Case MFW Doc 154 Filed 04/10/15 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case MFW Doc 154 Filed 04/10/15 Page 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re Allied Nevada Gold Corp., et al. 1 Debtors. Chapter 11 Case No (MFW) Jointly Administered x APPLICATION FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF ARENT FOX LLP AS CO-COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO MARCH 19, 2015 The Official Committee of Unsecured Creditors (the Committee ) of Allied Nevada Gold Corp. ( ANV ) and its debtor affiliates (collectively, the Debtors ) appointed pursuant to section 1102 of title 11 of the United States Code 101 et seq. (the Bankruptcy Code ) in the above-captioned jointly administered Chapter 11 cases (the Chapter 11 Cases ), by and through its proposed undersigned counsel, hereby submits this application (the Application ) for entry of an order authorizing the employment and retention of Arent Fox LLP ( Arent Fox ) as cocounsel to the Committee, nunc pro tunc to March 19, 2015, pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ). In support of the Application, the Committee submits the Declaration of 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Allied Nevada Gold Corp. (7115); Allied Nevada Gold Holdings LLC (7115); Allied VGH Inc. (3601); Allied VNC Inc. (3291); ANG Central LLC (7115); ANG Cortez LLC (7115); ANG Eureka LLC (7115); ANG North LLC (7115); ANG Northeast LLC (7115); ANG Pony LLC (7115); Hasbrouck Production Company LLC (3601); Hycroft Resources & Development, Inc. (1989); Victory Exploration Inc. (8144); and Victory Gold Inc. (8139). The corporate headquarters for each of the above Debtors are located at, and the mailing address for each of the above Debtors, except Hycroft Resources & Development, Inc., is 9790 Gateway Drive, Suite 200, Reno, NV The mailing address for Hycroft Resources & Development, Inc. is P.O. Box 3030, Winnemucca, NV AFDOCS/

2 Case MFW Doc 154 Filed 04/10/15 Page 2 of 11 Robert M. Hirsh, Esq. (the Hirsh Declaration ), annexed hereto as Exhibit A, and respectfully represents as follows: BACKGROUND 2 The Debtors 1. On March 10, 2015, (the Petition Date ), each of the Debtors filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the Court ). 2. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to operate their business as debtors in possession. No trustee or examiner has been appointed in the Chapter 11 Cases. The Committee and Its Selection of Professionals 3. On March 19, 2015, the Office of United States Trustee for the District of Delaware (the U.S. Trustee ) appointed three (3) members to the Committee pursuant to sections 1102(a) and 1102(b) of the Bankruptcy Code. A list of the members of the Committee is annexed hereto as Exhibit B. The Committee selected Computershare Trust Company of Canada as its Chair. On the same date, at a meeting during which all of the Committee members participated, the Committee selected and formally voted to retain Arent Fox LLP and Polsinelli PC as its proposed co-counsel, subject to the approval of the Court. 4. On March 23, 2015, the Committee selected and formally voted to retain Zolfo Cooper, LLC ( Zolfo Cooper ) as its bankruptcy consultants and financial advisors. The 2 The background facts set forth herein are primarily based upon the representations contained in papers filed by the Debtors in these proceedings. A detailed history and description of the Debtors and their operations, together with the reasons for their Chapter 11 filings, are set forth in the Declaration of Stephen M. Jones in Support of Chapter 11 Petitions and Various First Day Applications and Motions (the First Day Declaration ) [Docket No. 16]. As the Committee was just organized and has not yet verified the accuracy of the Debtors statements, nothing contained herein shall be deemed a waiver of the Committee s right to dispute or challenge the facts set forth herein. AFDOCS/

3 Case MFW Doc 154 Filed 04/10/15 Page 3 of 11 Committee s application for retention of Zolfo Cooper is being filed contemporaneously with this Application. JURISDICTION AND VENUE 5. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and 1334(b). Venue of these proceedings is proper in this Judicial District pursuant to 28 U.S.C and Sections 1103(a), 328(a), 330 and 504 of the Bankruptcy Code, Bankruptcy Rules 2014(a), 2016 and 5002, and Local Bankruptcy Rules and are the statutory predicates for the relief sought by this Application. RELIEF REQUESTED 6. The Committee seeks to employ Arent Fox as its co-counsel in these Chapter 11 Cases. Arent Fox maintains an office for the practice of law at 1675 Broadway, New York, New York and 1717 K Street, N.W., Washington, DC 20006, as well as offices in Los Angeles, CA, San Francisco, CA, and St. Louis, MO. 7. The Committee selected Arent Fox because the partners and associates of Arent Fox have considerable expertise in the fields of bankruptcy, insolvency, reorganizations, liquidations, debtors and creditors rights, debt restructuring and corporate reorganizations, commercial and bankruptcy litigation, corporate trust and public debt, and intellectual property (including copyright and related litigation), and it has a strong and well-respected national practice representing creditors committees throughout the United States. By way of examples, Arent Fox has represented creditors committees in such chapter 11 cases as Passaic Healthcare Services, LLC d/b/a Allcare Medical, et al., D.N.J. Bankr. Case No (CMG); Cengage Learning, Inc., et al., E.D.N.Y. Bankr. Case No (ESS); Accredited Home Lenders Holding Co., et al., D. Del. Bankr. Case No (MFW); Peninsula Hospital Center, et al., E.D.N.Y. Bankr. Case No ESS; PPOA Holding, Inc., et al., S.D. Fla. Bankr. Case AFDOCS/

