UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 : SILICON GRAPHICS, INC., et al., : Case No. 09-11701 (MG) : Debtors. : (Jointly Administered) : ------x
DECLARATION OF MARK R. SOMERSTEIN
MARK R. SOMERSTEIN hereby declares:
1. I am an attorney at law admitted to practice in the States of New York and New
Jersey and in the United States District Court for the Southern District of New York. I am a
member of the firm of Ropes & Gray LLP (“Ropes & Gray”), which firm maintains offices at
1211 Avenue of the Americas, New York, New York 10036.
2. I am familiar with the matters set forth herein and make this declaration (the
“Declaration”) in support of the Application of the Debtors to Retain and Employ Ropes & Gray
as Counsel Pursuant to Section 327(a) of the Bankruptcy Code Nunc Pro Tunc to the Petition
Date (the “Application”).
3. On the date hereof (the “Petition Date”), Silicon Graphics, Inc. (“Silicon
Graphics”) and its affiliated debtors and debtors in possession in the above-captioned cases
(collectively, the “Debtors”) each filed a voluntary petition with this Court under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101, et seq. (the “Bankruptcy Code”).
4. Neither I nor Ropes & Gray are insiders of the Debtors. Neither I nor Ropes &
Gray hold directly any claim, debt, or equity security of the Debtors.
5. No member of Ropes & Gray has been, within two years from the date of the
filing of the Debtors’ petitions, a director, officer, or an insider of the Debtors as specified in
Bankruptcy Code section 101(14)(B).
6. Ropes & Gray does not have an interest materially adverse to the interests of the
Debtors’ estates, or of any class of creditors or equity security holders of the Debtors, by reason
of any direct or indirect relationship to, connection with, or interest in the Debtors.
7. To the best of my knowledge and information, Ropes & Gray neither holds nor
represents any interest adverse to the Debtors in connection with these chapter 11 cases. Based
upon the information available to me, I believe that Ropes & Gray is a “disinterested person”
within the meaning of Bankruptcy Code section 101(14).
8. In preparing this Declaration, Ropes & Gray performed a review of a list of
parties provided by the Debtors to check for potential conflicts, which included: (i) Silicon
Graphics and its affiliates and subsidiaries; (ii) current directors and officers of Silicon Graphics
for the two years prior to the Petition Date; (iii) the Debtors’ secured lenders; (iv) counterparties
to the Debtors’ significant leases/executory contracts; (v) the Debtors’ significant vendors; (vi)
the Debtors’ 50 largest unsecured creditors; and (vii) the Debtors’ proposed professionals. A
copy of the list of the parties searched by Ropes & Gray is annexed hereto as Schedule 1
(collectively, the “Searched Parties”).
9. Ropes & Gray maintains and systematically updates its conflict check system in
the regular course of its business, and it is the regular practice of Ropes & Gray to make and
maintain these records. The conflict check system maintained by Ropes & Gray is designed to
include every matter on which the firm is now or has been engaged since 1965, by which entity
the firm is now or has been engaged on such matter, and, in each instance, to include and record
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the identity of related parties and adverse parties and the Ropes & Gray attorney that is knowledgeable about the matter. It is Ropes & Gray’s policy 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, the matter, and related and adverse parties. Accordingly, the database is regularly updated for every new matter undertaken by
Ropes & Gray. The completeness and accuracy of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a new matter.
Compensation Received by Ropes & Gray from the Debtors
10. Ropes & Gray was first retained by the Debtors in November 2008 to provide legal services in connection with a restructuring, and, on November 20, 2008, Ropes &
Gray received a retainer of $500,000. Ropes & Gray’s retainer was later increased to
$1 million.
11. The billing and payment information for services rendered by Ropes & Gray pursuant to the Engagement Letter since November 20, 2008 is detailed below:
Retainer Period of Invoice/Receipt Billed Amount Cash Received Service Date Balance Forward 11/20/2008 $500,000.00 $500,000.00
10/20/2008 – 11/26/2008 $265,962.96 $234,037.04 11/21/2008 11/14/2008 – 12/08/2008 $64,538.65 $169,498.39 12/05/2008 12/03/2008 – 12/30/2008 $69,632.19 $99,866.20 12/26/2008 01/06/2009 $329,434.11 $429,300.31 12/28/2008 – 01/15/2009 $9,118.65 $420,181.66 01/09/2009 11/20/2008 – 01/26/2009 $24,386.06 $395,795.60 01/23/2009
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Retainer Period of Invoice/Receipt Billed Amount Cash Received Service Date Balance Forward 01/12/2009 – 02/09/2009 $10,566.08 $385,229.52 02/06/2009 01/28/2009 – 02/23/2009 $26,923.65 $358,305.87 02/20/2009 02/18/2009 – 03/12/2009 $122,838.62 $235,467.25 02/28/2009 03/16/2009 $641,694.13 $877,161.38 02/25/09 – 03/19/2009 $283,456.09 $593,705.29 03/13/09 3/24/2009 $406,294.71 $1,000,000.00 03/04/09 – 03/25/2009 $358,520.49 $406,294.71 $641,479.51 03/24/09 3/26/2009 $358,520.49 $1,000,000.00 3/30/2009 $234,520.32 $1,234,520.32 03/16/09 – 3/30/2009 $434,520.32 $800,000.00 03/29/09 03/26/09 – 3/31/2009 $225,000.00 $575,000.00 03/31/09
12. As of the Petition Date, Ropes & Gray holds a retainer of $575,000.00 and the
Debtors do not owe Ropes & Gray any amounts for legal services rendered prior to the Petition
Date.
