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LINKLATERS LLP Rebecca L. Jarvis One Silk Street London EC2Y 8HQ Telephone: +44 20 7456 2000 Facsimile: +44 20 7456 2222 Special Foreign Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: EASTMAN KODAK COMPANY, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 12-10202 (ALG) Jointly Administered

SUMMARY SHEET PURSUANT TO UNITED STATES TRUSTEE GUIDELINES FOR REVIEWING APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FILED UNDER 11 U.S.C. 330 FIRST INTERIM FEE APPLICATION Name of Applicant: Time Period: Role in the Case: Current Application:2 Prior Applications:
1

Linklaters LLP January 19, 2012 through and including February 29, 2012 Special Foreign Counsel for the Debtors and Debtors in Possession Total Fees Requested: $323,292.72 Total Expenses Requested: $50,925.96 N/A

The Debtors in these chapter 11 cases, along with the last four digits of each Debtors 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. For purpose of this Application only, all amounts have been converted from British Pounds into U.S. Dollars based on the exchange rate in effect on March 7, 2012: GBP 1.5758/$1.00.

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SUMMARY OF FIRST INTERIM FEE APPLICATION OF LINKLATERS LLP FOR SERVICES RENDERED FOR THE PERIOD JANUARY 19, 2012 THROUGH FEBRUARY 29, 2012 PROFESSIONALS TOTALS: Partners and Counsel Associates Paraprofessionals and Other Staff Total Fees Incurred/ SUBTOTAL 20% HOLDBACK GRAND TOTAL/ FEES REQUESTED BLENDED RATE TOTAL HOURS BILLED 177.40 369.60 14.00 TOTAL COMPENSATION 124,915.03 ($196,841.10) 129,404.03 ($203,914.87) 2,132.20 ($3,359.92) 256,451.26 ($404,115.90) 51,290.25 ($80,823.18) 205,161.01 ($323,292.72)

689 ($1,085.73) 385 ($606.68) 152 ($239.52)

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LINKLATERS LLP Rebecca Jarvis One Silk Street London EC2Y 8HQ Telephone: +44 20 7456 2000 Facsimile: +44 20 7456 2222 Special Foreign Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: EASTMAN KODAK COMPANY, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 12-10202 (ALG) Jointly Administered

FIRST APPLICATION OF LINKLATERS LLP FOR FEES AS SPECIAL FOREIGN COUNSEL FOR THE DEBTORS FOR PROFESSIONAL SERVICES RENDERED AND DISBURSEMENTS INCURRED FOR THE PERIOD FROM JANUARY 19, 2012 TO FEBRUARY 29, 2012 Linklaters LLP (Linklaters), special foreign counsel for Eastman Kodak Company and its affiliated debtors and debtors in possession in the above-captioned cases (collectively, the Debtors), hereby submits this statement of fees and disbursements (the Application), pursuant to sections 330(a) and 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code) and Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) for the period from January 19, 2012 through February 29, 2012 (the
1

The Debtors in these chapter 11 cases, along with the last four digits of each Debtors 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.

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Compensation Period) in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals [Docket No. 363] (the Administrative Order). GENERAL BACKGROUND 1. On January 19, 2012 (the Petition Date), each of the Debtors commenced

cases (the Chapter 11 Cases) under the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 2. On February 15, 2012, the Bankruptcy Court entered the Administrative Order,

which sets forth the procedures for interim compensation and reimbursement of expenses for all professionals in these cases. 3. On February 28, 2012, the Bankruptcy Court entered the Order Authorizing the

Retention and Employment of Linklaters LLP as Special Foreign Counsel to the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 441] (the Retention Order). 4. There is no agreement or understanding between Linklaters and any other

person, other than members of the firm, for the sharing of compensation to be received for services rendered to the debtors and debtors in possession, except as regards payments to external U.K. pensions counsel Richard Hitchcock as outlined in the Supplemental Declaration of Rebecca L. Jarvis in Support of the Debtors Application for an Order Authorizing the Retention and Employment of Linklaters LLP as Special Foreign Counsel to the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 411]. Mr. Hitchcocks fee timelines are attached hereto as Exhibit C. Except as explained in the subsequent paragraph, other than pursuant to the Retention Order, Linklaters has received no payment and no

