-1-

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

--------------------------------------------------xIn re: : Chapter 11 Cases

: Case No. 08-13141 (KJC)TRIBUNE COMPANY, et al., : (Jointly Administered)

:Debtors. : Objection Deadline: November 9, 2009 at 4:00 p.m. (ET)

: Hearing Date: November 17, 2009 at 11:00 a.m. (ET)

-------------------------------------------------x

NOTICE OF MOTION OF LAW DEBENTURE TRUST COMPANY OF NEWYORK TO TERMINATE DEBTOR AFFILIATES’ UNDISCLOSEDPAYMENT OF LBO LENDERS’ FEES AND EXPENSES, FOR AN

ACCOUNTING, AND FOR DISGORGEMENT OF PAST PAYMENTS

PLEASE TAKE NOTICE that the Law Debenture Trust Company of New York (“Law

Debenture”) has filed the attached Motion of Law Debenture Trust Company of New York to

Terminate Debtor Affiliates’ Undisclosed Payment of LBO Lenders’ Fees and Expenses, for an

Accounting, and for Disgorgement of Past Payments (the “Motion”) with the United States

Bankruptcy Court for the District of Delaware.

PLEASE TAKE FURTHER NOTICE that responses to the Motion, if any, are required to

be filed on or before November 9, 2009 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”)

with the United States Bankruptcy Court, 824 Market Street, 3rd Floor, Wilmington, Delaware

19801. At the same time, you must also serve a copy of the response upon the undersigned counsel

to the Debtor so as to be received on or before the Objection Deadline.

PLEASE TAKE FURTHER NOTICE that a hearing on the Motion will be held on

November 17, 2009 at 11:00 a.m. (Eastern Time), before the Honorable Kevin J. Carey, Chief

Judge, United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th

Floor, Courtroom 5, Wilmington, Delaware 19801.

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND INACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEFDEMANDED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: October 23, 2009 Respectfully submitted,Wilmington, Delaware

By: /s/ Garvan F. McDanielBIFFERATO GENTILOTTI LLCGarvan F. McDaniel (No. 4167)800 N. King Street, Plaza LevelWilmington, Delaware 19801Tel: (302) 429-1900Fax: (302) 429-8600

– and –

David S. RosnerAndrew K. GlennMatthew B. SteinKasowitz, Benson, Torres & Friedman LLP1633 BroadwayNew York, New York 10019Tel: (212) 506-1700

Co-Counsel for Law Debenture Trust Companyof New York

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

------------------------------------------------------xIn re: : Chapter 11 Cases

: Case No. 08-13141 (KJC)TRIBUNE COMPANY, et al., : (Jointly Administered)

:Debtors. : Objection Deadline: November 9, 2009 at 4:00 p.m. (ET)

: Hearing Date: November 17, 2009 at 11:00 a.m. (ET)

------------------------------------------------------x

MOTION OF LAW DEBENTURE TRUST COMPANY OF NEWYORK TO TERMINATE DEBTOR AFFILIATES’ UNDISCLOSEDPAYMENT OF LBO LENDERS’ FEES AND EXPENSES, FOR AN

ACCOUNTING, AND FOR DISGORGEMENT OF PAST PAYMENTS

Law Debenture Trust Company of New York (“Law Debenture”), successor trustee under

that certain Indenture, dated March 19, 1996, between Tribune Company (“Tribune” and with its

subsidiaries that are debtors in possession, the “Debtors”) (successor to The Times Mirror

Company) and Citibank, N.A., for the 6.61% Debentures due 2027 and the 7 1/4 % Debentures due

2096 (as amended, the “Indenture”), as fiduciary for the interests of more than 18% of the Debtors’

bondholders, pursuant to sections 105(a) and 363 of Title 11 of the United States Code (the

“Bankruptcy Code”), moves this Court for the entry of an order compelling and directing: (i) the

Debtors to cause any non-debtor affiliate or subsidiary to terminate the undisclosed and

unauthorized payments (the “Unauthorized Fee Payments”) of professional fees and expenses to the

Debtors’ leveraged buyout lenders (the “LBO Lenders”); (ii) the LBO Lenders to provide an

accounting of all Unauthorized Fee Payments; and (iii) the LBO Lenders to disgorge the

Unauthorized Fee Payments. In support of its motion, Law Debenture respectfully represents as

follows:

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PRELIMINARY STATEMENT

Transparency. Disclosure. Notice. Public hearings. A debtor must comply with these

obligations in exchange for the extraordinary protections that Chapter 11 provides. A debtor, as

fiduciary to creditors and beneficiary of this Bankruptcy Court’s good offices, has the obligation to

satisfy these requirements both in form and in substance and not to seek ways to avoid them. These

requirements maintain the integrity of the bankruptcy process, which must not only be fair, but

which also must appear fair.

The Debtors are deeply insolvent. Nonetheless, the Debtors here have entered into an

undisclosed transaction to benefit their LBO Lenders at the expense of their estates and have kept

this arrangement hidden from this Court and creditors (other than the Creditors Committee). The

Debtors have arranged to pay millions of dollars in fees to the LBO Lenders’ restructuring

professionals -- no less than four law firms and two financial advisory firms -- even though the LBO

Lenders are unsecured creditors (undersecured at the parent) holding disputed claims arising from

an LBO that most likely constituted a fraudulent conveyance.

The Unauthorized Fee Payments create irreconcilable conflicts of interest and

discriminatory treatment of creditors. As recently determined in the TOUSA bankruptcy cases on

similar facts, the LBO Lenders’ claims are subject to dispute and likely avoidance as fraudulent

conveyances. If successful, the estate’s fraudulent conveyance claims would completely eliminate

the LBO Lenders’ claims and avoid any obligation to pay their unsecured, prepetition claims for

reimbursement of professional fees, which, in any event, could never be paid by the grossly

insolvent Debtors. Yet the LBO Lenders have caused the Debtors to direct their subsidiaries to pay

these otherwise unpayable prepetition claims without notice to this Court and all creditors. In

addition to restructuring fees, Law Debenture understands that certain of the LBO Lenders are

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actually being paid -- not only for their counsels’ participation on the Creditors Committee1 which

in and of itself is intolerable and discriminatory -- but also in direct contravention of the estates’

interests by defending against the Creditors Committee’s and Law Debenture’s claims investigation.

The LBO Lenders could not have received these payments themselves under the Bankruptcy

Code. The LBO Lenders are undersecured creditors of Tribune and unsecured creditors of the other

grossly insolvent Debtors, so they could not be paid pursuant to section 506(c) of the Bankruptcy

Code. The LBO Lenders have not sought -- because they could not seek -- reimbursement for a

substantial contribution to these cases under section 503(b) of the Bankruptcy Code. Instead, the

LBO Lenders circumvented these restrictions, notice to this Court and creditors, and application for

payment with associated disclosure of the services for which they seek reimbursement. Law

Debenture understands that the LBO Lenders extracted payment from Tribune by threatening to

take action against the paying subsidiaries that the Debtors believed valuable. If that threat were

real, the Debtors would have made an appropriate showing to this Court and protected these

subsidiaries by injunction, extension of the automatic stay protections, or otherwise, not simply and

surreptitiously paying their fees.

The Unauthorized Fee Payments create serious conflicts of interest. The LBO Lenders are

likely litigation targets of estate claims. By facilitating the payment of legal fees to the LBO

Lenders in preparation for the LBO Lenders’ defense and at the same time paying the LBO Lenders

for negotiating a plan (that most likely will seek to release estate claims against the LBO Lenders

and other targets), the Debtors are acting in a manner inimical to the best interests of the estate and

their creditors.

1 Other capitalized but undefined terms in this Preliminary Statement have the meanings in the text.

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For all of the reasons set forth herein, Law Debenture respectfully submits that the Court

should terminate this undisclosed and unsupportable payment scheme.

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. § 1334.

This matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper in this Court

pursuant to 28 U.S.C. §§ 1408 and 1409.

BACKGROUND

The Chapter 11 Cases

2. On December 8, 2008 (the “Petition Date”), the Debtors filed voluntary petitions for

relief under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses

and manage their properties as debtors in possession pursuant to Sections 1107(a) and 1108 of the

Bankruptcy Code. Neither a trustee nor an examiner has been appointed in these Chapter 11 cases.

The Debtors kept certain wholly- and partially-owned entities out of their filings.

3. On December 18, 2008, the Office of the United States Trustee appointed a nine-

member statutory committee of unsecured creditors (the “Creditors Committee”), which included

two agent banks for the LBO Lenders.

4. As detailed in the Affidavit of Chandler Bigelow III in support of the Debtors’ first-

day motions [Docket No. 3], the Debtors are party to credit facilities (the “LBO Credit Facilities”)

in the aggregate amount of approximately $11.7 billion arising from the failed LBO. See generally

Bigelow Aff. ¶¶ 19-20. The LBO Credit Facilities are secured only by the equity interests owned

by Tribune. The LBO Credit Facilities also are guaranteed on an unsecured basis by certain of the

Tribune’s direct and indirect subsidiaries, some of which are non-Debtors. Bigelow Aff. ¶¶ 9-11.

5

Through these guarantees, the LBO Lenders sought to structurally subordinate the pre-LBO debt,

including that for which Law Debenture serves as trustee, to bear the risk of the failed LBO.

5. The Debtors incurred the LBO Credit Facilities in 2007 through a leveraged buyout

transaction (the “LBO”): approximately $8.3 billion of loan proceeds went to cash out shareholders

for no consideration while pre-existing creditors were left unpaid. See generally, Motion for Leave

to Conduct Discovery Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure of

Tribune Company, Its Affiliates, and Certain Third Parties, or Alternatively, for the Appointment of

an Examiner Filed by Law Debenture Trust Company of New York at ¶ 13 [Docket No. 2031]. The

Creditors Committee and Law Debenture are investigating claims against the LBO Lenders, and

Law Debenture believes that, at a minimum, the LBO Lenders’ claims are disputed if not likely

subject to litigation in the near future.

The LBO Lenders Require The Debtors’ Subsidiaries To Pay The LBO Lenders

6. Prior to the Petition Date, certain LBO Lenders formed a steering committee (the

"Steering Committee") in connection with Tribune's restructuring and hired several legal and

financial advisors (some for the Steering Committee and some for individual LBO Lenders). At

some point, perhaps on the eve of Tribune’s filing, the LBO Lenders demanded that the Debtors

cause certain non-debtor subsidiaries to pay the LBO Lenders’ professional fees.

7. The Steering Committee has retained four law firms and two financial advisory firms

in connection with these Chapter 11 cases, including, Law Debenture believes, Davis Polk &

Wardwell LLP, Kaye Scholer LLP, Kramer Levin Naftalis & Frankel LLP, Richards, Layton &

Finger, P.A., Potter Anderson & Corroon LLP, the Blackstone Group, and FTI Consulting, Inc.

Certain of these professionals Law Debenture believes have included representation of Steering

Committee members serving in their capacities as members of the Creditors Committee.

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8. The Debtors caused their non-debtor subsidiaries to pay the LBO Lenders’ fees

under the purported threat that the LBO Lenders would exercise remedies. But that appears to be or

should have been an empty threat. Most fiduciaries, having placed the entirety of their organization

into bankruptcy, would not surreptitiously pay millions to disputed unsecured creditors from

valuable subsidiaries rather than protect them through recognized relief from this Court; a

Bankruptcy Code section 105 injunction, extension of the automatic stay, a filing, or other equitable

relief. In fact, when necessary, the Debtors did just that. To facilitate a sale of the Cubs Entities,2

the Debtors filed them.

