10000017654

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: PERKINS & MARIE CALLENDER'S INC., et al. Debtors, Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)
Hearing Date: August 2, 2011 @ 2:00 p.m. (E.T.) Objection Deadline: July 26, 2011 @ 4:00 p.m. (E.T.)
APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PERKINS & MARIE CALLENDER'S INC., ET AL. TO RETAIN AND EMPLOY ROPES & GRAY LLP AS COUNSEL, NUNC PRO TUNC TO JUNE 24, 2011
The Official Committee of Unsecured Creditors (the "Committee") in the chapter 11 cases of the above-captioned debtors (the "Debtors") respectfully submits this application (the
"Application"), pursuant to sections 328, 330(a), 331, 503(b), 507(a), and 1103(a) of title 11 of
the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 of the Local Bankruptcy Rules for the District of Delaware (the "Local Rules") for entry of an order substantially in the form attached hereto as Exhibit A, authorizing the Committee to retain and employ Ropes & Gray LLP ("Ropes & Gray") as its counsel in connection with the Debtors' chapter 11 cases, nunc pro tune to June 24, 2011. In support of the Application, the Committee respectfully represents as follows:
JURISDICTION AND VENUE

1. This Court has jurisdiction to consider the Application pursuant to 28 U.S.C.
157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested in the Application are Bankruptcy Code sections 328,
{894.001-1700011271787593
330(a), 331, 503(b), 507(a) and 1103(a); Bankruptcy Rule 2014; and Local Rule 2014-1. This matter is a core proceeding pursuant to 28 U.S.C. 157(b).
BACKGROUND
2. On June 13, 2011 (the "Petition Date"), each of the Debtors filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. Pursuant to Bankruptcy Code sections 1107 and 1108, the Debtors continue in the management and operation of their businesses and properties as debtors in possession. The Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). No trustee or examiner has been appointed in these cases. 3. On June 24, 2011, the Office of the United States Trustee appointed the
Committee and designated the following seven (7) members to serve on the Committee: (i) The Coca-Cola Company, (ii) Wilmington Trust Company, (iii) Standard General Master Fund LP, (iv) News America Marketing LLC, (v) Luna Family Trust, (vi) Northgate Station, LP and (vii) Mr. Benjamin Monroy. 1 The Committee consists of the above seven (7) members as of the date hereof On June 24, 2011, the Committee selected Ropes & Gray as its proposed counsel, subject to the approval of this Court.
RELIEF REQUESTED
4. The Committee seeks to employ and retain Ropes & Gray as its counsel, nunc pro
tune to June 24, 2011, pursuant to Bankruptcy Code sections 328(a) and 1103(a). 5. The Committee respectfully submits that it is necessary and appropriate to employ
and retain Ropes & Gray to provide, among other things, the following services:
' On June 24, 2011, the UST filed the notice of the appointment of the Committee [Docket No. 109], which was subsequently revised on June 28, 2011 [Docket No. 127].
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(a) (b) (c)
advise the Committee with respect to its rights, duties and powers in these chapter 11 cases; assist and advise the Committee in its consultations with the Debtors relative to the administration of these chapter 11 cases; assist the Committee in analyzing the claims of the Debtors' creditors and capital structure and in negotiating with holders of claims and equity interests; assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the operation of the Debtors' businesses; assist the Committee in its analysis of and negotiations with, the Debtors or any third parties concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing, or other transactions, and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; assist and advise the Committee with its communications to the general creditor body regarding significant matters in these chapter 11 cases; represent the Committee at all hearings and other proceedings before this Court and other courts; review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join, or object thereto; advise and assist the Committee with respect to any legislative, regulatory or governmental activities; assist the Committee in its review and analysis of the Debtors' various commercial agreements; prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing and/or as may be necessary in furtherance of the Committee's interests and objectives;
(d)
(e)
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(1) (m) (n) (o) (p)
investigate and analyze any claims against the Debtors' non-debtor affiliates; investigate and analyze any claims against the Debtors' lenders; advise the Committee with respect to any sales of the Debtors' assets; advise the Committee with respect to any plan or restructuring support agreements to which the Debtors are parties; and perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law.
6.
The Committee believes Ropes & Gray possesses extensive knowledge and
expertise in the areas of law relevant to these chapter 11 cases, and that Ropes & Gray is well qualified to represent the Committee. In selecting counsel, the Committee sought attorneys with considerable experience in representing unsecured creditors' committees in chapter 11 reorganization cases and other debt restructurings. Ropes & Gray has represented creditors, unofficial committees of creditors, official creditors' committees and/or members of unsecured creditors' committees in numerous chapter 11 cases, and Ropes & Gray has a broad-based practice, including expertise in areas of bankruptcy and restructuring, corporate and commercial law, tax, intellectual property, litigation, and labor and employment, as well as other areas that may be significant in these chapter 11 cases. 7. Because of the extensive legal services that may be necessary in these chapter 11
cases, and the fact that the full nature and extent of such services are not known at this time, the Committee believes that the employment of Ropes & Gray to provide the services described above and such other services as may be necessary for the Committee to acquit its obligations to the Debtors' unsecured creditor constituency is appropriate and in the best interests of the
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Debtors' estates and their creditors. The Committee has also selected the law firm of Landis Rath & Cobb LLP ("Landis") to serve as co-counsel to Ropes & Gray, subject to the approval of this Court. Ropes & Gray and Landis will use their best efforts to avoid duplication of efforts. 8. The Committee requests that all fees and related costs and expenses incurred by
the Committee on account of services rendered by Ropes & Gray in these cases be paid as administrative expenses of the estates pursuant to Bankruptcy Code sections 328, 330(a), 331, 503(b) and 507(a). Subject to this Court's approval, Ropes & Gray will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered, subject to Bankruptcy Code sections 328, 330(a), 331, 503(b) and 507(a). The current hourly rates charged by Ropes & Gray for professionals and paraprofessionals employed in its offices are provided below:
Position Billing Rate
Partners Special Counsel and Counsel Associates Paraprofessionals
$650 to $1120 per hour $495 to $1030 per hour $285 to $720 per hour $145 to $305 per hour
These hourly rates are subject to periodic adjustments (typically at the end of each year) to reflect economic and other conditions. Ropes & Gray will maintain detailed records of actual and necessary costs and expenses incurred in connection with the legal services described above. Ropes & Gray reserves its right to file an application for allowance of an enhanced fee award at the end of this proceeding, subject to the discretion of the Committee. 9. The names, positions and current hourly rates of the Ropes & Gray attorneys
currently expected to have primary responsibility for providing services to the Committee are as follows:
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Professional Mark R. Somerstein Benjamin L. Schneider Jose Raul Alcantar Darren T. Azman
Position Partner Associate Associate Associate
Billing Rate $930 per hour $660 per hour $535 per hour $360 per hour
Also, it will be necessary, during the course of these cases, for other Ropes & Gray professionals
to provide services to the Committee. 10. Ropes & Gray has not received a retainer for its representation of the Committee.
NO ADVERSE INTEREST 11. Upon information and belief, Ropes & Gray does not represent and does not hold
any interest adverse to the Debtors' estates or its creditors in the matters upon which Ropes & Gray is to be engaged, except to the extent set forth in the declaration of Mark R. Somerstein (the "Somerstein Declaration"), attached hereto as Exhibit B. However, Ropes & Gray is a large firm with a national practice and may represent, or may have represented, certain of the Debtors' creditors, equity holders, related parties or other parties in interest in matters unrelated to these cases.
WAIVER OF MEMORANDUM OF LAW
12.
Because the relevant facts and law are detailed herein, the Committee respectfully
requests that the Court waive the requirement that the Committee file a separate memorandum of law in support of the Application, but the Committee reserves the right to file a brief in reply to any objection to this Application.
NOTICE 13. This Application has been served on (i) the Office of the United States Trustee for
the District of Delaware, (ii) counsel to the Debtors, (iii) counsel to the agent for the Debtors' prepetition credit facility and postpetition debtor in possession financing facility, (iv) counsel to
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the indenture trustee for the 14% Senior Secured Notes, (v) counsel to the parties to the "Restructuring Support Agreement" dated as of June 6, 2011, and (vi) all parties entitled to notice under Local Rule 2002-1(b).
NO PRIOR REQUEST
14. No prior application for the relief sought in this Application has been made to this
or any other court in connection with these chapter 11 cases. WHEREFORE, the Committee requests that this Court enter an order, substantially in the form attached hereto as Exhibit A, (i) authorizing the Committee to retain Ropes & Gray as its counsel in these cases, nunc pro tunc to June 24, 2011 and (ii) granting the Committee such other and further relief as the Court may deem just, proper and equitable.
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Dated: July
, 2011
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PERKINS & MARIE CALLE 'S INC., ET AL.
itle: Committee Co-Chair
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC., Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)
Hearing Date: August 2, 2011 @ 2:00 p.m. (E.T.) Objection Deadline: July 26, 2011 @ 4:00 p.m. (E.T.)
et al.
Debtors,
NOTICE OF APPLICATION
The Official Committee of Unsecured Creditors (the "Committee"), by and through the undersigned counsel, has filed the attached Application of the Official Committee of Unsecured Creditors of Perkins & Marie Callender's Inc., et al. to Retain and Employ Ropes & Gray LLP as Counsel, Nunc Pro Tune to June 24, 2011 (the "Application"). Objections, if any, to the Application must be filed with the United States Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, on or before July 26, 2011 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the undersigned counsel so as to be received no later than 4:00 p.m. (ET) on July 26, 2011. A HEARING ON THE APPLICATION WILL BE HELD ON AUGUST 2, 2011 AT 2:00 P.M. (ET) BEFORE THE HONORABLE KEVIN GROSS, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6 TH FLOOR, WILMINGTON, DELAWARE 19801. Dated: July 12, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP
et., -f
William E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 - and -
{894.001-170002.)
Benjamin L. Schneider, Esquire Mark R. Somerstein, Esquire ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Proposed Counsel for the Official Committee of Unsecured Creditors
EXHIBIT A
Order
{894.001-1700011271787593
In re: PERKINS & MARIE CALLENDER'S INC.,

et al.
Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)

