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HERRICK, FEINSTEIN LLP Proposed Attorneys for the Debtors and Debtors in Possession John R. Goldman Frederick E. Schmidt, Jr. Hanh V. Huynh Adam D. Wolper 2 Park Avenue New York, New York 10016 (212) 592-1400 (212) 592-1500 (fax) jgoldman@herrick.com eschrnidt@herrick. corn hhuynh(iiherrick. corn awolper@herrick . corn UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------x In re VIVARO CORPORATION, et al., Debtors.' ----------------------------------------x

Chapter 11 Case No. 12-138 10 (MG) (Motion for Joint Administration Pending)

AFFIDAVIT OF PHILIP J. GUND PURSUANT TO LOCAL BANKRUPTCY RULE 1007-2

STATE OFNEW YORK ) )ss.: COUNTY OF NEW YORK ) PHILIP J. GUND, being duly sworn, states: 1. I am a Principal of Marotta Gund Budd & Dzera, LLC ("MGBD"), a

restructuring consulting firm that advises cornpanies, creditors, investors and other parties with interests in cornpanies facing operational and financial difficulties. I have more than 25 years of
The Debtors and the last four digits of their respective taxpayer identification numbers, where applicable, are as follows: Vivaro Corporation (7907), STi Prepaid, LLC (5345), Kare Distribution, Inc. (3417), STi Telecom Inc. (7760), TNW Corporation (0303), STi CC 1, LLC, STi CC 2, LLC. The Debtors' address is 1250 Broadway, 25th-26th Floor, New York, New York 10001.
HF 7652459v.1 415209/0013

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professional experience, of which 20 years was spent working with troubled companies in outof-court and in-court restructurings. Prior to forming MGBD, I was a principal at Zolfo Cooper, LLC. I am a CPA, Certified Insolvency and Restructuring Advisor and graduated with a BBA in Public Accounting from Pace University. 2. In or around mid-July 2012, Vivaro Corporation and certain of its

affiliated debtor entities (collectively, the "Debtors") retained MGBD to provide turnaround management consulting, restructuring and bankruptcy services to the Debtors. On September 5, 2012, I was appointed to act as the Debtors' Chief Restructuring Officer ("CR0") during the pendency of the Debtors' bankruptcy cases. 3. I submit this Affidavit pursuant to Rule 1007-2 of the Local Bankruptcy

Rules for the Southern District of New York (the "Local Rules") in support of: (1) the Debtors' petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") filed on the date hereof (the "Petition Date"), and (2) "first-day" relief in the form of motions and applications that the Debtors have requested of the Court (the "First-Day Pleadings"). This Affidavit also is submitted to assist the Court and other interested parties in understanding the circumstances that compelled the commencement of the Debtors' abovecaptioned chapter 11 cases (the "Chgpteril Cases"). Except as otherwise indicated, all facts set forth in this Affidavit are based upon personal knowledge, my review of relevant documents, my discussions with the Debtors' officers and directors, or my opinion based upon experience, knowledge, and information concerning the Debtors' operations. If called upon to testify, I would testify competently to the facts set forth in this Affidavit. I am authorized to submit this Affidavit on behalf of the Debtors.

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I. Coriorate Structure and Histy

BACKGROUND

4.

Debtor Vivaro Corporation ("Vivaro") is the parent of four wholly owned

subsidiary debtors: STi Prepaid, LLC ("STi Prepaid"), STi Telecom, Inc., f/kla Epana Networks, Inc. ("STi Telecom"), TNW Corporation ("TNW") and Kare Distribution, Inc. ("Kare"). STi Prepaid, in turn, is the parent of debtors STi CC 1, LLC and STi CC 2, LLC. The Debtors' corporate headquarters is located in New York City. 5. The Debtors produce, market and sell prepaid international calling cards