4 Case MFW Doc 154 Filed 04/10/15 Page 4 of 11 No BKC-JKO; Fortunoff Holdings, LLC and Fortunoff Card Company, LLC, S.D.N.Y. Bankr. Case No (RDD); Luminent Mortgage Capital, Inc., et al., D. MD Bankr. Case No DK; Cross Media Marketing Corporation, et al., S.D.N.Y. Bankr. Case No (BRL); Fieldstone Mortgage Company, D. MD Bankr. Case No JFS; and Insilco Technologies, Inc., et al., D. Del. Bankr. Case No (KJC). Accordingly, the Committee believes that Arent Fox is well-qualified to represent it in these Chapter 11 Cases. The Committee believes that Arent Fox possesses extensive knowledge and experience in the areas of law relevant to these Chapter 11 Cases. 8. Robert M. Hirsh, Esq. and Jeffrey N. Rothleder, Esq. will be primarily responsible for Arent Fox s representation of the Committee in these matters. 9. Mr. Hirsh is a partner in Arent Fox s Bankruptcy and Financial Restructuring Group. He has extensive experience in all aspects of financial restructuring and bankruptcy issues. Mr. Hirsh s practice focuses on representation of both debtors and creditors in chapter 11 cases, work-outs, and restructuring, as well as secured lending, asset-based lending, and commercial and equipment finance leasing. He also has significant experience representing unsecured creditors committees throughout the United States. Mr. Hirsh is skilled at developing unique solutions to complex matters. Mr. Hirsh received his J.D. from Brooklyn Law School and his B.A. from Brandeis University. 10. Mr. Rothleder is a partner in Arent Fox s Bankruptcy and Financial Restructuring Group and has extensive experience in all aspects of financial restructuring and bankruptcy issues. Mr. Rothleder s practice focuses on financial restructuring, corporate trust matters, and workout proceedings on behalf of financially distressed companies or their creditors, including representation of debtors, indenture trustees, creditors and creditors committees, investors and AFDOCS/

5 Case MFW Doc 154 Filed 04/10/15 Page 5 of 11 purchasers in in-court and out-of-court restructurings. He represents a wide variety of clients in the enforcement of the entire spectrum of creditors rights involving secured, unsecured, public or private, and taxable and tax-exempt debt through his work with indenture trustees, lenders, individual creditors, and official committees in chapter 11 cases. He also has experience representing debtors, including the restructuring of large companies through the chapter 11 process or conducting the orderly liquidating and comprehensive asset sales for a diverse group of companies, with a constant view toward balancing the maximization of recoveries for creditors with the protection of the rights of debtors and sellers. Mr. Rothleder received his J.D. from University of Maryland School of Law and his B.A. from University of Michigan. 11. The professional services Arent Fox will be required to render include, but are not limited to, the following: (a) (b) (c) (d) (e) (f) (g) to advise the Committee of its rights, duties, and powers in these Chapter 11 Cases; to assist, advise, and represent the Committee in its consultation with the Debtors relative to the administration of these Chapter 11 Cases; to assist, advise, and represent the Committee in investigating and analyzing the Debtors assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales or dispositions; to attend meetings and negotiate with the representatives of the Debtors and secured creditors and other parties in interest; to assist and advise the Committee in its examination, investigation, and analysis of the conduct of the Debtors affairs; to assist the Committee in the review, analysis, and negotiation of any plan of reorganization or liquidation that may be filed and to assist the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any plan of reorganization or liquidation; to assist the Committee in the review, analysis, and negotiation of any financing or funding agreements; AFDOCS/

6 Case MFW Doc 154 Filed 04/10/15 Page 6 of 11 (h) (i) (j) (k) (l) to take all necessary actions to protect and preserve the interests of unsecured creditors, including, without limitation, the prosecution of actions on behalf of the Committee, negotiations concerning all litigation in which the Debtors are involved, and review and analysis of all claims filed against the Debtors estates; to generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports, and papers in support of positions taken by the Committee; to appear, as appropriate, before this Court, the Appellate Courts, and other courts in which matters may be heard and to protect the interests of the Committee before said Courts and the United States Trustee; to perform such other legal services as may be required or deemed to be in the interests of the Committee; and to perform all other necessary legal services in these Chapter 11 Cases. 12. Due to the size and potentially complex nature of these Chapter 11 Cases, the full extent of services the Committee will require or ask Arent Fox to provide is not known at this time. Accordingly, in addition to those services outlined above, Arent Fox may provide such other and further services as is necessary for the Committee to fulfill its statutory and fiduciary duties in these cases. 13. Arent Fox has indicated a willingness to act on behalf of the Committee and render the necessary professional services as co-counsel for the Committee. 14. Subject to this Court s approval in accordance with section 330(a) of the Bankruptcy Code, Arent Fox will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates for services of this type and nature and for this type of matter in effect on the date such services are rendered, and for its actual, reasonable, and necessary out-of-pocket disbursements incurred in connection therewith. AFDOCS/

