Docket #0724 Date Filed: 12/23/2010

Scott A. McMillan, Cal. Bar. No. 212506

Evan A. Kalooky, Cal. Bar No. 247851
The McMillan Law Firm, APC
4670 Nebo Drive, Suite 200
La Mesa, CA 91941-5230
Telephone: (619) 464-1500 x 14
Facsimile: (206) 600-5095

Attorneys for Lyme Regis Partners, LLC,

a New York Limited Liability Company

Appearing Pro Hac Vice

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11

BLOCKBUSTER INC., et al., Ch. 11 Case No. 10-14997-brl

Debtors. Jointly Administered Cases

Lyme Regis Partners, LLC, a New York ADVERSARY COMPLAINT FOR

Limited Liability Company, EQUITABLE SUBORDINATION
Plaintiff, AND RECHARACTERIZATION

v.

Carl Icahn, Icahn Partners LP, Icahn

Partners Master Fund LP, Icahn Partners
Master Fund II L.P., Icahn Partners
Master Fund III L.P., Icahn Capital LP,
and Icahn Associates Corp,

Defendants

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1014997101223000000000089
I. INTRODUCTION AND BACKGROUND

1. Debtor Blockbuster Inc.’s (“Debtor”) voluntarily filed a Chapter 11 bankruptcy

proceeding with this court on September 23, 2010. The following affiliated companies

voluntarily filed Chapter 11 bankruptcy proceedings on the same day: Blockbuster

Canada Inc.; Blockbuster Digital Technologies Inc.; Blockbuster Distribution, Inc.;

Blockbuster Gift Card, Inc.; Blockbuster Global Services Inc.; Blockbuster International

Spain Inc.; Blockbuster Investments LLC; Blockbuster Procurement LP; Blockbuster

Video Italy, Inc.; Movielink, LLC; Trading Zone, Inc.; and B 2 LLC.

II. JURISDICTION AND VENUE

2. This court has jurisdiction over this action pursuant to 28 U.S.C. §§ 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. § 157. Venue is proper in this

District pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief

sought herein are 11 U.S.C. §§ 502(a), 509(a), 510(c), and Federal Rules of Bankruptcy

Procedure (“FRBP) Rule 7001(2) and (8).

III. PARTIES

3. Creditor-Plaintiff Lyme Regis Partners, LLC (“Lyme Regis”), a New York

Limited Liability Company, is currently a holder of more than $570,000 of Debtor’s 9%

Senior Subordinated Notes (“Senior Unsecured Notes”).

4. Carl Icahn, an individual, is a resident of New York, New York, and served on

the Board of Directors for the Debtor. Mr. Icahn, directly or indirectly (through the

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 2

defendant entities identified below), owns or controls a portion of Debtor’s Senior

Secured Notes Due 2014 (“Senior Secured Notes”). Plaintiff is informed and believes

that, at all relevant times, including May 11, 2005 to the present, Mr. Icahn has been an

insider of the Debtor. To the extent Mr. Icahn was not a statutory insider at any relevant

time, Plaintiff is informed and believes that Mr. Icahn was a non-statutory insider during

that time.

5. Icahn Partners LP, is a Delaware limited partnership, and on information and

belief, holds Debtor’s Senior Secured Notes.

6. Icahn Partners Master Fund LP, is a Cayman Islands limited partnership, and on

information and belief, holds Debtor’s Senior Secured Notes.

7. Icahn Partners Master Fund II L.P., is a Cayman Islands limited partnership,

and on information and belief, holds Debtor’s Senior Secured Notes.

8. Icahn Partners Master Fund III L.P., is a Cayman Islands limited partnership,

and on information and belief, holds Debtor’s Senior Secured Notes.

9. Icahn Capital LP, is a Delaware limited partnership, and on information and

belief, holds Debtor’s Senior Secured Notes.

10. Icahn Associates Corp, is a Delaware limited partnership, and on information

and belief, holds Debtor’s Senior Secured Notes. On information and belief, Mr. Icahn is

the Chairman or Chief Executive Officer of Icahn Associates Corp.

11. Collectively, Defendants Icahn Partners LP, Icahn Partners Master Fund LP,

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 3

Icahn Partners Master Fund II L.P., Icahn Partners Master Fund III L.P., Icahn Capital

LP, and Icahn Associates Corp., are referred to in this Complaint as Mr. Icahn’s

“Affiliates.”

IV. FACTUAL ALLEGATIONS

12. On November 11, 2004, shortly after the Debtor split from Viacom Inc., Mr.

Icahn and/or his Affiliates began to buy equity in the Debtor. Plaintiff is informed and

believes that Mr. Icahn and/or entities controlled by Mr. Icahn purchased over 26 million

shares of Debtor’s common stock. On May 11, 2005, after a proxy battle, Mr. Icahn and

two associates, Strauss Zelnick (“Zelnick”) and Edward Bleier (“Bleier”), were elected to

Debtor’s Board of Directors (“the Board”). Zelnick and Bleier are still active members of

the Board. In November 2005, Plaintiff is informed and believes that Mr. Icahn and/or

entities controlled by Mr. Icahn purchased $38,000,000 of Debtor’s preferred stock.

13. On or about July 2, 2007, Mr. Icahn and the Board appointed James W. Keyes

(“Keyes”) as Debtor’s Chairman and Chief Executive Officer.1 On or about September

12, 2007, Mr. Icahn and the Board appointed Thomas M. Casey (“Casey”) as Debtor’s

Executive Vice President and Chief Financial Officer. On or about October 15, 2007,

Mr. Icahn and the Board appointed Eric H. Peterson (“Peterson”) as Debtor’s Executive

Vice President, General Counsel & Secretary.

14. In 2008, Plaintiff is informed and believes that Mr. Icahn offered to

1
See, Blockbuster, Inc. Press Release: “Blockbuster Appoints Former 7-Eleven CEO James W.
Keyes Chairman and CEO,” dated July 2, 2007.

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 4

underwrite Debtor’s potential acquisition of Circuit City, demonstrating his potential

influence over the Debtor’s financial affairs.

15. Beginning no later than July 1, 2009, Debtor was unable to meet maturing

obligations as they fell due in the ordinary course of business. Debtor was therefore

“equitably insolvent,” as that term is used within the meaning of Delaware law.