for consumer end-users, primarily in the Hispanic community. Although the prepaid calling cards sold by the Debtors may be used to dial international numbers to any country, the Debtors focus their marketing on consumers with an interest in outbound calls to Mexico. 6. The prepaid calling cards are printed by outside vendors and sold to

distributors or directly to stores on credit. Distributors in turn sell the calling cards to small retailers, such as convenience stores, bodegas, and other retail establishments. The Debtors also sell calling cards directly to these retailers through their own distribution network maintained by Kare. 7. In order to use the cards the end-user consumers dial the number printed

on each prepaid calling card. These "inbound" calls are placed by carriers and transmitted to the Debtors' platform, where the calls are routed to any of a number of carriers that provide international telecommunications services. When calls are connected, the Debtors become liable to the carriers placing the inbound and/or outbound calls for the cost associated with the number of minutes that are used on the calling card. The carriers provide these services to the Debtors on credit. As described in greater detail below, the Debtors' revenues declined in recent years,

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and the Debtors' became increasingly unable to pay carriers for obligations from the use of calling cards. As a result, nearly all of the Debtors' carriers have discontinued providing services to the Debtors in connection with calls placed from prepaid calling cards. 8. The Debtors have a non-debtor Mexican corporate affiliate, Marcatel, who

is a carrier with whom the Debtors conduct business. Marcatel is currently owed approximately $11 million by the Debtors. One of the reasons the Debtors retained a Chief Restructuring Officer was to provide comfort to the Court and to creditors that an independent entity was acting on behalf of the Debtors in connection with their operations and bankruptcy cases.
Events Leading to the Petition Date

9.

With the emergence of alternate methods for international

communications as a result of technological advances, consumer demand for prepaid calling cards has declined significantly. The Debtors' business has been directly affected by this dropoff in demand, and revenues have fallen over 40% since the fourth quarter of 2010. Concurrently, the Debtors saw an increase in delinquencies in payment from distributors to whom prepaid calling cards were sold and a corresponding inability of the Debtors to pay carriers that requested shorter terms. The pressures from both the declining collections on the one hand, and increased pressure to pay carrier obligations on the other hand, lead to a liquidity crisis. The liquidity crisis, in turn, led to the Debtors' inability to pay amounts demanded by their carriers. That inability led to the potential cessation of call traffic which would have led to the destruction of the Debtors' brands and business. In order to stave off such a scenario, the Debtors, on September 5, 2012 (the "Petition Date") each filed voluntary chapter 11 petitions with this Court. 10. The Debtors believe that, with the protections afforded them by the

Bankruptcy Code, they will be able to reorganize or sell their business for the benefit of 4

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creditors. There Debtors currently employ approximately 231 full time and 65 part time employees. It is the Debtors hope that their business can be preserved not only to maximize distributions to creditors in these cases, but also to preserve jobs for the benefit of their employees. The Debtors believe that in order to maximize value for creditors, save employee jobs and protect consumers, they will either have to locate an investor or sell their operating business to a strategic partner. II. THE FIRST-DAY MOTIONS 11. The Debtors have, or shortly will be, filing the following "first day"

motions, which will be heard on an expedited basis: Debtor's Motion for Order Directing Joint Administration of Related Chapter 1 1 Cases (the "Joint Administration Motion"); . Motion for Order Authorizing Maintenance of Pre-Petition Bank Accounts and Continued Use of Existing Business Forms, and Granting Related Relief (the "Cash Management Motion"); Debtors' Motion for an Order Pursuant to Sections 105, 363(b), 507(a), 541, 1107(a) and 1108 of the Bankruptcy Code Authorizing, But Not Directing, the Debtors to Pay Pre-Petition Wages, Compensation, and Employee Benefits (the "Wage Motion"); Debtors' Motion for Entry of an Order Authorizing the Debtors to Honor Prepetition Calling Card Minutes (the "Customer Programs Motion");
e

Debtors' Motion Pursuant to Bankruptcy Rules 1007(c) and 2002(d) for an Extension of Time to File Schedules of Assets and Liabilities, Schedules of Executory Contracts and Unexpired Leases, and Statements of Financial Affairs (the "Schedules Motion")

The Joint Administration Motion 12. The Debtors seek joint administration of their Chapter 11 Cases, The

Debtors are affiliated and related, but independent, entities. Thus, joint administration of the Chapter 11 Cases is appropriate under Bankruptcy Rule 1015(b).