Ref. No.
Debtors,
ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PERKINS & MARIE CALLENDER'S INC., ET AL. TO RETAIN AND EMPLOY ROPES & GRAY LLP AS COUNSEL, NUNC PRO TUNC TO JUNE 24, 2011
Upon the application dated July 8, 2011 (the "Application") of the Official Committee of Unsecured Creditors (the "Committee") of Perkins & Marie Callender's Inc., et al. (collectively, the "Debtors") for an order, pursuant to sections 328(a) and 1103(a) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing the Committee to retain and employ the law firm of Ropes & Gray LLP ("Ropes & Gray"), nunc pro tunc to June 24, 2011, and upon the Declaration of Mark R. Somerstein, Esquire, a member of the firm of Ropes & Gray, dated July 12, 2011 (the "Somerstein Declaration"); and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and it appearing that venue of this proceeding is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the partners, counsel and associates of Ropes & Gray who will perform services on behalf of the Committee in these chapter 11 cases are duly qualified to practice before this Court; and the Court finding, based on the representations made in the Application and the Somerstein Declaration, that Ropes & Gray does not represent any interest adverse to the Committee and/or the Debtors' estates with respect to the matters upon
{894.001-170001.}271787593
which it is to be engaged, that it is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy code, that its employment is necessary and, in the best interests of the Committee and the Debtors' estates; and finding that adequate notice of the Application having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefor: IT IS HEREBY ORDERED THAT: 1. 2. The Application is GRANTED in its entirety. In accordance with sections 1103(a) and, with respect to Ropes & Gray's hourly
rates, 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a), the Committee is hereby authorized and empowered to employ and retain the firm of Ropes & Gray as its counsel, nunc
pro tunc to June 24, 2011, to represent it in these cases under chapter 11 of the Bankruptcy Code,
and such retention is hereby approved. 3. Ropes & Gray shall be compensated in accordance with the procedures set forth in
sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules and Local Bankruptcy Rules as may then be applicable from time to time, and such procedures as may be fixed by order of this Court. Dated: Wilmington, Delaware Honorable Kevin Gross United States Bankruptcy Judge 2011
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EXHIBIT B Declaration of Mark R. Somerstein
{894.001-170001.}27178759_3

In re: PERKINS & MARIE CALLENDER'S INC., et al. Debtors, Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)
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 and Eastern Districts of New York and the District of New Jersey. I am a member of the firm of Ropes & Gray LLP Gray"), which firm maintains offices at, among other locations, 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 Official Committee of Unsecured Creditors (the "Committee") of Perkins & Marie Callender's Inc., et al. (collectively, the "Debtors") to Retain and Employ Ropes & Gray LLP, nunc pro tunc to June 24, 2011 (the "Application"), 1 as counsel to the Committee. 3. On June 24, 2011, the Office of the United States Trustee appointed the
Committee and designated the following seven (7) members to serve on the Committee: (i) The Coca-Cola Company, (ii) Wilmington Trust Company, (iii) Standard General Master Fund LP, (iv) News America Marketing, (v) Luna Family Trust, (vi) Northgate Station, LP and (vii) Mr.
1
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
{894.001-170001127178759_3
Benjamin Monroy. The Committee consists of the above seven (7) members as of the date hereof. On June 24, 2011, the Committee selected Ropes & Gray as its proposed counsel, subject to the approval of this Court. 4. In preparing this Declaration, Ropes & Gray performed a review of a list of
potential conflicts provided by the Debtors and additional parties identified by Ropes & Gray, which included (i) the Debtors, their affiliates and subsidiaries; (ii) directors and officers of the Debtors; (iii) equity holders holding 5% or more of voting securities of the Debtors; (iv) bondholders; (v) indenture trustees; (vi) prepetition lenders; (vii) administrative agents for the prepetition lenders; (viii) professionals retained by the administrative agents for the prepetition lenders; (ix) major insurance carriers, reinsurance carriers, agents and brokers; (x) trade creditors; (xi) parties to material litigation with the Debtors; (xii) ordinary course professionals retained by the Debtors; (xiii) professionals retained by the Debtors; (xiv) parties to material contracts with the Debtors; (xv) landlords of the Debtors; (xvi) judges on the United States Bankruptcy Court for the District of Delaware; (xvii) attorneys employed by the office of the United States Trustee for Region 3, District of Delaware; (xviii) taxing entities with authority over the Debtors; and (xix) members of the Committee (collectively, the "Searched Parties"). A list of the Searched Parties is attached hereto as Schedule 1. Because, however, the Debtors have not yet filed their Schedules of Assets and Liabilities and their Statements of Financial Affairs, Ropes & Gray's ability to identify additional parties to be searched has been limited to those names provided to me by the Debtors and reasonably identifiable through a diligent search of publicly filed papers. 5. Neither I nor Ropes & Gray is an insider of the Debtors. Neither Ropes & Gray
nor I hold directly any claim, debt or equity security of the Debtors.
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6.
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). 7. 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. 8. Ropes & Gray does not currently represent the Debtors or, to the best of my
knowledge and information, any of its related parties, partners or subsidiaries. Ropes & Gray will not undertake during this engagement the representation of the Debtors or related entities or the representation of any party other than the Committee in connection with the Debtors' chapter 11 cases. 9. Except as set forth on Schedule 2 hereto, to the best of my knowledge and
information, Ropes & Gray neither holds nor represents any interest adverse to the Committee, the Debtors, its creditors or other parties in interest or their respective attorneys 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). 10. Ropes & Gray maintains and systematically updates its conflict check system in
the regular course of business of the firm, and it is the regular practice of the firm 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 in since 1985, and, in each instance, to include and record the identity of related parties and adverse parties and the Ropes & Gray attorney that is knowledgeable about the matter. It is the policy of Ropes & Gray that no new matter may be accepted or opened within the firm without completing and submitting to
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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.
Representation of Parties in Interest 2

11. Set forth on Schedule 3 attached hereto is a listing of those Searched Parties 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 Committee, 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 United States Trustee. To the extent such a waiver has not been obtained and any actions are commenced by or against any Current Client, the Committee will use conflicts counsel to represent the interests of the unsecured creditors. 12. Set forth on Schedule 2 attached hereto is a list of the Searched Parties who are
currently adverse to clients of Ropes & Gray in matters wholly unrelated to these chapter 11 cases.
Ropes & Gray does not act as general counsel to any of the parties in interest or related entities described herein.
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Connections with Parties Representing 1% or More of Ropes & Gray's Revenues for 2010
13.
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 was a client 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. In connection with this Declaration, Ropes & Gray has reviewed similar information for the year 2010. 14. Ropes & Gray's revenues for services rendered on behalf of each of the parties in
interest identified in Schedule 1 aggregate, with respect to each such party in interest, less than 1% of Ropes & Gray's annual revenues for the fiscal year 2010.
Other Connections and General Disclosures
15.
Ropes & Gray represents Wells Fargo Bank, N.A. ("Wells Fargo") and other
related Wells Fargo entities in matters unrelated to these chapter 11 cases. Wells Fargo has authorized Ropes & Gray to participate in negotiations regarding the debtor in possession financing facility and to investigate on behalf of the Committee the secured status of Wells Fargo in its capacity as prepetition lender, agent under the prepetition credit facility, debtor in possession lender, and agent under the debtor in possession credit facility. If any lien perfection issues arise, Ropes & Gray would be unable to prosecute litigation against Wells Fargo, in which such case our proposed co-counsel, Landis Rath & Cobb LLP, would prosecute such litigation without conflict.
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16.
Ropes & Gray solicited information by firm-wide e-mail from its partners,
associates and staff to determine if any person employed by Ropes & Gray holds any of the Debtors' common equity or securities. To the best of my knowledge and information based on the responses received to the foregoing information request, no 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 holds 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. 17. Ropes & Gray may have represented in the past and/or may currently represent or
in the future represent, in matters wholly unrelated to the Debtors' chapter 11 cases, entities (other than parties in the attached Schedules) not currently known to Ropes & Gray 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. 18. To the best of my knowledge, the standard articulated by courts of the Third
Circuit regarding the appointment of counsel by a creditors' committee has been met by Ropes & Gray in these chapter 11 cases. 19. For the reasons stated herein, Ropes & Gray represents no interest adverse to the
Debtors' estates, the Debtors' individual creditors or the Committee and, therefore, is capable of fulfilling its fiduciary duty under that standard.
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Compensation
20.
Ropes & Gray is willing to be retained by the Committee as its counsel and will
make appropriate applications to this Court for compensation and reimbursement of out-ofpocket expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other orders of this Court. Ropes & Gray will bill at its standard hourly rates, which currently are as follows:
Position Billing Rate
Partners Special Counsel and Counsel Associates Paraprofessionals 21.
$650 to $1,120 per hour $495 to $1,030 per hour $285 to $720 per hour $145 to $305 per hour
The current hourly rates for the Ropes & Gray professionals with primary
responsibility for this matter are as follows:

Professional Position Billing Rate
Mark R. Somerstein Benjamin L. Schneider Jose Raul Alcantar Darren T. Azman 22.
Partner Associate Associate Associate
$930 per hour $660 per hour $535 per hour $360 per hour
These hourly rates are subject to periodic increase (typically at the end of each
calendar year) in the normal course of Ropes & Gray's business. Other attorneys and paraprofessionals will, from time to time, assist in the representation of the Committee in connection with these cases at Ropes & Gray's standard hourly rates in effect for such 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 designated 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
1894.001-170001.1 27178759_3
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 telcopier toll charRes, photocopying charges, travel expenses, expenses for "working meals" and computeriied research, as well as non-ordinary overhead expenses. Ropes & Gray will seek reimbursement for such expenses pursuant to, among other things, any applicable guidelines established by the United States Trustee. 23. No agreement exists, nor will any be made, to share any compensation received by
Ropes & Gray for its services with any other person or firm other than members of Ropes & Gray, Pursuant to 11 U.S.('. 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
I
I xecuted on July J2Ul1 MARK R. SON1ERSTEIN
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SCHEDULE 1 Searched Parties

