Eolas Technologies Incorporated v. Adobe Systems Incorporated et al

Filing 412

NOTICE by Blockbuster Inc. Notice of Bankruptcy (Attachments: # 1 Exhibit A)(Wooten, David)

Eolas Technologies Incorporated v. Adobe Systems Incorporated et al

Doc. 412 Att. 1

EXHIBIT A

Dockets.Justia.com

Docket #0001 Date Filed 9/23/2010
( O f f i u a l l ' o r m I)<4/10)

United States Bankruptcy Court Southern District of New York
Niine ot Debtor (it individual enter Last First Middle) Blockbuster Int. All Other Names used bv the Debtor in the last 8 years (include married maiden and trade names)

Voluntary Petition

N l t n c o t Joint Debtor (Spouse) (Last First Middle) N / A

SEE RIDER 1
l a s t four digits of Soc Sec or Individual Taxpayer I D (I I IN) No/Complete LIN (if more than one state all) 5 2 - 1 6 5 5 1 0 2 Street Address of Debtor (No and Street City and State)

All Other Names used by the Joint Debtor in the last 8 years (include married maiden and trade names) N / A I ast tour digits of Soc Sec or Individual 1 axpayer I D (ITIN) No /Complete LIN (it more than one state all) N / A Street Address ot Joint Debtor (No and Street City and State) N / A

1201 Elm Street Dallas Texas
/IPCODL County of Residence or ot the Principal Place of Business D a l l a s C o u n t y 75270

ZIP C O D E N / A County of Residence or of the Principal Plate of Business N / A

Mailing Address of Debtor (if different from street address)

N/A
71PCODI N / A I ocation ot Principal Assets of Business Debtor (if different from street address above) N / A

Mailing Address of Joint Debtor (if different from street address) N / A

/ I P CODE N / A

/ I P CODE N / A T v p e of Debtor (Form ot Organization) (Check one box ) · Individual (includes Joint Debtors) Sec f xhtbn D on page 2 of this form · · D D D D B Nature of Business (Check one box ) Health Care Business Single Asset Real Fstate as defined in II U S C § 1 0 1 ( 5 1 8 ) Railroad Stockbroker Commodity Broker Clearing Bank Other Tax-Exempt Entity ( C h e c k b o x if applicable ) · Debtor is a tax-exempt organization under 1 itle 26 of the United Stales Code (the Internal Revenue Code) Q · B D · Chapter? Chapter 9 Chapter 11 Chapter 12 Chapter 1 "\ Q D Chapter 1 ^ Petition for Recognition of a Foreign Main Proceeding Chapter 15 Petition for Recognition of a Foreign Nonmam Proceeding Chapter of Bankruptcy Code Under Which the Petition is t i l e d (Check one box)

1 3 Corporation (includes LI C and LLP)

D

Pirtnership

CD Other i If debtor is not one ot the i b o v e entities check this box and state type of entity below )

Nature of Debts (Check one box)

Retail

·

Debts are primarily consumer debts detmed in 11 U S C * 101(8) as incurred by an individual primarily for a personal fimily or household purpose

Debts ire primarily business debts

Chapter 11 Debtors Check one box:
C] ^ Debtor is a small business debtor as defined in 11 U SC < I0!(5ID) i Debtor is not a small business debtor as detmed in U C S C i) 101(51D)

Filing hee (Check one box)
El LJ Full Filing Fee attached Filing Fee to be paid in installments (applicable to individuals only) Must attach signed ipplicatKin tor the court s consider it ion certityme that the debtor is unable to pay tee except in mstatlmems Rule i006(b) See Ofiiciil Form ^A Filing Fee \Mt\erieqiiesled (applicable to chipter 7 individuals only) tor the u nit s consaleianon See Ofticiat Form 3B Must attach smned application

Check if:
Cj Debtor s aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2 343 300 (amount subject to adjustment on 4/01/13 and every three years thereafter)

Q

C h e c k ail a p p l i c a b l e b o x e s : Cj II A plan is being filed with this petition '\cceptanccs ot the plan were solicited prepetition from one or more classes ot creditors in accordance with 11 U S C « 1126(B) THIS SPACE IS FOR COURT LSE ONLY

Statistical/Administrative Information
13 r"l Debtor estimates that tunds will be available for distribution to unsecured creditors Debtot estimates that after any exempt pmpertv is excluded and administrative expenses p ud there will be no tunds av ulable tor distribution lo unsecured creditors

tstimaied Number U Cieditors

D
I 49

D
50 «)

·
100 w
MOO 001 to SSOOtKK)

·
:(X)-w

D
1(100·HXX)

a
S(X)t 10 IKK)

a
10 (XII 25 (XX)

a
25 001 10 (XX)

a
50 001 KXXKIO

1 3
Over 100 (XK)

Estimated Assets SO to SSOOOO

a

SSOMlto MOOIXX)

a

·

a
SSIK) 001 to %\ million

·MOOOOOt to S10 million

a

MOIXKMXIl 11 SS0 million

a

IVMJOOOOI to SIM) million

D

MOO 000 001 t) S5(X) million

a

$s00 000 001 to SI billion

a

Mi re thin SI billion

1 3

[ slim iled Lnbilities «*lto "OOOIX)

a

ViOOOln MOOOOO

a

SIOOOOUo VilXXXX)

a

MOOOOIto SI million

a

Id (XXI001 OMO million

MOOOOOOl to SSI) million

SSOOOOOOl to $100 milhi n

a

MOO 000 001 to tt(X) million

a

SSOOOIXIOOl lo SI billion

Mi re than SI billion

U S ACTIVE v n S 0 3 < n i \ 0 1 \ 2 7 2 5 8 ( X ) 0 4

(OfTicidlForm I) (4/10) FORMBI Pti,e2 \ oluntary Petition 'Timpani muu be u mplt led ami nlftl in tu n imri Name of Debtoits) Blockbuster Inc. | Date i iled N/A Date Filed N/A |

