kodak - tss retention application 1 · eastman kodak company, et al., : case no. 12-10202 (alg) :...

Hearing Date And Time: April 18, 2012 at 11:00 a.m. (prevailing Eastern time) Objection Deadline: April 11, 2012 at 4:00 p.m. (prevailing Eastern time)

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : EASTMAN KODAK COMPANY, et al., : Case No. 12-10202 (ALG) :

Debtors. : (Jointly Administered) :

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

APPLICATION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF EASTMAN KODAK COMPANY, ET AL., UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND 5002 AND S.D.N.Y. LBR 2014-1, FOR ORDER AUTHORIZING RETENTION

AND EMPLOYMENT OF TOGUT, SEGAL & SEGAL LLP AS CO-COUNSEL, EFFECTIVE AS OF FEBRUARY 17, 2012

TO THE HON. ALLAN L. GROPPER, UNITED STATES BANKRUPTCY JUDGE:

The Official Committee of Unsecured Creditors (the “Committee”) of Eastman

Kodak Company and certain of its affiliated debtors and debtors-in-possession (collectively, the

“Debtors”)1 in the above-captioned jointly administered chapter 11 cases (the “Chapter 11

Cases”) hereby submits this application (the “Application”) for entry of an order, in substantially

the form attached hereto as Exhibit A, authorizing the retention and employment of Togut, Segal

& Segal LLP (the “Togut Firm”), effective as of February 17, 2012, as co-counsel for the

Committee, pursuant to section 1103(a) of title 11 of the United States Code, 11 U.S.C. §§

1011532 (as amended, the “Bankruptcy Code”), rules 2014 and 5002 of the Federal Rules of

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, are: Eastman Kodak Company (7150); Creo Manufacturing America LLC (4412); Eastman Kodak International Capital Company, Inc. (2341); Far East Development Ltd. (2300); FPC Inc. (9183); Kodak (Near East), Inc. (7936); Kodak Americas, Ltd. (6256); Kodak Aviation Leasing LLC (5224); Kodak Imaging Network, Inc. (4107); Kodak Philippines, Ltd. (7862); Kodak Portuguesa Limited (9171); Kodak Realty, Inc. (2045); Laser-Pacific Media Corporation (4617); NPEC Inc. (5677); Pakon, Inc. (3462); and Qualex Inc. (6019). The location of the Debtors’ corporate headquarters is: 343 State Street, Rochester, NY 14650.

12-10202-alg Doc 751 Filed 03/30/12 Entered 03/30/12 16:27:19 Main Document Pg 1 of 51

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Docket #0751 Date Filed: 3/30/2012

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Bankruptcy Procedure (the “Bankruptcy Rules”), and rule 2014-1 of the Local Bankruptcy Rules

for the Southern District of New York (the “Local Rules”). In support of the Application, the

Committee has filed herewith the Declaration of Albert Togut, the senior member of the Togut

Firm, dated March 30, 2012, a copy of which is attached hereto as Exhibit B (the “Togut

Declaration”) and incorporated herein, and respectfully provides as follows:

Background

1. On January 19, 2012 (the “Petition Date”), each of the Debtors filed with

this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On January

19, 2012, the Court entered an order consolidating the Chapter 11 Cases for joint administration.

2. The Debtors continue to manage and operate their businesses and

properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code. No trustee or examiner has been appointed in the Chapter 11 Cases.

3. On January 25, 2012, the United States Trustee for the Southern District of

New York (the “U.S. Trustee”) appointed the Committee, consisting of: (i) KPP Trustees

Limited; (ii) Pension Benefit Guaranty Corporation; (iii) Primax Electronics Ltd.; (iv) Sony

Pictures Entertainment Inc.; (v) Strategic Procurement Group; (vi) U.S. Bank National

Association; and (vii) Walmart Stores, Inc. On January 25, 2012, the Committee duly selected

Milbank, Tweed, Hadley & McCloy LLP (“Milbank” or “Committee Counsel”) as counsel to

represent it during the pendency of the Chapter 11 Cases. On February 17, 2012, the Committee

selected the Togut Firm as its co-counsel.

4. None of the Committee members, in their individual capacities, have

previously retained the Togut Firm in this or any other case, nor has any compensation

previously been paid to the Togut Firm by any members of the Committee.


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Jurisdiction

5. This Court has jurisdiction to consider this Application pursuant to 28

U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is

proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Relief Requested

6. By this Application, the Committee seeks the entry of an order authorizing

it to retain and employ the Togut Firm as co-counsel to the Committee, effective as of February

17, 2011, the date upon which the Committee unanimously selected the Togut Firm.

Services to be Rendered by the Togut Firm

7. Subject to this Court’s approval, the Togut Firm will (a) perform services

on bankruptcy-related matters which involve negotiations, contested hearings, adversary

proceedings, or other matters in which the Committee is prosecuting a position that Committee

Counsel determines would cause a connection with a client disclosed by Committee Counsel in

the Moore Declaration2 and in any subsequent amendment or supplement thereto (each a

“Client”), to mature into and become a conflict of interest and (b) represent the Committee on

matters that can be efficiently handled by the Togut Firm and the transfer of which is in the

Committee’s best interests, as determined by Committee Counsel in consultation with the

Committee, which shall consist of matters that pertain to only the following items:

(i) represent the Committee in connection with contested matters seeking allowance or settlement of (a) priority or secured claims in an amount less than $500,000 and (b) general unsecured claims in an amount less than $1,000,000, in each case excluding claims relating to intellectual property, environmental issues, employee

2 The Declaration of Robert J. Moore in Support of Application of Official Committee of Unsecured

Creditors of The Eastman Kodak Company, et al. under 11 U.S.C. § 1103, Fed. R. Bankr. P. 2014 and 5002 and S.D.N.Y. LBR 2014-1 for Order Authorizing Retention and Employment of Milbank, Tweed, Hadley & McCloy LLP as Counsel, Effective as of January 25, 2012.


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benefits, or pensions and generally applicable issues which would affect other similarly situated claims;

(ii) review and analyze motions for relief from the automatic stay seeking liquidation of general unsecured claims in an amount less than $500,000 excluding generally applicable issues which would affect other similarly situated movants;

(iii) represent the Committee in connection with contested matters concerning utilities;

(iv) represent the Committee in connection with matters concerning 503(b)(9) claims or reclamation demands, in each case in an amount less than $500,000 excluding generally applicable issues which would affect other similarly situated claims;

(v) represent the Committee in the review and analysis of proposed de minimis asset sales or dispositions by the Debtors in an amount less than $500,000 that do not directly alter or impact the Debtors' restructuring or significant operations;

(vi) represent the Committee in connection with the review of lien perfection issues; and

(vii) any other matters assigned to the Togut Firm by Committee Counsel in consultation with the Committee.

8. When Committee Counsel determines that the Committee is prosecuting a

position that Committee Counsel determines would likely cause a connection with a Client to

mature into and become a conflict of interest, in addition to any duty imposed under applicable

statutes and rules concerning conflicts, Committee Counsel shall notify the Togut Firm of its

determination.

9. The Committee is very mindful of the need to avoid duplication of

services, and appropriate procedures will be implemented to ensure that there is no unnecessary

or duplicative work done by the Togut Firm.

Basis for Relief

10. The Committee has selected the Togut Firm as its co-counsel because the

firm’s practice is highly specialized and is limited, almost exclusively, to matters pending in the


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United States Bankruptcy Court for the Southern District of New York. The Togut Firm has had

considerable experience in matters of this nature, and has served as conflicts counsel in more

cases than any other firm in this Court including, without limitation: In re Motors Liquidation

Company, f/k/a General Motors Corp., Case No. 09-50026 (REG); In re Chrysler LLC, Case No.

09-50002 (AJG); In re MSR Resort Golf Course LLC, Case No. 11-10372 (SHL); In re Ambac

Financial Group Inc., Case No. 10-15983 (SCC); In re Saint Vincents Catholic Medical Centers

of New York, Case No. 10-11963 (CGM); In re Neff Corp., Case No. 10-12610 (SCC); In re The

Great Atlantic & Pacific Tea Company, Inc., Case No. 10-24549 (RDD); In re Tronox Inc., Case

No. 09-10156 (ALG); In re Frontier Airlines Holdings, Inc., Case No. 08-11298 (RDD); In re

Delphi Corp., Case No. 05-44481 (RDD); In re Enron Corp., Case No. 01-15034 (AJG); In re

Saint Vincents Catholic Medical Centers of New York, Case No. 05-14945 (PCB); In re Tower

Auto., Inc., Case No. 05-10578 (ALG); In re Allegiance Telecom, Inc., Case No. Case No. 03-

13057 (RDD); In re Ames Department Stores, Case No. 01-42217 (REG); and In re Loews

Cineplex Entertainment Corp., Case No. 01-40346 (ALG). (See Togut Declaration ¶ 3).

11. The Togut Firm has earned a reputation for efficiency and has worked

hard to develop and perfect the conflicts counsel business model so that it best serves the

interests of the estate. As further discussed in the Togut Declaration, the Togut Firm has very

specialized expertise in supplementing the work of main counsel in the case without any

unnecessary duplication of effort and indeed, has previously worked closely with Committee

Counsel. Thus the professionals at the Togut Firm are already well acquainted with the

personnel, practices and procedures of Committee Counsel, and are well-positioned to provide

any necessary legal services in a complementary, non-duplicative manner. (See Togut

Declaration ¶ 4).


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12. As set forth in the Togut Declaration, the Togut Firms believes that rather

than be Committee Counsel’s “shadow,” standing behind the main counsel and billing with no

direct benefit to the estate, the Togut Firm has a proven ability to efficiently perform services

that do not require the breadth and depth of main counsel but that nonetheless need to be

performed as part of a Chapter 11 case. These are pure bankruptcy projects such as working on

routine claims objections and executory contract rejections, just to name two. They are the sort

of services that do not require main counsel’s attention. (See Togut Declaration ¶ 5).

13. The Togut Firm believes that their retention by the Committee for the

services set forth above will enable the estate to benefit from a smaller firm’s efficiencies in

handling special projects involving bankruptcy administration. Equally important, each special

project educates the Togut Firm about the case in ways that help it to resolve other disputes

efficiently and, when speed is called for, to “hit the ground running.” (See Togut Declaration ¶

6).

14. The expected result is that rather than shadow main counsel’s work, the

Togut Firm will do its own work, which is expected to address the need of keeping the Togut

Firm up to speed. Because it is involved in the case, the Togut Firm knows what is going on but

without duplicating the work of main counsel. Done right, there is no duplication of effort at all.

(See Togut Declaration ¶ 7).

