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1 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 1 of 8 Timothy T. Mitchell (TX ) Rashti and Mitchell, Attorneys at Law 4422 Ridgeside Drive Dallas, Texas Telephone: (972) Facsimile: (972) tim@rashtiandmitchell.com Attorney for Ben Kirkland Hearing: December 20, 2011@10:00a.m. Response Deadline: December 13, 2011@4:00 p.m. IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: BB LIQUIDATING INC., et al Debtors. X X X X X X X Chapter 11 Case No.: (BRL) (Jointly Administered) AMENDED RESPONSE OF BEN KIRKLAND TO DEBTOR S TWELFTH OMNIBUS OBJECTIONS TO CLAIMS COMES NOW, Ben Kirkland (hereinafter referred to as "Ben Kirkland"), a creditor and former employee of the Debtors (but an employee at all material times herein), who is the beneficiary of an employee incentive plan, by and through his undersigned counsel, and would respectfully show the Court as follows: BACKGROUND 1. On September 23, 2010 ( Petition Date ), the above-captioned debtors and debtors in possession (collectively, Debtors ) filed voluntary petitions under Chapter 11 of title 11 of the United States code ( Bankruptcy Code ). 1

2 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 2 of 8 OBJECTION 2. On or about November 2, 2011, the Debtors filed Debtor s Twelfth Omnibus Objections to Claims, claiming that the Debtors had no liability for claim number BEN KIRKLAND S RESPONSE CONCERNING CLAIM NUMBER 6375 OF BEN KIRKLAND 3. Based upon Debtors books and records Debtors scheduled Ben Kirkland to receive a priority administrative claim in the amount of 60, based upon an employee incentive plan. This employee incentive plan was recognized by the Debtors on the Petition Date, September 23, 2010, by docket entry number 8 in this case, being Debtor s Motion Pursuant to 11 USC Sections 105(a), 363(b), and 507 and Federal Bankruptcy Rule of Procedure 6003 and 6004 for Authorization to (I) Pay Certain Employee Obligations and Maintain and Continue Employee Benefits and Programs and (II) for Banks to Honor and Process Checks and Transfers Related to Such Obligations (herein the Docket Entry Number 8 Motion ). The order granting Docket Entry Number 8 Motion is also attached hereto to the end of Exhibit A, being docket entry number 46 in this bankruptcy. Subsequently Ben Kirkland filed claim number 6375 in the amount of 60, as a priority administrative claim based upon an employee incentive plan which was exactly in line with the original amount scheduled by Debtors based upon Debtors books and records. CLAIM NUMBER 6375 OF BEN KIRKLAND IS PRESUMED VALID 4. Rule 3001(f) of the Federal Rules of Bankruptcy Procedure ( Bankruptcy Rules ) provides that a proof of claim filed in accordance with the Bankruptcy Rules shall constitute prima facie evidence of the validity and the amount of the claim. Fed. R. Bankr. P. 3001(f); In re Planet Hollywood Int l, 274 B.R. 391, 394 (Bankr. D. Del. 2001). The interposition of an objection does not deprive the proof of claim of presumptive validity unless the objection is st supported by substantial evidence. See In re Hemingway Trans., Inc., 993 F.2d 915, 925 (1 Cir. 1993). (emphasis added). To overcome this presumed validity, the Trust [Debtors here] must present evidence that, if believed, would refute at least one of the allegations that is essential 2

3 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 3 of 8 rd to the claim s legal sufficiency. See In re Allegheny Int l., Inc., 954 F.2d 167, 173 (3 Cir. 1992). (emphasis added). 5. It is not sufficient for the Debtors to summarily claim that they have no liability with respect to administrative claim number 6375 in the amount of 60, The Debtors employed Ben Kirkland pursuant to a specific employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, by the Docket Entry Number 8 Motion and the resulting Order of this Court being Docket Number 46. The Debtors used Ben Kirkland s expertise along with the expertise of other members of the Debtors Real Estate Team to sign 1,149 leases since the Petition Date and obtain rent savings of 25,951,652 with a total savings over the term of the leases of 84 million (see June 2, from Debtors attached hereto as Exhibit D ). Additionally, the vast majority of the leases that Ben Kirkland seeks compensation on pursuant to the specific employee incentive plan were leases that were ultimately sold to Dish, thereby generating significant cash assets and additional savings to the bankrupt estate. 6. The Debtors have not presented any evidence or alleged any facts to refute the specific amounts contained in the administrative claim number 6375 in the amount of 60, Therefore, the Debtors cannot overcome the presumptive validity of administrative claim number 6375 in the amount of 60, Debtors bare allegation that Debtors believe that Debtors have no liability with respect to the claim number 6375 in the amount of 60, is insufficient to satisfy the Debtors burden. Ben Kirkland respectfully submits that the Debtors have failed to overcome the prima facie validity of claim number 6375 in the amount of 60, and, thus the objection should be overruled. 7. Further, the documents attached hereto clearly show that Ben Kirkland should receive a priority administrative claim in the amount of 60, based upon an employee incentive plan as set forth in claim number 6375 based upon Debtors books and records. EMPLOYEE INCENTIVE PLAN 8. Attached hereto as Exhibit A is a true and correct copy of portions of the employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, by docket entry number 8 in this case, being Debtor s Motion Pursuant to 11 USC Sections 105(a), 3