9. Law Debenture believes that the agreement to make the Unauthorized Fee Payments

may have been part of a plan that would assist in the burying of the estates’ claims against the LBO

Lenders. Indeed, since the filing of these cases, the Debtors have negotiated exclusively with the

LBO Lenders, it appears, to the near exclusion of the Creditors Committee, indenture trustees, and

significant creditors. In this regard, the Debtors’ professional time records include extensive entries

involving preparation of a plan term sheet and related meetings and calls with the LBO Lenders

even thought the Debtors always knew that the LBO Lenders would or should be targets of estate

litigation. See Sidley Austin LLP May Fee Statement [Docket No. 1631] (including billing time for

third-party releases in plan, timing for confirmation of the plan, meetings with the Steering

Committee about the plan and responses to the Steering Committee about the plan). Unlike this

disclosure, neither the LBO Lenders nor the Debtors have disclosed the payments sought and made

to the LBO Lenders and the services “rendered to the estates” for such payments.

2 The “Cubs Entities” are Chicago Cubs Dominican Baseball Operations, LLC, Chicago National League BallClub, LLC, Diana-Quentin, LLC, Tribune Sports Network Holdings, LLC, and Wrigley Field Premium TicketServices, LLC.

7

The Debtors Made No Disclosure To This CourtOr To Creditors (Other Than To The Creditors Committee)

10. The LBO Lenders required the Debtors’ subsidiaries to pay millions of dollars in

restructuring fees to the Steering Committee’s professionals during the course of these Chapter 11

cases. The LBO Lenders and all participants in Chapter 11 processes know that Bankruptcy Courts

pay keen attention to restructuring fees that Debtors pay, directly or indirectly. That is why, as here,

Bankruptcy Courts put into place independent fee examiners to ensure that Debtors do not make

payment of errant, unnecessary fees and expenses.

11. The Debtors informed the Creditors Committee, on which the LBO Lenders sit3 (and

which Law Debenture understands approved the arrangement), and the Office of the United States

Trustee about the payment arrangement, but provided no notice to the creditor body at large. The

LBO Lenders have made no application to this Court on notice for payment, thus none of the fees

have been subject to public scrutiny or even a fee examiner.

No Disclosure Under Bankruptcy Rule 2015.3

12. Pursuant to Bankruptcy Rule 2015.3, the Debtors must file periodic financial reports

for their non-debtor affiliates.

13. On January 12, 2009, the Debtors filed a motion seeking an extension of time to file

the Bankruptcy Rule 2015.3 reports or modification of the reporting requirement (the “2015.3

Motion”) [Docket No. 189]. The Debtors filed various supplements to the 2015.3 Motion [Docket

Nos. 356, 790, 887 and 1975], and the hearing on the 2015.3 Motion was extended several times

pending discussions with the Office of the United States Trustee.

3 One of the LBO Lenders has since resigned but Law Debenture understands that it was on the CreditorsCommittee when the Debtors obtained the Creditors Committee’s approval for the Unauthorized Fee Paymentarrangement.

8

14. On or about July 28, 2009, the Debtors filed their first financial report pursuant to

Bankruptcy Rule 2015.3 (the “Periodic Report”) [Docket No. 1863]. The Periodic Report contained

unaudited balance sheets, income and cash flow statements, and statements of shareholders’ equity

for each “Reporting Entity.”4

15. The Periodic Report includes no reference to the LBO Lenders’ Unauthorized Fee

Payments. Instead, it merely references broader categories of income and expenses for each non-

debtor affiliate. The Periodic Report includes no footnotes or explanations of any intercompany,

related-party transactions, or payments to the Debtors’ creditors, particularly disputed creditors. To

the extent that the Debtors included these payments in the Periodic Report, there is no basis to

determine the amounts of such payments or for what they were made.

16. The Periodic Report includes no information regarding the Cubs Entities or any

subsidiaries in which they held an interest of 50% or less (the “Minority Interest Entities”). The

Debtors allege that they did not include a report for the Minority Interest Entities because “the

Debtors do not believe that they have a ‘substantial or controlling’ interest in the [Minority] Interest

Entities within the meaning of [Bankruptcy] Rule 2015.3.” (Periodic Report at 2 n.2.).

17. Law Debenture believes that the Debtors’ omission of these entities from the

Periodic Report may not have been coincidental. Law Debenture believes that the Cubs Entities

and one or more Minority Interest Entities have been making the Unauthorized Fee Payments. The

failure to include these entities enabled the LBO Lenders to shield the Unauthorized Fee Payments

from public disclosure.

4 The “Reporting Entities” are Fairfax Media, Incorporated, Multimedia Insurance Company, Tribune (FN)Cable Ventures, Inc., Tribune Interactive, Inc., Tribune National Marketing Company, Tribune ND, Inc.,Tribune Receivables, LLC, TMS Entertainment Guides Canada Corp, Tribune Hong Kong Ltd., TribuneMedia Services B.V., Professional Education Publishers International (Africa) Pty Ltd., Tribune EmployeeLease Company LLC, and Tribune Technology LLC.

9

18. The Debtors certainly are capable of making disclosure of payments. In fact, the

Debtors create detailed reports of all other professional fee payments on a monthly basis. Set forth

below is an excerpt from the Debtors’ August 2009 Monthly Operating Report:

10

19. There is no valid reason why the Debtors could not disclose at least the same

information for the Unauthorized Fee Payments.5

Harm To The Estates

20. The Unauthorized Fee Payments harmed the estates. If these payments were not

made, the amounts would have been available to pay claims of other creditors, including

intercompany claims. Moreover, upon information and belief, such payments were adverse to the

interests of the estates because they included services relating to the Steering Committee’s and LBO

Lenders’ defense of claims that likely will be brought by the estates and restructuring services

relating to a plan of reorganization that likely contravene other creditors’ rights and, based upon

research indicated by the Debtors’ primary counsel’s time records, may seek to eliminate estate

claims against the LBO Lenders.

21. Tribune, the Debtors’ parent company, is indebted to Law Debenture’s noteholders

and other non-LBO creditors for over $2.4 billion. Any funds not otherwise used to make the

Unauthorized Fee Payments increase the value of the payors’ parent companies and ultimately

Tribune. Thus, in essence, the LBO Lenders are causing the Debtors’ subsidiaries to deplete assets

otherwise available to the Debtors’, particularly Tribune’s, creditors. The LBO Lenders, as holders

of claims subject to dispute if not complete disallowance, should not be permitted to purloin estate

assets.

5 In the recent case of In re Freedom Communications Holdings, Inc. (09-13046 (BLS)), the creditors committeealleged that one of the agent lenders here struck an undisclosed agreement with the debtors on the eve ofbankruptcy to pay fees relating to consent to use of cash collateral. See Ex. A. Accordingly, it appears thatsurreptitious payments to lenders may be becoming a pattern.

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RELIEF REQUESTED

22. Law Debenture respectfully requests entry of an order, pursuant to sections 105(a)

and 363 of the Bankruptcy Code, compelling and directing: (i) termination of the Unauthorized Fee

Payments; (ii) an accounting of Unauthorized Fee Payments; and (iii) disgorgement of the

Unauthorized Fee Payments.

ARGUMENT

A. The Unauthorized Fee Payments Violate The Bankruptcy Code.

i. The Standards For Approval Of Insider TransactionsOut Of Course Of Business Under Section 363(b).

23. A debtor in possession may only use property of the estate outside the ordinary

course of business after “notice and a hearing.” See 11 U.S.C. § 363(b).

24. The phrase notice and hearing “means such notice as is appropriate in the particular

circumstances.” 11 U.S.C. § 102(1). In addition, procedural due process requires notice and a

meaningful opportunity to be heard. Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306,

313 (1950). Indeed, an “elementary” and “fundamental” requirement of due process in any

proceeding is that parties be provided notice “reasonably calculated” under all of the circumstances

to afford the objecting party an opportunity to present his objections. See Walthall v. United States,

131 F.3d 1289, 1294 (9th Cir. 1997). As the Debtors recently acknowledged, “Bankruptcy Courts

in this District have observed that ‘notice is of paramount importance’ and therefore ‘it is

fundamental that notice should be sent to all parties whose interests may be affected’ by an transfer

of assets.” Motion to Authorize (Motion for Orders Pursuant to 11 U.S.C. Sections 105(a), 363 and

365 (I) Authorizing Tribune Debtors and CNLBC to (A) Enter Into and Perform Obligations Under

Formation Agreement and Ancillary Agreements, (B) Effect Proposed Business Combination

Respecting Cubs-Related Assets, Including Interests in Wrigley Field, Comcast Sports Network and

12

Related Assets Free and Clear of All Liens, Claims, Rights, Interests and Encumbrances, and (C)

Assume and Assign Executory Contracts; (II) Authorizing Debtor Tribune Company to Enter Into

Guarantees of Debt Financing; (III) Authorizing Debtors WGN Continental Broadcast Company

and Tribune Company to Enter Into and Perform Obligations Under Radio and Television

Broadcast Agreements; and (IV) Granting Related Relief) (the “Cubs Bidding Procedures Motion”)

¶ 63. (citation omitted). Nevertheless, neither the LBO Lenders nor the Debtors gave any public

notice of the Unauthorized Fee Payments, which deprived stakeholders of the right to be heard on

this important matter.

25. To determine whether a transaction is out of the ordinary course of the debtor's

business, bankruptcy courts consider whether the transaction is common practice in the debtor's

industry and whether creditors could reasonably expect the debtor to enter into such a transaction.

Teamsters Local Union No. 401 Health & Welfare Fund v. International Brotherhood of Teamsters,

Local 401 (In re Roth Am.), 975 F.2d 949, 952-53 (3d Cir. 1992). Related-party transactions such

as the Unauthorized Fee Payments require heightened scrutiny by a bankruptcy court. See, e.g., In

re Enron Corp., 335 B.R. 22, 28 (S.D.N.Y. 2005); C&J Clark Am., Inc. v. Carl Ruth, Inc. (In re

Wingspread Corp.), 92 B.R. 87, 93 (Bankr. S.D.N.Y. 1988) (finding that section 363(b) transactions

involving insiders are subject to abuse, which requires heightened scrutiny).

26. The Debtors’ unauthorized payment scheme cannot withstand heightened scrutiny.

13

ii. The Unauthorized Fee Payments Violated Section 363(b).

27. The Unauthorized Fee Payments required court approval under section 363(b) of the

Bankruptcy Code. The LBO Lenders demanded property of the Debtors’ estates -- the control of,

and equity interests in, their subsidiaries and the cash otherwise distributable to Debtor entities,

ultimately to Tribune -- to make the Unauthorized Fee Payments. See In re Consolidated Auto

Recyclers, Inc., 123 B.R. 130 (Bankr. D. Me. 1991) (voting shares to change of management, board

and file chapter 11 petition for non-debtor subsidiary were uses of shares owned by debtor requiring

approval under section 363(b) of the Bankruptcy Code).

28. It is, of course, no answer to protest that non-debtors are making the payments, not

Debtors. The LBO Lenders are requiring that the Debtors cause their subsidiaries to make the

payments -- an action outside of the ordinary course for the Debtors.

29. The Unauthorized Fee Payments have a direct and significant impact on the Debtors

and the administration of these cases. The Unauthorized Fee Payments diminished the value of the

Debtors estates: every dollar used to pay the Unauthorized Fee Payments could have and should

have been used to pay the principal amount of all claims ratably, including intercompany claims

across several estates, not the LBO Lenders’ legal fees. Indeed, the underlying obligation for the

Unauthorized Fee Payments arises under the same credit agreement to which the Debtors are a

party. Accordingly, the Unauthorized Fee Payments created contribution claims against Tribune

and other Debtors under the guarantees and applicable state law. The Unauthorized Fee Payments

have been made for the direct benefit of parties serving on the Creditors Committee -- including for

professional fees relating to Creditors Committee service and preparation for the defense of claims

to be brought by the estates against the LBO Lenders – that directly (and negatively) impacts the

administration of these bankruptcy estates.

