Exhibit B Baker Declaration

Exhibit B

Baker Declaration

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ______) In re: ) Chapter 11 ) RHI Entertainment, Inc., et al.,1 ) Case No. 10-16536 (SMB) ) Debtors. ) ) Jointly Administered ) ______)

DECLARATION OF D. J. BAKER IN SUPPORT OF APPLICATION OF DEBTORS FOR AN ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LATHAM & WATKINS LLP AS ATTORNEYS FOR THE DEBTORS PURSUANT TO SECTIONS 327(a), 329, AND 1107 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014(a) AND 2016 AND LOCAL RULES 2014-1 AND 2016-1, NUNC PRO TUNC TO THE PETITION DATE

I, D. J. Baker, being duly sworn, state the following under penalty of perjury:

1. I am a partner of Latham & Watkins LLP (“L&W”). L&W maintains offices for the practice of law at, among other places, 885 Third Avenue, New York, New York 10022. I am admitted, practicing, and a member in good standing of the Bar of the State of New York and the District of Columbia, and am admitted to practice in the United States District Court for the

Southern District of New York. There are no disciplinary proceedings pending against me.

2. I am authorized to make this declaration (the “Declaration”) in support of the

application (the “Application”)2 to retain L&W as attorneys for RHI Entertainment, Inc. and

1 The Debtors in these related cases, along with the last four digits of each Debtor’s federal tax identification number, are: RHI Entertainment, Inc. (4616); RHIE Holdings Inc. (5429); RHI Entertainment Holdings II, LLC (0004); RHI Entertainment, LLC (7887); RHI Entertainment Productions, LLC (6014); RHI Entertainment Distribution, LLC (6017); RHI International Distribution Inc. (7653); NGP Holding, Inc. (6138); HEGOA Inc. (4608); Independent Projects, Inc. (2430); Don Quixote, Inc. (1238); HE Pro Tunes, Inc. (2268); HEP Music, Inc. (2267); Metropolitan Productions, Inc. (9375); Library Storage, Inc. (8155); HEP SS Music Inc. (7969); and SLB Productions, Inc. (8171).

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certain of its affiliates and subsidiaries that have commenced these Chapter 11 Cases

(collectively, the “Debtors”), nunc pro tunc to December 10, 2010 (the “Petition Date”),

pursuant to Sections 327(a), 329 and 1107 of Title 11 of the United States Code (the

“Bankruptcy Code”), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules of the

United States Bankruptcy Court for the Southern District of New York (the “Local Rules”).

Except as otherwise indicated, all facts set forth in this Declaration are based upon my personal

knowledge, information supplied to me by the Debtors or by other L&W professionals or

paraprofessionals, or information learned from my review of relevant documents.

SERVICES TO BE PROVIDED

3. Prior to the Petition Date, the Debtors and L&W signed the engagement letter

annexed hereto as Appendix 1 (the “Engagement Letter”). The Debtors currently seek to retain

L&W, subject to orders of this Court, to render legal services to the Debtors relating to the day-

to-day administration of these Chapter 11 Cases, including, without limitation:

a) advising the Debtors with respect to their powers and duties as debtors-in- possession in the continued management and operation of their business and assets;

b) preparing motions, applications, briefs, answers, orders, reports, and other documents necessary to the administration of the Debtors’ estates;

c) taking necessary action to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending actions commenced against the Debtors, and representing the Debtors’ interests in negotiations concerning all litigation in which the Debtors are involved, including objections to claims filed against the estates;

d) taking necessary action on behalf of the Debtors to obtain approval of a disclosure statement and confirmation of any plan of reorganization proposed by the Debtors;

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

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e) analyzing the Debtors’ leases and executory contracts and the potential assumption, assignment, or rejection thereof;

f) advising on corporate, finance, litigation, tax, employee benefits, and other legal matters;

g) attending meetings and negotiating with representatives of creditors and other parties-in-interest;

h) appearing before this Court and other courts, tribunals, administrative and regulatory bodies on behalf of the Debtors; and

i) performing other necessary legal services for the Debtors in connection with these Chapter 11 Cases.

4. L&W has been involved with legal representation relating to the Debtors since

2006. L&W has also served as counsel to the Debtors during prepetition negotiations with certain of the Debtors’ major creditors and secured lenders, and in connection with many of the

Debtors’ prepetition transactions. L&W bankruptcy and restructuring attorneys have been intimately involved in counseling the Debtors regarding their financial affairs, and its attorneys have consequently become familiar with many of the factual and legal issues that will be addressed in these Chapter 11 Cases. I believe that the retention of L&W, with its unique knowledge of and experience with the Debtors, will contribute greatly to the efficient administration of the Debtors’ estates, thereby minimizing the expense to the estates and facilitating the Debtors’ smooth transition into these Chapter 11 Cases.

L&W’S DISINTERESTEDNESS

5. Based upon the information that is presently available to me, except as set forth herein or indicated in the appendices hereto, the partners, counsel, and associates of L&W do not have any connection with any of the Debtors, their affiliates, their creditors, or any other party- in-interest, or their respective attorneys and accountants, the United States Trustee for the

Southern District of New York, or the Judge presiding over these cases.

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6. Except as otherwise set forth herein or indicated in the appendices hereto:

a) Neither L&W nor any attorney at L&W hold or represent an interest adverse to the Debtors’ estates;

b) As of the date of this Application, neither L&W nor any attorney at L&W is a creditor, an equity security holder, or an insider of the Debtors;

c) Neither L&W nor any attorney at L&W is or was within two years before the Petition Date, a director, officer, or employee of the Debtors; and

d) L&W does not have an interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in the Debtors, or for any other reason.

7. L&W and certain of its partners, counsel, and associates may have in the past represented, may currently represent, and likely in the future will represent parties-in-interest of the Debtors. Except as set forth below, all such representations have been in matters unrelated to the Debtors and these Chapter 11 Cases.

