12-11873-smb Doc 105 Filed 05/16/12 Entered 05/16/12 20:52

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

- and -

Patrick J. Nash, Jr. (admitted pro hac vice) Ross M. Kwasteniet (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 N. LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) HAWKER BEECHCRAFT, INC., et al.,1 ) Case No. 12-11873 (SMB) ) Debtors. ) (Jointly Administered) )

DEBTORS’ APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF

KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

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

number, include: Hawker Beechcraft, Inc. (2598); Arkansas Aerospace, Inc. (7496); Beech Aircraft Corporation (0487); Beechcraft Aviation Company (3548); Hawker Beechcraft Acquisition Company, LLC (8770); Hawker Beechcraft Corporation (5770); Hawker Beechcraft Defense Company, LLC (5891); Hawker Beechcraft Finance Corporation (8763); Hawker Beechcraft Global Customer Support Corporation (7338); Hawker Beechcraft Holding, Inc. (6044); Hawker Beechcraft International Delivery Corporation (6640); Hawker Beechcraft International Holding LLC (6757); Hawker Beechcraft International Service Company (9173); Hawker Beechcraft Notes Company (0498); Hawker Beechcraft Quality Support Company (7800); Hawker Beechcraft Regional Offices, Inc. (3889); HBC, LLC (N/A); and Rapid Aircraft Parts Inventory and Distribution Company, LLC (N/A). The location of the Debtors’ corporate headquarters and the Debtors’ service address is: 10511 East Central, Wichita, Kansas 67206.

12-11873-smb Doc 105 Filed 05/16/12 Entered 05/16/12 20:52:52 Main Document Pg 1 of 89

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The above-captioned debtors and debtors in possession (collectively, the “Debtors”) file

this application (this “Application”) for the entry of an order, substantially in the form attached

hereto as Exhibit A, authorizing the Debtors to retain and employ Kirkland & Ellis LLP

(“K&E”) as their attorneys effective nunc pro tunc to the Petition Date (as defined herein). In

support of this Application, the Debtors submit the declaration of Paul M. Basta, a partner at

K&E (the “Basta Declaration”), which is attached hereto as Exhibit B. In further support of this

Application, the Debtors respectfully state as follows.

Jurisdiction

1. The United States Bankruptcy Court for the Southern District of New York

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. This

matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

3. The statutory bases for the relief requested herein are sections 327(a) and 330 of

title 11 of the United States Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rules 2014-1 and 2016-1

of the Local Bankruptcy Rules for the Southern District of New York (the “Local Bankruptcy

Rules”).

Background2

4. On May 3, 2012 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their

businesses and managing their properties as debtors in possession pursuant to section 1107(a) 2 A description of the Debtors’ businesses, the reasons for commencing the chapter 11 cases, and the relief sought

from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of Robert S. Miller (I) in Support of Debtors’ Chapter 11 Petitions and First Day Motions and (II) Pursuant to Local Bankruptcy Rule 1007-2, filed on May 4, 2012 [Docket No. 22], incorporated herein by reference.


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and 1108 of the Bankruptcy Code. On May 4, 2012, the Court entered an order [Docket No. 34]

authorizing the joint administration and procedural consolidation of the chapter 11 cases

pursuant to Bankruptcy Rule 1015(b). No request for the appointment of a trustee or examiner

has been made in the chapter 11 cases. On May 11, 2012, the United States Trustee for the

Southern District of New York (the “U.S. Trustee”) appointed an official committee of

unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the “Committee”)

[Docket No. 83].

Relief Requested

5. By this Application, the Debtors seek the entry of an order authorizing the

retention and employment of K&E as their attorneys in accordance with the terms and conditions

set forth in that certain engagement letter between the Debtors and K&E dated as of January 9,

2012 (the “Engagement Letter”), a copy of which is annexed as Exhibit 1 to Exhibit A attached

hereto and incorporated herein by reference.

K&E’s Qualifications

6. The Debtors seek to retain K&E because of K&E’s recognized expertise and

extensive experience and knowledge in the field of debtors’ protections, creditors’ rights, and

business reorganizations under chapter 11 of the Bankruptcy Code.

7. K&E has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re United Retail Group, Inc., Case No. 12-

10405 (SMB) (Bankr. S.D.N.Y. Feb. 23, 2012); In re Friendly Ice Cream Corp., Case No. 11-

13167 (Bankr. D. Del. Nov. 1, 2011); In re Sbarro, Inc., Case No. 11-11527 (Bankr. S.D.N.Y.

May 3, 1011); In re MSR Resort Golf Course LLC, Case No. 11-10372 (Bankr. S.D.N.Y. Mar. 2,

2011); In re Great Atl. & Pac. Tea Co., Case No. 10-24549 (RDD) (Bankr. S.D.N.Y. Dec. 12,

2010); In re Local Insight Media Holdings, Inc., Case No. 10-13677 (KG) (Bankr. D. Del. Nov.


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17, 2010); In re FGIC Corp., Case No. 10-14215 (SMB) (Bankr. S.D.N.Y. Aug. 25, 2010); In re

Innkeepers USA Trust, Case No. 10-13800 (SCC) (Bankr. S.D.N.Y. Aug. 12, 2010); In re N. Am.

Petroleum Corp., Case No. 10-11707 (CSS) (Bankr. D. Del. June 21, 2010); In re S. Bay

Expressway, L.P., Case No. 10-04516 (LDA) (Bankr. S. D. Cal. June 11, 2010); In re Neff Corp.,

Case No. 10-12610 (SCC) (Bankr. S.D.N.Y. June 9, 2010); In re U.S. Concrete, Inc., Case No.

10-11407 (PJW) (Bankr. D. Del. May 21, 2010); In re Citadel Broad. Corp., Case No. 09-17442

(BRL) (Bankr. S.D.N.Y. Feb. 3, 2010); In re Stallion Oilfield Servs. Ltd., Case No. 09-13562

(BLS) (Bankr. D. Del. Nov. 16, 2009); In re The Reader’s Digest Assoc., Case No. 09-23529

(RDD) (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., No. 09-14326 (ALG) (Bankr.

S.D.N.Y. July 31, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (JMP) (Bankr.

S.D.N.Y. June 23, 2009); In re Visteon Corp., Case No. 09-11786 (CSS) (Bankr. D. Del.

June 19, 2009).3

8. In preparing for its representation of the Debtors in these chapter 11 cases, K&E

has become familiar with the Debtors’ businesses and many of the potential legal issues that may

arise in the context of these chapter 11 cases. The Debtors believe that K&E is both

well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient

and timely manner.

Services to be Provided

9. Subject to further order of the Court and consistent with the Engagement Letter,

the Debtors request the retention and employment of K&E to render the following legal services:

3 Because of the voluminous nature of the orders cited herein, they are not attached to this Application. Copies of

these orders are available upon request of Debtors’ proposed counsel.


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a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;

c. attending meetings and negotiating with representatives of creditors and other parties in interest;

d. taking all necessary actions to protect and preserve the Debtors’ estates, including prosecuting actions on the Debtors’ behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors’ estates;

e. preparing pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates;

f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing;

g. advising the Debtors in connection with any potential sale of assets;

h. appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates;

i. advising the Debtors regarding tax matters;

j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and

k. performing all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors’ leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

Professional Compensation

10. K&E intends to apply for compensation for professional services rendered on an

hourly basis and reimbursement of expenses incurred in connection with these chapter 11 cases,

subject to the Court’s approval and in compliance with applicable provisions of the Bankruptcy


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Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the

Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee

Guidelines”), and any other applicable procedures and orders of the Court. The hourly rates and

corresponding rate structure K&E will use in these chapter 11 cases are equivalent to the hourly

rates and corresponding rate structure that K&E predominantly uses for other restructuring

matters, as well as similar complex corporate, securities, and litigation matters whether in court

or otherwise, regardless of whether a fee application is required. These rates and the rate

structure reflect that such restructuring and other complex matters typically are national in scope

and involve great complexity, high stakes, and severe time pressures.

11. K&E operates in a national marketplace for legal services in which rates are

driven by multiple factors relating to the individual lawyer, his or her area of specialization, the

firm’s expertise, performance, and reputation, the nature of the work involved, and other factors.

Because the sub-markets for legal services are fragmented and are affected by a variety of

individualized and interdependent factors, K&E has no one rate for an individual biller that

applies to all matters for all clients. K&E’s rates for an individual biller may vary as a function

of the type of matter, geographic factors, the nature of certain long-term client relationships, and

various other factors, including those stated above.

12. K&E’s hourly rates are set at a level designed to compensate K&E fairly for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly

rates vary with the experience and seniority of the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with


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the rates charged elsewhere. In particular, K&E’s current hourly rates for matters related to

these chapter 11 cases range as follows:4

Billing Category U.S. Range Partners $670-$1,045

Of Counsel $560-$1,045 Associates $370-$750

Paraprofessionals $150-$320

13. The following professionals presently are expected to have primary responsibility

for providing services to the Debtors: James H.M. Sprayregen ($1,045), Paul M. Basta ($1,045),

Patrick J. Nash, Jr. ($975), and Ross M. Kwasteniet ($795). In addition, as necessary, other

K&E professionals and paraprofessionals will provide services to the Debtors.5

14. It is K&E’s policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client’s case that would not have been

incurred except for representation of that particular client. It is also K&E’s policy to charge its

clients only the amount actually incurred by K&E in connection with such items. Examples of

such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer-assisted legal research, photocopying, outgoing facsimile transmissions,

airfare, meals, and lodging.

15. To ensure compliance with all applicable deadlines in these chapter 11 cases,

from time to time K&E utilizes the services of overtime secretaries. K&E charges fees for these

4 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable

currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars it is possible that certain rates may exceed the billing ranges listed in the chart herein.

5 Although K&E does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event that such employment becomes necessary, K&E will not charge a markup to the Debtors with respect to fees billed by contract attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by K&E will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.


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services pursuant to the Engagement Letter, which permits K&E to bill the Debtors for overtime

secretarial charges that arise out of business necessity. In addition, K&E professionals also may

charge their overtime meals and overtime transportation to the Debtors consistent with

prepetition practices.

16. K&E currently charges the Debtors $0.12 per page for standard duplication in its

offices in the United States. K&E does not charge its clients for facsimile transmissions. K&E

has negotiated a discounted rate for Westlaw computer-assisted legal research. Computer-

assisted legal research is used whenever the researcher determines that using Westlaw is more

cost effective than using traditional (non-computer-assisted legal research) techniques.

Compensation Received by K&E from the Debtors

17. As set forth in the Basta Declaration, on February 10, 2012, the Debtors paid

$500,000.00 to K&E as a classic retainer and the Debtors subsequently made additional classic

retainer payments to K&E totaling $5,650,000 in the aggregate. The foregoing retainers

constitute “classic retainer[s]” as defined in In re Prod. Assocs., Ltd., 264 B.R. 180, 184-85

(Bankr. N.D. Ill. 2001), and In re McDonald Bros. Contrs., Inc., 114 B.R. 989, 997-99 (Bankr.

N.D. Ill 1990). Moreover, pursuant to the Engagement Letter, the classic retainers are property

of K&E and are not held in a separate account. As such, K&E earned the classic retainers upon

receipt, and, consequently, K&E placed the amounts into its general cash account.

18. Pursuant to Bankruptcy Rule 2016(b), K&E has not shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with

the partners, associates, and contract attorneys associated with K&E or (b) any compensation

another person or party has received or may receive. As of the Petition Date, the Debtors did not

owe K&E any amounts for legal services rendered before the Petition Date.


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K&E’s Disinterestedness

19. To the best of the Debtors’ knowledge and as disclosed herein and in the Basta

Declaration, (a) K&E is a “disinterested person” within the meaning of section 101(14) of the

Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or

represent an interest adverse to the Debtors’ estates and (b) K&E has no connection to the

Debtors, their creditors, or their related parties except as may be disclosed in the Basta

Declaration.