14

30. Indeed, a major recent decision held that, not only can the estate avoid legal fees paid

to lenders whose claims have been avoided as fraudulent transfers, but the estate also can recover its

legal fees from such lenders. See Official Committee of Unsecured Creditors of Tousa, Inc. v.

Citibank, N.A. (Bankr. S.D. Fla. Oct. 13, 2009) (“TOUSA”). Moreover, in TOUSA, a case against

many of the LBO Lenders here, the Bankruptcy Court approved payment of the disclosed request

initially, and, until avoidance, the TOUSA lenders were secured. Id.

31. Here, the undisclosed, unapproved Unauthorized Fee Payments to unsecured

creditors were not in the ordinary course of the Debtors’ business. Such payments are not part of

the Debtors’ standard industry practice and, to the best of Law Debenture’s knowledge, are

unprecedented in any major Chapter 11 case.

32. As stated, when necessary, the Debtors sought this Court’s approval for a similar

(albeit significantly larger) transaction. Just last month, the Debtors filed a motion seeking relief

from this Court under section 363(b) of the Bankruptcy Code in connection with the sale of the

Cubs Entities. See The Cubs Entities Bidding Procedures Motion [Docket No. 2000]. In the Cubs

Entities Bidding Procedures Motion, the Debtors conceded:

● The Cubs Business is operated through non-Debtor subsidiaries.

● “The Cubs Business is one of the most valuable assets of Tribune and its affiliates.”

● The sale of the Cubs Business was out of the ordinary course of business.

● The sale of the Cubs Business required the Debtors’ consent.

● The sale of the Cubs Business required the Court’s approval.

Cubs Bidding Procedures Motion ¶¶ 1-7. These are similar factual predicates for the Unauthorized

Fee Payments, but, by contrast, the LBO Lenders deliberately chose not to seek approval of the

15

Unauthorized Fee Payments. There is no valid reason why the Debtors and the LBO Lenders did

not follow the same procedure used for the sale of the Cubs Entities.

iii. The Bankruptcy Code Prohibits The Unauthorized Fee Payments.

33. The LBO Lenders had a strong motive to conceal this arrangement. Professional

fees of creditors’ counsel can only be paid pursuant to sections 503(b) and 506(c) of the Bankruptcy

Code after notice and a hearing. As unsecured and undersecured creditors of these estates, the LBO

Lenders have no entitlement to payment under section 506(c) of the Bankruptcy Code. Nor have

the LBO Lenders provided a substantial contribution to these cases; just the opposite: the LBO they

financed caused the harm that led to the filing of the Chapter 11 cases. Law Debenture submits that

the LBO Lenders obtained the Unauthorized Fee Payments for a cost-free stranglehold on these

cases to the detriment of the Debtors’ other creditors.

34. The failure to obtain approval of the Unauthorized Fee Payments voids such

payments as a matter of law. In re Lavigne, 114 F.3d 379, 385 (2d Cir. 1997) (purported

cancellation of policy was void as an extraordinary disposition of property of the estate without

notice or hearing); In re NextWave Personal Communications Inc., 244 B.R. 253 (Bankr. S.D.N.Y.

2000) (unapproved transactions subject to section 363(b) of the Bankruptcy Code are void).

35. Accordingly, Law Debenture respectfully submits that this Court should terminate

the Unauthorized Fee Payments, and, following a full accounting, require disgorgement of all

Unauthorized Fee Payments.

NOTICE

36. Notice of this Motion has been given to: (a) counsel to the Debtors, (b) the Office of

the United States Trustee, (c) counsel to the Creditors Committee, (d) counsel to the LBO Lenders,

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and (d) all parties requesting notice pursuant to Bankruptcy Rule 2002. In light of the nature of the

relief requested herein, Law Debenture submits that no further or other notice is required.

WAIVER OF MEMORANDUM OF LAW

37. Inasmuch as Law Debenture has set forth the reasons and authorities on which it

relies, Law Debenture requests that the Court waive compliance with Local Rule 9013-1(b)

regarding the filing of a separate memorandum of law.

NO PRIOR REQUEST

38. No prior application for the relief requested in this motion has been made to this or

any other Court.

CONCLUSION

For the reasons set forth above, Law Debenture respectfully requests entry of an order,

pursuant to sections 105(a) and 363 of the Bankruptcy Code, compelling and directing: (i)

termination of the Unauthorized Fee Payments, (ii) an accounting of Unauthorized Fee Payments,

and (iii) disgorgement of the Unauthorized Fee Payments; and granting to Law Debenture such

other and further relief as is just and proper.

17

Dated: October 23, 2009 Respectfully submitted,Wilmington, Delaware

By: /s/ Garvan F. McDanielBIFFERATO GENTILOTTI LLCGarvan F. McDaniel (No. 4167)800 N. King Street, Plaza LevelWilmington, Delaware 19801Tel: (302) 429-1900Fax: (302) 429-8600

– and –

David S. RosnerAndrew K. GlennMatthew B. SteinKasowitz, Benson, Torres & Friedman LLP1633 BroadwayNew York, New York 10019Tel: (212) 506-1700

Co-Counsel for Law Debenture Trust Companyof New York

EXHIBIT A

IN THE UNITED STATES BANUPTCY COURTFOR THE DISTRICT OF DELAWAR REDACTED

In re: Chapter i i

FREEDOM COMMUCATIONS HOLDINGS,1INC., et aI.,

Case No. 09-13046 (BLS)

(Jointly Administered)Debtors.

Related Docket No. 39

Requested Hearing Date: October 14,200910:00 a.m.

MOTION OF THE OFFICIA COMMITTEE OF UNSECURED CREDITORS FORRECONSIDERATION OF INTERI ORDER (I AUTHORIZING

USE OF PREPETITION LENDERS' CASH COLLATERA, (II) GRATING.ADEQUATE PROTECTION. AND aID SCHEDULING FINAL HEARNG

The Official Commttee of Unsecured Creditors (the "Committee") of Freedom

Coniunications Holdings, Inc. ("Freedom Holdings" or the "Companv") and its affliated

chapter 1 i debtors (collectively, the "Debtors"), by and through its undersigned counsel,

respectfully submits this motion (the "Motion") pursuant to.Rule 9024 of the Federal Rules of

i The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identifications numbers, are:

Freedom Communications Holdings, Inc (2814); Freedom Communications, Inc. (0750); Freedom Broadcasting, Inc. (0025);Freedom Broadcasting of Florida, Inc. (6581); Freedom Broadcasting of Florida Licensee, LLC (I 198); Freedom Broadcastig ofMichigan, Inc. (6110); Freedom Broadcatig of Michigan Licensee, LLC (1122); Freedom Broadcasting of New York, Inc.(6522); Freedom Broadcating of New York Licensee, LLC (9356); Freedom Broadcastig of Oregon, Inc. (7291); FreedomBroadcasting of Oregon Licensee, LLC (9295); Freedom Br?adcasting of South em New England, Inc. (7274); FreedomBroadcasting of Southern New England Licensee, LLC (1177); Freedom Broadcasting of Texas, Inc. (2093); FreedomBroadcasting of Texas Licensee, LLC (I 147); Freedom Broadcasting of Tennessee, Inc. (7961); Freedom Broadcasting ofTennessee Licensee, LLC (9430); Freedom Magaznes, Inc. (0328); Freedom Metro Information, Inc. (1604); FreedomNewspapers, Inc. (3240); Orage County Register Communications, Inc. (7980); OCR Community Publications, Inc. (9752);

OCR Informtion Marketing, Inc. (7983); Appeal-Democrat, Inc. (4121); Florida Freedom Newspapers, Inc. (4227); FreedomArna Informtion, Inc. (5796); Freeom Colorado Informtion, Inc. (7806); Freedom Eastern North Carolina

Communicaons, Inc. (5563); Freeom Newspapers ofIlinbis, Inc. (2222); Freedom Newspapers of Southwestern Arona, Inc.(5797); Freedom Shelby Star, Inc. (8425); Ilinois Freedom Newspapers, Inc. (8308); Missour Freedom Newspapers, Inc.(8310); Odessa American (7714); The Times-News Publishing Company (0230); Victor Valley Publishing Company (6082);Daily Press (3610); Freedom Newspaper Acquisitions, Inc. (4322); The Clovis News-Journal (5820); Freedom Newspapers ofNew Mexico, LLC (5360); Gaston Gatte LLP (4885); Lima News (6918); Portervile Recorder Company (7735); SeymourTribune Company (7550); Victorvile Publishing Company (7617); Freeom Newspapers (7766); The Creative Spot, LLC

(2420); Freedom Interactive Newspapers, Inc. (9343); Freedom Interactive Newspapers of Texas, Inc. (8187); Freedom Services,Inc. (3125). The address for Freedom Communications Holdings, Inc. and certain other Debtors is 17666 Fitch, Irvine,California 92614.

29264..OI \DOCS_NY: 19009.3

Banptcy Procedure (the "Bankptcy Rules"), which incorporates Rule 60(b) of the Federal

Rules of Civil Procedure (the "Federal Rules"), for reconsideration of the Interim Order (I)

Authorizing Use of Pre petition Lenders' Cash Collateral, (II) Granting Adequate Protection,

and (III) Scheduling Final Hearing, (Docket No. 39) (the "Interi Cash Collateral Order"). This

pleading is also submitted in fuer support ofthe Committee's objection (the "Objection") to

the entr of the final cash collateral order requested by the Cash Collateral Motion. In support of

this Motion and the Objection, the Committee respectfully states as follows:

PRELIMIARY STATEMENT

1. It is not unusual for a secured creditor who extends DIP financing to its

borrower post-petition to receive commitment and other fees in connection with the financing. It

is out of the ordinar, however, and perhaps unprecedented for a secured creditor who consents

to the use of its cash collateral to receive any fees for giving such consent. Secured creditors

often receiye adequate protection payments, sometimes in an" amount equal to accruing interest

on the debt, and on rare occasions even receive payment of pre-petition interest if they are

oversecured, but we are not aware of any case in which the Cour approved the payment of fees

to a secured creditor in the natue of a commitent fee as par of a consensual use of cash

collateral, especially an undersecured creditor.

2. The payment of any material fees to a secured creditor in connection with

DIP financing or use of cash collateral must be disclosed to the Cour in the approval motion.

Banptcy Rule 4001 (b) and( c) require that a motion for approval of proposed cash collateral

use or DIP fiancing, respectively, must disclose all ofthe "material provisions" and "material

terms" of such cash collateral use or DIP finacing. Similarly, Delaware Local Rule 4001-

2(a)(ii) requires that the motion provide a sunar of "of the essential terms ofthe proposed use

29264..OI \DOCS_NY: 19009.3 2

REDACTEDof cash collateral and/or financing (e.g., the maximum borrowing available on a final basis, the

interim borrowing limit, borrowing conditions, interest rate, maturity, events of default, use of

fuds limitations and protections afforded una.er 11 U.S.C. §§ 363 and 364)."

3. The Committee respectfully submits that these Rules were violated in

these cases, as the evidence at the hearing wil show that substantial fees were paid to J.P.

Morgan Chase Ban, N.A. ("JP Morgan"), the agent ban for the Prepetition Lende~ syndicate,

but were not disclosed to the Cour. Indeed, the evidence uncovered by the Committee in pre-

tral discovery conducted in connection with contestig the Cash Collateral Motion on a final

basis revealed that in the week before the banptcy filing, the Debtors and JP Morgan entered

into undisclosed agreements requig the Debtors to pay JP Morgan imediately prepetition a

total ol- in fees, consistig of (1)_ denominated as a "work fee," and (2)"

-i denominated as an "arrangement fee. '.'

4. These fees were in fact paid by the Debtors to JP Morgan, as theA

_ ~. "work fee" was paid on August 28, 2009, and the.- "arangement fee" was paid.

on the Petition Date itself But at no time w~re these material payments disclosed to the Cour,

their nondisclosure in advance of the hearng on interim approval of the cash collateral

arangement.

