Exhibit B Baker Declaration NY\1603470.24 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). NY\1603470.24 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. 2 NY\1603470.24 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. 3 NY\1603470.24 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); 4 NY\1603470.24 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.