8. In the ordinary course of L&W’s business, L&W maintains an electronic database of present and former L&W clients that is managed by “conflict specialists.” At my direction,

those conflict specialists searched that database for L&W’s connections to the following

categories of entities and individuals (collectively, the “Potential Parties-in-Interest”). The

Potential Parties-in-Interest may have changed without my knowledge and may change during

the pendency of these Chapter 11 Cases. L&W will supplement this Declaration as necessary when it becomes aware of new material information. The following is a list of the categories of

Potential Parties-in-Interest that L&W has searched thus far:

a) Debtors and Affiliated Entities; b) Formerly Affiliated Entities and Previous Names; c) Restructuring and Other Significant Professionals or Agents of Debtors and Affiliates; d) Material Secured Lenders (including current and former administrative agents);

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e) Counsel/Professionals to Material Secured Lenders and Key Parties; f) Other Material Lienholders; g) Holder of 5% or More of Any Outstanding Common or Preferred Equity Securities; h) Letter of Credit Issuers and Known Beneficiaries; i) Current and Former Officers and Directors and LLC Managers (for the past three years and consolidated for any entities); j) Material Unsecured Creditors; k) Major Suppliers/Vendors/and Other Parties; l) Counterparties to Major Executory Contracts and Other Agreements; m) Counterparties to Major Real Property and Personal Property Leases; n) United States Bankruptcy Judges in the Southern District of New York; o) United States Trustee for the Southern District of New York and Key Staff Members; and p) Clerk of Court and Deputy for the Southern District of New York.

9. The database search described above revealed that certain of the Potential Parties- in-Interest were former or are current L&W clients. Attached as Appendix 2 to this Declaration

is a list of Potential Parties-in-Interest that are current or former clients of L&W or of L&W

attorneys while such attorneys were at a prior firm. Through the information generated from this

computer inquiry, and through follow-up inquiries with L&W attorneys as necessary, it was

determined that, except as described below, L&W’s representation of the Potential Parties-in-

Interest was not adverse to the Debtors or their estates.

10. It is possible that affiliates of the Potential Parties-in-Interest are current or former

clients of L&W. To the extent L&W identifies that its potential representation of such affiliates

constitutes a conflict of interest, L&W will disclose such conflict in a supplemental declaration.

11. Pursuant to Section 327(c) of the Bankruptcy Code, L&W is not disqualified from

acting as the Debtors’ counsel merely because it has represented or currently represents the

Debtors’ creditors, equity security holders or other parties-in-interest in matters unrelated to

these Chapter 11 Cases. I believe that L&W is a “disinterested person,” as that phrase is defined

in Section 101(14) of the Bankruptcy Code as modified by Section 1107(b) of the Bankruptcy

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Code, and L&W’s employment is necessary and in the best interests of the Debtors and their estates and creditors.

12. L&W’s investigation and research of the Potential Parties-In-Interest has thus far failed to eliminate the possibility that Potential Parties-In-Interest other than those searched may be current or former clients of L&W because (a) the names of the Potential Parties-In-Interest are similar to, but not identical to, current or former L&W clients or (b) the names of the Potential

Parties-In-Interest are common names that appeared on our conflict search results, but do not appear to be the same individuals or entities that are parties-in-interest herein.

13. While L&W has undertaken, and continues to undertake, extensive efforts to identify connections with the Debtors and other Potential Parties-in-Interest, it is possible that connections with some Potential Parties-in-Interest have not yet been identified. L&W will periodically review its files during the pendency of these Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, L&W will use reasonable efforts to identify such further developments and will promptly file a supplemental declaration, as required by Bankruptcy Rule

2014(a). In that regard, L&W intends to disclose clients in the capacity that they first appear in a conflicts search. For example, if a client has already been disclosed in this Declaration in one capacity (i.e., as a bank), and the client appears in a subsequent conflicts search in a different capacity (i.e., as a bondholder), then L&W does not intend to disclose the same client again in supplemental declarations, unless the circumstances are such in the latter capacity that additional disclosure is required.

14. Unless it obtains waivers where necessary or appropriate, L&W will not represent the Debtors in any adversary proceeding commenced by or against any client of L&W, nor will

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L&W represent such other client against the Debtors. To the extent that a waiver does not exist

or is not obtained from such other client, I expect that the Debtors would retain separate conflicts

counsel to represent them in that particular matter. L&W will not, while employed by the

Debtors, represent any other entity having an adverse interest to the Debtors with respect to

matters upon which the Debtors seek to retain L&W during the pendency of these Chapter 11

Cases.

15. As of the Petition Date, and except as disclosed below, I am unaware of any

L&W attorneys who own any equity securities issued by the Debtors or any note or other debt

instrument issued by the Debtors. A memorandum has been sent to all L&W attorneys requiring

that all attorneys who own any equity securities issued by the Debtors or any note or other debt instrument issued by the Debtors provide the details of such ownership. I will supplement this

Declaration, as necessary, based on any responses to the memorandum that are received as soon as reasonably practicable.

16. It is my understanding that certain interrelationships exist among the Debtors and

certain non-debtor affiliates. Nevertheless, the Debtors have advised L&W that the Debtors’

relationships to each other and their non-debtor affiliates do not pose any conflict of interest

because of the general unity of interest with the Debtors. Insofar as I have been able to ascertain,

I know of no conflict of interest that would preclude L&W’s representation of the Debtors in

these Chapter 11 Cases.

SPECIFIC DISCLOSURES

17. L&W currently represents JPMorgan Chase Bank, N.A. and several of its

affiliates and subsidiaries (collectively “JPMorgan”) in a number of different matters unrelated

to the Debtors and these Chapter 11 Cases. JPMorgan is the administrative agent for, and a

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lender under, certain of the Debtors’ prepetition credit facilities and will be the administrative

agent for, and a lender under, the Debtors’ post-petition financing. Of those entities listed on

Appendix 2, JPMorgan is the only entity that accounted for one percent or more of L&W’s

billings for the twelve months prior to the Petition Date, accounting for approximately 2.1% of

L&W’s total billings during that period.