All Prior Bankruptcy Case Filed Within Last 8 Years (If more than two attach additional sheet) 1 ocation Where 1 iled I ocation Where 1 iled Name of Debtor S E E RIDER 2 District S O U T H E R N DISTRICT O F N E W YORK Case Number N/A NONE Case Number N/A N/A Pending Bankruptcy Case Filed by any Spouse, Partner or Affiliate of this Debtor (If more than one attach additional sheet) Case Number PENDING Relationship SEE RIDER 2 Date Filed SEE RIDER 2 Judge PENDING

Exhibit A (To be completed if debtor is required to file periodic reports (e g forms 10K and 10Q) with the Securities and Fxchange Commission pursuant to Section 13 or 15(d) ot the Securities Lxchange Act of 1934 and is requesting relief under chapter 11 )

Exhibit B
f Co he umipletcd if dcNor is mi wJividiul whrtsc iteNs rfrc prmtanl> etmsumer debit)

N/A I the attorney for the petitioner named m the foregoing petition declare that 1 have informed the petitioner that |he or she) may proceed under chapter 7 11,12 or 13 of title 11 United States Code and have explained the relief available under each such chapter I further certify that 1 have delivered to the debtor the notice required by :* M2(b)

E3

Fxhtbtt A is attached and made a part of this petition X Signature of Attorney for Debtorts) Exhibit C Date

Does the debtor own or have possession of any property that poses or is alleged to pose a threat ot imminent and identifiable harm to public health or safety'' D S \ es and hxhibit C is attached and made a part of this petition No Exhibit D N/A ( To be completed bv every individual debtor D If a |omt petition is tiled each spouse must complete and attach a separate Exhibit D )

I xhibit D completed and signed by the debtor is attached and made a part of this petition

it this is a joint petition Q Exhibit D also completed and signed by the |oint debtor is attached and made a part ot this petition Information Regarding the Debtor - Venue (Check any applicable box ) D ES D Debtor has been domiciled or has had a residence principal place ot business or principal assets in this District for 180 days immediately preceding the date ot this petition or for a longer part of such 180 days than in any other District There is a bankruptcy case concerning debtor s affiliate general partner or partnership pending in this District Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District or has no principal place of business or assets in the United States but is a defendant in an action or proceeding | in a federal or state court] in this District or the interests ot the parties will be served in regard to the relief sought in this District Certification by a Debtor W h o Resides as a Tenant of Residential Property {Check allappluable boxes) N/A CD i andlord has a judgment against the debtor for possession of debtor s residence (It box checked complete the following ) (Name of landlord that obtained judgment) (Address of landlord) · Debtor claims that under applicable nonbankruptcy law there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession after the judgment tor possession was entered and Debtor has included with this petition the deposit with the court of any rent that would become due during the 30 day period after the filing of the petition Debtor tertifies that he/she has served the 1 andlord w ith this certification (1! U S C (| 362( 1))

·

·

US ACTIVE \435O3531\01\27258 00O4

(Officta! Form 1) (4/10)

1 FORMBI PM,el 1 Name of Debtorfs) Blockbuster Inc.

Vduntarv Petition iWits ihi^e must bt lontptcutf and filed in evtn (use)

Signatures
Signature(s) of Debtorts) (Individual/Joint) Signature of a Foreign Representative N/A 1 declare under penalty of perjury that the information provided in this petition is true and correct, that I am the foreign representative ot a debtor in a foreign proceeding, and that I am authorized to file this petition

|

N/A
1 declare under penalty of perjury that the information provided in this petition is true and correct I If petitioner is an individual whose debts are primarily consumer debts and has chosen to file under chapter 7| 1 am awire that 1 mav proceed under chapter 7 11 12 or 13 of title II United States Code understand the relief available under each such chapter and choose to proceed under chapter 7 (If no attorney represents me and no bankruptcy petition preparer signs the petition| 1 have obtained and read the notice required by 11 U S C 1) 342(b) I request re lief in accordance with the chapter of title 11 United States Code specified m this petition

(Check only one box ) O 1 request relief m accordance with chapter 15 of title 11 United States Code Certified copies of the documents required by 11 U S C § 1515 are attached Pursuant to 11 U S C ^ 1511 1 request relief in accordance with the chapter of title 11 specified m this petition A certified copy of the order granting recognition of the foreign main proceeding is attached

·

X Signature of Debtor X Signature ot Joint Debtor (.Printed Name of Foreign Representative) Telephone Number (if not represented by attorney) Date Date X [.Signature of Foreign Representative)

Signature of Attorney*

Signature of Non-Attorney Bankruptcy Petition Preparer N/A I declare under penalty of perjury that (1) 1 am a bankruptcy petition preparer as defined in 11 U S C i) 110 (2) 1 prepared this document for compensation and have provided the debtor with a copy ot this document and the notices and information required under 11 U S C i)<! 110(b) 110(h) and 342(b) and (3) if rules or guidelines have been promulgated pursuant to 11 U S C i! 110(h) setting a maximum fee for services chargeable by bankruptcy petition preparers 1 have given the debtor notice of the maximum amount before preparing any document for filing tor a debtor or accepting any fee from the debtor as required in that section Official Form 196 is attached Printed Name and title if any ot Bankruptcy Petition Preparer Social Security number (If the bankruptcy petition preparer is not an individual state the Social-Security number of the officer principal responsible person or partner ot the bankruptcy petition preparer ) (Required by 11 U S C i) 110 ) Address

<z3t fih.
Stephen Karotkin

rn i 714-

Signature of Attorney tor Debtor(s) Printed Name of Attorney for Debtor! s) Weil. Gotshal & Manges L L P 1 inn Name 767 Fifth Avenue N e w York. N e w York 10153 Address 212-310-8000 relephone Number Date x' * In a case in which t* 707(b)(4KD) applies this signature also constitutes a cenificanon that the atlomey has no knowledce alter an inquiry that the information in the schedules is incorrect