ACE Fire Underwriters Insurance Co. ACE Property & Casualty Insurance AEI Real Estate Fund 85-A Limited Partnership Aguirre, Jeremias Ahlbrandt, Cheryl Aire Rite Aires Akin Gump Strauss Hauer & Feld Allen Law Firm Allen, Corena Alliant Energy Corporation Allied Trading and Transacting, Corp. Alsco Inc. Amalgamated Sugar Company American United Life Ins. Ammerman, Douglas K. AmProp Corners, Inc. Anyzeski, Brooke Aoki-Carnachan, Yasuka AON Risk Services Northeast, Inc. Arizona Department Economic Security Arizona Department of Revenue Arizona Des Unemployment Tax Arkansas Department of Finance and Administration Armour-Echrick Meats, LLC Arras, Richard K. Atwater, Matthew AWC Packaging Ballas Egg Product Corp. Bascom, Budish & Ceman, SC Basic American Foods Bate, Mary Lou Bate, Russell M. Belz Investco GP Berkely Land Co., Inc. Bernstein, Allen J. Bimbo Bakeries USA, Inc. Blom, David E. Blom, Delores P. Bono Burns Distributing, Inc. Boyle, Malissie Brady, Connolly & Masuda, PC Bremer Whyte Brown & O'Meara Brotherton, Anthony Buchbinder, David Bullard & Associates, PC Burdick, Corrine Bureau Employer Tax Operations Pennsylvania Burnett, Billy D. Butterball LLC Caesars Palace California Department of Finance California Employment Development Department California Franchise Tax Board California State Controller Call, Jensen & Ferrell Care First Surgical Center Carey, Kevin J. Castle Harlan Partners III, L.P. Castle Harlan Partners IV, L.P. Castle Harlan, Inc. Castle, John K. CBS Outdoor CEMB Properties, LLC CenterPoint Energy Minnegasco Chan, Mario H. Chan, Patsy W. Chief Industries Christensen & Ehret Chua-Laddaran, Anita Chua-Laddaran, Benito Cigna Voluntary Cincinnati Income Tax Bureau City and County of Denver, CO Department of Finance, Treasury Division City of Albert Lea MN City of Alexandria MN City of Allentown PA City of Amarillo TX City of Anoka MN City of Appleton WI City of Austin TX City of Bakersfield CA City of Bartow FL City of Bethlehem PA City of Bismarck ND City of Black River Falls WI City of Bloomington MN City of Boise ID City of Brainerd MN City of Brighton CO City of Brighton TN City of Buffalo MN City of Bunnell FL City of Burlington KY City of Bushnell FL City of Chandler AZ City of Chaska MN
(894.001-170001.}271787593
City of Clearwater FL City of Collierville TN City of Colorado Springs CO City of Colorado Springs Sales Tax City of Covington TN City of Decatur IL City of Deland FL City of Denver CO City of Detroit Lakes MN City of Dyersburg TN City of Eau Claire WI City of Eugene OR City of Fairfield, OH Income Tax Division City of Fargo ND City of Farmington UT City of Fergus Falls MN City of Fort Pierce FL City of Fresno CA City of Galesburg IL City of Gladstone MO City of Gleason WI City of Golden CO City of Grand Chute WI City of Grand Rapids MI City of Green Bay WI City of Hastings MN City of Holland MI City of Jamestown ND City of Janesville WI City of Jefferson City MO City of Jenison MI City of Kansas City KS City of Kansas City MO City of Kissimmee FL City of La Crosse WI City of Lakewood, CO Revenue Division City of Las Vegas NV City of Lehigh Valley PA City of Liberty MO City of Los Angeles CA City of Madison WI City of Mankato MN City of Marshfield WI City of Martinez CA City of Memphis TN City of Menasha WI City of Merced CA City of Middleton WI City of Minneapolis MN City of Modesto CA City of Moorhead MN City of Muskegon MI City of Myers FL City of Napa CA City of Neenah WI
City of Newkirk OK City of Norman OK City of Oakland CA City of Onalaska WI City of Orlando FL City of Peoria IL City of Philadelphia PA City of Phoenix AZ City of Port Charlotte FL City of Portland OR City of Reading PA City of Redwood City CA City of Reno NV City of Riverside CA City of Rockford IL City of Sacramento CA City of Saint Joseph MO City of Saint Paul MN City of Saint Peter MN City of Salem OR City of Salinas CA City of Salt Lake City UT City of San Antonio TX City of San Bernardino CA City of San Diego CA City of San Jose CA City of San Luis Obispo CA City of Sanford FL City of Santa Ana CA City of Santa Barbara CA City of Santa Cruz CA City of Santa Rosa CA City of Sarasota FL City of Seattle WA City of Sedalia MO City of Shakopee MN City of Shawnee Mission KS City of Spokane WA City of Springfield IL City of Springfield MO City of Stillwater MN City of Stillwater OK City of Stockton CA City of Stuart FL City of Tampa FL City of Tavares FL City of Tucson AZ City of Tulsa OK City of Twin Falls ID City of Urbana IL City of Ventura CA City of Visalia CA City of Waco TX City of Walker MI City of West Palm Beach FL
{894.001-170001. } 27178759_3
City of Westminster CO City of Whitehall PA City Treasurer of Easton PA Claringbole, Jerry Clifton, Mueller & Bovarnick PC Colorado Department Labor Employment Colorado Depai anent of Revenue Colorado Manager of Revenue Colorado State Treasurer Commonwealth of Kentucky Commonwealth of Massachusetts Comptroller of Maryland WH Tax ConAgra Condiff, Laurie Corey, Oliva Corey, Vanessa Couch, Jorel Craig, Paul Cremes Unlimited, Inc. Cruz, Francisco B. Cutler Law Firm PC Cypress Realty Holdings Company II, LLC D.W. Callender Family Trust Daley, Sharee Daly City Serramonte Center, LLC De Noya, Shelly DeBenedetti, Ann DeBenedetti, John F. DeBenedetti, Mary Deerfield Square LP Delaware Division of Revenue DelCastillo, Anthony P. Demartini, Audrey S. Demartini, Louis W. Dickinson, Mackaman Director of Illinois Dixie Consumer Products, LLC Drafts, James DRM Waste Management Service Agreement Duane Morris Duck Delivery Produce Duke Energy Ecolab Pest Elim. Div. EDD State of California eFax Corporate EFM Group Ehikian, Richard G. Engauge Faherty, David Faherty, Linda Faherty, Paul D. Fata, Bahram Fata, Farzaneh Fawcett Memorial Hospital
Fay, Jean Fay, Robert E. Jr. Feiwell, Earl N. Feldmar, Janet S. Ferreira, Leonardo Financial Trading & Transaction, LLC Firethorn Capital Partners, LLC Fisher & Phillips Fitch, Johnson, Larson & Held, PA Fitzgerald, Judith K. FIV Corp. Fleischmann's Yeast, Inc. Florida Department of Revenue Florida Power & Light Company (FPL) Florida Unemployment Compensation Foley & Lardner Ford & Harrison Forestville Bldrs. & Supp., Inc Frank, Jim FreshPoint Fuentes, Jose Fulbright & Jaworski Galileo Parkway Plaza, L.T. Galloway Company Garda CL West, Inc. General Mills, Inc. Georgia Department of Labor Georgia Department of Revenue Georgia-Pacific Consumer Products, L.P. GFDFT-Perkins (Nicollet, LLC) Gibson Dunn & Crutcher LLP Gillio Development, Inc. Gillio, Matthew Ginsburg, Elise Goldenberg, Charles Goldman, Abigail Gower, Dorothy Grant, Fred T. Jr. Great American Insurance Co. Greenbay Packaging Inc. Greenberg Traurig Gross, Kevin Grubbs, Gloria J. Gutierrez-Melo, Higinio H. Nagel & Son Co., Inc. H.J. Heinz Company, L.P. HAB EIT HAB-Opt Berkheimer Associates Hambrick, LaToya Harding, Tonya R. Heilbrice Hershey Foods USA, Inc. Hightower and Associates Hoblit Ferguson Darling Hollister Land & Cattle Company
{894.001-170001.) 27178759_3
Holloman, David Holloman, Nancy Hoyt, R.S. Jr. HRLP Crescent Center, LLC Hugh Armistead Hunter, Daniel M. Icelandic USA, Inc. Idaho State Tax Commission Illinois Department Employment Security Illinois Department of Revenue Indiana Department Labor Indiana Department of Revenue Indiana Department Workforce Development Indiana Worker Training Fund Internal Revenue Service Iowa Department Job Service Iowa Dept Intent of Revenue J & J Snack Foods J.P. Foodservice, Inc. Jackson Union LLC Job Service North Dakota Bismarck John Angel Johnson, Nina K. Johnson, Richard Juana's Packing Co. Julia Beverage Marketing KABC-TV Kansas Department of Revenue Kansas Employment Security Fund Kehart, Peckert & Booth Kelley Kronenberg Kendall Frozen Fruits, Inc. Kenney, Mark Kentucky Department of Revenue Keystone Collections Group KildonanlPembina Restaurants King and Prince Seafood Corporation Klauder, David Klein, Lundmark, Barberich & La Mont PC Knell and Kelly LLC Koch-Gulotty, Judy Koda, Kimble and Kids Limited Partnership KOPCO Graphics, Inc. KTTV, Fox Television Stations Lamar Companies, Inc. Larkin & Hoffman Larson, Mary Law Office of Michael Kraker Law Offices of Richard F. Taylor, Jr. LCEC- Lee County Electric Cooperative Leamy, Jane LeBlance, Lynette LeBlance, Peter Lee County Electric Cooperative
Lema, Neva Lerual, Inc. Lincoln Square Partnership Linde, Inc. Littler Mendelson LK Center, LLC Loders Croklaan USA Lopez, Armando Sr. Lopez, Jesusita D. Los Angeles Dept of Water & Power Luna Family Trust M & N Partners No. 4 MACAL Investors, Inc. Macerich Lakewood, LLC Manning & Marder Marco Polo, Inc. Marie Callender of Simi Valley Marie Callender Pie Shop #62, LP Marie Callender Pie Shop No. 48 Marie Callender Pie Shop No. 59 Marie Callender Pie Shops, Inc. Marie Callender Wholesalers, Inc. Marie Callender's #61 Marie Callender's #66 Marie Callender's #71 Marie Callender's #73 Marie Callender's #97 Marie Callender's No. 50 Marshall, Cathy Martinez, Steven Maryland Treasury MC Parcel Shopping Center Co. MC Texas Limited Partnership MCAL, LLC McAnany, Van Cleave & Phillips McCain Foods USA, Inc. McClain, Janell MCID, Inc. McMahon, Joseph Meadows, Sandra M. Mealie, Marc Mellard, Bobbie Meno, Ingrid T. Merced Auto Center, Inc. Merchant Link Merchants Cold Storage Michigan Department of Treasury Michigan Unemployment Micros Systems, Inc. Mid Valley Nut Co., Inc. Miller, Jay Millway Investments Minnesota Department of Revenue Minnesota UC Fund Minovitz, Cary
{894.001-170001. } 27178759_3
Minovitz, Wendy Mississippi Department of Revenue Mississippi State Tax Commission Missouri Department Employment Security Missouri Department of Revenue Missouri Withholding Tax Mitchel Cory Family, LLC Monroy, Benjamin Montana Department of Revenue Moody's Investors Service, Inc. Moretti, Kamesha Morse, Jamie MTV Real Estate Limited Partnership Myklak, Robert Nadlan Corteen Place Apar t lents National Everclean Services National Retail Properties, LP Navarro, Susan Nestle Professional Nevada Department of Taxation Nevada Employment Security Division New Jersey Division of Taxation New Mexico Taxation and Revenue Department New York Department of Taxation and Finance New York State Tax Depai inent News America Mktg. FSI, Inc. Next Day Gourmet North Carolina Department of Revenue North Carolina Employment Security Commission North Dakota State Tax Commissioner North Dakota Tax Depai talent Northern Cafes, Inc. Northgate Station, LP Nossaman, Guther et al. NU Look Exteriors, Inc. Ohio Depainnent Jobs Family Services Ohio Department of Taxation Oklahoma Employment Security Commission Oklahoma State Tax Commission Omega Trust Omni Management Group, LLC Oregon Department of Revenue Ortiz, Jose Antonio Ortiz, Rita P&MC Holding Corp. P&MC Holding, LLC Pacific Gas & Electric Packers Sanitation Services, Inc. Paige, Jean Paris Packaging, Inc. Parkland EIT Division
Pascuzzi, Pete M. Passco Hughes Promenade H. LLC Paul Hastings Janofsky & Walker Paulick, Maureen PDC Community Centers LLC Pennsylvania Department of Revenue Pennsylvania Earned Income Tax Office Pepsi/Lipton Tea Partnership Pepsi-Cola Company Perdue Farms Incorporated Perk Tampa LP Perkins & Marie Callender's Holding Inc. Perkins & Marie Callender's Inc. Perkins & Marie Callender's Realty LLC Perkins Finance Corp. Pickens Barnes and Abernathy Pie Shop No. 9 Pimentel, Roberto Pittaway, David B. Plave Koch PMCI Promotions LLC Pompano by the Sea, LLC Porter, Dwight A. Post & Schell Prager & Miller Pritchard, Sandra E. Progress Energy Florida, Inc. Pruellage, William M. Queen of the Valley Medical Center Quist, Tony R.W. Smith & Company Rainsweet Inc. Ramirez, Abraham Ramos, Margaret Raphael, Loues RDS Arizona Privilege Tax Realty Associates Fund VII, L.P. Reliastar Life Insurance Co. Renieris Properties Holding, Inc. Revere Packaging Reynaga, Odalis Rogers Poultry Co. Rose, Shirley Rowton, Sherryl RREEF America Reit II Portfolio, LP Sammut, Anthony Sammut, Christine San Chae, LLC San Diego Gas & Electric Sanchez, Maria Sarkessian, Juliet Schepacarter, Richard Schulte Roth & Zabel LLP Segura Investors X, LLC Shannon, Brendan L.
{894.001-1700011 27178759_3
Sheehan, Timothy G. Shen, Mei Han Shen, Shao Hua Shoes for Crews LLC Sierra Nevada Developers, LLC Sigmon, Lynwood L. Singleton, Lisa L. Skidmore Sales & Distrib., Inc. Smith, Clay F. Snyder Investments, LP Sontchi, Christopher S. South Carolina Department of Revenue South Dakota Department of Revenue and Regulation Southend Diners LP Southern California Edison Southern California Gas (The Gas Co.) Southland Mall, LP Spacenet Inc. Spartan Computer Services, Inc. Spaulding, Rhonda Spaulding, Thomas Spinardi Property, L.P. Spradlin, Tina Stampede Meat, Inc. Standard General Master Fund LP Steve Andrews, Treasurer Superfos Packaging Inc. Sweetner Supply Corp. Sysco TALX Corporation Taucher, Raymond TECO Tampa Electric Company Ten United, Ltd. Tennessee Department Employment Tennessee Department Employment Security Tennessee Department Labor Workforce Tennessee Dept tment of Revenue Texas Comptroller of Public Accounts Texas Department Treasury Texas Workforce Commission Thayer Media, Inc. The Bank of New York Mellon The Bank of New York Mellon Trust Company N.A. The Coca-Cola Company Tinker, Thomas P. Tolchiner, James H. Toof Commercial Printing Tornero, Shavonna C. Tri-State Cakes Inc. Troutman Sanders LLP Trungale, Joseph F.
Trustaff Personnel Services Tunis, Norma J. TWC Services, Inc. U.S. Food Services, Inc. United Healthcare Insurance Company University of Wisconsin Medical Foundation Unruh, Carla Utah Department Treasury Utah Department Workforce Service Utah State Tax Commission Utah Unemployment Compensation Fund Valassis Direct Mail, Inc. Value Source Group, Inc. Vargas, Esperanza Ventura Foods, LLC Vickers, Jim Virginia Department of Taxation Virginia Employment Commission Volkoff, Mark Walburg, Wayne Walrath, Mary F. Walsh, Peter J. Wang, Angela C. Warminster Township Warn, Kurt Washington Depai anent of Revenue Washington Employment Security Department Wawona Frozen Foods Wayzata Investment Partners Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC) West Virginia State Tax Department Whitby, Santarlasci & Company Whiteley, George A. Wiegard, Delphus Wiegard, Irene Wiles, Beatrice D. Wilmington Trust Company Wilshire Beverage, Inc. Wilshire Restaurant Group LLC Winston Strawn Winters, Robert J. Wisconsin Department Industry Labor Wisconsin Department of Industry Labor and Human Relations Wisconsin Department of Revenue Worker Training Fund Wyoming Department of Revenue XCEL Energy: Northern States Power Co. XPEDX, Inc. Young Conaway Star