20. K&E will review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, K&E will use reasonable efforts to identify

such further developments and will file promptly a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

Supporting Authority

21. The Debtors seek retention of K&E as their attorneys pursuant to section 327(a)

of the Bankruptcy Code, which provides that a debtor, subject to Court approval:

[M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]’s duties under this title.

11 U.S.C. § 327(a).

22. Bankruptcy Rule 2014(a) requires that an application for retention include:

[S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicant’s knowledge, all of the [firm’s] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the


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United States trustee, or any person employed in the office of the United States trustee.

Fed. R. Bankr. P. 2014.

23. The Debtors submit that for all the reasons stated above and in the Basta

Declaration, the retention of K&E as counsel to the Debtors is warranted. Further, as stated in

the Basta Declaration, K&E is a “disinterested person” within the meaning of section 101(14) of

the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold

or represent an interest adverse to the Debtors’ estates and has no connection to the Debtors,

their creditors or their related parties except as may be disclosed in the Basta Declaration.

Notice

24. The Debtors have provided notice of this Application to the following parties:

(a) the Office of the U.S. Trustee; (b) counsel for the Committee; (c) counsel to the

administrative agent under the Debtors’ prepetition secured credit agreement (the “Credit

Agreement”); (d) counsel to the ad hoc committee of lenders under the Credit Agreement;

(e) counsel to Deutsche Bank National Trust Company in its capacity as the indenture trustee for

the Debtors’ 8.500% senior notes and 8.875% / 9.625% senior PIK election notes (the “Senior

Notes”); (f) counsel to Wilmington Trust, N.A. in its capacity as the indenture trustee for the

Debtors’ 9.750% senior subordinated notes; (g) counsel to the ad hoc committee of the Debtors’

Senior Notes; (h) Brown Rudnick LLP, as counsel to certain lenders under the Credit

Agreement; (i) the United States Securities and Exchange Commission; (j) the Internal Revenue

Service; and (k) all entities that have filed a request for service of filings in the above captioned

chapter 11 cases pursuant to Bankruptcy Rule 2002.


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No Prior Request

25. No prior request for the relief sought in this Application has been made to this or

any other court.


WHEREFORE, the Debtors respectfully request that the Court enter an order,

substantially in the form attached hereto as Exhibit A, granting the relief requested herein and

granting such other relief as is just and proper.

Dated: May 16, 2012 /s/ Alexander L. W. Snyder New York, New York Hawker Beechcraft, Inc. Alexander L. W. Snyder

Vice President, General Counsel


EXHIBIT A

Proposed Order




ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS

IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”)2 of the above-captioned debtors and debtors in

possession (collectively, the “Debtors”) for the entry of an order (this “Order”) authorizing the

Debtors to retain and employ Kirkland & Ellis LLP (“K&E”) as their attorneys effective nunc

pro tunc to the Petition Date, pursuant to sections 327(a) and 330 of title 11 of the United States

Code (the “Bankruptcy Code”), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy

Procedure (the “Bankruptcy Rules”) and Rules 2014-1 and 2016-1 of the Local Bankruptcy

Rules for the Southern District of New York (the “Local Bankruptcy Rules”); and the Court

having reviewed the Application, the Declaration of Paul M. Basta, a partner at K&E (the “Basta

Declaration”); and the Court having found that the Court has jurisdiction over this matter



2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


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pursuant to 28 U.S.C. §§ 157 and 1334; and the Court having found that the Application is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this

proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409;

and the Court being satisfied based on the representations made in the Application and in the

Basta Declaration that (a) K&E does not hold or represent an interest adverse to the Debtors’

estates and (b) K&E is a “disinterested person” as defined in section 101(14) of the Bankruptcy

Code and as required by section 327(a) of the Bankruptcy Code; and the Court having found that

the relief requested in the Application is in the best interests of the Debtors’ estates, their

creditors, and other parties in interest; and notice of the Application appearing adequate and

appropriate under the circumstances; and the Court having found that no other or further notice

need be provided; and the Court having reviewed the Application and having heard statements in

support of the Application at a hearing held before the Court (the “Hearing”); and the Court

having determined that the legal and factual bases set forth in the Application and at the Hearing

establish just cause for the relief granted herein; and any objections to the relief requested herein

having been withdrawn or overruled on the merits; and after due deliberation and sufficient cause

appearing therefor, it is hereby ORDERED THAT:

1. The Application is granted to the extent set forth herein.

2. The Debtors are authorized to retain and employ K&E as their attorneys nunc pro

tunc to the Petition Date in accordance with the terms and conditions set forth in the Application

and in the Engagement Letter attached hereto as Exhibit 1.

3. K&E is authorized to provide the Debtors with the professional services as

described in the Application and the Engagement Letter. Specifically, but without limitation,

K&E will render legal services, including the following:


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a. advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties;

b. advising and consulting on their conduct during these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;










4. K&E shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors’ chapter 11 cases in

compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the


4

Bankruptcy Rules, Local Bankruptcy Rules, U.S. Trustee Guidelines, and any other applicable

procedures and orders of the Court.

5. Notwithstanding anything in the Engagement Letter to the contrary, K&E shall

apply any remaining amounts of its prepetition retainers as a credit toward postpetition fees and

expenses, after such postpetition fees and expenses are approved pursuant to an order of the

Court awarding fees and expenses to K&E. K&E may reserve and apply amounts from the

retainers that would otherwise be applied toward payment of postpetition fees and expenses as

are necessary and appropriate to reimburse K&E for prepetition expenses consistent with its

ordinary course billing practices. K&E is further authorized to apply fees or expenses incurred

on or prior to the Petition Date against its classic retainer in the ordinary course of business

without further order of the Court.

6. K&E shall not charge a markup to the Debtors with respect to fees billed by

contract attorneys who are hired by K&E to provide services to the Debtors and shall ensure that

any such contract attorneys are subject to conflict checks and disclosures in accordance with the

requirements of the Bankruptcy Code and Bankruptcy Rules.

7. K&E shall provide ten business days’ notice to the Debtors, the U.S. Trustee and

any official committee before any increases in the rates set forth in the Application or the

Engagement Letter are implemented and shall file such notice with the Court. The U.S. Trustee

retains all rights to object to any rate increase on all grounds, including the reasonableness

standard set forth in section 330 of the Bankruptcy Code, and the Court retains the right to

review any rate increase pursuant to section 330 of the Bankruptcy Code.


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8. K&E shall not withdraw as Debtors’ counsel before the effective date of any

chapter 11 plan confirmed in these chapter 11 cases without prior approval of the Court in

accordance with Local Bankruptcy Rule 2090-1(e).

9. The Debtors and K&E are authorized to take all actions necessary to effectuate

the relief granted pursuant to this Order in accordance with the Application.

10. Notice of the Application as provided therein shall be deemed good and sufficient

notice of such Application, and the requirements of the Local Bankruptcy Rules are satisfied by

the contents of the Application.

11. To the extent the Application, the Basta Declaration, or the Engagement Letter is

inconsistent with this Order, the terms of this Order shall govern.

12. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

13. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

Dated: ______________, 2012 New York, New York Stuart M. Bernstein

United States Bankruptcy Judge


EXHIBIT 1

Engagement Letter












EXHIBIT B

Basta Declaration




DECLARATION OF PAUL M. BASTA IN SUPPORT OF THE DEBTORS’ APPLICATION FOR THE ENTRY OF

AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND

DEBTORS IN POSSESSION EFFECTIVE NUNC PRO TUNC TO THE PETITION DATE

I, Paul M. Basta, being duly sworn, state the following under penalty of perjury:

1. I am a partner in the law firm of Kirkland & Ellis LLP (“K&E”), located at 601

Lexington Avenue, New York, New York 10022. I am a member in good standing of the Bar of

the State of New York, and I have been admitted to practice in the United States Bankruptcy

Court for the Southern District of New York. There are no disciplinary proceedings pending

against me.

2. I submit this declaration in support of the Debtors’ Application for the Entry of an

Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the

Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date




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(the “Application”).2 Except as otherwise noted, I have personal knowledge of the matters set

forth herein.

K&E’s Qualifications

3. The Debtors seek to retain K&E because of K&E’s recognized expertise and

extensive experience and knowledge in the field of corporate restructuring, creditors’ rights, and

business reorganizations under chapter 11 of the Bankruptcy Code.

4. K&E has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re United Retail Group, Inc., Case No. 12-

10405 (SMB) (Bankr. S.D.N.Y. Feb. 23, 2012); In re Friendly Ice Cream Corp., Case No. 11-

13167 (Bankr. D. Del. Nov. 1, 2011); In re Sbarro, Inc., Case No. 11-11527 (Bankr. S.D.N.Y.

May 3, 1011); In re MSR Resort Golf Course LLC, Case No. 11-10372 (Bankr. S.D.N.Y. Mar. 2,

2011); In re Great Atl. & Pac. Tea Co., Case No. 10-24549 (RDD) (Bankr. S.D.N.Y. Dec. 12,

2010); In re Local Insight Media Holdings, Inc., Case No. 10-13677 (KG) (Bankr. D. Del. Nov.

17, 2010); In re FGIC Corp., Case No. 10-14215 (SMB) (Bankr. S.D.N.Y. Aug. 25, 2010); In re

Innkeepers USA Trust, Case No. 10-13800 (SCC) (Bankr. S.D.N.Y. Aug. 12, 2010); In re N. Am.

Petroleum Corp., Case No. 10-11707 (CSS) (Bankr. D. Del. June 21, 2010); In re S. Bay

Expressway, L.P., Case No. 10-04516 (LDA) (Bankr. S. D. Cal. June 11, 2010); In re Neff Corp.,

Case No. 10-12610 (SCC) (Bankr. S.D.N.Y. June 9, 2010); In re U.S. Concrete, Inc., Case No.

10-11407 (PJW) (Bankr. D. Del. May 21, 2010); In re Citadel Broad. Corp., Case No. 09-17442

(BRL) (Bankr. S.D.N.Y. Feb. 3, 2010); In re Stallion Oilfield Servs. Ltd., Case No. 09-13562

(BLS) (Bankr. D. Del. Nov. 16, 2009); In re The Reader’s Digest Assoc., Case No. 09-23529

(RDD) (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., Case No. 09-14326 (ALG) (Bankr.

2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.


3

S.D.N.Y. July 31, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (JMP) (Bankr.

S.D.N.Y. June 23, 2009); In re Visteon Corp., Case No. 09-11786 (CSS) (Bankr. D. Del.

June 19, 2009); In re DBSD N. Am., Inc., Case No. 09-13061 (REG) (Bankr. S.D.N.Y.

June 9, 2009).3

5. In preparing for its representation of the Debtors in these chapter 11 cases, K&E

has become familiar with the Debtors’ businesses and many of the potential legal issues that may

arise in the context of these chapter 11 cases. The Debtors believe that K&E is both

well-qualified and uniquely able to represent the Debtors in these chapter 11 cases in an efficient

and timely manner.

Services to Be Provided

6. Subject to further order of the Court and consistent with that certain engagement

letter dated January 9, 2012 (the “Engagement Letter”), a copy of which is annexed as Exhibit 1

to Exhibit A to the Application, the Debtors retained K&E to render, without limitation, the

following legal services:

a. advising the Debtors with respect to its powers and duties as debtor in possession in the continued management and operation of its businesses and properties;

b. advising and consulting on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11;



3 Because of the voluminous nature of the orders cited herein, they are not attached to the Application. Copies of

these orders are available on request of Debtors’ proposed counsel.