15. The members of the Togut Firm, as well as counsel to and associates of

the Togut Firm, who will be employed in the Chapter 11 Cases, are members in good standing of

the Bar of the State of New York and the United States District Court for the Southern District of

New York.


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16. As set forth in the Togut Declaration, the Togut Firm is willing to act as

co-counsel to the Committee in the Chapter 11 Cases, and to render the necessary professional

services described herein.

Disclosure Concerning Conflicts of Interest

17. Section 1103(b) of the Bankruptcy Code provides that an “attorney . . .

employed to represent a committee appointed under section 1102 of this title may not, while

employed by such committee, represent any other entity having an adverse interest in connection

with the case.” 11 U.S.C. § 1103(b).

18. To the best of the Committee’s knowledge, and as set forth in the Togut

Declaration, the members and associates of the Togut Firm do not have any connection with or

any interest adverse to the Debtors, their creditors, equity holders, or any other party in interest,

or their respective attorneys and accountants, except as may be set forth in the Togut

Declaration.

19. More specifically, as set forth in the Togut Declaration, the Togut Firm

has informed the Committee that, its members, counsel and associates:

(a) are not creditors, equity holders or insiders of the Debtors;

(b) are not and were not, within two years before the date of the filing of the Debtors’ chapter 11 petitions, directors, officers or employees of the Debtors; and

(c) do not have an interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity holders by reason of any direct or indirect relationship to, connection with, or interest in the Debtors, or for any other reason.

20. The Togut Firm has not represented, and will not represent, any parties

other than the Committee in this case or in connection with any matters that would be adverse to

the Committee arising from, or related to, the Chapter 11 Cases.


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21. Based on the Togut Declaration, the Committee is satisfied that the

partners, counsel, and associates of the Togut Firm do not hold or represent any interest in the

Chapter 11 Cases that is adverse to the Committee that would preclude the Togut Firm from

acting as counsel to the Committee on the matters for which it is to be engaged. The Committee

believes that the Togut Firm is a “disinterested person” as that term is defined in section 101(14)

of the Bankruptcy Code.

22. The Togut Firm will conduct an ongoing review of its files to ensure that

no disqualifying circumstances arise, and if any new relevant facts or relationships are

discovered, the Togut Firm will supplement its disclosure to this Court.

Professional Compensation

23. During the Chapter 11 Cases, the Togut Firm will serve fee statements and

file interim and final applications for allowance of the fees and expenses pursuant to the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Order Establishing Procedures for

Interim Compensation and Reimbursement of Expenses for Professionals (Docket No. 363, the

“Interim Compensation Order”), any other applicable orders of the Court, and any guidelines

regarding submission and approval of fee applications.

24. Pursuant to section 330(a)(1) of the Bankruptcy Code, the Court may

award reasonable compensation for actual and necessary expenses and services rendered in

conjunction with these Chapter 11 Cases. The Committee and the Togut Firm have agreed that

the Togut Firm will be paid its customary hourly rates for services rendered that are in effect

from time to time, as set forth in the Togut Declaration, and that it will be reimbursed according

to the Togut Firm’s customary reimbursement policies.

25. The Togut Firm’s current hourly rates and reimbursement policies are

what the general marketplace for legal services pays the Togut Firm in other matters every day


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and are reasonable. The current hourly rate for Mr. Togut, who will be the supervising partner

for the matter, is $935. Additionally, the Togut Firm’s current hourly rates range from $800 to

$810 for other partners, $715 for counsel, $215 to $675 for associates, and $145 to $285 for

paralegals and law clerks. The Togut Firm will also seek reimbursement for actual, necessary

expenses pursuant to section 330(a)(1)(B) of the Bankruptcy Code.

Effective Date of Retention

26. The Committee requests that the Togut Firm’s retention be approved

effective as of February 17, 2012 – the date the Togut Firm was selected as Committee co-

counsel and began work on the Committee’s behalf. The Committee believes retention effective

as of February 17, 2012 is appropriate due to the nature of the Chapter 11 Cases and the

Committee’s immediate and urgent need for the provision of legal services of its co-counsel.

Notice

27. No trustee or examiner has been sought or appointed in the Chapter 11

Cases. Notice of this Application has been provided to the following parties and/or their legal

counsel (if known, and as applicable): (i) the Debtors and their counsel; (ii) the U.S. Trustee;

(iii) counsel to the agent under the prepetition revolving credit facility; (iv) U.S. Bank, National

Association, as indenture trustee; (v) Wilmington Trust, National Association, as indenture

trustee; (vi) the Securities and Exchange Commission; (vii) the Internal Revenue Service;

(viii) Davis Polk & Wardwell LLP, counsel to Citicorp North America, Inc., as agent for the

Debtors’ postpetition secured lenders; (ix) the Environmental Protection Agency; (x) Akin

Gump Strauss Hauer & Feld LLP, counsel to the Ad Hoc Committee of Second Lien

Noteholders; and (xi) all other parties that have requested receipt of notices in the Chapter 11

Cases or otherwise in accordance with the case management order entered in the Chapter 11


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Cases. In view of the relief requested, the Committee submits that no other or further notice

need be provided.3

No Prior Request

28. No previous application for the relief sought herein has been made to this

or any other court.

Memorandum of Law

29. Pursuant to Local Rule 9013-1, because there are no novel issues of law

presented herein, the Committee respectfully reserves the right to file a brief in reply to any

objection to this Application.

3 On March 16, 2012, Milbank sent a draft of this Application to the U.S. Trustee for review and comment.


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Conclusion

WHEREFORE, the Committee respectfully requests entry of an Order, in

substantially the form annexed hereto as Exhibit A, (a) authorizing the retention and employment

of the Togut Firm as co-counsel for the Committee, effective as of February 17, 2012, and (b)

granting such further relief as is just and proper.

Dated: New York New York March 30, 2012

OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF EASTMAN KODAK COMPANY, ET AL. By: KPP TRUSTEES LIMITED, as Co-Chair of Official Committee of Unsecured Creditors

By: Name: Title:

and By: WALMART STORES, INC., as Co-Chair of Official Committee of Unsecured Creditors

By: /s/ Ted A. Berkowitz Name: Ted A. Berkowitz Title: Authorized Signatory


Exhibit A


EXHIBIT A

Proposed Order


UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : EASTMAN KODAK COMPANY, et al., : Case No. 12-10202 (ALG) :


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

ORDER UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND 5002 AND S.D.N.Y. LBR 2014-1, AUTHORIZING RETENTION AND EMPLOYMENT OF TOGUT, SEGAL

& SEGAL LLP AS CO-COUNSEL TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF EASTMAN KODAK COMPANY, ET AL.,

EFFECTIVE AS OF FEBRUARY 17, 2012

Upon the application, dated March 30, 2012 (the “Application”), of the Official

Committee of Unsecured Creditors (the “Committee”) of Eastman Kodak Company and certain

of its affiliated debtors and debtors in possession (collectively, the “Debtors”)1 in the above-

captioned jointly administered chapter 11 cases (the “Chapter 11 Cases”) for an order

authorizing the Committee to employ and retain Togut, Segal & Segal LLP (the “Togut Firm”)

as co-counsel to the Committee, effective as of February 17, 2012, pursuant to section 1103(a) of

title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”),

rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”),

and rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the

“Local Rules”); and the Court having considered the declaration of Albert Togut, dated March




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30, 2012 (the “Togut Declaration”), in connection with the Application; and the Court having

jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. §

1334; and consideration of the Application and the relief requested therein being a core

proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to

28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided,

and it appearing that no other or further notice need be provided; and the Court having reviewed

the Application; and the Court having determined that the legal and factual bases set forth in the

Application and the Togut Declaration establish just cause for the relief granted herein and that

the Togut Firm represents no interest adverse to the Debtors’ estates or to any class of creditors

or equity security holders in the matters upon which the Togut Firm is to be engaged and the

Togut Firm is disinterested within the meaning of 11 U.S.C. § 101(14); and upon all of the

proceedings had before the Court, and after due deliberation and sufficient cause appearing

therefor, it is hereby,

ORDERED that the Application is granted to the extent provided herein; and it is

further

ORDERED that Togut’s employment is necessary and is in the best interest of the

Debtors’ estates, creditors, and other parties in interest, and Togut’s hourly rates for its

paralegals and attorneys described in the Togut Declaration are reasonable; and it is further

ORDERED that the Committee is authorized, pursuant to section 1103(a) of the

Bankruptcy Code, to retain and employ the Togut Firm as its co-counsel to render professional

services to the Committee for certain matters where Committee Counsel may not be able to act

as a result of an actual or potential conflict of interest and will perform such other legal services


4

as requested by the Committee to the extent not duplicative of Committee Counsel; and it is

further

ORDERED that pursuant to section 1103(a) of the Bankruptcy Code, Bankruptcy

Rules 2014 and 5002 and Local Rule 2014-1, the Committee is authorized to employ and retain

the Togut Firm, effective as of February 17, 2012 as its co-counsel (a) to perform services on

bankruptcy-related matters which involve negotiations, contested hearings, adversary

proceedings, or other matters in which the Committee is prosecuting a position that Committee

Counsel determines would cause a connection with a client disclosed by Committee Counsel in

the Moore Declaration2 and in any subsequent amendment or supplement thereto (each a

“Client”), to mature into and become a conflict of interest and (b) to represent the Committee on

matters that can be efficiently handled by the Togut Firm and the transfer of which is in the

Committee's best interests, as determined by Committee Counsel in consultation with the

Committee, which shall consist of matters that pertain to only the following items:

i) represent the Committee in connection with contested matters seeking allowance or settlement of (a) priority or secured claims in an amount less than $500,000 and (b) general unsecured claims in an amount less than $1,000,000, in each case excluding claims relating to intellectual property, environmental issues, employee benefits, or pensions and generally applicable issues which would affect other similarly situated claims;

ii) review and analyze motions for relief from the automatic stay seeking liquidation of general unsecured claims in an amount less than $500,000 excluding generally applicable issues which would affect other similarly situated movants;

iii) represent the Committee in connection with contested matters concerning utilities;

2 The Declaration of Robert J. Moore in Support of Application of Official Committee of Unsecured Creditors of

The Eastman Kodak Company, et al. under 11 U.S.C. § 1103, Fed. R. Bankr. P. 2014 and 5002 and S.D.N.Y. LBR 2014-1 for Order Authorizing Retention and Employment of Milbank, Tweed, Hadley & McCloy LLP as Counsel, Effective as of January 25, 2012.