Representation of Parties in Interest
13. Set forth in Schedule 2 annexed hereto is a listing of those Searched Parties or their affiliates that Ropes & Gray either (i) currently represents (the “Current Clients”) in matters
wholly unrelated to the Debtors’ chapter 11 cases or (ii) has in the past represented in matters
wholly unrelated to the Debtors’ chapter 11 cases. In connection with the services to be
rendered to the Debtors, Ropes & Gray will not commence a cause of action against any Current
Client with respect to the Debtors’ chapter 11 cases unless Ropes & Gray receives a waiver from
the Current Client allowing Ropes & Gray to commence such an action and disclosure is first
made to the parties in interest and the U.S. Trustee. To the extent such a waiver has not been
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obtained and any actions are commenced by or against any Current Client, the Debtors will use conflicts counsel.
Connections with Parties Representing 1% or More of Ropes & Gray’s Revenues for 2008
14. At the inception of any engagement for which a declaration is required pursuant to Bankruptcy Rule 2014, Ropes & Gray reviews information related to the parties involved in the bankruptcy case to determine whether any such party, together with its known related entities, were clients of Ropes & Gray and made payments to Ropes & Gray on account of such representation in the calendar year prior to the date of review that in the aggregate for each such party exceeds 1% of Ropes & Gray’s total revenues for such calendar year.
15. Ropes & Gray’s revenues for services rendered on behalf of the parties in interest identified in Schedule 2 aggregate, with respect to each such party in interest, less than 1% of
Ropes & Gray’s annual revenues for the fiscal year 2008.
Other Connections and General Disclosures
16. Ropes & Gray solicited information by firmwide email from its partners, associates, and staff to determine if any person employed by Ropes & Gray holds any of the
Debtors’ common equity or securities. This email identified one Ropes & Gray employee, a litigation paralegal manager, who owns 300 shares of Silicon Graphics common stock. To the best of my knowledge and information based on the responses received to the foregoing information request, no other member or employee of Ropes & Gray holds any of the Debtors’ common equity or securities. It is possible that a professionally managed retirement plan on behalf of Ropes & Gray employees or members of a 401(k) type plan may hold equity interests or other securities of the Debtors, but it is unknown to me at this time. If further information in this regard becomes known to me, I will promptly supplement this declaration.
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17. The conflicts search of the parties in interest listed on Schedule 1 attached hereto reveals that, although certain Ropes & Gray attorneys and paraprofessionals previously worked at other law firms that represented certain potential parties in interest in these chapter 11 cases, to the best of my knowledge and information, such people have not worked on matters relating to the Debtors while at Ropes & Gray.
18. On occasion, Ropes & Gray has referred work to other professionals to be retained in these chapter 11 cases. Likewise, certain professionals to be retained in these chapter
11 cases have referred work to Ropes & Gray.
19. Certain insurance companies pay the legal bills of Ropes & Gray clients. Some of these insurance companies may be involved in these chapter 11 cases. None of these insurance companies, however, are consequently Ropes & Gray clients.
20. Ropes & Gray may have represented in the past and/or may currently represent or in the future represent entities (other than parties in the attached exhibits) not currently known to
Ropes & Gray in matters wholly unrelated to the Debtors’ chapter 11 cases who may be parties in interest in these cases. To the extent Ropes & Gray discovers any such information or needs to update the information disclosed herein, Ropes & Gray will disclose such information by filing a supplemental declaration pursuant to Bankruptcy Rule 2014.