4








Professional Compensation

7. K&E intends to apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with these chapter 11 cases, subject to the

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the Office of the

United States Trustee for the Southern District of New York (the “U.S. Trustee Guidelines”), and

any other applicable procedures or orders of the Court, on an hourly basis. The hourly rates and

corresponding rate structure to be utilized by K&E in these chapter 11 cases are equivalent to

K&E’s hourly rates and corresponding rate structure for other restructuring matters, as well as

similar complex corporate, securities, and litigation matters whether in court or otherwise,

regardless of whether a fee application is required. These rates and the rate structure reflect that


5

such restructuring and other complex matters typically are national in scope and involve great

intricacy, high stakes, and severe time pressures.

8. K&E operates in a national marketplace for legal services in which rates are driven

by multiple factors relating to the individual lawyer, his or her area of specialization, the firm’s

expertise, performance, and reputation, the nature of the work involved, and other factors.

Because the sub-markets for legal services are fragmented and are affected by a variety of

individualized and interdependent factors, K&E has no one rate for an individual biller that

applies to all matters for all clients. K&E rates for an individual biller may vary as a function of

the type of matter, geographic factors, the nature of certain long-term client relationships, and

various other factors, including those stated above.

9. K&E’s hourly rates are set at a level designed to fairly compensate K&E for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly

rates vary with the experience and seniority of the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with

the rates charged elsewhere. In particular, K&E’s hourly rates for matters related to these chapter

11 cases range as follows: 4

Billing Category U.S. Range Partners $670-$1,045

Of Counsel $560-$1,045 Associates $370-$750

Paraprofessionals $150-$320

10. James H.M. Sprayregen ($1,045), Patrick Nash ($975), Ross M. Kwasteniet

($795), and I ($1,045), presently are expected to have primary responsibility for providing 4 For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable

currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars it is possible that certain rates may exceed the billing ranges listed in the chart herein.


6

services to the Debtors. In addition, from time to time, other K&E professionals and

paraprofessionals will provide services to the Debtors.5

11. It is K&E’s policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the client’s case that would not have been

incurred except for representation of that particular client. It is also K&E’s policy to charge its

clients only the amount actually incurred by K&E in connection with such items. Examples of

such expenses include postage, overnight mail, courier delivery, transportation, overtime

expenses, computer-assisted legal research, photocopying, outgoing facsimile transmissions,

airfare, meals, and lodging.

12. To ensure compliance with all applicable deadlines in these chapter 11 cases, K&E

utilizes the services of overtime secretaries. K&E charges fees for these services pursuant to the

Engagement Letter between K&E and the Debtors, which permits K&E to bill the Debtors for

overtime secretarial charges that arise out of business necessity. In addition, K&E professionals

also may charge their overtime meals and overtime transportation to the Debtors consistent with

prepetition practices.

13. K&E currently charges the Debtors $0.12 per page for standard duplication in its

offices in the United States. K&E does not charge its clients for facsimile transmissions. K&E

has negotiated a discounted rate for Westlaw computer-assisted legal research. Computer-

assisted legal research is used whenever the researcher determines that using Westlaw is more

cost effective than using traditional (non-computer-assisted legal research) techniques.

5 Although K&E does not anticipate using contract attorneys during these chapter 11 cases, in the unlikely event

that such employment becomes necessary, K&E will not charge a markup to the Debtors with respect to fees billed by contract attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by K&E will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.


7

Compensation Received by K&E from the Debtors

14. K&E has provided and agrees to continue to provide assistance to the Debtors in

accordance with the terms and conditions set forth in the Application and Engagement Letter. As

set forth below, on February 10, 2012, the Debtors paid $500,000.00 to K&E as a classic retainer

and the Debtors subsequently made additional classic retainer payments to K&E totaling

$5,650,000 in the aggregate. The foregoing retainer payments constitute advance payment and

“classic retainer” payments as defined in In re Production Assocs. Ltd., 264 B.R. 180, 184-85

(Bankr. N.D. Ill. 2001) and In re McDonald Bros. Construction, Inc., 114 B.R. 989, 997-99

(Bankr. N.D. Ill. 1990). Moreover, pursuant to the Engagement Letter, the classic retainers are

property of K&E and are not held in a separate account. As such, K&E earned the classic

retainers upon receipt, and consequently, K&E placed the amounts into its general cash account.

15. During the 90-day period before the Petition Date, K&E invoiced the Debtors, and

the Debtors paid K&E, the following amounts:

Type of Transaction Billed Amount

Payment Date

Amount of Classic Retainer/Replenishment

Retainer Balance

Retainer Payment 2/10/2012 $500,000.00 $500,000.00Retainer Payment 2/23/2012 $400,000.00 $900,000.00Retainer Payment 2/28/2012 $1,000,000.00 $1,900,000.00Retainer Payment 3/7/2012 $400,000.00 $2,300,000.00Retainer Payment 3/15/2012 $400,000.00 $2,700,000.00Retainer Payment 3/22/2012 $500,000.00 $3,200,000.00Retainer Payment 3/29/2012 $750,000.00 $3,950,000.00

Invoice for services (1/5/2012 through 3/25/2012)

$2,215,375.67 $1,734,624.33

Retainer Payment 4/5/2012 $450,000.00 $2,184,624.33Retainer Payment 4/13/2012 $250,000.00 $2,434,624.33Retainer Payment 4/19/2012 $400,000.00 $2,834,624.33Retainer Payment 4/30/2012 $500,000.00 $3,334,624.33Retainer Payment 5/2/2012 $600,000.00 $3,934,624.33

After applying the classic retainer against prepetition fees and expenses, K&E projects that its

classic retainer balance will be approximately $1,000,000, but this estimate is subject to further

reconciliation.


8

16. Pursuant to Bankruptcy Rule 2016(b), K&E has not shared nor agreed to share

(a) any compensation it has received or may receive with another party or person, other than with

the partners, associates, and contract attorneys associated with K&E or (b) any compensation

another person or party has received or may receive. As of the Petition Date, the Debtors did not

owe K&E any amounts for legal services rendered before the Petition Date.

K&E’s Disinterestedness

17. In connection with its proposed retention by the Debtors in these chapter 11 cases,

K&E undertook to determine whether it had any conflicts or other relationships that might cause

it not to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically,

K&E obtained from the Debtors and/or their representatives the names of individuals and entities

that may be parties in interest in these chapter 11 cases (the “Potential Parties in Interest”) and

such parties are listed on Schedule 1 hereto. K&E has searched on its electronic database for its

connections to the entities listed on Schedule 1 hereto. To the extent that I have been able to

ascertain that K&E has been retained within the last three years to represent any of the Potential

Parties in Interest (or their affiliates, as the case may be) in matters unrelated to these cases, such

facts are disclosed on Schedule 2 attached hereto.

18. K&E and certain of its partners and associates may have in the past represented,

may currently represent, and likely in the future will represent, parties in interest in these

chapter 11 cases in connection with matters unrelated (except as otherwise disclosed herein) to

the Debtors and these chapter 11 cases. K&E has searched on its electronic database for its

connection to the entities listed on Schedule 1 attached hereto. The information listed on

Schedule 1 may have changed without our knowledge and may change during the pendency of

these chapter 11 cases. Accordingly, K&E will update this Declaration as necessary and when


9

K&E becomes aware of additional material information. The following is a list of the categories

that K&E has searched:6

Schedule Category 1(a) Current and Recent Former Entities Affiliated with the Debtors 1(b) Current and Recent Former Directors and Officers 1(c) Banking Relationships 1(d) Indenture Trustees 1(e) Insurers 1(f) Investment Banker 1(g) Landlords 1(h) Largest Customers 1(i) Lenders 1(j) Litigants 1(k) Members of Ad Hoc Bondholder Group 1(l) Professionals 1(m) Purported Secured Creditors 1(n) Shareholders 1(o) Taxing Authorities 1(p) Top 20 Vendors 1(q) Top 50 Unsecured Creditors 1(r) Union 1(s) U.S. Trustee, Judges, and court contacts for the Southern District of New York

(and key staff members)

19. To the best of my knowledge, (a) K&E is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates and

(b) K&E has no connection to the Debtors, their creditors, or its related parties except as may be

disclosed in this Declaration.

6 K&E’s inclusion of parties in the following schedules is solely to illustrate K&E’s conflict search process and is

not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.


10

20. Although not relevant in concluding that K&E is “disinterested,” out of an

abundance of caution, listed on Schedule 2 to this Declaration are the results of K&E’s conflicts

searches of the above-listed entities.7 For the avoidance of doubt, K&E will not commence a

cause of action in these chapter 11 cases against the parties listed on Schedule 2 that are current

or ongoing clients of K&E (including parties below-listed under the “Specific Disclosures”

section of this Declaration) unless K&E has an applicable waiver on file or first receives a waiver

from such party allowing K&E to commence such an action. To the extent that a waiver does not

exist or is not obtained from such client and it is necessary for the Debtors to commence an action

against that client, the Debtors will be represented in such particular matter by conflicts counsel.8

21. Of the clients listed on Schedule 2, only two represented more than one percent of

K&E’s fee receipts for the twelve-month period ending on April 30, 2012.9 IBM Corporation is

one of the Debtors’ top 50 unsecured creditors and represented more than one percent of K&E’s

fee receipts for the twelve-month period ending on April 30, 2012. Additionally, certain lenders

to the Debtors, including Sankaty Credit Opportunities (Offshore Master) IV, L.P., Sankaty

Credit Opportunities III, L.P., Sankaty Credit Opportunities IV, L.P., Avery Point CLO Ltd,

Prospect Harbor Credit Partners, L.P., and Race Point IV CLO, Ltd, are affiliates of K&E client

7 As referenced in Schedule 2, the term “current client” means a client to whom time was posted in the 12 months

preceding the Petition Date. As referenced in Schedule 2, the term “former client” means a client to whom time was posted between 12 and 36 months preceding the Petition Date. As referenced in Schedule 2, the term “closed client” means a client to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. As a general matter, K&E discloses connections with former clients or closed clients for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date.

8 Contemporaneously with the filing of the Application, the Debtors also are seeking to retain and employ Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel pursuant to the Debtors’ Application for the Entry of an Order Authorizing the Retention and Employment of Curtis, Mallet-Prevost, Colt & Mosle LLP as Conflicts Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date.

9 Specific percentages have been disclosed to the Office of the U.S. Trustee.


11

Bain Capital, LLC, and are clients of K&E or are advised by clients of K&E. Bain Capital, LLC,

represented more than one percent of K&E’s fee receipts for the twelve-month period ending on

April 30, 2012.

22. K&E’s conflicts search of the parties in interest listed on Schedules 1(a) – 1(s)

(that K&E was able to locate using its reasonable efforts) reveals, to the best of K&E’s

knowledge, that those K&E attorneys and paraprofessionals who previously worked at other law

firms that represented certain potential parties in interest in these chapter 11 cases have not

worked on matters relating to the Debtors’ restructuring efforts while at K&E.

23. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge, neither I, K&E, nor any partner or associate thereof, insofar as I have been able to

ascertain, have any connection with the Debtors, their creditors, or any other parties in interest,

their respective attorneys and accountants, the Office of the United States Trustee for the

Southern District of New York (the “U.S. Trustee”), or any person employed in the Office of the

U.S. Trustee, any Bankruptcy Judge currently serving on the United States Bankruptcy Court for

the Southern District of New York, except as disclosed or otherwise described herein.

24. K&E will review its files periodically during the pendency of these chapter 11

cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new

relevant facts or relationships are discovered or arise, K&E will use reasonable efforts to identify

such further developments and will file promptly a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

25. Generally, it is K&E’s policy to disclose clients in the capacity that they first

appear in a conflicts search. For example, if a client already has been disclosed in this

Declaration in one capacity (e.g., a customer), and the client appears in a subsequent conflicts


12

search in a different capacity (e.g., a vendor), K&E does not disclose the same client again in

supplemental declarations, unless the circumstances are such in the latter capacity that additional

disclosure is required.

