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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------X : In re: : : DEWEY & LEBOEUF LLP, : : Debtor. : : ---------------------------------------------------------------X

Chapter 11 Case No. 12-12321 (MG)

SECOND SUPPLEMENTAL ORDER FURTHER EXTENDING AND MODIFYING THE FINAL ORDER (1) AUTHORIZING USE OF CASH COLLATERAL, (2) GRANTING ADEQUATE PROTECTION, AND (3) MODIFYING THE AUTOMATIC STAY THIS MATTER having come before the Court upon the expedited motion for entry of a supplemental order (the Supplemental Order), pursuant to 11 U.S.C. 105, 361, 362, 363 and 507, and Rules 2002, 4001 and 9014 of the Federal Rules of Bankruptcy Procedure authorizing (1) the continued use of cash collateral, (2) granting adequate protection, and (3) modifying the automatic stay the (Expedited Motion)1 [Docket No. 297] of Dewey & LeBoeuf LLP (the Debtor) in the above-captioned chapter 11 case, further extending and modifying the Final Order, dated June 13, 2012, (1) Authorizing the Continued Use of Cash Collateral, (2) Granting Adequate Protection, (3) Modifying the Automatic Stay [Docket No. 91]; and the Court having considered the Expedited Motion, the Declaration of Jonathan A. Mitchell, in support of the Expedited Motion; and upon all of the pleadings filed with the Court and all of the proceedings held before the Court; and the Supplemental Order having been entered
1

Unless otherwise defined herein, capitalized terms shall have the meaning ascribed in the Expedited Motion.

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on July 31, 2012 [Docket No. 306]; and after due deliberation and consideration; and for good and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Final Order and Supplemental Order shall remain in full force

and effect except as expressly modified herein. 2. The definition of Specified Period in the Final Order shall be further

amended to mean the period from the Petition Date through the date which is earlier to occur of (a) 11:59 p.m. (Eastern time) on the fifth (5th) day following the Termination Declaration Date, or (b) 11:59 p.m. (Eastern time) on September 30, 2012. Notwithstanding the foregoing, to the extent the Creditors Committee determines to interpose an objection to the continued use of Cash Collateral on the terms set forth in the Final Order as supplemented by the Supplemental Order and this Order, the Creditors Committee may be heard by the Court at a hearing on September 12, 2012 at 2:00 p.m. provided that the Creditors Committee provides written notice of such objection to the Debtors counsel (atogut@teamtogut.com; bmoore@teamtogut.com) and counsel to the Collateral Agent (keckstein@kramerlevin.com; rschmidt@kramerlevin.com; deggermann@kramerlevin.com) to be received by no later than 5:00 p.m. on September 7, 2012. 3. 4. The Budget shall include the budget attached hereto as Exhibit A. The Debtors Obligations set forth in Section 11 of the Final Order

shall be supplemented to provide that the Debtor shall: (i) on or prior to August 24, 2012, provide the Collateral Agent with a detailed collectability report on all accounts 2

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receivable and works in progress that exceed $250,000, and update such report on a monthly basis; (ii) on or prior to August 31, 2012, file a motion pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure seeking approval of partner settlement agreements in connection with a partner contribution plan; and (iii) on or prior to September 4, 2012, provide the Collateral Agent with a reasonably acceptable winddown budget through confirmation of a chapter 11 plan. 5. The Challenge Period as defined in paragraph 18 of the Final

Order shall be extended for an additional 30 days without prejudice to the seeking of a further extension under paragraph 18 of the Final Order. 6. The provisions of this Order shall be effective immediately upon

entry of this Order pursuant to Bankruptcy Rules 4001(b), 6004(h) and 7062. SO ORDERED by the Court this 15th day of August, 2012.
_____/s/Martin Glenn_______ MARTIN GLENN United States Bankruptcy Judge

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Exhibit A Budget

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Dewey & LeBoeuf LLP Domestic Weekly Cash Flow Budget For the period of August 16, 2012 through September 30, 2012 (amounts in thousands USD) 8/16/2012 8/19/2012 Receipts Client Others1 Total Receipts Disbursements Employee Expenses Wind Down Compensation2 Dissolution Committee3 Benefits4 Employee Expense Reimbursements Operating Expenses Occupancy Expenses5 Datacenter / DR Co-lo Leased Equipment Professional Liability Insurance General Insurance IT / Critical Systems Records Management/Storage Communication Taxes Other Professionals On-Site Collection Fees Restructuring Expenses - Dewey6 Restructuring Expenses - Lenders UCC Professionals6 Other Operating Expenses Total Disbursements AR Proceeds Account7 Concentration Account/Other7 Total Opening Book Balance7 Net Cash Flow Available Cash (a) Memo - Other Expenses On-site Collection Fees Restructuring Expenses - Dewey Restructuring Expenses - Lenders UCC Professionals Incentives Accrual7 Accrued Employee PTO7 Subtotal (b) Cash Flow Sweep8 Available Cash (a) Memo - Other Expenses (b) Payment of Other Expenses9 AR Proceeds Account7 Concentration Account/Other Total Cash Available for Sweep Cash Flow Sweep Cash After Sweep
7