X

Signature of Debtor (Corporation/Partnership) I declare under penalty of perjury that the information provided m this petition is true and correct and that 1 have been authorized to file this petition on behalf of the debtor Date Signature of bankruptcy petition preparer or officer principal responsible person or partner whose Social Security number is provided above Names and Social Security numbers of all other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is not an individual Sig&iFure of Autlfcnzed Individual RodericM»^M)onald Printed Name of Authorized Individual Vice President. General Counsel, and Secretarv Title ot Authorized Individual If more than one person prepared this document attach additional sheets conforming to the appropriate official form for each person A bankruptc\ petition preparer i failure to cowph with the provisions of title 11 and the Federal Rules of Bankrupu \ Procedure nia\ result in fines or imprisonment or both 11 V S C 1)110 IS USC $/5(5

Date »

RIDER 1 - OTHER NAMES USED BY THE DEBTOR IN LAST EIGHT YEARS In addition to any names listed on the Voluntary Petition, the debtor in this case and/or its affiliated debtors may have used one or more of the following names (including trade names) during the previous 8 years: 2 Day Video, Inc. of Georgia AHV Holding Corp. Atlantic Associates, Inc. Atlantic Entertainment Group, Inc. Blockbuster Amphitheater Corp. Blockbuster Computer Systems Corp. Blockbuster Entertainment Corp. Blockbuster Limited Partner Holdings LLC Blockbuster SC Video Operating Corp. Blockbuster Texas LP Charlotte Amphitheater Corp. HEC Acquisition Corp. Major Video Super Stores, Inc. Montgomery Acquisition, Inc. On-Line Subscription Services, Inc. The T.V. Factory, Inc. The Westside Amphitheatre Corp. UI Video Stores, Inc. WJB Realty, L.P. WJB Video Limited Partnership Trading Inc. Blockbuster Digital Inc. Moviefly, LLC Moviefly, Inc. Green Flower Company, Inc. Bluehorse 3PI Blockbuster Video Distribution, Inc.

US.ACT!VE:\43503531 \01 \27258 0004

RIDER 2 - LIST OF FILING ENTITIES On the date hereof, each of the affiliated entities listed below (including the debtor in this chapter 11 case) filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the "Court). A motion has been filed or shortly will be filed with the Court requesting that the chapter 11 cases of these entities be consolidated for procedural purposes only and jointly administered.
Blockbuster Inc. 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. B'LLC

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CASHWUffllt
( ( ( f ( ( ( ( ( ( ( ( ( ) ) ) ) ) ) ) ) ) ) ) ) )

»AmMLEB
September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010 September 23, 2010

10101010101010101010101010-

US_ ACTIVE \43'i03531\01\27258 0004

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Chapter 11 Case No. 10(Joint Administration Requested) Debtor.

In re BLOCKBUSTER INC.,

EXHIBIT "A" TO VOLUNTARY PETITION
1.

The debtor has securities registered under Section 12 of the Securities and Exchange Act of 1934. The debtor's SEC file number is 001-15153. The following financial data is the latest available information and refers to the debtor's condition on August 1, 2010. a. b. c. Total Assets Total Debts Debt securities held by more than 500 holders.
Approximate Number of Holders Institutional Holders-41 2 Institutional Holders- l l 4

2.

$1,017,035,832 $1,464,939.759

secured [X] unsecured [~| secured d] secured Q secured Q d.
1 2 1 4 5

subordinated

Q

Amount $630.0m.0O0l $300.000.0()03 $ $

unsecured ^ unsecured O unsecured \Z\

subordinated El subordinated HI subordinated f 1

·ed Number of shares of preferred stock

32.6105

11.75% Senior Secured Notes due 2014. The total number of individual holders is unknown, but may be greater than 500. 9% Senior Subordinated Notes due 2012. The total number of individual holders is unknown, but may be greater than 500. As of September 2, 2010.

US ACTIVE \43503531\OI\27258 0004

Number of shares of common stock

223,801,559

Comments, if any: Class A common stock: 151,801,559/Class B common stock: 72,000,000

3.

Brief description of debtor's business: More than twenty five years ago. Blockbuster became the first national retail chain provider of in-home entertainment, with its blue and gold torn-ticket logo symbolizing the decision by consumers to forego the movie theatre experience and "Make it a Blockbuster Night"® by staving home to watch the latest in new movie title releases from the convenience of their living rooms. Since its incorporation in 1982, Blockbuster has expanded its retail business operations domestically and abroad via a mix of corporate and franchisee-owned stores, with, as of August 29, 2010, over 5,600 stores in the United States and its territories and 16 other countries. To manage its properties. Blockbuster employs approximately 25,500 employees who perform a variety of critical functions, including customer service, inventory control, management, leasing, accounting, marketing, purchasing and sales, shipping, tax, technical services, and legal services. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote 5% of more of the voting securities of debtor: Intana Management, LLC; M.A.M Investment Ltd; Prentice Capital Management LP. Michael Zimmerman, The Goldman Sachs Group, Inc.

4.

As of September 2, 2010.

US_ACTIVE:\43503531\01\27258.0004

CERTIFICATE OF RESOLUTIONS OF BLOCKBUSTER INC. September 22, 2010 The undersigned, being the duly elected Vice President, General Counsel, and Secretary of Blockbuster Inc., a Delaware corporation (the "Company"), DO HEREBY CERTIFY that the resolutions set forth on Exhibit "A" attached hereto is a true copy of the resolutions adopted by the Board of Directors of the Company (the "Board") at the Board meeting of the Company held on September 22, 2010 and that such resolutions have not been altered, amended or rescinded and are still in full force and effect as of the date hereof. (Signature Page Follows]

US -UTIVF U350353l\ni\?7?ss* 0004

IN WITNESS WHEREOF, the undersigned has hereto subscribed his name as of the date first written above. _^--,

By: /^Rodefick J. McDonald Titles Vice President, General Counsel, and SgCFetao of Blockbuster Inc.