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promises of payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. 5. Prior to the commencement of these Chapter 11 Cases, the Debtors paid

Linklaters an aggregate amount of approximately $350,000.00 in respect of professional services rendered and as a retainer for services to be rendered and for disbursements incurred and expenses advanced for disbursements to be incurred in connection with the preparation for Debtors Chapter 11 Cases. As of the Petition Date, Linklaters had a retainer balance in the amount of approximately $212,822.20 that may be applied against payment for services to be rendered and expenses to be incurred. 6. The fees charged by Linklaters in these Chapter 11 Cases are billed in

accordance with Linklaters existing billing rates and procedures in effect during the Compensation Period. The rates Linklaters charges for the services rendered by its professionals and paraprofessionals in these Chapter 11 Cases are the same rates Linklaters charges for professional and paraprofessional services rendered in comparable bankruptcy and nonbankruptcy related matters. Such fees are reasonable based on the customary compensation charged by comparably skilled practitioners in comparable bankruptcy and nonbankruptcy cases in a competitive national legal market. FEES FOR SERVICES RENDERED DURING THE COMPENSATION PERIOD 7. Linklaters currently seeks payment of fees in the amount of $323,292.72, which

is eighty (80) per cent of the total fees incurred of $404,115.90. Set forth below is a list of Linklaters professionals who provided services to the Debtors during the Compensation Period for which compensation is sought, their positions, the aggregate hours spent by each professional, and their respective billing rates.

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NAME
Martin Lynchehan Rebecca Jarvis Mark Blyth James Martin Tim Cox Martin Flics Graeme Tricker Richard Hodgson Lynn-Albert Brandes Seema Aggarwal Pietro Belloni Verena Etzel Alex Roberts Omar El Sayed Jessica Blatz Edward Rasp Julia Matthews Sean Zoltek Alasdair Smith Lorenzo Fabbrini Ceri-Ann McGraa Gurminder Muker Andreas Steiger Sarah Barnard Alex Bluett Carla Parsons Timea Bagossy Michael Coles Shauin Wang

POSITION
Partner Partner Partner Partner Partner Partner Counsel Managing Associate Managing Associate Managing Associate Managing Associate Managing Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Trainee Trainee Trainee Trainee Paralegal

HOURS
0.80 36.90 92.20 1.10 2.20 17.50 26.70 48.70 0.60 9.00 2.60 2.80 1.50 2.10 0.10 49.60 46.90 10.00 3.40 10.50 2.50 18.60 2.70 20.10 9.60 9.10 65.90 53.30 14.00

RATE
$1,253 $1,221 $1,142 $1,135 $1,056 $950 $945 $898 $880 $804 $719 $719 $925 $775 $725 $680 $654 $605 $591 $528 $473 $473 $444 $405 $370 $370 $370 $315 $240

AMOUNT
$1,002.21 $45,063.94 $105,334.35 $1,248.51 $2,322.73 $16,625.05 $25,244.32 $43,742.63 $528.00 $7,232.92 $1,869.78 $2,012.66 $1,387.35 $1,627.52 $72.50 $33,728.25 $30,670.58 $6,049.97 $2,009.15 $5,542.06 $1,181.85 $8,792.96 $1,199.74 $8,140.44 $3,555.00 $3,369.85 $24,403.63 $16,798.03 $3,359.92

8.

Set forth below is an itemization by segment type of Linklaters fees for

services rendered during the Compensation Period. SEGMENT NO. 5 6 7 SEGMENT NAMES Business Operations Case Administration Corporate Governance/ Securities Law Compliance/ Directors duties HOURS 111.80 33.60 19.60 AMOUNT 47,263.47 ($74,477.78) 10,058.03 ($15,849.44) 6,871.04 ($10,827.39)

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SEGMENT NO. 8 11 13 14 15 17 20 SUB-TOTAL 20% HOLDBACK TOTAL 9.