8/20/2012 8/26/2012

8/27/2012 9/2/2012

9/3/2012 9/9/2012

9/10/2012 9/16/2012

9/17/2012 9/23/2012

9/24/2012 9/30/2012

Total

3,311 3,311

4,762 4,762

4,088 4,088

1,150 1,150

1,994 1,994

2,200 2,200

4,250 4,250

21,755 21,755 -

(58) (93) (12) (36) (541) (88) (136) (19) (55) (35) (1,437) (53) (344) (100) (3,007) 10,000 10,000 305 10,305

(58) (12) (110) (19) (82) (100) (381) 10,305 10,305 4,381 14,686

(379) (58) (86) (12) (262) (85) (140) (260) (1,275) (100) (2,657) 14,686 14,686 1,431 16,117

(58) (5) (144) (19) (35) (2,103) (344) (75) (2,783) 16,117 16,117 (1,633) 14,483

(183) (58) (5) (75) (100) (10) (267) (75) (773) 14,483 14,483 1,221 15,704

(58) (5) (19) (50) (10) (75) (217) 15,704 15,704 1,983 17,688

(298) (58) (5) (183) (117) (10) (75) (746) 17,688 17,688 3,504 21,192

(860) (404) (179) (56) (298) (685) (541) (494) (76) (50) (462) (302) (3,541) (1,328) (688) (600) (10,563)

10,000 11,192 21,192

(41) (438) (222) (131) (833)

(68) (508) (222) (131) (930)

(72) (438) (222) (131) (863)

(20) (438) (222) (131) (811)

(35) (438) (222) (131) (826)

(39) (488) (222) (131) (880)

(74) (438) (222) (131) (866)

(349) (3,186) (1,554) (919) (6,008)

1,869 9,472 11,342 1,342 10,000

13,452 13,452 3,452 10,000

1,275 10,568 11,843 1,843 10,000

2,447 7,555 10,003 3 10,000

267 10,395 10,662 662 10,000

11,104 11,104 1,104 10,000

12,639 12,639 2,639 10,000

21,192 (6,008) 5,859

21,044 11,044 10,000

1) Includes any proceeds from transactions with foreign offices. 2) Payroll is authorized to be paid as accrued and includes retention payments. 3) Assumes Stephen Horvath's employment continues through September. 4) To the extent there is a favorable variance as it relates to the Benefits line item, the favorable amount will be excluded from the disbursement variance calculation. 5) Estimated rent payments for occupied space. 6) Professional fee payments are subject to fee applications and are excluded from disbursement covenant calculations. 7) Assumes beginning cash is swept to $10 million in accordance with the cash collateral order. Assumes accruals from prior periods are excluded from the sweep. 8) The Cash Available for Sweep is calculated as follows: Receipts less Total Disbursements less Memo-Other Expenses. The minimum cash after the sweep is $10 million. 9) Adjustment for payment of previously accrued expenses which have already been deducted for the purposes of the sweep calculation

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Dewey & LeBoeuf LLP Domestic Weekly Cash Flow Budget For the period of August 16, 2012 through September 30, 2012 (amounts in thousands USD) 8/16/2012 8/19/2012 Restructuring Dewey (thousands usd): Zolfo Cooper1 DSI Epiq Goldin1 Other Retained Professionals Togut1 Restructuring Lenders (thousands usd): FTI1 Kramer Levin1 Allen & Overy 1 Bingham
1

8/20/2012 8/26/2012

8/27/2012 9/2/2012

9/3/2012 9/9/2012

9/10/2012 9/16/2012

9/17/2012 9/23/2012

9/24/2012 9/30/2012

Total

150

50 10 228 438 75 90 7 50 222

150 20 50 50 10 228 508 75 90 7 50 222

150

150

150

150 50 50 10 228 488 75 90 7 50 222

150

50 10 228 438 75 90 7 50 222

50 10 228 438 75 90 7 50 222

50 10 228 438 75 90 7 50 222

50 10 228 438 75 90 7 50 222

1,050 20 100 350 70 1,596 3,186 525 630 49 350 1,554

UCC Professionals (thousands usd): Attorney1 Financial Advisor Retiree Committee1

1

70 31 30 131 791

70 31 30 131 861

70 31 30 131 791

70 31 30 131 791

70 31 30 131 791

70 31 30 131 841

70 31 30 131 791

490 219 210 919 5,659

Total Restructure

1) Represents an estimate for the forecast period. For presentation purposes it is straight lined on an average weekly basis.