7 Case MFW Doc 154 Filed 04/10/15 Page 7 of Arent Fox has agreed to charge at what is known as its Guideline Rates. These hourly rates represent a discount of approximately 10% from the Firm s regular National Rates. The following are Arent Fox s current hourly Guideline Rates for work of this nature: (a) Partners: $570 - $940 (b) Of Counsel: $555 - $910 (c) Associates: $320 - $620 (d) Paraprofessionals: $180 - $ The rates set forth above are subject to periodic review and adjustment and are set at a level designed to compensate Arent Fox fairly for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Generally, the rates are subject to an increase at the beginning of each calendar year. It is Arent Fox s policy to charge its clients in all areas of practice for all other expenses incurred in connection with their clients cases. The expenses charged to clients include, among other things, conference telephone, telecopier and other charges, mail and express and overnight mail charges, special or hand delivery charges, photocopying charges, travel expenses, expenses for working meals, computerized research, transcription costs, as well as non-ordinary overhead expenses, such as secretarial and other overtime. Arent Fox will charge the Debtors estates for these expenses in a manner and at rates consistent with charges made generally to Arent Fox s other clients. Arent Fox believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 17. Arent Fox intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and applicable procedures and Orders AFDOCS/

8 Case MFW Doc 154 Filed 04/10/15 Page 8 of 11 of this Court. Compensation will be payable to Arent Fox in compliance with the above rules and provisions, on an hourly basis, plus reimbursement of actual and necessary costs and expenses incurred by Arent Fox. It may become necessary for Arent Fox to redact privileged portions of invoices submitted to the Court in connection with its seeking allowance of compensation. In such a case, Arent Fox will supply non-redacted copies of the invoices and applications to the Court and the U.S. Trustee. 18. The Committee has reviewed this Application, the Hirsh Declaration and Arent Fox s proposed budget for work to be completed during the first three months of these cases, and believes that the retention and employment of Arent Fox nunc pro tunc to March 19, 2015 is in the best interests of the Committee, the Debtors, the Debtors estates and creditors. Nunc pro tunc relief should be granted because immediately upon its selection as co-counsel, Arent Fox professionals began reviewing the numerous pleadings filed in these Chapter 11 Cases, as well as all publicly available information, to gain a comprehensive understanding of the Debtors operations, debt structure and relationship with its pre- and post-petition secured creditors. Arent Fox also reached out to the Debtors professionals to establish a meeting for the Debtors to present and inform the Committee s professionals regarding the facts and circumstances of these cases. The Committee professionals also, among other things, began to prepare their retention applications and conducted its initial complex and substantial conflict and connections check so that it could comply with the Bankruptcy Code and requirements of Bankruptcy Rule Accordingly, the undersigned respectfully asserts that retention nunc pro tunc requested by this Application is appropriate. 19. No prior application has been made for the relief requested herein to this or any other Court. AFDOCS/

9 Case MFW Doc 154 Filed 04/10/15 Page 9 of 11 DISINTERESTEDNESS OF PROFESSIONAL 20. To the best of the Committee s knowledge, information and belief, and except as otherwise set forth in the Hirsh Declaration: (i) Arent Fox does not hold or represent any interest adverse to the Committee with respect to the matters for which it is being retained; (ii) Arent Fox is a disinterested person as that phrase is defined in section 101(14) of the Bankruptcy Code (as modified by section 1103(b) of the Bankruptcy Code); (iii) neither Arent Fox nor its professionals have any connection with the Debtors, their estates, or creditors; and (iv) Arent Fox s employment is necessary and in the best interest of the Debtors estates, their creditors and other parties in interest. NOTICE 21. Notice of this Application has been given to: (i) the Office of the United States Trustee for the District of Delaware; (ii) Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP, as proposed counsel for the Debtors; (iii) Stroock & Stroock & Lavan LLP, as lead counsel, and Young Conaway Stargatt & Taylor, LLP, as Delaware counsel, to the proposed DIP Lenders, DIP Agent and Noteholders Ad Hoc Group; (iv) the proposed DIP Agent; (v) The Bank of Nova Scotia, as the administrative and co-collateral agent under the Third Amended and Restated Credit Agreement, dated as of May 8, 2014; (vi) Wachtell, Lipton, Rosen & Katz, as counsel to the Administrative Agent; (vii) Wells Fargo Bank, National Association, as cocollateral agent under the Credit Agreement; (viii) Paul Hastings LLP, as counsel to the Co- Collateral Agent; and (ix) all parties that filed a request for notice pursuant to Bankruptcy Rule In light of the nature of the relief requested, the Committee respectfully submits that such notice is sufficient and requests that this Court find that no further notice of the relief requested herein is necessary or appropriate. AFDOCS/

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11 Case MFW Doc 154 Filed 04/10/15 Page 11 of 11 Dated: April 10, 2015 POLSINELLI PC /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware Telephone: (302) Facsimile: (302) and- ARENT FOX LLP /s/ Robert M. Hirsh Robert M. Hirsh, Esq. Jordana Renert, Esq. George V. Utlik, Esq Broadway New York, New York Telephone: (212) Facsimile: (212) and- Jeffrey N. Rothleder, Esq K Street NW Washington DC Telephone: (202) Facsimile: (202) jeffrey.rothleder@arentfox.com Proposed Co-Counsel for the Official Committee of Unsecured Creditors AFDOCS/