18. Bank of America, N.A. (“Bank of America”) is a secured lender under the

Debtors’ first lien credit facility. At least one L&W attorney has been seconded to Bank of

America. As part of that arrangement, the seconded attorney works solely on matters for Bank

of America, is supervised solely by Bank of America, and does not participate in our

representation of any L&W client other than Bank of America with respect to any present or

future matters during the course of that attorney’s secondment. In addition, that attorney will not

represent Bank of America in connection with these Chapter 11 Cases.

19. In January 2006, L&W represented KRH Investments LLC (“KRH”) in its

acquisition (the “Acquisition”) of RHI Entertainment, LLC (“RHI Entertainment”), formerly

known as Hallmark Entertainment, from its previous owner. KRH is a limited liability company controlled by an investment consortium that included members of the Debtors’ management (the

“Management Members”) and Kelso & Company L.P. and certain of its subsidiaries and

affiliates (collectively, “Kelso”). In connection with its representation, L&W performed legal

work on a variety of matters for RHI Entertainment and its parent company, RHI Entertainment,

Inc. (“RHI”), including the initial public offering (the “IPO”) of the stock of RHI in 2007. As a

result of the Acquisition and the IPO, I understand that KRH holds 42.3% of the common stock

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of RHI,3 and one principal at Kelso, Michael B. Goldberg, presently serves on the board of

directors of certain Debtors in these Chapter 11 Cases.

20. Since the IPO in 2007, L&W has continued to represent RHI in certain corporate

and litigation matters, but L&W has not represented KRH or Kelso in any matter adverse to the

Debtors. In connection with these services, L&W has provided legal opinions with respect to the

issuance of shares of RHI’s common stock in the IPO, and the enforceability of various loan and

collateral documents into which the Debtors have entered. L&W does not, and will not,

represent KRH or Kelso in connection with these Chapter 11 Cases. Kelso has informed the

Debtors that both Kelso and KRH will retain separate counsel to represent each of them in any

and all matters related to the Debtors and these Chapter 11 Cases.

21. Finally, L&W has been representing RHI and certain current and former

Management Members (Robert A. Halmi, Jr., and William J. Aliber) jointly in connection with

Kleiman v. RHI Entertainment, Inc., et al., 09-CV-8634 (AKH), a securities litigation filed in the

United States District Court for the Southern District of New York, under appropriate waivers.

As a result of the filing, such litigation is stayed against the Debtors, and the claims against the

Debtors would be subordinated under Section 510(b) of the Bankruptcy Code. In the event the plaintiffs seek to pursue the litigation against Mr. Halmi and Mr. Aliber, L&W would expect to continue to represent them, as there is a unity of interest between the Debtors and such individuals that is best served by continuity of counsel. Although the litigation is not expected to

result in any judgment against the individuals, L&W believes that any judgment would be

covered by insurance. In the unlikely event of a judgment not covered by insurance, L&W

would not represent the individuals, and the individuals understand that L&W could not

3 The remaining 57.7% of the common stock of RHI Entertainment, Inc. is held by public shareholders.

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represent them, in connection with any pursuit of an indemnification claim against the Debtors.

L&W does not, and will not, represent Mr. Halmi and Mr. Aliber in connection with these

Chapter 11 Cases.

22. For the forgoing reasons, I do not believe that L&W’s past or current representation of Kelso, KRH or certain members of RHI’s management precludes L&W from being a disinterested party under the Bankruptcy Code.

TERMS AND CONDITION OF L&W’S RETENTION

23. L&W intends to apply to this Court for compensation and reimbursement of expenses in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, the guidelines established by the Office of the United States Trustee, and this Court’s applicable orders, including Administrative Order M-389, Amended Guidelines for

Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases

(Bankr. S.D.N.Y. Nov. 25, 2009).

24. The terms and conditions of the Debtors’ proposed retention of L&W are set forth in the Engagement Letter. L&W intends to charge the Debtors for its services on an hourly basis, and will seek reimbursement of the actual and necessary out-of-pocket expenses and other charges that L&W incurs in the course of representing the Debtors. The rate structure that L&W will utilize in these Chapter 11 Cases is similar to the rate structures L&W utilizes with its other clients in restructuring and other matters, regardless of whether a fee application is required.

L&W’s proposed hourly rates reflect that the restructuring and other matters in which it is involved are typically national in scope and typically involve great complexity, high stakes, and severe time pressures.

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25. L&W operates in a complicated, national marketplace for legal services in which

rates are driven by multiple factors relating to the individual lawyer, his or her area of

specialization, the firm’s expertise, performance and reputation, the nature of the work involved

and other factors. Because the sub-markets for legal services are fragmented and are affected by

a variety of individualized and interdependent factors, L&W has no one rate for an individual biller that applies to all matters for all clients. L&W rates for an individual biller may vary as a function of the type of matter, geographic factors, the nature of certain long-term client relationships, and various other factors, including those enumerated above.

26. L&W’s hourly rates are set at a level designed to compensate L&W fairly for the work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses.

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly

rates are subject to periodic adjustments to reflect economic and other conditions (which

adjustments will be disclosed in a supplemental declaration and reflected in the first L&W’s fee

application following such adjustments). In particular, L&W current hourly rates for matters

related to these Chapter 11 Cases are expected to be within the following ranges:

Position Range of Hourly Rates Partner $675 to $1090 an hour Counsel $650 to $930 an hour Associate $295 to $780 an hour Paraprofessional $115 to $375 an hour

27. The following L&W professionals are presently expected to have primary

responsibility for providing services to the Debtors: D. J. Baker, Rosalie Gray, Keith Simon,

Adam Ravin and Jude Gorman. In addition, as necessary, other L&W professionals and para-

professionals will provide services to the Debtors.