Exhibit A RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS WHEREAS, in the judgment of the Board, it is desirable and in the best interest of the Company, its creditors and other interested parties that a petition be filed by the Company seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"); and WHEREAS, the Company is the sole member of Blockbuster Investments, LLC ("Investments") and B2 LLC ("B2" and, together with Investments, collectively the "LLC Subsidiaries"); and WHEREAS, in the judgment of the Board, it is desirable and in the best interest of the LLC Subsidiaries, their creditors, employees, and other interested parties that a petition be filed by the LLC Subsidiaries seeking relief under the provisions of chapter 11 of the Bankruptcy Code. NOW THEREFORE BE IT RESOLVED, that any of the Chief Executive Officer, Chief Restructuring Officer, Chief Financial Officer, Chairman of the Board, Executive Vice President, General Counsel, Vice President, and Secretary of the Company and any other person designated and so authorized to act by the aforementioned officers (each such officer or designee being an "Authorized Person"), be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and verify the Company's petition under chapter 11 of the Bankruptcy Code, thereby commencing the chapter 11 case (the "Chapter 11 Case") and to cause the same to be filed in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") or in such other authorized jurisdiction and at such time as such Authorized Person executing the petition shall determine; and it is further RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed in the name and on behalf of the Company, as sole member of the LLC Subsidiaries, to execute and verify the LLC Subsidiaries' petitions, all schedules, motions, lists, applications, pleadings, and other documents, and to take and perform any and all further acts and deeds that such Authorized Person deems necessary, appropriate, proper, or desirable to commence a case under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and to take such other actions, as in the judgment of any such Authorized Person shall be or become necessary, proper, and desirable to effectuate the successful prosecution of the LLC Subsidiaries' chapter 11 cases; and it is further RESOLVED, that the law firm of Weil, Gotshal & Manges LLP be, and hereby is, engaged as attorneys to the Company under a general retainer in the Chapter 11 Case, subject to any requisite approval of the Bankruptcy Court; and it is further RESOLVED, that the firm of Rothschild Inc. be, and hereby is, engaged to provide financial and investment banking services to the Company in the Chapter 11 Case, subject to any requisite approval of the Bankruptcy Court; and it is further

US ACTIVE.\43503531\01\2725S 0004

RESOLVED, that the firm of Alvarez & Marsal North America, LLC be, and hereby is, engaged to provide restructuring advisory services to the Company in the Chapter 11 Case, subject to any requisite approval of the Bankruptcy Court; and it is further RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and file, in addition to the petition, all schedules, motions, lists, applications, pleadings, and other documents, and to take and perform any and all further acts and deeds that such Authorized Person deems necessary, appropriate, proper, or desirable in connection with the Chapter 11 Case, with a view to the successful prosecution of such case; and it is further RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to engage and retain all assistance by legal counsel, accountants, financial advisors, restructuring advisors, and other professionals (including, without limitation, those professionals specifically named herein) in connection with the Chapter 11 Case, on such terms as such Authorized Person deems necessary, appropriate, proper or desirable, with a view to the successful prosecution of such case; and it is further RESOLVED, that in connection with the conduct of the business and affairs of the Company and the LLC Subsidiaries during the Chapter 11 Case, any Authorized Person be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, execute, deliver, enter into, file and/or record any and all of the agreements, instruments, motions, certifications, applications, consents, assignments, and other documents referenced herein and such other agreements, instruments, applications, consents, assignments, and other documents as may be or become required or as such Authorized Person deems appropriate or advisable, and to perform or cause the performance thereof, with the execution, delivery, certification, filing, or recording thereof to constitute evidence of such approval, and to take such other actions as, in such Authorized Person's judgment, shall be or become necessary, appropriate, proper, or desirable or to effectuate the resolutions adopted and matters ratified or approved herein, the consummation of the transactions contemplated hereby, and a successful reorganization of the Company and the LLC Subsidiaries; and it is further RESOLVED, that in connection with the Chapter 11 Case, each Authorized Person be, and each hereby is, authorized and empowered on behalf and in the name of the Company, to negotiate, execute, deliver, and perform or cause the performance of (i) a debtor-inpossession credit agreement between the Company, the LLC Subsidiaries and any pertinent affiliates as borrowers or guarantors on the terms and for such amounts as any Authorized Person deems appropriate (collectively, the "Credit Agreements"), (ii) any and all agreements or instruments on behalf of the Company, the LLC Subsidiaries and any pertinent affiliates (including, in connection therewith, such notes, security agreements, pledge agreements, mortgages, guarantees, fee letters, bailee letters, collateral access agreements, deposit account control agreements, securities account control agreements, and other agreements or instruments on behalf of the Company, the LLC Subsidiaries and any pertinent affiliates (such other agreements and instruments together with the Credit Agreements being referred to collectively as the "Financing Documents")) necessary or advisable in order to consummate the transactions contemplated under the Financing Documents, the performance of the Company and the LLC