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13.

The joint administration of the Chapter 11 Cases will permit the Clerk of

the Court to use a single general docket for each of the Debtors' cases and to combine notices to creditors and other parties-in-interest of the Debtors' respective estates. Joint administration will save time and money and avoid duplicative and potentially confusing filings by permitting counsel for all parties-in-interest to (a) use a single caption on the numerous documents that will be served and filed herein and (b) file the papers in one case rather than in multiple cases. Finally, joint administration will protect parties-in-interest by ensuring that parties in each of the Debtors' respective Chapter 11 Cases will be apprised of the various matters before this Court in the Chapter 11 Cases.
The Cash Management Motion

14.

The Debtors seek authority to (a) continue using their current cash

management system, (b) continue using and maintaining existing bank accounts (as well as authorizing the Debtors to open and close bank accounts), and (c) continue using existing business forms. 15. The U.S. Trustee has established certain operating guidelines for a debtor

in possession in order to supervise the administration of chapter 11 cases. These guidelines require a chapter 11 debtor to, among other things, close all existing bank accounts and open new debtor-in-possession bank accounts, establish debtor-in-possession accounts for all estate monies required for the payment of taxes, including payroll taxes, maintain a separate debtor-inpossession account for cash collateral, and obtain checks for all debtor-in-possession accounts which bear the designation "debtor in possession," the bankruptcy case number, and the type of account. 16. As of the Petition Date, the Debtors maintained certain accounts (the

"Accounts"), the majority of which are maintained at three major banking institutions: Citibank,

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Bank of America and JPMorgan Chase. The Debtors maintain 11 different accounts that collect payments via wire or check from a specific customer or type of customer (the "Operating Accounts"). Once funds become available in the Operating Accounts, they are either used to pay operating expenses of the debtor entity that controls the account or transferred to one of two primary accounts with JP Morgan Chase or Citibank, depending on the funding requirements of the various accounts. When there are insufficient funds in a debtor's Depository Account to meet operating expenses, funds are transferred from another Depository Account with a surplus. In addition, the Debtors maintain several savings and money market accounts. 17. The Debtors seek a waiver of the requirement that new accounts be

opened in replacement of the Debtors' existing Accounts. If enforced in the Chapter 11 Cases, such a requirement would unnecessarily disrupt the administration of the payroll and other operations of the Debtors and would have adverse economic and operational consequences on the Debtors' relations with vendors and the timely meeting of the Debtors' obligations to those suppliers, as well as other creditors.
The Wage Motion

18.

As is typical in chapter 11 cases, the Debtors request authorization to: (i)

pay and/or perform, as applicable, pre-petition obligations to their employees (the "Employees"), including accrued pre-petition wages, salaries, and certain employee benefits; (ii) pay all related pre-petition withholdings and payroll-related taxes; (iii) reimburse Employees for pre-petition expenses that they have incurred on behalf of the Debtor in the ordinary course of business; (iv) continue their employee benefit programs, and pay all fees and costs in connection therewith, including pre-petition amounts; and (v) continue, in the Debtors' discretion, any other employee benefit program that the Debtors deem necessary (collectively, the "Employee Obligations").

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19.