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28. It is L&W’s policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client’s case that would not have been

incurred except for representation of that particular client. Examples of such expenses are

postage, transportation, overtime expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions, long-distance telephone calls, airfare, meals, and lodging. It is

L&W’s policy that, with certain exceptions, it will charge its clients only the amount actually incurred by L&W in connection with such items and, as to those exceptions, L&W has taken certain administrative steps to conform its policy to the Local Rules regarding such charges.

29. To ensure compliance with all applicable deadlines in these Chapter 11 Cases,

L&W may utilize the services of overtime secretaries and may bill the Debtors for such services.

In addition, L&W professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices.

PREPETITION PAYMENTS TO L&W

30. In December 2009, L&W was retained to represent the Debtors in their restructuring and likely chapter 11 cases. In connection with L&W’s retention, L&W held a

prepetition retainer as an advance toward L&W fees and services in the amount of $750,000 (the

“Retainer”). Since December 2009, the following amounts were advanced to L&W as

additional Retainer and subsequently applied to L&W’s outstanding fees and expenses:

Date Amount March 25, 2010 $512,896.43 March 31, 2010 $404,022.84 April 12, 2010 $934,035.93 April 30, 2010 $480,752.35 June 4, 2010 $546,366.19 June 30, 2010 $225,701.63 July 30, 2010 $572,143.57 August 31, 2010 $495,205.66 September 17, 2010 $716,132.31

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September 30, 2010 $726,481.39 October 20, 2010 $663,593.68 November 5, 2010 $496,661.26 November 12, 2010 $428,099.67 November 29, 2010 $245,750.24 December 6, 2010 $136,059.67 December 9, 2010 $150,000.00

Prior to the Petition Date, the original Retainer was applied toward L&W’s outstanding fees and expenses. Thus, as of the Petition Date, the Debtors do not owe L&W any amounts for legal services rendered before the Petition Date and there is no remaining Retainer. During the 90 days and one year prior to the Petition Date, L&W received $3,562,778.22 and $7,733,902.82, respectively, in total compensation from the Debtors (not including the Retainer). To the extent

L&W is owed any unpaid prepetition fees or expenses in excess of the Retainer, L&W will not seek payment of such excess amounts.

31. In accordance with Sections 329 and 504 of the Bankruptcy Code and Bankruptcy

Rule 2016(b), L&W has not entered into any agreements, express or implied, with any other party in interest, including any of the Debtors, any creditor, or any attorney for such party in interest in these Chapter 11 Cases (a) for the purpose of sharing or fixing fees or other compensation to be paid to any such party-in-interest or its attorneys for services rendered in connection therewith, (b) for payment of such compensation from the assets of the estate in excess of the compensation allowed by this Court pursuant to the applicable provisions of the

Bankruptcy Code, or (c) for payment of compensation in connection with these Chapter 11

Cases, in each case other than in accordance with Section 504(b)(1) of the Bankruptcy Code or applicable law.

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct.

Executed this 16th day of December, 2010

/s/D. J. Baker______D. J. Baker LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022-4834 Telephone: (212) 906-1200 Facsimile: (212) 751-4864

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Appendix 1 to Baker Declaration

Engagement Letter

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December 8, 2"009 Page 7

LATHAM&WATKINSup

Approval of Eneaeement RHI Entertinment, Inc. has read the enclosed letter and agrees to its terms, effective as of the date on which Latham & Watkins LLP first provided services to RHI Entertainment, Inc. BY SIGNING THIS LETTER, RHI ENTERTAINMENT, INC., ON BEHALF OF ITSELF AND RHI ENTERTAINMENT HOLDINGS II, LLC AGREES TO HAVE ANY ISSUE ARISING OUT OF OR RELATING TO THE SERVICES OF THE LATHAM ARBITRATION PARTIES (INCLUDING ANY CLAIM FOR PROFESSIONAL LIABILITY) DECIDED IN ARBITRATION AND RHI ENTERTAINMENT, INC. GIVES UP ITS RIGHT (AND THE RIGHT OF RHI ENTERTAINMENT HOLDINGS II, LLC) TO A JURY OR COURT TRIAL AND ACKNOWLEDGES THE ARBITRATION PROVISION IN SECTION 7 ABOVE.

Date: F=.- 0, 20 lO

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Appendix 2 to Baker Declaration

Current Clients

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Alliance Leicester Material Secured Alliance & Leicester plc, Banco L&W has in the past represented and Lenders (including Santander Central Hispano, currently represents this entity and/or current and former Banco Santander, Santander certain affiliates or subsidiaries in matters administrative agents) Consumer Bank wholly unrelated to the Debtors’ Chapter Aktiengesellschaft, Santander 11 Cases. In addition, one or more Seguros y Reaseguros Compañía attorneys at L&W may have represented Asegurad, Grupo Santander, or this entity and/or certain affiliates or Santander Bank subsidiaries while at a prior firm in matters unrelated to the Debtors. American Broadcasting Major The Walt Disney Company, L&W has in the past represented and Companies, Inc. Suppliers/Vendors/Other ABC, American Broadcasting currently represents this entity and/or Parties; Counterparties Companies, Inc.ABC certain affiliates or subsidiaries in matters to Major Executory Broadcasting, Disney ABC wholly unrelated to the Debtors’ Chapter Contracts and Other Television Group and affiliated 11 Cases. In addition, one or more Agreements entities attorneys at L&W may have represented this entity and/or certain affiliates or subsidiaries while at a prior firm in matters unrelated to the Debtors. American Express Bank, Major American Express, AMEX and L&W has in the past represented and FBS Suppliers/Vendors/Other American Express affiliates currently represents this entity and/or Parties certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. American Federation of Other Material American Federation of One or more attorneys at L&W represented Musicians Lienholders Musicians, American Federation this entity while employed with the of Musicians government in matters unrelated to the of the United States and Canada Debtors. Ascent Media Current Top 20 Ascent Media Group, Inc. L&W has in the past represented and Unsecured Creditors currently represents this entity and/or

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Avaya, Inc. Major Avaya, Inc., Avaya Financial L&W has in the past represented this entity Suppliers/Vendors/Other Services, Avaya Argentina Srl, and/or certain affiliates or subsidiaries in Parties Avaya Singapore Pte Ltd. matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. AXA Assurances Holders of 5% or More AXA and affiliated entities L&W has in the past represented and I.A.R.D. Mutelle of Outstanding Common currently represents this entity and/or or Preferred Equity certain affiliates or subsidiaries in matters Securities of the wholly unrelated to the Debtors’ Chapter Company 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors.