Specific Disclosures
21. As specifically set forth below and in the attached exhibits, Ropes & Gray represents certain of the Debtors’ creditors, equity security holders, or other parties in interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None of the representations described herein are materially adverse to the interests of the Debtors’ estates. Moreover, pursuant to section 327(c) of the Bankruptcy Code, Ropes & Gray is not disqualified from acting
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as the Debtors’ counsel merely because it represents the Debtors’ creditors, equity security
holders, or other parties in interest in matters unrelated to these chapter 11 cases. Although I do
not believe they would in any way affect Ropes & Gray’s ability to effectively represent the
Debtors, certain connections of Ropes & Gray to specific parties in interest are set forth below as
additional disclosures.
22. Quadrangle Master Funding Ltd. is one of the lenders under the Debtors’
prepetition secured credit facility (a “Secured Lender”). Ropes & Gray currently represents affiliates of Quadrangle Master Funding Ltd. in making certain investments. Those matters are unrelated to the Debtors and these chapter 11 cases. Ropes & Gray has also in the past represented a director of an affiliate of Quadrangle Master Funding Ltd. in trusts and estates matters unrelated to the Debtors and these chapter 11 cases.
23. Morgan Stanley Senior Funding is a Secured Lender and a holder of Silicon
Graphics common stock. Ropes & Gray currently represents affiliates of Morgan Stanley Senior
Funding in portfolio company, underwriting, securities, investment management, and tax matters and has in the past represented affiliates of Morgan Stanley Senior Funding in these and private equity investment and intellectual property matters. Those matters are unrelated to the Debtors and these chapter 11 cases. Ropes & Gray has also in the past represented an affiliate of
Morgan Stanley Senior Funding in connection with a restructuring agreement and an informal noteholder committee of which an affiliate of Morgan Stanley Senior Funding was a member.
Those matters are unrelated to the Debtors and these chapter 11 cases.
24. Grand Central Asset Trust is a Secured Lender. Ropes & Gray currently represents affiliates of Grand Central Asset Trust in connection with private equity and debt investments. Those matters are unrelated to the Debtors and these chapter 11 cases.
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25. Monarch Alternative Capital LP is a Secured Lender and a holder of Silicon
Graphics common stock. Ropes & Gray currently represents an informal committee of lenders of which Monarch Alternative Capital LP is a member. This matter is unrelated to the Debtors and these chapter 11 cases.
26. Encore Fund, L.P., and Fortissimo Fund are Secured Lenders and holders of
Silicon Graphics common stock. Ropes & Gray currently represents Symphony Asset
Management, an affiliate of Encore Fund, L.P., and Fortissimo Fund, in debt investment matters.
These matters are unrelated to the Debtors and these chapter 11 cases. Ropes & Gray also currently represents an affiliate of Symphony Asset Management in securities and investment management matters. These matters are unrelated to the Debtors and these chapter 11 cases.
27. The President and Fellows of Harvard College is a Secured Lender. Ropes &
Gray currently represents, and has in the past represented, the President and Fellows of Harvard
College and its affiliates in connection with private equity and debt investments, securities, tax, corporate, litigation, trusts and estates, investment management, and other matters. Those matters are unrelated to the Debtors and these chapter 11 cases. Ropes & Gray currently represents, and has in the past represented, the President and Fellows of Harvard College and its affiliates in bankruptcy and restructuring matters. Those matters are unrelated to the Debtors and these chapter 11 cases. To the extent issues may arise which would cause the Debtors to be adverse to the President and Fellows of Harvard College such that it would not be appropriate for
Ropes & Gray to represent the Debtors with respect to such matters, outside conflicts counsel will be retained.
28. Lehman Brothers Inc. is a Secured Lender. Ropes & Gray formerly represented an informal committee of lenders, of which Lehman Brothers Inc. was a member, in a
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bankruptcy matter. This matter as unrelated to the Debtors and these chapter 11 cases. Ropes &
Gray has in the past represented Lehman Brothers Inc. and its affiliates in connection with corporate, securities, litigation, underwriting, and investment matters. Those matters are unrelated to the Debtors and these chapter 11 cases. Ropes & Gray currently represents Barclays
Capital Inc. in connection with corporate, securities, and underwriting matters for which Ropes
& Gray initially represented Lehman Brothers Inc., and which were transferred to Barclays
Capital Inc. upon the purchase by Barclays Capital Inc. of substantial portions of Lehman
Brothers Inc.’s business. Those matters are unrelated to the Debtors and these chapter 11 cases.
29. Wilmington Trust FSB is the Agent for the Lenders. Ropes & Gray currently represents Wilmington Trust FSB as an agent under credit agreements and in certain bankruptcy and restructuring matters. Indeed, I personally represent Wilmington Trust FSB in these matters.
These matters are unrelated to the Debtors and these chapter 11 cases.