4 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 4 of 8 363(b), and 507 and Federal Bankruptcy Rule of Procedure 6003 and 6004 for Authorization to (I) Pay Certain Employee Obligations and Maintain and Continue Employee Benefits and Programs and (II) for Banks to Honor and Process Checks and Transfers Related to Such Obligations. The order granting Docket Entry Number 8 Motion is also attached hereto to the end of Exhibit A, being docket entry number 46 in this bankruptcy. Upon information and belief this document, Exhibit A, is in the books and records of Debtors. 9. Attached hereto as Exhibit B is a true and correct copy of portions of the employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, being the Real Estate Incentive Plan for a term from January 1, 2010 through approval of the final bankruptcy plan. Upon information and belief this document, Exhibit B, is in the books and records of Debtors. 10. Attached hereto as Exhibit C is a true and correct copy of calculations of the employee benefits under the employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, showing an employee benefit payment of 60, being due to Ben Kirkland. Upon information and belief this document, Exhibit C, is in the books and records of Debtors. 11. Attached hereto as Exhibit D is a true and correct copy of a June 2, from Debtors verifying the employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, Upon information and belief this document, Exhibit D, is in the books and records of Debtors. BEN KIRKLAND S CLAIM NUMBER 6375 IS AN ADMINISTRATIVE PRIORITY CLAIM IN THE AMOUNT OF 60, AND SHOULD BE ALLOWED. 12. Ben Kirkland s claim number 6375 is an administrative priority claim in the amount of 60, Ben Kirkland s claim number 6375 is entitled to priority administrative claims and expense status under Section 11 U.S.C.S. Sections 503(b)(1)(A) and 503(b)(1)(A)(I) and 503(b) and 503( c ) of the Bankruptcy Code and under the employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, by docket entry number 8 in this case. 4

5 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 5 of 8 The order granting Docket Entry Number 8 Motion is also attached hereto to the end of Exhibit A, being docket entry number 46 in this bankruptcy. 13. In particular in Debtors books and records, Debtors scheduled Ben Kirkland to receive a priority administrative claim in the amount of 60, based upon an employee incentive plan. This employee incentive plan was recognized by the Debtors on the Petition Date, September 23, 2010, by Docket Entry Number 8 Motion (See Exhibit A submitted herewith). The 60, was specifically calculated by Debtors and is evidenced in documents obtained from Debtors (See Exhibit C submitted herewith). Additionally, the employee incentive plan is evidenced in documents obtained from Debtors (See Exhibit B submitted herewith). 14. Finally, the Debtors employed Ben Kirkland pursuant to a specific employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, by the Docket Entry Number 8 Motion. Pursuant to the Real Estate Incentive Plan the Debtors used Ben Kirkland s expertise along with the expertise of other members of the Debtors Real Estate Team to sign 1,149 leases since the Petition Date and obtain rent savings of 25,951,652 with a total savings over the term of the leases of 84 million (see June 2, from Debtors attached hereto as Exhibit D ). Additionally, the vast majority of the leases that Ben Kirkland seeks compensation pursuant to the specific employee incentive plan were leases that were ultimately sold to Dish thereby generating significant cash assets and additional savings to the bankrupt estate. 15. Ben Kirkland s claim number 6375 is for amounts due under a specific employee incentive plan in the amount of 60, Ben Kirkland s claim number 6375 is additionally entitled to priority administrative claims and expense status under Section 11 U.S.C.S. Sections 503(b)(1)(A) and 503(b)(1)(A)(I) and 503(b) and 503( c ) of the Bankruptcy Code and under the employee incentive plan that was recognized by the Debtors on the Petition Date, September 23, 2010, by docket entry number 8 in this case. Ben Kirkland s claim number 6375 is an administrative priority claim in the amount of 60, and is supported by books and records included and attached to Ben Kirkland s claim number 6375 and submitted herewith. 5