5

iv) represent the Committee in connection with matters concerning 503(b)(9) claims or reclamation demands, in each case in an amount less than $500,000 excluding generally applicable issues which would affect other similarly situated claims;

v) represent the Committee in the review and analysis of proposed de minimis asset sales or dispositions by the Debtors in an amount less than $500,000 that do not directly alter or impact the Debtors' restructuring or significant operations;

vi) represent the Committee in connection with the review of lien perfection issues; and

vii) any other matters assigned to the Togut Firm by Committee Counsel in consultation with the Committee; and it is further

ORDERED that when Committee Counsel determines that the Committee is

prosecuting a position that Committee Counsel determines would likely cause a connection with

a Client to mature into and become a conflict of interest, in addition to any duty imposed under

applicable statutes and rules concerning conflicts, Committee Counsel shall notify the Togut

Firm of its determination; and it is further

ORDERED that the Togut Firm shall be deemed a “Professional” under the Order

Establishing Procedures for Monthly Compensation and Reimbursement of Expenses to

Professionals (Docket No. 363, the “Interim Compensation Order”) and shall be compensated in

accordance with, and will file interim and final fee applications for allowance of its

compensation subject to, sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules, the Interim Compensation Order, the Amended Guidelines for Fees and

Disbursements for Professionals in the Southern District of New York, dated November 25,

2009, and the United States Trustee Fee Guidelines (collectively, the “Fee Guidelines”), and any

interim compensation procedures order entered in these cases; and it is further

ORDERED that the Togut Firm shall be reimbursed only for reasonable and

necessary expenses as provided by the Fee Guidelines; and it is further


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ORDERED that no less than ten business days prior to effecting any increases in

the rates set forth in the Application and Togut Declaration, the Togut Firm shall file and provide

notice to the Debtors, the United States Trustee and counsel for the Committee, a supplemental

affidavit with the Court, which explains the basis for the requested rate increases in accordance

with section 330(a)(3)(F) of the Bankruptcy Code and indicates whether the Committee has

received notice of and approved the proposed rate increase; and it is further

ORDERED that the Togut Firm shall use its best efforts to avoid any duplication

of services provided by any of the Committee’s other retained professionals in the Chapter 11

Cases; and it is further

ORDERED that the United States Trustee’s right to object to the reimbursement

of any and all of the expenses described in the Application or Togut Declaration are expressly

reserved; and it is further

ORDERED that to the extent the terms of this Order are in any way inconsistent

with the Application or Togut Declaration, the terms of this Order shall govern; and it is further

ORDERED that the Committee is authorized to take all actions necessary to

effectuate the relief granted pursuant to this Order in accordance with the Application; and it is

further

ORDERED that the terms and conditions of this Order shall be immediately

effective and enforceable upon its entry; and it is further

ORDERED that all time periods set forth in this Order shall be calculated in

accordance with Bankruptcy Rule 9006(a); and it is further

ORDERED that the Court shall retain jurisdiction with respect to all matters

arising from or related to the interpretation and implementation of this Order.


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DATED: New York, New York , 2012

HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE


Exhibit B


EXHIBIT B

Togut Declaration


Togut, Segal & Segal LLP One Penn Plaza, Suite 3335 New York, New York 10119 (212) 594-5000 Albert Togut Frank A. Oswald Michael D. Hamersky Proposed Co- Counsel for Official Committee of Unsecured Creditors of Eastman Kodak Company, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------ x : In re: : Chapter 11 : EASTMAN KODAK COMPANY, et al., : Case No. 12-10202 (ALG) :


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

DECLARATION OF ALBERT TOGUT IN SUPPORT OF APPLICATION OF OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF EASTMAN KODAK

COMPANY, ET AL., UNDER 11 U.S.C. § 1103, FED. R. BANKR. P. 2014 AND 5002 AND S.D.N.Y. LBR 2014-1, FOR ORDER AUTHORIZING RETENTION AND

EMPLOYMENT OF TOGUT, SEGAL & SEGAL LLP AS CO-COUNSEL, EFFECTIVE AS OF FEBRUARY 17, 2012

Albert Togut declares the following under penalty of perjury:

1. I am the senior member of Togut, Segal & Segal LLP (the “Togut Firm”)

located at One Penn Plaza, New York, New York 10119. I am a member in good standing of the

Bar of the State of New York, and am admitted to practice in the United States District Courts

for the Southern District of New York, the Eastern District of New York, and the Eastern District

of Michigan; the United States Court of Appeals for the Second Circuit; and the United

States Supreme Court. I am a Fellow of the American College of Bankruptcy and International

Insolvency Institute, and a member of the Board of Directors of the American Bankruptcy

Institute.


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2. I am in all respects competent to make this declaration in support of the

application (the “Application”) of the Official Committee of Unsecured Creditors (the

“Committee”) of Eastman Kodak Company and certain of its affiliated debtors and debtors-in-

possession (collectively, the “Debtors”)1 in the above-captioned jointly administered chapter 11

cases (the “Chapter 11 Cases”) for entry of an order authorizing the retention and employment of

the Togut Firm, effective as of February 17, 2012, as co-counsel for the Committee, pursuant to

section 1103(a) of title 11 of the United States Code, 11 U.S.C. §§ 1011532 (as amended, the

“Bankruptcy Code”), rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), and rule 2014-1 of the Local Bankruptcy Rules for the Southern District of

New York (the “Local Rules”). Unless otherwise stated in this Declaration, I have personal

knowledge of the facts set forth herein.2

QUALIFICATIONS AND DISINTERESTEDNESS

3. The Togut Firm’s practice is highly specialized and is limited, almost

exclusively, to matters pending in the United States Bankruptcy Court for the Southern District

of New York. The Togut Firm has had considerable experience in matters of this nature, and has

served as conflicts counsel in more cases than any other firm in this Court including, without

limitation: In re Motors Liquidation Company, f/k/a General Motors Corp., Case No. 09-50026

(REG); In re Chrysler LLC, Case No. 09-50002 (AJG); In re MSR Resort Golf Course LLC,



2 Capitalized terms which are not defined herein shall have the meanings set forth in the Application.


4

Case No. 11-10372 (SHL); In re Ambac Financial Group Inc., Case No. 10-15983 (SCC); In re

Saint Vincents Catholic Medical Centers of New York, Case No. 10-11963 (CGM); In re Neff

Corp., Case No. 10-12610 (SCC); In re The Great Atlantic & Pacific Tea Company, Inc., Case

No. 10-24549 (RDD); In re Tronox Inc., Case No. 09-10156 (ALG); In re Frontier Airlines

Holdings, Inc., Case No. 08-11298 (RDD); In re Delphi Corp., Case No. 05-44481 (RDD); In re

Enron Corp., Case No. 01-15034 (AJG); In re Saint Vincents Catholic Medical Centers of New

York, Case No. 05-14945 (PCB); In re Tower Auto., Inc., Case No. 05-10578 (ALG); In re

Allegiance Telecom, Inc., Case No. Case No. 03-13057 (RDD); In re Ames Department Stores,

Case No. 01-42217 (REG); and In re Loews Cineplex Entertainment Corp., Case No. 01-40346

(ALG).

4. The Togut Firm has earned a reputation for efficiency and has worked

hard to develop and perfect the conflicts counsel business model so that it best serves the

interests of the estate. The Togut Firm has very specialized expertise in supplementing the work

of main counsel in the case without any unnecessary duplication of effort and indeed, has

previously worked closely with Milbank, Tweed, Hadley & McCloy LLP (“Milbank” or

“Committee Counsel”), the main counsel for the Committee in this case. Thus the professionals

at the Togut Firm are already well acquainted with the personnel, practices and procedures of

Committee Counsel and are well-positioned to provide any necessary legal services in a

complementary, non-duplicative manner.

5. Rather than be Committee Counsel’s “shadow,” standing behind the main

counsel and billing with no direct benefit to the estate, the Togut Firm has a proven ability to

efficiently perform services that do not require the breadth and depth of main counsel but that

nonetheless need to be performed as part of a chapter 11 case. These are pure bankruptcy


5

projects such as working on routine claims objections and executory contract rejections, just to

name two. They are the sort of services that do not require main counsel’s attention.

6. Both experience and common sense have proven that giving the Togut

Firm the role sought by the Committee allows the estate to benefit from a smaller firm’s

efficiencies in handling special projects involving bankruptcy administration. Equally important,

each special project educates the Togut Firm about the case in ways that help it to resolve other

disputes efficiently and, when speed is called for, to “hit the ground running.”

7. The result is that rather than shadow main counsel’s work, the Togut Firm

does its own work. Not only does this result in a cost savings to the estate but it addresses the

need of keeping my firm up to speed. Because it is involved in the case, the Togut Firm knows

what is going on but without duplicating the work of main counsel. Done right, there is no

duplication of effort at all.

8. The Togut Firm has reviewed: (a) the Debtors’ Chapter 11 petitions; (b)

the Affidavit of Antoinette P. McCorvey of Eastman Kodak Company pursuant to Rule 1007-2

of the Local Bankruptcy Rules for the Southern District of New York and all of the lists and

schedules annexed thereto; (c) the Debtors’ list of creditors holding the 50 largest unsecured

claims; (d) the list of parties-in-interest supplied by the Debtors to the Committee, attached

hereto as Schedule 1; (e) the docket for these jointly administered cases; and (f) select pleadings.

9. To the best of my knowledge, information and belief, with respect to the

Chapter 11 Cases, except as set forth herein, neither I nor any member, attorney or employee of

the Togut Firm has any connection with:

the Debtors or their current and recent non-debtor affiliates;

current and recent directors and officers of the Debtors;

the Debtors’ lenders and lienholders, and their counsel;


6

the Debtors’ five largest secured creditors; or

the Debtors’ 50 largest unsecured creditors.

10. Neither I nor any member, attorney or employee of the Togut Firm has

ever been a member, officer or employee of the Debtors or had an interest materially adverse to

the interests of the Debtors’ estates or any class of creditors or equity security holders by reason

of any direct or indirect relationship to, connection with, or interest in, the Debtors or any

member of the Committee.

11. The Togut Firm is a “disinterested person” as that term is defined in

section 101(14) of the Bankruptcy Code, in that the Togut Firm, its partners, counsel and

associates, except as disclosed herein:

(a) are not creditors, equity holders or insiders of the Debtors;

(b) are not and were not, within two years before the Petition Date, directors, officers or employees of the Debtors; and

(c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason.

12. I am not related, and to the best of my knowledge, no attorney at the Togut

Firm, aside from a junior associate, whose admission is pending, who is the granddaughter of the

Honorable Burton R. Lifland, Bankruptcy Judge, is related to any United States Bankruptcy

Judge in the Southern District of New York or to the United States Trustee or any employee

thereof.

13. Moreover, the Togut Firm is not disqualified from acting as the

Committee’s co-counsel merely because it may represent creditors, equity holders and/or other

parties-in-interest in matters unrelated to the Chapter 11 Cases.