Compensation
30. Ropes & Gray is willing to be retained by the Debtors as their counsel and will make appropriate applications to this Court for compensation and reimbursement of out-of- pocket expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Bankruptcy Rules, and any orders of this Court. Ropes & Gray will bill at its standard hourly rates, which currently are $635 to $945 for partners, $255 to $860 for special counsel and counsel, $240 to $645 for associates, and $115 to $280 for paraprofessionals. The current hourly rates for the Ropes & Gray professionals with primary responsibility for this matter are:
Name Rate
Mark I. Bane $895/hour
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Name Rate
Mark R. Somerstein $780/hour
Christopher W. Rile $720/hour
Shuba Satyaprasad $600/hour
Charles M. Roh $525/hour
Patricia I. Chen $380/hour
These hourly rates are subject to periodic increase (typically at the end of each year) in the normal course of Ropes & Gray’s business. Other attorneys and paralegals will, from time to time, assist in the representation of the Debtors in connection with these cases at Ropes & Gray’s standard hourly rates in effect for those personnel. The hourly rates set forth above are Ropes &
Gray’s standard hourly rates for work of this nature. These rates are set at a level designed to fairly compensate Ropes & Gray for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is Ropes & Gray’s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client’s case. The expenses charged to clients include, among other things, telephone and telecopier toll charges, photocopying charges, travel expenses, expenses for “working meals” and computerized research, as well as non-ordinary overhead expenses, such as secretarial overtime. Ropes &
Gray will seek reimbursement for such expenses pursuant to, among other things, any applicable guidelines established by the U.S. Trustee.
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Schedule 1
Searched Parties
Abba Technologies Inc. Adams, Diana G. Aetna Incorporated Airgas North Central Alias Systems NV Alixpartners LLC Alltel Communications Inc. Alvarez And Marsal Tax And LLC AMD/Advanced Micro Devices Aquila Arrow Electronics Incorporated Asset Intertech Incorporate AT&T Mobility AT&T Wireless Services Atlas Manufacturing Avaya BAE Systems Incorporated Baker & McKenzie LLP Baker Botts Barco Incorporated Barr, David Bellsouth Benchmark Electronics Incorporated Bharat Heavy Electronics Limited - “BHEL” (India) Blakely Sokoloff Taylor & Zafman LLP Blakes Cassel & Graydon Boeing Company Boxx Technologies Incorporated BPG Grand Oak Building VII Investors, LLC Britt, Doug Brocade Communication Systems Incorporated Bromberg & Sunstein LLP Brooks, Catletha Brookside Joint Venture Buyse De Vlieger & Company Capital 2 SPV L.P. Carlyle Market Post Tower Catapano, Maria Charter Communications Chippewa Falls Department Of Public Utilities Chippy Warehouse, LLC
Choy, Danny A. Christensen Holdings, L.P. Chubb CIBC – Canadian Imperial Bank Of Commerce Cine-Tal Systems Incorporated Cingular Wireless Cingular Wireless - Atlys Computer Sciences Corporation Cooley Godward Kronish LLP Cray Financial Corporation Cray Foreign Sales Corp., Ltd Cray Inc. Cray Research (Canada) Inc. Cray Research (Israel), Ltd. Cray Research America Latina Ltd. Cray Research Asia/Pacific, Inc. Cray Research Eastern Europe Ltd. Cray Research India Ltd. Cray Research International, Inc. Cray Research, L.L.C. Credit Suisse – Geneva CSC CSC Communications CTC Communications Datadirect Networks Davis Polk & Wardwell Davis, Eugene I. Davis, Tracy Hope De Shaw Deloitte & Touche SA Deloitte Tax LLP DirecTV Incorporated DLA Piper Rudnick Gray Cary US LLP Donlin, Recano & Company, Inc. Duane Morrris Dub, Elizabeth C. Ducharme, McMillen & Associates, Inc Eaton Corporation EBM Papst EMC Corporation Emcore Corporation Encore Fund, L.P. Ernst & Young Ewald, Robert H. Expotechnik America Ltd Federal Edge Incorporated
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Felton, Marilyn Fenwick & West Fields, Myrna R. FM Global Fortissimo Fund Fragomen Del Rey Bernsen & Loewy LLP Freshfeilds Bruckhaus Deringer General Services Administra Global Aerospace Golden, Susan GPC 76, LLC Grand Central Asset Trust, Deshaw Grillo, Anthony Group Health Cooperative Of Eau Claire Harris Corporation Harwood International Corpo Hewlett-Packard Houlihan Lokey Howard & Zukin IBM IBS Systems Integration Limited ING Integra Telecom Of Utah Intel Americas Incorporated Intercall Incorporated Iron Mountain Off Site Data ISC Isham, Joanne O. ISS Facility Services Incor ITT Corporation James River Technical Incorporated Jersey Central Power & Light Joseph, Nadkarni Kanal Consulting Katari, Kevin – Director Khodorovsky, Nazar Korea Silicon Graphics Ltd. KPMG Kramer Levin Naftalis L-3 Communications LA Representation Fiscale Lampe, Conway & Co. Lanterman, Kathy A. Larsen & Toubro Infotech LI LC Capital LC Capital Master Fund, Ltd. Lee Hecht Harrison LLC