26. From time to time, K&E has referred work to other professionals to be retained in

these chapter 11 cases. Likewise, certain such professionals have referred work to K&E.

27. Certain insurance companies pay the legal bills of K&E clients. Some of these

insurance companies may be involved in these chapter 11 cases. None of these insurance

companies, however, are K&E clients as a result of the fact that they pay legal fees on behalf of

K&E clients.

Specific Disclosures

28. As specifically set forth below and in the attached exhibits, K&E represents

certain of the Debtors’ creditors, equity security holders, or other parties in interest in ongoing

matters unrelated to the Debtors and these chapter 11 cases. None of the representations

described herein are materially adverse to the interests of the Debtors’ estates. Moreover,

pursuant to section 327(c) of the Bankruptcy Code, K&E is not disqualified from acting as the

Debtors’ counsel merely because it represents certain of the Debtors’ creditors, equity security

holders, or other parties in interest in matters unrelated to these chapter 11 cases.

A. Connections to Holders of Equity Interests in the Debtors.

29. As disclosed on Schedule 2, K&E currently represents, and in the past has

represented, Goldman Sachs Capital Partners and its affiliated investment funds and portfolio

companies (collectively, “Goldman Sachs”) on a variety of matters unrelated to these chapter 11

cases. Goldman Sachs owns approximately 49% of the equity interests in Hawker Beechcraft,

Inc. (the Debtors’ ultimate “parent” company) and also owns certain equity interests in HWBCC

LP (an entity that holds certain of the Debtors’ Senior Notes and 9.750% senior subordinated


13

notes). All prior and current K&E representations of Goldman Sachs have been in matters

unrelated to the Debtors or these chapter 11 cases.

B. Connections to Officers and Directors.

30. K&E was retained by United Airlines, Inc. to represent it and other co-defendants,

including Robert S. Miller, Jr. (a director and the Chief Executive Officer of Hawker Beechcraft,

Inc., one of the Debtors), in connection with litigation concerning the termination of a pension

plan during the bankruptcy cases of United Airlines, Inc. This representation is unrelated to the

chapter 11 cases.

31. K&E was retained by Autocam Corporation to represent it in connection with

corporate and financing matters. One of Autocam Corporation’s directors was Jack Daly (a

director of Hawker Beechcraft, Inc., one of the Debtors). This representation is unrelated to the

chapter 11 cases.

32. In April 2011, Hawker Beechcraft Corporation hired Steven Hall, a former K&E

partner, as Senior Counsel. Mr. Hall’s work at K&E was not related to the Debtors or the chapter

11 cases.

C. Connections to Other Entities.

33. As disclosed on Schedule 2, K&E currently represents, and in the past has

represented Raytheon Company and various of its subsidiaries and affiliates (collectively,

“Raytheon”). Raytheon formerly owned the Debtors, and K&E represented Raytheon in

connection with the sale of its equity interests to the Debtors’ current equity owners in a

transaction that closed in March of 2007. The 2007 transaction established certain contractual

relationships between the parties, and Raytheon is the beneficiary of a letter of credit that was

issued to cover a contractual indemnity owed by the Debtors to Raytheon in connection with that

transaction. In addition, Raytheon is a co-defendant with certain of the Debtors in certain


14

pending product liability litigation. K&E’s previous and current representations of Raytheon are

unrelated to the chapter 11 cases.

D. Potential M&A Transaction Counterparties.

34. The Debtors are in discussions with certain parties (and may be in discussions

with other parties in the future) regarding potential M&A transactions regarding the Debtors and

their businesses. Due to the inherently competitive nature of this process, it is imperative that the

identities of these potential counterparties remain confidential. The Debtors have disclosed to the

U.S. Trustee the identities of the potential counterparties and K&E’s connections to such

potential counterparties, and K&E believes such disclosure is sufficient and reasonable under the

circumstances and at this time. However, should the Court request disclosure of the identities of

the potential counterparties, the Debtors are prepared to file with the Court under seal a version of

this Declaration that contains a schedule of the potential counterparties and K&E’s connections to

such potential counterparties. For the avoidance of doubt, K&E will not represent any of the

potential counterparties in connection with any matter in these chapter 11 cases.

E. Other Chapter 11 Professionals.

35. As disclosed in Schedule 2 attached hereto, K&E currently represents, and

formerly has represented, certain affiliates, subsidiaries, and entities associated with various

professionals that the Debtors seeks to retain in connection with these chapter 11 cases. All prior

and current K&E representations of these professionals have been in matters unrelated to the

Debtors and these chapter 11 cases. K&E has not represented and will not represent any such

professionals in connection with any matter in these chapter 11 cases.


15

36. On May 4, 2012, the Court approved Epiq Bankruptcy Solutions (“Epiq”) as the

Debtors’ notice and claims agent.10 A former K&E associate, Jason Horwitz, is currently Vice

President of Epiq. Mr. Horwitz’s work at K&E was not related to the Debtors or the chapter 11

cases.

37. The Debtors intend to seek approval of their retention of Alvarez and Marsal

North America, LLC and Alvarez & Marsal Private Equity Performance Improvement Group,

LLC (collectively, “A&M”) as restructuring advisor during the pendency of the chapter 11 cases.

Stephen Kotarba, a former K&E associate, is employed by A&M in the position of Managing

Director, and Holden Bixler, a former K&E associate/of counsel, is employed by A&M in the

position of consultant. While employed by K&E, Mr. Kotarba’s and Mr. Bixler’s work was

unrelated to the Debtors and the chapter 11 cases.

F. K&E Attorney and Employee Investments.

38. From time to time, K&E partners, of counsel, associates, and employees

personally invest in mutual funds, retirement funds, private equity funds, venture capital funds,

hedge funds, and other types of investment funds (the “Investment Funds”), through which such

individuals indirectly acquire a debt or equity security of many companies, one of which may be

one of the Debtors, often without K&E’s knowledge. The investing K&E persons generally own

substantially less than one percent of such Investment Fund, do not manage or otherwise control

such Investment Fund, and have no influence over the Investment Fund’s decision to buy, sell, or

vote any particular security. The Investment Fund is generally operated as a blind pool, meaning

that when the K&E persons make an investment in the Investment Fund, he, she, or they do not 10 See Order Authorizing the Employment and Retention of Epiq Bankruptcy Solutions, LLC as Notice and claims

Agent for Debtors [Docket No. 45].


16

know what securities the blind pool Investment Fund will purchase or sell, and have no control

over such purchases or sales.

39. From time to time one or more K&E partners and of counsel voluntarily choose to

form an entity (a “Passive-Intermediary Entity”) to invest in one or more Investment Funds.

Such Passive-Intermediary Entity is composed only of persons who were K&E partners and of

counsel at the time of the Passive-Intermediary Entity’s formation (although some are now

former K&E partners and of counsel). Participation in such a Passive-Intermediary Entity is

wholly voluntary and only a portion of K&E’s partners and of counsel choose to participate. The

Passive-Intermediary Entity generally owns substantially less than one percent of any such

Investment Fund, does not manage or otherwise control such Investment Fund, and has no

influence over the Investment Fund’s decision to buy, sell, or vote any particular security. Each

Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool, so

that the Passive-Intermediary Entity does not know what securities the blind pool Investment

Funds will purchase or sell, and has no control over such purchases or sales. And, indeed, the

Passive-Intermediary Entity often arranges for statements and communications from the

Investment Funds to be sent solely to a blind administrator who edits out all information

regarding the identity of the Investment Fund’s underlying investments, so that the

Passive-Intermediary Entity does not learn (even after the fact) identity of the securities

purchased, sold, or held by the Investment Fund.

40. From time to time, K&E partners, of counsel, associates, and employees

personally directly acquire a debt or equity security of a company which may be one of the

Debtors. K&E has a long-standing policy prohibiting attorneys and employees from using

confidential information that may come to their attention in the course of their work. In this


17

regard, all K&E attorneys and employees are barred from trading in securities with respect to

which they possess confidential information.

G. Other Disclosures.

41. Finally, certain interrelationships exist among the Debtors. Nevertheless, the

Debtors have advised K&E that the Debtors’ relationships to each other do not pose any conflict

of interest because of the general unity of interest among the Debtors. Insofar as I have been able

to ascertain, I know of no conflict of interest that would preclude K&E’s joint representation of

the Debtors in these chapter 11 cases.

42. James H.M. Sprayregen, a partner at K&E, worked as an attorney at K&E from

July 1990 until June 2006 and rejoined the firm in December 2008. From June 2006 until

December 2008, prior to rejoining the firm, Mr. Sprayregen was co-head of the restructuring

group of Goldman Sachs Americas, where he advised U.S. and international clients in

restructuring and distressed situations. Certain affiliates of Goldman Sachs are holders of equity

interests in the Debtors and also own equity interests in HWBCC LP (an entity that holds certain

of the Debtors’ Senior Notes and 9.750% senior subordinated notes). As described above,

Goldman Sachs is a client of the firm and disclosed on Schedule 1(m) attached hereto. K&E does

not believe that Mr. Sprayregen’s prior employment at Goldman Sachs presents a conflict in these

chapter 11 cases, but has disclosed it out of an abundance of caution.

43. Prior to joining the firm, K&E partner Albert Cho represented numerous clients

adverse to K&E’s current and former restructuring clients, including debtors in chapter 11. Out

of an abundance of caution, Mr. Cho will not perform any legal services for the Debtors related to

these chapter 11 cases. K&E has instituted formal screening measures to screen Mr. Cho from all

aspects of K&E’s representation of the Debtors.


18

44. K&E currently represents, and formerly has represented, Bank of America, N.A.

(“Bank of America”) and certain of its affiliates, in matters unrelated to the Debtors and these

chapter 11 cases. The Debtors have a banking relationship with Bank of America. K&E’s

representations of Bank of America, in the aggregate, accounted for less than one percent of

K&E’s fee receipts for the twelve-month period ending on April 31, 2012. Bank of America is a

lender and has a banking relationship with the Debtors in these chapter 11 cases. K&E’s client

relationships with Bank of America do not prohibit K&E from representing other clients in

negotiations involving them in commercial transactions, nor would they prohibit K&E from

representing the Debtors in connection with claims resolution matters. To the extent that, in the

future, the Debtors were to discover occasion to commence formal litigation against any of these

parties, K&E would request that conflicts counsel pursue such litigation as a result of K&E’s

client relationships with the parties. K&E does not believe that its representation of these parties

presents a conflict but has disclosed it out of an abundance of caution.

45. Under the K&E’s screening procedures referenced above for Mr. Cho (the

“Screened K&E Attorney”), K&E’s conflicts department has distributed a memorandum to all

K&E attorneys and legal assistants directing them as follows: (a) not to discuss any aspects of

K&E’s representation of the Debtors with the Screened K&E Attorney; (b) to conduct meetings,

phone conferences, and other communications regarding K&E’s representation of the Debtors in

a manner that avoids contact with the Screened K&E Attorney; (c) to take all measures necessary

or appropriate to prevent access by the Screened K&E Attorney to the files or other information

related to K&E’s representation of the Debtors; and (d) to avoid contact between the Screened

K&E Attorney and all K&E personnel working on the representation of the Debtors unless there

is a clear understanding that there will be no discussion of any aspects of K&E’s representation of


19

the Debtors. Furthermore, K&E already has implemented procedures to block the Screened K&E

Attorney from accessing files and documents related to the Debtors that are stored in K&E’s

electronic document managing system.

Affirmative Statement of Disinterestedness

46. Based on the conflicts search conducted to date and described herein, to the best of

my knowledge and insofar as I have been able to ascertain, (a) K&E is a “disinterested person”

within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of

the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors’ estates

and (b) K&E has no connection to the Debtors, their creditors or their related parties, except as

may be disclosed herein.