12 Case MFW Doc Filed 04/10/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Allied Nevada Gold Corp., et al., 1 Debtors. Chapter 11 Case No (MFW) Jointly Administered Objection Deadline: April 28, 2015 at 4:00 p.m. Hearing Date: May 19, 2015 at 2:00 p.m. NOTICE OF APPLICATION PLEASE TAKE NOTICE that the Official Committee of Unsecured Creditors (the Creditors Committee ) has filed the Application for an Order Authorizing the Employment and Retention of Arent Fox LLP as Co-Counsel for the Official Committee of Unsecured Creditors Nunc Pro Tunc to March 19, 2015 (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be filed on or before April 28, 2015 at 4:00 p.m. (ET) (the Objection Deadline ) with the Bankruptcy Court, 824 N. Market Street, Wilmington, Delaware At the same time, you must serve a copy of the objection upon the undersigned counsel for the Creditors Committee. Only those objections made in writing and timely filed in accordance with the above procedures will be considered by the Bankruptcy Court. 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Allied Nevada Gold Corp. (7115); Allied Nevada Gold Holdings LLC (7115); Allied VGH Inc. (3601); Allied VNC Inc. (3291); ANG Central LLC (7115); ANG Cortez LLC (7115); ANG Eureka LLC (7115); ANG North LLC (7115); ANG Northeast LLC (7115); ANG Pony LLC (7115); Hasbrouck Production Company LLC (3601); Hycroft Resources & Development, Inc. (1989); Victory Exploration Inc. (8144); and Victory Gold Inc. (8139). The corporate headquarters for each of the above Debtors are located at, and the mailing address for each of the above Debtors, except Hycroft Resources & Development, Inc., is 9790 Gateway Drive, Suite 200, Reno, NV The mailing address for Hycroft Resources & Development, Inc. is P.O. Box 3030, Winnemucca, NV

13 Case MFW Doc Filed 04/10/15 Page 2 of 2 PLEASE TAKE FURTHER NOTICE that a hearing on the Application will be held on May 19, 2015 at 2:00 p.m. (ET) before the Honorable Mary F. Walrath at the Bankruptcy Court, 824 N. Market Street, 5th floor, Courtroom No. 4, Wilmington, Delaware PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: April 10, 2015 Wilmington, Delaware POLSINELLI PC /s/ Christopher A. Ward Christopher A. Ward (Del. Bar No. 3877) Shanti M. Katona (Del. Bar No. 5352) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware Telephone: (302) Facsimile: (302) cward@polsinelli.com skatona@polsinelli.com ARENT FOX LLP Robert M. Hirsh, Esq Broadway New York, New York Telephone: (212) Facsimile: (212) robert.hirsh@arentfox.com -and- -and- Jeffrey N. Rothleder, Esq K Street, NW Washington, DC Telephone: (202) Facsimile: (202) jeffrey.rothleder@arentfox.com PROPOSED COUNSEL FOR THE CREDITORS COMMITTEE

14 Case MFW Doc Filed 04/10/15 Page 1 of 58 EXHIBIT A AFDOCS/

15 Case MFW Doc Filed 04/10/15 Page 2 of 58 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re Allied Nevada Gold Corp., et al. 1 Debtors. Chapter 11 Case No (MFW) Jointly Administered x DECLARATION OF ROBERT M. HIRSH IN SUPPORT OF APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF ARENT FOX LLP AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Robert M. Hirsh, hereby declares under penalty of perjury: 1. I am a partner in the Bankruptcy and Financial Restructuring Group at Arent Fox LLP ( Arent Fox ), a law firm which employs approximately 365 attorneys and maintains an office for the practice of law at 1675 Broadway, New York, NY 10019, as well as offices in Washington, DC, Los Angeles, CA, San Francisco, CA, and St. Louis, MO. 2. Except as otherwise stated, I am fully familiar with the facts hereinafter stated, and am authorized to and hereby make this declaration (the Declaration ) in support of the application (the Application ) of the Official Committee of Unsecured Creditors (the Committee ) of Allied Nevada Gold Corp. ( ANV ) and its debtor affiliates (collectively, the Debtors ) appointed pursuant to section 1102 of title 11 of the United States Code 101 et seq. (the Bankruptcy Code ) in the above-captioned jointly administered Chapter 11 cases (the 1 The Debtors in these cases, along with the last four digits of each Debtor s federal tax identification number, are: Allied Nevada Gold Corp. (7115); Allied Nevada Gold Holdings LLC (7115); Allied VGH Inc. (3601); Allied VNC Inc. (3291); ANG Central LLC (7115); ANG Cortez LLC (7115); ANG Eureka LLC (7115); ANG North LLC (7115); ANG Northeast LLC (7115); ANG Pony LLC (7115); Hasbrouck Production Company LLC (3601); Hycroft Resources & Development, Inc. (1989); Victory Exploration Inc. (8144); and Victory Gold Inc. (8139). The corporate headquarters for each of the above Debtors are located at, and the mailing address for each of the above Debtors, except Hycroft Resources & Development, Inc., is 9790 Gateway Drive, Suite 200, Reno, NV The mailing address for Hycroft Resources & Development, Inc. is P.O. Box 3030, Winnemucca, NV