6 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 6 of 8 RESOLUTION OF DEBTOR S TWELFTH OMNIBUS OBJECTIONS TO CLAIMS 16. Ben Kirkland s claim number 6375 is an administrative priority claim in the amount of 60, and is properly filed as such. Debtor s Twelfth Omnibus Objections to Claims relative to Ben Kirkland s claim number 6375 should be denied. Ben Kirkland s claim number 6375 should be allowed in the amount of 60, as an administrative priority claim. 17. Further, to the extent not inconsistent with the arguments raised herein or in the specific employee incentive plan, Ben Kirkland hereby joins in the responses raised by other parties in interest to the Twelfth Omnibus Objections to Claims and other related responses. WHEREFORE, Ben Kirkland respectfully requests that the Court modify any proposed order that grants the Twelfth Omnibus Objections to Claims as consistent with the foregoing response and deny Debtors objections to Ben Kirkland s claim number 6375 and grant Ben Kirkland such further and additional relief as the Court may deem just and proper. Dated: December 9, 2011 Dallas, Texas /s/ Timothy T. Mitchell Timothy T. Mitchell (TX ) Rashti and Mitchell, Attorneys at Law 4422 Ridgeside Drive Dallas, Texas Telephone: (972) Facsimile: (972) tim@rashtiandmitchell.com Attorney for Ben Kirkland 6

7 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 7 of 8 CERTIFICATE OF SERVICE The undersigned hereby certifies that a copy of the foregoing was served this 9th day of December, 2011, via U.S. Mail prepaid, and/or Federal Express and/or facsimile transmission and/or ECF Noticing, to individuals listed below. Office of the United States Trustee for Region 2 33 Whitehall Street, 21st Floor New York, New York (Attn: Brian Masumoto, Esq.) /s/ Timothy T. Mitchell Timothy T. Mitchell Chambers of The Honorable Burton R. Lifland United States Bankruptcy Court For The Southern District of New York One Bowling Green Courtroom Number 623 New York, New York Weil, Gotshal & Manges LLP, Attorneys for the Debtors 767 Fifth Avenue New York, New York (Attn: Stephen Karotkin, Esq.) Weil, Gotshal & Manges LLP, Attorneys for the Debtors 200 Crescent Court, Suite 300 Dallas, Texas (Attn: Martin A. Sosland, Esq.) Sidley Austin, LLP 787 Fifth Avenue New York, New York (Attn: James Seery, Esquire) Cooley LLP 1114 Avenue of the Americas New York, New York (Attn: Richard Kanowitz, Esquire and Cathy Hershcoph, Esquire) 7

8 brl Doc 2551 Filed 12/12/11 Entered 12/12/11 20:28:50 Main Document Pg 8 of 8 Sheppard, Mullin, Richter & Hampton LLP Attorneys for U.S. Bank National Association 333 South Hope St., Floor 43 Los Angeles, California (Attn: Kyle J. Mathews, Esq.) Emmet, Marvin & Martin, LLP Attorneys for The Bank of New York Trust Company, N.A. 120 Broadway, 32nd Floor New York, New York (Attn: Edward P. Zujkowski, Esq.) Skadden, Arps, Slate, Meagher & Flom LLP, Attorneys for Wilmington Trust FSB as agent under the DIP Facility 4 Times Square, New York, New York (Attn: Alexandra Margolis, Esq. and Mark Chehi, Esq.) Attorneys to the Ad Hoc Studio Committee Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 36th Floor New York, New York (Attn: Robert J. Feinstein, Esq.). 8

9 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 1 of 11

10 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 2 of 11

11 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 3 of 11

12 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 4 of 11

13 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 5 of 11

14 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 6 of 11

15 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 7 of 11 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re : Chapter 11 : BLOCKBUSTER INC., et al., 1 : Case No (BRL) : : (Jointly Administered) Debtors. : x INTERIM ORDER PURSUANT TO 11 U.S.C 105(a), 363(b), AND 507 AND FED. R. BANKR. P AND 6004 (I) AUTHORIZING THE DEBTORS TO PAY CERTAIN EMPLOYEE OBLIGATIONS AND MAINTAIN AND CONTINUE EMPLOYEE BENEFITS AND PROGRAMS AND (II) DIRECTING BANKS TO HONOR AND PROCESS CHECKS AND TRANSFERS RELATED TO SUCH OBLIGATIONS Upon the Motion 2, dated September 23, 2010, of Blockbuster Digital Technologies Inc., its parent Blockbuster Inc., and their debtor affiliates, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, Blockbuster or the Debtors ), for an order, pursuant to sections 105(a), 363(b), and 507 of the Bankruptcy Code and Bankruptcy Rules 6003 and 6004 (a) authorizing, but not directing the Debtors to (i) pay, in their sole discretion, all Employee Obligations and all costs and expenses incident to the foregoing, and (ii) maintain and continue to honor and pay all amounts with respect to their practices, programs, and policies for their employees as they were in effect as of the Commencement Date, and as such may be modified, amended, or supplemented from time to 1 2 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Blockbuster Inc. (5102); Blockbuster Canada Inc. (1269); Blockbuster Digital Technologies Inc. (9222); Blockbuster Distribution, Inc. (0610); Blockbuster Gift Card, Inc. (1855); Blockbuster Global Services Inc. (3019); Blockbuster International Spain Inc. (7615); Blockbuster Investments LLC (6313); Blockbuster Procurement LP (2546); Blockbuster Video Italy, Inc (5068); Movielink, LLC (5575); Trading Zone Inc. (8588); and B 2 LLC (5219). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Motion.