7

14. The Togut Firm will periodically review its files during the pendency of

the Chapter 11 Cases to ensure that no conflicts or other disqualifying circumstances exist or

arise. If any new relevant facts or relationships are discovered or arise, the Togut Firm will use

its reasonable efforts to identify any such further developments and will promptly file a

supplemental affidavit as required by Bankruptcy Rule 2014(a).

THE TOGUT FIRM’S CONNECTIONS WITH PARTIES-IN-INTEREST IN MATTERS

UNRELATED TO THIS CHAPTER 11 CASE

15. The Togut Firm and certain of its partners, counsel and associates may

have represented in the past, and may likely represent in the future, parties-in-interest of the

Debtors in connection with matters unrelated to the Debtors and the Chapter 11 Cases. The

Togut Firm has reviewed the list of interested parties in the Chapter 11 Cases as identified above

for any connection it may have to those parties and has not found any.

16. In the event any new facts or relationships subsequently are discovered

during the pendency of the Chapter 11 Cases, the Togut Firm will supplement this declaration

and file the same with the Court.

PROFESSIONAL COMPENSATION

17. Subject to annual adjustment in January, in accordance with the firm’s

billing practices, the rates to be charged by the Togut Firm for services to be rendered to the

Committee shall be the same rates charged to other clients. The current hourly rates for Mr.

Togut, who will be the supervising partner for the matter, is $935. Additionally, the Togut

Firm’s current hourly rates range from $800 to $810 for other partners, $715 for counsel, $215 to

$675 for associates, and $145 to $285 for paralegals and law clerks. The Togut Firm will

promptly advise the United States Trustee of rate adjustments when they are made. The Togut


8

Firm will also seek reimbursement for actual, necessary expenses pursuant to section

330(a)(1)(B) of the Bankruptcy Code.

18. The Togut Firm intends to apply for compensation for professional

services rendered in connection with the Chapter 11 Cases, subject to this Court’s approval and

in compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Local

Bankruptcy Rules for the Southern District of New York (the “Local Rules”), further Orders of

this Court, and guidelines established by the United States Trustee on an hourly basis, plus

reimbursement of actual and necessary expenses and other charges that the Togut Firm incurs.

The Togut Firm will charge the Debtors’ estates hourly rates consistent with the rates it charges

in other matters of this type.

19. It is the Togut Firm’s policy to charge its clients for all other expenses

incurred in connection with the client’s case. The expenses charged to clients include, among

other things, photocopying, witness fees, travel expenses, certain necessary secretarial and other

overtime expenses, filing and recordation fees, long distance telephone calls, postage, express

mail and messenger charges, computerized legal research charges and other computer services,

expenses for “working meals” and telecopier charges. The Togut Firm will charge the Debtors’

estates for these expenses in a manner and at rates consistent with those it generally charges its

other clients and in accordance with the Local Rules and United States Trustee guidelines.

20. No promises have been received by the Togut Firm nor by any partner,

counsel or associate thereof as to compensation in connection with the Chapter 11 Cases other

than in accordance with the provisions of the Bankruptcy Code. The Togut Firm has no

agreement with any other entity to share with such entity any compensation received by the

Togut Firm in connection with the Chapter 11 Cases.


9

21. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the

foregoing is true and correct.

DATED: New York, New York March 30, 2012

/s/ Albert Togut ALBERT TOGUT


Schedule 1 to Togut Declaration

Debtors and Non-Debtor Affiliates Eastman Kodak Company 1680382 Ontario Limited 2397420 Nova Scotia Company Cinelabs (Beijing) Limited Cinesite (Europe) Limited Creo Asia Pacific Limited Creo Hungary Limited Liability Company Creo Hungary Prepress Consultancy LLC -

Luxembourg Branch Creo Korea Sales Branch Creo Manufacturing America LLC Creo New Zealand Sales Branch Creo Prepress Shanghai Limited Creo SRL Eastman Kodak Holdings B.V. Eastman Kodak International Capital

Company, Inc. Eastman Kodak Sarl Far East Development Ltd. FPC Inc. FPC Inc. (Italy Branch) Freundorf GmbH Gesellschaft for

Reprotechnik (Germany) Hokkaido Dia (Japan) Horsell Graphic Industries Ltd J. League Photo K.K. (Japan) K.K. East West (Japan) K.K. Kodak Information Systems KLIKK Pty. Ltd. Kodak Kodak (Australasia) Pty. Ltd. Kodak (China) Company Limited Kodak (China) Graphic Communications

Company Ltd. Kodak (China) Investment Company

Limited Kodak (China) Limited Kodak (Eastern Europe) Limited Kodak (Egypt) S.A.E. Kodak (Guangzhou) Technology Service

Company Limited Kodak (Hong Kong) Limited

Kodak (Malaysia) Sdn. Bhd. Kodak (Near East) Inc. - Dubai Branch Kodak (Near East) Inc. - Greece Branch Kodak (Near East) Inc. - Istanbul, Turkey

Branch Kodak (Near East), Inc. Kodak (Shanghai) Graphic Communications

Co. Ltd. Kodak (Shanghai) International Trading Co.

Ltd. Kodak (Singapore) Pte. Limited Kodak (Taiwan) Limited Kodak (Thailand) Limited Kodak (Wuxi) Company Limited Kodak (Xiamen) Company Limited Kodak (Xiamen) Digital Imaging Products

Company Limited Kodak A/S Kodak America Ltd. Kodak Americas, Ltd. Kodak Americas, Ltd. – Colombia Branch Kodak Americas, Ltd. – Peru Branch Kodak Americas, Ltd. – Uruguay Branch Kodak Argentina S.A.I.C. Kodak Asia Pacific Solutions Pte. Ltd. Kodak Aviation Leasing LLC Kodak Brasileira Comercio de Produtos

Para Imagem e Servicos Ltda. Kodak Canada Inc. Kodak Chilena S.A.F. Kodak Cinelabs Romania SRL Kodak Cinelabs S.A. Kodak Cinelabs SA (Greece) Kodak da Amazôia Indútria e Comécio

Ltda. Kodak de Mexico S.A. de C.V. Kodak Digital Product Center, Japan Ltd. Kodak Electronic Products (Shanghai)

Company Limited Kodak Export de Mexico, S. de R.L. de C.V. Kodak Gesellschaft m.b.H. Kodak GmbH


2

Kodak Graphic Communications Asia Pacific Pte. Ltd.

Kodak Graphic Communications Asia Pacific Pte. Ltd. – Korea Branch

Kodak Graphic Communications Canada Co.

Kodak Graphic Communications EAD Kodak Graphic Communications Limited Kodak Graphic Holding GmbH Kodak Holding GmbH Kodak IL Ltd. Kodak Imaging Network B.V. Kodak Imaging Network, Inc. Kodak Imaging Service (Shenzhen) Ltd. Kodak India Private Limited Kodak International Finance Limited Kodak Japan Ltd. Kodak Kft. Kodak Korea Ltd. Kodak Limited Kodak Limited Pakistan Branch Kodak Mexicana S.A. de C.V. Kodak Nederland B.V. Kodak New Zealand Limited Kodak Nordic AB Kodak Norge A/S Kodak OOO Kodak Oy Kodak Philippines Ltd – Philippines Branch Kodak Philippines, Ltd. Kodak Polska Sp. zo.o. Kodak Polychrome Graphics (Beijing)

Branch Kodak Polychrome Graphics (Hong Kong)

Ltd. Kodak Polychrome Graphics (Madeira) –

Serviços Ltd.

Kodak Polychrome Graphics (Madeira) – Serviços Ltd. Mexico Branch

Kodak Polychrome Graphics China Co, Ltd. Kodak Polychrome Graphics Company Ltd. Kodak Polychrome Graphics Cono Sur SA Kodak Polychrome Graphics Export SAFI Kodak Polychrome Graphics Finance UK

Ltd. Kodak Polychrome Graphics Hungary Kodak Polychrome Graphics Netherlands

Antilles NV Kodak Portuguesa Limited Kodak Portuguesa Limited – Dubai Branch Kodak Processing Companies Limited Kodak Realty, Inc. Kodak S.p.A. Kodak SA/NV Kodak Societe Anonyme Kodak Solutions, S.A.U. (Spain) Kodak Unterstüetzungs- Gesellschaft mbH Kodak Venezuela, S.A. Kodak Versamark Europe SA Kodak, S.A. KPG Finance (Barbados) SRL Laboratoires Kodak S.A.S. Laser-Pacific Media Corporation NPEC Inc. Oou Color (Japan) Pakon, Inc. Qualex Inc. RPB Marketing Company SAS Villiot-Marne Shanghai Da Hai Camera Co., Ltd. (China) Unifot, C.A. (Venezuela) Wheeling Insurance Ltd. Yamanashi RPB Supply Co

Committee Members and Professionals

Alvarez & Marsal Butzel Long Farrell Fritz, LLP Global IP Law Group Hogan Lovells International LLP Hogan Lovells US LLP

Jefferies & Company, Inc. Klestadt & Winters, LLP KPP Trustees Limited Milbank, Tweed, Hadley & McCloy LLP Pension Benefit Guaranty Corporation Perella Weinberg Partners


3

Primax Electronics Ltd. Ross Trustees Ltd. SNR Denton Sony Pictures Entertainment Inc. Stoock & Stoock & Lavan LLP Strategic Procurement Group

Stroock & Stroock & Lavan LLP Togut, Segal & Segal LLP U.S. Bank National Association Venable LLP Walmart Stores, Inc.

Debtors’ Proposed Professionals

FTI Consulting, Inc. Kurtzman Carson Consultants - Notice and

Claims Agent Lazard Freres & Co.

Linklaters LLP PricewaterhouseCoopers Sullivan & Cromwell LLP Young Conaway Stargatt & Taylor, LLP

Debtors’ 5% Shareholders

BlackRock Institutional Trust Company, N.A. Cascade Investment, LLC Vanguard Group Inc.