16. On September 14, 2009, via a press release, the Debtor announced a

“Proposed Offering of Senior Secured Notes” for up to $340 million.2 The Debtor

planned to “use the proceeds of the Notes to repay all outstanding indebtedness under the

Company’s revolving credit facility and its revolving asset-based loan facility in Canada,

to fund fees and expenses of the transaction, and for general corporate purposes.”

Furthermore, per the initial terms announced on September 14, 2009, the Senior Secured

Notes would only be “guaranteed by the Company’s domestic subsidiaries that guarantee

the Company’s indebtedness under the [existing] credit agreement,”3 and would have

been secured by a “lien having equal priority to liens granted under the Company’s

[existing] credit agreement.” 4

17. Twenty-four hours later, on September 15, 2009, the Debtor announced its

intention to implement a proposed amendment of its credit agreement and an extension of

2
See, Blockbuster, Inc. Press Release: “Blockbuster Inc. Announces Proposed Offering of Senior
Secured Notes,” dated September 14, 2009.
3
See, Blockbuster Inc. Form 8-K, dated September 14, 2009.
4
Id.

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 5

its Term Loan B Facility (“Term Loan B”).5 Among the proposed terms: (i) the Debtor

planned to extend the final maturity to May 31, 2012; (ii) to permit the divestiture of

international assets; (iii) to permit the issuance of a portion of the Senior Secured Notes

contemplated in the September 14, 2009 announcement; and (iv) to reduce the quarterly

mandatory amortization payments of the extended Term Loan B as compared to the non-

extended Term Loan B.

18. Seventy-two hours after Debtor’s September 14, 2009 press release, in a Form

8-K dated September 17, 2009, the Debtor announced the issuance of “$675 Million of

Senior Secured Notes Due 2014,” effectively increasing the size of the securities offering

by 98.5% ($335 million) in three days.

19. On or before October 1, 2009, the Board approved the issuance of the $675

million in Senior Secured Notes, an amount Plaintiff is informed and believes to be $97.1

million greater than the principal sum received, and $335 million more than the initial

$340 million amount announced in the proposed offering on September 14, 2009.6

20. Thus, the Debtor issued five-year debt, in name only, as Plaintiff is informed

and believes that $498 million (74% of the initial principal amount) of the principal

amount would very likely to be due within just two years and eight months after issuance.

21. Plaintiff is informed and believes that the risk of the Senior Secured Notes

5
See, Blockbuster Inc. Form 8-K, dated September 15, 2009.
6
See, Blockbuster, Inc. Press Release “Blockbuster Inc. Announces Pricing of Senior Secured
Notes,” dated September 17, 2009.

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 6

Transaction fell squarely on the shoulders of the holders of Debtor’s existing 9.00%

Senior Unsecured Notes due September 2012, who found themselves sitting behind a pre-

maturity redemption right that would, on May 31, 2012, “require [Debtor] to repurchase

all or any part of their Notes at a purchase price in cash equal to 100%” of the principal

amount plus accrued and unpaid interest, if more than $25 million of the Senior Secured

Notes was outstanding at that time.7 Thus, the 2014 Senior Secured Notes would have

been more appropriately named the May 31, 2012 Senior Secured Notes.

22. In December 2009, despite Debtor’s financial problems, the Board approved

discretionary bonuses totaling $850,0008 for Keyes, Casey, and Peterson, explaining the

Board’s decision as follows: “The discretionary bonuses were primarily awarded to these

three individuals as a result of their contributions to the completion of a $675 million

senior secured notes offering[.]”

23. Shortly thereafter, on January 28, 2010, Mr. Icahn resigned from the Board.

24. On or about March 30, 2010, Plaintiff is informed and believes that Mr. Icahn

and/or his Affiliates began aggressively selling their equity interests in the Debtor.9

Indeed, by April 7, 2010, Mr. Icahn and/or his Affiliates ceased to be the beneficial

owner(s) of more than 5% of Debtor’s equity.10

7
See, Blockbuster Form 8-K, filed October 5, 2009 at 3.
8
See, SEC Form PRE 14A, filed on April 6, 2010 at 25.
9
See, SEC Form SC 13D/A, filed on March 31, 2010.
10
See, SEC Form SC 13D/A filed on April 8, 2010.

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 7

 25. That same day, on April 7, 2010, CEO Keyes acknowledged Mr. Icahn’s

ongoing relationship and influence on the Board and the Debtor in general, stating, “Carl

[Icahn] remains a good friend. He’s been helpful to us during his tenure on the board and

been a big supporter of our initiatives. He has other investments and boards, but we will

stay in close contact. He could become even more helpful on the outside.” 11

26. On July 16, 2010, Mr. Icahn received a Semi-Annual Retainer payment of

$4,965.75 from the Debtor, characterized by the Debtor in their bankruptcy schedules as a

“Payment to Insiders Made Within 1 Year Prior to Filing.” 12

27. At a presently undetermined time, believed to be after Mr. Icahn resigned from

the Board (January 28, 2010) and after Mr. Icahn and his Affiliates had dumped their

equity interests in the Debtor (April 7, 2010), Mr. Icahn and his Affiliates began

purchasing Debtor’s Senior Secured Notes. Plaintiff is informed and believes that,

ultimately, Mr. Icahn and his Affiliates purchased a majority of the aggregate principal

amount of Debtor’s Senior Secured Notes, at a price well below the face value of those

Notes. Mr. Icahn and/or his Affiliates are parties to the forbearance agreements executed

in July 2010 and August 2010, which relate to the Debtor’s inability to meet its

obligations under the terms of the Senior Secured Notes. In addition, Mr. Icahn and/or

his Affiliates are parties to the debtor-in-possession (“DIP”) financing, which was

11
See, Blockbuster CEO Keyes: ‘We’re Rocky 10', TheWrap.com, April 7, 2010.
12
See, Docket #381, Page 1,290 of 1,415.

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 8

authorized in this bankruptcy proceeding.

28. On September 23, 2010, the same day this bankruptcy action was filed, Debtor

filed an SEC 8-K FORM disclosing certain financial projections. At that time, it was

disclosed that material, insider financial information was previously shared with certain

Secured Note holders under confidentiality agreements. Plaintiff is informed and believes

that Mr. Icahn and/or his Affiliates were among the Secured Note holders that received

such information.