The Employees perform a variety of critical functions for the Debtors,

including sales, distribution, administrative, supervisory and other tasks, as well as serving in managerial roles. The Employees' skills, and their knowledge and understanding of the Debtors' business, infrastructure and operations are essential to the effective and uninterrupted operation of the Debtors' business during the Chapter 11 Cases. 20. The Debtors also request that the Court direct all applicable banks to

receive, process, honor and pay all pre-petition checks or other transfers drawn on any of the Debtors' accounts to pay Employee Obligations. The Customer Programs Motion 21. The Debtors seek entry of an order that will authorize and permit them to

continue to honor certain prepetition calling card minutes (the "Minutes") that were purchased prior to the Petition Date in order to avoid a disruption in services and the corresponding destruction of the Debtors' calling card brands. 22. The ability to honor the Minutes is critical to the survival of the Debtors'

business. If the Debtors were to dishonor the Minutes, consumers would be left with essentially worthless cards and would not purchase the Debtors' cards in the future. The Debtors' ability, therefore, to preserve the saleable value of their business is dependent upon their ability to honor the Minutes. Simply put, if the Debtors' brands are destroyed due to the inability to honor the Minutes, the entire going-concern value of their business would be lost -- to the detriment of all creditors and parties- in- interest. Thus, the relief requested in this Motion is critical to the maximization and preservation of the value of the Debtors' bankruptcy estates. The Schedules Motion 23. The Debtors respectfully request that the Court to extend the 14-day

period to file their schedules of assets and liabilities, schedules of executory contracts and

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unexpired leases, and statements of financial affairs (collectively, the "Schedules") by an additional 30 days, without prejudice to the Debtors' ability to request additional time should it become necessary. 24. Due to the complexity and diversity of their operations (which span the

United States and also have a very significant international component), the Debtors anticipate that they will be unable to complete their Schedules in the fourteen days provided under Bankruptcy Rule 1007(c). To prepare their Schedules, the Debtors must compile information from books, records, and documents relating to thousands of claims, assets, and contracts. This information is voluminous and is not maintained in any single location. Collecting the necessary information requires that the Debtors, their employees and their professionals expend a significant amount of time and effort. 25. The Debtors currently are working diligently and expeditiously to prepare

the Schedules; however, the Debtors' resources are limited. In view of the amount of work entailed in completing the Schedules and the competing demands upon the Debtors' employees and professionals to assist in efforts to stabilize business operations during the initial postpetition period, the Debtors do not believe they will be able to properly and accurately complete the Schedules within the required 14-day time period. Accordingly, the Debtors request an additional 30 days in which to file their Schedules. III. LOCAL RULE 1007-2 REQUIREMENTS 26. Local Rule 1007-2 requires certain information related to the Debtors,

which is set forth below. 27. above. The information required by Local Rule 1007-2(a)(1) is set forth in Part I

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28. the Debtors. 29.

The information required by Local Rule 1007-2(a)(2) is not applicable to

In response to the information requested in Local Rule 1007-2(a)(3), to the

best of my knowledge, no committee has been organized prior to the Petition Date. 30. Pursuant to Local Rule 1007-2(a)(4), Exhibit A hereto lists the Debtors'

20 largest unsecured claims on a consolidated basis, excluding claims of insiders. 31. Pursuant to Local Rule 1007-2(a)(5), Exhibit B hereto lists the Debtor's

secured creditors, on a consolidated basis. 32. Pursuant to Local Rule 1007-2(a)(6), Exhibit C provides a summary of the

Debtors' consolidated assets and liabilities. 33. In response to the information requested in Local Rule 1007-2(a)(7), the

Debtors do not have any publicly held stock, debentures or other securities. 34. In response to the information requested in Local Rule 1007-2(a)(8), the

following property of the Debtors is in the possession or custody of a custodian: inactive calling cards at printers' and distributors' warehouses. 35. Pursuant to Local Rule 1007-2(a)(9), Exhibit D hereto provides a list of

the premises owned, leased or held under other arrangement from which the Debtors operate their business. 36. In response to the information requested in Local Rule 1007-2(a)(10), the

Debtors' substantial assets and books and records are located at 1250 Broadway, 25th Floor, New York, NY 10001 and at 5700 Northwest Central Drive, Suite 400, Houston, TX 77092.