{894.001-170001.} 27178759_3
SCHEDULE 2
Searched Parties Adverse to Ropes & Gray Clients
Name of Entity Searched ACE Property and Casualty Insurance Company AON Risk Services Northeast Inc.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client ACE Group Limited Ace USA Inc. Alexander Howden Ltd Alexander Howden North America Aon Corporation Hewitt Associates LLC National Service Industries Inc. Arizona Health Care Cost Containment System Administration Arizona State University University of Arizona
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Alsco Inc. Arizona Department of Revenue
Arkansas Department Finance Administration
Arkansas Carpenters Pension Fund Arkansas State of University of Arkansas for Medical Sciences
Butterball LLC Caesars Palace Corp.
Butterball LLC Apollo Investment Management LP Apollo Management LP Caesars Palace Corporation Caesars Entertainment Inc. Harrah's Entertainment Inc. TPG Capital LP
California Department Finance
California Attorney General Office of California Board of Bar Examiners California Department of Alcoholic Beverage Control California Department of Health Services California Department of Industrial Relations
{894.001-170001.}271787593
Name of Entity Searched
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client California Educational Facilities Authority California Health Facilities Financing Authority California Public Employees Retirement System California State of California State Teachers Retirement System Regents of the University of California University of California at Irvine University of California Energy Fund University of California Los Angeles University of California San Diego University of California San Diego Pediatric Associates University of California San Francisco School of Medicine
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
California Department Finance, cont'd.
CBS Outdoor Inc.
CBS Corporation CBS Films CBS Inc. CBS Outdoor Clicker Media Inc. Countryman, Gary L CSTV Networks Inc. Gifford, Charles K. Joost NV Paramount Pictures Corporation Redstone, Shari Showtime Networks, Inc. Simon & Schuster, Inc. Spark Network Services, Inc.
CBS Outdoors
College Sports TV CSTV Networks Inc.
{894.001-1700011 27178759_3
Name of Entity Searched CBS Outdoors, cont'd. Cigna Corporation
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client Desilu Productions Cigna Corporation CIGNA Healthcare Connecticut General Life Insurance Company
Status Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
City of Portland OR City of Sarasota FL City and County of Denver CO, Department of Finance Treasury Division City of Los Angeles CA Coca Cola Company
The Children's Investment Fund LP City of Sarasota Firefighters Pension Fund Denver Health and Hospital Authority
Los Angeles County The Coca Cola Company Coca Cola Enterprises Inc. Coca Cola Services SA
Current Current Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Commonwealth of Kentucky
Kentucky Office of the Attorney General University of Kentucky University of Kentucky Research Foundation
Commonwealth of Massachusetts
Commonwealth of Massachusetts Office of Medicaid Department of Early Education and Care of the Commonwealth of Massachusetts General Court of the Commonwealth of Massachusetts Massachusetts Attorney General Massachusetts Bay Transportation Authority MBTA Massachusetts Bricklayers and Masons Trust Funds Massachusetts Charter Public School Association Massachusetts Commission Against Discrimination Massachusetts Commonwealth of
Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
{894.001-170001.) 27178759_3
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Massachusetts Department of Children and Families Massachusetts Dept intent of Environmental Protection
Status Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Commonwealth of Massachusetts, cont'd.
Massachusetts Department of Health Current and Human Services Massachusetts Department of Mental Current Retardation Massachusetts Department of Public Health Massachusetts Department of Public Utilities Massachusetts Department of Revenue Massachusetts Department of Revenue Child Support Enforcement Division Massachusetts Department of Transitional Assistance Massachusetts Depai tinent of Workforce Development, Division of Unemployment Assistance Current Current Current Current
Current Current
Unrelated to the Debtors Unrelated to the Debtors
Massachusetts Development Finance Current Agency Massachusetts Division of Capital Asset Management Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Massachusetts Division of Healthcare Current Finance and Policy Massachusetts Division of Insurance Massachusetts Executive Office of Health and Human Services Massachusetts Executive Office of Transportation and Finance Massachusetts Health and Educational Facilities Authority Massachusetts Health Care Services Inc. Massachusetts Health Educations Facilities Authority Massachusetts Medicaid Current Current Current Current Current Current Current
{894.001-170001.} 27178759_3
Name of Entity Searched Commonwealth of Massachusetts, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client Massachusetts Office of the Attorney General Massachusetts Pension Reserves Investment Management Board Massachusetts Port Authority Massachusetts Securities Division Massachusetts State Police Massachusetts Turnpike Authority Massachusetts Water Resources Authority University of Massachusetts University of Massachusetts Medical School
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Comptroller of Maryland WH Tax
Maryland State of University of Maryland University of Texas MD Anderson Cancer Center
ConAgra Foods Inc. Delaware Division Revenue
American Pie LLC Office of the Attorney General of the State of Delaware University of Delaware
Duke Energy
SunPower Corporation The Duke Endowment
Ecolab Pest Elimination Division Engauge Fawcett Memorial Hospital
Ecolab Inc. Halyard Capital Management LLC Columbia HCA Healthcare Corporation Doctors Hospital HCA Inc. Hospital Corporation of America Sarah Cannon Research Institute LLC HCA North Texas Division SPI Pharma Department of Health Florida
Fleischmann's Yeast Inc. Florida Department Revenue
{894.001-170001.} 27178759_3
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client
Status
Nature of Representation
Florida Department Revenue, cont'd.
Florida Agency for Health Care Administration Florida State of
Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Galileo Parkway Plaza LP Garda CL West Inc. General Mills
Centro Properties Group ATI Systems International Inc. General Mills Inc. General Mills Operations Inc. MarketTools Inc.
Georgia Department Revenue
Georgia Department of Community Health Georgia Directory Company Georgia Governors Office of Consumer Affairs Georgia Institute of Technology Georgia Southern University
Georgia Pacific LLC Great American Insurance Company Hershey Foods USA Inc.
Huntsman Chemical Company LLC Flint Hills Resources LP Great American Insurance Company Hershey Company Hershey Foods Corporation
HJ Heinz Company Idaho State Tax Commission
Nancy's Specialty Foods Idaho Department of Health & Welfare Idaho State of
Illinois Department Revenue
Illinois Department of Children and Family Services Illinois Department of Public Health Illinois State of
Indiana Department Revenue
Indiana Office of Medicaid Policy Planning Indiana Public Employees Retirement Fund Indiana State of
{894.001-170001.1 27178759_3
Name of Entity Searched Internal Revenue Service
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Commissioner of the Internal Revenue Service Internal Revenue Service US Department of the Treasury United States Department of the Treasury United States Internal Revenue Service US Treasury Department
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Iowa Department Revenue KABC TV
Iowa State of University of Iowa ABC Family Worldwide Inc. Emmis Publishing Corporation Emmis Publishing LP ESPN Inc. Los Angeles Magazine Holding Company Inc. The Walt Disney Company Inc.
Kansas Department Revenue
Kansas Dental Board Kansas Department of Health and Environment Kansas State of University of Kansas Medical Center Research Institute Inc.
Linde Inc. Los Angeles Dept Water Power Macerich Lakewood LLC Merchant Link
Linde AG Los Angeles County Macerich Partnership LP Inc. Aldermanbury Investments Limited Bank One Corporation Bear Stearns & Co Inc. The Bear Stearns Companies Inc. Bear Stearns Merchant Banking II LP Bear Stearns Merchant Banking LLC Chase & Company
{894.001-170001.} 27178759_3
Name of Entity Searched Merchant Link, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Chase Bank USA NA The Chase Manhattan Bank NA Chase Paymentech Solutions Chase Paymentech Solutions LLC EMC Mortgage Corporation J.P. Morgan Alternative Asset Management JP Morgan Acquisition LLC JP Morgan Capital Partners LLC JP Morgan Chase & Co JP Morgan Chase Bank JP Morgan Chase Bank NA JP Morgan Chase Securities LLC
Status Current Current Current Current Current Current Current Current Current Current Current Current
JP Morgan Corporate Finance Private Current Investors III LLC JP Morgan Europe Fund JP Morgan Funds JP Morgan Global Maritime Investment Fund JP Morgan Investment Management Inc. JP Morgan PLC JP Morgan Private Bank JP Morgan Real Estate Partners LP Current Current Current Current Current Current Current
JP Morgan Secondary Private Equity Current Investors LLC JP Morgan Securities Holdings Inc. JP Morgan Securities Inc. JP Morgan Securities Ltd JP Morgan US Pooled Corporate Finance Institutional Investors III LLC JPM Advisors LLC JPMCC 2007 LDP10 Lembi Multifamily Portfolio LLC JPMorgan Chase & Co. Current Current Current Current
Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
{894.001-1700014 27178759_3
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client JPMorgan Chase Bank NA LabMorgan Corporation Measurisk LLC Official Committee of the Unsecured Creditors of the Tribune Company One Equity Partners LLC Primary Insights LLC Structured Asset Mortgage Investments II Inc. WaMu Capital Corp Washington Mutual Bank Inc. Washington Mutual Inc. Washington Mutual Mortgage Securities Corp.
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Merchant Link, cont'd.
Michigan Department of Treasury Mississippi State Tax Commission Missouri Department Revenue
Michigan State of Mississippi Division of Medicaid Mississippi State of Attorney General Office of Missouri Missouri Department of Social Services Missouri State of
Montana Department Revenue Nebraska Department Revenue Nestle Professional
Montana State of Board of Regents of the University of Nebraska Galderma Pharma SA Galderma Nestle Capital Management Limited Prometheus Laboratories, Inc. Nevada State of New Mexico Depat intent of Health New Mexico Educational Retirement Board
Nevada Department Taxation New Mexico Taxation and Revenue Department
{894.001-1700011 27178759_3
Status
New Mexico Taxation New Mexico Human Services and Revenue Department, Dept Intent cont'd. New Mexico Medicaid Program New Mexico State Investment Council Land Grant Permanent Fund New Mexico State Investment Council Severance Tax Permanent Fund New York Department of City of New York Department of Taxation and Finance Finance and Taxation The City University of New York Department of Attorney General of NY Dormitory Authority of the State of New York Nassau County State of New York Office of the Nassau County Attorney New York Attorney General Office
Current
Unrelated to the Debtors
Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
New York State and Local Retirement Current System New York State Attorney Generals Office Current
New York State Common Retirement Current Fund New York State Department of Health Current New York State Department of Taxation and Finance New York State Department of Transportation New York State Higher Education Services New York State Insurance Dept anent New York State of Current Current Current Current Current
New York State Teachers Retirement Current System New York State Workers Compensation Board Current
{894.001-170001. } 27178759_3
10
Name of Entity Searched New York Department of Taxation and Finance, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client Office of the New York State Attorney General
Status Current
Nature of Representation Unrelated to the Debtors
State of New York Office of Medicaid Current Inspector General The State University of New York New York State Tax Department News America Marketing FSI Inc. New York State Department of Taxation and Finance Dow Jones & Company Inc. Foxtel Cable Television Pty Limited Hulu LLC The Wall Street Journal Next Day Gourmet CDR SVM Co Investor LP Chester Holdings SARL Clayton Dubilier & Rice Fund VII LP Clayton Dubilier & Rice Fund VIII LP Clayton Dubilier & Rice Inc. Clayton Dubilier Rice Fund V LP Clayton, Dubilier & Rice KKR & Co LP Kohlberg Kravis Roberts & Co. L.P. Funds US Food Service Inc. North Carolina Department of Revenue Ohio Department of Taxation University of North Carolina at Chapel Hill Ohio Department of Taxation The Ohio Police and Fire Pension Fund Ohio Public Employees Retirement System Ohio State of State of Ohio Bureau of Workers Compensation Oklahoma State Tax Commission Oklahoma Firefighters Pension and Retirement System Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
{894.001-170001.} 27178759_3
11
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client
Status
Oklahoma State Tax Commission, cont'd.
Oklahoma Housing Development Authority Oklahoma Police Pension & Retirement System Teachers Retirement System of Oklahoma Teachers Retirement System of Oklahoma University of Oklahoma
Current Current Current Current Current Current Current Current Current Current Current Current
Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Oregon Department of Revenue
Oregon Department of Justice Oregon Health and Science University Oregon Health Plan Oregon Public Employees Retirement Fund State of Oregon State of Oregon Department of Human Services
Pacific Gas and Electric Company Packers Sanitation Service Pennsylvania Department of Revenue
Pacific Gas & Electric Company