FIRST CLAIM FOR RELIEF

EQUITABLE SUBORDINATION AGAINST ALL DEFENDANTS

(11 U.S.C. §§ 502(a) and 510(c) of the Bankruptcy Code)

29. Plaintiff incorporates by reference the allegations in Paragraphs 1 through 28

above, as if fully set forth herein.

30. Defendants, in the aggregate, currently hold Debtor’s Senior Secured Notes.

The Senior Secured Notes bear interest at a rate of 11.75 % and mature on October 1,

2014. Interest on the Senior Secured Notes was to be payable on January 1, April 1, July

1 and October 1, 2010. In addition, according to the terms of the Senior Secured Notes,

on each January 1, April 1, July 1 and October 1, commencing January 1, 2010, Debtor

was to be required to redeem 3.333% of the aggregate original principal amount of the

Senior Secured Notes at a redemption price of 106% of the principal amount thereof, plus

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 9

accrued and unpaid interest, if any, to the applicable date of redemption. This mandatory

redemption amount was to be reduced by 3.333% of the principal amount of the Senior

Secured Notes redeemed or repurchased (other than pursuant to mandatory redemptions).

This financing scheme resulted in an expense to Debtor of approximately $100 million,

and provided Mr. Icahn and his Affiliates a vehicle to take over the company for a

fraction of its value, to the detriment of the Senior Unsecured Noteholders, including

Plaintiff Lyme Regis.

31. Pursuant to 11 U.S.C. § 502(a) and 510(c), the Senior Secured Notes,

DIP financing, loans and any other claims of Mr. Icahn and his Affiliates (“Defendants”)

should be equitably subordinate to the claims of Plaintiff.

32. Specifically, at all relevant times, Plaintiff is informed and believes that Mr.

Icahn and his Affiliates were statutory insiders to the Debtor, including but not limited to

the definition under 11 U.S.C. § 101(31)(B)(i) and (iii). Mr. Icahn was on Debtor’s

Board for over four and a half years during the relevant time period, and resigned less

than eight months prior to Debtor’s filing for bankruptcy. Mr. Icahn received a payment

as an insider of the Debtor on July 16, 2010, two months prior to Debtor’s filing for

bankruptcy. Even after Mr. Icahn resigned from the Board, he has held a close

relationship with Debtor’s Chief Executive Officer, as well as two current Board

members (Zelnick and Bleier).

33. To the extent Mr. Icahn and his Affiliates are not deemed statutory insiders at

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 10

any relevant time, Plaintiff is informed and believes that they were non-statutory insiders

during those times. It is not necessary for a non-statutory insider to have actual control of

the Debtor, rather that Mr. Icahn “has a sufficiently close relationship with the [Debtor]

that his conduct is made subject to closer scrutiny[.]” (See, In re U.S. Medical, Inc. (10th

Cir. 2008) 531 F.3d 1272, 1277-1279.)

34. As a statutory and/or non-statutory insider, as well as a member of Debtor’s

Board of Directors, Mr. Icahn had access (as well as a fiduciary duty as a Board member)

to review, analyze, and effect Debtor’s strategies, operations, and inner workings,

including insider financial information.

35. For a defendant’s claim to be equitably subordinated to a plaintiff’s claim, the

defendant does not need to have engaged in gross or egregious conduct amounting to

fraud, overreaching or spoilation, if such defendant is either a statutory or non-statutory

insider. (See e.g., In re Mobile Steel Co. (5th Cir. 1997) 563 F.2d 692, 699-700.) Here,

based on their relationship, Defendants’ dealings with the Debtor should be “rigorously

scrutinized by the courts.” (See, In re Fabricators, Inc. (5th Cir. 1991) 926 F.2d 1458,

1465.)

36. With respect to claims by statutory or non-statutory insiders, equitable

subordination is appropriate where: (i) the defendant engaged in some type of inequitable

conduct; (ii) the misconduct resulted in injury to other creditors of the bankrupt or

conferred an unfair advantage on the defendant; and (iii) equitable subordination of the

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 11

claim is consistent with the provisions of the Bankruptcy Code.

37. The facts alleged herein reflect that (i) Defendants engaged in inequitable

conduct, i.e. using their position of power and inside information to sell their equity

interests and essentially convert them into a potentially controlling amount Senior

Secured Notes (i.e. debt), with the knowledge that such Notes would allow Defendants to

gain control of the Debtor during and after it emerged from bankruptcy; (ii) Defendants

misconduct resulted in injury to Plaintiff Lyme Regis, as the Senior Unsecured

Noteholders would not recover any value through the bankruptcy planned by the Debtor

with the Defendants’ assistance; and/or Defendants’ misconduct conferred an unfair

advantage on the Defendants, i.e. priority over the Senior Secured Noteholders, when

Defendants would have, without the inside information, been in the equity class and had

their claims resolved after the Senior Unsecured Noteholders; and (iii) equitable

subordination of Defendants’ claims is consistent with the provisions of the Bankruptcy

Code, and appropriate under the Court’s equitable power to reorder the priority of claims

based on inequitable conduct.

38. Based on the facts alleged herein, Defendants had the luxury of purchasing a

potentially controlling amount of debt while relying on their: (1) insider and intimate

knowledge of Debtor’s operations, personnel landscape, and political inner workings; and

(2) continued influence over the Debtor’s fiduciaries, that Defendants knew to be willing

and able to facilitate the bankruptcy and DIP financing. After purchasing such debt,

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 12

Defendants facilitated a forbearance agreement to the detriment and/or injury of the

Senior Unsecured Noteholders, including Plaintiff Lyme Regis, and participated in the

structuring of a financing agreement which seeks to compel the Debtor to discharge all of

the guarantees the Debtor gave to the holders of the Senior Unsecured Notes. Given his

long history with the Debtor and entrenched relationships with the Debtor’s fiduciaries,

including the CEO and two active Board members, Mr. Icahn was in a position to

influence the corporation and had a distinct advantage over other creditors, including

Plaintiff. This influence was further reinforced by Defendants’ offer to provide the

Debtor with a material portion of the $125,000,000 financing the Debtor claimed was

necessary to transition into a successful going concern during and after bankruptcy.

39. Recognition of a legitimate “security” interest held by Defendants through the

financing identified above will work an injustice upon Plaintiff. For these reasons,

Defendants’ claims and/or liens arising from their Senior Secured Notes and DIP

financing should be subordinated to the claims of Plaintiff Lyme Regis.