16 Case MFW Doc Filed 04/10/15 Page 3 of 58 Chapter 11 Cases ), for an order authorizing the employment and retention of Arent Fox as cocounsel to the Committee nunc pro tunc to March 19, 2015 and to provide certain disclosures required under pursuant to sections 328(a), 504 and 1103(a) of the Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United Bankruptcy Court for the District of Delaware (the Local Bankruptcy Rules ). 3. The information contained in this Declaration is of my own personal knowledge, discussions with my partners, associates, and staff at Arent Fox, or is derived from my review of the files in these Chapter 11 Cases All attorneys who will work on this engagement have read and are fully familiar with the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules, and are sufficiently competent to handle whatever might foreseeably be expected of the Committee s counsel in this matter. 5. Insofar as I have been able to ascertain, except as described herein, the other partners, counsel, and associates of Arent Fox and I are disinterested parties within the meaning of section 101(14) of the Bankruptcy Code (as modified by section 1103(b) of the Bankruptcy Code), and have no interest adverse to the Committee, or the Debtors or their estates with respect to matters for which Arent Fox is to be engaged under the Application. 3 Although Arent Fox 2 Certain of the disclosures set forth herein relate to matters not within my personal knowledge, but rather, within the personal knowledge of other attorneys or staff at Arent Fox, and are based on information provided by them to me. 3 Arent Fox appears in many cases involving a substantial number of creditors, parties-in-interest and professionals. Arent Fox is reviewing the parties-in-interest in this proceeding and will make every effort to disclose all connections to these parties as they become known to Arent Fox. Although it is not possible to guarantee that each and every connection is disclosed at this early juncture, Arent Fox will file additional and supplemental disclosure statements in the event Arent Fox becomes aware of any additional connections. In addition, it is possible that some creditors or parties-in-interest herein are creditors, professionals or parties-in-interest with de minimus interest in other cases in which Arent Fox plays a role

17 Case MFW Doc Filed 04/10/15 Page 4 of 58 from time to time has represented and in the future may represent various entities that are creditors of the Debtors or otherwise had or have an interest in these proceedings in matters that were, except as described below, wholly unrelated to these proceedings, Arent Fox will not represent any creditors or parties in interest in connection with these Chapter 11 Cases other than the Committee. Arent Fox s Conflict Check System 6. In connection with preparing this Declaration, Arent Fox submitted the names of parties-in-interest in these Chapter 11 Cases (the Parties-in-Interest ) for review in the computerized conflict database system maintained by Arent Fox. The list of the Parties-in- Interest was obtained by Arent Fox from the various papers filed in these cases by the Debtors. Arent Fox maintains and systematically updates its conflict check system in the regular course of business of the firm, and it is the regular practice of the firm to make and maintain these records. The conflict check system maintained by Arent Fox is designed to include every matter on which the firm is now or has been engaged, the entity for which the firm is now or has been engaged, and in each instance, the identity of related parties and adverse parties and the attorney in the firm that is knowledgeable about the matter. It is the policy of Arent Fox that no new matter may be accepted or opened within the firm without completing and submitting to those charged with maintaining the conflict check system the information necessary to check each such matter for conflicts, including the identity of the prospective client, as well as related and adverse parties. Accordingly, the database is regularly updated for every new matter undertaken by Arent Fox. 7. The Parties-in-Interest which Arent Fox submitted to its conflict database include the following categories derived from various pleadings and docket entries: (a) Debtors and Affiliated Entities; - 3 -

18 Case MFW Doc Filed 04/10/15 Page 5 of 58 (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) Restructuring Professionals; RSA Parties; Certain Other Debtholders of the Debtors; Potential and Active Litigation Counterparties; Current and Former Officers and Directors; 5% or More Equity Holders; Financial Institutions; Customers; Employee Health and Retirement Providers; Equipment Lessors; Executory Contract Counterparties; Insurance Carriers and Financing Parties; Landlords and Related Parties; Ordinary Course Professionals; Shippers and Warehousemen; Sureties; Taxing Authorities; Vendors; UCC Fixture and Judgment Lien Parties; Utilities; Other Interested Parties; US Trustee, Judges and Court Contacts for the District of Delaware; Other Notice of Appearance Parties; Members of the Official Committee of Unsecured Creditors; Consenting Noteholders (DIP Lenders); - 4 -

19 Case MFW Doc Filed 04/10/15 Page 6 of 58 (aa) (bb) (cc) Secured Promissory Noteholder; Equity Security Holders; and Ad Hoc Committee of Equity Investors and its counsel. 8. A list of the Parties-in-Interest submitted to the conflict check system is attached hereto as Exhibit 1. Arent Fox s Relationship With Parties-In-Interest In Unrelated Matters 9. Arent Fox appears in cases, proceedings, and transactions involving a substantial number of different attorneys, accountants, financial consultants, and investment bankers, some of whom now, or may in the future, represent creditors or Parties-In-Interest in these cases. The Office of United States Trustee appears in each bankruptcy matter that Arent Fox appears. Aside from this, and unless otherwise disclosed herein, there is no known connection with the Office of United States Trustee or any of its attorneys. 10. George V. Utlik, Esq., formerly served as Law Clerk to the Honorable Mary F. Walrath before this matter was pending before her. Mr. Utlik joined Arent Fox as an associate in the Financial Restructuring and Bankruptcy Department in September, To my knowledge, Mr. Utlik had no involvement with this case while serving as Law Clerk. Also, from time to time, Arent Fox attorneys appear before the Honorable Mary F. Walrath but other than that of Mr. Utlik, there is no known connection to Judge Walrath or her Chambers staff. 11. To the extent that the above-described search indicated that Arent Fox has a relationship with any searched entity, Exhibit 2 contains a list of the Parties-in-Interest or their affiliates that Arent Fox has any connection to, including those it represented, currently represents, or are or were adverse to Arent Fox in matters wholly unrelated to the Debtors and - 5 -