29264..OI \DCS_NY: 19009.3 3

REDACTED5. The Committee respectflly submits that under the circumstances of these

cases, the Bankptcy Rules and Local Rules as well as candor with the Cour required the

Debtors and JP Morgan to disclose the r so-called "work fee" paid to JP Morgan on

August 28, 2009 and the~ so-called "arangement fee" paid to JP Morgan on the

Petition Date itself, presumably in the hours before the petition was fied.3 As shown below,

these facts and circumstances establish grounds for reconsideration of this Court's Interim Cash

Collateral Order entered on September 2,2009 under Rule 60(b)(2), (3) and (6), made applicable

to this matter pursuat to Banptcy Rule 9024, on grounds of newly-discovered evidence,

fraud, misrepresentation or the misconduct of an adverse pary and other reasons justifying relief,

including the violation of the Banptcy Rules and Local Rules.

6. Based on the Debtors' failure to disclose all material terms of the use of

cash collateral, specifically the payment o~ in fees to JP Morgan, and JP Morgan's

complicity and encouragement in this material non-disclosure, by ths Motion, the Committee

hereby requests reconsideration and vacatur of the Interim Cash Collateral Order, including the

revocation of the "good faith" finding made in that Order, pursuant to section 363(m), the

disgorgement of all pre-petition interest, post-petition interest and fees paid to JP Morgan, as

well as the nullification nunc pro tunc of any adequate protection liens granted under such Order.

The Committee respectflly submits that no less a sanction is waranted to address the Debtors'

3 As wil be shown at the hearing, these self-serving labels do not mask the fact that these fees were essential and

material terms ofthé cash collateral usage, which is expressly authorized by the Plan Support Agreement. ~- ~ . II . ,. .. . . . - ._ l~ .. - . - .- - - - i.

.'''.J ... _....'" U) ~~ _

__'__:~ n ~'.'these payments.

_ ~ ~ . -_..- - - " .. -_._- -0- J. Yet remarkably neither the Debtors nor JP Morgan thought it appropriate to disclose

29264-001 \DOCS_NY: 19009.3 4

REDACTED

and JP Morgan's deliberate lack of candor with the Court and paries in interest with regard to

these undisclosed fee payments.

JURISDICTION

7. This Cour has jurisdiction over ths matter pursuant to 28 U.S.C. § 1334.

This is a core proceeding within the meaning of28 U.S.C. § 157(b). Venue is proper in this

district pursuant to 28 U.S.C. §§ 1408 and 1409.

FACTUAL BACKGROUND

A. General Background

8. On September 1, 2009 (the "Petition Date"), the Debtors fied voluntar

petitions in ths Cour for relief under chapter 11 of the Banptcy Code in the United States

Banptcy Cour for the Distrct of Delaware.

9. Also on the Petition Date, the Debtors fied their Motion (I) Authorizing

Use of Pre petiton Lenders' Cash Collateral, (II) Granting Adequate Protection, and (III)

Scheduling Final Hearing (Docket No. 14) (the "Cash Collateral Motion") and the Declaration

of Mark M McEachen, Senior Vice President and Chief Financial Offcer of Freedom

Communications Holdings, Inc., in Support of Chapter 11 Petitions and First Day Pleadings

(Docket No.2) ("McEachen Declaration"). Neither the Cash Collateral Motion nor the

McEachen Declaration disclose the . in payments on August 28, 2009 and the Petition

Date, which are the subject of this Motion.

10. On September 2, 2009, the Court entered the Interim Cash Collateral

Order. Among other things, that order authorized the Debtors to make payments to JP Morgan

of accrued pre-petition interest and post-petition interest, as well as its professional fees. The

Interim Cash Collateral Order contained a finding in paragraph 6( c) that JP Morgan and the

Prepetition Lenders acted in "good faith" and a determination in paragraph 17 ( c) that JP Morgan

29264-001 \DOCS_NY: 19009.3 5

REDACTEDand the Prepetition Lenders "shall be entitled to all the rights, remedies, privileges and benefits

granted in section 363(m) of the Bankptcy Code and this Order with respect to all uses of Cash

Collateral and Adequate Protection Obligations.,,4

B. The Pre-Petition Fee Payments Made to JP Morl!an

11. The Cash Collateral Motion states that Debtors' primar financial

obligations are under the Credit Agreement dated as of May 18,2004, among Freedom Holdings,

Freedom Communications as borrower, JP Morgan, as administrative agent, and the Prepetition

Lenders, and that as of the Petition Date, the indebtedness owing under the Credit Agreement

was approximately $770.6 milion. The Debtors are on record in prior pleadings as contending

that JP Morgan is undersecured.

12. As wil be shown at the hearing on the Cash Collateral Motion and this

Motion, on April 29, 2009, the Debtors, JP Morgan and the Prepetition Lenders amended the

Credit Agreement by entering into the Amendment No.4, Waiver and Agreement (the "April 29

Amendment"). Under the April 29 Amendment, in exchange for fees, an interest rate increase,

accelerated amortization payments, revolver repayment and permanent reduction, and entr into

control agreements with respect to certain of the Debtors' accounts, JP Morgan and the

Prepetition Lenders granted the Debtors a temporar waiver of the defaults though December

31, 2009, uness earlier terminated. In connection with the April 29 Amendment, JP Morgan

requested and was paid

13. Thereafter, in the months leading to the Petition Date, the Debtors,

JP Morgan and a majority of the Prepetition Lender negotiated the Plan Support Agreement, the

4 Upon learing that the fee payments had been made, by email dated October 9,2009, the Committee advised JP

Morgan and the Debtors of its intention to file a motion for reconsideration ofthe Interim Cash Collateral Order, anddemanded that the Debtors make no fuer payments of principal, interest or fees to JP Morgan under the InterimCash Collateral Order pending the adjudication of this Motion.

29264..OI \DS_NY: 19009.3 6

REDACTEDPlan Term Sheet, and the proposed consensual cash collateral agreement annexed to the Plan

Support Agreement as exhibits.

14. In or about mid-August of2009, as the Debtors were preparng their

banptcy filings, JP Morgan requested the payment o~in additional fees,

denominated as a -i "work fee" and "arangement fee."

15.

---

~- i-

16. ~ ---- I

. . ~~

.. -- "";~,,;i _

17.-l - ~ L -

29264-001 \DOCS_NY: 19009.3 7

REDACTED---- ---.. -- -----.----...---

___ ~i i.i~~lI _J .A

(as required by Banptcy Rule 4001 (b) and Delaware Local Rule 4001-2(a)(ii)).s It is beyond. ~question, given the timing of the payments and the surrounding circumstances, that JP Morgan

required the payment of these fees to proceed with the case and the Plan Support Agreement,

including the consensual cash collateral use as provided for in the Plan Support Agreement

"aranged" by JP Morgan. Accordingly, their disclosure was mandated under the Banptcy

Rules and Local Rules.

5 Undoubtedly, " .J in payments wil have to be disclosed in the Debtors' Statement of

Financial Affairs,which requirs disclosure of all payments made within 90 days of the Petition Date, .-

.. - - . . ,....-_._-------. --:~~~::.:~:""=--==:~:.~ -- .---!I ~

.

,~ -i" : . .. ¡:-_.~ to" T' Because

of themateriality of the payments, the Debtors could not wait until they file their schedulesand statements (which are on extension until the end of October) because to do so would conceal the existence of the

L - the payments until after final approval of the Cash Collateral Motion. Viewed in ths light, theDebtors' motion for extension of time to file their schedules and statements taes on a more troubling appearancethan a mere ministerial niotion. .

29264..O I\DOCS _NY: 19009.3 8

REDACTED19. As contemplated by th_ .. on August 28, 2009, the

Debtors paid JP Morgan thr - "work fee" and on the Petition Date, September 1,2009,

the Debtors paid JP Morgan tht- "arangement fee." As indicated above, these fee

payments were not disclosed in the Cash Collateral Motion or the McEachen Declaration.

Furt~er, a review of the transcript of the first day hearings conducted by Judge Carey on

September 2, 2009 reflects that the fee payments were not disclosed to the Cour at the hearng.

Nor does it appear that the Debtors advised the Office of the Unites Trustee of these payments in

advance of the September 2,2009 hearng on the Interim Cash Collateral Order.

REQUESTED RELIEF

20. Pursuant to Rule 60(b) of the Federal Rules, made applicable to this

proceeding by Banptcy Rule 9024, the Committee respectfly requests that the Cour (1)

reconsider and vacate the Interim Cash Collateral Order, (2) order the disgorgement of any pre-

petition interest, post-petition interest, professional fees or other payments made to JP Morgan

pursuant to the Cash Collateral Motion, (3) nullfy nunc pro tunct all adequate protection liens

granted to JP Morgan and the Prepetition Lenders. Separately, for the reasons set fort in the

Objection and ths Motion, the Committee respectfuly requests that the Cour decline to enter

the proposed Final Cash Collateral Order and otherwse deny the relief requested in the Cash

Collateråi Motion.

21. This Motion is being made on an expedited basis (as set forth in a motion

to shorten time fied concurrentlr herewith) based on the following: (1) the Debtors failed toòl

provide th~ Committee and other pares-in-interest with material information as required by

Bankptcy Rule 4001 (b)(1)(B) and Local Rule 4001-2(a)(ii); (2) the Committee and other

paries-in-interest did not have any opportty to object to the Debtors' Cash Collateral Motion

29264-00 I\DOCS_NY: 19009.3 9

with the benefit of having this information; and (3) a hearng on an expedited basis would allow

this Motion to be heard simultaneously with the upcoming hearng on approval of the Cash

Collateral Motion on a final basis scheduled for October 14,2009.

BASIS FOR RELIEF

A. Reconsideration and Vacatur of the Interim Cash Collateral Order is Appropriate

22. It is well established that banptcy cours, as cours of equity, have the

discretion to reconsider, vacate, or modify their prior orders. Banptcy Rule 9024, which

incorporates Federal Rile 60(b), authorizes banptcy courts to vacate or modify prior orders

based on several grounds. Rule 60(b) provides, in pertinent par:

On motion and upon such terms as are just, the cour may relieve a paryor a pary's legal representative from a final judgment, order, orproceeding for the following reasons:

(1) mistae, inadvertence, surprise, or excusable neglect;

(2) newly discovered evidence which by due dilgence could not have beendiscovered in time to move for a new trial under Rule 59(b);

(3)fraud (whether heretofore denominated intrinsic or extrinsic),misrepresentation, or other misconduct of an adverse party;(4) the judgment is void;(5) the judgment has been satisfied, released, or discharged, or a priorjudgment upon which it is based has been revered or other vacated, or it isno longer equitable that the judgment should have prospective application;or(6) any other reason

justifying relief from the operation of the judgment.

(emphasis supplied). The Third Circuit has emphasized that: "(t)t is well settled that a

banptcy court has the power to vacate or modify its orders, as long as it is equitable to do so."

In re Marcus Hook Development Park, Inc., 943 F.2d 261,265 (3d Cir. 1991) (citations omitted).

23. Relief under Federal Rule 60(b) requires a showing of exceptional

circumstaces and where, "absent such relief, an 'extreme' and 'unexpected hardship' wil

29264-001 \DOCS_NY: 19009.3 10

REDACTEDresult." Mayberry v. Maroney, 558 F.2d 1159, 1163 (3d Cir. 1977) (citations omitted).