SECOND CLAIM FOR RELIEF

RECHARACTERIZATION AGAINST ALL DEFENDANTS

(11 U.S.C. § 502(a) of the Bankruptcy Code and FRBP 7001(2))

40. Plaintiff incorporates by reference the allegations in Paragraphs 1 through 28,

and Paragraphs 30 through 39 above, as if fully set forth herein.

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 13

 41. This court has jurisdiction over this adversary claim pursuant to 28 U.S.C. §§

157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157. Venue is proper in

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

42. Pursuant to Section 502(a) of the Bankruptcy Code, and Rule 7001(2) of the

Federal Rules of Bankruptcy Procedure, Plaintiff objects to Defendants’ claim(s) and

seeks a determination of the validity, priority, and extent of the Defendants’ purported

liens, including a recharacterization of Defendants’ claim(s) as equity.

The McMillan Law Firm, A.P.C.

Dated: December 23, 2010 /S/ SCOTT A. MCMILLAN

BY: ______________________________
Scott A. McMillan
Attorneys for Creditor-Plaintiff,
Lyme Regis Partners, LLC

10-14997-brl LYME REGIS ADVERSARY COMPLAINT 14

Scott A. McMillan, Cal. Bar. No. 212506
Evan Kalooky, Cal. Bar. No. 247851
T HE M CM ILLAN L AW F IRM, APC
4670 Nebo Drive, Suite 200
La Mesa, California 91941-5230
Telephone: (619) 464-1500 x 14
Facsimile: (206) 600-5095

Attorneys for Lyme Regis Partners, LLC,

a New York Limited Liability Company

Appearing Pro Hac Vice

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11

BLOCKBUSTER, INC., et al., Case No.: 10-14997 (BRL)

Debtors. (Jointly Administered)

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on December 23, 2010, a true and correct

copy of the following documents were served upon all parties on the attached Master

Service List via e-mail or United States first class mail, postage prepaid, as indicated, in

accordance with the Federal Rules of Bankruptcy Procedure, and by e-mail upon the

parties that receive notifications in this case pursuant to the Court’s ECF system:

1. ADVERSARY COMPLAINT FOR EQUITABLE SUBORDINATION AND

RECHARACTERIZATION
2. PLAINTIFF LYME REGIS’ STATEMENT OF CORPORATE OWNERSHIP

Dated: December 23, 2010 T HE M CMILLAN L AW F IRM, A.P.C.

/S/ SCOTT A. MCMILLAN

BY:
Scott A. McMillan
Attorneys for Lyme Regis Partners, LLC

10-14997 PROOF OF SERVICE 2

 MASTER SERVICE LIST
VIA E-MAIL ECF
J. Ted Donovan on behalf of Creditor
Burleson ISA
Tdonovan@Finkgold.com
Derek P. Alexander on behalf of Unknown
Rothschild Inc.
dalecand@debevoise.com
Tara B. Annweiler on behalf of Creditor
National Western Life Insurande
Company
tannweiler@greerherz.com
Joseph H. Baldiga on behalf of Creditor
Richardson ISD
rgleason@pbfcm.com
ebcalvo@pbfcm.com
Leon I. Behar on behalf of Attorney New
York City Economic Development Corp.
lbehar@aol.com
Shaya M. Berger on behalf of Unknown
Lycos, Inc.
bergers@dicksteinshapiro.com
Peter D. Bilowz on behalf of Creditor
Beverly Plaza LLC
pbilowz@goulstonstorrs.com
10-14997 PROOF OF SERVICE
David G. Aelvoet on behalf of Creditor
Bexar County
sanantonio.bankruptcy@publicans.com
Christopher M Alston on behalf of
Unknown Creditors Hogate/Klahanie LLC
alstc@foster.com
Eric N. Assouline on behalf of Creditor
North Beach Retail Plaza, LLC
ena@assoulineberlowe.com
jc@assoulineberlowe.com
William W. Barrett on behalf on Unknown
Robert and Donna Dhondt
wbarrett@wbwlawyers.com
aknapp@wbwlawyers.com
Christopher Robert Belmonte on behalf of
Interested Party Moody’s Investors Service
cbelmonte@ssb.com
pbosswick@ssbb.com
Karen C. Bifferato on behalf of Creditor
Inland American Retail Management, LLC
kbifferato@cblh.com
David M. Blau on behalf of Creditor
BSLM LLC
dmb@kompc.com
3
Jean Winborne Boyles on behalf of
Creditor NCP Fayetteville LLC
jboyles@jhvgglaw.com
dbest@jhvgglaw.com
Lynn Hamilton Butler on behalf of
Creditor Far West & Woodhollow Ltd
lbutler@mailbmc.com
ngriffes@mailbmc.com
James S. Carr on behalf of Creditor Aston
Properties
KDWBankruptcyDepartment@kelleydrye.
com
E. Rebecca Case on behalf of Creditor Ct.
Charles Partnership LP
erc@stoneleyton.com
Chistopher Chicoineo on behalf of
Interested Party Grand M-P LLC
crc@ashrlaw.com
anthony J Cichello on behalf of Creditor
GPB Real Estate I LLC
acichello@kb-law.com
Steven J. Cohen on behalf of Interested
Party SBJ IP Holdings1 LLC
cohen@wmllp.com
Lawrence D. Coppel on behalf of Creditor
Southgate Marketplace LLLP
lcoppel@gfrlaw.com
bswallow@gfrlaw.com
10-14997 PROOF OF SERVICE
Dustin Parker Branch on behalf of
Creditor Alecta Real Estate Investments
LLC
dustin.branch@kattenlaw.com
carole.levine@kattenlaw.com
adelle.shafer@kattenlaw.com
Barbara Lee Caldwell on behalf of
Creditor Maricopa County
bcaldwell@cplawyers.com
C. Randall Carr on behalf of Unknown
Texas Commercial Funding Group LLC
rcarr@rctlegal.com
Eugene Chang on behalf of Creditor TKG
Pinole LLC
echang@steinlubin.com
Shawn M. Christianson on behalf of
Creditor Oracle America Inc
schristianson@buchalter.com
cmcintire@buchalter.com
Marvin E. Clements on behalf of Creditor
Tennessee Department of Revenue
agbanknewyork@ag.tn.gov
Bradley S. Copeland on behalf of unknown
Village Square Partners
bcopeland@agsprp.com
Sheila de la Cruz on behalf of Unknown
Schooler Properties of Butler Road I LLC
sdelacruz@hf-law.com
4
Ronald David Degen on behalf of Creditor
Restani Development Corp.
rdegen@odlegal.com
Benjamin P. Deutsch on behalf of Creditor
Dreyer’s Grand Ice Cream Inc
bdeutsch@schnader.com
Cynthia G. Dooley on behalf of Creditor
Prosperity Farms
cdooley@bgddallas.com
Earle I. Erman on behalf of Creditor
ATMF Corporation
eerman@ermanteicher.com
Elizabeth K. Flaagan on behalf of
Interested Party CSG Systems, Inc
eflaagan@faegre.com
Shawn Randall Fox on behalf of Creditor
ADT Security Services Inc
sfox@mcguirewoods.com
tcollins@mcguirewoods.com
Brent A. Friedman on behalf of Creditor
LW Jog SC Ltd
brentafriedman@yahoo.com
James Gadsden on behalf of unknown
County of Bexar, Texas
bankruptcy@clm.com
10-14997 PROOF OF SERVICE
Sam Della Fera on behalf of Creditor
Federal Business Centers
sdellafera@trenklawfirm.com
John P. Dillman on behalf of Creditor City
of Clute
houston_bankruptcy@publicans.com
David M. Eisenberg on behalf of Creditor
ATMF Corporation
deisenberg@ermanteicher.com
Belkys Escobar on behalf of Creditor
Fairway North Beach LLC
jdf@donovanfingar.com
J. David Forsyth on behalf of Creditor
Shanri Holdings Cororation c/o The
Pelican Group
jdf@sessions-law.com
Joseph A. Friedman on behald of Creditor
35/WCD Century South K’C Ltd,
successor in interest to Austin Bryant
Properties No. 5 LP and Pittsburgh
National Bank, Trustee
jfriedman@krcl.com
ecf@krcl.com
Barry W. Frost on behalf of Creditor
Center Plaza Limited Partnership
bfrost@teichgroh.com
Elisabetta Gasparini on behalf of US
Trustee United States Trustee
Elisabetta.G.Gasparini@usdoj.gov
5
Karen L. Gilman on behalf of Unknown Steven A. Ginther on behalf of Creditor
Toys “R” Us Missouri Department of Revenue