20 Case MFW Doc Filed 04/10/15 Page 7 of 58 their estates. 4 As disclosed in Exhibit 2, Arent Fox and its partners, counsel, and associates have in the past represented, currently represent, and may in the future represent entities that are creditors of the Debtors, or other parties-in-interest in the Debtors Chapter 11 cases in matters unrelated to these cases. Arent Fox has not, and will not, represent any creditors of the Debtors or other parties-in-interest in connection with the Debtors or these cases, or have any relationship with any such entity which would be adverse to the Debtors or their estates. 12. Wells Fargo: Wells Fargo Bank, National Association ( Wells Fargo ) is a secured lender of the Debtors. Arent Fox represents and has represented Wells Fargo in matters unrelated to these Chapter 11 proceedings, including in its capacity as indenture trustee for notes and bonds unrelated to the Debtors in these bankruptcy proceedings, state court litigation, and fiduciary and transactional matters. Wells Fargo has also been a member of creditors committees in unrelated Chapter 11 proceedings represented by Arent Fox. Arent Fox represents and has represented Wells Fargo in matters unrelated to the Debtors, including in its capacity as indenture trustee for notes and bonds unrelated to the Debtors. Wells Fargo accounted for approximately 0.6%, 0.4%, 0.4%, 0.11% and 0.13% of Arent Fox s total fees in 2010, 2011, 2012, 2013 and 2014, respectively. Arent Fox does not believe that its representation of Wells Fargo in connection with these unrelated matters will affect its representation of the Committee in these proceedings. If in the future the Committee requires counsel to take action with respect to Wells Fargo, and Arent Fox is unable to obtain an effective waiver to permit it to act, then the Committee reserves the right to seek conflicts counsel or some other arrangement to address that need. 4 The information contained on Exhibit 2 includes Arent Fox s current state of knowledge based on the current information reasonably available regarding relationships with Parties-In-Interest. If additional information is obtained or uncovered regarding any potential relationships with Parties-In-Interest, then further disclosures will be made to the extent necessary

21 Case MFW Doc Filed 04/10/15 Page 8 of 58 Normal Hourly Rates and Disbursement Policy 13. The professional services Arent Fox will be required to render include, but are not limited to, the following: a) to advise the Committee of its rights, duties, and powers in these Chapter 11 Cases; b) to assist, advise, and represent the Committee in its consultation with the Debtors relative to the administration of these Chapter 11 Cases; c) to assist, advise, and represent the Committee in investigating and analyzing the Debtors assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales or dispositions; d) to attend meetings and negotiate with the representatives of the Debtors and secured creditors and other parties in interest; e) to assist and advise the Committee in its examination, investigation, and analysis of the conduct of the Debtors affairs; f) to assist the Committee in the review, analysis, and negotiation of any plan of reorganization or liquidation that may be filed and to assist the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any plan of reorganization or liquidation; g) to assist the Committee in the review, analysis, and negotiation of any financing or funding agreements; h) to take all necessary actions to protect and preserve the interests of unsecured creditors, including, without limitation, the prosecution of actions on behalf of the Committee, negotiations concerning all litigation in which the Debtors are involved, and review and analysis of all claims filed against the Debtors estates; i) to generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports, and papers in support of positions taken by the Committee; j) to appear, as appropriate, before this Court, the Appellate Courts, and other courts in which matters may be heard and to protect the interests of the Committee before said Courts and the United States Trustee; k) to perform such other legal services as may be required or deemed to be in the interests of the Committee; and l) to perform all other necessary legal services in these Chapter 11 Cases

22 Case MFW Doc Filed 04/10/15 Page 9 of Due to the size and potentially complex nature of these Chapter 11 Cases, the full extent of services the Committee will require or ask Arent Fox to provide is not known at this time. Accordingly, in addition to those services outlined above, Arent Fox may provide such other and further services as is necessary for the Committee to fulfill its statutory and fiduciary duties in these cases. 15. Arent Fox has indicated a willingness to act on behalf of the Committee and render the necessary professional services as co-counsel for the Committee. 16. In addition to Arent Fox, contemporaneously with the filing of the Application, the Committee have also sought to retain Polsinelli PC ( Polsinelli ) as its co-counsel in these Chapter 11 Cases. Arent Fox and Polsinelli have discussed the division of their responsibilities in these Chapter 11 Cases and have agreed to coordinate their efforts so as to minimize duplication of services. In this regard, Arent Fox will serve as lead counsel for the Committee and will have the primary responsibility for the services disclosed in the Application in these Chapter 11 Cases. Normal Hourly Rates and Disbursement Policy 17. Arent Fox has not agreed to share (a) any compensation it may receive with another party or person, other than with the partners and associates of Arent Fox, or (b) any compensation another person or party has received or may receive. 18. Subject to this Court s approval in accordance with section 330(a) of the Bankruptcy Code, Arent Fox will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates for services of this type and nature and for this type of matter in effect on the date such services are rendered, and for its actual, reasonable, and necessary out-of-pocket disbursements incurred in connection therewith