"However, Banptcy Cours may exercise more liberally its power to vacate orders granted

under Rule 60(b)(6) ifit is necessary to 'accomplish justice' or to deal with 'unoreseen

contingencies.'" In re Durkalec, 21 B.R. 618,620 (Ban. E. D. Pa. 1982). Here, vacatur ofthe

Interim Cash Collateral Order pursuant to Banuptcy Rule 9024 and Federal Rule 60(b),

including disgorgement and nullfication of the adequate protection liens granted to JP Morgan

and the Prepetition Lenders, is necessary and appropriate to address the Debtors' and JP

Morgan's violation of the Banptcy Rules and the Local Rules and their ongoing effort to

conceal material payments made just before and on the Petition Date.

24. Banptcy Rule 9024 "may be liberally constred to do substantial

justice to allow parties to air meritorious claims in the absence of fault or prejudice." In re

Kirwan, 164 F.3d 1175, 1177 (8th Cir. 1999).

25. On this Motion, the Committee has invoked the provisions of Federal Rule

60(b )(2), on the ground that is"newly discovered evidence," as well as the provisions of Rule 60(b )(3), based on fraud,

misrepresentation, or misconduct by an opposing par, and Rule 60(b)(6), which authorizes

relief from orders based on "any other reason justifying relief from the operation of the

judgment."

26. To obtain relief under Rule 60(b)(2), the movant must demonstrate the

existence of newly-discovered evidence that would have been relevant to the Court in

considering whether or not to enter the order in question. "A pary is entitled to new trial only if

such evidence is (1) material and not merely cumulative, (2) could not have been discovered

prior to tral though the exercise of reasonable dilgence, and (3) would probably have changed

29264-01 \DOCS_NY: 19009.3 11

REDACTEDthe outcome of the triaL." Bohus v. Beloff 950 F.2d 919, 930 (3d Cir. 1991) (citing Stridiron v.

Stridiron, 698 F.2d 204,208 (3d Cir. 1983)). Clearly, the fact of the paymen~infees to JP Morgan is a material fact first discovered by the Committee after entr of the Interim

Cash Collateral Order. The Committee respectfully submits that these covert payments were

sufficiently large that if they were disclosed to the Court and the Office of the United States

Trustee, their views of the propriety of the relief sought by the Cash Collateral Motion for the

benefit of JP Morgan and the Prepetition Lenders may well have been affected.

27. To obtain relief under Rule 60(b)(3) based on fraud or misrepresentation,

the movant must demonstrate such misconduct by clear and convincing evidence, Brown v.

Pennsylvania R.R. Co., 282 F.2d 522 (3d Cir. 1960), as the Committee will do at the hearing on

this Motion. Second, the movant "must establish that the adverse pary engaged in fraud or other

misconduct, and that this conduct prevented the moving par from fully and fairly presenting his

case." Stridiron v. Stridiron, 698 F.2d at 207. Courts have sustained Rule 60(b)(3) motions on

grounds of misconduct in cases where the pary's actions did not necessarily rise to the level of

fraud and where the par' s..actions were related to filing a motion or obtaning an order. See

e.g., Anderson v. Cryovac, Inc., 862 F.2d 910 (lst Cir. 1988) ("Failure to disclose or produce

materials requested in discovery can constitute "misconduct" withn the puriew of (Rule

60(b)(3))") (citing Rozier v. Ford Motor Co., 573 F.2d 1332, 1339 (5th Cir. 1978)); Lonsdorfv.

Seefeldt, 47 F.3d 893, 897 (7th Cir. 1995) ("Rule 60(b)(3) applies to both intentional and

untentional misrepresentations"); In re Wayne Manor, Inc., 117 B.R. 12, 14 (D. Mass. 1990)

(finding misconduct under Rule 60(b)(3) where plaintiff was guilty of "somethng approaching

deceit" in concealing its knowledge, that it had well before its motion was filed, that the amount

it was claiming was incorrect); In re Duro Industries, Inc., 293 B.R. 271,280 (B.A.P. 1st Cir.

29264..0I \DOCS_NY: i 9009.3 12

2003 ) (vacating order under Rule 60(b )(3) where financing order was obtained under "if not false

pretenses, at least a misunderstanding as to the scope of the . . . marketing efforts to which (the

paries) had in effect committed themselves").

28. Finally, Rule 60(b)(6) provides that reliefmay be granted for "any other

reason justifying relief from the operation of the judgment." Fed. R. Civ. P. 60(b)(6). Rule

60(b)( 6) does not paricularze the factors that justify relief, but the Supreme Cour has noted that

it provides courts with authority "adequate to enable them to vacate judgments whenever such

action is appropriate to accomplish justice." Liljeberg v. Health Services Acquisition Corp., 486

U.S. 847,864, 108 S. Ct. 2194, 2204 (1988) (quoting Klapprott v. U.S., 335 U.S. 601, 614-15,

69 S. Ct. 384,390 (1949)). As an independent ground for reconsideration under Federal Rule

60(b)( 6), the Committee asks that the Court reconsider the Interi Cash Collateral Order to

address the Debtors' and JP Morgan's violation of Banptcy Ru1e 400 1 (a) and Delaware Local

Rule 4001-2(a)(ii) based on the failure to disclose all of the material terms of the consensual cash

collateral arrangement. Given the great importance of the matters in these chapter 11 cases that

are to be dictated by the terms and conditions of a cash collateral arangement, Banptcy Rule

4001(b)(I)(B) and Local Ru1e 4001-2(a)(ii) mandate that paries in interest are entitled to full

disclosure of all material terms, cash payments, or other adequate protection that was or Will be

provided to each entity with an interest in the cash collateraL.

29. Procedural rules such as Banptcy Ru1e 4001(b)(1)(B) and Local Rule

4001-2(a)(ii) are promulgated to protect the substantive rights of the paries. Compliance with

these procedural requirements are importt because they serve to protect the substative rights

of the paries. See In re Chanticleer Associates, 592 F.2d 70 (2d Cir. 1979). Here, paries in

interest and the Cour were entitled to a full and fair opportity to review the actual and

29264..OL \DOCS ßY: 19009.3 13

REDACTEDmaterial terms behind the cash collateral arangement, as well as all the other surounding facts

and circumstances, to ascertin whether the relief sought is in fact waranted, and otherwise to

ensure that the Debtors fulfill their fiduciary duty to maximize the value of the esttes for the

benefit of all unsecured creditors. See In re Ames Dept. Stores, Inc., 115 B.R. 34,38-39 (Ban.

S.D.N. Y. 1990). Paries in interest and the Court were denied ths opportty here, as the

Debtors failed to disclose any payments made to JP Morgan on the eve of the banptcy filing.

The entry of the Interim Cash Collateral Order without such disclosure in compliance with

Banptcy R~le 4001 (b)(1)(B) and Local Rule 4001-2(a)(ii) mandates the vacatur of the Interim

Cash Collateral Order.

30. For the foregoing reasons, the Committee respectfully submits that it has

established grounds for reconsideration of the Interim Cash Collateral Order.

B. The Lenders Are Not Entitled to a "Good Faith" Finding:

3 1. The Committee submits that JP Morgan and the Prepetition Lenders are

not entitled to the protections of section 363(m), the finding in the Interim Cash Collateral Order

notwithstanding, because~, material facts were not disclosed to the

Cour or paries in interest. The absence of "good faith" on JP Morgan's par is manfest. JP

Morgan extracted. lL in fees on the eve of the banptcy fiings and.. . "J.e

L" ' '-.. ,.

¿ *"

1._- i "

--¿_-

. - ... , .,

./_ L' ./., . ..

A

. -t grave doubt on JP

Morgan's bonafides, and is sufficient to negate any finding that it acted in good faith and is

entitled to the protections of section 363(m) on this Motion.

CONCLUSION

The Debtors have granted the Lenders wide ranging and unsupported relief in exchange

. for the interim use of cash collateraL. Had the Debtors made all relevant disclosures in

29264..0 1 \DOCS_NY: 19009.3 14

REDACTEDconnection with their Cash Collateral Motion, it is quite conceivable that the US. Trustee and the

Cour would have considered th~ in payments in considering the requested relief, and

may have reached different conclusions. Accordingly, the Committee respectflly requests that

the Coui (i) reconsider the Interim Cash Collateral Order, (ii) vacate the Order, (ii) order the

29264"( 1 \DOCS_NY: i 9009.3 15

disgorgement of all payments to JP Morgan and the Prepetition Lenders made pursuant to the

Interim Cash Collateral Order, (iv) nullfy all adequate protection liens granted thereunder, (v)

deny the Cash Collateral Motion on a final basis, and (vi) grant such other and fuher relief as

the Cour deems just and proper.

Dated: October 12, 2009 PACHULSKI STANG ZIEHL & JONES LLP~~Robert J. Feinstein (NY Bar No. RF-2836)Bruce Grohsgal (DE Bar No. 3583)Alan J. Korneld (CA Bar No. 130063)Beth E. Levine (NY Bar No. BL-6715)919 N. Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899-8705 (Courier 19801)Telephone: (302) 652-4100Facsimile: (302) 652-4400Email: rfeinstein(Bpszjlaw.com

bgrohsgal(Bpszjlaw.comakomfeld(Bpszj law. comblevine(Bpszjlaw.com

(Proposed) Counsel to the Committee of Unsecured

Creditors for Freedom Communications Holdings,Inc. et al.

29264..01\DOCS _NY: 19009.3 16

IN THE UNITED STATES BANUPTCY COURTFOR THE DISTRICT OF DELAWAR

In re: Chapter 11

Case No. 09-13046 (BLS)

(Jointly Administered)

FREEDOM COMMCATIONS HOLDINGS,INe., et aI.,

Debtors.

CERTIFICATE OF SERVICE

I, Bruce Grohsgal, hereby certify that on this 12th day of October, 2009, I caused a

true and correct copy of the following documents to be served upon the paries on the attached

service list in the manner indicated thereon:

Motion Of The Offcial Committee Of Unsecured Creditors For ReconsiderationOf Interim Order (I) Authorizing Use Of Pre petition Lenders' Cash Collateral,(II) Granting Adequate Protection, And (III) Scheduling Final Hearing

"P~Bruce Grohsgal (Bar No. 3583)

29264-001 \DOCS_DE: 153723.5

Freedom Communcations Holdings, Inc.2002 Service ListCase No. 09-13046 (BLS)Document No. 152965

07 - Hand Delivery04 - Express Mail27 - Overnght Delivery

Hand Delivery(Counsel to Debtors)Michael R. Nestor, EsquireKara Hamond Coyle, EsquirePilar G. Kraman, EsquireYoung Conaway Stargatt & Taylor LLP1000 West St., 17th FloorBrandywine BuildingWilmington, DE 19801

(Counsel to Creditor Committee)Laura Davis Jones, EsquireBruce Grohsgal, EsquireKathleen P. Makowski, EsquirePachulski Stang Ziehl & Jones LLP919 North Market Street, 1 ih FloorWilmington, Delaware 19801

Hand Delivery(Counsel for Communication Workers ofAmerica (CWA))Susan E Kaufian, Esquire

Cooch & Taylor, P.A.1000 West Street, 10th FloorWilmington, DE 19801

Interoffice Pouch to New York(Counsel to Creditor Committee)Robert Feinstein, EsquireDavid A. Abadir, EsquirePachulski Stang Ziehl & Jones LLP780 Third Avenue, 36th FloorNew York, NY 10017-2006

Hand Delivery(Counsel for JPMorgan Chase Bank, N.A.)Richard W. Riley, EsquireDuane Morrs LLP1100 North Market Street, Suite 1200Wilmington, DE 19801

Hand DeliveryDavid Buchbinder, EsquireOffce ofthe United States Trustee844 King Street, Suite 2313Lock Box 35

Wilmington, DE 19801

Hand Delivery(Counsel for Gonzalez Plaintiffs)Jeffrey M. Schlerf, EsquireSeth A. Niederman, EsquireFox Rothschild LLP919 North Market Street, Suite 1600Wilmington, DE 19801