[Remainder of Page Intentionally Left Blank]


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

and correct to the best of my knowledge and belief.

Dated: May 16, 2012 Respectfully submitted, /s/ Paul Basta Paul M. Basta

Partner, Kirkland & Ellis LLP


Schedule 1

The following lists contain the names of reviewed entities as described more fully in the Declaration of Paul M. Basta in Support of the Debtors’ Application for the Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Effective Nunc Pro Tunc to the Petition Date (the “Basta Declaration”).1 Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis LLP reviewed each entity in its records, as more fully described in the Basta Declaration, matching the incomplete or ambiguous name.

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Basta

Declaration.


SCHEDULE 1

List of Schedules

Schedule Category 1(a) Current and Recent Former Entities Affiliated with the Debtors 1(b) Current and Recent Former Directors and Officers 1(c) Banking Relationships 1(d) Indenture Trustees 1(e) Insurers 1(f) Investment Banker 1(g) Landlords 1(h) Largest Customers 1(i) Lenders 1(j) Litigants 1(k) Members of Ad Hoc Bondholder Group 1(l) Professionals 1(m) Purported Secured Creditors 1(n) Shareholders 1(o) Taxing Authorities 1(p) Top 20 Vendors 1(q) Top 50 Unsecured Creditors 1(r) Union 1(s) U.S. Trustee, Judges, and court contacts for the Southern District of New York (and

key staff members) K&E’s inclusion of parties in the following schedules is solely to illustrate K&E’s conflict search process and is not an admission that any party has a valid claim against the Debtors or that any party properly belongs in the schedules or has a claim or legal relationship to the Debtors of the nature described in the schedules.


SCHEDULE 1(a)

Current and Recent Former Entities Affiliated with the Debtors

Arkansas Aerospace, Inc. Beech Aircraft Corporation Beechcraft Aviation Company Hawker Beech de Mexico, S. de R.L. de C.V. Hawker Beech International Services de Mexico, S. de R.L. de C.V. Hawker Beech Services de Mexico, S. de R.L. de C. V. Hawker Beechcraft (Beijing) Consulting Company, Ltd. Hawker Beechcraft (Bermuda) Ltd. Hawker Beechcraft Acquisition Company, LLC Hawker Beechcraft Australia Pty Ltd Hawker Beechcraft Austria GmbH Hawker Beechcraft Corporation Hawker Beechcraft Defense Company, LLC Hawker Beechcraft Do Brasil Hawker Beechcraft do Brasil Assessoria e Intermediacao de Negocios Ltda. Hawker Beechcraft Finance Corporation Hawker Beechcraft Germany GmbH Hawker Beechcraft Global Customer Support Corporation Hawker Beechcraft Holding, Inc. Hawker Beechcraft India Private Limited Hawker Beechcraft International Delivery Corporation Hawker Beechcraft International Holding LLC Hawker Beechcraft International Service Company Hawker Beechcraft International Service Company Spain, S.L. Hawker Beechcraft Limited Hawker Beechcraft Notes Company Hawker Beechcraft Quality Support Company Hawker Beechcraft Regional Offices, Inc. Hawker Beechcraft Singapore Pte. Limited Hawker Beechcraft, Inc. HBC, LLC LLC Hawker Beechcraft Int'l RSA Rapid Aircraft Parts Inventory and Distribution Co., LLC Travel Air Insurance Company (Kansas) Travel Air Insurance Company, Ltd.


SCHEDULE 1(b)

Current and Recent Former Directors and Officers

Allen, Barbara L. Allen, Jay Alonso, Alejandro Anastas, Jeff Anderson, Sidney E. Bailey, Pamela E. Barents, Brian Bartlett, Russ Berger, Ed Bitcon, Michaeline Rose Blad, Randy Boisture, W.W. "Bill", Jr. Brown, William E. Cook, Donald G. Crawford, Lance Daly, Jack Eilts, Fred Ellis, Mike Emery, Richard W., II Farid, Ted Fat, Karin-Joyce Tjon Sien Fernandes, Ruben Garcia, David Gibson, John H. "Jay" Graber, Greg Hall, Steven Haffner, Lisa A. Herbst, Cheryl M. Hill, Wayne Calvert Hirsch, David Howell, Brian Howitt, Guy Richard Jiwanlal, Sharad B. "Rich" Keady, Daniel J. Knight, James D. Lambertz, Dave Laymon, Kevin

Lescheziner, Mauro Cesar Mann, Farooq Ahmad Martin, Matt Maslowski, James I. McGeough, Sean McNary, Heidi Meares, Malone Arthur Jonathan Mehra, Sanjeev Merskey, Seth Miller, Robert S. Mullin, Leo Murphy, Halet A. Olivares, Alejandro Alonso Olive, Arturo Ortega Oliver, William L., Jr. Parkhomcuk, Anatoly Peniche, Sandra Ortega Petkus, Ed Prentice, Clive Recchio, Robert Rodrigues, Ivy Ronquillo, Rafael Felipe Cereceres Rossiter, Stephen J. Sellew, George M. Severson, Byron Richard Shepherd, Scott Sill, Robert Smith, Roger E. Snyder, Alexander L.W. Tannahill, Christi R. Tjon, K.J. Vargas, Ricardo Vascsinec, Gina E. Vick, Shawn W. Wilson, Richard Bruce


SCHEDULE 1(c)

Banking Relationships

Bank Austria Bank of America Bank of China Bankinter SA BBVA Bancomer Central Star Credit Union China Merchants Bank City Bank HBSC Bank Intrust Bank Lloyds TSB Bank plc OAO AKB Rosbank Scotiabank Inverlat US Bank NA Volksbank Dill


SCHEDULE 1(d)

Indenture Trustees

Deutsche Bank National Trust Co. Wells Fargo Bank NA Wilmington Trust NA


SCHEDULE 1(e)

Insurers

Ace American Insurance Co. Aon Risk Services Beazley Insurance Co. Inc. Chartis Chartis Insurance Co. National Union Fire Insurance Co. of Pittsburgh, Pa. St. Paul Fire and Marine Insurance Co. Travelers Zurich American Insurance Co.


SCHEDULE 1(f)

Investment Banker

Perella Weinberg Partners


SCHEDULE 1(g)

Landlords

101HB LLC A&B Properties WDCI Heritage LLC Air Capital Delivery & Warehouse LLC Anaheim Hills Exec. Suites Andre-Maxwell, Barbara Atlantic Aviation Avmats AZA Airport Authority Beechcraft Heritage Museum Centurion Investments Cheyenne Air Continental American Corp. Delaware River & Bay Authority Dupage Airport Authority Flight Center Elliott Aviation Elliott Aviation of Minneapolis Executive Beechcraft Inc. Galaxy Gates Properties LLC Galvin Flying Service Inc. Go Elite Car LLC

Guardian Air Service ICT Airport Authority IND Airport Authority Jet Aviation of America Jon S. Vesely Revocable Trust Kohler Properties Landmark Aviation LIT Airport Commission Midwest Corporate Aviation Mission Aire V LP Morningstar Community Church Plaza Del Sol Inc. Redding Commercial Group LLC Regus San Antonio, City of (TX) Signature Flight Support SLN Airport Authority U of V Foundation Wichita Airport Facilities Wilscam, Laura


SCHEDULE 1(h)

Largest Customers

AFMC Aeronautical Systems Center (ASC) US Air Force (USAF)


SCHEDULE 1(i)

Lenders

40/86 Advisors ACA CLO 2005-1 Ltd. ACA CLO 2006-2 Ltd. ACA CLO 2006-I Ltd. AIG/Sun America Asset Management Aimco CLO Series 2005-A Aimco CLO Series 2006-A Aladdin Capital Aladdin Flexible Investment Fund Spc Series 2008-2 Segregated Portfolio Alcentra ALJ Capital ALJ Capital I LP ALJ Capital II LP AllianceBernstein Global High Income Fund AllianceBernstein LP AllianceBernstein Pooling Portfolios High Yield Allstate Life Insurance Co. Altenberg Funding American Funds Insurance Series Asset Allocations Fund American Funds Insurance Series Global Bond Fund American Funds Insurance Series High Income Bond Fund American High Income Trust Inc Angelo Gordon & Co. LP Apidos Capital Apidos Capital Management LLC Apidos CDO I Apidos CDO III Ltd. Apidos CDO IV Ltd. Apidos CDO V Apidos Cinco CDO Apidos Quattro Ariel Reinsurance Co. Ltd. Arkansas Judicial Retirement System Arkansas Public Employees Retirement System Atrium IV Atrium VI

Avalon Capital Ltd. 3 Avery Point CLO Ltd. Babson Capital Floating Rate Income Master Fund LP Babson Capital Global Loans Ltd. Babson Capital Loan Strategies Master Fund LP Babson Capital Management LLC Babson CLO Ltd. 2004-II Babson CLO Ltd. 2005-II Babson CLO Ltd. 2006-I Bain Capital Sankaty Ballyrock CLO 2006-1 Ltd. Baltimore Fire & Police Employee Retirement System, The City of Bank of America Bank of America NA Bank of Nova Scotia, The Barclays Bank Plc BCI 1 Loan Funding LLC Belhurst CLO Ltd. Bell Atlantic Master Trust Bentham Wholesale Syndicated Loan Fund Bill & Melinda Gates Foundation Black Diamond Offshore Ltd. Blackrock Credit Investors Master Fund LP Blackrock Financial Management Blackrock Financial Management Inc. Blackrock Floating Rate Income Trust Blackrock Senior Income Series Blackrock Senior Income Series II Blackrock Senior Income Series IV Blackrock Senior Income Series V Ltd. Bond Fund of America Canaras Capital Management Capital Guardian Global High-Income Opportunities Master Fund Capital Guardian US High-Yield Fixed-Income Master Fund Capital Research & Management Co. Capital World Bond Fund Carlson Capital


Carlyle Cascade Investment LLC Cavalry CLO I Ltd. CCA Eagle Loan Master Fund Ltd. CCP Credit Acquisition Holdings LLC Celts CLO 2007-1 Ltd. Centerbridge Centerbridge Special Credit Partners LP Champlain CLO Ltd. CIT Group CIT Group/Equipment Financing Inc. Citibank Global Asset Management Citibank International Citibank NA Clydesdale CLO 2003 Ltd. Clydesdale CLO 2005 Ltd. Clydesdale Strategic CLO I Ltd. Cole Brook CBNA Loan Funding LLC Columbusnova CLO Ltd. 2007-1 Commercial Industrial Finance Corp. (CIFC) Credit Suisse Credit Suisse Ag Credit Suisse Loan Funding Credit Suisse Loan Funding LLC Crescent Alternative Credit Partners LP Crescent Capital Group CS Alternative Capital Management CSAM Funding II CSAM Funding III CSAM Funding IV Cypresstree Investment Management Co. DE Shaw & Co. Deerfield Capital Delaware Investment Deutsche Asset Management / Scudder Deutsche Bank Deutsche Bank AG Diversified Credit Portfolio Ltd. Double Black Diamond Offshore Ltd. Dryden V Leveraged Loan CDO 2003 Dryden VIII-Leveraged Loan CDO 2005 Dryden XI Leveraged Loan CDO 2006 Dryden XVI - Leveraged Loan CDO 2006 Dryden XVIII Leveraged Loan 2007 Ltd. Dryden XXI Leveraged Loan CDO LLC

DWS Balanced Fund DWS Balanced VIP DWS High Income Fund DWS High Income Plus Fund DWS High Income Trust DWS High Income VIP DWS Multi Market Income Trust DWS Strategic Income Fund DWS Strategic Income Trust DWS Strategic Income VIP Eaton Vance Management Inc. Export Development Canada Export Development Corp. Faraker Investment Pte. Ltd. Farallon Capital Am Investors LP Farallon Capital Institutional Partners II LP Farallon Capital Institutional Partners III LP Farallon Capital Institutional Partners LP Farallon Capital Partners Farallon Capital Partners LP Fernwood Associates LLC Fernwood Foundation Fund LLC Fernwood Restructurings Ltd. Fidelity Management & Research Co. First 2004 I CLO Ltd. First 2004-II CLO Ltd. Foothill Capital Corp. Foothill Group Inc., The Fort Hill Investments Franklin CLO VI Ltd. Franklin Floating Rate Trust Galaxy VIII CLO Ltd. General Electric Capital Corp. General Electric Inv. Corp. Genesis CLO 2007-2 Ltd. Gold Coast Capital Subsidiary III Ltd. Golden Knight II CLO Ltd. Goldman Sachs Asset Management Goldman Sachs Lending Partners LLC Green Island CBNA Loan Funding LLC GSO Capital GSO Capital Partners LP GSO Special Situations Fund LP GSO Special Situations Overseas Master Fund Ltd.