kgilman@wolffsamson.com sdnyecf@dor.mo.gov
ecf@wolffsamson.com
Eduardo J. Glas on behalf of Creditor Ronald Eric Gold on behalf of Creditor
Libbey, Inc Glimcher Properties Limited Partnership

eglas@mccarter.com rgold@fbtlaw.com
kgrubbs@fbtlaw.com
ahammerle@fbtlaw.com
jbwells@fbtlaw.com
David A. Golin on behalf of Creditor Stephen A. Goodwin on behalf of Creditor
InSite Landlords Chase Paymenttech Solutions LLC

dagolin@arnstein.com sgoodwin@ccsb.com
Michael J. Grohs on behalf of Creditor FM Richard F. Hahn on behalf of Unknown
Facility Maintenance LLC f/k/a IPT LLC Rothschild Inc

mgrohs@saiber.com rfhahn@debevoise.com
jchung@debevoise.com
mao-ecf@debevoise.com
William L. Hallam on behalf of Unknown Nelson G Harris on behalf of Creditor
Kentlands Retail Inc Mission Valley Shopping Center LLC

whallam@rosenbergmartin.com nharris@hfhlaw.com
canaanski@aol.com
Juandisha Harris of behalf of Creditor Neil E. Herman on behalf of Creditor
State of Michigan, Department of Treasury Kimco Realty Corporation

harrisj12@michigan.gov Nherman@morganlewis.com
holcombm@michigan.gov
James V Hoeffner on behalf of Unknown Nancy Hotchkiss on behalf of Creditor
Betty Ann Cummins Grett-Sutter square LP

nhotchkiss@trainorfairbrook.com

10-14997 PROOF OF SERVICE 6

Casey B. Howard on behalf of Unknown
HSC Realty, LLC
choward@lockelord.com
Jonathan L. Howell on behalf of Creditor
TSCA-222 Limited Partnership
jhowell@munsch.com
Lori Lapin Jones on behalf of Creditor 53
Fordham LLC
ljones@jonespllc.com
Steven Z. Jurista on behalf of Creditor
West Caldwell Plaza LLC
sjurista@wjslaw.com
lrankins@wjslaw.com
Jason M. Karaffa on behalf of Creditor
Wisconsin Electric Power Company
jason.karaffa@dlapiper.com
Susan R. Katzoff on behalf of Creditor
COR Canada Road Company, LLC
skatzoff@hiscockbarclay.com
lmcrobbie@hiscockbarclay.com
Steven W. Kelly on behalf of Creditor
ADLP-M&H, LLC
skelly@s-d.com
10-14997 PROOF OF SERVICE
Patrick Howell on behalf of Creditor Red
Prairie Corporation d/b/a RedPrairie
Retail Productivity Solution
phowell@whdlaw.com
tmichalak@whdlaw.com
dprim@whdlaw.com
Yolanda M. Humphrey on behalf of
Creditor Committee Official Committee of
Unsecured Creditors
jindyke@cooley.com
Dexter D. Joyner on behalf of Creditor
Pasadena Independent School District
caaustin@comcast.net
joyneratty@comcast.net
Richard S. Kanowitx on behalf of Creditor
Committee Oddicial Commitee of
Unsecured Creditors
rkanowitz@cooley.com
Stephen Karotkin on behalf of Debtor B2
LLC
theodore.tsekerides@weil.com
shai.waisman@weil.com
michele.meises@weil.com
Craig I. Kelley on behalf of Creditor Four
Florida Shopping Center Properties LP
craig@kelleylawoffice.com
Irene L. Kiet on behalf of Creditor Thrifty
Payless Inc.
ikiet@hkclaw.com
7
Howard B. Kleinberg on behalf of Creditor
Gazza Properties, Inc
hkleinberg@MSEK.com
kgiddens@msek.com
Jeffrey Kurtzman on behalf of Creditor
Goldenberg Management Inc
Alexander S. Kleinberg on behalf of
Creditor KeyBank National Association, as
Trustee of the JW Wheeler Trust
akleinberg@eisenhowerlaw.com
Ian S. Landsberg on behalf of Creditor
Alta Mira Shopping Center LLC