SEGMENT NAMES Creditor Committee Issues Executory Contracts Fee Applications/ Retention Applications Liquidity DIP Financing/ Cash Collateral/ Cash Management Litigation Pension Issues Taxes

HOURS 1.80 8.60 136.60 72.70 1.50 172.70 1.80 561.00

AMOUNT 471.31 ($742.69) 3,970.56 ($6,256.81) 48,906.58 ($77,066.99) 26,247.12 ($41,360.21) 594.50 ($936.81) 110,954.15 ($174,841.55) 943.50 ($1,486.77) 256,451.26 ($404,115.90) 51,290.25 ($80,823.18) 205,161.01 ($323,292.72)

A complete itemization of tasks performed by Linklaters professionals and

paraprofessionals during the Compensation Period is annexed hereto as Exhibit A. EXPENSES2 INCURRED DURING THE COMPENSATION PERIOD 10. Linklaters seeks $50,925.96 for reimbursement of expenses incurred or

invoiced during the Compensation Period. Set forth below is a categorical list of the expenses incurred by Linklaters during the Compensation Period in the course of representing the Debtors. EXPENSE CATEGORY TAXIS PRINTCOPYING PHOTO_WHITE_A4 BINDING_STANDARD
2

AMOUNT 195.30 ($307.75) 729.04 ($1,148.82) 3,810.20 ($6,004.11) 57.00 ($89.82)

Linklaters does not seek reimbursement for any expenses which would otherwise not be allowed pursuant to the Courts Administrative Orders dated June 24, 1991 and April 21, 1995 or the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 dated January 30, 1996.

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EXPENSE CATEGORY DESK_PHONE_COSTS DOCUMENT_PROD TELEPHONES MEALS_LATE_WK COURIER BINDING_VALUE BARRISTERS FEES SUB-TOTAL LESS 50% OF TRAVEL EXPENSES TOTAL EXPENSES 11.

AMOUNT 4.66 ($7.34) 245.70 ($387.17) 38.61 ($60.84) 5.97 ($9.41) 12.20 ($19.22) 16.50 ($26.00) 27,300.00 ($43,019.34) 32,415.18 ($51,079.84) 97.65 ($153.88) 32,317.53 ($50,925.96)

Linklaters seeks reimbursement for meal expenses (if incurred) only when

meals are served at meetings with clients or non-Linklaters personnel, or when meals are consumed while traveling. Document services include in-house photocopies, which are billed at $0.10 per page, as well as duplication that takes place outside the firm. Travel expenses (if incurred) include the cost of transportation, tips, parking and Internet use while traveling. A complete itemization of expenses for which Linklaters seeks reimbursement is annexed hereto as Exhibit B. DESCRIPTION OF SERVICES RENDERED DURING THE COMPENSATION PERIOD 12. During the Compensation Period, Linklaters performed the following services,

among others, for the Debtors: International Issues Resulting from the Chapter 11 Cases. During the Compensation Period, Linklaters assisted with matters relating to the Debtors and their non-debtor affiliates (the Kodak Group) which arose as a result of the automatic stay imposed pursuant to section 362 of the Bankruptcy Code, specifically with regards to ongoing business operations, pending litigation proceedings, and contingency planning.

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Financing. During the Compensation Period, Linklaters assisted with respect to the Kodak Groups liquidity issues and the potential ramifications of intercompany loans and liabilities. Pensions. During the Compensation Period, Linklaters assisted with matters with respect to the various pension papers and plans provided by the Kodak Group, including those regarding the pension loan guaranty and the trust deed, rules and other pension documents. 13. The following is a summary of the significant professional services rendered by