Harbert Credit Opportunities Master Fund Ltd. Harbert Distressed Investments Hewetts Island CLO II Ltd. Hewett's Island CLO III Ltd. Hewett's Island CLO V Ltd. Hewett's Island CLO VI Ltd. Highland Capital Management Highland Floating Rate Opportunities Fund Illinois State Board of Investment Income Fund of America, The ING (L) Flex-Senior Loans ING Investment CLO II Ltd. ING Investment Management ING Investment Management CLO I Ltd. ING Investment Management CLO III Ltd. ING Investment Management CLO IV Ltd. ING Investment Management CLO V Ltd. ING Investment Trust Co. Plan Employee Benefit Investment Funds - Senior Loan Fund Intermarket Management Corp. Invesco Floating Rate Fund Invesco Management & Research Iowa Public Employees' Retirement System Jersey Street CLO Ltd. JP Morgan Chase JP Morgan Chase Bank NA JP Morgan Whitefriars Inc. JPMBI Re Blackrock Bank Loan Fund Katonah V Ltd. KKR KKR Financial CLO 2007-1 Ltd. KKR Financial CLO 2007-A Ltd. Landmark IX CDO Ltd. Landmark VIII CLO Ltd. LCM II LP Lehman Brothers Inc. Lehman Commercial Paper Inc. Levine Leichtman Capital Limerock CLO I Lincoln National Life Insurance Co. LJR Capital LP Longhorn CDO III Ltd. Lord Abbett

Lord Abbett Invest Trust-Lord Abbett Floating Rate Fund Lyon Capital Management Lyon Capital Management LLC MAC Capital Ltd. Mackay HYAC Mackay Shields Mackay Shields Defensive Bond Arbitrage Fund Ltd. Mackay Short Duration Alpha Fund Madison Park Funding I Ltd. Madison Park Funding II Ltd. Madison Park Funding V Ltd. Magnetite V CLO Ltd. Mainstay 130/30 High Yield Fund Mainstay Diversified Income Fund Mainstay Income Builder Fund Mainstay VP Income Builder Portfolio, A Series Marlborough Street CLO Ltd. McDonnell Bank Loan Select Master Fund McDonnell Investment Management LLC Met Investors Series Trust - Met/Eaton Vance Floating Rate Portfolio MFS - Massachusetts Financial Services MFS Charter Income Trust MFS Diversified Income Fund MFS High Income Fund MFS High Yield Opportunities Fund MFS High Yield Portfolio MFS Intermediate High Income Fund MFS Multimarket Income Trust MFS Special Value Trust MFS Variable Insurance Trust MJX Asset Management Moselle CLO SA Mountain Capital CLO III Ltd. Mountain View CLO III Ltd. Nautique Funding Ltd. NCRAM Loan Trust New Fleet New York Life Insurance (Guaranteed Products) New York Life Insurance Co., GP-Portable Alpha Nomura Bond & Loan Fund


Nomura Holdings America Noonday Offshore Inc. Northrop Grumman Pension Master Ocean Trails CLO I Ocean Trails CLO II Ocean Trails CLO III Oppenheimer & Co. (New York) Oppenheimer Master Loan Fund LLC Oppenheimer Senior Floating Rate Fund Pacific Select Fund-Floating Rate Loan Portfolio Palmetto Investors Master Fund LLC Patriarch Petrusse European CLO SA Post Advisory Powershares Senior Loan Portfolio Princeton Advisory Group Prospect Harbor Credit Partners LP Prudential Insurance Co. of America Prudential Investment Management Inc. Putnam Management Co. Inc. Pyxis Credit Strategies Fund Q Investments R2 Investments LDC Race Point IV CLO Ltd. Regatta Funding Ltd. Regiment Capital Ridgeworth Funds High Income Fund Royal Bank of Scotland Royal Bank of Scotland Plc, The Sanford C. Bernstein Fund Inc. II - Intermediate Duration Institutional Portfolio Sankaty Advisors Inc. Sankaty Advisors LLC Sankaty Credit Opportunities III LP Sankaty Credit Opportunities IV LP Sankaty Credit Opportunities Offshore Master IV LP Sapphire Valley CDO I Ltd. Saturn CLO Ltd. SC Pro Loan II Ltd. ScotiaBanc Inc. SEIX Silver Oak Capital LLC Special Value Continuation Partners LP Special Value Expansion Fund LLC

State Bank of India State of Alaska Permanent Fund Sumitomo Mitsui Sumitomo Mitsui Banking Corp. Swiss Capital Pro Loan III Plc-2 TCW Asset Management Co. TCW Capital Trust TCW Senior Secured Floating Rate Loan Fund LP TCW Senior Secured Loan Fund LP Tennenbaum LLC Tennenbaum Opportunities Fund VI LLC Tennenbaum Opportunities Partners V LP Tudor Investments UBS AG UBS Loan Finance LLC UBS Pace High Yield Investments UBS Pace Select Advisors Trust US Bank Valcour Floating Rate Fund Velocity CLO Ltd. Venture IX CDO Ltd. Venture V CDO Ltd. Venture VI CDO Ltd. Venture VII CDO Ltd. Vinacasa CLO Ltd. Virtus Multi-Sector Fixed Income Fund Vitesse CLO Ltd. VP Funds Trust VVIT Virtus Multi-Sector Fixed Income Series Wasatch CLO Ltd. Washington National Insurance Co. Wayzata Investment Partners LLC Wayzata Opportunities Fund II LP Wellpoint Inc.-2 West Bend Mutual Insurance Co. West LB West LB AG, NY Branch Westgate Horizons Westwood CDO II Ltd. WG Horizons CLO I Whippoorwill Associates Inc. (D) Whippoorwill Associates Inc., Profit Sharing Plan


Whippoorwill Distressed Opportunity Fund LP Whippoorwill Offshore Distressed Opportunity Fund Ltd.

Woodlands Commercial Bank Xelo VII Ltd. Yorkville CBNA Loan Funding LLC Zohar III Ltd.


SCHEDULE 1(j)

Litigants

Airtec Inc. Anderson, Robert Arnold, Bob CB Aviation LLC CMC Travel LLC Cole, Teresa D. D’Ambrosio, Peter R., Administrator Dale, Kim Finley, Hercules Firestone, Justin Gulf Wide Aviation LLC Hood, Vivian A. Huisman, Sonya IOTC Air LLC Jones, Clifford Lunn, William D.

Maize, Martin O. Minge, Donald Moore, Lisabet Old Republic Insurance Raytheon Aircraft Co. Rohera, Bhavna. Rosenberg, Patricia A. Sargeant, Harry, III Sivils, Stephen TECT Aerospace Inc. Tillman, Davis Twigg, Denice United States of America US Air Force Vigil, Easton


SCHEDULE 1(k)

Members of Ad Hoc Bondholder Group

GSO Capital Partners LP HWBCC LP Special Value Expansion Fund LLC Special Value Opportunities Fund LLC Tennenbaum Opportunities Fund VI LLC Tennenbaum Opportunities Partners V LP


SCHEDULE 1(l)

Professionals

Accenture LLP ADP Inc. AeroSafeInc. Agren Blando Court Reporting Alvarez & Marsal Andrews & Kurth LLP Anthem Services LLC Arn Mullins Unruh Kuhn & Wilson LLP Aviation Legal Group PA Banker Lopez Gassler PA Barber & Associates BCX Consulting LLC CEK Legal Services Codan Services Ltd. Curtis Mallet-Prevost Colt & Mosle LLP Daugherty Fowler & Peregrin Davis & Jack LLC Deloitte Depew & Gillen Rathbun Drinker Biddle & Reath LLP Duff & Phelps LLC Environ International Corp. Epiq Bankruptcy Solutions LLC Fleeson Gooing Coulson Kitch LLC Foulston Siefkin LLP Fried Frank Harris Shriver & Jacobson LLP Gates & Partners Solicitors Grant Thornton LLP Harper Meyer Perez Hagen Harris & Collins Heidrick & Struggles Inc. Hill Dickinson LLP Hinkle Elkouri Law Firm LLC Hurt & Berry LLP Husch Blackwell LLP Hutchison Group Inc.

Jablonski & Associates LLC Kaye Scholer LLP Konak Inc. KPMG LLP Latham & Watkins Lavin O'Neil Ricci Cedrone & DiSipio Law Office of Christopher C. Bouquet Lerner David Littenberg Luthra & Luthra Martin Pringle Oliver Wallace Maslowski, James Mercer Human Resource Consulting Miller Matthias & Hull LLP Mitchell Williams Selig Gates & Woo Ogletree Deakins Plunkett Cooney PC PricewaterhouseCoopers Richards Layton & Finger Samuels & Hiebert LLC Santamarina y Steta Sheppard Mullin Richter & Hampton LLP Sedgwick LLP Sidley Austin LLP Spencer Fane Britt & Browne LLP Strassburg & Co. Inc. Stratos Legal Services LP Vavra Aviation Consulting Vedder Price PC Wachtell Lipton Rosen & Katz Walder Wyss Ltd. Weil Gotshall & Manges LLP White & Case LLP Wolfram Law Firm PC Wright Lindsey & Jennings LLP Young Bogle McCausland


SCHEDULE 1(m)

Purported Secured Creditors

Air Liquide Industrial US LP Credit Suisse AG, Cayman Islands Branch Crown Credit Co. GE Government Finance Inc. Hi-Tech Mold & Engineering Inc. Kansas-Oklahoma Machine Tools Inc. KKOS Leasing Inc. Pomeroy Select Integration Solutions Inc. Pomeroy IT Solution Sales Co. Inc. Suntrust Leasing Corp. Williams International Co. LLC


SCHEDULE 1(n)

Shareholders

GS Capital Partners Onex Investment Corp.