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Lehman Brothers Littler Mendelson Lloyds Lockheed Martin Corporation Loughlin Meghji And Company Incorporated LSI Corporation Market2Lead Incorporated Martin, Marylou Martinez, Anna M. Maryland Procurement Office Masumoto, Brian S. McDivitt, James A. McGladrey And Pullen Llp MCI MCI Worldcom Communications MCI Worldcom International MCI Worldcom Limited McKenna, Dennis Mendoza, Ercilia A. Merrill Communications Metlife Microsoft Minnesota Energy Resources Corp. Miratek Corporation Monarch Alternative Capital Monarch Debt Recovery Master Fund, Ltd. Monarch Opportunities Master Fund, Ltd. Morgan Lewis & Bockius Morgan Stanley Morgan Stanley Senior Funding Moroney, Mary V. Morrissey, Richard C. Mountain West Telecom Muzak Nakano, Serene NASA NEC Corporation New Jersey Natural Gas Company Nidas Estate (India) Niloy Incorporated NJVC LLC Northern States Power Compa Northrop Grumman Corporation Novell Incorporated Nth Degree Oberdank, Terry
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Old Republic One Communications Open Text Incorporated Oracle USA Incorporated Orrick Herrington & Sutcliffe Pacific Gas & Electric Page Call Communications Panasas Paragraph International, Inc. Parry, David Patterson & Sheridan LLP Paul Hastings Pebworth, Timothy Pitney Bowes Pitney Bowes Glocal Financial Services LLC Plaza Partners Prc C/D Llc Premiere Conferencing President Fellows Harvard Pricewaterhousecoopers Proscy Cruz Pruef Treuhand PS Business Parks, Inc PS Business Parks, Inc Qimonda North America Quadrangle Master Funding Ltd. Qwest Qwest Communications Company LLC Randolph, Kent Raytheon Company RFC Wireless RFI Communications Riffkin, Linda A. RLI Rodriguez, Abigail RR Donneley RRSL Portfolio Inc. And Rrsl Portfolio SBC SBC Pacific Bell SBC Southwestern Bell Schwartzberg, Paul K. Schwegman Lundberg Woessner & Kluth Shared Technologies Allegiance Sharp, Sylvester Sierra Greens Silicon Graphics (PTY) Limited
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Silicon Graphics A/S Silicon Graphics AB Silicon Graphics AE Silicon Graphics B.V. Silicon Graphics Biomedical (1995) Ltd Silicon Graphics Comercio E Servicos Ltda Silicon Graphics Computer Engineering & Technology Silicon Graphics Computer Systems Limited Silicon Graphics Europe Trade BV Silicon Graphics Federal, Inc. Silicon Graphics Finance S.A. Silicon Graphics Gmbh Silicon Graphics Limited Silicon Graphics Nihon KK Silicon Graphics of Manhattan, Inc. Silicon Graphics of New York, Inc. Silicon Graphics PTE Ltd Silicon Graphics PTY Ltd. Silicon Graphics Real Estate, Inc. Silicon Graphics S.A. Silicon Graphics S.A. De C.V. Silicon Graphics S.A./N. V. Silicon Graphics S.P.A. Silicon Graphics S.R.O. Silicon Graphics SA Silicon Graphics SDN BHD Silicon Graphics Systems (India) Limited Silicon Graphics Trading Sarl Silicon Graphics World Trade B.V. Silicon Graphics World Trade Corporation Silicon Graphics, Inc. Silicon Graphics, S.A. Silicon Studio, Inc. Skytel Smart Modular Technologies Software Solutions Solectron Solutions Made Simple Incor Soto, Hector Southeastern American Company Southpaw Southpaw Asset Mgmt Southpaw Credit Opportunity Sprint St. Paul/Travelers Staas & Halsey
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State Of New Mexico Sterne, Kessler, Goldstein & Fox Sun Microsystems Incorporat Superior Technical Resources Supermicro Computer Incorporated Symmetrics (Greece) Symphony Symphony Asset Mgmt. Symphony Credit Opps Fund Ltd Synopsys Tarter, Bruce TD Canada Trust Tektronix Incorporated TF Assoc. The Hartford Townsend And Townsend And Crew LLP Trident Computer Resources T-Systems / TSI (Germany) U.S. Air Force U.S. Navy US Specialty Insurance Velez-Rivera, Andy Vericenter Verizon Verizon Wireless Voltaire Incorporated Watershed Watershed Asset Management Watershed Asset Management, L.L.C. Watershed Capital (Offshore) Watershed Capital Inst Watershed Capital Institutional Partners, L.P. Watershed Capital Partners Watershed Capital Partners, L.P. Watershed Technology Holdings Weil Gotshal & Manges LLP Weinert, Barry Wellpoint, Inc. Wells Fargo Westcore Partners Whippoorwill Whippoorwill Associates, Inc., Whippoorwill Distressed Opp Whippoorwill Offshore Whipporwill Associates Wilmington Trust