Nominee Holders of Debtors’ Shares of Debt and Equity

ABN AMRO Clearing Chicago LLC Portfo ABN AMRO Incorporated Albert Fried and Co LLC Amalgamated Bank Amalgamated Bank of Chicago American Enterprise Investment Services Ameriprise Associated Bank Green Bay NA Baird Robert W and Co Incorporated Banc of Americas Securities LLC Bank of America Lasalle Bank NA Bank of America National Association Barclays Bank Inc. LE Barclays Capital Inc. Barclays Capital Blackmont Capital Inc. BMO Nesbitt Burns Inc. BMO Nesbitt Burns Trading Corp SA BNP Paribas NY Branch BNP PAR BNP Paribas Prime Brokerage Inc. BNP Paribas Securities Corp BNY Convergex Execution Solutions LLC BNY Mellon

BNY Mellon JW Giddens Trustee Liq Lehman Bros

BNY Mellon Rabobank Intl Eq BNYMellon HSBC Bank PLC Paris Branch Branch Banking and Trust Co. Brown Brothers Harriman and Co. Brown Brothers Harriman and Co. ETF Caldwell Securities Ltd Canaccord Capital Corporation Cantor Fitzgerald and Co. Cavali ICLV SA CDS Clearing and Depository Services Charles Schwab and Co Inc. CIBC World Markets Inc. Citadel DG Citibank NA Citibank The Citigroup Private Bank Citigroup Global Markets Inc. City National Bank Clearstream AG Clearview Correspondent Services LLC Comerica Bank Commerce Bank of Kansas City NA


4

Compass Bank Trust Division Credit Agricole Secs USA Inc. Credit Suisse Securities USA LLC CREST International Nominees Limited Crews and Associates Inc. Crowell Weedon and Co. Custodial Trust Co. D A Davidson and Co. Daiwa Securities Trust Co. Davenport and Company LLC David Lerner Associates Inc. Desjardins Securities Inc. Deutsche Bank Securities Inc. Deutsche Bank Securities Inc. Cedar Dundee Securities Corporation Edward D Jones and Co. Edward Jones CDS ETrade Clearing LLC Fidelity Clearing Canada ULC CDS Fiduciary SSB Fiduciary Trust Company of Boston Fifth Third Bank First Clearing LLC First Southwest Co. Folio FN Investments Inc. George K Baum and Co. GMP Securities LP Goldman Sachs and Co. Goldman Sachs Bank USA Goldman Sachs Execution and Clearing Goldman Sachs International Haywood Securities Inc. HSBC Bank USA NA IPB HSBC Securities USA Inc. Huntington National Bank Ingalls and Snyder LLC Interactive Broker Retail Equity Clearing J P Morgan Clearing Corp. James I Black and Co. Janney Montgomery Scott LLC Jefferies and Co Inc. JJB Hilliard WL Lyons Inc. JP Morgan Securities Inc. Fixed JPMorgan Chase Bank Correspondence C JPMorgan Chase Bank IA JPMorgan Chase Bank NA

JPMorgan Chase Bank PCS Shared Services JPMorgan Chase Bank RBC JPMorgan Chase Bank Treasurer of Sta Keybank National Association King C L and Associates Inc. Knight Clearing Services LLC Laurentian Bank of Canada Lazard Capital Markets LLC Legent Clearing LEK Securities Corporation LPL Financial Corporation M and I Marshall and Ilsley Bank MacDougall MacDougall and Mactier Manufacturers and Traders Trust Co. Manulife Securities Incorporated Marsco Investment Corporation Merrill Lynch Pierce Fenner and Smith Merrimack Valley Investment Inc. Mesirow Financial Inc. MF Global Inc. Fixed Income Mizuho Trust and Banking Co. Morgan Keegan and Co Inc. Morgan Stanley and Co Inc. Morgan Stanley International Ltd Morgan Stanley Smith Barney Morgan Stanley Trust Natl Association National Financial Services NBCN Inc. Newedge USA LLC Equity Clrg Div Nomura Securities International Inc.

Affiliate PB Nomura Securities International Inc. c/o

ADP Proxy Services Nomura Securities Intl Inc. Northern Trust Co. Octeg LLC Odlum Brown Ltd CDS Oppenheimer and Co Inc. Optionsxpress Inc. Penson Financial Services Inc. Pershing LLC Securities Corporation PI Financial Corp Piper Jaffray and Co. PNC Bank NA PNC Bank NA Star Primevest Financial Services Inc.


5

Qtrade Securities Inc. Raymond James and Associates Inc. Raymond James and Associates Inc. Ray Raymond James Ltd CDS RBC Capital Markets Corporation RBC Dominion Securities Inc. Regions Bank Reliance Trust Co. Reliance Trust Company SWMS1 Research Capital Corporation Ridge Clearing and Outsourcing Solutions Royal Bank of Canada Royal Trust 1C Sanford C Bernstein and Co. LLC Scotia Capital Inc. Scottrade Inc. SEI Private Trust Co. SG AMERICA Smith Moore and Co. Southwest Securities Inc. SSB and T Co Client Custody Svcs SSB IBT BGI SSB SPDRs SSB Trust Custody State Street Bank and Trust Co. Stephens Inc. Sterne Agee and Leach Inc. Stifel Nicolaus and Co Inc. Stockcross Financial Services Inc. Stoever Glass and Co. Sumitomo Trust and Banking Co USA Suntrust Bank Sweney Cartwright and Co. TD Ameritrade Clearing Inc. TD Waterhouse Canada Inc. Texas Treasury Safekeeping Trust The Bank of New York Charles The Bank of New York Mellon

The Bank of New York Mellon Barclay The Bank of New York Mellon Commerzb The Bank of New York Mellon DBTC Ame The Bank of New York Mellon

FMSBONDS The Bank of New York Mellon HIBSB The Bank of New York Mellon ING Bank The Bank of New York Mellon SPDR The Bank of New York Mellon The Prud The Bank of NY Mellon DBTC AME The Bank of NY Mellon OZ Maste Timber Hill LLC TradeStation Group Inc. Tradition Asiel Securities Inc. Trust Industrial Bank Trustmark National Bank UBS AG Stamford Branch as Custodian UBS Financial Services LLC UBS Securities LLC UBS Securities LLC Securities Lending UMB Bank National Association Union Bank and Trust Co Union Bank of California NA US Bancorp Investments Inc. US Bank NA USAA Investment Management Co. Vanguard Group Inc. Vanguard Marketing Corporation Vision Financial Markets LLC Wachtel and Co Inc. Wedbush Morgan Securities Inc. Wells Fargo Bank National Association Wells Fargo Bank Safekeeping Service William Blair and Co LLC Wilmington Trust Co. Wilson Davis and Co Inc. Wulff Hansen and Co.

Current Directors and Officers of Eastman Kodak Company

Antoinette P. McCorvey Antonio M. Perez Augustin Melendez Brad W. Kruchten Dolores Kruchten Doug Edwards

Eric H. Samuels Gerard Meuchner Gustavo Oviedo Isidre Rosello Jack Bailey Jeremy Salesin


6

John Blake John O’Grady Kim Vangelder Kimberly Snyder Laura G. Quatela Michael Korizno Michael Marsh Nicoletta Zongrone Pat Sheller Patrick Sheller Philip J. Faraci Pradeep Jotwani Robert L. Berman Stephen Green Steven Decker Susan Tousi Susan Wylie

Terry R. Taber Timothy Lynch Victor Cho William Love Adam H. Clammer (Director) Delano E. Lewis (Director) Dennis F. Strigl (Director) Douglas R. Lebda (Director) Herald Y. Chen (Director) Joel Seligman (Director) Kyle Prechtl Legg (Director) Laura D’Andrea Tyson (Director) Michael J. Hawley (Director) Richard S. Braddock (Director) Timothy M. Donahue (Director) William G. Parrett (Director) William H. Hernandez (Director)

Current Directors and Officers of Affiliated Debtors

Arline Liberti Brad W. Kruchten Charles J. Ruffing Christaan Nel Craig Conti Cristobal Rojo Eduardo G. Reyes Edward F. Hurley Gilberto Farias Jesus Antonio Gutierrez Johanna Gravelle John O’Grady John Q. Li John Sperry John W. Bryant

Keith E. Powell Komal Sharma Luis Fernanado Medina Mark F. Haskell Mark R. Wright Martin Rosales Nilde Passanesi Patrick M. Sheller Regina Helfer Sergio Beas Susan M. Wylie Terrence E. Lee Victor Cho William A. Napoli William G. Love

Former Directors and Officers of the Debtors From Two Years Prior to the Filing Date

Debra L. Lee Hector de J. Ruiz Larry L. Hickey Paul A. Walrath Patrick Sheller Lawrence L. Hickey Warren A. Wisnewski Rong Mao

Kimberly A. Snyder William G. Tompkins Brian Burr John T. Nohelty William Roberts Michael A. Korizno Oscar Planas Flavio Gomes


7

Philip Faraci Madhav Mehra Joyce P. Haag Brian Burr Mary Jane Hellyar Leon D. Silverman Randolph D. Blim David M. Kiser Joseph G. Gabriel Judith Y. Carlson Jeffrey R. Neff Diane E. Wilfong Sharon E. Underberg Brad W. Kruchten Richard J. Baiardi David Glover

Katharine Mitchell Clint Pete Annette Read Mary Jane Hellyar Frank Sklarsky William J. Lloyd Essie L. Calhoun Jaime Cohen-Szulc Andrew Copley Jeffrey W. Hayzlett Judi Hess Kevin Joyce David Kiser Diane McCue Ying Ye

Top 50 Unsecured Creditors

Adecco S.A. Adobe Systems, Inc. Advanced Electronics Services Inc. Alcoa, Inc. Altek Corporation Amazon.com AOF Imaging Technology AT&T Corporation ATLC, Ltd. Avision Inc. Best Buy BMP America Cal-Comp Optical Electronics Carestream Health Champion PhotoChemistry International Collins Ink Corp. Cranel Incorporated CVS Datrose Inc.

Deutsch Inc. Disney Studios Felix Schoeller Holding GmbH & Co KG Flextronics International Ltd. Flint Group GE Richards Graphic Supplies Co. Inc. Genpact International Inc. Hydro Alum Deutschland GmbH IMAX Studios Infosys BPO Limited International Business Machines Co. Johnson Controls, Inc. Jos. Schneider Optische Werke GmbH Ketchum GmbH M&G Polymers USA LLC Mack Technologies Matsushita Electric Industrial Co., Ltd. Mitsubishi Chemical America Inc.

Top 100 Vendors

Adphos Digital Printing Gmbh Alcoa Inc.. Allen Myland Inc. Alliance Precision Plastics Alliance Storage Technologies Inc.

Alpine Demolition And Recycling LLC Ashland Chemical Company Atmos Energy Marketing LLC Austell Boxboard Corp Avision Inc.