jkurtzman@klehr.com ilandsberg@lm-lawyers.com
Michael S. Leib on behalf on Creditor Robert R. Leinwand on behalf of
VCE, LLC Unknown Commack Shopping Center
Associates
msl@maddinhauser.com
bac@maddinhauser.com rrl@robinsonbrog.com
rleinwand@yahoo.com
Raymond H. Lemisch on behalf on Allen M. Levine on behalf of Interested
Intersted Party 22300 Lake Shore Party Marvin L. Lindner Associates LLC
Boulevard LLC
alevine@hgg.com
rlemisch@beneschlaw.com
ehein@beneschlaw.com
docket@beneschlaw.com
jhoover@beneschlaw.com
mbarrie@beneschlaw.com
jsmith@beneschlaw.com
Sara E. Lorber on behalf of Creditor Christine D. Lynch on behalf of Creditor
DeKalb Associates KKC Beverly Plaza LLC

slorber@wfactorlaw.com clynch@goulstontorrs.com
John S. Mairo on bahalf of Creditor Stiles Paul A. Marber on behalf of Plaintiff
Circle Associates Hesson Williams-Moore

jsmairo@pbnlaw.com pmarber@cochranfirm.com
mdlaskowski@pbnlaw.com
sakelly@pbnlaw.com
lkkabse@pbnlaw.com
mpdermatis@pbnlaw.com
kdcurtin@pbnlaw.com

10-14997 PROOF OF SERVICE 8

Kyle Mathews on behalf of Unknown U.S.
Bank National Association, as Indenture
Trustee and Collateral Agent
kmathews@sheppardmullin.com
Jil Mazer-Marino on behalf of Creditor
Allegheny Power Company
jmazermarino@msek.com
kgiddens@msek.com
David McCall on behalf of Creditor Collin
County Tax Assessor/Collector
bankruptcy@ntexas-attorneys.com
Frank McInn on behalf of Creditor Iron
Mountain Information Management, Inc
ffm@bostonbusinesslaw.com
Scott A. McMillan on behalf of Creditor
Lyme Regis Partners, LLC
Scott@mcmillanlaw.us
jphilips@lrp-llc.com
evan4670@gmail.com
cmk@slksf.com
Phillip Mindlin on behalf of Creditor NCR
Corporation
pmindlin@wlrk.com
calert@wlrk.com
Thomas R. Morris on behalf of Creditor
City center Associates LLC
morris@silvermanmorris.com
10-14997 PROOF OF SERVICE
Jaspreet Singh Mayall on behalf of
Creditor 409-423 WFP Shirley LLC
jmayall@centilmanbalin.com
Annette Kerlin McBrayer on behalf of
Creditor Ridge Crossing, LLC
amcbrayer@ebglaw.com
David J. McCarthy on behalf of Unknown
U.S. Bank National Association, as
Indenture Trustee and Collateral Agent
dmccarty@sheppardmullin.com
pibsen@sheppardmullin.com
kmathews@sheppardmullin.com
Michelle McMahon on behalf of Creditor
TSC, LC
michelle.mcmahon@bryancave.com
dortiz@bryancave.com
Jeffrey Meyers on behalf of Creditor
Centro Properties Group
Meyers@Ballardspahr.com
Kevin P. Montee on behalf of Creditor
Balfour Properties LLC
kmontee@hornersinger.com
Kevin Michael Newman on behalf of
Creditor Dicephalous II Company, LLC
knewman@menterlaw.com
9
Kristin D. Ogburn on behalf of Creditor
Childress Klein Properties
kogburn@horacktalley.com
tking@horacktalley.com
Dana S. Plon on behalf of Creditor PM
Quakertown Associates, LP
dplon@sirlinlaw.com
David L. Pollack on behalf of Creditor
Centro Properties Group
pollack@ballardspahr.com
Paul A. Rachmuth on behalf of Intersted
Party Ad Hoc Commitee of Equity
Security Holders
prachmuth@gerstensavage.com
Eric R. Ray on behalf of Creditor Alabama
Power Company
eray@balch.com
Michael Reed on behalf of Creditor Texas
Ad Valorem Tax Claimants
mycourts@mvbalaw.com
George Rosenberg on behalf of Creditor
Treasurer of Arapahoe County, Colorado
grosenberg@co.arapahoe.co.us
10-14997 PROOF OF SERVICE
Traceey M Ohm on behalf of Creditor
Unknown University Place LLC
tohm@stinson.com
David M. Poitras on behalf of Interested
Party THQ Inc
dpoitras@jmbm.com
Constantine Pourakis on behalf of
Creditor Langfan & Company
cp@stevenslee.com
John J. Rapisardi on behalf of Carl Icahn;
Icahn Partners LP; Icahn Partners Master
Fund LP, Icahn Partners Master Fund II
L.P.; Icahn Partners Master Fund III L.P.;
Icahn Capital LP; and Icahn Associates
Corp.
john.rapisardi@cwt.com
agnes.wysoczanski@cwt.com
scott.greenberg@cwt.com
comerro@cwt.com
Jeremy Brown Reckmeyer on behalf of
Interested Party Olympic Investments, Ltd
jeremyreckmeyer@andrewskurth.com
Martha E. Romero on behalf of Unknown
San Bernardino County
romero@mromerolawfirm.com
Alex R. Rovira on behalf of interested
Party Steering Group of DIP Lenders,
Roll-Up Noteholders and Senior
Noteholders
arovira@sidley.com
emcdonnell@sidley.com
10
Diane W. Sanders on behalf of Creditor
Nueces Couny
austin.bankruptcy@publicans.com
John Scott on behalf of Interested Party
Universal Studios Home Entertainment
LLC
jlscott@reedsmith.com
Susan K. Selfin on behalf of Unknown
KFT Entreprises No 2 LP
sselfin@wrslawyers.com
Aaron M. Silver on behalf of Creditor
Brownstone Shopping Plaza, LLC as
assignee to Telegraph/west Shopping
Center Associates, LLC
asilver@honigman.com
S. Steward Smith on behalf of Creditor
EPB of Chattanooga
presleyrd@epb.net
ratledgeam@epb.net
Martin Sosland on behalf of Debtor
Blockbuster Inc.
martin.sosland@weil.com
lyle.bartram@weil.com
Stephen Z. Starr on behalf of Interested
Party Safeway Inc.
sstarr@starrandstarr.com
schoi@starrandstarr.com
10-14997 PROOF OF SERVICE
Robert M. Sasloff on behalf of Creditor
Credera Enterprises Company
elliot.schuler@bakermckenzie.com
James P. Seery on behalf of Creditor
Steering Group of Senior Secured
Noteholders
nbesdin@sidley.com
mcnelson@sidley.com
Andrea Sheehan on behalf of Creditor
Carrollton-Farmers Branch ISD
sheehan@txschoollaw.com
coston@txschoollaw.com
ashee1@yahoo.com
garza@txschoollaw.com
William M. Silverman on behalf of
Creditor FM Facility Maintenace LLC
f/k/a IPT, LLC
wsilver@bbwg.om
Owen M. Sonik on behalf of Creditor
Spring Branch Independent School
District
osonik@pbfcm.com
S. Alan Stanley on behalf of Unknown BIC
Management Corporation
astanley@wbwcb.com
jhagan@wbwcb.com
Matthew G. Summers on behalf of
Creditor BIT Holdings Fifty-Two, Inc
summersm@ballardspahr.com
11
Robert D. Tepper on behalf of Creditor Christina M. Thompson on behalf of
MidAmerica Assett Management, Inc. a Creditor Inland America Retail
agent for Regency Plaza, LLC Management, LLC