Harvest Partners, Inc.
Packers Holdings LLC ARL Pennsylvania State University Pennsylvania Commonwealth of Pennsylvania Office of Medical Assistance Programs Pennsylvania Public School Employees Retirement System Pennsylvania State Employees Retirement System Pennsylvania Turnpike Southeastern Pennsylvania Transportation Authority Trustees of the University of Pennsylvania
Current Current Current Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
PepsiCo Inc.
The Pepsi Bottling Group Inc.
{894.001-170001.} 27178759_3
12
Name of Entity Searched Perkins & Marie Callender's Inc. Progress Energy Florida Inc. Queen of the Valley Medical Center Regions Financial Corporation Reliastar Life Insurance
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Castle Harlan Inc. CHAMP Private Equity Pty Limited Progress Energy Inc. St. Joseph Health System Morgan Keegan & Company Inc Regions Bank CitiStreet LLC Clarion Lion Properties Fund ING Bank FSB ING Clarion Partners LLC ING Clarion Real Estate Securities LP ING Groep NV ING Investments Distributor LLC Washington Square Capital Inc.
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
RREEF America Reit II Portfolio
Bankers Trust Company Bankers Trust International PLC Deutsche Banc Alex Brown Deutsche Bank Deutsche Bank AG Deutsche Bank AG London Deutsche Bank AG London AZA Shuldschein Deutsche Bank Securities Inc. Deutsche Bank Trust Company America Dresdner Bank AG German American Capital Corp RREEF America LLC SAL Oppenheim Alternative Investments GmbH
Shoes for Crews South Carolina Department of Revenue
Shoes for Crews LLC South Carolina Depal Intent of Consumer Affairs
{894.001-170001.} 27178759_3
13
Name of Entity Searched South Carolina Department of Revenue, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client South Carolina Retirement System
Status Current
South Carolina State Employees Retirement Plan South Carolina State of Southern California Edison Company Southland Mall LP Edison Mission Group Inc. Midwest Generation LLC General Growth Properties Inc Rouse Fairwood Development LP Spacenet Inc. Stampede Meat Inc. Vidyah Inc. Fairmont Capital Inc. Sankaty Advisors Inc. Sankaty Advisors LLC New Jersey Department of Banking and Insurance New Jersey Department of Health and Senior Services New Jersey Department of Human Services New Jersey Institute of Technology New Jersey State Investment Council Office of the Attorney General for New Jersey Port Authority of New York and New Jersey Rutgers, The State University of New Jersey State of New Jersey Office of the Inspector General State of New Jersey Pension Fund Superfos Packaging Inc. Covalence Specialty Materials Corp Graham Partners III LP TALX Corporation Tampa Electric Company Ten United LTD Equifax Inc. Tampa Electric Company Halyard Capital Management LLC
Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
State of New Jersey
{894.001-170001.} 27178759_3
14
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Tennessee State of Tennessee Technological University University of Tennessee System The
Status Current Current Current
Tennessee Department of Revenue
Texas Department Treasury
Board of Regents University of Texas Current System Global Endowment Fund Teacher Retirement System of Texas Current Texas A&M University Texas Health and Human Services Commission Texas State of University of Texas University of Texas Healthscience Center University of Texas Investment Management Company Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
The Bank of New York Mellon Corporation
Bank of New York Institutional Cash Reserves Fund The Bank of New York Mellon Corporation The Bank of New York Mellon The Bank of New York Trust Company BNY Mellon Asset Management BNY Mellon Institutional Cash Reserve Fund Insight Investment Management Global Ltd Ivy Asset Management Mellon Bank Corporation Pershing Advisor Solutions LLC Pershing LLC Standish Mellon Asset Management Company LLC
The Boston Company Equity Market Current Neutral Master Portfolio Urdang Capital Management Current
{894.001-170001.} 27178759_3
15
Name of Entity Searched United Healthcare Inc.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Axolotl Inc Executive Health Resources Inc. 13 Global Ingenix Inc. Picis Inc. QualityMetric Rx Solutions Inc. United Healthcare Inc. United Healthcare Services Inc. UnitedHealth Group Inc.
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current
US Foodservice Inc.
Apollo Investment Management LP Apollo Management LP CDR SVM Co Investor LP Chester Holdings SARL
Clayton Dubilier & Rice Fund VII LP Current Clayton Dubilier & Rice Fund VIII LP Clayton Dubilier & Rice Inc. Clayton Dubilier Rice Fund V LP Clayton, Dubilier & Rice KKR & Co LP KKR China Growth Fund LP KKR European Fund III LP KKR EZ Investors LP KKR Global Infrastructure Investors LP Kohlberg Kravis Roberts & Co. L.P. Funds US Food Service Inc. Utah Unemployment Compensation Fund State of Utah Retirement Pension Fund University of Utah University of Utah Health Sciences Core Facility Current Current Current Current Current Current Current Current Current Current Current Current Current Current
(894.001-170001.) 27178759_3
16
Name of Entity Searched Utah Unemployment Compensation Fund, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client University of Utah Research Foundation Utah Attorney General Office of
Status Current
Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Valassis Direct Mail Inc. Virginia Department of Taxation
Coupons corn Incorporated Commonwealth of Virginia Virginia Commonwealth University Virginia Retirement System
Washington Department of Revenue
University of Washington Washington Department of Insurance Washington State Health Care Authority Washington State Investment Board Washington State of Washington State Office of Procurement Washington State Patrol
Wayzata Investment Partners LLC
RathGibson Inc. Wayzata Opportunities Fund II LP Wayzata Opportunities Fund Offshore II LP Wayzata Opportunity Fund III LP
Wells Fargo Capital Finance
A G Edwards Inc. American Securities LLC Eastdil Secured LLC
Lake Spivey Senior Living WDC LLC Current Norwest Equity Partners Oak Haven Senior Living LLC Trumbull Associates L P Wachovia Bank Wachovia Bank NA Inc Wachovia Bank National Association Wachovia Corporation WCP Fund I LP Current Current Current Current Current Current Current Current
{894.001-170001.} 27178759_3
17
Name of Entity Searched Wells Fargo Capital Finance, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Wells Fargo & Co Wells Fargo Bank NA Wells Fargo Capital Finance LLC Wells Fargo Foothill Wells Fargo Merchant Services LLC Wells Fargo Securities LLC
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
West Virginia State Tax Department
West Virginia Attorney Generals Office West Virginia State of West Virginia Water Development Authority Wilmington Trust Company Inc. Wilmington Trust Corporation University of Wisconsin University of Wyoming International Paper Company
Wilmington Trust Company Wisconsin Department of Revenue Wyoming Department of Revenue Xpedx Inc.
(894.001-170001.1 27178759_3
18
SCHEDULE 3
Searched Parties Represented by Ropes & Gray
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client ACE American Insurance Company ACE Asset Management ACE Bermuda ACE Bermuda Insurance Ltd ACE Europe ACE European Group Ltd ACE European Group UK Ltd ACE Global Markets Ltd ACE Group Limited ACE INA Holdings Inc. ACE Limited ACE London Group Ltd ACE Underwriting Agencies Ltd Ace USA Inc. Board of Directors of ACE Limited Namen-Akt. Century Indemnity Insurance Company Greenberg, Evan Insurance Company of North America Westchester Fire Insurance Company Inc.
Status Current Current Current Current Current Current Current Current Current Current Current Current Current Former Former Former Former Former Former Former Former Current Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
ACE Property and Casualty Insurance Company
Alliant Energy Corporation American United Life Insurance
Bennett, Michael AEA Investors Inc. AEA Investors LP American United Life Insurance Company
{894.001-170001127178759_3
Name of Entity Searched AON Risk Services Northeast
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Case, Gregory C. Endurance Specialty Insurance Ltd Aon Corporation Bayly Martin & Fay Inc of Texas J.H. Minet & Co. Ltd Minet Inc. Rath & Strong Inc. Resource Life Insurance Company Arizona Public Safety Personnel Retirement System Arizona State University The University of Arizona
Status Current Current Former Former Former Former Former Former Current Former Current Former Current Current Current Former Former Former Former Former Former Former Current Former Former Former Current Current Former Former Current Former Former
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Arizona Department of Revenue
Arkansas Department Finance Administration
Arkansas Department of Health Arkansas Depaitment of Human Services University of Arkansas at Little Rock University of Arkansas for Medical Sciences
Armour Echrich Meats Basic American Foods Inc. Bimbo Bakeries USA Butterball LLC Caesars Palace Corp.
Premium Standard Farms Informal Committee The Smithfield Packing Company Inc. Tolan, Carol Hume Davis, Henry R Seaboard Corporation Apollo Management LP Boardwalk Regency Corp Bonderman, David Caesars Atlantic City Hotel & Casino Caesars Entertainment Inc. Caesars World Inc. Coslet, Jonathan J Davis, Kelvin L Grand Casinos Inc. Harrah S Atlantic City Harrah's Entertainment Inc. Harrah's New Orleans Horseshoe Entertainment
1894.001-1700011 27178759_3
Status Current Former Former Current Current Current Current Current Current Current Current Current Current Former Former
Caesars Palace Corp., Horseshoe Gaming Holding Company corp. Loveman, Gary W Newbridge Capital Ltd Park Place Entertainment Senior Management of Harrah s Entertainment Inc. TPG - Axon Capital Management LP TPG Capital Inc. TPG Capital LP California Department California Department of Water Finance Resources California Public Employees Retirement System California State Teachers Retirement System People of State of California Regents of the University of California State of California The Regents of the University of California
Treasurer of the Regents of the University Former of California University of California at Irvine University of California Los Angeles University of California San Diego Securities Regulation Institute University of California San Francisco University of California San Francisco Medical Center University of California School of Law CBS Outdoor Inc. CBS Corporation CBS Inc. CNET Networks Inc. Countryman, Gary L. Gifford, Charles K. Goldberg, Leo J. Macmillan Publishing Company Former Former Former Former Former Former Former Former Former Former Former Former Former
{894.001-170001.} 271787593
Name of Entity Searched CBS Outdoor Inc., cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client Macmillan, Inc. Marquette Corporation National Amusements Inc. Paramount Pictures Corp. Simon & Schuster, Inc. Viacom Corporation Viacom International Inc. Ziff-Davis Publishing Company King World, Inc. Spelling Entertainment Group Inc. St Johns Realty Investors Universal American Financial Corporation
Status Former Former Current Former Former Former Former Former Former Former Former Current Former Former Former Former Current Former Current Former Current Former Former Former
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
CBS Outdoors
Center Point Energy
Campbell, Donald Houston Industries Incorporated Cigna Capital Securities Inc. Cigna Companies Cigna Corporation Cigna Health Corporation Cigna Healthcare Cigna Insurance Company Cigna Investment Management Cigna Retirement & Investment Services Connecticut General Life Insurance Co Healthsource Inc.
Cigna Corporation
City of Redwood City CA City of Sacramento CA City of San Luis Obispo CA City of Brighton CO City of Bunnell FL
Bell, Robert A.
Sacramento Police Department Carter, Andrew M. Scott, Wayne H. Rogers, John A. Rogers, John B. Rogers, John C. Moore, Gary
Former
Former Former Former Former Former Former Former