10

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37.

Pursuant to Local Rule 1007-2(a)(1 1), Exhibit E hereto provides a list of

the nature and present status of each action or proceeding, pending or threatened, against the Debtors or their property. 38. Pursuant to Local Rule 1007-2(a)(12), Exhibit F hereto provides a list of

the names of the individuals who, in addition to myself as CR0, comprise the Debtors' existing senior management, and a brief summary of their relevant responsibilities and experience. 39. Pursuant to Local Rule 1007-2(b)(1)-(2)(A), Exhibit G hereto provides the

estimated amount of bi-weekly payroll to the Debtors' employees (not including officers, directors and stockholders) and the estimated amount to be paid to officers, stockholders, directors and financial and business consultants retained by the Debtors, for the thirty (30) day period following the filing of the Debtors' chapter 11 petitions. 40. Pursuant to Local Rule 1007-2(b)(3), Exhibit H hereto provides for the

thirty (30) day period following the filing of the chapter 11 petition, a list of estimated cash receipts and disbursements, net cash gain or loss, and obligations and receivables expected to accrue that remain unpaid, other than professional fees.

11

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41.

The foregoing is true to the best of my knowledge, information and belief. VIVARO CORPORATION, et at. Debtors and Debtors in Possession By: Is! Philip J. Gund Philip J. Gund, Chief Restructuring Officer

Sworn to and subscribed before me, this 6th day of September, 2012.

Notary Public

12

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EXHIBIT A LIST OF 20 LARGEST UNSECURED CREDITORS

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B4 (Official Form 4) (12/07)

United States Bankruptcy Court

Southern District of New York
In re Vivaro Corporation Debtor(s) Case No, Chapter 12-13810 11

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS

Following is the list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 91 case. The list does not include (1) persons who come within the definition of"insider' set forth in 11 U.S.C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured claims, state the child's initials and the name and address of the child's parent or guardian, such as "A.B,, a minor child, by John Doe, guardian." Do not disclose the child's name. See 11 U.S.C. 112; Fed. R. Bankr. P. 1007(m). (1)
Name of creditor and complete mailing address including zip code

(2)
Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor finniliar with claim who may be contacted Nature

(3)
of claim ('trade
debt, bank loan, government cont)-act, etc.)

(4)
Indicate if claim is contingent, unliquidated, disputed, or subject to setoff

(5)
of c/aim /,f secured, also state value of securityj
Amount

Sprint Intl POB 7996 Overland Park, KS 66207 -0996 Telecocommunications Relay Sri P 0 BOX 62634 Baltimore, MD 21264 Telecom Italia Sparkle ROME 622 Third Avenue 38th Floor New York, NY 10017 Verizon (AKA Worldcom and MCI) 2701 S.Johnson St San Angelo, TX 76904 Level 3 (Inbound) 7909 Woodland Center Blvd Tampa, FL 33614 IPBELL (Cascabel) 10370 Richmond Ave. Houston, TX 77042 Wind Telecom Prol. Av 27 de Febrero Herrera, Santo Domingo REPUBLICA DOMINICANA Telmex (USA) 3350 S.W. 148th Avenue Suite 400 Hollywood, FL 33027 Sprint Retail POB 7996 Overland Park, KS 66207 -0996

Sprint Intl POB 7996 Overland Park, KS 66207-0996 Telecocommunications Relay Srv P 0 BOX 62634 Baltimore, MD 21264 Telecom ltalia Sparkle ROME 622 Third Avenue 38th Floor New York, NY 10017 Verizon (AKA Worldcom and MCI) 2701 S.Johnson St San Angelo, TX 76904 Level 3 (Inbound) 7909 Woodland Center Blvd Tampa, FL 33614 IPBELL (Cascabel) 10370 Richmond Ave. Houston, TX 77042 Wind Telecom Prol. Av 27 de Febrero Herrera, Santo Domingo REPUBLICA DOMINICANA Telmex (USA) 3350 S.W. 148th Avenue Suite 400 Hollywood, FL 33027 Sprint Retail POB 7996 Overland Park, KS 66207-0996