8

Az Electronic Materials Basic Chemical Baumfolder Corporation Belcan Services Group Limited Bmp America Butler/Till Media Services Inc. C P Bourg S A Canon USA Inc. Champion Photochemistry S.L. Chemadvisor Inc. Collins Ink Corporation Degraf Inc. Diversified Nano Corporation EI Dupont De Nemours EMC Corporation Ep-Tech Computers Inc. Exopack Advanced Coatings LLC Felix Schoeller Technical Papers Fenner Precision Inc. Flextronics Electronics Technology Genie Manufacturing Georgia Power Glunz & Jensen Inc. Glunz and Jensen Graphic Systems Services Inc. Harison Toshiba Lighting Corp Heidelberg Americas Inc. Heights-USA Inc. Hunkeler Ag Paper Processing Hydro Aluminum Roller Products Ilford Imaging Ilford Imaging Switzerland Gmbh Industrial Chemicals Corp. Infosys Technologies Infotonics Technology Center Inc. Ink Jet Renew Intercontinental Packaging Inc. Itw Texwipe

Kofax Inc - Ers Lanxess Corporation Lite-On Technology Corp Mantych Metalworking Mcmann & Gray LP Mitsubishi Polyester Film Inc. Nexeo Solutions LLC Nippon Kayaku Co Ltd Nissan Chemical Amer Corp Northeast Equipment Services Inc. Nsx Operating Co LLC Nuance Communications Inc. -Ers Online Print Marketing Opti Temp Inc. Pall Trincor Panasonic Industrial Company Park Enterprises Park Place International Inc. Production Design Services Inc. Ram Precision Industries resstek Inc. Rochester Gas & Electric Corp Sanmina Sci Sanmina-Sci Corporation Schlegel Systems Inc. Schnitzer Southeast LLC Sekisui America Corporation Sentry Financial Corporation St Jean Photo Chemicals Tech Park Owner LLC Ten Cate Enbi Inc. (New York) Thilmany Papers LLC Triangle Precision Industries Inc. Tt Electronics Integrated Mfg Srvs Umc USA Univar USA Inc. Vwr International Inc. Xpedx International Paper

Parties to Major Litigation Including IP Litigation

Absher, Brenda, Individually and as

Administrator of Estate of Jerry Absher Anderson, Dianna, Administrator of Estate

of Charles Anderson Apostol, Daniela

Apple, Inc. Ascani, Richard Asia Optical Company, Inc. ATLC, Ltd.


9

Ault, Johnnie, Individually and as Administrator of Estate of Bryan Ault

Bagwell, Morris and Julia Bick, Joseph Carpenter, John J. Chamlee, Helen, Individually and as

Administrator of Estate of Thurman Lee Chamlee

Cirami, Beth Cochran, Daniel and Patsy Collins Ink Corporation Copeland, Michael Croy, John D’Ambrosia, Anthony Dean Baughman Industrial Services, LLC Duckie, Rennie DuPont Co. Epson Imaging Devices Corporation Estate of L.C. Gordon FastVDO LLC Freeman, Linda Frymire, Kelly Fujifilm Corp. Harvey, James & Joan Henderson, Jerry Hollis, Gregory & Mary Holub, Warren, Individually and as

Representative of Estate of Sandra Holub HTC Corporatoin Hynds, Stephen and Sylvia Jenkins, Mavis, Individually and as

Administrator of Estate of Peter Jenkins Joby, Inc.

Johnson, Donald Kabana, Ramona Kearney, James Kyocera Corp. Lee, Dong Ki Lucente, Darrell Marcantel, Clarence Marsh, Gene and Karla McCluskey, Gary and Carol Media Technologies Licensing LLC Michael, Thomas and Gail, Individually and

as Special Administrators of Estate of Thomas Matthew Michael

Morris, Stuart Morton, Donald Mosleh, Feisal S. Mowrer, Daryl Nohelty, John Normal IP Holdings LLC Northrup, Martin and Lucille Pardillo, Nilda Platinsky, Leslie and Janet Powell, Robert E. and Billy Price, Derrick, d/b/a Doc Mob Records and

IHIP HOP Music, LLC Profectus Technology Qualguard Inc. Rae, Shanna f/k/a Shanna Gaffney, as Parent

and Natural Guardian of Tremaine Rae Reaves, Moses Research In Motion Limited Richman, Aaron

Debtors’ Lenders

WEESP Unlimited Sun Chemical Corporation Bank of America Citigroup USA, Inc. Wells Fargo Bank, N.A.

Morgan Stanley PNC Bank, National Association Bank of New York Mellon Industrial and Commercial Bank of China Sumitomo Mitsui

Debtors’ Banks and Money Market Funds

Bank of New York Mellon Bank of America

Bank of Colorado-Front Range Bank of the West


10

Citibank, N.A. Citizens State Bank of Santa Clara Citizens State Bank of Lake Lillian ESL Federal Credit Union JP Morgan Chase Keybank PNC Bank

Ozark Mountain Bank Suntrust US Bank First National Bank of Texas Bank of Nova Scotia Wells Fargo

Debtors’ Significant Customers

Deluxe Laboratories Inc. Technicolor Inc. Foto-Kem Inds Inc. Home Box Office Warner Bros Studios Fac Walt Disney Company (The) 20th Century Fox TV Paramount - Features 20th Century Fox Film Universal - Features 70mm Inc (Imax) Warner Bros Inc. CBS Studio Center Cinetech Disney Features NFL Films Inc. Columbia Pictures Corp NT Audio Visual Supply Col Tristar Features Dreamworks Features Ycm Pmi Hly Credit Card One Time Library Of Congress Pmi NYC Credit Card/Student Onetime NBC Studios

Libcon Morton Jankel Zander Inc. Cineric Inc. Alpha-Cine Labs Inc. Colorlab Smuggler Dreamworks Skg Cinema Screen Media Tiffen Acquisition LLC B&H Photo Video Online Store One Time Use Rsa-Usa Inc. Nars Golden Era Studios Super 8 Sound HSI Productions Inc. B&H Photo Carestream Lions Gate Entertainment Cinetyp Inc. PCUSAF Continental Film Lab -Fl Helix Limited Dwaynes Photo Service Univ Of Wisc 1890081

Debtors’ Landlords

15 Bank Street, LLC 360 West 31st Street Property Investors II,

LLC. Allen, Allen & Allen Auburn Creekside, LLC BBH, Inc. CCPQLX, Ltd. County of Monroe

EOP-Embarcadero Place, LLC Fifteenth Dayton, LLC First Industrial, L.P. Heidelberg Americas, Inc. Herald Square LLC Hollis Street Investors II LLC Hunt Ventures, LLC Imation Corporation


11

Industrial Centers Corp. ITT Industries Inc. ITT Industries Space Systems, LLC Kado Southdale Investment, LLC Kettering Office Park, LLC Leavitt-Wolff Northwest Prop Louis & Henry Beckenstein Mary Jo Everhart

Merritt 7 Venture LLC Perimeter Summit Parcel 3 Limited

Partnership Quorum Center Associates LLC Tech Park Owner LLC Thompson National Properties, LLC Triangle Business Center Investors, LLC Waddell Industrial Park

Debtors’ Insurers

ACE (Westchester) Berkley Chartis Chubb Endurance FM Global Global Aerospace Hartford Liberty International Metropolitan Life Insurance Company

Old Republic Starr Marine State Funds Swiss Re Wheeling Insurance Ltd. (Non-Debtor

Subsidiary) X.L. XL Dublin XL Europe Zurich

Counterparties to Debtors’ Significant Contracts

284 Partners LLC 3m Company Abbott Laboratories Ability Enterprise Co., Ltd. Acacia Patent Acquisition LLC Accelerated Technology Inc. Acer Comm & Multimedia Inc. Adobe Systems Inc. Agfa Graphics N.V. Agfa-Gevaert A.G. Agra-Gevaert N.V. Air Products & Chemicals, Inc. Alfred University Allied Security Trust I Alps Electric Company Limited Altek Corporation Altek Lab, Inc. American Color Imaging Incorporated Aon Apple Computer, Inc. Applied Mechanical Technologies, Inc. Applied Science Fiction, Inc.

Arm Limited Arri Arnold & Richter Cine Technik Gmbh Asahi Optical Co. Ltd. Asanuma & Co. Ltd. Ascendlink Corporation Atari Corporation Atinav ATLC Avancept LLC Avera Pace Axsys Technologies, Inc. Barco Graphics N.V. Basf Ag Benq Corporation Betanet LLC Bobst S.A. Brother Industries Limited C.G. Bretting Manufacturing Co., Inc. Cambridge Display Technology Campos Group Incorporated Canon Electronic Business Machines (H.K.)

Co. Ltd.


12

Canon, Inc. Carestream Health Inc. Casio Computer Co., Ltd. CBS/ Paramount TV Cdi Corporation Celestica Cewe Color Ag & Co. Chikosky, Matthew A China Integrated Circuit Design- Center Christie Digital Systems, Inc. Clariant Produkte (Deutschland) Gmbh Colgin Cellars Colorbox (L) Bhd. Colorquick L.L.C. Columbia University Concord Camera Corporation Copal Co., Ltd. Corel Corporation Cornerstone Engineering Group, LLC CRA – Conestoga, Rovers Associates Creative Products Unlimited Inc. Creo Inc. Crown Photo Systems Inc. Crysoptix Kk CTP Centre Technique Du Papier Cycolor System Co. Ltd Cycolor, Inc. Dai Nippon Printing Co, Ltd. Dainippon Screen Manufacturing Company

Ltd. David J. Coffin Day International, Inc. Dblur Technologies, Limited Deluxe (North America) Dialog Semiconductor Gmbh Digital Imaging Systems Digital Printer S.R.L. Digna Management Limited Digna Management Limited Disc Link Corporation Disney Divio Incorporated DKP 70mm Inc. (IMAX) Document Security Systems, Inc. Dr Systems Inc. DreamWorks

DTS Communicate Dual Printing, Inc. DuArt Laboratory Dupont Teijin Films Dxg Technology Corporation Dynamedix Corporation E Ink Corporation ECRM Incorporated Eev Limited Emagin Corporation Equipment Providers Llc Ergonomic Group Inc. (EGI) ERM – Environmental Resources

Management ESS Technology Inc. ET&T Technology Company Limited European Commission F.C. Manufacturing Co., Ltd. Farsharp Industrial Corp. Felix Schoeller Felix Schoeller Holding Gmbh And

Company, Kg Ferrania S.P.A. Ferrania Technologies S.P.A. Flashpoint Technology Inc. Flexcon Company Flexics, Inc. Flextronics Foto Ivko Foto Kem Industries Fox TV Fuji Photo Film Co Ltd/Canon/Matsushita

Electric Fuji Photo Film Co., Ltd. Funai Electric Co., Ltd. Gelogica Getronics USA Inc. Goko Camera Co. Ltd. Golder Google Inc. Grapheo Sarl Gretag Imaging Ag Gretag Imaging Group Inc. Gretag Imaging Holding Ag Gretag Imaging Inc. Group 47, LLC


13

Haley and Aldrich Halina Investments Limited Hallmark Cards Hamamatsu Photonics K.K. Harter Secret and Emory (HSE) Law Heidelberg Heidelberg Digital Llc Heidelberger Druckmaschinen Ag Hewlett Packard Company Hewlett Packard Company/Displaytech

Incorporated Hoffmann-Laroche/Cetus/Chiron Hyundai Electronics Industries Co., Ltd. IBM Ignis Innovation Inc. Ilford Limited Imagraph Corporation Imation Corporation Imax Corporation IMEC Immunex/Immunology Ventures Indiana Repertory Theatre Industrial Technology Research Institute

(ITRI) Inkjet Systems Gmbh & Co. Kg Innography Inc. Insilica, Inc. Intel Corporation International Manufacturing And

Engineering Services Co., Ltd. Istda Kommunikationssysteme Jerome H. Lemelson JVC - Victor Company Of Japan, Ltd. Kaleidoflex Technologies, Inc. Kao Corporation Katun Corporation Keller Crescent Company KIS Kodak Polychrome Graphics LLC Kofax Image Products, Inc. Konica Corporation Konica Minolta Konica Minolta Photo Imaging Inc. Koninklijke Philips Electronics N.V. Kyocera Corporation L&F Products Inc.