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Wilshire Institutional Master Wood, Greg Ws Partners, L.L.C. Wti Developments, Inc. Xcel Energy Xl Insurance Yi, Chun Won Zipes, Greg M. Zurich
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Schedule 2
Searched Parties Represented by Ropes & Gray
Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Avaya Avaya Inc. Current Unrelated to the Debtors
Octel Communications Former Unrelated to the Corporation Debtors BAE Systems REFLECTONE INC. Former Unrelated to the Debtors Baker McKenzie Baker & McKenzie Former Unrelated to the Debtors Boeing Company SBS international Former Unrelated to the Debtors Brocade Communications John W Gerdelman Former Unrelated to the Systems Debtors Canadian Imperial Bank of Canadian Imperial Bank of Former Unrelated to the Commerce Commerce Debtors
CIBC Mellon Trust Former Unrelated to the Company Debtors
CIBC Oppenheimer Former Unrelated to the Corporation Debtors Carlyle Market Post Tower Carlyle Asia Growth Current Unrelated to the Partners IV LP Feeder Debtors Fund
The Carlyle Group Current Unrelated to the Debtors
Combined Systems Inc Current Unrelated to the Debtors
Dunkin Brands Inc Former Unrelated to the
Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Debtors
Dunkin Donuts Former Unrelated to the Incorporated Debtors
Equinix Inc. Former Unrelated to the Debtors
Insight Communications Former Unrelated to the Co Debtors
LPL Holdings Inc Current Unrelated to the Debtors
Nielsen Company BV Current Unrelated to the Debtors
Oriental Trading Company, Former Unrelated to the Inc. Debtors
Ranelli, Raymond A. Former Unrelated to the Debtors
StarBak Communications Former Unrelated to the Inc Debtors
Steering Committee of Current Unrelated to the Term Lenders of Debtors SemGroup1 Charter Communications CCH Mutual Funds and Former Unrelated to the Investment Debtors Cine Tal Systems GlycoFi Inc Former Unrelated to the Debtors
MedVentive LLC Former Unrelated to the Debtors
1 Member of Steering Committee of lenders which is a client of Ropes & Gray.
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Verax Biomedical Current Unrelated to the Incorporated Debtors Credit Suisse Credit Suisse Corporation Current Unrelated to the Debtors
Credit Suisse First Boston Former Unrelated to the Corporation Debtors
Credit Suisse First Boston Former Unrelated to the Equity Partners, LP Debtors
Credit Suisse First Boston Former Unrelated to the Debtors
Credit Suisse Securities Current Unrelated to the (USA) LLC Debtors
Norton H Reamer Current Unrelated to the Debtors
Sprout Group Former Unrelated to the Debtors CTC Communications CTC Communications Former Unrelated to the Corporation Debtors David Polk & Wardwell David Polk & Wardwell Former Unrelated to the Debtors DE Shaw & Co DE Shaw & Co Hong Current Unrelated to the Kong Limited Debtors DirecTV Innova Home Therapies Former Unrelated to the Debtors
Liberty Media Corporation Former Unrelated to the Debtors Duane Morris Duane Morris LLP Former Unrelated to the Debtors Eaton Corporation Yang Ming America Corp Former Unrelated to the Debtors
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client EMC Corporation EMC Corporation Current Unrelated to the Debtors
Paul Sagan Current Unrelated to the Debtors Ernst Young LLP Ernst & Young (Paris) Current Unrelated to the Debtors Fenwick West Fenwick & West LLP Former Unrelated to the Debtors Freshfields Bruckhaus Freshfields Bruckhaus Former Unrelated to the Deringer Deringer Debtors
Global Aerospace Constellation Energy Current Unrelated to the Group Inc Debtors
Mador AG Former Unrelated to the Debtors
Mclane Graf Raulerson & Former Unrelated to the Middleton Debtors
Munich Reinsurance Current Unrelated to the America Inc Debtors
Hartford Financial The Hartford Financial Current Unrelated to the Services Services Group Debtors
Edward J. Kelly Current Unrelated to the Debtors Hewlett Packard Hewlett-Packard Company Current Unrelated to the Debtors
Hewlett-Packard Financial Former Unrelated to the Services Debtors
Mercury Interactive Former Unrelated to the Corporation Debtors
Shoreline Investment Current Unrelated to the
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Management Company Debtors
Houlihan Lokey Howard & Blue Wave Capital Former Unrelated to the Zukin Inc. Debtors
Houlihan Lokey Howard & Former Unrelated to the Zukin Inc. Debtors
IBM Ascential Software Former Unrelated to the Corporation Debtors
Platform Solutions, Inc Former Unrelated to the Debtors
ING Aetna Casualty and Surety Former Unrelated to the Company Debtors