City of Burlington KY
{894.001-170001.} 27178759_3
Name of Entity Searched City of Brainerd MN City of Minneapolis MN City of Gladstone MO City of Springfield MO City of Fargo ND City of Philadelphia PA City of Brighton TN City and County of Denver CO, Department of Finance Treasury Division City of Los Angeles CA Coca Cola Company
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Olson, Robert E. Johnson, Barbara G. Thompson, Randall Rush, John J. Williams Michael Rizzo, Frank Smith, George H. Denver Health and Hospital Authority
Status Former Former Former Former Former Former Former Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Los Angeles City of Cadbury Schweppes Plc Cadbury Schweppes, Inc. The Coca Cola Company Coca Cola Enterprises Inc. Coca Cola Femsa SA de CV Coca-Cola Bottling Co. of N.Y. Coca-Cola Distributors Assoc. Coke & Coke Honest Tea Mchenry, Donald F. The Minute Maid Company
Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Former Current Current Former
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Colorado Department
Revenue
University of Colorado University of Colorado Health Sciences University of Colorado Hospital University of Kentucky University of Kentucky College of Dentistry University of Kentucky Medical Center Commonwealth of Massachusetts Pension Reserves Investment Management Board Commonwealth of Massachusetts Trial Court Juvenile Court Dept
Commonwealth of Kentucky
Commonwealth of
Massachusetts
{894.001-170001.} 27178759_3
Status Current Current Current Current Former Former Former
Governor of the Commonwealth of Massachusetts Massachusetts Bay Transit Authority Massachusetts Bay Transportation Authority MBTA Massachusetts Board of Bar Examiners Massachusetts Board of Registration in Nursing Massachusetts Board of Registration of Chiropractors Massachusetts Claims Investigation Commission
Massachusetts Commission on Employee Former Involvement and Ownership Massachusetts Commissioner of Revenue Former Massachusetts Committee for Public Counsel Services Massachusetts Committee to Review Uniform Prudent Investor Act Massachusetts Commonwealth of Massachusetts Contributory Retirement Appeal Board Massachusetts Department of Children and Families Massachusetts Department of Conservation and Recreation Massachusetts Department of Correction Massachusetts Department of Education Former Current Current Former Former Former Former Former
Massachusetts Department of Elementary Former and Secondary Education Massachusetts Department of Environmental Management Massachusetts Depar intent of Higher Education Massachusetts Department of Public Health Massachusetts Dept tment of Revenue Massachusetts Department of Revenue Child Support Division Former Former Former Former Former
Massachusetts Department of Transitional Former Assistance
{894.001-1700011 271787593
Name of Entity Searc hed
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Massachusetts Development Finance Agency Massachusetts Director of Liquidations Massachusetts Division of Capital Asset Management Massachusetts Division of Fisheries & Wildlife Massachusetts Division of Insurance Massachusetts Emergency Public Works Commission
Status Current Former Former Former Former Former
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Massachusetts Executive Office of Energy Former and Environmental Affairs Massachusetts Executive Office of Health Former and Human Services Massachusetts Executive Office of Transportation and Finance Massachusetts Governors Advisory Council on Guangdong Affairs Massachusetts Health and Educational Facilities Authority Massachusetts Highway Department Massachusetts Office of Chief Medical Examiner Massachusetts Office of the Attorney General Massachusetts Port Authority Massachusetts State Lottery Commission Massachusetts State Police Massachusetts Superior Court Massachusetts Supreme Judicial Court Committee Massachusetts Tax Deputy Massachusetts Taxation Massachusetts Transportation Commission Massachusetts Turnpike Authority Senate Committee of Massachusetts Trial Court of Massachusetts University of Massachusetts Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former
Massachusetts Registry of Motor Vehicles Former
{894.001-170001.} 27178759_3
Name of Entity Searched Commonwealth of Massachusetts, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client University of Massachusetts @ Lowell Alumni Association University of Massachusetts Medical Center University of Massachusetts Medical School Group Practice University of Massachusetts Teaching University of Massachusetts University Advancement
Status Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Current Current Current Current Current Current Current Current Former Former Former
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Comptroller of Maryland WH Tax
University of Maryland University of Maryland Medical System Corporation American Pie LLC Delaware Department of Community Affairs and Economic Development Duane, Morris Duane Morris & Heckscher Duane Morris LLP Forsgren, John Gray, Anna M.
ConAgra Foods Inc. Delaware Division Revenue Duane Morris LLP
Duke Energy Ecolab Pest Elimination Division eFAX Corporate Engauge
Alcide Corporation Ecolab Inc. Protus IP Solutions Inc. Halyard Capital Fund LP Halyard Capital Management LLC
Fawcett Memorial Hospital
Connaughton, John P. Gordon, Christopher Health Care Indemnity Inc. Light, Jay 0. Pagliuca, Stephen G. All About Staffing Inc. HCA Inc. Columbia HCA of New Orleans Inc. University Hospital Inc. George Weston Ltd Home Delivery Network Ltd Shop Direct Limited
Fleischmann's Yeast Inc.
1894.001-1700014 27178759_3
Name of Entity Searched Florida Department Revenue
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Florida International University Florida State University State Board of Administration of Florida State Board of Assessment of Florida University of Central Florida University of Florida University of Florida College of Medicine University of Florida Research Foundation University of South Florida
Status Former Former Current Former Former Current Former Former Former Former Current Former Former Former Former Current Former Former Former Former Former Former Former Current Current Current Former Current
Florida Power & Light
Florida Power & Light Company FPL AAV Corporation FPL Energy Inc. FPL Fiber Net, LLC FPL Fuels Inc. FPL Group Inc. Thaman, Michael
Foley Lardner LLP
Foley & Lardner LLP Foley Sammond & Lardner Anglo Canadian Pulp and Paper Mills Ltd Fulbright & Jaworski (Houston, TX) Centro Properties Limited Oliver, Susan Garda World Security General Mills Inc. General Mills Operations Inc. Market Tools Inc. Pillsbury Mills Inc. Yoplait USA Inc.
Freshpoint Inc. Fulbright Jaworski LLP Galileo Parkway Plaza LP Garda CL West Inc General Mills
{894.001-170001.} 27178759_3
Name of Entity Searched Georgia Pacific LLC
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Georgia-Pacific Corporation Invista BV Invista Inc. Invista Resins Invista SARL John Zink Company Koch Membrane Systems Inc. Flint Hills Resources LP Gibson Dunn & Crutcher Ambrecht, Kenneth Ambrecht, Kenneth C II American Empire Surplus Lines Insurance Marketform Syndicate
Status Current Former Former Former Current Former Former Current Former Current Current Former Current Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Former Former
Gibson Dunn & Crutcher LLP Great American Insurance Company
Greenberg Traurig LLP Hershey Foods USA Inc. HJ Heinz Company Icelandic USA Corporation Idaho State Tax Commission Illinois Department Revenue
Greenberg Traurig LLP Hershey Foods Corporation Delimex Holdings Inc. Iceland Seafood Corporation State of Idaho University of Idaho Illinois State Board of Investment Illinois State Treasurers Office Illinois Teachers State of Illinois Office of the Governor University of Illinois
Indiana Department Revenue
Indiana University Northwest Indiana University School of Medicine Massachusetts Board of Registration in Nursing
Internal Revenue Service
Commissioner of the Internal Revenue Service IRS Notification of Trust Severances Internal Revenue Service United States Department of the Treasury
1894.001-170001.1 271787593
10
Name of Entity Searched Iowa Department Revenue Jackson County Bank, Inc. KABC TV
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client University of Iowa Hoffman, David ABC Television Studios American Broadcasting Companies Inc. Smith, Orin R. The Walt Disney Company The Walt Disney Company Inc.
Status Former Former Former Former Former Former Former Former Current Current Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former
Kansas Department Revenue
University of Kansas University of Kansas Hospital Authority University of Kansas School of Medicine - Wichita Medical Practice
King & Prince Seafood Corporation Linde Inc.
Gortons of Gloucester The Linde Group PLC The Linde Group
Los Angeles Dept Water Power
Los Angeles City of Los Angeles County Employees Retirement Association Los Angeles County Museum of Art Los Angeles Olympic Organizing Committee
McCain Foods USA Inc. Merchant Link
McCain Food Ltd. Banc One Corporation Banc One Leasing Corporation Bank One Milwaukee NA Bank One Milwaukee NA Fund Bear Stearns & Co Inc Private Fund Group Bear Stearns & Co Inc Technology Investment Banking Bear Stearns & Co Inc. Bear Stearns Asset Management Inc. Bear Stearns Companies Inc. Bear Stearns Constellation Ventures Bear Stearns Global Turnaround Fund LP
{894.001-1700011 27178759_3
11
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Bear Stearns International Limited Bear Stearns Merchant Banking Partners III LP Bear Stearns Merchant Capital III Bear Stearns Securities Corp. Chase & Company Chase Corporation Chase Lincoln First Commercial Corporation Chase Manhattan Bank NA Chase Manhattan Bank USA NA Chase Manhattan Mortgage & Realty Trust Chase Manhattan Trust Company NA Chase Securities Inc. Chase Service Corporation Constellation Ventures Capital LP Gavea Investimentos Ltda Highbridge Capital Management LLC JP Morgan JP Morgan & Co. JP Morgan Asset Management JP Morgan Capital LP JP Morgan Capital Partners LLC JP Morgan Cazenove JP Morgan Chase JP Morgan Chase & Co JP Morgan Chase Bank JP Morgan Chase Bank NA JP Morgan Chase Securities JP Morgan European Property JP Morgan European Property Fund JP Morgan Funds JP Morgan Global Fund Services JP Morgan Investment Management JP Morgan PLC
Status Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Current Former Former Former Former Current Current Former Former Current Current Current Current Former
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
{894.001-1700011 271787593
12
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client JP Morgan Private Bank JP Morgan Private Equity Group JP Morgan Real Estate JP Morgan Real Estate Partners JP Morgan Securities JP Morgan Securities Holdings Inc. JP Morgan Securities Inc. JP Morgan Securities Inc. JP Morgan Select Market Fund LP JPM European Real Estate Fund JPM Securities Inc. Macerich Partnership LP Inc. Management Ventures Inc. Minster Insurance Co Ltd NCO Financial Systems Inc. Official Committee of the Unsecured Creditors of the Tribune Company One Equity Partners LLC Washington Mutual Bank Inc. Washington Mutual Inc. Washington Mutual Savings Bank Fund Smith Ray, Timothy Michigan State University Paul Ware Joint Defense/Common Interest Group Minnesota Commission on Access to Health Care Minnesota State of University of Minnesota
Status Former Current Former Former Former Former Current Former Current Former Former Former Current Current Former Current Former Former Former Former Former Former Former Former Current Former Current Former
Merchants Cold Storage Michigan Department of Treasury Micros Systems Inc. Minnesota Department Revenue
Missouri Department Revenue Montana Department Revenue
University of Missouri State of Montana
{894.001-1700011 27178759_3
13
Name of Entity Searched Moody's Investors Service Inc. National Retail Properties Nebraska Department Nestle Professional
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Moody's Investors Service Jennings, Richard The University of Nebraska Nestec SA Nestle Waters North America Inc. Prometheus Laboratories Inc. Jenny Craig Inc. Jenny Craig International Inc. Jenny Craig Management Inc. Jenny Craig Operations Inc. Jenny Craig Products Inc. Jenny Craig Weight Loss Centers Inc L Oreal SA Nestle SA Dreyers Grand Ice Cream, Inc. Galderma Nestle Enterprises, Inc. Productos de Cafe, S.A. de C.V. University of Nevada at Las Vegas New Mexico State of New Mexico State University State of New Mexico University of New Mexico New York State Board of Elections
Status Former Former Former Current Current Current Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Current
Nevada Department Taxation New Mexico Taxation and Revenue Department
New York Department of Taxation and Finance
New York State Common Retirement Fund New York State Employees Retirement New York State Office of Science, Technology and Academic Research New York State Teachers Retirement System School of Nursing of State University of New York at Binghamton
Former Former Current Former Former
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
{894.001-170001.} 27178759_3
14
Name of Entit),. Searched New York Department of Taxation and Finance, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client State University of New York at Stony Brook State University of New York Health Affairs State University of New York Upstate Medical University The State University of New York Dow Jones & Company Inc Factiva Fox Film Corporation Fox News Network LLC Hulu LLC iLike Inc News America Incorporated News America Publishing Incorporated News Corporation Twentieth Century Fox Film Corporation Twentieth Century Fox Television Wall Street Journal
Status Former
Former Former Former Current Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Former Current Current Former Former Current Former Former Former
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
News America Marketing FSI Inc.
Next Day Gourmet
Clayton Dubilier & Rice Inc KKR & Co KKR & Co LP Kohlberg Kravis Roberts & Co LP US Foodservice Inc University of North Carolina University of North Carolina at Chapel Hill University of North Carolina at Charlotte 0 Connor & Hannan State Teachers Retirement System of Ohio University of Oklahoma Berger, Robert L. Oregon Graduate Institute of Science & Technology
North Carolina Department of Revenue
Nossaman LLP Ohio Department of Taxation Oklahoma State Tax Commission Omni Management Group LLC Oregon Department of Revenue
{894.001-170001.} 27178759_3
15
Name of Entity Searched Oregon Department of Revenue, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Oregon Health and Science University Oregon PERS Oregon State of State of Oregon
Status Current Former Current Former Former Former Former Former Former Former Former Former Former Former Current Current Former Former Former Former Former Former Former Former Former Current Former Former Current Current Current
Pacific Gas and Electric Company
Pacific Gas & Electric Company PG&E PG&E Generating Co Harvest Partners Harvest Partners, Inc. Harvest Partners LLC Harvest Partners III LP
Packers Sanitation Service
Paul Hastings Janofsky & Walker Pennsylvania Department of Revenue PepsiCo Inc.
Paul Hastings Janofsky & Walker Pennsylvania Commonwealth of The Pennsylvania State University Dzau, Victor J General Cinema Beverages of Broward Inc. Marion Pepsi-Cola Bottling Co. Pepsi Bottling Group Inc The Pepsi Cola Inc. Pepsi Cola Methuen Bottlers Incorporated Pepsi Cola Metropolitan Bottling Co Inc Pepsi-Cola Company Jones, Robert Johnson, William Lewis, Michael Lewis, Michael Trust Accounts
Progress Energy Florida Inc.
Progress Energy Florida Inc., cont'd. Regions Financial Corporation Queen of the Valley Medical Center
South Carolina Power & Light Co. Stone, Theresa McLaughlin Morgan Keegan & Company Inc. St Joseph Health System Covenant Health System
{894.001-1700011 27178759_3
16
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client Queen of the Valley Medical Center of Napa CA Santa Rosa Memorial Hospital SRM Alliance Hospital Services St Joseph Health System Foundation St Joseph Heritage Healthcare St Joseph Home Care Network St Joseph Hospital of Eureka St Joseph Hospital of Orange St Joseph Professional Services Enterprises Inc. St Jude Hospital Inc. Brierley, Harold M Jones, Thomas
Status Current
Queen of the Valley Medical Center, cont'd.
Current Current Current Current Current Current Current Current Current Former Former Former Current Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Reliastar Life Insurance
Baring America Asset Management Company Baring Asset Management Inc. Brown, Robert P Jr. Brown, Robert Peabody CitiStreet LLC Clarion Lion Properties Fund Flynn, Patrick ING Clarion Capital ING Clarion Partners LLC ING Funds ING Furman Selz Asset Management, LLC ING Groep NV ING Institutional Plan Services, LLC ING International II Senior Bank Loans Euro ING International II Senior Bank Loans USD ING Investment Management Co. ING Prime Rate Trust ING Property Trust ING Realty Partners
{894.001-170001.} 27178759_3
17
Status
Reliastar Life Insurance, cont'd.
ING Realty Partners ING Senior Income Fund ING USD Loan Trust I Northern Life Insurance Company ReliaStar Financial Corporation Washington Square Capital Inc Westland/Utrecht Hypotheekbank NV Revere Industries LLC
Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Current Current Current Current Current Former Current Current Current Former
Revere Packaging
RREEF America Reit Axel Springer AG II Portfolio Bankers Trust Company Bankers Trust International PLC Deutsche Banc Alex Brown Deutsche Bank Deutsche Bank AG Deutsche Bank AG Cayman Islands Deutsche Bank AG London Deutsche Bank Capital Corporation Deutsche Bank China Merchants Securities Hong Kong Company Ltd Deutsche Bank London Branch Deutsche Bank National Trust Company Deutsche Bank Securities Inc. Deutsche Bank Trust Company America Deutsche Bank Trust Company Americas Deutsche Bank USA/Bankers Trust Co. Deutsche Investment Management Americas Inc. Dresdner Bank AG Dresdner Bank IRU DWS RREEF Global Real Estate Securities Fund DWS RREEF Real Estate Fund, Inc. DWS World RREEF Fund Gemini Securitization Corporation
{894.001-170001.} 27178759_3
18
Name of Entity
Searched RREEF America Reit II Portfolio, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client RREEF World Real Estate and Tactical Strategies Fund RREEF World Real Estate and Tactical Strategies Fund, Inc. RREEF World Real Estate Closed End Fund Scottish Widows Investment Partnership Zurich Scudder Investments Inc.
Status Former Former Former Former Former Former Former Former Former Former Former Former Current Current Current Current Former
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
San Diego Gas & Electric Company
Jones, William D. Pentadyne Power Corporation Sempra Energy
Southern California Edison Company Southland Mall LP
Edison Funding Company Southern California Edison Co. Brookfield Asset Management Brookfield Asset Management Inc. Merrick Park LLC Merrick Park Parking LLC
Stampede Meat Inc. State of New Jersey Superfos Packaging Inc.
Sankaty Advisors Inc. Sankaty Advisors LLC University of Medicine & Dentistry of New Jersey Apollo Management LP Blessings Corporation W.P. Carey & Co. LLC
Former Former Former Former Former Former
TALX Corporation
Adrean, Lee Business Incentives Inc. Equifax (Telecredit and Light Signatures Inc.)
Tampa Electric Company Ted United LTD Tennessee Department of Revenue Texas Department Treasury
Tampa Electric Company TECO Energy Inc. Halyard Capital Management LLC Tennessee State of University of Tennessee at Knoxville Texas A&M University Texas Depaitment of Criminal Justice, Correctional Institutions Division
Former Current Former Former Former Former Former
{894.001-170001.} 27178759_3
19
Name of Entity Searched Texas Department Treasury, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Texas Teachers Retirement System Texas Teachers Retirement System CoInvestment Fund Texas Tech University Health Sciences Center School of Allied Health Sciences Texas Tech University System University of Texas at Austin University of Texas Continuing Legal The University of Texas Medical Branch at Galveston University of Texas School of Law
Status Former Current Former Current Former Former Former Former Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
The Bank of New York Alcentra Limited Mellon Corporation
Audit Committee of Boston Safe Deposit Former and Trust Company Bank of New York Bank of New York Company Bank of New York Mellon BNY Capital Markets Inc. BNY ConvergEx Group LLC BNY Hamilton Funds BNY Mellon NA BNY Mellon Wealth Management BNY Western Trust Company Boston Company Boston Institutional Services Inc. CIBC Mellon Global Securities Services Company CIBC Mellon Trust Company Dreyfus Liquid Assets Inc. Dreyfus Service Corporation Eze Castle Software Inc. Independent Directors of Mellon Optima L/S Strategy Fund LLC Ivy Asset Management Former Former Current Current Current Former Former Current Former Former Former Current Former Former Former Former Former Former
Boston Safe Deposit and Trust Company Current
Dreyfus Massachusetts Tax Exempt Bond Former
{894.001-170001.} 27178759_3
20