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Bank Leumi Material Secured Bank Leumi, Leumi Bank UK L&W has in the past represented this entity Lenders and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Bank of America Material Secured Bank of America. and affiliated L&W has in the past represented and Lenders entities currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Bank of America NA Major Bank of America. and affiliated L&W has in the past represented and Charlotte Suppliers/Vendors/Other entities currently represents this entity and/or Parties certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Bank of Ireland Material Secured Bank of Ireland, BOI, and The L&W has in the past represented and Lenders Governor and Company of the currently represents this entity and/or Bank of Ireland certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors.

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Baupost Group L.L.C. Holders of 5% of More The Baupost Group LLC, L&W has in the past represented and of Outstanding Common Wheelock St/Baupost, Baupost currently represents this entity and/or or Preferred Equity Group Securities LLC certain affiliates or subsidiaries in matters Securities of the wholly unrelated to the Debtors’ Chapter Company 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Blackrock Inc. Holders of 5% or More Blackrock Financial L&W has in the past represented and of Outstanding Common Management, Blackrock Finance, currently represents this entity and/or or Preferred Equity BlackRock Realty Advisors, Inc certain affiliates or subsidiaries in matters Securities of the and various Blackrock entities. wholly unrelated to the Debtors’ Chapter Company 11 Cases. BNP Paribas Paris Material Secured BNP Paribas Group and affiliated L&W has in the past represented and Lenders entities currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. California Bank & Trust Material Secured California Bank & Trust L&W has in the past represented this entity Lenders and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. Catalyst Capital Group Material Secured Catalyst Capital Group L&W currently represents this entity and/or Inc. Lenders (including certain affiliates or subsidiaries in matters current and former wholly unrelated to the Debtors’ Chapter administrative agents) 11 Cases. Catalyst Fund Limited Material Secured Catalyst Capital Group, Catalyst L&W currently represents this entity and/or Partnership II Lenders Fund L.P. certain affiliates or subsidiaries in matters

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship wholly unrelated to the Debtors’ Chapter 11 Cases. CBS Broadcasting, Inc. Counterparties to Major CBS, Inc., CBS Corporation, L&W currently represents this entity and/or Executory Contracts and CBS TV, CBS Broadcasting, certain affiliates or subsidiaries in matters Other Agreements CBS Outdoor, CBS Paramount wholly unrelated to the Debtors’ Chapter Network Television, CBS 11 Cases. In addition, one or more Television Network, CBS News, attorneys at L&W represented this entity CBS/Viacom, Columbia while at a prior firm in matters unrelated to Broadcasting Systems Inc., CBS the Debtors. Radio CBS Entertainment Counterparties to Major CBS, Inc., CBS Corporation, L&W currently represents this entity and/or Executory Contracts and CBS TV, CBS Broadcasting, certain affiliates or subsidiaries in matters Other Agreements CBS Outdoor, CBS Paramount wholly unrelated to the Debtors’ Chapter Network Television, CBS 11 Cases. In addition, one or more Television Network, CBS News, attorneys at L&W represented this entity CBS/Viacom, Columbia while at a prior firm in matters unrelated to Broadcasting Systems Inc., CBS the Debtors. Radio CIT Group Material Secured The CIT Group and affiliated L&W has in the past represented and Lenders entities currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Citibank New York Material Secured Citibank, Citigroup and affiliated L&W has in the past represented and Lenders entities currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. City National Bank Major City National Bank L&W has in the past represented this entity Suppliers/Vendors/Other and/or certain affiliates or subsidiaries in Parties matters wholly unrelated to the Debtors’ Chapter 11 Cases. Comerica Material Secured Comerica Incorporated, L&W has in the past represented and Lenders Comerica, Comerica Bank, currently represents this entity and/or Comerica Asset Management certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Directors Guild of Other Material Directors Guild of America, L&W has in the past represented and America Lienholders DGA, Directors Guild of currently represents this entity and/or America - Producers Pension and certain affiliates or subsidiaries in matters Health Plans, Directors Guild of wholly unrelated to the Debtors’ Chapter America - Producer 11 Cases. In addition, one or more Supplemental Pension Plan, attorneys at L&W represented this entity Directors Guild of America - while at a prior firm or while employed Producer with the government in matters unrelated to the Debtors. Export Development Major EDC, Exportation et One or more attorneys at L&W represented Canada Suppliers/Vendors/Other developpement Canada, Export this entity while at a prior firm in matters Parties Development Canada, Export unrelated to the Debtors. Development Corporation, Canada, Export Development Canada (Exim bank of Canada) Fox Studio Australia Pty Major News Corp/News America, Fox L&W has in the past represented and