23 Case MFW Doc Filed 04/10/15 Page 10 of Arent Fox has agreed to charge at what is known as its Guideline Rates. These hourly rates represent a discount of approximately 10% from the Firm s regular National Rates. The following are Arent Fox s current hourly Guideline Rates for work of this nature: (a) Partners: $570 - $940 (b) Of Counsel: $555 - $910 (c) Associates: $320 - $620 (d) Paraprofessionals: $180 - $ The rates set forth above are subject to periodic review and adjustment and are set at a level designed to compensate Arent Fox fairly for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Generally, the rates are subject to an increase at the beginning of each calendar year. It is Arent Fox s policy to charge its clients in all areas of practice for all other expenses incurred in connection with their clients cases. The expenses charged to clients include, among other things, conference telephone, telecopier and other charges, mail and express and overnight mail charges, special or hand delivery charges, photocopying charges, travel expenses, expenses for working meals, computerized research, transcription costs, as well as non-ordinary overhead expenses, such as secretarial and other overtime. Arent Fox will charge the Debtors estates for these expenses in a manner and at rates consistent with charges made generally to Arent Fox s other clients. Arent Fox believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 21. Arent Fox intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and applicable procedures and Orders of this Court. Compensation will be payable to Arent Fox in compliance with the above rules - 9 -

24 Case MFW Doc Filed 04/10/15 Page 11 of 58 and provisions, on an hourly basis, plus reimbursement of actual and necessary costs and expenses incurred by Arent Fox. It may become necessary for Arent Fox to redact privileged portions of invoices submitted to the Court in connection with its seeking allowance of compensation. In such a case, Arent Fox will supply non-redacted copies of the invoices and applications to the Court and the U.S. Trustee. 22. Arent Fox did not receive a retainer with respect to its proposed representation of the Committee. 23. Arent Fox will not represent any entity other than the Committee in these Chapter 11 cases. Statement Regarding U.S. Trustee Guidelines 24. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. 330 by Attorneys in Large Chapter 11 Cases, effective November 1, 2013 (the UST Guidelines ), Arent Fox has responded to the questions set forth in Section D(1) of the UST Guidelines as follows: Question: Response: Question: Response: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? No. Arent Fox did not agree to a variation of its standard or customary billing arrangement for this engagement. The hourly rates set forth in the Application are consistent with the rates that Arent Fox charges other comparable chapter 11 clients. Arent Fox s hourly rates are Guideline Rates that represent a discount of approximately 10% from the Firm s regular National Rates. Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? No. None of the professionals included in this engagement have varied their rates based on the geographic location of these Chapter 11 Cases. If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your

25 Case MFW Doc Filed 04/10/15 Page 12 of 58 billing rates and material financial terms have changed postpetition, explain the difference and reasons for the difference. Response: Question: Response: The Committee was formed post-petition on March 19, 2015, and thus, Arent Fox did not represent the Committee prepetition. Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Arent Fox and the Committee have developed a budget and staffing plan to comply with the U.S. Trustee s requests for information and additional disclosures, and any orders of this Court for the period from March 19, 2015 to May 31, Arent Fox intends to make reasonable effort to comply with the U.S. Trustee s requests for information and additional disclosures as set forth in the UST Guidelines in connection with the Application and any interim and final fee applications to be filed in these cases. The disclosures made herein are based exclusively on the facts and circumstances of the Chapter 11 Cases and Arent Fox reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so. Conclusion and Affirmative Statement of Disinterestedness 26. Based upon the documents and information available and provided to me, and except as otherwise described herein, (i) Arent Fox does not hold or represent any interest adverse to the Committee with respect to the matters for which it is being retained; (ii) Arent Fox is a disinterested person as that phrase is defined in section 101(14) of the Bankruptcy Code (as modified by section 1103(b) of the Bankruptcy Code); (iii) neither Arent Fox nor its professionals have any connection with the Debtors, their estates, or creditors; and (iv) Arent Fox s employment and retention is necessary and in the best interest of the Debtors estates, their creditors and other parties in interest. I know of no reason why Arent Fox could not have acted and cannot act as attorneys for the Committee. The foregoing constitutes the statement of Arent

26 Case MFW Doc Filed 04/10/15 Page 13 of 58 Fox pursuant to section 1103 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Bankruptcy Rule I declare under penalty of perjury that the foregoing is true and correct. Executed this 10th day of April, 2015, at New York, New York. /s/ Robert M. Hirsh Robert M. Hirsh