The Bank of New York Mellon Corporation, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Cray Client Ivy Asset Management LLC
Status Current
Kowalski, Michael J. Mellon Bank NA Mellon Capital Management Corp Mellon Financial Corporation Mellon Financial Services Corporation Mellon National Bank & Trust Company Mellon Optima L/S Strategy Fund LLC Mellon Private Asset Management Mellon Securities Company Mellon Trust of New England NA The Dreyfus Corporation The Dreyfus Fund Inc. WestLB Mellon Asset Management USA LLC
Troutman Sanders, LLP Trustaff Personnel Services U.S. Food Service Inc.
Former Former Former Former Former Former Former Former Current Current Former Former Former Former Former Former Former Former Current Former Former Former Current Current Former Former Current Former Current Former Former Former
Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Mays & Valentine Troutman Sanders, LLP Davis, Larry Apollo Management LP Clayton Dubilier & Rice Inc. Kohlberg Kravis Roberts & Co LP U.S. Food Service Inc.
United Healthcare Inc.
All Care AmeriChoice Health Services, Inc. Boudreaux, Gail K. Concentra Managed Care Inc. Epidemiology Resources Inc. Golden Rule Insurance Company Ingenix Holdings Inc. Ingenix Inc. Ingenix International MedSpan Inc. Mid Atlantic Medical Services Inc. Oxford Health Plan Inc.
{894.001-170001.} 27178759_3
21
Name of Entity Searched United Healthcare Inc., cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client PacifiCare Health Systems Inc. QualityMetric The Lewin Group Unison Health Plan United Healthcare Inc. United Healthcare Services Inc. University of Utah University of Utah Hospitals and Clinics Valassis Communications, Inc. Valassis Inserts, Inc. Whittlesey, Faith
Status Former Former Former Current Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Former Current Current Former Current
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
Utah Unemployment Compensation Fund Valassis Direct Mail Inc.
Ventura Foods LL
Mitsui & Co Ltd Mitsui & Co USA Inc. Mitsui Norin Co Ltd Mitsui & Co. (U.S.A.) Inc. Mitsui Chem Mitsui Mining & Smelting Co Ltd Mitsui Petrochemical Industries University of Virginia University of Virginia Health Services University of Virginia Investment Management Company University of Virginia Medical Center Virginia Commonwealth System Authority
Virginia Department of Taxation
Washington Department of Revenue
Central Washington University
Eastern Washington University State of Washington University of Washington Washington State University Western Washington University Wayzata Investment Partners LLC Wayland Distressed Opportunities Fund IB Wayzata Investment Partners
Current Former Current Current Former Former Former
{894.001-170001.} 27178759_3
22
Name of Entity Searched Wayzata Investment Partners LLC, cont'd. Wells Fargo Capital Finance
Status
Special Devices Inc. Creditors Committee Former AG Edwards & Sons Inc. AG Edwards Inc. CoreStates Financial Corp. Corestates Financial Corporation Engel, Susan E. Evergreen Funds Evergreen Investment Management Company Inc. Evergreen Investment Management Company LLC Evergreen Investment Services Inc. First Interstate Bancorp First Union National Bank of North Carolina Foothill Capital Corporation KW Investment Co Ltd Norwest Bank Minnesota National Association Norwest Equity Partners LP Norwest Venture Capital Management Inc. Philadelphia National Bank Wachovia Bank NA Inc. Wachovia Bank National Association Wachovia Bank of Georgia NA Wachovia Capital Markets LLC Wachovia Corporation Wachovia Mortgage FSB Wachovia Securities LLC Wachovia Securities, Inc. Wells Fargo Bank Wells Fargo Bank NA Wells Fargo Capital Finance LLC Wells Fargo Foothill Wells Fargo Funds Family Former Former Former Former Former Current Former Former Former Former Former Former Former Former Former Former Former Former Current Former Former Current Former Former Former Former Current Former Former Former
{894.001-170001.) 27178759_3
23
Name of Entity Searched Wells Fargo Capital Finance, cont'd.
Name of Entity and/or Affiliate of Entity that is a Ropes & Gray Client Wells Fargo Home Mortgage Inc. Wells Fargo Mortgage Investors Wells Fargo Nikko Investment Advisors Wells Fargo Realty Advisors Funding Inc. Wells Fargo Securities LLC World Savings Bank FSB Inc
Status Former Former Former Former Former Former Former Former Former Current Former Former Former Former Former Former Former Current Former Former Former Former
Nature of Representation Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors
West Virginia State Tax Department
West Virginia University Hospitals West Virginia University School of Medicine Wilmington Trust Company Inc. Wilmington Trust FSB Thompson, James R Winston & Strawn Winston & Strawn, LLP State of Wisconsin Investment Board University of Wisconsin at Madison State of Wyoming Federal Paper Board Company Inc. International Paper Co. International Paper Company International Paper Company Hammermill Paper Company Strathmore Paper Company Temple Inland Inc.
Wilmington Trust Company Winston Strawn LLP
Wisconsin Department of Revenue Wyoming Department of Revenue Xpedx Inc.
{894.001-170001.} 27178759_3
24