Linklaters during the Compensation Period, organized in accordance with Linklaters internal system of project codes. a. Business Operations (5) Communicated with foreign entities regarding issues related to debtor in possession, such as suppliers and foreign branches continuing to operate Reviewed documentation relating to foreign vendor concerns Revised the Debtors structure chart with respect to its branches and subsidiaries Communicated with foreign entities regarding contingency planning for potential foreign litigation b. Case Administration (6) Coordinated preparation of working files and review of related documents Communicated with foreign teams regarding operating reports and interim statements by the United States Trustee (the UST) Researched executory contracts under the Bankruptcy Code c. Corporate Governance/Securities Law Compliance/Directors Duties (7) Prepared advice regarding relevant aspects of foreign law, particularly with regards to directors duties during an insolvency Advised foreign debtors regarding the differences between chapter 11 and administrations under the laws of their respective jurisdictions Researched potential liability as related to branch managers and directors of foreign affiliates d. Creditor Committee Issues (8) Prepared list of Debtors creditors committee members e. Executory Contracts (11) Reviewed contracts with foreign suppliers

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f.

g.

h.

i.

j. k.

Drafted note advising on issues potentially arising under executory contracts Fee Applications/Retention Applications (13) Prepared retention applications Drafted section 2014 disclosure statement and exhibit Communicated between offices regarding compliance with chapter 11 timekeeping, billing, confidentiality issues, and procedures Managed timekeeping process and tracking in compliance with the Bankruptcy Code Attended hearing before the Honorable Allan Gropper on the Linklaters Retention Application telephonically Liquidity-DIP Financing/Cash Collateral/Cash Management (14) Reviewed intercompany loan documents and advising on potential intercompany liabilities and liquidity issues Advised regarding the impact of local laws on specific foreign entities Analyzed the impact of European liquidity issues Discussed cash flow issues with US counsel Litigation (15) Prepared litigation table Reviewed potential litigation issues involving various international braches of the Debtor Pension Issues (17) Reviewed the Debtors pension plans for the employees of its international affiliates and specific scheme documentation Drafted communications to pension scheme members and memoranda on pension guaranties Communicated with external counsel regarding pension settlement issues Secured Creditor/Collateral (19) Communicated with outside counsel regarding the pledge documents Taxes (20) Researched the tax treatment of commissioner arrangements versus agency arrangements Reviewed tax summaries from the Debtors foreign affiliates The foregoing services performed by Linklaters were necessary and appropriate

14.

to the administration of the Debtors Chapter 11 Cases and were in the best interests of the Debtors and other parties in interest. Compensation for such services as requested is commensurate with the complexity of the issues and tasks involved. The professional services were performed expeditiously and effectively.

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15.

The services performed by Linklaters partners, counsel, associates, trainees

and paraprofessionals on behalf of the Debtors during the Compensation Period required an aggregate expenditure of 561.00 recorded hours. Of the aggregate time expended, 177.40 recorded hours were expended by partners and counsel, 369.90 recorded hours were expended by associates and trainees, and 14.00 recorded hours were expended by paraprofessionals. 16. During the Compensation Period, Linklaters billed the Debtors for time

expended by attorneys based on hourly rates ranging from $405 to $950 per hour for domestic attorneys and $315 to $1,253 for foreign attorneys. Allowance of compensation in the amount requested would result in a blended hourly billing rate of approximately $745.00 (based on 547.00 recorded hours for attorneys at Linklaters regular billing rates in effect at the time of the performance of services). THE REQUESTED COMPENSATION SHOULD BE ALLOWED 17. Section 331 of the Bankruptcy Code provides for interim compensation of

professionals and incorporates the standards of section 330 to govern the Courts award of such compensation. 11 U.S.C. 331. Section 330 provides that a court may award a professional employed under section 327 of the Bankruptcy Code reasonable compensation for actual, necessary services rendered, as well as reimbursement for actual, necessary expenses. 11 U.S.C. 330(a)(1). Linklaters submits that the services for which it seeks compensation and the expenditures for which it seeks reimbursement in this Application were necessary for and beneficial to the preservation and maximization of value for all stakeholders and to the orderly administration of the Debtors chapter 11 estates, and that such services were performed in a timely manner appropriate to the complexity and nature of the issues