Hand Delivery(United States Attorney)Ellen W. Slights, EsquireUnited States Attorney's OfficeDistrict of Delaware1007 N. Orange Street, Suite 700Wilmington, DE 19801

Hand Delivery(Counsel for Central In Corporation)Carl N. Kunz, III, EsquireMorrs James LLP500 Delaware Avenue, Suite 1500PO Box 2306Wilmington, DE 19899

Express MailSecretary of StateDivision of CorporationsFranchise TaxP.O. Box 7040Dover, DE 19903

Overnight DeliveryAtt: Insolvency

Internal Revenue Service1352 Marows Road, 2nd FloorNewark, DE 19711-5445

Express MailSecretary of TreasuryP.O. Box 7040Dover, DE 19903

Overnight DeliveryMark Schonfeld, EsquireRegional DirectorSecurties & Exchange CommissionNew York Regional Office3 World Financial Center, Suite 400New York, NY 10281-1022Express Mail

Internal Revenue ServiceP.O. Box 21126Philadelphia, P A 19114-0326

Overnight DeliveryMichael A. Berman, EsquireSecurities & Exchange CommissionOffice of General Counsel-Banptcy100 F Street, N.E.Washington, DC 20549

Express Mail(Clear Channel Outdoor)Rosie MeeksCorporate Bankptcy SpecialistClear Channel OutdoorPO Box 591790

San Antonio, TX 78259

Overnight Delivery(Counsel for Pension Benefit GuarantyCorporation)Kelly R. Cusick, EsquireOffice of the Chief CounselPension Benefit Guaranty Corporation1200 K Street, N.W.Washington, D.C. 20005

Express Mail(Tennessee Attorney General's Offce)Laura 1. McCloud, EsquireAssistant AGOffce of the AG, Bankptcy Div.PO Box 20207Nashville, TN 37202-2504

Overnight Delivery(Counsel for the Secured Lender, JPMorganChase Bank, N.A.)Robert H. Trust, EsquireAndrew R. Bonnes, EsquireCravath, Swaine & Moore LLP825 Eighth AvenueNew York, NY 10019-7475

Overnight Delivery(United States Attorney General)Eric H. Holder, Jr., EsquireOffice ofthe Attorney GeneralU.S. Deparment of Justice950 Pennsylvania Avenue, N.W.Washington, DC 20530-0001 Overnight Delivery

(Counsel for Debtors)Robert Klyman, EsquireMichael Riela, EsquireLatham & Watkins LLP355 South Grand AvenueLos Angeles CA 90071-1560

Overnight DeliverySecretary of Treasury15th & Pennsylvania Avenue, N.W.Washington, DC 20220

Overnight Delivery(Counsel for Ector CAD)David G. Aelvoet, EsquireLinebarger Goggan Blair & Sampson LLP711 Navaro, Suite 300San Antonio, TX 78205

Overnight Delivery(Counsel for Charleston Central CenterLLC)Wiliam Novotny, EsquireMariscal, Weeks, McIntyre & Friedlander,P.A.2901 North Central Avenue, Suite 200Phoenix, AZ 85012-2705

Overnight Delivery(Counsel for Cameron, S. TX lSD,Harlingen CISD, McAllen lSD, CITYMcAllen, CITY Harlingen, S TX)Diane W. Sanders, EsquireLinebarger Goggan Blair & Sampson, LLPThe Terrace II2700 Via Fortna Dr, Ste 400P.O. Box 17428Austin, TX 78760-7428

Overnight Delivery(Counsel For Communication Workers ofAmerica (CW A))

Joseph 1. Vitale, EsquireCohen, Weiss and Simon LLP330 West 42nd Street, 25th FloorNew York, NY 10036-6976

Overnight Delivery(Counsel for Telerep, L.L.C.)Gabrielle A. Rohwer, EsquireKelley Drye & Warren LLP101 Park AvenueNew York, NY 10178

Overnight Delivery(Counsel for Impression Ins West)S. Aaron Holland, Jr., EsquireBroude, Smith & Jennings, P.C.309 West ih Street, Suite 1100Fort Worth, TX 76102

Overnight Delivery(Counsel for The Associated Press)Timothy W. Walsh, EsquireCamish 1. Simmons, EsquireDLA Piper LLP (US)1251 Avenue of the AmericasNew York, NY 10020-1104

Overnight Delivery(tw telecom inc.)Linda Boyletw telecom inc.10475 Park Meadows Drive, #400Littleton, CO 80124

Overnight Delivery(Counsel for Abitibi Consolidated SalesCorporation and Bowter America, Inc.)Scott A. Golden, EsquireDena C. Kaufìan, EsquireHogan & Hartson LLP875 Third AvenueNew York, NY 10022

Overnight Delivery(Counsel for Marcopa County)Barbara Lee Caldwell, EsquireAiken Schenk Hawkins & Ricciardi P.C.4742 North 24th Street, Suite 100Phoenix, AZ 85016-4859

Overnight Delivery(Counsel for Gonzalez Plaintiffs)Craig H. A verch, EsquireRoberto J. Kampfier, EsquireWhte & Case LLP633 West Fifth Street, Suite 1900Los Angeles, CA 90071

Overnight Delivery(Counsel for Central In Corporation)Willam J. Connelly, EsquireHinshaw & Culbertson222 North LaSalle Street, Suite 30Chicago, IL 60601

Overnight Delivery(Counsel for UCTS, Dept of Labor andIndustr, Commonwealth ofP A)

Joseph W. Kots, EsquireUC Tax Agen/anptcy Rep.Commonwealth of P ADept. of Labor & IndustryReading Banptcy & Compliance Unit625 Cherry Street - Room 203Reading, P A 19602-1184

Overnight Delivery(Counsel for Missour Deparent ofRevenue)Sheryl 1. Moreau, EsquireSpecial Assistant Attorney GeneralGeneral Counsel's Offce301 W. High Street, Room 670Jefferson City, MO 65105-0475

Overnight Delivery(Counsel for PBGC)Joel W. Ruderman, EsquireMarc S. Pfeuffer, EsquirePension Benefit Guaranty CorporatioinOffce of the Chief Counsel1200 K Street, N.W.Washington, DC 20005-4026

Overnight Delivery(Counsel for Hidalgo County/HidalgoCounty Drainage District #1)John T. Ban, EsquirePerdue, Brandon, Fielder, Collns & Mott,L.L.P.3301 Northland Drive, Suite 505Austin, TX 78731

Overnight Delivery(Counsel for Aon Consulting)Brian W. Bisignani, EsquirePost & Schell, P.C.17 North 2nd Street, 1ih Floor

Harsburg, PAl 7 10 1-160 1

Overnight Delivery(Counsel for Californa Self-Insurers'Securty Fund)

Daniel R. Sovocool, EsquireLouis J. Cisz, III, EsquirePeter W. Hoefs, EsquireNixon Peabody LLPOne Embarcadero Center, 18th FloorSan Francisco, CA 94111-3600

1

CERTIFICATE OF SERVICE

Garvan F. McDaniel hereby certifies that on October 23, 2009, he caused copies of the

Motion of Law Debenture Trust Company of New York to Terminate Debtor Affiliates’

Undisclosed Payment of LBO Lenders’ Fees and Expenses, for an Accounting, and for

Disgorgement of Past Payments to be served by electronic notification through the CM/ECF

System for the United States Bankruptcy Court for the District of Delaware on all parties

registered in the case and on the following parties in the manner indicated:

Via First Class U.S. Mail:Bryan Krakauer, Esq.Sidley Austin LLPOne South DearbornChicago, IL 60603

Norman Pernick, Esq.J. Kate Stickles , Esq.Cole, Schotz, Meisel, Forman & Leonard500 Delaware Avenue, Suite 1410Wilmington, DE 19801(Counsel to Debtors)

Howard Seife, EsquireChadbourne & Parke LLP30 Rockefeller PlazaNew York, NY 10112(Counsel for Creditors’ Committee)

Adam G. Landis, EsquireMatthew B McGuire, EsquireLandis Rath & Cobb LLP919 Market Street, Suite 1800Wilmington, DE 19801(Counsel to Creditors’ Committee)

Sharon Katz, EsquireDavis Polk & Wardwell LLP450 Lexington AvenueNew York, NY 10017(Counsel to JPMorgan Chase –Administrative Agent)

Mark D. CollinsKatisha D. FortuneRichards, Layton, & Finger, P.A.920 North King StreetWilmington, DE 19801(Counsel to JPMorgan Chase –Administrative Agent)

Madlyn Gleich PrimoffKaye Scholer LLP425 Park AvenueNew York, NY 10022(Counsel to Merrill Lynch CapitalCorporation – Administrative Agent)

Laurie Selber SilversteinPotter Anderson & Corroon LLP1313 N. Market Street, 6th FloorP.O. Box 951Wilmington, DE 19899(Counsel to Merrill Lynch CapitalCorporation – Administrative Agent)

2

Claudia HammermanPaul, Weiss, Rifkind, Wharton & Garrison,LLP1285 Avenue of the AmericasNew York, NY 10019(Counsel to Citigroup Global Markets –Financial Advisor to Tribune)

Matthew MorningstarMorgan Stanley & Co., Inc.1585 BroadwayNew York, NY 10036(Financial Advisors to the SpecialCommittee of the Board of Directors)

Evan JonesO’Melveny & Myers LLP400 South Hope StreetLos Angeles, CA 90071(Counsel to Bank of America, N.A. –Financial Advisor to Tribune)

Michael MayerWinston & Strawn LLP35 West Wacker DriveChicago, IL 60601(Valuation Research Corporation – Advisorto the Board of Directors ConcerningSolvency)

Office Of The United States TrusteeJoseph J. McMahon, Jr., Esq.United States Dept. Of Justice844 King Street, Suite 2207Lockbox #35Wilmington, DE 19899-0035

Abato, Rubenstein and Abato, P.A.Attn: Corey Smith BottBrian G. Esders809 Gleneagles Court, Suite 320Baltimore, MD 21286

Acxiom CorporationAttn. C.B. Blackard, IIICorporate Counsel301 E. Dave Ward DriveP.O. Box 2000Conway, AR 72033-2000

Allison, Slutsky & Kennedy, PCAngie M. Cowan230 W Monroe St, Ste 2600Chicago, IL 60606

Andrew S. Conway, Esquire200 East Long Lake Road, Suite 300Bloomfield Hills, MI 48304

Archer & Greiner, PcJohn V. Fiorella, Esq.300 Delaware Ave, Ste 1370Wilmington, DE 19801

Askounis & Darcy, PcAttn: Thomas V. Asdounis, Esq.401 North Michigan Avenue, Ste 550Chicago, IL 60611

Banc Of America Bridge LLCLynn D. Simmons, Sr. Vice PresidentBank Of America Strategic SolutionsMail Code: Il1-231-11-19231 South LaSalle StreetChicago, IL 60604

Barack Ferrazzano Kirschbaum &Nagelberg LLPAttn. George R. Mesires, Esq.200 West Madison St., Suite 3900Chicago, IL 60606

Barclays Capital Inc.Attn: US Client Valuations Group200 Park AvenueNew York, NY 10166

3

Barger & Wolen LLPAttn: Gary A. BreseePeter J. Felsenfeld, Esqs.650 California Street, 9th FloorSan Francisco, CA 94108

Bartlett Hackett Feinberg PcFrank F. McGinn (MA BBO# 564729)155 Federal St, 9th FlBoston, MA 02110

Belkin Burden Wenig & Goldman, LLPAttn: Joshua G. Losardo, Esq.270 Madison AvenueNew York, NY 10016

Benesch, Friedlander, Coplan& Aronoff, LLPAttn. David M. Neumann, Esquire200 Public Square, Suite 2300Cleveland, OH 44114-2378

Benesch, FriedlanDEr, Coplan& Aronoff, LLPAttn. Bradford J. SandlerJennifer R. Hoover,222 Delaware Avenue, Suite 801Wilmington, DE 19801

