JAMES W. FOX

With a background in many facets of corporate restructuring, Jim heads up ESBA’s Creditor Advisory and Corporate Finance practices. Since joining ESBA in 2001, he has:

1. Sold and refinanced numerous companies,
2. Served as Financial Advisor to many Official Committees of Unsecured Creditors,
3. Participated in turnaround and workout consulting engagements for companies at all stages of distress, and
4. Provided solvency, fairness opinion and other valuation products, including court testimony services, to all types of clients.

Client Groups

During his career, James has worked with the following types of clients in addressing their valuation, solvency, and fairness opinion needs:

• Public and private companies, including Debtors
• Official committees of unsecured creditors
• Liquidating trusts
• Lending institutions
• Boards of directors
• Special committees of boards
• Substantial shareholders of private companies
• Legal and other advisors
• Private equity firms

Advisory Roles

In these efforts, he has served in the following roles:

• Served as Financial Advisor to Debtors
• Served as Financial Advisor to Official Committees of Unsecured Creditors
• Served as Financial Advisor to the Special Committee of a Board of Directors
• Represented senior lenders in providing a business analysis both on pre-loan and post-loan bases
• Represented private equity funds in providing pre-acquisition business analyses
• Represented private equity funds in providing a valuation pursuant to a dividend recapitalization
• Provided solvency opinions to various parties
• Provided fairness opinions to various parties
• Served as investment banker on an exclusive basis for the purpose of selling a business
• Served as investment banker on an exclusive basis for the purpose of refinancing a business
• Served as investment banker on an exclusive basis for the purpose of effecting a management buyout

Creditor Committee Assignments

James has served as Financial Advisor to the following Official Committees of Unsecured Creditors. Except as otherwise indicated, all of these cases were in the Bankruptcy Court of Delaware. In addition, the restructuring path of a substantial majority of these cases was a Section 363 sale of assets, requiring his M & A and valuation services.

• A. B. Dick Corp.
• Alset Owners, LLC
• BT Tires Group Holding, LLC
• Building Materials Holding Corporation
• Delanco Healthcare (Northern New Jersey)
• Eigen, Inc.
• EZ Lube LLC
• Government Telecommunications, Inc. (Eastern District of Virginia)
• HPG International, Inc.
• Jane & Company, LLC
• Jazz Products, Inc. (Trenton, New Jersey)
• OnSite Sourcing Inc. (Northern District of Virginia)
• Proliance International, Inc.
• TallyGenicom, L.P.
• Worldspace, Inc.
• Zohar Waterworks, LLC

M & A and Solvency Opinion/Valuation Assignments

Including the above creditors’ committee assignments, Jim has managed over 130 M & A and refinancing transactions, as well as over 70 solvency opinion and other valuation engagements, many for the same clients. Among these were included the following cases, some of which required court testimony:

• Hayes Lemmerz (public company; metal fabricated parts)
• Fansteel, Inc. (public company; precision fabricated metal products for the automobile and other industry sectors)
• FRD Acquisition Co. (wholly-owned restaurant subsidiary of Denny’s Corp.);
• Alexus Corp. (HR software developer)
• Global Technovations Corp. (producer of automotive testing products)
• American Classic Voyages Company vs. Atlantic Marine, Inc.
• Schuylkill Products, Inc. (concrete bridge components)
• Axistel Communications, Inc. (e.Volve Technology subsidiary; international provider of telecommunications networki
ng services)
• Bank of New England (large regional bank with numerous subsidiaries)
• Polly Peck plc (producer, importer, exporter, and distributor of produce products, including those sold under the
Del Monte brand)
• Goldman Industrial, Inc. (producer of machine tool products, including Bridgeport Machine Tool Corp.)
• C2 Media, Inc. (large format digital printing)
• AB Dick Corp. (printing equipment)
• Honey Creek Kiwi LLC (low-income housing)
• United States of America v. Skelly (the following four publicly-traded companies: American Healthchoice, Brake Headquarters, Jenna Lane, Multimedia Games
• Kelmscott Communications, Inc. (multi-division commercial printing company).
• Millenium Communications Group, Inc. (communications systems and project management)

Professional Public Speaking Engagements

James frequently appears as a speaker or panelist for professional conferences and seminars. The following are among his recent appearances:

• National Association of Corporate Directors (NACD), Washington Chapter
• Distressed Debt & Turnaround Investing Summit (American Conference Institute)
• "Enforcing Lenders´ Rights and Meeting the Challenges Posed by Today’s Credit Markets" (Turnaround Management Association)
• "Mergers & Acquisitions Due Diligence" (IncreMental Advantage)
• Financial Restructuring 101 & 102 (Financial Research Associates and Legal Education Association)
• "Mergers & Acquisitions Due Diligence" (IncreMental Advantage)
• "Distressed Debt" (Financial Research Associates)
• Distressed Debt Summit (Financial Research Associates)
• "Valuation of Hard-to-Value Securities and Portfolios" (Financial Research Associates and The Hedge Fund Business Operations Association)
• "Valuing Distressed Companies - Strategies to Enhance Investor Return" (Financial Research Associates)
• Global Distressed Debt Investor Forum (Finance IQ)
• "Investment Opportunities in Corporate Restructurings" (IncreMental Advantage), 2007
• Sixth Annual Distressed Debt Summit (Financial Research Associates), 2007

Previous Work Experience

Prior to ESBA, Jim was managing partner of a merchant banking firm, head of the national M & A group for a "Big 6" financial advisory services firm, and an operating executive with a Fortune 200 diversified manufacturing company. Prior to commencing his business career, Jim served as an officer in the Navy Supply Corps with the Nuclear Submarine Force (Pacific Fleet).

Educational Background:

• Wharton School, University of Pennsylvania, MBA
• Amherst College, BA