SCHEDULE 1(o)

Taxing Authorities

Arizona Corporation Commission Arizona Department of Commerce Arizona Department of Revenue Arkansas Department of Finance & Administration Arkansas Secretary of State Bexar Appraisal District (TX) Bexar County Tax Assessor (TX) California Franchise Tax Board California Secretary of State California State Board of Equalization Colorado Department of Revenue Colorado Department of State Companies House Connecticut Department of Revenue Services Connecticut Secretary of State Dallas City Tax Collector (TX) Dallas County Appraisal District Delaware Division of Revenue Delaware Secretary of State - Franchise Tax Denton Central Appraisal District (TX) Denton County Tax Assessor Collector (TX) Florida Department of Revenue Florida Department of State Fulton County Board of Tax Assessors (GA) Fulton County Georgia Department of Finance Fulton County Tax Commissioner (GA) Georgia Department of Natural Resources Georgia Department of Revenue Georgia Secretary of State Georgia Taxpayer Services Division Grapevine/Colleyville Area Tax Office (TX) Harris County Appraisal District (TX) Harris County Tax Assessor Collector (TX) Hillsborough County Property Appraiser (FL) Hillsborough County Tax Collector (FL) Hillsborough County Treasurer (FL) HM Revenue & Customs Illinois Department of Revenue

Illinois Secretary of State Indiana Department of Revenue Indiana Secretary of State Iowa Corporation Tax Return Processing Iowa Secretary of State Kansas Corporate Tax Kansas Department of Revenue Kansas Franchise Tax Kansas Secretary of State Kentucky Department of Revenue Kentucky Office of the Secretary of State Leesburg, Town of (VA) Little Rock, City of (AR) Los Angeles, City of (CA) Maricopa County Assessor (AZ) Marion County Assessor (IN) Marion County Treasurer (IN) Massachusetts Department of Revenue Massachusetts Secretary of the Commonwealth Mecklenburg County Tax Assessor (NC) Mecklenburg County Tax Collector (NC) Mesa, City of (AZ) Michigan Department of Treasury Minnesota Revenue Minnesota Secretary of State - Renewals Mississippi Office of Revenue Mississippi Secretary of State Missouri Department of Revenue Missouri Secretary of State Nebraska Department of Revenue Nebraska Secretary of State Nevada Department of Taxation Nevada Secretary of State Nevada, State of - Sales/Use Nevada Legal Press New Jersey Department of State New Jersey Division of Taxation New Jersey, State of New York Department of State New York State Corporation Tax NYS Sales Tax Processing


North Carolina Department of Revenue North Carolina Department of The Secretary of State Ohio Department of Taxation Oklahoma Tax Commission Orange County (CA) Oregon Department of Revenue Oregon Secretary of State Pennsylvania Bureau of Corporation Taxes Portland, City of (OR) Pulaski County Assessor's Office (AR) Pulaski County Treasurer (AR) Saline County Treasurer (KS) SARS (South African Revenue Services) Sedgwick County Appraisal Office (KS) Sedgwick County Courthouse (KS) Sedgwick County Treasurer (KS)

South African Revenue Service Tampa Business Tax Division Tarrant Appraisal District (TX) Tarrant County Tax Assessor - Collector (TX) Tennessee Department of Revenue Tennessee Division of Business Services Texas Comptroller of Public Accounts US Department of the Treasury, Internal Revenue Service Utah Corporate Tax Payment Virginia Department of Taxation Virginia State Corporation Commission Walnut Creek, City of (CA) Washington Secretary of State Washington State Department of Revenue Wisconsin Department of Revenue


SCHEDULE 1(p)

Top 20 Vendors

Aernnova Aerospace Airbus UK Ltd. BE Aerospace Inc. Eaton Aerospace LLC Fokker Elmo BV Fuji Heavy Industries Ltd. Garmin International Inc. Hamilton Sundstrand Corp. Hexcel Corp. Honeywell Labinal de Mexico SA de CV Messier-Dowty Moog Inc. Nordam Group Inc. PPG Industries Inc. Pratt & Whitney Canada Inc. Precision Pattern Inc. Product Manufacturing Co. Rockwell Collins Inc. Williams International Corp.


SCHEDULE 1(q)

Top 50 Unsecured Creditors

Aernnova Aerospace Mexico SA de CV Air Routing Card Services LP Rockwell Collins Inc. Airbus Operations Ltd. Aircell Inc. Airviaggi San Raffaele Srl AM Castle & Co. Aviaservice International NV Avion Pacific Ltd. BE Aerospace Consumables Management CE Machine Co. Inc. CMC Electronics Inc. Colentra Leasing Enterprises Ltd. Computer Sciences Corp. Corporate Aircraft SA Dassault Systemes Americas Corp. Deutsche Bank National Trust Co. Export Development Canada Flightsafety Services Corp. Fokker Elmo BV Fuji Heavy Industries Ltd. Genuine Parts Co. Global Parts Inc. Hamilton Sundstrand Corp. Hawker Pacific Pty. Ltd.

Highland Consulting Group Inc., The Himalyaputra Aviation Ltd. Honeywell International Inc. IBM Corp. Inter Aviation IQ Navigator Inc. IQ Navigator Inc. Itochu Aviation Inc. L3 Communications Labinal de Mexico Messier Dowty Inc. Lider Taxi Aereo SA Air Brazil Madis Management Martin Baker Aircraft Co. Ltd. Netjets Middle East/Nasjets Nigerian Presidential Air Wing North Slope Borough (AK) Pension Benefit Guarantee Corp. Prefectura Naval Argentina Pilatus Aircraft Ltd. Pt Lion Mentari Satyam Computer Services Ltd. Spirit Aerosystems Europe Ltd. Topstone Investment Corp.


SCHEDULE 1(r)

Union

International Association of Machinists & Aerospace Workers


SCHEDULE 1(s)

United States Trustee, Judges, and court contacts for the Southern District of New York (and key staff members)

Bernstein, Stuart M. Chapman, Shelley C. Davis, Tracy Hope Drain, Robert Gasparini, Elisabetta Gerber, Robert E. Glenn, Martin Golden, Susan Gropper, Allan L. Khodorovsky, Nazar Lane, Sean H. Lifland, Burton R. Martin, Marylou Masumoto, Brian S. Morris, Cecelia G. Morrissey, Richard C. Nakano, Serene Peck, James M. Riffkin, Linda A. Schwartz, Andrea Schwartzberg, Paul K. Velez-Rivera, Andy Zipes, Greg M.


SCHEDULE 2

Name of Entity Searched Name of Entity and/or Affiliate of Entity, that is a K&E Client

Status

40/86 Advisors 40|86 Advisors Inc. Closed Conseco, Inc. Current ACA CLO 2006-2 Ltd. ACA CLO 2006-2 Ltd. Current Accenture LLP Accenture Inc. Closed Accenture LLP Current ADP Inc. ADP, Inc. Current Alcentra Alcentra Limited Closed AllianceBernstein Global High Income Fund

AXA Investment Managers Private Equity Europe S.A.

Current

AllianceBernstein LP AllianceBernstein Pooling Portfolios High Yield

Allstate Life Insurance Co. Allstate Corporation Closed Allstate Fire and Casualty Insurance

Company Current

Allstate Indemnity Company Current Allstate Insurance Company Current Allstate Life Insurance Company Current Allstate Property and Casualty

Insurance Company Current

The Allstate Corporation Current Alvarez & Marsal Alvarez & Marsal Inc. Current American Funds Insurance Series Asset Allocations Fund

The Capital Group Companies, Inc. Current

American Funds Insurance Series Global Bond Fund

American Funds Insurance Series High Income Bond Fund

Capital Research & Management Co.

Angelo Gordon & Co. LP Angelo Gordon & Co. LP Current Aon Risk Services Aon Brokers Services, Inc. Current Aon Corporation Current Aon Group Inc. Current Aon Re Inc. Closed Aon Risk Services Central, Inc. Current


2


Status

Aon Risk Services Companies, Inc. Current Aon Risk Services Inc. of NY US

10048-7376 New York Current

Aon Risk Services Northeast, Inc. Current Aon Services Group, Inc. Current Keith R. Moore Current Arizona Corporation Commission Arizona House of Representatives

and State Senate Closed

Arizona Department of Commerce Arizona Department of Revenue Atlantic Aviation Alex W. Wei Current Delaware Investment Macquarie Agricultural Funds

Management Limited Current

Macquarie Bank Limited Former Macquarie Capital Funds Inc. Current Macquarie Capital USA Inc. Current Macquarie Communications

Infrastructure Group Former

Macquarie Corporate & Asset Finance

Current

Macquarie DDR Management Limited, as the responsible entity for Macquarie DDR Trust

Closed

Macquarie Funds Group Former Macquarie Global Opportunities

Partners Current

Macquarie Infrastructure Company Former Macquarie Infrastructure Partners II Current Macquarie Infrastructure Partners II

International, L.P. Former

Macquarie Infrastructure Partners Inc.

Current

Macquarie Investment Holdings No. 2 Pty Limited

Former

Macquarie Media Group Closed Babson Capital Management LLC Cornerstone Real Estate Advisers

LLC Closed

Babson CLO Ltd. 2004-II US Bank NA Tr UA 10/28/04 FBO Babson CLO Ltd. 2004-II

Current


3


Status

Babson CLO Ltd. 2005-II Babson CLO Ltd. 2005-II Current Babson CLO Ltd. 2006-I Babson CLO Ltd. 2006-I Current Bain Capital Sankaty Bain Capital Current Sankaty Advisors Inc. Bain Capital Asia Fund, L.P. Current Sankaty Advisors LLC Bain Capital Asia, LLC Current Bain Capital Fund X, L.P. Current Bain Capital Partners, LLC Current Bain Capital Ventures Current Bain Capital, Inc. Current Bain Capital, LLC Closed Sankaty Advisors Ltd. Current Sankaty Advisors, LLC Closed Bank Austria Bayerische Hypo-und Vereinsbank

AG Closed

UniCredit Bank AG Current Bank of America Banc of America Securities LLC Closed Bank of America NA BancAmerica Capital Investors II,

L.P. Former

Bank of America Current Bank of America Capital Investors Former Bank of America Corporation Current Bank of America Merrill Lynch Current Bank of America NT & SA Current Bank of America, N.A. Current Benjamin Klein Current Faruqe Alam Current Merrill Lynch Current Merrill Lynch Pierce Fenner &

Smith Inc. Current

Bank of China BOCI Asia Limited Current CCB International (Holdings)

Limited Current

China Investment Corporation Current Barclays Bank Plc Barclays Bank plc Closed Barclays Capital Current Bill & Melinda Gates Foundation Bill & Melinda Gates Foundation Current Blackrock Financial Management Private National Mortgage

Acceptance Company, LLC Closed


4


Status

Blackrock Financial Management Inc.

Carlson Capital Carlson Capital, L.P. Current Carlyle Carlyle Asia Investment Advisers

Limited Current

Carlyle Realty Partners III, L.P. Current Carlyle Realty Partners IV, L.P. Current Carlyle Realty Partners V, L.P. Current Carlyle Realty Partners, L.P. Current Carlyle Strategic Partners Current Rodney S. Cohen Current The Carlyle Group Current Ypso France SAS Current Centerbridge Centerbridge Partners, L.P. Current Chartis Advisory Committee of AIG Asian

Real Estate Partners II (Cayman), L.P.

Closed

Chartis Insurance Co. AIG Asian Real Estate Partners II (USD Feeder), L.P.

Closed

National Union Fire Insurance Co. of Pittsburgh, Pa.

AIG Asian Real Estate Partners II (USD), L.P.

Closed

AIG Retirement Services, Inc. Current HSA Residential Mortgage Services

of Texas Current

MorEquity Inc. Closed China Merchants Bank CMB International Capital

Corporation Limited Current

Citibank Global Asset Management Citi Alternative Investments Former Citibank International Citicorp Mezzanine III, L.P. Current Citibank NA Citigroup Global Markets Asia

Limited Current

Yorkville CBNA Loan Funding LLC

Citigroup Global Markets Inc. Current

Citigroup Global Markets Ltd. Current Citigroup Global Markets Realty

Corp. Current

Craig Barrack Closed Old Lane Hedge Fund GP, LLC Closed Credit Suisse Credit Suisse Closed


5


Status

Credit Suisse Ag Credit Suisse First Boston Corporation

Current

Credit Suisse AG, Cayman Islands Branch

Credit Suisse Group AG Current

Credit Suisse Loan Funding Credit Suisse LLC Current Credit Suisse Loan Funding LLC Credit Suisse Securities (USA) LLC Current Credit Suisse Securities Europe Ltd. Current DE Shaw & Co. D E Shaw & Co. UK Limited Former D.E. Shaw & Co., L.P. Current Deloitte Deloitte LLP Current Deutsche Asset Management / Scudder

Deutsche Bank AG Current

Deutsche Bank Deutsche Bank AG, Hong Kong Branch

Current

Deutsche Bank AG Deutsche Bank Securities Inc. Current Deutsche Bank National Trust Co. Deutsche Bank Trust Companies,

America Closed

Deutsche Bank Trust Company Americas

Closed

Duff & Phelps LLC Duff & Phelps GmbH Current Duff & Phelps LLC Curernt John A. Magliana Closed Vestar Capital Partners III, L.P. Current Vestar Capital Partners IV, L.P. Current Vestar Capital Partners V Current Vestar Capital Partners VI Current Vestar Capital Partners, Inc. Current Epiq Bankruptcy Solutions LLC EPIQ Systems, Inc. Current Farallon Capital Partners Farallon Capital Management LLC Current Farallon Capital Partners, L.P. Current Farallon CS International Finance II,

L.P. Current

Fidelity Management & Research Co.