Bifferato LLCAttn: Ian Connor BifferatoKevin Collins, Esq.800 N. King Street, Plaza LevelWilmington, DE 19801

Broward CountyAttn: Jeffrey J. NewtonCounty Attorney For Broward CountyGov’t Center115 South Andrews AvenueFort Lauderdale, FL 33301

Brown Rudnick LLPAttn. Robert J. StarkDaniel J. Saval, Esq.Seven Times SquareNew York, NY 10036

Brown Stone Nimeroff LlcAttn. Jami B. Nimeroff, Esq.4 East 8th Street, Suite 400Wilmington, DE 19801

Bryan Cave LLPAttn: Michelle McMahon, Esq.1290 Avenue Of The AmericasNew York, NY 10104

Buchalter NemerPamela Kohlman Webster1000 Wilshire Boulevard, Suite 1500Los Angeles, CA 90017-2457

Buchalter Nemer, A ProfessionalCorporationShawn M. Christianson, Esq.333 Market Street, 25th FlSan Francisco, CA 94105-2126

Callahan & BlaineAttn: Edward Susolik, Esquire3 Hutton Drive, Ninth FloorSanta Ana, CA 92707

Canon USA, Inc.Attn Ruth Wienstein1 Canon PlazaNew Hyde Park, NY 11042

CapitalSource Finance LLCAttn: Joanne Fungaroli, Esq.4445 Willard Avenue, 12th FloorChevy Chase, MD 20815

Chadbourne & Parke LLPAttn Howard SeifeDavid M. LemayDogulas E. Deutsch30 Rockefeller PlazaNew York, NY 10112

4

Christine Z. HeriOffice Of The SolicitorUnited States Department Of Labor230 South Dearborn, Room 844Chicago, IL 60604

Citicorp North America, IncAttn: Tim Dillworth450 Mamaroneck Avenue, Suite AHarrison, NY 10528-2402

Cohen Weiss & Simon LLPAttn Babette A. Ceccoti330 West 42nd StreetNew York, NY 10036

Cole Schotz Meisel Forman & Leonard, PANorman L Pernick, Esq.J. Kate Stickles, Esq.500 Delaware Avenue, Suite 1410Wilmington, DE 19801

Connolly Bove Lodge & Hutz LLPAttn: Jeffrey C. Wisler, Esq.Marc J. Phillips, Esq.The Nemours Building1007 North Orange Street; Po Box 2207Wilmington, DE 19899

Cooch & Taylor PAAttn: Susan E. Kaufman, Esq.1000 West Street, 10th FloorWilmington, DE 19801

Cotchett, Pitre & McCARthyAttn: Philip Gregory, Esq.840 Malcolm Road, Suite 200Burlingame, CA 94010

Cross & Simon LLC919 North Market Street 11th FloorWilmington, DE 19801

Croudace & Dietrich LLPAttn. Mark A Nitikman, Esquire4750 Von Karman AvenueNewport Beach, CA 92660

Crowell & Moring LLPAttn. Michael V. Blumenthal, Esq.590 Madison Avenue, 19th FloorNew York, NY 10022

Davis Polk & WardAttn: Donald S. Bernstein, Esq.James A. Florack, Esq.Damian S. Schaible, Esq.450 Lexington AvenueNew York, NY 10017

Deutsche Bank AG60 Wall StreetNew York, NY 10005

Deutsche Bank National Trust Co.Attn: David Contino, Vice PresidentGlobal Transaction Bank Trust

& Sec. Serv25 Deforest Ave, Mail Stop: Sum01-0105Summit, NJ 07901

Draper & Goldberg, PLLCAttn. Adam HillerMichelle Berkeley-Ayres1500 North French Street, 2nd FloorWilmington, DE 19801

Duane Morris LLPAttn. Michael R. LastowskiSommer L. Ross1100 North Market Street, Suite 1200Wilmington, DE 19801

Eckert, Seamans, Cherin & Mellot, LlcAttn. Margaret F. England, Esquire300 Delaware Avenue, Suite 1210Wilmington, DE 19801

Edwards Angell Palmer & Dodge LLPAttn: Stuart M. Brown, Esq.919 N. Market St, Ste 1500Wilmington, DE 19801

5

Elizabeth GoldbergUnited States Department Of LaborPlan Benefits Security DivisionP.O. Box 1914Washington, Dc 20013

Elliott GreenleafAttn William M. Kelleher1105 North Market Street, Suite 1700Wilmington, DE 19801

Ervin Cohen & Jessup LLPKenneth Miller, Esq.9401 Wilshire Blvd, 9th FloorBeverly Hills, CA 90212

Fox Rothschold LLPAttn. L. Jason Cornell, Esquire919 N. Market Street, Suite 1300Wilmington, DE 19899-2323

Frank/Gecker LLPAttn. Joseph D. Frank325 North LaSalle Street, Suite 625Chicago, Il 60654

Fred Fellmeth, Esq. General CounselBroadcast Systems DivisionThe Vitec Group Plc101 Bilby RoadHackettstown, Nj 07840

Freeborn & Peters LLPAttn: Aaron L. Hammer, Esq.Devon J. Eggert, Esq.311 South Wacker Drive, Suite 3000Chicago, Il 60606

Furman Gregory LLCDonald R. Furman Jr.75 Federal St, 9th FlBoston, Ma 02110

Gohn Hankey & Stichel LLPCounsel To Corestaff ServicesAttn Jan I Berlage201 North Charles StreetBaltimore, MD 21201

Goldstine, Skrodzki, Russian, Nemec andHoff, Ltd.Attn. Brian M. Dougherty835 McClintock Drive, Second FloorWillowbrook, Il 60527

Greene Radovsky Maloney Share &Hennigh LLPEdward J. Tredinnick, Esq.Four Embarcarcadero Center, Ste 4000San Francisco, CA 94111

Harris CorporationAnthoNY DEglomine, Iii1025 W. Nasa BlvdMail Stop A-11AMelbourne, Fl 32919

Herrick Feinstein LLPCounsel To Canon USA Inc.Intelsat CorporationAttn Paul RubinStephen B. SelbstTwo Park AvenueNew York, NY 10016

Hewlett-Packard CompanyAttn: Ms. Ramona Neal, Corporate Counsel11311 Chinden Blvd.Mailstop 314Boise, ID 83714-0021

Hewlett-Packard CompanyAttn: Mr. Ken Higman, Sr.Default & Recovery Analy2125 E. Katella Ave., Suite 400Anaheim, CA 92806

6

Hogan & Hartson LLPAttn: Scott A. Golden,Ira S. Greene875 Third AvenueNew York, NY 10022

Howard County Office Of LawMargaret Ann Nolan, County SolicitorCamela J. Sandmann, Asst County SolicitorGeorge Howard Building3430 Courthouse DriveEllicott City, MD 21043

IBM CorporationAttn Beverly H ShidelerTwo Lincoln CentreVilla Park, Il 60181

Internal Revenue ServiceP.O. Box 21126Philadelphia, PA 19114-0326

Internal Revenue ServiceAttn: Room 115031 Hopkins PlazaBaltimore, MD 21201

International Union UAWAttn: Susanne M. Mitchell, Esq.8000 E. Jefferson AvenueDetroit, MI 48214

J. Scott Douglass909 Fannin, Suite 1800Houston, TX 77010

Jackson Walker LLPAttn: Bruce J. RuzinskyD. Elaine Conway1401 McKinney Street, Suite 1900Houston, TX 77010

Jakson Walker LLPAttn. Heather M. Forrest901 Main Street, Suite 6000Dallas, TX 75202

JP Morgan Chase Bank, NA1111 Fannin, 10th FloorHouston, TX 77002

JPMorgan Chase Bank, NAAttn: Miriam KulnisOne Chase PlazaNew York, NY 10005

K&L Gates LLPAttn: Jeffrey N. Rich, Esq.599 Lexington Ave.New York, NY 10022-6030

K&L Gates LLPCharles R. Smith, Esq.Henry W. Oliver Building535 Smithfield St.Pittsburgh, PA 15222-2312

Kaye Scholer LLPAttn: Margo B SchonholtzMadlyn Gleich Primoff425 Park AveNew York, NY 10022

Kelley Drye & Warren LLPErick R. Wilson, Esq.Howard S.Steel, Esq.101 Park AvenueNew York, NY 10178

Landis Rath & Cobb LLPAttn Adam G LandisMatthew B McGuire919 Market Street, Suite 1800Wilmington, DE 19801

Leclairryan, A Professional CorporationAttn. William E. Callahan, Jr. Esquire1800 Wachovia Tower, Drawer 1200Roanoke, VA 2400-1200

Leclairryan, A Professoinal Corp.Attn. David W. PhillipsTwo Penn Plaza EastNewark, NJ 07105

7

Lewis, Feinberg, Lee, Renaker& Jackson, P.C.

Attn: Daniel FeinbergAngelica K. JongcoNina Wasow1330 Broadway, Suite 1800Oakland, CA 94612

Linda BoyleTW Telecom Inc.10475 Park Meadows Drive, #400Littleton, CO 80124

Linebarger Goggan Blair & Sampson LLPCounsel To Harris CountyAttn John P DillmanP.O. Box 3064Houston, TX 77253-3064

Linebarger Goggan Blair & Sampson, LLPAttn: Elizabeth Weller2323 Bryan Street, Ste 1600Dallas, TX 75201

LownDEs, Drosdick, Doster, Kantorand Reed, P.A.

Attn: Zachary J. Bancroft, Est.450 S. Orange Ave, Suite 800Orlando, FL 32801

Maureen A. McGreevey, EsquireSenior Litigation CounselSungard682 E. Swedesford RoadWayne, PA 19087

Mayer Brown LLPFrederick D. Hyman, Esq.Jeffrey G. Tougas, Esq.Amit K. Trehan, Esq.Barbra Yan, Esq.1675 BroadwayNew York, NY 10019

McCarter & English, LLPAttn: David Adler, Esq.G. Amanda Mallan, Esq.245 Park Ave, 27th FlNew York, NY 10167

McCarter & English, LLPAttn: Katharine L. Mayer, Esq.Renaissance Centre405 N. Market Street, 8th FlWilmington, DE 19801

McGuire Woods LLPAttn. Paul J. CatanesePatricia K. Smoots77 W. Wacker Drive, Suite 4100Chicago, IL 60601

McPharlin Sprinkles & Thomas, LLPAttn. Elain M. Seid10 Almaden Blvd., Suite 1460San Jose, CA 95113

Meites, Mulder, Mollica & GlinkAttn: Thomas MeitesMichael Mulder20 S. Clark Street, Suite 1500Chicago, Il 60603

Merrill Lynch CApital CorporationAttn: ShARon HawkinsLoan Operations600 E. Las Colinas Blvd., Suite 1300Irving, TX 75039

Merrill Lynch Capital CorporationAttn: Michael O'Brien4 World Financial Center250 Vesey StreetNew York, NY 10080

Messana Rosner & Stern, LLPFrederick B. Rosner, Esq.1000 N. West Street, Suite 1200Wilmington, DE 19801

8

Michael A. Cox, Attorney GeneralDeborah B. Waldmeir, Assistant AGState Of Michigan, Dept. Of TreasuryCadillac Place, Ste. 10-2003030 W. Grand Blvd.Detroit, Mi 48202I

Michael SchlossOffice Of The SolicitorUnited States Department Of LaborPlan Benefits Security DivisionP.O. Box 1914Washington, DC 20013

Missouri Department Of RevenueAttn: Sheryl L. MoreauSpecial Assistant Attorney GeneralGeneral Counsel's Office301 W. High Street, Room 670P.O. Box 475Jefferson City, MO 65105-0475

Monzack Mersky McLaughlin & Browder,.Attn. Rachel B. Mersky, Esquire1201 N. Orange Street, Suite 400Wilmington, DE 19801