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Limited Suppliers/Vendors/Other Mobile Distribution GmbH, currently represents this entity and/or Parties News Corp, Fox Interactive certain affiliates or subsidiaries in matters Media, Inc., Fox International wholly unrelated to the Debtors’ Chapter Channels Italy S.r.l., FOX, 11 Cases. Newscorp, Fox Broadcasting Company, Fox Sports.com, Fox Cable Networks Inc., Twentieth Century Fox Film Corporation, Fox News Network, LLC, Fox Cable Network Services, LLC, Twentieth Century Fox, Fox Entertainment Group, Inc., Fox Networks, FOX Television FTI Consulting, Inc. Counsel/Professionals to FTI Consulting, Inc. L&W has in the past represented and Material Secured currently represents this entity and/or Lenders certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Grosvenor Park 2000 Counterparties to Major Grosvenor Park L&W has in the past represented and Partnership Executory Contracts and currently represents this entity and/or Other Agreements certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Hallmark Cards, Inc. Major Hallmark Cards, Inc. L&W has in the past represented this entity Suppliers/Vendors/Other and/or certain affiliates or subsidiaries in

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Parties matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Hallmark Entertainment Formerly Affiliated Hallmark Entertainment, Inc., L&W has in the past represented and Australia Pty Ltd. Entities and Previous Hallmark Cards, Inc., Board of currently represents this entity and/or Names Directors of Hallmark, Inc., certain affiliates or subsidiaries in matters Hallmark, Hallmark wholly unrelated to the Debtors’ Chapter Entertainment Networks, 11 Cases. Hallmark Gold Crown, Hallmark (Gold Crown Stores) Hallmark Entertainment Formerly Affiliated Hallmark Entertainment, Inc., L&W has in the past represented and Distribution LLC Entities and Previous Hallmark Cards, Inc., Board of currently represents this entity and/or Names Directors of Hallmark, Inc., certain affiliates or subsidiaries in matters Hallmark, Hallmark wholly unrelated to the Debtors’ Chapter Entertainment Networks, 11 Cases. Hallmark Gold Crown, Hallmark (Gold Crown Stores) Hallmark Entertainment Counterparties to Major Hallmark Entertainment, Inc., L&W has in the past represented this entity Holdings Executory Contracts and Hallmark Cards, Inc., Board of and/or certain affiliates or subsidiaries in Other Agreements Directors of Hallmark, Inc., matters wholly unrelated to the Debtors’ Hallmark, Hallmark Chapter 11 Cases. In addition, one or more Entertainment Networks, attorneys at L&W represented this entity Hallmark Gold Crown, Hallmark while at a prior firm in matters unrelated to (Gold Crown Stores) the Debtors. Hallmark Entertainment Formerly Affiliated Hallmark Entertainment, Inc., L&W has in the past represented and Limited Entities and Previous Hallmark Cards, Inc., Board of currently represents this entity and/or Names Directors of Hallmark, Inc., certain affiliates or subsidiaries in matters Hallmark, Hallmark wholly unrelated to the Debtors’ Chapter Entertainment Networks, 11 Cases.

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Hallmark Gold Crown, Hallmark (Gold Crown Stores) Hallmark Entertainment Formerly Affiliated Hallmark Entertainment, Inc., L&W has in the past represented and Productions LLC Entities and Previous Hallmark Cards, Inc., Board of currently represents this entity and/or Names Directors of Hallmark, Inc., certain affiliates or subsidiaries in matters Hallmark, Hallmark wholly unrelated to the Debtors’ Chapter Entertainment Networks, 11 Cases. Hallmark Gold Crown, Hallmark (Gold Crown Stores) Highwoods Realty Counterparties to Major Highwood Properties, L&W has in the past represented this entity Limited Partnership Real Property and Highwoods Realty Limited and/or certain affiliates or subsidiaries in Personal Property Partnership matters wholly unrelated to the Debtors’ Leases Chapter 11 Cases. Hypo Vereins Bank Material Secured HypoVereinsbank, L&W has in the past represented and Lenders HypoVereinsbank/HVB, currently represents this entity and/or HypoVereinsbank Paris HVB certain affiliates or subsidiaries in matters Capital Partners AG, HVB wholly unrelated to the Debtors’ Chapter Corporates and Markets and 11 Cases. In addition, one or more various other HVB entities attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. ION Media Networks, Major Paxson Communications L&W has in the past represented and Inc. Suppliers/Vendors/and Corporation, Ion Media, ION currently represents this entity and/or Other Parties Media Networks certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. JPM Mezzanine Capital Material Secured JP Morgan Chase and affiliated L&W has in the past represented and LLC Lenders entities currently represents this entity and/or

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. JPMorgan Chase Letter of Credit Issuers JP Morgan Chase and affiliated L&W has in the past represented and and Known entities currently represents this entity and/or Beneficiaries certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Kelso AIV VII LP Material Secured Kelso and Company, Kelso & L&W has in the past represented and Lenders Company, Kelso Investment currently represents this entity and/or Associates VI, L.P., Kelso certain affiliates or subsidiaries in matters Investment Associates, Kelso wholly unrelated to the Debtors’ Chapter Investments 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Kelso AIV VII LLC Holders of 5% or More Kelso and Company, Kelso & L&W has in the past represented and of Outstanding Common Company, Kelso Investment currently represents this entity and/or or Preferred Equity Associates VI, L.P., Kelso certain affiliates or subsidiaries in matters Securities of the Investment Associates, Kelso wholly unrelated to the Debtors’ Chapter Company Investments 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. KPMG LLP Restructuring and Other KPMG and affiliated entities L&W has in the past represented and