US ACTIVE \43503'i3l\f)l\?72S8 0004

Subsidiaries' obligations and grant of security interest contemplated thereby and the guaranty of the obligations thereunder, with such changes to the Financing Documents or additions thereto as the Authorized Person executing the same shall approve as being necessary or desirable, such approval to be evidenced by such execution and (iii) any and all amendments, supplements and changes to the Financing Documents as any such Authorized Person executing the same may consider necessary, proper or desirable, such determination to be evidenced by such execution; and it is further RESOLVED, that in connection with the Chapter 11 Case, (a) the Board authorizes and approves (i) the execution, delivery and performance of. a Plan Support Agreement (the "Plan Support Agreement"), substantially on the terms of the draft Plan Support Agreement which have been described to the Board and with such changes thereto as the Authorized Person executing the same shall approve, and (ii) any transactions effected or to be effected pursuant to the terms and provisions of the Plan Support Agreement; and (b) any Authorized Person be, and hereby is, authorized and empowered, in the name and on behalf of the Company, to negotiate, execute, deliver, and perform or cause the performance of the Plan Support Agreement, as such Authorized Person executing the same considers necessary, appropriate, proper, or desirable to effectuate the transactions contemplated by the Plan Support Agreement and other arrangements necessary, appropriate, proper, or desirable in the interests of the Company and the LLC Subsidiaries in connection with the Chapter 11 Case, such determination to be conclusively evidenced by such execution or taking of such action; and it is further RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed in the name and on behalf of the Company, to execute such consents of the Company and the LLC Subsidiaries as such Authorized Person considers necessary, appropriate, proper, or desirable to effectuate these resolutions, such determination to be conclusively evidenced by such execution or taking of such action; and it is further RESOLVED, that any and all past actions heretofore taken or caused to be taken by any Authorized Person or member of the Board in the name and on behalf of the Company that would be permitted to be taken by the preceding resolutions if such resolutions had been adopted before the time such actions were taken or caused to be taken, and the same are hereby ratified, approved, confirmed, and adopted in all respects.

US_ACT1VE \43503531\01\27258 0004

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re BLOCKBUSTER INC., Debtor.

Chapter 11 Case No. 10(Joint Administration Requested)

CONSOLIDATED LIST OF 50 LARGEST UNSECURED CLAIMS The following is a list of creditors holding the fifty (50) largest unsecured claims against the above-captioned debtor and its debtor affiliates (collectively, the "Debtors")1, all of which simultaneously have commenced chapter 11 cases in this Court. The list has been prepared on a consolidated basis from the unaudited books and records of the Debtors. The list has been prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in the Debtors' chapter 11 cases. The list does not include (i) persons who fall within the definition of "insider" set forth in 11 U.S.C. § 101(31) or (ii) secured creditors unless the value of the collateral is such that the unsecured deficiency places the creditor among the holders of the 50 largest unsecured claims. The information contained herein shall not constitute an admission of liability by, nor is it binding on, the Debtors. Moreover, nothing herein shall affect any Debtor's right to challenge the amount or characterization of any claim at a later date.

The Debtors, together with the last four digits of each Debtor's federal tax identification number, are Blockbuster Inc. (5102); Blockbuster Canada Inc. (1269); Blockbuster Digital Technologies Inc. (9222); Blockbuster Distribution, Inc. (0610); Blockbuster Gift Card, Inc. (1855); Blockbuster Global Services Inc. (3019); Blockbuster International Spain Inc. (7615); Blockbuster Investments LLC (6313); Blockbuster Procurement LP (2546); Blockbuster Video Italy, Inc (5068); Movielink, LLC (5575); Trading Zone Inc. (8588); and B2 LLC (5219).

US \CTIVE\4150353l\01\''72s8 0004

Estimated amount Samt of creditor and Same, telephone number, andNature of tlaun Indicate if of claim complete mailing addn&i, complete matting address, (trade debt, bank claim is (if secured, a&o including zip code loan, government contingent, including zip code, state value of contract, etc.) of employee, agent, of security) disputed, ar department of creditor familiar lubjectto with claim jutaff _ who may he contacted THE BANK OF NEW YORK MELLON, AS INDENTURE TRUSIbE 600 N. Pearl Street Suite 420 Dallas, TX 75201 TWENTIETH CENTURY FOX HOME ENTERTAINMENT 2121 Avenue of the Stars, 11th FL Los Angeles, CA 90067 WARNER HOME VIDEO INC 4000 Warner Blvd., Bldg 168 Burbank, CA 91522 SONY PICTURES HOME ENTERTAINMENT 10202 West Washington Blvd Culver City, CA 90232 THE WALT DISNEY COMPANY Attn: Patrick T. Giordano, Vice President Bond Debt Tel: [phone] Fax: [phone] Attn: Al Leonard, Sr. VP Credit and Collections Trade Payable Studio Tel: [phone] Fax: [phone] Attn: Rohit Patel, VP Credit & Collections Tel: [phone] Fax: [phone] Attn: Michael Schillo, VP Credit & Customer Finance Unliquidated $21,603,028.71 Unliquidated $315,121,589.67

Trade Payable Studio

Unliquidated

$18,967,976.91

Trade Payable Studio Tel: [phone] Fax: [phone] Attn: Chuck Moore, Corporate Credit & Collections Tel: [phone] Fax: [phone] Attn: Craig Kornblau, President Tel: [phone] Fax: [phone]

Unliquidated

$13,301,107.55

Trade Payable Studio

Unliquidated

$8,577,973.72

500 S. Buena Vista St Burbank, CA 91521 UNIVERSAL STUDIOS HOME ENTERTAINMENT 100 Universal City Plaza Universal City, CA 91608

Trade Payable Studio

Unliquidated

$8,286,890.21

All claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments, which are not reflected on this Schedule.