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

JURISDICTION AND VENUE

(a) (b) (c)

(1) (m) (n) (o) (p)

Partners Special Counsel and Counsel Associates Paraprofessionals

Position Partner Associate Associate Associate

itle: Committee Co-Chair

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,

Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)

EXHIBIT B Declaration of Mark R. Somerstein

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

DECLARATION OF MARK R. SOMERSTEIN MARK R. SOMERSTEIN hereby declares:

Representation of Parties in Interest 2

At the inception of any engagement for which a declaration is required pursuant to

Partners Special Counsel and Counsel Associates Paraprofessionals 21.

responsibility for this matter are as follows:

Partner Associate Associate Associate

I xecuted on July J2Ul1 MARK R. SON1ERSTEIN

SCHEDULE 1 Searched Parties

Alsco Inc. Arizona Department of Revenue

Arkansas Department Finance Administration

Butterball LLC Caesars Palace Corp.

California Department Finance

Name of Entity Searched

California Department Finance, cont'd.

CBS Outdoor Inc.

College Sports TV CSTV Networks Inc.

Name of Entity Searched CBS Outdoors, cont'd. Cigna Corporation

Status Current Current Current Current Current Current Current

Current Current Current Current Current Current Current Current Current

Current Current Current Current Current Current Current

Name of Entity Searched

Status Current Current

Commonwealth of Massachusetts, cont'd.

Unrelated to the Debtors Unrelated to the Debtors

Name of Entity Searched Commonwealth of Massachusetts, cont'd.

Comptroller of Maryland WH Tax

Maryland State of University of Maryland University of Texas MD Anderson Cancer Center

ConAgra Foods Inc. Delaware Division Revenue

SunPower Corporation The Duke Endowment

Ecolab Pest Elimination Division Engauge Fawcett Memorial Hospital

Fleischmann's Yeast Inc. Florida Department Revenue

Name of Entity Searched

Florida Department Revenue, cont'd.

Florida Agency for Health Care Administration Florida State of

Galileo Parkway Plaza LP Garda CL West Inc. General Mills

Georgia Department Revenue

HJ Heinz Company Idaho State Tax Commission

Illinois Department Revenue

Indiana Department Revenue

Name of Entity Searched Internal Revenue Service

Iowa Department Revenue KABC TV

Kansas Department Revenue

Name of Entity Searched Merchant Link, cont'd.

Current Current Current

Unrelated to the Debtors Unrelated to the Debtors Unrelated to the Debtors

Name of Entity Searched

Merchant Link, cont'd.

Montana Department Revenue Nebraska Department Revenue Nestle Professional

Nevada Department Taxation New Mexico Taxation and Revenue Department

Name of Entity Searched

Unrelated to the Debtors