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Significant Professionals currently represents this entity and/or of Company and certain affiliates or subsidiaries in matters Affiliates wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Lions Gate Films Inc. Major Lions Gate Entertainment Corp., L&W has in the past represented this entity Suppliers/Vendors/and Lionsgate, Lions Gate, Lions and/or certain affiliates or subsidiaries in Other Parties Gate Films, Lions Gate Studios matters wholly unrelated to the Debtors’ and other various Lions Gate Chapter 11 Cases. entities Lloyds Financial Counterparties to Major Lloyds Banking Group PLC, L&W has in the past represented and Leasing Limited, Lloyds Executory Contracts and Lloyds TSB European currently represents this entity and/or General Leasing Ltd., Other Agreements Securitisation and various Lloyds certain affiliates or subsidiaries in matters Lloyds Industrial TSB and Lloyds banking entities wholly unrelated to the Debtors’ Chapter Leasing Ltd., Lloyds 11 Cases. In addition, one or more Plant Leading Ltd. attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Manufacturers Bank Material Secured Manufacturers Bank L&W has in the past represented and Lenders currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. Mariner LDC Material Secured Mariner Investment Group, Inc., L&W has in the past represented this entity Lenders (including Mariner LDC, Mariner and/or certain affiliates or subsidiaries in current and former Investment Group LLC, Mariner matters wholly unrelated to the Debtors’ administrative agents) Tricadia CR STR MST FD Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship the Debtors. Mattel, Inc. Major Mattel, Inc., Mattel GmbH, L&W has in the past represented and Suppliers/Vendors/and Mattel Sales Corp., Mattel Toys currently represents this entity and/or Other Parties Technology Consulting, Mattel certain affiliates or subsidiaries in matters Interactive wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Mellon Investor Restructuring and Other Bank of New York, BNY (Bank L&W has in the past represented and Services, LLP Significant Professionals of New York), Mellon Financial currently represents this entity and/or of Company and Corporation, BNY Capital certain affiliates or subsidiaries in matters Affiliates Markets, Inc., BNY Mellon wholly unrelated to the Debtors’ Chapter Capital Markets, LLC and 11 Cases. In addition, one or more various BNY and Mellon entities attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Morgan Lewis & Counsel/Professionals to Morgan, Lewis & Bockius LLP L&W has in the past represented this entity Bockius LLP Material Secured and/or certain affiliates or subsidiaries in Lenders matters wholly unrelated to the Debtors’ Chapter 11 Cases. Morgan Stanley Senior Material Secured Morgan Stanley & Co. and L&W has in the past represented and Funding, Inc. Lenders (including affiliated entities currently represents this entity and/or current and former certain affiliates or subsidiaries in matters administrative agents) wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. National Bank of Material Secured National Bank of Canada L&W has in the past represented and Canada Lenders currently represents this entity and/or

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. NBC Entertainment Counterparties to Major National Broadcasting Co., NBC- L&W has in the past represented and Executory Contracts and Universal, NBC, Telemundo currently represents this entity and/or Other Agreements Networks, LLC, NBCU, NBC certain affiliates or subsidiaries in matters Entertainment, NBC Television, wholly unrelated to the Debtors’ Chapter NBC Universal Television 11 Cases. In addition, one or more Networks Group attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. NBC Studios, Inc. Counterparties to Major National Broadcasting Co., NBC- L&W has in the past represented and Executory Contracts and Universal, NBC, Telemundo currently represents this entity and/or Other Agreements Networks, LLC, NBCU, NBC certain affiliates or subsidiaries in matters Entertainment, NBC Television, wholly unrelated to the Debtors’ Chapter NBC Universal Television 11 Cases. In addition, one or more Networks Group attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Paramount Group, Inc. Counterparties to Major Paramount, Paramount Group, L&W has in the past represented and Executory Contracts and Inc., Paramount Studios, National currently represents this entity and/or Other Agreements Amusements Inc., Viacom and certain affiliates or subsidiaries in matters other affiliated entities wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. PNC Bank, National Material Secured PNC Business Credit, PNC L&W has in the past represented this entity

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Association Lenders (including Capital Markets, PNC Bank and and/or certain affiliates or subsidiaries in current and former various PNC entities matters wholly unrelated to the Debtors’ administrative agents) Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. PricewaterhouseCoopers Restructuring and Other PricewaterhouseCoopers, PWC L&W has in the past represented and LLP Significant Professionals and affiliated entities currently represents this entity and/or of Company and certain affiliates or subsidiaries in matters Affiliates wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Robert A. Halmi, Jr. Current and Former Robert Halmi, Jr. L&W has in the past represented and Officers, Directors and currently represents this person in LLC Managers (for the connection with certain litigation as past three years and previously disclosed. L&W does not, and consolidated for any will not, represent Mr. Halmi in connection entities) with these Chapter 11 Cases. Ropes & Gray LLP Counsel/Professionals to Ropes & Gray, Ropes & Gray L&W has in the past represented this entity Material Secured LLP and/or certain affiliates or subsidiaries in Lenders and Key Parties matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Rothschild Inc. Restructuring and Other Rothschild Inc., Rothschild Bank L&W has in the past represented and Significant Professionals AG and affiliated entities currently represents this entity and/or of Company and certain affiliates or subsidiaries in matters Affiliates wholly unrelated to the Debtors’ Chapter

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Royal Bank of Canada Material Secured Royal Bank of Canada and L&W has in the past represented and Lenders affiliates (including RBC entities) currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Royal Bank of Scotland Material Secured The Royal Bank of Scotland and L&W has in the past represented and NY Lenders affiliated entities currently represents this entity and/or certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Santander Corporate Material Secured Banco Santander Central L&W has in the past represented and Banking Lenders (including Hispano, Santander Consumer currently represents this entity and/or current and former Bank Aktiengesellschaft, certain affiliates or subsidiaries in matters administrative agents) Santander Seguros y Reaseguros wholly unrelated to the Debtors’ Chapter Compañía Asegurad, Banco 11 Cases. In addition, one or more Santander, Grupo Santander and attorneys at L&W represented this entity affiliated entities while at a prior firm in matters unrelated to the Debtors. Screen Actors Guild Other Material Screen Actors Guild, Screen L&W has in the past represented and Lienholders Actors Guild – Producers currently represents this entity and/or Pension and Health Plans certain affiliates or subsidiaries in matters

