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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 David G. Aelvoet on behalf of Creditor
Burleson ISA Bexar County

Tdonovan@Finkgold.com sanantonio.bankruptcy@publicans.com
Derek P. Alexander on behalf of Unknown Christopher M Alston on behalf of
Rothschild Inc. Unknown Creditors Hogate/Klahanie LLC

dalecand@debevoise.com alstc@foster.com
Tara B. Annweiler on behalf of Creditor Eric N. Assouline on behalf of Creditor
National Western Life Insurande North Beach Retail Plaza, LLC
Company
ena@assoulineberlowe.com
tannweiler@greerherz.com jc@assoulineberlowe.com
Joseph H. Baldiga on behalf of Creditor William W. Barrett on behalf on Unknown
Richardson ISD Robert and Donna Dhondt

rgleason@pbfcm.com wbarrett@wbwlawyers.com
ebcalvo@pbfcm.com aknapp@wbwlawyers.com
Leon I. Behar on behalf of Attorney New Christopher Robert Belmonte on behalf of
York City Economic Development Corp. Interested Party Moody’s Investors Service

lbehar@aol.com cbelmonte@ssb.com
pbosswick@ssbb.com
Shaya M. Berger on behalf of Unknown Karen C. Bifferato on behalf of Creditor
Lycos, Inc. Inland American Retail Management, LLC

bergers@dicksteinshapiro.com kbifferato@cblh.com
Peter D. Bilowz on behalf of Creditor David M. Blau on behalf of Creditor
Beverly Plaza LLC BSLM LLC

pbilowz@goulstonstorrs.com dmb@kompc.com

10-14997 PROOF OF SERVICE 3


Jean Winborne Boyles on behalf of Dustin Parker Branch on behalf of
Creditor NCP Fayetteville LLC Creditor Alecta Real Estate Investments
LLC
jboyles@jhvgglaw.com
dbest@jhvgglaw.com dustin.branch@kattenlaw.com
carole.levine@kattenlaw.com
adelle.shafer@kattenlaw.com
Lynn Hamilton Butler on behalf of Barbara Lee Caldwell on behalf of
Creditor Far West & Woodhollow Ltd Creditor Maricopa County

lbutler@mailbmc.com bcaldwell@cplawyers.com
ngriffes@mailbmc.com
James S. Carr on behalf of Creditor Aston C. Randall Carr on behalf of Unknown
Properties Texas Commercial Funding Group LLC

KDWBankruptcyDepartment@kelleydrye. rcarr@rctlegal.com
com
E. Rebecca Case on behalf of Creditor Ct. Eugene Chang on behalf of Creditor TKG
Charles Partnership LP Pinole LLC

erc@stoneleyton.com echang@steinlubin.com
Chistopher Chicoineo on behalf of Shawn M. Christianson on behalf of
Interested Party Grand M-P LLC Creditor Oracle America Inc

crc@ashrlaw.com schristianson@buchalter.com
cmcintire@buchalter.com
anthony J Cichello on behalf of Creditor Marvin E. Clements on behalf of Creditor
GPB Real Estate I LLC Tennessee Department of Revenue

acichello@kb-law.com agbanknewyork@ag.tn.gov
Steven J. Cohen on behalf of Interested Bradley S. Copeland on behalf of unknown
Party SBJ IP Holdings1 LLC Village Square Partners

cohen@wmllp.com bcopeland@agsprp.com
Lawrence D. Coppel on behalf of Creditor Sheila de la Cruz on behalf of Unknown
Southgate Marketplace LLLP Schooler Properties of Butler Road I LLC

lcoppel@gfrlaw.com sdelacruz@hf-law.com
bswallow@gfrlaw.com

10-14997 PROOF OF SERVICE 4


Ronald David Degen on behalf of Creditor Sam Della Fera on behalf of Creditor
Restani Development Corp. Federal Business Centers

rdegen@odlegal.com sdellafera@trenklawfirm.com
Benjamin P. Deutsch on behalf of Creditor John P. Dillman on behalf of Creditor City
Dreyer’s Grand Ice Cream Inc of Clute

bdeutsch@schnader.com houston_bankruptcy@publicans.com
Cynthia G. Dooley on behalf of Creditor David M. Eisenberg on behalf of Creditor
Prosperity Farms ATMF Corporation

cdooley@bgddallas.com deisenberg@ermanteicher.com
Earle I. Erman on behalf of Creditor Belkys Escobar on behalf of Creditor
ATMF Corporation Fairway North Beach LLC