Morgan Stanley Fixed IncomeAttn: Carolyn Adler1585 Broadway, 2nd FloorNew York, NY 10036

Much Shelist Denenberg Ament andRubenstein, PCAttn: Colleen E. McManus191 North Wacker Drive, Ste 1800Chicago, IL 60606

Mulherin Rehfeldt & Varchetto, P.C.Attn: William J. Ulrich, Jr.William R. Brodzinski211 S. Wheaton Avenue, Suite 200Wheaton, Il 60187

Navistar Leasing Company425 N. Martingale Road, 18th FloorSchaumburg, IL 60173

New York State Department Of TaxationAnd FinanceAttn. Robert L. Cook, District Tax Attorney333 East Washington St., 3rd FloorSyracuse, NY 13202

Nolan, Plumhoff & Williams, CharteredAttn. Robert L. Hanley, Jr. EsquireSuite 700, Nottingham Centre502 Washington AvenueTowson, MD 21204

Office Of Attorney GeneralAttn. Carol E. MomjianSenior Deputy AttorneyGeneral21 S. 12th Street, 3rd FloorPhiladelphia, PA 19107-3603

Pension Benefit Guaranty CorporationAttn: Frank A AndersonCassandra R BurtonKartar S. Khalsa, EsqOffice Of The Chief Counsel1200 K Street, NWWashington, Dc 20005-4026

Pepper Hamilton LLPAttn. David B. StrattonLeigh-Anne M. RaportHercules Plaza, Suite 51001313 Market StreetP.O. Box 1709Wilmington, DE 19899-1709

Potter Anderson & Corroon LLPAttn: Laurie Silverstein, Esq.Hercules Plaza1313 N Market St, Po Box 951Wilmington, DE 19899-0951Poyner Spruill LLPJudy D. Thompson, Esq.301 South College Street, Ste 2300Charlotte, Nc 28202

9

Proskauer Rose LLPAttn: Martin S. Zohn, Esq.2049 Century Park East, 32nd FloorLos Angeles, CA 90067

Richards, Layton & Finger, PAAttn: Mark D. Collins, Esq.Katisha D. Fortune, Esq.920 North King StreetWilmington, DE 19801

Riddell Williams, P.S.Attn. Joseph E. Shickich, Jr. & Maria AnnMilano1001- 4th Avenue, Suite 4500Seattle, WA 98154-1192

Robinson Brog Leinwand GreenGenovese & Gluck Pc

Attn. Fred B. Ringel, Esq.1345 Avenue Of The AmericasNew York, NY 10105

Ruskin Moscou Faltischek, P.C.Attn. Michael S. Amato, Esq.East Tower, 15th Floor1425 RXR PlazaUniondale, NY 11556-1425

Securities & Exchange Commission15th & Pennsylvania Ave, N.W.Washington, Dc 20020

Securities And Exchange Commission 100F Street, NEWashington, Dc 20549

Seitz, Van Ogtrop & Green, P.A.Attn: R. Karl Hill, Esq.222 Delaware Avenue, Ste 1500P.O. Box 68Wilmington, DE 19899

Shipman & Goodwin LLPAttn. Julie A. Manning, Esq.One Constitution PlazaHartford, Ct 06103-1919

Sidley Austin LLPAttn: Kenneth P. Kansa Esq.One South DearbornChicago, Il 60603

Sirlin Gallogly & Lesser, P.C.Attn. Dana S. Plon, Esquire1529 Walnut Street, Suite 600Philadelphia, PA 19102

Squire, Sanders & Dempsey LLPAttn: Kelly Singer, Esq.Two Renaissance Squaree40 North Central Ave, Ste 2700Phoenix, AZ 85004-4498

Stempel Bennett Claman & Hochberg PcAttn: Edmond P O'Brien Esq675 Third Avenue 31st FloorNew York, NY 10017

Stevens & Lee, P.C.Attn: Joseph H. Huston, Jr.1105 North Market Street, 7th FlWilmington, DE 19801

Stuart MaueAttn: Linda K. CooperFee Examiner3840 McKelvey RdSt. Louis, MO 63044

Teitelbaum & Baskin, LLPAttn: Jay Teitelbaum3 Barker Avenue, Third FloorWhite Plains, NY 10601

The Reimann Law GroupAttn. David W. Reimann, Esquire1960 East Grand Avenue, Suite 1165El Segundo, CA 90245

The Seaport Group LLCAttn Scott Friedberg360 Madison Avenue 22nd FloorNew York, NY 10017

10

Todd M. Hoepker, Esq.Post Office Box 3311Orlando, Fl 32802-3311

Tower DC, LLCTower EH, LLCTower JK, LLCTower MS, LLCAttn: Nils Larsen, Managing DirectorC/o Equity Group InvestmentsTwo North Riverside Plaza, Ste 1700Chicago, Il 60606

TravelersNational Accounts1 Tower SquARe-5mnHartford, Ct 06183-4044

Tressler Soderstorm Maloney & Press, LLPAttn. Jacqueline A. CriswellSears Tower, 22nd Floor233 South Wacker DriveChicago, IL 60606-6314

Twentieth Television, Inc.Attn: Jodie Rea2121 Avenue Of The Stars, Suite 1754Los Angeles, CA 90067

Tybout Redfearn and PellAttn. Sherry Ruggiero Fallon750 Shipyard Drive, Suite 400Wilmington, DE 19899-2092

U.S. Department Of JusticeAttn. Yonatan Gelblum, Trial Atty., TaxDivision555 4th St. NW Room 6110P.O. Box 227Washington, DC 20044

Unisys CorporationAttn. Janet Fitzpatrick, Legal AssistantUnisys WayP.O. Box 500, M/S E8-108Blue Bell, PA 19424

United States Department Of JusticeCivil DivisionMatthew J. Troy, Esq.1100 L Street, N.W.Room 10006Washington, Dc 20530

United States Department Of LaborOffice Of The SolicitorElizabeth S. Goldberg, EsquirePlan Benefits Security DivisionWashington, Dc 20013

United States TreasuryOffice Of The Treasurer1500 Pennsylvania Avenue, NWRoom 2134Washington, Dc 20220

US Attorney's OfficeEllen W. Slights, Esq1201 Market St, Suite 1100P.O. Box 2046Wilmington, DE 19899-2046

Vorys Sater Seymour & Pease LLPAs Counsel For AOL LLC & Its RelatedEntitiesAttn Tiffany Strelow Cobb52 East Gay StreetColumbus, OH 43215

Warner Bros. Television Distribution, Inc.Attn: Wayne M. Smith, Esq.4000 Warner Blvd.Bldg. 156, Room 5158Burbank, CA 91522

Weiss Serota Helfman Pastoriza Cole &Boniske P.L.Attn: Douglas R. Gonzales, Esq.200 East Broward Boulevard, St. 1900Fort Lauderdale, Fl 33301

William Hughes200 W. Madison StreetChicago IL 60606

11

Williams Gautier Gwynn Deloach& Sorenson PA

Attn James E SorensonD Tyler LeuvenChad D. Heckman,Jared S GardnerMary Linzee Van LeuvenPost Office Box 4128Tallahassee, Fl 32315-4128

Willkie Farr & Gallagher LLPAttn. Alan J. LipkinJeremy E. Crystal, Esq.787 Seventh AvenueNew York, NY 10019

Wilmington Trust CompanyAttn. Patrick J. Healy, Vice PresidentRodney Square North1100 North Market StreetWilmington, DE 19890

Zwerdlking Paul Kahn & Wolly PcCounsel To Washington-BaltimoreNewspaper Guild,Local 32035, Tng-CwaAttn Robert E. Paul Esq.1025 Connecticut Avenue NW Suite 712Washington, DC 20036-542

Dated: October 23, 2009Wilmington, Delaware

By: /s/ Garvan F. McDanielBIFFERATO GENTILOTTI LLCGarvan F. McDaniel (No. 4167)800 N. King Street, Plaza LevelWilmington, Delaware 19801Tel: (302) 429-1900Fax: (302) 429-8600

– and –

David S. RosnerAndrew K. GlennMatthew B. SteinKasowitz, Benson, Torres & Friedman LLP1633 BroadwayNew York, New York 10019Tel: (212) 506-1700

Co-Counsel for Law Debenture Trust Companyof New York

File a Motion:

08-13141-KJC Tribune Company

U.S. Bankruptcy Court

District of Delaware

Notice of Electronic Filing

The following transaction was received from Garvan F. McDaniel entered on 10/23/2009 at 3:09 PM EDT and filed on 10/23/2009

Docket Text:Motion to Approve Motion of Law Debenture Trust Company of New York to Terminate Debtor Affiliates Undisclosed Payment ofLBO Lenders Fees and Expenses, for an Accounting, and for Disgorgement of Past Payments Filed by Law Debenture TrustCompany of New York. Hearing scheduled for 11/17/2009 at 11:00 AM at US Bankruptcy Court, 824 Market St., 5th Fl.,Courtroom #5, Wilmington, Delaware. Objections due by 11/9/2009. (Attachments: # (1) Notice # (2) Exhibit A# (3) Certificate ofService) (McDaniel, Garvan)

The following document(s) are associated with this transaction:

08-13141-KJC Notice will be electronically mailed to:

Michael S. Amato on behalf of Creditor Esther Rheinmamato@rmfpc.com

Frank A. Anderson on behalf of Creditor Pension Benefit Guaranty Corporationanderson.frank@pbgc.gov, efile@pbgc.gov

Thomas V. Askounis on behalf of Creditor Banc of America Leasing & Capital, LLC

Type: bk Chapter: 11 v Office: 1 (Delaware)

Assets: y Judge: KJC

Case Flag: PlnDue, DsclsDue, MEGA, LEAD, CLMSAGNT, Sealed Doc(s)

Case Name: Tribune CompanyCase Number: 08-13141-KJCDocument Number:2407

Document description:Main DocumentOriginal filename:C:\fakepath\Bank fee motion.pdfElectronic document Stamp:[STAMP bkecfStamp_ID=983460418 [Date=10/23/2009] [FileNumber=7770464-0] [684d2b595b177ceeca269e77c5fa7512ce5fe7cedd2acd3d41ac52c122bd0d28775ddd83febc3c71683e982302bc98c54e32bc7d6eb7bc1072c4a5654b06a1fd]]Document description:NoticeOriginal filename:C:\fakepath\Notice of motion.pdfElectronic document Stamp:[STAMP bkecfStamp_ID=983460418 [Date=10/23/2009] [FileNumber=7770464-1] [4c0c27bcd75782931a3d88812b2f1e9598457f0d3b7cddc9dd9b9c5a38095b1c258f791d214682f0cb9b1e55f123656e67a9810dbcb87cce900975dc328bd499]]Document description:Exhibit AOriginal filename:C:\fakepath\Exhibit A.pdfElectronic document Stamp:[STAMP bkecfStamp_ID=983460418 [Date=10/23/2009] [FileNumber=7770464-2] [88d2bbf17cf9df1f02fd8a03149ecb2a256fe8edc88d85da52d0e7b507061de9ec3c0c0ad0e08d97ad41788b39027efdda0265865dc95e17990c1962ef6e2edc]]Document description:Certificate of ServiceOriginal filename:C:\fakepath\COS re bank fee motion.pdfElectronic document Stamp:[STAMP bkecfStamp_ID=983460418 [Date=10/23/2009] [FileNumber=7770464-3] [4502a2a53de6f0437021466472669b40082db5e1c7162da18769de50d0007852fbdec74d8665b9a133e40d4a952e90b1746004cfffa33005dee0301e84bef08c]]

Page 1 of 13Internal CM/ECF Live Database

10/23/2009https://ecf.deb.uscourts.gov/cgi-bin/Dispatch.pl?569616196818821