Labogiken Co., Ltd. Lasergraphics, Inc. Lazard Freres Lee Memorial Health System Leica Camera Ag Lentigraphics, Corp. Lexis Nexis Lexmark International, Inc. LG Electronics Inc. Lifepics, Inc. Lifetouch Inc. Lions Gate Entertainment Inc. Lite Array, Inc. Lite-On Technology Corporation Lucht Inc. MacGillivray Freeman Maclaren Endeavors Dba Printegration Macri, Dr. James N. Magnequench International, Inc. Malata Group (Hk) Limited Mandate Pictures (Lions Gate Subsidiary) Marvel Studios Massachusetts Institute Of Technology Master Data Center Master Data Center Mathematica Inc. Matsushita Electric Industrial Co., Ltd. Matsushita Electric/Canon/Fuji Photo Film Matti Technology Ag Mayo Foundation Mclean Hospital Corporation Mcs Services, Inc. Medsyntech Corporation Micropatent LLC Microsoft Corporation Microtek International Inc. Mikkelsen Mimaki Engineering Co. Ltd. Minolta Co., Ltd. Mipi Alliance Inc Mirage Systems, Inc. Mistretta, J.C. Mitsubishi Chemical Corporation Mitsubishi Digital Electronics America, Inc. Mitsubishi Electric & Electronics Usa Inc. Mitsubishi Paper Mills Ltd.


14

Montana State University Mooney Engineering, Inc. Morgan Creek Productions Motorola Inc. Mouyen, Dr. Nalge Nunc International Corporation Nashua Corporation Natcore Technology, Inc. National Center For Manufacturing Sciences National Electronics Mfg Initiative Inc. Navteq NBC Universal Inc. Nec Corporation Nexpress Solutions Llc NFL Films Nikon Corporation Nilsson, Stefan Nitto Denko Corporation Nokia Corporation Noritsu (Deutschland) Gmbh Noritsu Koki Co., Ltd. Nortronics Company Inc. Novomer Inc. Nu Image Oce Printing Systems Gmbh Ofoto, Inc. Olympus Corporation Olympus Optical Co., Ltd. Omnivision Technologies, Inc. Opsys Limited Oracle Corporation (Sun Microsystems) Oriental Photo Industrial Co., Ltd. Ortho-Clinical Diagnostics Orwo Gmbh Ig Osterhout Design Group Otomo Seisakusho Pacific Image Electronic Co., Ltd. Panini America, Inc. Paramount Patentfreedom LLC Phogenix Photo-Me International Plc Photonixware Inc. Picture Magician Incorporated Picture Network International Ltd Picturevision Inc.

Polaroid Corporation Practiceworks Systems LLC Premier Camera Taiwan Ltd. Presstek, Inc. Preston Gates & Ellis LLP Princeton Digital Image Corporation Printable Technologies Inc. Printing Partners, Inc. Pyxalis S.A.S. Qualex Inc. Quantum Management Inc. R.R. Donnelley & Sons Company R.R. Donnelley Business Radworks Corporation Reed Smith LLP Reel Deal Theaters Reprographic Technology International Litd. Research Foundation Of Suny Binghamton Rexham Industries Corporation Ricoh Company, Ltd. Roberts, Marc K Rochester Precision Optics, LLC Rushing, Allen J. Safai Universal S.C.A.R.L. Safeway Incorporated Sakar International Inc. Samorlana LLC (Dba Art Litho) Samsung Electronics Co., Ltd. Samsung Sdi/Nec/Snmd San Marco Imaging S.R.L. San Marco Imaging S.R.L. Sanyo Electric Company, Ltd. Sanyo Electric Co., Ltd. Scitex Corporation Ltd. Screentone Systems Corporation Sd-3c LLC Seagate Technology, Inc. Seiko Precision Inc. Semiconductor Energy Laboratory Semprius, Inc. Serious Materials Shinko Electric Co., Ltd. Sigma Corporation Silicon Optix Inc. Sinpo Optical Co., Ltd.


15

Smart System And Technology Commercialization Center (Stc) (Formerly Infotonics)

Smithkline Beecham Plc Snmp Research International, Inc. Sony Sony Corporation Sony Ericsson Mobile Communications Ab Source Two Inc. Southern Lithoplate, Inc. Southwest Research Institute Speasl, Jerry Spectratech International, Inc. SPP Process Technology Systems (Spts),

Atl Division St. Clair Intellectual Property Consultants,

Inc. Summit Entertainment LLC Sun Chemical Group B.V. Sun Microsystems, Inc. SVTC Technologies Sweet Technologies Inc. Synergy Research Corporation Systel International Spa Taiwan Semiconductor Manufacturing Co.,

Ltd. Tamarack Technologies Inc. Technicolor (North America) Technicolor, Inc. Technigraph Ltd. Tesseron Ltd. Think Laboratory Co. Ltd Think Patented Thomson Reuters (Scientific) Inc.

Toptronic Industrial Co Ltd Torch Technologies LLC Torrey Pines Research Tottori Sanyo Electric Co., Ltd. Touchpoint Solutions Inc. Trelleborg Engineered Systems Italy Spa Ulvac Technologies Inc. United Micromachining Corp. United Parcel Service Universal Biosensors Pty Limited Universal Serial Bus University Of Cincinnati URS Vanguard Group, Inc. Varian Medical Systems Inc. Victor Hasselblad Ab Viking Vineyard 29 W. Haking Enterprises Ltd. Walgreen Co. Walt Disney World Company Wang Laboratories, Inc. Warner Brothers Washington University Wells Fargo Bank Na West Electric Co., Ltd. Whetstone Electronics, LLC Whetstone Electronics, LLC White Mountain Imaging Wipro Technologies Xerox Corporation Xstream Systems, Inc. (Xsi) Ziptronix

State Environmental and Regulatory Agencies

Alabama Department of Environmental

Management Alan Wilson, Attorney General, South

Carolina Alaska Department of Environmental

Conservation Ann Arbor City Treasurer (Washtenaw) Arcadia City Collector (Trempealeau)

Arizona Department of Environmental Quality

Arkansas Department of Environmental Quality

Ashland Municipal Tax Collector Attleboro Municipal Tax Collector Ayer Municipal Tax Collector Bartlett City Beaver Dam City Collector (Dodge)


16

Boston Municipal Tax Collector Braintree Municipal Tax Collector Brown County California Environmental Protection Agency Calvert County Tax Collector Canton Municipal Tax Collector Carroll County Tax Collector Catherine Cortez Masto, Attorney General,

Nevada Chelmsford Municipal Tax Collector Chris Koster, Attorney General, Missouri City of Baltimore City of Frederick City Of Hagerstown City Of Westminster Clinton Municipal Tax Collector Coldwater City (Branch) Colorado Department of Public Health and

Environment Connecticut Department of Environmental

Protection Connecticut Secretary of State County of Monroe – BONY Cudahy City Collector (Milwaukee) Dallas County Collector Danvers Municipal Tax Collector Darrell V. McGraw, Jr., Attorney General,

West Virginia David Luie, Attorney General, Hawaii DC Department of the Environment Delavan City Collector (Walworth) Delaware Department of Natural Resources

and Environmental Control Delaware Division of Revenue Denver County Tax Collector Derek Schmidt, Attorney General, Kansas Detroit City Treasurer (Wayne) Douglas County Tax Collector Dustin McDaniel, Attorney General,

Arkansas Easton, Town of Eau Claire County Treasurer Edgerton City Collector (Rock) Edward T. Buckingham, Attorney General,

Northern Mariana Islands Ellis County Collector

Eric H. Holder, Attorney General, United States

Eric Schneiderman, Attorney General, New York

Everett Municipal Tax Collector Fitchburg Municipal Tax Collector Florida Department of Environmental

Protection Forrest County Tax Collector Gary King, Attorney General, New Mexico George Jepsen, Attorney General,

Connecticut Georgia Environmental Protection Division Germantown Village Collector

(Washington) Greg Abbott, Attorney General, Texas Greg Phillips, Attorney General, Wyoming Greg Zoeller, Attorney General, Indiana Gregg Co. - County Tax Office Guam Environment Protection Agency Guillermo Somoza-Colombani, Attorney

General, Puerto Rico Hall County Tax Collector Hanover Municipal Tax Collector Harford County Tax Collector Harris Co. - Aldine ISD Harris Co. - Clear Creek I.S.D. Harris Co. - Goose Creek CISD Harris Co. - Katy I.S.D. Harris County Chief Appraiser Hawaii Department of Land & Natural

Resources Idaho Department of Environmental Quality Illinois Environmental Protection Agency Indiana Department of Environmental

Management Indiana Secretary of State Internal Revenue Service International Trade Commission Iowa Department of Natural Resources Irvin Nathan, Attorney General, District of

Columbia J.B. Van Hollen, Attorney General,

Wisconsin Jack Conway, Attorney General, Kentucky


17

James Caldwell, Attorney General, Louisiana

Jim Hood, Attorney General, Mississippi John Burns, Attorney General, Alaska John Kroger, Attorney General, Oregon John Suthers, Attorney General, Colorado Jon Bruning, Attorney General, Nebraska Joseph Biden, III, Attorney General,

Delaware Kalamazoo City Treasurer (Kalamazoo) Kamala Harris, Attorney General, California Kansas Department of Health &

Environment Ken Cuccinelli, Attorney General, Virginia Kentucky Department for Environmental

Protection Kimberly Village Collector (Outagamie) Lancaster County Tax Collector Lawrence Wasden, Attorney General, Idaho Lee County Tax Collector Lenny Rapadas, Attorney General, Guam Linda L. Kelly, Attorney General,

Pennsylvania Lisa Madigan, Attorney General, Illinois Lori Swanson, Attorney General, Minnesota Louisiana Department of Environmental

Quality Louisiana Secretary of State Lowell Municipal Tax Collector Madison City Collector (Dane) Maine Department of Environmental