eerman@ermanteicher.com jdf@donovanfingar.com
Elizabeth K. Flaagan on behalf of J. David Forsyth on behalf of Creditor
Interested Party CSG Systems, Inc Shanri Holdings Cororation c/o The
Pelican Group
eflaagan@faegre.com
jdf@sessions-law.com
Shawn Randall Fox on behalf of Creditor Joseph A. Friedman on behald of Creditor
ADT Security Services Inc 35/WCD Century South K’C Ltd,
successor in interest to Austin Bryant
sfox@mcguirewoods.com Properties No. 5 LP and Pittsburgh
tcollins@mcguirewoods.com National Bank, Trustee

jfriedman@krcl.com
ecf@krcl.com
Brent A. Friedman on behalf of Creditor Barry W. Frost on behalf of Creditor
LW Jog SC Ltd Center Plaza Limited Partnership
brentafriedman@yahoo.com
bfrost@teichgroh.com
James Gadsden on behalf of unknown Elisabetta Gasparini on behalf of US
County of Bexar, Texas Trustee United States Trustee

bankruptcy@clm.com Elisabetta.G.Gasparini@usdoj.gov

10-14997 PROOF OF SERVICE 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 Patrick Howell on behalf of Creditor Red
HSC Realty, LLC Prairie Corporation d/b/a RedPrairie
Retail Productivity Solution
choward@lockelord.com
phowell@whdlaw.com
tmichalak@whdlaw.com
dprim@whdlaw.com
Jonathan L. Howell on behalf of Creditor Yolanda M. Humphrey on behalf of
TSCA-222 Limited Partnership Creditor Committee Official Committee of
Unsecured Creditors
jhowell@munsch.com
jindyke@cooley.com
Lori Lapin Jones on behalf of Creditor 53 Dexter D. Joyner on behalf of Creditor
Fordham LLC Pasadena Independent School District

ljones@jonespllc.com caaustin@comcast.net
joyneratty@comcast.net
Steven Z. Jurista on behalf of Creditor Richard S. Kanowitx on behalf of Creditor
West Caldwell Plaza LLC Committee Oddicial Commitee of
Unsecured Creditors
sjurista@wjslaw.com
lrankins@wjslaw.com rkanowitz@cooley.com
Jason M. Karaffa on behalf of Creditor Stephen Karotkin on behalf of Debtor B2
Wisconsin Electric Power Company LLC

jason.karaffa@dlapiper.com theodore.tsekerides@weil.com
shai.waisman@weil.com
michele.meises@weil.com
Susan R. Katzoff on behalf of Creditor Craig I. Kelley on behalf of Creditor Four
COR Canada Road Company, LLC Florida Shopping Center Properties LP

skatzoff@hiscockbarclay.com craig@kelleylawoffice.com
lmcrobbie@hiscockbarclay.com
Steven W. Kelly on behalf of Creditor Irene L. Kiet on behalf of Creditor Thrifty
ADLP-M&H, LLC Payless Inc.

skelly@s-d.com ikiet@hkclaw.com

10-14997 PROOF OF SERVICE 7


Howard B. Kleinberg on behalf of Creditor Alexander S. Kleinberg on behalf of
Gazza Properties, Inc Creditor KeyBank National Association, as
Trustee of the JW Wheeler Trust
hkleinberg@MSEK.com
kgiddens@msek.com akleinberg@eisenhowerlaw.com
Jeffrey Kurtzman on behalf of Creditor Ian S. Landsberg on behalf of Creditor
Goldenberg Management Inc 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. Jaspreet Singh Mayall on behalf of
Bank National Association, as Indenture Creditor 409-423 WFP Shirley LLC
Trustee and Collateral Agent
jmayall@centilmanbalin.com
kmathews@sheppardmullin.com
Jil Mazer-Marino on behalf of Creditor Annette Kerlin McBrayer on behalf of
Allegheny Power Company Creditor Ridge Crossing, LLC

jmazermarino@msek.com amcbrayer@ebglaw.com
kgiddens@msek.com
David McCall on behalf of Creditor Collin David J. McCarthy on behalf of Unknown
County Tax Assessor/Collector U.S. Bank National Association, as
Indenture Trustee and Collateral Agent
bankruptcy@ntexas-attorneys.com
dmccarty@sheppardmullin.com
pibsen@sheppardmullin.com
kmathews@sheppardmullin.com
Frank McInn on behalf of Creditor Iron Michelle McMahon on behalf of Creditor
Mountain Information Management, Inc TSC, LC

ffm@bostonbusinesslaw.com michelle.mcmahon@bryancave.com
dortiz@bryancave.com
Scott A. McMillan on behalf of Creditor Jeffrey Meyers on behalf of Creditor
Lyme Regis Partners, LLC Centro Properties Group