4,527,319.90

2,724,1 06.79

1,976,817.78

1,869,790.55

1,729,865.54

1,510,327.96

1,465,525.71

904,333.38

835,846.40

Software Copyoght (c) 1996-2012 COn INCORPORATED - www.bestcase.com

Best Case Bankruptcy

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Case No. Debtor(s)

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114 (Official Form 4) (12/07) - Cont.

In re

Vivaro Corporation

12-13810

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS

(Continuation Sheet)
(1) Name of creditor and complete mailing address including zip code (2) Name, telephone number and complete mailing address, including zip code, of employee, agent, or department of creditor familiar with claim who may be contacted
Jazztel C/ASegura,llEdificio C 28100 Alcobendas Madrid ESPANA Entel Avda.Andres Bello 2687,Pisol2 Las Condes Santiago CHILE D exposito & Partners 875 Avenue of The Americas 25th Floor New York, NY 10001 Neustar Inc P 0 BOX 403034 Atlanta, GA 30384 Global Crossing 200 Galleria, Suite 402 Southfield, MI 48034 Angel Telecom Blegistrasse ha CH6340 BaarSchweiz SWITZERLAND Digicel 40 Knutsford Boulevard Kingston JAMAICA Maxcom Telecomunicaciones SA Guillermo Gonzalez Camarena 2000 Santa Fe D.F. MEXICO

(3) iVature of claim (trade debt, bank loan, government contract, etc.)

(4) Indicate if claim is contingent, unliquidated, disputed, or subject to setoff

(5) Amount of claim /if secured, also state value of securityj

763,207.98

Jazztel C/ASegura,llEdificio C 28100 Alcobendas Madrid ESPANA Entel Avda.Andres Bello 2687,Piso12 Las Condes Santiago CHILE D exposito & Partners 875 Avenue of The Americas 25th Floor New York, NY 10001 Neustar Inc P 0 BOX 403034 Atlanta, GA 30384 Global Crossing 200 Galleria, Suite 402 Southfield, MI 48034 Angel Telecom Blegistrasse ha CH6340 BaarSchweiz SWITZERLAND Digicel 40 Knutsford Boulevard Kingston JAMAICA Maxcom Telecom unicaciones SA Guillermo Gonzalez Camarena 2000 Santa Fe D.F. MEXICO CM Tel (USA) (Comnet) 700 South Flower Street Suite 750 Los Angeles, CA 90017 WTXC (World Wide Telecom) Suite 2608 Shatha Tower Dubai Internet City,Dubai UNITED ARAB EMIRATES Tricom (Global Interlink) I North Federal Highway Suite 400 Boca Raton, FL 33432

588,842.59

577,452.92

544,316.27

518,505.75

502,918.81

481,434.54

459,331.95

CM Tel (USA) (Comnet) 700 South Flower Street Suite 750 Los Angeles, CA 90017 WTXC (World Wide Telecom) Suite 2608 Shatha Tower Dubai Internet City,Dubai UNITED ARAB EMIRATES Tricom (Global Interlink) I North Federal Highway Suite 400 Boca Raton, FL 33432

407,537.51

365,555.69

330,122.91

Software Copyright (c) 1996-2012 CCH INCORPORATED- w,wi.bestcase.com

Best Case Bankruptcy

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EXHIBIT B LIST OF 5 LARGEST SECURED CREDITORS

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The Receivables Exchange 935 Gravier Street, 12th Floor New Orleans, LA 70112 Outstanding: Approximately $950,000 Collateral: certain factored receivables pledged as collateral 2. TelePoint International Corporation 1025 Old Country Road, Suite 311 Westbury, NY 11590 Outstanding: approximately $500,000 Collateral: accounts receivable not pledged to The Receivables Exchange