rtepper@sabt.com cthompson@cblh.com
aannes@sabt.com
Melinda S. Thornton on behalf of Creditor Edward J. Tredinnick on behalf of
Miami-Dade County Tax Collector Creditor Lyons Land & Cattle, Inc

cao.bkc@miamidade.com etredinnick@grmslaw.com
Ronald M. Tucker on behalf of Creditor Lori V. Vaughan on behalf of Interested
Simon Property Group, Inc Party Publix Super Markets, Inc
rtucker@simon.com
rwoodruff@simon.com lvaughan@trenam.com
cmartin@simon.com lkfloy@trenam.com
psummers@simon.com
lgrafton@simon.com
jgubler@simon.com
Pamela K. Webster on behalf of Creditor Cory L. Weiss on behalf of Creditor ERP
Sony Pictures Home Entertainment, Inc Operating Limited Partership

pwebster@buchalter.com cweiss@ingramllp.com
Elizabeth Weller on behalf of Creditor Stephen D. Wheelis on behalf of Creditor
Bexar County City of Alexandria, Lousiana

dallas.bankruptcy@publicans.com jennifer@wheelis-rozanski.com
William Douglas White on behalf of Elisabeth A. Wilson on behalf of Unknown
Creditor Atlantic City Electric 3501 Mc Kinney, Ltd.

wdw@mccarthywhite.com ewilson@winstead.com
Karon Y. Wright on behalf of Creditor c/o Richard L. Zucker on behalf of Creditor
Karon Y. Wright Travis County 95 Washington LLC

karon.wright@co.travis.tx.us rzucker@lasserhochman.com
bkecf@co.travis.tx.us

10-14997 PROOF OF SERVICE 12

VIA FIRST-CLASS MAIL

James W. Brewer Calhoun Place, LLC

On Behalf of Unknown Retainer Sunwest c/o Annette Kerlin McBrayer, Esq.
Portfolio I, LP Epstein Becker & Green, PC
Kemp Smith LLP Suite 2700
221 N. Kansas, Suite 1700 945 East Paces Ferry Road, NE
El Paso, TX 79901 Atlanta, GA 30326
C. Randall Carr on behalf of Unknown Curtis H. Ceballos
Texas Commercial Funding Group, LLC 25 Longfellow Drive
Reid Collins & Tsai LLP Palm Coast, FL 32137
4301 Westbank Drive, Suite B-230
Austin, TX 78746
Sanford J. Germaine on behalf of Creditor Universal Studios Home Entertainment LLC
Bell Towne Centre Associates LLC John Roussey Vice President Credit
Casebolt, Germaine & Schenk PLC 100 Universal City Plaza
4720 East Cholla Street 1440 6th Floor
Phoenix, AZ 58028 Universal City, CA 91608
N. Christopher Griffiths on behalf of Creditor Hayley-Redd II LLP
Inland US Management LLC c/o Annette Kerlin McBrayer, Esq
Conolly Bove Lodge & Hutz LLP Epstein Becker & Green, PC
The Nemours Building Suite 2700
1007 North Orange Street 945 East Paces Ferry Road, NE
P.O. Box 1007 Atlanta, GA 30326
Wilmington, DE 19899
John G. Hutchinson on behalf of Creditor Weingarten Realty
Steering Group of Senior Secured Jenny J Hyun Vice President Associate
Noteholders General Counsel
Sidley Austin LLP 2600 Citadel Plaza Drive Suite 125
787 Seventh Avenue Houston, TX 77008
New York, NY 10019
Kurtzman Carson Consultants Marrero Land and Improvement Association
2335 Alaska Ave Ltd
El Segundo, CA 90245 Attn: Vincent A. Vastola
5201 Westbank Expressway Suite 400
Marrero, LA 70072

10-14997 PROOF OF SERVICE 13

Brian Shoichi Masumoto on behalf of U.S. Robert N. Michaelson on behalf of Creditor
Trustee United States Trustee CS University Place, II, LLC
Office of the United States Trustee The Michaelson Law Firm
33 Whitehall Street 11 Broadway
21st Floor Suite 615
New York, NY 10004 New York, NY 10004
Saul Ewing LLP Wasserman Jurista & Stolz PC
Mark Minuti on behalf of Creditor CVS Steven Z Jurista
Pharmacy 225 Millburn Ave Ste 207
222 Delaware Ave Ste 1200 PO Box 1029
PO Box 1266 Millburn, NJ 07041-0000
Wilmington, DE 19899
Frank R. Monroe on behalf of Unknown Tendra G. Pug on behalf of Unknown
Betty Cummins McGuire Woods LLP
Graves, Dougherty, Hearon & Moody, PC McGuire Woods LLP
401 Congress Avenue 201 North Tryon Street
Suite 2200 PO Box 31247
Austin, TX 78701 Charlotte, NC 28231
Terri A. Roberts on behalf of Creditor Pima Kenneth A. Rosen on behalf of Creditor
County, Arizona International Paper
Office of the Pima County Attorney Lowenstein Sandler, PC
Civil Division 65 Livingston Avenue
32 North Stone Avenue, Suite 2100 Rosaland, NJ 07068
Tucson, AZ 85701-1412
James Wallace on behalf of Creditor Timothy W. Walsh on behalf of Creditor
Equitable Gas Bankruptcy Department Cognizant Technology Solutions
Griffith McCague & Wallace PC DLA Piper LLP (US)
The Gulf Tower, 38th Floor 1251 Avenue of the Americas
707 Grant Street New York, NY 10020-1104
Pittsburgh, PA 15219
John B. Williams on behalf of Unknown Wheelis & Rozanski
Berkeley Electric Cooperative, Inc Mr Stephen D Wheelis
Williams and Hulst, LLC PO Box 13199
209 Main Street Alexandria, LA 71315-3199
PO box 1288
Moncks Corner, SC 29461