US._ACT1VE:\43503531\01\27258.0004

\amet uUphonr number, and complete mailtng addrew, '· inttuduig zip code, of employee, agent, or dtpartment oft. reditorfomibar %ith claim I be contacted LIONS GATE 2700 Colorado Avenue, Suite 200 Santa Monica, CA 90404 COGNIZANT TECHNOLOGY SOLUTIONS 500 Frank W Burr Blvd. Tea neck, NJ 07666 SUMMIT ENTERTAINMENT 1601 Cloverfield Blvd Suite 200 South Tower Santa Monica, CA 90404 STARZ MEDIA ANCHOR BAY ENTERTAINMENT 2950 N Hollywood Way 3rd Floor Burbank, CA 91505 ATSiT Attn: Wayne Levin, General Counsel Tel: [phone] Fax. [phone] Attn. Francisco D'Souza, President & CEO Tel- [phone] Fax: [phone] Attn: Stephen Nickerson, President Tel: [phone] Fax [phone] Attn. Robert B. Clasen, CEO & President

Bstw&ed amount
"i

of

wmM1- -- "Hrffl
Trade Payable Studio Unliquidated

$7,908,719 95

Trade Payable

$3,071,262.00

Trade Payable Studio

Unliquidated

$3,003,223.35

Trade Payable Studio Tel: [phone] Fax [phone] Attn James W Callaway, SEVP Executive Operations Trade Payable

Unliquidated

$2,794,868.16

$2,732,933 13

208 S Akard St. Dallas, TX 75202 INTEGRATED PROCESS TECHNOLOGIES 10 Columbus Blvd. 4th Floor Hartford, CT 06106 El ENTERTAINMENT US LP 22 Harbor Park Drive Port Washington, NY 11050

Tel: [phone] Fax: [phone] Attn. Jim Reavey, CEO Trade Payable Tel. [phone] Fax- [phone] Attn- Michael Koch, CEO Trade Payable Studio Unliquidated $1,849,466 34 $1,987,339.22

Tel [phone] Fax [phone]

US ACTIVE vmm31\01\27258 0004

Wflameofcreditor'and complete mailing address, -g., : incbkSng dp code

- a l a f j i«r

r*|M ·:;:\agK#^ara i ^ p i DEVELOPERS DIVERSIFIED REALTY CORP

Indicate if Name, tehphone number, and Nature of claim Estimated amount complete mailing addrcis, (trade debt, bank claim is of chum including zip code, (if secured, also loan, government contingent, unliquidated, state talue of of employee, agent, or iontrait,ete) security) department of creditor familiar dispuhd, or Kith claim subject to *ha may be contatted setoff
Attn: Daniel B. Hurwitz, President & CEO Trade Payable Rent; Lease Termination Agreement

Unliquidated

$1,245,523.67

3300 Enterprise Parkway Beachwood, OH 44122 COMPUCOM SYSTEMS INC

Tel: [phone] Fax: [phone]
Attn: James W. Dixon, President and CEO

Trade Payable 7171 Forest Ln. Dallas, TX 75230-2306 HUGHES ELECTRONICS CORP

$1,180,613.27

Tel: [phone] Fax: [phone]
Attn: Pradman P. Kaul, President & CEO Trade Payable

$1,049,332.20

11717 Exploration Lane Germantown, MD 20876 MAGNOLIA PICTURES LLC

Tel: [phone] Fax: [phone]
Attn: William S. Banowsky Jr., CEO Trade Payable Studio Unliquidated

$832,413.50

2222 S Barrington Ave Los Angeles, CA 90064 SITEL OPERATING CORP

Tel: [phone] Fax: [phone]
Attn: David E Garner, President, CEO and Director Trade Payable

3102 West End Ave. Ste 1000 Nashville, TN 37203 COCA-COLA ENTERPRISES

$768,190.67

Tel: [phone] Fax: [phone]
Attn: John F. Brock, CEO Trade Payable Unliquidated

$703,412.31

2500 Windy Ridge Parkway Atlanta, GA 30339 PHASE 4 FILM (USA), LLC 1867 Yonge Street Suite 650 Toronto, ON M4S 1Y5 Canada

Tel: [phone] Fax: [phone]
Attn: Berry Meyerowitz, President Trade Payable Studio Unliquidated

$698,483.41

Tel: [phone] Fax: [phone]

US ACTIVE \435O3'i31\0l\272<i8 0004

Same of creditor and Name, telephone number, andNature of claim Indieatie if Estimated amount of claim complete mailing address, complete mailing address, (trade debt, bank claim is including zip code, (if secured, also including zip code loan, government contingent, of employee, agent, or state value of contract, etc) unliquidated, department of creditorfamUiar security) disputed, or with claim subject to who may be contacted setoff STEWART TENANTS CORP. C/0 Douglas Elliman Property Management 655 Third Ave. New York, NY 10017 IFC (RAINBOW MEDIA ENTERPRISES) 11 Penn Plaza, 18th Floor New York, NY 10001 TECHNIMARK INC Attn: Erin Hussein, Property Manager

Tel: [phone] Fax: [phone] Attn: Thomas C. Dolan, CEO

Lease Termination Agreement

Unliquidated

$518,148.00

Tel: [phone] Fax: [phone] Attn: Donald Wellington, President Tel: [phone] Fax: [phone] Attn: Samuel J Palmisano, Chairman, President and CEO Tel: [phone] Fax: [phone] Attn: Michael D. Fricklas, General Counsel

Trade Payable Studio

Unliquidated

$464,509.85

Trade Payable 180 Commerce Place Asheboro, NC 27203 IBM CORPORATION

Unliquidated

$453,404.88

Trade Payable

$434,021.32

New Orchard Rd Armonk, NY 10504 VIACOM

Contract Claim 1515 Broadway New York, NY 10036 REDPRAIRIECORP Tel: [phone] Fax: [phone] Attn: Michael Mayoras, CEO Trade Payable 20700 Swenson Drive Waukesha, Wl 53186 BELL, MARY 8626 Inwood Road Dallas, TX 75209 Tel: [phone] Fax: [phone] Attn: Bell, Mary Severance Tel: [phone]

Unliquidated Contingent

$405,543.00

$394,770.15

$363,456.00

US..AC.TIVE:\435O353l\01\27258.00O4

lame of creditor and complete mailing addreyt, tin. hiding *ip code

\ame, telephone number, and Suture of claim Indicate if complete maihng address, (trade debt, bank claim u including zip cade, loan, government contingent, of employee, agent, or contract, etc ) unliquidated, department of creditor familiar duputtd, or HI/ZI ctatm subject to a ho may be contacted setoff Attn: Bruce M. Johnson, Executive Vice President & CFO