Protection Mark Shurtleff, Attorney General, Utah Marty J. Jackley, Attorney General, South

Dakota Maryland Department of the Environment Massachusetts Department of

Environmental Protection Michael Delaney, Attorney General, New

Hampshire Michigan Department of Environmental

Quality Middleton City Collector (Dane) Mike Dewine, Attorney General, Ohio Milwaukee City Collector (Milwaukee) Minnesota Pollution Control Agency

Mississippi Department of Environmental Quality

Missouri Department of Natural Resources Montana Department of Environmental

Quality Montgomery County Natick Municipal Tax Collector NC Department of Environment & Natural

Resources Nebraska Department of Environmental

Quality Nevada Division of Environmental

Protection New Hampshire Department of

Environmental Services New Iberia City Collector New Jersey Department of Environmental

Protection New Jersey Department of Treasury New London City Collector (Outagamie) New Mexico Environment Department New York Department of Environmental

Conservation Newbury Municipal Tax Collector Newburyport Municipal Tax Collector Newton Municipal Tax Collector Niles City Treasurer (Berrien) North Dakota Department of Health –

Environmental Health Section Northampton Municipal Tax Collector Nueces Co. - County Tax Office Occupational Safety and Health

Administration Oconto City Collector (Oconto) Ohio Department of Taxation Ohio Environmental Protection Agency Oklahoma Department of Environmental

Quality Oregon Department of Environmental

Quality Palmer Municipal Tax Collector Pam Bondi, Attorney General, Florida Paula T. Dow, Attorney General, New

Jersey Peabody Municipal Tax Collector


18

Pennsylvania Department of Environmental Protection

Pension Benefit Guaranty Corporation Peter Kilmartin, Attorney General, Rhode

Island Pittsfield Municipal Tax Collector Platteville City Collector (Grant) Prince George's County Tax Collector Puerto Rico Departmento de Recursos

Naturales y Ambientales Quincy Municipal Tax Collector Rhode Island Department of Environment

Management Ripon City Collector (Fond Du Lac) Rob McKenna, Attorney General,

Washington Robert E. Cooper, Jr., Attorney General,

Tennessee Roy Cooper, Attorney General, North

Carolina Salem Municipal Tax Collector Salisbury City Sam Olens, Attorney General, Georgia Sarpy County Tax Collector Scott Pruitt, Attorney General, Oklahoma Smith County Tax Collector Somerville Municipal Tax Collector South Carolina Department of Health &

Environmental Control South Dakota Department of Environmental

& Natural Resources State of Alaska State of Hawaii Sterling Heights City Treasurer (Macomb) Steve Bullock, Attorney General, Montana Stoneham Municipal Tax Collector Sussex Village Collector (Waukesha) Tarrant Co. - Grapevine/Colleyville Tarrant County Tax Assessor-Collector Tarrant County Tax Assessor-Collector Taunton Municipal Tax Collector Taylor City Treasurer (Wayne) Tecumseh City Treasurer (Lenawee) Tennessee Department of Environment &

Conservation

Texas Commission of Environmental Quality

The Pensions Regulatory (UK) Tom Horne, Attorney General, Arizona Tom Miller, Attorney General, Iowa Town of East Greenbush: Town & County

(Rensselaer County) Town of Greece - BONY Trimbelle Town Collector (Pierce) United States Department of Labor United States Environmental Protection

Agency United States Securities and Exchange

Commission Utah Department of Environmental Quality Vermont Department of Environmental

Conservation Vincent Frazer, Attorney General, Virgin

Islands Virginia Department of Environmental

Quality Wake County Waltham Municipal Tax Collector Warren City Treasurer (Macomb) Washington Department of Transportation’s

Environmental Services Waukesha County Treasurer Waupaca City Collector (Waupaca) Wayne Stenehjem, Attorney General, North

Dakota West Allis City Collector (Milwaukee) West Virginia Department of Environmental

Protection Westfield Municipal Tax Collector Westford Municipal Tax Collector Whitewater City Collector (Walworth) Whitman Municipal Tax Collector Wicomico County Tax Collector William H. Sorrell, Attorney General,

Vermont William J. Schneider, Attorney General,

Maine Wilmington Municipal Tax Collector Wisconsin DNR Environmental Protection Woburn Municipal Tax Collector


19

Wyoming Department of Environmental Quality

Wyoming Secretary of State

Debtors’ Indenture Trustees The Bank of New York Mellon (Indenture

dated Jan. 1, 1988, together with 5 supplemental indentures dated Sept. 6, 1991, Jan. 26, 1993, Mar. 1, 1993 and Oct. 10, 2003, governing the 9.95% Senior Notes Due 2018 and the 9.20% Senior Notes Due 2021)

The Bank of New York Mellon (Indenture dated Sept. 23, 2009, governing the 7.00% Convertible Senior Notes Due 2017)

The Bank of New York Mellon (Indenture dated Sept. 29, 2009)

The Bank of New York Mellon (Indenture dated Mar. 5, 2010, governing the 9.75% Notes Due Mar. 1, 2018)

The Bank of New York Mellon (Indenture dated Mar. 15, 2011 governing the 10.625% Notes Due Mar. 15, 2019)

Utilities

Alpha Coal Sales Co. LCC Amerada Hess Corporation Ameren Ue American Electric Power Ashland Chemical Co. Aspen Waste AT&T Atmos Energy Atmos Energy Marketing LLC Avaya Inc. Bowe Bell + Howell Company Burbank Water & Power Carestream Health Inc. Centurylink Chevron Corporate Account Cincinnati Bell Telephone City Of Bethlehem-Water & City Of Dallas City Of Durham City of Greeley City of Los Angeles City Of Novi City of O’Fallon City of Peabody City of Rochester City of San Diego Treasurer City of Weatherford

Columbus Water Works Comcast Comporium Communications Connecticut Light & Power Connecticut Natural Gas Corp Consol Energy Inc. Consolidated Communications Consumers Energy County of Monroe Dakota Environmental Services LLC Dayton Power and Light Company, The Dekalb County Georgia DTE Energy Duke Energy Carolinas LLC Eastern Propane Gas Inc. Embarq Energetix Inc. Fleet One LLC Frontier Communications Gas Company, The Georgia Natural Gas Georgia Power Company Global Petroleum Granite Telecommunications LLC Guardian Waste Group Hanover Twp Water & Sew Holden Oil Inc.


20

Imation Corporation Integrys Energy Services Intercall Inc. Kaman Industrial Technologies Laclede Gas Company Los Angeles Dept of Water and Power Massachusetts Electric Co. Metropolitan District Monroe County Pure Water Monroe County Water Authority Montgomery County Water Services Multiple Intervenors Naughton Energy Corp. Noco Energy Corp. Oracle Conversion Vendor Orlando Utilities Comm Patriot Coal Corporation Peabody Municipal Light Plant PG&E Poudre Valley Rea PPL Electric Utilities Proliance Energy LLC Public Service Company of Colorado Qwest

Rochester Gas & Electric Corp. Rochester Pure Waters District San Diego Gas & Electric Company Southern Cal Edison Sprague Energy Corp. Sprint State Fuel Co., Inc. TDS Metrocom Team Petroleum LLC Time Warner Cable T-Mobile Town of Windsor Tra-Lin Corp Txu Energy UGI Energy Services Inc. Vectren Energy Delivery Verizon Verizon California Verizon Online Verizon Wireless Waste Management – Upstream Waste Management of Alameda Co. Welsh Companies LLC XO Communications

Other Potential Parties in Interest

Ad Hoc Committee of Second Lien

Noteholders Airgas, Inc. (and related Airgas entities) Alden Global Capital ALTC, Ltd. AOF Imaging Technology (USA) Inc Apple Inc. Aradiant de Mexico, S. de R.L. de C.V. Archview L.P. AT&T Corp. ATLC, Ltd. Avenue Capital Group BagcraftPapercon Barclays Capital Bennett Management Corporation Blackstone Brevan Howard Investment Products

Limited Brown Printing Company

Burleson ISD C.P. Bourg, Inc. C.P. Bourg, S.A. Canon USA, Inc. Capital Ventures International c/o

Susquehanna Advisors Group, Inc. CaremarkPCS Health, L.L.C. Carrollton-Farmers Branch ISD Cinesite (Europe) Limited Citicorp North America, Inc. City of Coppell City of Highland Park Collins Ink Corporation Coppell ISD Craig T. Fessenden Credit Suisse AG Global Credit Products CVS Caremark Corp. D. L. Peterson Trust Dallas County


21

Dell Marketing, L.P. Deutsche Bank Securities Inc. EKCC d/b/a Imaging Financial Services,

Inc. Ellis County Flextronics Corporation (and its affiliates) Fotomat Corporation Gelco Corporation d/b/a GE Capital Fleet

Services General Electric Capital Corporation G-H-G Realty Company LLC Global OLED Technology, LLC Grayson County Greenlight Capital, Inc. Gregg County GSO Capital Partners Hewlett-Packard

Company Hewlett-Packard Development Company,

L.P. Highland Park ISD Hunt County Hydro Aluminium Deutschland GmbH Hydro Aluminium Rolled Products GmbH Imaging Financial Services, Inc. Iron Mountain Information Management,

Inc. Irving ISD J.P. Morgan J.P. Morgan Investment Management Inc. Johnson County Knighthead Capital Management, L.L.C. KPP Trustees Limited KS Management Corp. Lewisville Independent School District

(ISD) Linden Advisors LP Litespeed Partners, L.P. Mitsubishi Kagaku Imaging Corp. Morgan Stanley & Co., LLC MVP Health Care, Inc. MVP Health Plan, Inc. MVP Select Care, Inc. NBCUniversal Media, LLC Oki Data Americas, Inc. Old Republic Insurance Company Optimation Technology, Inc.

Paramount Pictures Corporation Parker CAD PHH Vehicle Management Services, LLC PNC Merchant Services RBS Global Banking & Markets Richardson ISD River Birch Capital, LLC Rousselot Holdings Inc. Rousselot Peabody Inc. RPB Marketing Company Sanmina-SCI Sony Pictures Entertainment, Inc. Strategic Procurement Group, Inc. Sun Chemical Corporation Tarrant County Tech Park Owner LLC Telisimo International Corporation The Bank of New York Mellon, as Trustee The Blackstone Group The D.E. Shaw Group The D.L. Peterson Trust The von Liebig Office, Inc. Toray Plastics (America), Inc. U.S. Bank National Association, as

Indenture Trustee (for the 7.25% Senior Notes due 2013, the 9.20% Debentures due 2021, the 9.95% Debentures due 2018 and the 7.00% Convertible Senior Notes due 2017)

UBS Securities LLC Xpedx, a Division of International Paper

Company Yamanashi RPB Supply Co


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