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EXHIBIT C UNAUDITED SUMMARY OF CONSOLIDATED ASSETS AND LIABILITIES

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2011 December 2012 July

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Vivaro Consolidated Balance Sheet

Assets Current assets Cash Accounts receivable Inventory Prepaid expenses and other cl Current Assets Total Property, plant and equipment Security deposits Intangible assets Long Term Assets Assets total Liabilities Current Liabilities Accounts payable and accrue Carrier accounts payable Deferred revenue Due to Receivables Exchange Other current liabilities Short term capital leases Deferred rent Current Liabilities Total Long Term Liabilities Due to Baldwin Long Term Liabilities Long Term Liabilities Total Liabilities Total Equity Capital Retained Earnings Equity Total Liabilities + Equity Total

2095 34,364 1,392 1282 39,134 9,257 204 23,279 760 72,634

2,336 30,424 2,197 3,943 38,901 6,487 203 22,461 720 68,772

33,336 40,577 47,028 6,588 2,473 199 571 130,773

42,350 41,963 41,227 4,523 4,426 158 516 135,164

289 289 131,062

233 233 135,396

(56,764) (1,664) (58,428) 72,634

(56764) (9860) (66,624) 68,772

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*uii I
LIST OF LEASED PREMISES

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Lease Locations

2800 South River Road, Suite 110 Des Plaines, IL 60018 8100 NE Parkway Drive, Suite 150 Vancouver, WA 98662 3473 Satellite Boulevard, Suite 115 North Duluth, GA 30096 10190 Kay Freeway, Suite 100 Houston, TX 77043 1515 E. Tropicana, Suite 200 Las Vegas, NV 89119 75 Broad Street New York, NY 1250 Broadway New York, NY 15-0 1 Pollitt Drive Fairlawn, NJ 07410 5700 Northwest Central Drive, Suite 400 Houston, TX 77092

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EXHIBIT E LIST OF THREATENED OR PENDING LITIGATION

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Pending Litigation: DIAMOND PHONE CARD, INC., v. DIAMOND PREPAID PHONE CARDS, LLC; STX II LLC; STI PHONECARD, INC.; STI PREPAID, LLC; STX COMMUNICATIONS LLC; LEUCADIA NATIONAL CORPORATION; SLEPTAN & ASSOCIATES, LLC; CHARLES SLEPIAN; ANTONIO RAIMONDO; YASSER TAWFIK alkla KEN TAWFIK; and GLEN H. RIPA, ESQ., Index: 65 1247/2010, Supreme Court of New York, New York County DIGITGLOBAL COMMUNICATIONS v. DIAMOND PHONE CARD, INC., DIAMOND PREPAJD PHONE CARDS, LLC, STX II LLC, STI PHONECARD, [NC., STI PREPAID, LLC, SAMSUDDIN PANJWANI and JOHN AND JANE DOES 1 THROUGH 20, Index: 13658/2009, Supreme Court of New York, Queens County DIRECT WHOLESALE INC. v. STX COMMUNICATIONS LLC, STX II, LLC, DIAMOND PREPAID PHONE CARD, LLC, YASSER TAWFIK alk/a1 KEN TAWFIK, ANTONIO RAIMONDO, NASREEN GILANI, RAFIK GILANI, DIAMOND PHONE CARD, [NC., Civ. No. 2:09-C V-02 139, District of New Jersey KARE DISTRIBUTION, [NC. V. JAM LABELS AND CARDS LLC, d/b/a A&M CARDS, ARTHUR AARON and MARC STEINBERG, Civ. No. 2:09-cv-969, District of New Jersey, In the Matter of STi Telecom, Inc. (formerly Epana Networks, Inc.) Apparent Liability for Forfeiture, File No. EB-10-TC-394, NAL/Acct. No. 201132170024, FRN: 0007413867, Federal Communications Commission, BEST PFIONES COMMUNICATION, [NC., et al. v. STI PREPAID, LLC, et al., Civ. No. CV-12-02589, Central District of California WAVECREST NETWORKS v. STI PREPAID, LLC, No. 50494 T 00553 12, American Arbitration Association ComNet (USA) LLC v. STi Telecom Inc. f/k/a Epana Networks, Inc., AAA No. 13 494 01826 12, American Arbitration Association 382 Communications Corporation v. STi Prepaid, LLC, No. 50 494 T 00544 12, American Arbitration Association JARED BERRIOS v. STI PREPAID, LLC, LEUCADIA NATIONAL CORPORATION, VIVARO CORPORATION, Index No. 11-150479, Supreme Court of New York, New York County) Kare v. Raza, No. 13 494 J 00867 12, American Arbitration Association