Scott@mcmillanlaw.us Meyers@Ballardspahr.com
jphilips@lrp-llc.com
evan4670@gmail.com
cmk@slksf.com
Phillip Mindlin on behalf of Creditor NCR Kevin P. Montee on behalf of Creditor
Corporation Balfour Properties LLC

pmindlin@wlrk.com kmontee@hornersinger.com
calert@wlrk.com
Thomas R. Morris on behalf of Creditor Kevin Michael Newman on behalf of
City center Associates LLC Creditor Dicephalous II Company, LLC

morris@silvermanmorris.com knewman@menterlaw.com

10-14997 PROOF OF SERVICE 9


Kristin D. Ogburn on behalf of Creditor Traceey M Ohm on behalf of Creditor
Childress Klein Properties Unknown University Place LLC

kogburn@horacktalley.com tohm@stinson.com
tking@horacktalley.com
Dana S. Plon on behalf of Creditor PM David M. Poitras on behalf of Interested
Quakertown Associates, LP Party THQ Inc

dplon@sirlinlaw.com dpoitras@jmbm.com
David L. Pollack on behalf of Creditor Constantine Pourakis on behalf of
Centro Properties Group Creditor Langfan & Company

pollack@ballardspahr.com cp@stevenslee.com
Paul A. Rachmuth on behalf of Intersted John J. Rapisardi on behalf of Carl Icahn;
Party Ad Hoc Commitee of Equity Icahn Partners LP; Icahn Partners Master
Security Holders Fund LP, Icahn Partners Master Fund II
L.P.; Icahn Partners Master Fund III L.P.;
prachmuth@gerstensavage.com Icahn Capital LP; and Icahn Associates
Corp.

john.rapisardi@cwt.com
agnes.wysoczanski@cwt.com
scott.greenberg@cwt.com
comerro@cwt.com
Eric R. Ray on behalf of Creditor Alabama Jeremy Brown Reckmeyer on behalf of
Power Company Interested Party Olympic Investments, Ltd

eray@balch.com jeremyreckmeyer@andrewskurth.com
Michael Reed on behalf of Creditor Texas Martha E. Romero on behalf of Unknown
Ad Valorem Tax Claimants San Bernardino County

mycourts@mvbalaw.com romero@mromerolawfirm.com
George Rosenberg on behalf of Creditor Alex R. Rovira on behalf of interested
Treasurer of Arapahoe County, Colorado Party Steering Group of DIP Lenders,
Roll-Up Noteholders and Senior
grosenberg@co.arapahoe.co.us Noteholders

arovira@sidley.com
emcdonnell@sidley.com

10-14997 PROOF OF SERVICE 10


Diane W. Sanders on behalf of Creditor Robert M. Sasloff on behalf of Creditor
Nueces Couny Credera Enterprises Company

austin.bankruptcy@publicans.com elliot.schuler@bakermckenzie.com
John Scott on behalf of Interested Party James P. Seery on behalf of Creditor
Universal Studios Home Entertainment Steering Group of Senior Secured
LLC Noteholders

jlscott@reedsmith.com nbesdin@sidley.com
mcnelson@sidley.com
Susan K. Selfin on behalf of Unknown Andrea Sheehan on behalf of Creditor
KFT Entreprises No 2 LP Carrollton-Farmers Branch ISD

sselfin@wrslawyers.com sheehan@txschoollaw.com
coston@txschoollaw.com
ashee1@yahoo.com
garza@txschoollaw.com
Aaron M. Silver on behalf of Creditor William M. Silverman on behalf of
Brownstone Shopping Plaza, LLC as Creditor FM Facility Maintenace LLC
assignee to Telegraph/west Shopping f/k/a IPT, LLC
Center Associates, LLC
wsilver@bbwg.om
asilver@honigman.com
S. Steward Smith on behalf of Creditor Owen M. Sonik on behalf of Creditor
EPB of Chattanooga Spring Branch Independent School
District
presleyrd@epb.net
ratledgeam@epb.net osonik@pbfcm.com
Martin Sosland on behalf of Debtor S. Alan Stanley on behalf of Unknown BIC
Blockbuster Inc. Management Corporation

martin.sosland@weil.com astanley@wbwcb.com
lyle.bartram@weil.com jhagan@wbwcb.com
Stephen Z. Starr on behalf of Interested Matthew G. Summers on behalf of
Party Safeway Inc. Creditor BIT Holdings Fifty-Two, Inc

sstarr@starrandstarr.com summersm@ballardspahr.com
schoi@starrandstarr.com

10-14997 PROOF OF SERVICE 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