REGENCY CENTERS LP

1 Independent Drive # 114 Jacksonville, FL 32202Tel: [phone] Fax: [phone] ACXIOM CORPORATION Attn: John A. Meyer, President, CEO, and Director 601 E. 3rd St Little Rock, AR 72201 MERKLE INC 7001 Columbia Gateway Dr. Columbia, MD 21046 TALEO CORPORATION Tel: [phone] Fax: [phone] Attn. David Williams, CEO

Trade Payable Rent

Unliquidated

$345,396.75

Trade Payable

$326,016.98

Trade Payable Tel: [phone] Fax: [phone] Attn: Michael Gregoire, President & CEO Trade Payable

Unliquidated

$318,154.75

$312,631.28

4140 Dublin Blvd, Ste 400 Dublin, CA 94568 PARTNERSHIP MARKETING, INC.

Tel: [phone] Fax: [phone] Attn: Michael Waters, President Trade Payable $302,139.86

14360 Sommerville CT. Midlothian, VA 23113 VIVA PICTURES LLC

Tel: [phone] Fax: [phone] Attn: Victor Elizalde, President

1539 Westwood Blvd. Los Angeles, CA 90024 BIC MANAGEMENT CORP

Trade Payable Studio

$300,087.20

Tel: [phone] Attn: John Breder, Principal Manager Lease Termination Agreement Tel: [phone] Fax. [phone] Unliquidated $300,000 00

C/O Breder Management Corporation 9861 SW 184 Street Miami, FL 33157

US ACTIVE U3503')31\01\272<i8 0004

' of i reditor and te mailing addrew. lading zip code

\ame, tehphone number, and \ai iitfcwm complete mailing address, (trade deK bank tnttuding op t ode loan,wmernment of employee, agent, or contract, etc.) depot tment of creditor familiar with claim »ho may be contacted Attn: Clive Maclean, CEO Trade Payable

pa- ·

-^

Indicate if ' Estimated amount of claim chum is (if secured, also contingent, state value of i unliquidated, security) i disputed, or subject to setoff

CIRCLE.COM

$300,000.00

4490 Cox Road Glen Allen, VA 23060 FIRST LOOK (MILLENNIUM MEDIA SERVICES) 2000 Avenue of the Stars, Suite 410 Los Angeles, CA 90067 IMAGE ENTERTAINMENT INC

Tel: [phone] Attn: Bill Lee, CEO Trade Payable Studio Tel: [phone] Fax: [phone] Attn: Michael Bayer, General Counsel Trade Payable Studio Tel: [phone] Fax: [phone] Attn: Marc Kesselman, VP & General Counsel Trade Payable Unliquidated $263,797.80 Unliquidated $264,193.34 Unliquidated $297,940.08

20525 Nordhoff Street, Suite 200 Chatsworth, CA 91311 FRITO-LAY INC

7701 Legacy Drive Piano, TX 75024-4002 BROADRIDGE INVESTOR COMMUNICATION SOLUTIONS INC 1981 Marcus Avenue Lake Success, NY 11042 MOELIS & COMPANY LLC

Tel: [phone] Fax: [phone] Attn: Richard J. Daly, CEO Trade Payable Tel: [phone] Fax: [phone] Attn: Kenneth D. Moelis, CEO Trade Payable $254,050.02 Tel: [phone] Fax: [phone] Attn: Bill Nuti, CEO Trade Payable Unliquidated $216,793.50 $254,450.59

399 Park Avenue Floor 5 New York, NY 10022-4416 NCR CORPORATION

3097 Satellite Boulevard Duluth, GA 30096-5810

Tel: [phone] Fax: [phone]

US_ACTIVF \43503531\OI\27258 0004

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I

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Indicate & Name of creditor and Name, telephone number, and Nature of claim Estimated amount of claim complete mailing address, complete mailing address^ (trade debt, bank claim is including zip code including zip code, loan, government contingent, Of secured, also contract, etc.) unliquidated, state value of of employee, agent, or security) department of creditorfamiliar disputed, or " with claim *' subject to '* J who may be contacted setoff KRUMHOLZ, STEPHEN Attn: Stephen Krumholz Severance 5951 County Road, # 3803 Murchison, TX 75778 LEE, BILL 4529 N. Versailles Avenue Dallas, TX 75205 AUTRONIC PLASTICS INC Tel: [phone] Attn: Bill Lee Severance Tel: [phone] Attn: Michael Lax, President and CEO Trade Payable 29 New York Avenue Westbury, NY 11590 GENCORP TECHNOLOGIES INC Tel: [phone] Fax: [phone] Attn: Rob Borrego, President &CEO Trade Payable 12770 Merit Drive # 100 Dallas, TX 75251-1267 AKAMAI TECHNOLOGIES INC Tel: [phone] Fax: [phone] Attn: Paul L. Sagan, President & CEO Trade Payable 8 Cambridge Center Cambridge, MA 02142 STARRETTCITY ASSOCIATES C/O Grenadier Reality Corp 1230 Pennsylvania Ave. Brooklyn, NY 11239 FRANK N MAGID ASSOCIATES INC 1775 Broadway Ste 1401 New York, NY 10019-1903 Tel: [phone] Fax: [phone] Attn: Patricia Ferretti, Director of Commercial Leasing $171,955.14 $176,040.00 $178,106.00 $190,388.00 $199,765.12

Trade Payable Rent

Unliquidated

$170,554.33

Tel: [phone] Fax: [phone] Attn: Frank Magid, Owner Trade Payable Phone: [phone] Fax:[phone] $166,539.97