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Potential Litigation: DIGA Entertainment LLC v STi Prepaid LLC, Case no. 50 494 T 00347 12, American Arbitration Association AT&T re local access 75 Broad Street Landlord 1250 Broadway Landlord(s) Sparkle Communications Airtel Carrier PB Telco Verizon

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i D1 :1 i:Jt DEBTORS' MANAGEMENT

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Jesus Velazquez Alberto Ribe Diana Daniels Lydia Jahn Juan Pablo Gonzales Arturo Rojas Maria Bock Kyriakos Avrom Forman Alejandro Salazar

Management Team CEO CFO SVP - Wholesale and Carrier Infrastructure SVP - Marketing and Product Development SVP - Sales and Distribution VP - Operations and IT Director of Human Resources SVP - Corporate and External Affairs VP - Business Development & Distribution

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EXHIBIT G PAYROLL AMOUNTS

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The following is an estimate of hi-weekly payroll to employees during the initial 30 days following the Petition Date:

Estimated payroll to employees (not including officers, directors and stockholders: $464,088. Estimated amount to be paid to officers, stockholders and directors: $62,297. Estimated amount to be paid to financial advisors: $225,000.

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EXHIBIT H 30-DAY POST-PETITION RECEIPTS AND DISBURSEMENTS

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VIVARO: Cash Flow Forecast

SUs000 e Collections ISO Collections DSI) Collections 'rotal Cash Receipts Operatinu Disbursements Service Providers Carriers Other Subtotal Selling. General and Adtnin Employee Costs Customer SeMce Travel Sales & Marketing Technology Ops Professional Fees Office RentlServices Reg. Fees and Taxes Other Subtotal: SG&A Total Operating Disbursements Net Operating Cash Flow Other Disbursements Total Disbursements Net Cash Flows Bank Balance Beginning Balaitce Net Cash Floss' Other Endiitg Balance e t Oct Total

1,498 1,304 2,802

1,451
1,307 2,759

1,411 1,318 2,729

1,377 1,333 2,710

1,501 1 1 499 3,000

7,238 6,761 11,197

1,058 1,058 30 20
-

1,045 1,045 592 20

-

2,100 2,100 45 20 102

-

2,117 2,117 800 20

-

2,116 2,116 20 20 102

-

8,436
-

8,436 1,487 100 204 250 350 70 317 362 90 3,231 11,667 2,332 100 11,767 $2,232

15 65 1,123 1,679 20 1,143 $1,659

IS 627 1,672 1,086 20 1,692 $1,066

313 25 505 2,605 124 20 2,625 $104

250 350 35 34 50 20 1,558 3,675 (965) 20 3,695

35 284
-

IS 476 2,592 407 20 2,612 $387

($985)

$150 1,659 $1,809

$1,809 1,066 $2,875

$2,875 104 $2,979

$2,979 (985)
$ 1,994

$1,994 387. $2,382

$1,809 573 S2,382

30 sa' post filing Cash Flow Vivaro Sept 5 v2 Cash Flow Forecast

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