Aetna Life Insurance Former Unrelated to the Company Debtors
Baring Asset Management Current Unrelated to the Inc Debtors
CitiStreet LLC Former Unrelated to the Debtors
ING Furman Selz Asset Former Unrelated to the Management, LLC Debtors
ING Investment Former Unrelated to the Management Co Debtors
ING Realty Partners Current Unrelated to the Debtors
Pomona Capital Former Unrelated to the Debtors
Integra Telecom Utah Eschelon Telecom Inc. Current Unrelated to the Debtors
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Interactive John William Poduska Former Unrelated to the Supercomputing Debtors
Edward B Roberts Former Unrelated to the Debtors
Intercall Inc West Corporation Current Unrelated to the Debtors James River Technical James River2 Former Unrelated to the Debtors
Jersey Central Power Light Pennsylvania Electric Co Former Unrelated to the Company Debtors
KPMG KPMG UK Former Unrelated to the Debtors
Kramer Levin Naftalis Kramer Levin Naftalis Former Unrelated to the Nessen Kamin & Frankel Debtors
L 3 Communications Peter A. Cohen Current Unrelated to the Debtors
Lehman Brothers Lehman Brothers Inc. Former Unrelated to the Debtors
Lehman Brothers Former Unrelated to the International Debtors
Lehman Brothers Former Unrelated to the Debtors
Lloyds Underwriters at Lloyds of London Former Unrelated to the Interest Debtors
Lloyds Underwriters at Current Unrelated to the Interest Debtors
2 Member of trade association which was a client of Ropes & Gray.
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Lockheed Martin Lockheed Martin Current Unrelated to the Corporation Debtors
Martin Marietta Former Unrelated to the Corporation Debtors
Maryland Procurement Army & Navy Service Former Unrelated to the Office Club Debtors
Merrill Corporation Merrill Corp. Former Unrelated to the Debtors Metlife Inc New England Life Current Unrelated to the Insurance Co Debtors
Kenton Sicchitano Former Unrelated to the Debtors
State Street Research and Former Unrelated to the Management Co Debtors
Monarch Alternative Monarch Alternative Current Unrelated to the Capital Capital LP3 Debtors
Morgan Lewis & Bockius Morgan Lewis & Bockius Former Unrelated to the Debtors
Morgan Stanley Senior HUB International Limited Current Unrelated to the Funding Debtors
Morgan Stanley & Co Current Unrelated to the Incorporated Debtors
Morgan Stanley & Former Unrelated to the Company Investment Bank Debtors
Morgan Stanley Dean Former Unrelated to the Witter Advisor Inc Debtors
3 Member of Steering Committee which is a client of Ropes & Gray.
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client
Morgan Stanley Dean Former Unrelated to the Witter Venture Partn Debtors
Morgan Stanley Dean Former Unrelated to the Witter Debtors
Morgan Stanley DW Inc Current Unrelated to the Debtors
Morgan Stanley Fund Former Unrelated to the Services Debtors
Morgan Stanley Principal Current Unrelated to the Investment Debtors
Morgan Stanley/Dean Former Unrelated to the Witter Debtors
Morgan Stanley Current Unrelated to the Debtors
Muzak ABRY Partners LLC Former Unrelated to the Debtors Northrop Grumman Northrop Grumman Former Unrelated to the Corporation Corporation Debtors
Trw Inc Former Unrelated to the Debtors
Novell Inc John William Poduska Former Unrelated to the Debtors
Old Republic William A. Simpson Former Unrelated to the Debtors
One Communications Camulos Capital LP Current Unrelated to the Debtors Oracle Usa Oracle Corporation Former Unrelated to the Debtors
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Panasas Inc The Carlyle Group Current Unrelated to the Debtors
Pitney Bowes Imagitas Inc Former Unrelated to the Debtors
Pitney Bowes Inc Former Unrelated to the Debtors President and Fellows of Numerous Affiliates4 Current and Unrelated to the Harvard College Former Debtors PricewaterhouseCoopers PricewaterhouseCoopers Former Unrelated to the LLP Debtors
Quadrangle Master Quadrangle Group LLC Current Unrelated to the Funding Debtors
Joshua Steiner Former Unrelated to the Debtors
Raytheon Raytheon Company Current Unrelated to the Debtors
Raytheon E-Systems, Inc. Former Unrelated to the Debtors
Ronald L. Skates Current Unrelated to the Debtors
RR Donnelley Sons Nielsen Company BV Current Unrelated to the Debtors
RR Donnelley & Sons Former Unrelated to the Company Debtors
4 Ropes & Gray represents or has represented over 50 affiliates of the President and Fellows of Harvard College. Accordingly, due to the large number of affiliates, the full list has been omitted from this declaration. A full list of affiliates will be made available upon request made to Ropes & Gray.