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involved. Accordingly, approval of the compensation for professional services and reimbursement of expenses sought herein is warranted. 18. NOTICE Notice of this Application has been provided to parties in interest in accordance

with the Order Authorizing the Establishment of Certain Notice, Case Management and Administrative Procedures [Docket No. 362]. Linklaters submits that such notice is sufficient and no other or further notice need be provided. 19. No previous request for the relief sought herein has been made by Linklaters to

this or any other Court. CONCLUSION 20. Linklaters respectfully requests the Court enter an Order authorizing (i) an

interim allowance of compensation for professional services rendered during the Compensation Period in the amount of $374,218.68, consisting of $323,292.72, representing 80% of fees incurred during the Compensation Period, and reimbursement of $50,926.96, representing 100% of actual and necessary expenses incurred during the Compensation Period; (ii) that the allowance of such compensation for professional services rendered and reimbursement of actual and necessary expenses incurred be without prejudice to Linklaters right to seek additional compensation for services performed and expenses incurred during the Compensation Period, which were not processed at the time of this Application; and (iii) such other and further relief as is just. [Remainder of Page Intentionally Blank]

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WHEREFORE Linklaters respectfully requests that the Court grant the relief requested herein and such other and further relief as is just. Dated: March 20, 2012 London, UK

By: /s/ Rebecca L. Jarvis LINKLATERS LLP Rebecca L. Jarvis One Silk Street London EC2Y 8HQ Telephone: +44 20 7456 2000 Facsimile: +44 20 7456 2222 Special Foreign Counsel for the Debtors and Debtors in Possession

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LINKLATERS LLP Rebecca L. Jarvis One Silk Street London EC2Y 8HQ Telephone: +44 20 7456 2000 Facsimile: +44 20 7456 2222 Special Foreign Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: EASTMAN KODAK COMPANY, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 12-10202 (ALG) Jointly Administered

CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF FIRST APPLICATION OF LINKLATERS LLP FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES I, Rebecca L. Jarvis, declare and state as follows: 1. I am a partner with the applicant firm, Linklaters LLP (Linklaters or the

Firm) which serves as special foreign counsel for the chapter 11 cases of Eastman Kodak Company and its affiliated debtors (the Debtors) in the above-captioned cases. I am responsible for the Firms compliance with the Amended Order Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals, dated December
1

The Debtors in these chapter 11 cases, along with the last four digits of each Debtors 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 .

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21, 2010 (the Amended Guidelines) and the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases adopted by the Court on November 25, 2009 (the Fee and Disbursement Guidelines, and together with the Fee and Disbursement Guidelines, the Local Guidelines), the U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 adopted on January 30, 1996 (the UST Guidelines) and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 363] (the Administrative Order, and together with the Local Guidelines and the UST Guidelines, the Guidelines). 2. This certification is made in respect of Linklaters application, dated March 20,

2012 (the Application), for interim compensation and reimbursement of expenses for the period commencing January 19, 2012 through and including February 29, 2012 (the Compensation Period) in accordance with the Guidelines. 3. In respect of section B.1 of the Local Guidelines, I certify that: a. I have read the Application; b. to the best of my knowledge, information, and belief formed after reasonable inquiry, the fees and disbursements sought fall within the Local Guidelines; c. the fees and disbursements sought are billed at rates in accordance with those customarily charged by Linklaters and generally accepted by Linklaters clients; and d. in providing a reimbursable service, Linklaters does not make a profit on that service, whether the service is performed by Linklaters in house or through a third party. 4. In respect of section B.2 of the Amended Guidelines and as required by the

Administrative Order, I certify that Linklaters has complied with the provisions requiring it to provide counsel for the statutory committee of unsecured creditors appointed in these cases

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(the Committee) and the Debtors with a statement of Linklaters fees and disbursements accrued during the Compensation Period. 5. In respect of section B.3 of the Local Guidelines, I certify that the Debtors,

attorneys for the Committee, and the United States Trustee for the Southern District of New York are each being provided with a copy of the Application. [Remainder of Page Intentionally Blank]

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Dated:

March 20, 2012 London, UK

By: /s/ Rebecca L. Jarvis LINKLATERS LLP Rebecca L. Jarvis One Silk Street London EC2Y 8HQ Telephone: +44 20 7456 2000 Facsimile: +44 20 7456 2222 Special Foreign Counsel for the Debtors and Debtors in Possession