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm or in government in matters unrelated to the Debtors SG Cowen Material Secured SG Cowen, SG Cowen Securities L&W has in the past represented and Lenders Corporation. SG Cowen Equity currently represents this entity and/or Capital, Cowen and Company certain affiliates or subsidiaries in matters LLC wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. SocGen Lease Limited Counterparties to Major Societe Generale and affiliated L&W has in the past represented and Executory Contracts and entities currently represents this entity and/or Other Agreements certain affiliates or subsidiaries in matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. St. George Bank Counterparties to Major Westpac Institutional Bank, L&W has in the past represented this entity Limited Executory Contracts and WestPAC, Westpac Banking and/or certain affiliates or subsidiaries in Other Agreements Corporation, St. George Bank matters wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. TF1 Acquisitions Major TF1 and affiliated entities L&W currently represents this entity and/or Suppliers/Vendors/Other certain affiliates or subsidiaries in matters Parties wholly unrelated to the Debtors’ Chapter

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship 11 Cases. UniCredit Bank AG Material Secured UniCredit Bank (formerly L&W has in the past represented and Lenders (including Bayerische Hypo-und currently represents this entity and/or current and former Vereinsbank, and now doing certain affiliates or subsidiaries in matters administrative agents) business as HypoVereinsbank or wholly unrelated to the Debtors’ Chapter HVB Group) 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors. Union Bank of Material Secured Union Bank of California, Union L&W currently represents this entity and/or California Lenders Bank, UnionBanCal Equities, certain affiliates or subsidiaries in matters UnionBanCal Corporation and wholly unrelated to the Debtors’ Chapter affiliated entities 11 Cases. In addition, one or more attorneys at L&W represented this entity while at a prior firm in matters unrelated to the Debtors.

Union Bank, N.A. Material Secured Union Bank of California, Bank L&W has in the past represented and Lenders (including of Tokyo-Mitsubishi UFJ, Ltd., currently represents this entity and/or current and former The, Union Bank, Union Bank certain affiliates or subsidiaries in matters administrative agents) N.A. f/k/a Union Bank of wholly unrelated to the Debtors’ Chapter California N.A., UnionBanCal 11 Cases. In addition, one or more Equities, UnionBanCal attorneys at L&W represented this entity Corporation and other affiliated while at a prior firm in matters unrelated to entities the Debtors. Universal Television Major NBC-Universal, National L&W has in the past represented and Networks Suppliers/Vendors/Other Broadcasting Co., NBC, NBCU, currently represents this entity and/or Parties NBC Entertainment, NBC certain affiliates or subsidiaries in matters Television, NBC Universal wholly unrelated to the Debtors’ Chapter Digital Media Inc., Universal 11 Cases. In addition, one or more Pictures Iberia, S.L., NBC attorneys at L&W represented this entity

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship Universal Television Networks while at a prior firm in matters unrelated to Group, Universal Television & the Debtors. Networks Group Inc., Universal Pictures, Universal Pictures International BV, Universal Studios Home Video, Inc., Universal Studios Pay Television, Inc., Universal Studios, Universal International Television, Universal Studios International BV (formerly MCA International BV), NBC Asia, NBC Weather Plus, Universal Studios Licensing LLP US Bank Material Secured US Bank National Association, L&W has in the past represented and Lenders (including US Bancorp Piper Jaffray, The currently represents this entity and/or current and former U.S. Bank Trust National certain affiliates or subsidiaries in matters administrative agents); Association, U.S. Bank National wholly unrelated to the Debtors’ Chapter Counterparties to Major Association, U.S. Bank, US 11 Cases. In addition, one or more Real Property and Bancorp Investments, US attorneys at L&W represented this entity Personal Property Bancorp, US Bancorp Equipment while at a prior firm in matters unrelated to Leases Finance, Inc., and other affiliated the Debtors. entities U.S. Bank National Material Secured US Bank National Association, L&W has in the past represented and Association, Canada Lenders (including US Bancorp Piper Jaffray, The currently represents this entity and/or Branch current and former U.S. Bank Trust National certain affiliates or subsidiaries in matters administrative agents) Association, U.S. Bank National wholly unrelated to the Debtors’ Chapter Association, U.S. Bank, US 11 Cases. In addition, one or more Bancorp Investments, US attorneys at L&W represented this entity Bancorp, US Bancorp Equipment while at a prior firm in matters unrelated to Finance, Inc., and other affiliated the Debtors.

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Party in Interest Category with Respect Latham & Watkins Possible Comments and/or Status to Party in Interest Relationship entities Vivendi Entertainment Major Vivendi Universal Interactive L&W has in the past represented and Suppliers/Vendors/Other Publishing N.A., Vivendi currently represents this entity and/or Parties Universal Publishing, Vivendi certain affiliates or subsidiaries in matters Universal Net, Vivendi wholly unrelated to the Debtors’ Chapter Universal, Vivendi, Vivendi 11 Cases. In addition, one or more Universal Entertainment, Vivendi attorneys at L&W represented this entity Entertainment, Vivendi SA, while at a prior firm in matters unrelated to Vivendi - Universal SA, Vivendi the Debtors. North America, Vivendi Canal +, Vivendi Games, Vivendi Universal Internet SA, Universal Music Enterprises, Universal Music and Video Dist., Universal Music Publishing Inc., Universal Music Corp, Universal Music Group Inc, Universal / MCA Music Publishing GmbH, Universal Music & Video Distribution William J. Aliber Current and Former William J. Aliber L&W has in the past represented and Officers, Directors and currently represents this person in LLC Managers (for the connection with certain litigation as past three years and previously disclosed. L&W does not, and consolidated for any will not, represent Mr. Aliber in connection entities) with these Chapter 11 Cases. Wilmington Trust Material Secured Wilmington Trust (London) L&W has in the past represented and Company Lenders Limited, Wilmington Trust currently represents this entity and/or Company and various certain affiliates or subsidiaries in matters Wilmington Trust affiliates wholly unrelated to the Debtors’ Chapter 11 Cases. In addition, one or more

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