10-14997 PROOF OF SERVICE 14

Weil Gotshal & Manges LLP Blockbuster Inc
Stephen Karotkin Esq and Martin A Sosland Attn Rod McDonald
Esq767 Fifth Avenue 1201 Elm Street
New York, NY 10153 Dallas, TX 72570
AT&T Services Inc David A Segal
James W Grudus General Attorney 3523 McKinney Avenue No 611
One AT&T Way Room 3A218 Dallas, TX 75204
Bedminster, NJ 07921
Goulston & Storrs PC Integrated Process Technologies
Christine D Lynch Peter D Bilowz James Reavey President CEO
400 Atlantic Ave 10 Columbus Blvd 4th Floor
Boston, MA 02110-3333 a k a FM Facility Maintenance
Hartford, CT 06106
Internal Revenue Service Internal Revenue Service
Centralized Insolvency Operation Centralized Insolvency Operation
11601 Roosevelt Blvd PO Box 21126
Mail Drop N781 Philadelphia, PA 19114-0326
Philadelphia, PA 19255-0002
Katten Muchin Rosenman LLP Lasser Hochman LLC
Thomas J Leanse & Dustin P Branh Richard L Zucker
2029 Century Park E Ste 2600 75 Eisenhower Pkwy
Los Angeles, CA 90067-3012 Roseland, NJ 07068-0000
Linebarger Goggan Blair & Sampson LLP Missouri Department of Revenue
David G Aelvoet Steven A Ginther
711 Navarro Ste 300 PO Box 475
Travis Building Bankruptcy Unit
San Antonio, TX 78205 Jefferson City, MO 65105-0475
McCreary Veselka Bragg & Allen PC Office of US Attorney SDNY
Michael Reed Preet Bharara
PO Box 1269 1 St Andrews Plaza
Round Rock, TX 78680 Claims Unit Rm 417
New York, NY 10007
Office of New York State Robinson Brog Leinwand Greene Genovese
Attorney General & Gluck PC
Andrew M Cuomo Robert R Leinwand
120 Broadway 875 3rd Ave 9th Fl
New York, NY 10271 New York, NY 10022

10-14997 PROOF OF SERVICE 15

Scott Siegel Secretary of State
1 Granada Lane 123 William St
Atlantic Beach, NY 11509 New York, NY 10038-3804
Secretary of State Teich Groh
Division of Corporations Barry W Frost
99 Washington Ave Ste 600 691 State Hwy 33
One Commerce Plz Trenton, NJ 08619-0000
Albany, NY 12231-0001
Sparber Annen Morris & Gabriel APLC The Bank of New York Trust Company NA
Todd R Gabriel Attn Corporate Trust
701 B St Ste 1400 600 N Pearl St Ste 420
San Diego, CA 92101 Dallas, TX 75201
The Bank of New York Mellon Trust US Department of Justice SDNY
Company NA 86 Chambers St
Attention Stuart Rothenberg Vice President New York, NY 10007
101 Barclay Street 8 West
New York, NY 10286
John J. Rapisardi Peter Friedman
George A. Davis CADWALADER, WICKERSHAW & TAFT
CADWALADER, WICKERSHAW & TAFT LLP
LLP 700 6th Street, NW
One World Financial Center Washington, DC 20001
New York, New York 10281
Paul Rachmuth
GERSTEN SAVAGE LLP
600 Lexington Avenue
New York, New York 10022

10-14997 PROOF OF SERVICE 16

Scott A. McMillan, Cal. Bar. No. 212506
The McMillan Law Firm, APC
4670 Nebo Drive, Suite 200
La Mesa, CA 91941-5230
Telephone: (619) 464-1500 x 14
Facsimile: (206) 600-5095

Attorneys for Lyme Regis Partners, LLC,

a New York Limited Liability Company

Appearing Pro Hac Vice

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re Chapter 11

BLOCKBUSTER INC., et al., Ch. 11 Case No. 10-14997-brl

Debtors. Jointly Administered Cases

Lyme Regis Partners, LLC, a New York PLAINTIFF LYME REGIS’

Limited Liability Company, STATEMENT OF CORPORATE
Plaintiff, OWNERSHIP

v.

Carl Icahn, Icahn Partners LP, Icahn

Partners Master Fund LP, Icahn Partners
Master Fund II L.P., Icahn Partners
Master Fund III L.P., Icahn Capital LP,
and Icahn Associates Corp,

Defendants
STATEMENT OF CORPORATE OWNERSHIP FOR PLAINTIFF LYME REGIS

Pursuant to Federal Rules of Bankruptcy Procedure Rule 7007.1, and this

District’s Local Rule 7007.1-1, Plaintiff Lyme Regis Partners, LLC, certifies that:

[ ] Following is a complete list of all corporations, other than governmental units, that
directly or indirectly own 10% or more of any class of interest(s) in Lyme Regis:

OR

[X] There are no corporations, other than governmental units, that directly or indirectly
own 10% or more any class of interest(s) in Lyme Regis.

Lyme Regis, through undersigned counsel, certifies that it shall file a supplemental
statement promptly upon any change in circumstances that renders this Statement of
Corporate Ownership inaccurate.

The McMillan Law Firm, A.P.C.

Dated: December 23, 2010 /S/ SCOTT A. MCMILLAN

BY: ______________________________
Scott A. McMillan
Attorneys for Creditor-Plaintiff,
Lyme Regis Partners, LLC

Ch. 11 Case No. 10-14997-brl LYME REGIS CORP. OWNERSHIP STATEMENT