US_ACnVE:U35O3531\Q]\27258.0OO4

Name of creditor and Name,telephonenumber, and Nature ofclaim Indicate if Estimated amount complete maihng address^ chum is " of chum complete mailing address, (trade debt, bank (if secured, aim including zip code hum, government contingent, Including zip code, unliquidated, state value of contract, etc.) of employee, agent, or department of creditorfamiliar disputed, or security) with claim subject to setoff who may be contacted MAYA ENTERTAINMENT Attn: Jeffrey Gonzalez, COO GROUP INC &CF0 Trade Payable Unliquidated $164,578.43 1201W 5th Street #T210 Studio Los Angeles, CA 900172081 Tel: [phone] GENIUS PRODUCTS Attn: Matthew Smith, Senior Vice President Trade Payable Unliquidated $162,203.85 3301 Exposition Blvd., Studio Suite 100 Tel: [phone] Santa Monica, CA 90404 Fax: [phone]

US_ACTIVE:\4350353!\01\27258.0004

DECLARATION CONCERNING CONSOLIDATED LIST OF CREDITORS HOLDING 50 LARGEST UNSECURED CLAIMS I, the undersigned authorized officer of the debtor in this case, declare under penalty of perjury that I have reviewed the foregoing Consolidated List of Creditors Holding 50 Largest Unsecured Claims and that the list is true and correct to the best of my information and belief.

Dated: 3&1iM& K 2010
B A Roderick J. McDonald Titl^-Vkre President, General Counsel, and Secretary of Blockbuster Inc.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re BLOCKBUSTER INC., Debtor.

Chapter 11 Case No. 10(Joint Administration Requested)

LIST OF CREDITORS' Contemporaneously herewith, the above-captioned debtor and its affiliated debtors and debtors in possession (collectively, the "Debtors")2 have filed a motion requesting a waiver of the requirement for filing a list of creditors pursuant to sections 105(a), 342(a), and 521(a)(1) of title 11 of the United States Code, Rules 1007(a)(1) and 2002(a), (f), and (1) of the Federal Rules of Bankruptcy Procedure, Rule 1007-1 of the Local Bankruptcy Rules for the Southern District of New York, and General Orders 1-133, M-137, M-138, and M-192 of the United States Bankruptcy Court for the Southern District of New York. The Debtors propose to furnish their lists of creditors to the proposed noticing and claims agent. The Debtors have consulted with and received the approval of the Clerk of this Court to implement the foregoing procedures. The list of creditors will contain only those creditors whose names and addresses were maintained in the Debtors' consolidated database or were otherwise ascertainable by the Debtors prior to the commencement of these cases. The schedules of liabilities to be filed subsequently should be consulted for a list of the Debtors' creditors that is comprehensive and current as of the date of the commencement of these cases.

i

The information contained herein shall not constitute an admission of liability by, nor is it binding on, the Debtors. The Debtors, together with the last four digits of each Debtor's federal tax identification number, are Blockbuster Inc. (5102); Blockbuster Canada Inc. (1269); Blockbuster Digital Technologies Inc. (9222); Blockbuster Distribution, Inc. (0610); Blockbuster Gift Card, Inc. (1855); Blockbuster Global Services Inc. (3019); Blockbuster International Spain Inc. (7615); Blockbuster Investments LLC (6313); Blockbuster Procurement LP (2546); Blockbuster Video Italy, Inc (5068); Movielink, LLC (5575); Trading Zone Inc. (8588); and B2 LLC (5219).

Dt CI .A RATION CONCERNING TOP SO CPFDI TOPS OI RI OTKBIJSTFR INC

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re BLOCKBUSTER INC., et al,1

Chapter 11 Case No. 10(_)

(Joint Administration Requested) Debtors.

CORPORATE OWNERSHIP STATEMENT Pursuant to Rules 1007(a) and 7007.1 of the Federal Rules of Bankruptcy Procedure and Rule 1007-3 of the Local Bankruptcy Rules for the Southern District of New York and to enable the Judges to evaluate possible disqualifications or recusals, on behalf of Blockbuster Digital Technologies Inc., its parent Blockbuster Inc. and their debtor affiliates, as debtors and debtors in possession (collectively, die "Debtors"), the undersigned authorized officer certifies the following: A. Ownership of the Debtors' Equity Interests I. Blockbuster Inc. owns 100% of the equity interests in the following Debtor affiliates: 1. 2. 3. 4. Blockbuster Video Italy, Inc. Blockbuster Canada Inc. Blockbuster International Spain Inc. Blockbuster Investments LLC

The Debtors, together with the last four digits of each Debtor's federal tax identification number, are: Blockbuster Inc. (5102); Blockbuster Canada Inc. (1269); Blockbuster Digital Technologies Inc. (9222); Blockbuster Distribution, Inc. (0610); Blockbuster Gift Card, Inc. (1855); Blockbuster Global Services Inc. (3019); Blockbuster International Spain Inc. (7615); Blockbuster Investments LLC (6313); Blockbuster Procurement LP (2546); Blockbuster Video Italy, Inc (5068); Movielink, LLC (5575); Trading Zone Inc. (8588); and B2 LLC (5219).

US_ACTIVE U3<i03531\01\272'!8 0004

5. 6. 7. 8. 9. 10. 11. II.

Blockbuster Global Services Inc. Blockbuster Gift Card, Inc. Trading Zone Inc Blockbuster Distribution, Inc. Blockbuster Digital Technologies Inc. B2 LLC Movielink, LLC

Blockbuster Inc. owns 1% of the equity interests in the following Debtor affiliates: 1. Blockbuster Procurement LP. Remainder held by Blockbuster Distribution Inc.

B.

The Debtors' Ownership of Equity Securities, Partnership Interests, and Joint Venture Interest. 1. No Debtor directly or indirectly owns 10% or more of any class of equity interests in any corporation whose securities are publicly traded.

Dated: S^gd^LztL,

2010
B y \ Roderick J. McDonald Title: Miiee President, General Counsel, and Secretary of Blockbuster Inc.

US_\CTIVE W3503531\01\27258 0004