Fidelity Brokerage Services, LLC Closed

Fidelity Investments Current FMR LLC Closed Flightsafety Services Corp. Belt Railway Company of Chicago,

The Closed


6


Status

BNSF Railway Current The Pampered Chef, Ltd. Current Foothill Group Inc., The Norwest Equity Partners Former Wells Fargo Bank NA Norwest Venture Partners Closed Wachovia Capital Partners 2006

LLC Current

Wells Fargo Bank, N.A. Current Fuji Heavy Industries Ltd. Fuji Heavy Industries USA, Inc. Current Fuji Heavy Industries, Ltd. Current Subaru of America, Inc. Current Garmin International Inc. Garmin International, Inc. Closed GE Government Finance Inc. Andrew Sorrentino Current General Electric Capital Corp. Birchwood Power Partners, L.P. Closed General Electric Inv. Corp. General Electric Company Current Goldman Sachs Asset Management American Golf Corporation Current Goldman Sachs Lending Partners LLC

Cablecom GmbH Closed

GS Capital Partners Cogentrix Energy Inc. Current Cogentrix of Rocky Mount, Inc. Closed Goldman Sachs Current Goldman Sachs & Company Current Goldman Sachs Asset Management

CLO plc Current

Goldman Sachs Capital Partners Current Goldman Sachs Global

Opportunities Fund LLC (New York)

Current

Goldman Sachs Global Opportunities Fund LLC, New York

Current

Goldman Sachs Global Opportunities Fund Offshore Ltd.

Current

Goldman Sachs International Ltd. Current Goldman Sachs Lending Partners

LLC Current

GS Capital Partners Closed GS Capital Partners 2000, L.P. Closed GS Capital Partners V, L.P. Closed Limelight Networks, Inc. Current Muneer A. Satter Current


7


Status

National Golf Properties Current Triad Financial SM LLC Current W2007 Grace I, LLC Current Grant Thornton LLP Grant Thornton LLP Current GSO Capital BHAC IV, LLC Current GSO Capital Partners LP Blackstone Capital Partners IV L.P. Current Blackstone Holdings I L.P. Current Blackstone Holdings I/II GP, Inc. Current Blackstone Holdings II L.P. Current Blackstone Holdings III GP L.L.C. Current Blackstone Holdings III L.P. Current Blackstone Holdings IV GP L.P. Current Blackstone Holdings IV L.P. Current Blackstone Holdings V GP L.P. Current Blackstone Holdings V L.P. Current Blackstone Hospitality Acquisitions,

LLC Current

Blackstone Mezzanine Partners, L.P.

Current

Blackstone Real Estate Partners IV L.P.

Current

Blackstone Real Estate Special Situations Advisors LLC

Closed

BRE/HV Holdings, LLC Current GSO Capital Partners Current GSO Capital Partners International

LLP Current

Park Hill Group, LLC Closed Prime Hospitality, LLC Current The Blackstone Group Current The Blackstone Group International

Partners LLP Current

Various senior officers and employees of The Blackstone Group

Current

Hamilton Sundstrand Corp. Detection Logic Fire Protection Inc. Current Pratt & Whitney Canada Inc. Integrated Products and Services

Incorporated Current

Pratt & Whitney Company Current


8


Status

Robert Wu Current UTC Fire & Security Corporation Current Honeywell Honeywell Belgium N.V. Closed Honeywell International Inc. Honeywell Europe N.V. Closed Honeywell Fluorine Products

Europe B.V. Closed

Honeywell International Inc. Current Honeywell Retirement Earnings

Plan Current

Honeywell Savings and Ownership Plan

Current

Honeywell Scanning and Mobility Current Honeywell Secured Benefit Plan Current Metrologic Instruments, Inc. Current Omniplanar Inc. Current Plan Administrator of Honeywell

Retirement Earnings Plan Current

Plan Administrator of Honeywell Savings and Ownership Plan

Current

Plan Administrator of Honeywell Secured Benefit Plan

Current

HSBC Bank HSBC Bank plc Closed IBM Corp. IBM Corporation Current Lender Business Process Services,

Inc. Current

Illinois Department of Revenue Admissions Review Commission Closed Illinois Secretary of State Illinois Attorney General Lisa

Madigan Closed

Illinois State Board of Investment Illinois Torture Inquiry and Relief Commission

Current

Office of the Governor, State of Illinois

Closed

ING Investment Management ING Asset Management BV Closed ING Asset Management SpA Former ING Bank N.V. Current ING Community Living Fund Current ING Life Insurance and Annuity

Company Closed

ING Management Limited Current


9


Status

ING Office Fund Current ING U.S. Office Corporation Current ING UOC Falls Church L.P. Closed Paul van Heerde Closed IQ Navigator Inc. Benjamin J. Daverman Current Landmark Aviation Christian B. McGrath Current Constantine S. Mihas Current Golder, Thoma, Cressey, Rauner,

Inc. Current

GTCR Fund VI, L.P. Current GTCR Golder Rauner Former GTCR Partners VI, L.P. Current GTCR, LLC Current IQNavigator, Inc. Current Landmark FBO, LLC Current Michael S. Hollander Current various principals of GTCR

Camp Systems1 Current

JP Morgan Chase Banc One Capital Markets, Inc. Current JP Morgan Chase Bank NA Bear Growth Capital Partners, LP Closed JP Morgan Whitefriars Inc. Bear Stearns Merchant Banking Former Bear, Stearns & Co. Inc. Current Chase Bank USA, NA Closed Chase Capital Corporation Closed J.P. Morgan Securities (Asia

Pacific) Limited Current

J.P. Morgan Securities Asia Pacific Limited

Current

J.P. Morgan Ventures Energy Corporation

Former

J.P. Morgan, LLC Current JP Morgan Asset Management Current JP Morgan Partners, LLC Current JP Morgan Securities, Inc. Current

1 K&E client GTCR, LLC or an affiliate of GTCR, LLC is expected to acquire Camp Systems, which is a vendor

to the Debtors.


10


Status

JPMorgan Chase & Company Closed JPMorgan Chase Bank Closed JPMorgan Chase Bank, N.A. Current William Wulkan Former KKR KKR Asset Management LLC Current Kohlberg Kravis Roberts &

Company Current

New Mountain Capital Current Reinhard Gorenflos Current The Boyds Collection Ltd. Closed KPMG LLP KPMG LLP Current KPMG LLP (Canada) Closed KPMG Services (Proprietary)

Limited Former

Lehman Brothers Inc. LBREM I Current Lehman Commercial Paper Inc. LBREM II Current LBREP I Current LBREP II Current LBREP III Current LBREP Lakeside SC Master I, LLC Current Lehman Brothers Asset

Management, Inc. Closed

Lehman Brothers Merchant Banking Partners III L.P.

Former

Lehman Brothers Merchant Banking Partners IV Europe L.P.

Former

Lehman Brothers Merchant Banking Partners IV, L.P.

Former

Lehman Brothers Private Equity Advisers LLC

Closed

Lehman Brothers Real Estate Partners II, LP

Closed

Lehman Brothers Real Estate Pension Partners II, L.P.

Former

Lehman Brothers, Inc. Current Michael J. Moore Closed Lincoln National Life Insurance Co. Lincoln Financial Group Current Lincoln Life & Annuity Company

of New York Current


11


Status

Lincoln National Corporation Current Lincoln National Life Insurance Current Lincoln National Life Insurance

Company Current

Lloyds TSB Bank plc Lloyds TSB Bank plc Closed Lloyds TSB Leasing No. 3 Limited Former Los Angeles, City of (CA) Antonio Villaraigosa, The

Honorable Current

Mackay Shields NYLCAP Mezzanine Partners III Former New York Life Insurance (Guaranteed Products)

Private Advisors, LLC Closed

Michigan Department of Treasury Michigan Innocence Clinic Current MJX Asset Management MJX Asset Management Closed Nomura Holdings America Nomura International plc Current Noonday Offshore Inc. Noonday Asset Management LLP Closed Onex Investment Corp. Sitel Worldwide Corporation Current Spirit Aerosystems Europe Ltd. Orange County (CA) County of Orange, California Closed Orange County (CA) Board of

Supervisors Closed

Patriarch RM Acquisition, LLC Current Perella Weinberg Partners David Schiff Current Perella Weinberg Partners LP Former Pomeroy IT Solution Sales Co. Inc. Jason Leach Closed Pomeroy Select Integration Solutions Inc.

Platinum Equity, LLC Current

Pomeroy IT Solutions, Inc. Current PricewaterhouseCoopers Pricewaterhousecoopers Closed PricewaterhouseCoopers LLP Current PricewaterhouseCoopers LLP

Ontario Current

Raytheon Aircraft Co. Raytheon Company Current Raytheon Missile Systems Company Current Raytheon Space and Airborne

Systems Current

Raytheon Technical Services Company LLC

Current

Royal Bank of Scotland Charter One Bank Current


12


Status

Royal Bank of Scotland Plc, The Citizens Financial Group, Inc. Current Greenwich Capital Financial

Products Inc. Current

Greenwich Capital Markets, Inc. Current Ira J. Platt Current RBS Asset Management Ltd. Current RBS Greenwich Capital Current RBS Securities Current RBS Securities, Inc. Current RBS Special Opportunities Fund A

LP Current

RBS Special Opportunities Fund B LP

Current

RBS Special Opportunities Fund C LP

Current

RBS Special Opportunities Fund D LP

Current

RBS Special Opportunities Fund Employee LP

Current

Royal Bank of Scotland Current Royal Bank of Scotland Group Current Royal Bank of Scotland PLC Current The Royal Bank of Scotland plc Current Sapphire Valley CDO I Ltd. Sapphire Valley CDO I Ltd. Current St. Paul Fire and Marine Insurance Co.

The Travelers Companies, Inc. Current

Travelers Sumitomo Mitsui Sumitomo Mitsui Banking

Corporation Current

Sumitomo Mitsui Banking Corp. TCW Asset Management Co. Robert A. Day Closed TCW Capital Trust TCW Crescent Mezzanine

Management V, LLC Current

UBS AG Max Peckler Closed UBS Loan Finance LLC UBS (Bahamas) Ltd. Former UBS AG Current UBS AG, London Branch Current UBS Financial Services, Inc. Current


13


Status

UBS Global Asset Management (UK) Ltd.

Current

UBS Global Asset Management Inc. Current UBS Investment Bank Current UBS Securities LLC Current UBS Warburg Current US Bank U.S. Bank National Association Current Wayzata Investment Partners LLC Wayzata Investment Partners Current West LB WestLB AG Current West LB AG, NY Branch White & Case LLP Carlos Mack Current Wilmington Trust NA Wilmington Trust-London Limited Closed


Documents

12-11873-smb Doc 105 Filed 05/16/12 Entered 05/16/12 20:52