27 Case MFW Doc Filed 04/10/15 Page 14 of 58 EXHIBIT 1 Schedule of Searched Parties Debtors and Affiliated Entities Allied Nevada (Cayman) Corp. Allied Nevada Delaware Holdings Inc. Allied Nevada Gold Corp. Allied Nevada Gold Holdings LLC Allied VGH Inc. Allied VNC Inc. ANG Central LLC ANG Cortez LLC Restructuring Professionals Akin Gump Strauss Hauer & Feld LLP Blank Rome LLP Ehrhardt Keefe Steiner & Hottman PC Ernst & Young Fennemore Craig, P.C. FTI Consulting, Inc. Goodmans LLP Houlihan Lokey, Inc. JDS Energy & Mining USA LLC McMillan LLP RSA Parties Aristeia Capital, LLC CI Investments, Inc. Guardian Capital, L.P. Mudrick Capital Newport Global Advisors, L.P. Certain Other Debtholders of the Debtors BlackRock Advisors, LLC Caterpillar Financial Services Corporation Clearstream Bank Computershare Trust Company of Canada Euro Pacific Asset Management, LLC Euroclear Bank First Southwest Company Globevest Capital, LTD Graham Capital Management, L.P. Lord Abbett & Company, LLC Monegy, Inc. Mudrick Capital Rahn & Bodmer Banquiers ANG Eureka LLC ANG North LLC ANG Northeast LLC ANG Pony LLC Hasbrouck Production Company LLC Hycroft Resources & Development, Inc. Victory Exploration Inc. Victory Gold Inc. Moelis & Company Morris, Nichols, Arsht & Tunnell LLP Paul Hastings LLP Polsinelli PC Prime Clerk LLC RPA Advisors, LLC Stroock & Stroock & Lavan LLP Wachtell, Lipton, Rosen & Katz Young Conaway Stargatt & Taylor, LLP Zolfo Cooper, LLC The Bank of Nova Scotia Third Avenue Management, LLC Wells Fargo Bank, National Association Whitebox Advisors, LLC Wolverine Asset Management, LLC Sentry Investments, Inc SIX SIS AG Societe Generale Sprott Asset Management, L.P. Talamod Asset Management, LLC The Bank of Nova Scotia The Bank of Nova Scotia USAA Asset Management Company ValueWorks Capital Management, LLC Wells Fargo Bank, National Association National Bank of Canada West Face Capital, Inc.

28 Case MFW Doc Filed 04/10/15 Page 15 of 58 Potential and Active Litigation Counterparties Assad, George Croucier, Jeff Frost, Beth Frost, Thomas Graef, Drew Heil, Richard Jacobs Field Services North America Inc. LBP Holdings Ltd. Marjanian, Movses Martinez, Janet Current and Former Officers and Directors Banbury, Gary W. Buchan, Robert M. Buffington, Randy E. Caldwell, Scott A. Doherty, Joseph B. Doyle, James M. Eppler, W. Durand Flint, David C. Gill, Steven E. Harris, Donald A. Hill, David L. Ivany, John W. Jones, Stephen M. Keizer, Garry Kirby, Hal D. Lang, Stephen A. 5% or More Equity Holders BlackRock Institutional Trust Company, N.A. Columbia Wanger Asset Management, LLC Financial Institutions RBC Wealth Management The Bank of Nova Scotia Customers Auramet International LLC Just Refiners (USA), Inc. Nandi, Partha Olson, Sherman Olson, Susan Parraga, Jeanette Parraga, Jose Slomnitsky, Andrey State-Boston Retirement System Thomas, Beth Travioli, Duane K. United Teamster Pension Fund-A Lassiter, Deborah A. Mingay, Cameron A. Moore, Daniel B. Moran, Michael G. Murphy, Michael Palmer, Terry M. Pescio, Carl A. Richings, Michael B. Rick H. Russell Rivenbark, Rebecca A. Sinclair (Jr.), A. Murray Sinclair (Sr.), A. Murray Sinclair, D. Bruce Thom, Theresa M. Wardell, Robert G. Woods, Warren D. Pershing Trading Company LP Van Eck Associates Corporation Wells Fargo Bank, National Association Wells Fargo Securities LLC Minera Penasquit, SA de CV Scotiabank 2

29 Case MFW Doc Filed 04/10/15 Page 16 of 58 Employee Health and Retirement Providers Aon Hewitt Cigna Discovery Benefits Fidelity Management & Research Company Equipment Lessors Atlas Copco Customer Finance Banc of America Leasing & Capital LLC Executory Contract Counterparties ABB Inc. Apex Logistics, LLC BasinStreet Properties Bertling Logistics, Inc. Cashman Equipment Cyanco DeLage Landen Financial Services Environmental Management and Planning Solutions, Inc. Enviroscientists, Inc. Envirotrans, Inc. EverBank Commercial Finance, Inc. Far Western Anthropological Research Group, Inc. Farr West Engineering FLSmidth Fluor Enterprises, Inc. Geomega, Inc. Graymont Hazen Research, Inc. Insurance Carriers and Financing Parties ACE American Insurance Company American Guarantee & Liability Insurance Company American International Group, Inc. Aon Hewitt Aon plc Aon Premium Finance, LLC Berkley Regional Insurance Company Continental Casualty Company Federal Insurance Company Lincoln Financial Group Mines and Associates WageWorks, Inc. Caterpillar Financial Komatsu Financial Katherine Lecumberry Komatsu Equipment M3 Engineering & Technology Corporation Mod Space Corporation Office Products, Inc (OPI) PAC Machine Co., Inc. Pennstrom Consulting Inc. ProLogis Rail Acres LLC Rubicon Environmental Consulting Sierra Office Solutions Southwest Energy LLC SRK Consulting Stantec Consulting Vogue Linen Supply Western Cultural Resource Management, Inc. (WCRM) Wildlife Resource Consultants, LLC Williams Scotsman, Inc. General Security Indemnity Co. of Arizona Great Lakes Reinsurance (UK) Plc Lexington Insurance Company Lloyd's Syndicate No National Union Fire Ins. Co. of Pittsburgh New Hampshire Ins. Co. Swiss Re International SE XL Specialty Insurance Co Zurich American Ins. Co. 3