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Sprint Nextel GTE Sprint Former Unrelated to the Communications Corp. Debtors
Nextel Communications Former Unrelated to the Inc. Debtors
People’s Choice TV Former Unrelated to the Corporation Debtors St Paul Travelers St Paul Travelers Former Unrelated to the Companies Inc Debtors
State New Mexico University of New Mexico Current Unrelated to the Debtors Sun Microsystems Inc INNOTEK INC Former Unrelated to the Debtors
Southeastern Asset Former Unrelated to the Management Inc Debtors
Symphony Asset Nuveen Investments Current Unrelated to the Management Institutional Services Debtors Group LLC
NWQ Investment Former Unrelated to the Management Company Debtors
TD Canada Trust Canada Trust Company Former Unrelated to the Debtors
Commerce Bancorp Former Unrelated to the Debtors
Delaware North Company Current Unrelated to the Inc Boston Debtors
TD Banknorth Inc Current Unrelated to the Debtors
TD Securities Current Unrelated to the Debtors
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client The Toronto Dominion Former Unrelated to the Bank Debtors
Toronto Dominion Bank Current Unrelated to the Debtors VFC, Inc. Former Unrelated to the Debtors
Tektronix Inc Danaher Corporation Former Unrelated to the Debtors
US Navy Navy Medical Research Former Unrelated to the Center Debtors
US Specialty Insurance Allan W Fulkerson Current Unrelated to the Debtors Vericenter John P. Connaughton Current Unrelated to the Debtors
Julie G. Richardson5 Former Unrelated to the Debtors Verizon Communications Bell Atlantic Network Former Unrelated to the Services Inc Debtors
Robert K. Storey Former Unrelated to the Debtors
Verizon Investment Current Unrelated to the Management Corporation Debtors Weil Gotshal Manges Weil Gotshal & Manges Former Unrelated to the LLP Debtors
Wells Fargo Foothill A G Edwards & Sons Inc Former Unrelated to the Debtors
Atlas Advisers Inc Former Unrelated to the Debtors
5 Ropes & Gray represents a group of limited partners, one of which is Ms. Richardson. 6 Represented as a member of a board of directors.
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client
CoreStates Financial Corp. Former Unrelated to the Debtors
Susan E. Engel6 Former Unrelated to the Debtors
Evergreen Capital Former Unrelated to the Debtors
Evergreen Funds Current Unrelated to the Debtors
Evergreen Group, Inc. Former Unrelated to the Debtors
Evergreen Investment Current Unrelated to the Services Inc Debtors
First Interstate Bancorp Former Unrelated to the Debtors
First Pennsylvania Bank Former Unrelated to the NA Debtors
First Union National Bank Former Unrelated to the of North Carolina Debtors
The Meridian Group Inc Former Unrelated to the Debtors
Norwest Venture Capital Former Unrelated to the Management Inc Debtors
Wachovia Bank, National Former Unrelated to the Association Debtors
Wachovia Securities, Inc Former Unrelated to the Debtors
Wells Fargo bank NA Current Unrelated to the
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Name of Entity and/or Nature of Name of Entity Searched Affiliate of Entity that is Status Representation an R&G Client Debtors
Wells Fargo Mortgage Former Unrelated to the Investors Debtors
Wells Fargo Nikko Former Unrelated to the Investment Advisors Debtors
Wells Fargo Realty Former Unrelated to the Advisors Funding Inc Debtors
World Savings Bank FSB Former Unrelated to the Inc Debtors
Wilmington Trust Wilmington Trust FSB Current Unrelated to the Corporation Debtors
XL Insurance Eugene McQuade Current Unrelated to the Debtors
XL Europe, Ltd Former Unrelated to the Debtors
XL Insurance America Inc. Current Unrelated to the Debtors XL Insurance Company Ltd (XLI) Current Unrelated to the Debtors
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