16 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 8 of 11 time in the ordinary course, (b) directing the Banks to receive, honor, process, and pay any and all checks and transfers drawn on the Debtors disbursement Bank Accounts, to the extent that such checks or transfers relate to any of the foregoing, and (c) schedule a final hearing (the Final Hearing ) to consider the relief requested on a permanent basis, all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Standing Order M-61 Referring to Bankruptcy Judges for the Southern District of New York Any and All Proceedings Under Title 11, dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the Notice Parties, and it appearing that no other or further notice need be provided; and a hearing having been held to consider the relief requested in the Motion (the Interim Hearing ); and upon the record of the Interim Hearing and all of the proceedings had before the Court; and upon the First Day Affidavit; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, and creditors, and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED AND ADJUDGED THAT: 1. The Motion is granted as provided herein on an interim basis. 2. The Debtors are authorized, but not directed, to pay or otherwise honor all Employee Obligations, the most significant of which are described in the Motion, including, but not limited to, all obligations incurred under or related to Compensation Obligations, Payroll Tax Obligations, Garnishment Obligations, 2

17 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 9 of 11 Supplemental Workforce Obligations, Independent Contractor Obligations, Reimbursement Obligations, Incentive Obligations, the Retention Plan, the Severance Plan, and Employee Benefit Obligations, and all costs and expenses incident to the foregoing and all programs related thereto that come due prior to the Final Hearing, including those Employee Obligations that (i) were or are due and payable and relate to the period prior to the Commencement Date and (ii) are or become due and payable or relate to the period after the Commencement Date; provided, however, that prior to the Final Hearing, the Debtors payment of prepetition Reimbursement Obligations shall be limited to 1,000 for each eligible Employee; provided, moreover. that, during the interim period, no amounts shall be paid to former employees pursuant to the Severance Plan in excess of 11,725 in the aggregate. 3. The Debtors are authorized to maintain and continue to honor their practices, programs, and policies (as more fully described in the Motion) for their Employees with respect to the Employee Obligations as they were in effect as of the Commencement Date, and as such may be modified, amended, or supplemented from time to time in the ordinary course of business. 4. The Debtors are authorized to pay, in their sole discretion, compensation owed to the Supplemental Workforce through the Agencies. 5. The Debtors are authorized to pay, in their sole discretion, compensation owed to Independent Contractors. 6. Notwithstanding anything to the contrary herein, Severance Payments to any Employee pursuant to this Order shall be subject in all respects to the provisions of section 503(c)(2) of the Bankruptcy Code. 3

18 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 10 of The banks set forth on Exhibit 1 annexed hereto and any other bank authorized to administer the Debtors bank accounts under the Cash Management Motion (the Banks ) are authorized and directed to receive, honor, process, and pay, to the extent of funds on deposit, any and all checks or electronic transfers drawn on the Debtors Bank Accounts relating to the Employee Obligations, including those checks or electronic transfers that have not cleared the Banks as of the Commencement Date. 8. The Debtors are authorized to replace any prepetition checks or electronic transfers relating to the Employee Obligations that may be dishonored or rejected. 9. The Banks may rely on the representations of the Debtors as to which checks or electronic transfers are in payment of the Employee Obligations. 10. The Debtors are authorized, but not directed, to pay any and all costs and other obligations in connection with maintaining or paying third parties to maintain, administer, and provide record-keeping relating to the Employee Obligations that they may have outstanding as of the Commencement Date in the ordinary course of business. 11. Neither this Order, nor any payments made by the Debtors pursuant to the Motion or this Order, shall be deemed to change the classification of any claim or to in any way change the rights or create new rights of any Employee or other person, including without limitation, the creation of any right to payment entitled to administrative expense priority pursuant to sections 503 and 507 of the Bankruptcy Code. 12. Nothing contained in this Order shall be deemed to constitute the assumption or rejection of any employee benefit plan, employment agreement, or any 4

19 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit A Portion of Motion #8 and Order #46 Pg 11 of 11 other contract, program, or agreement under section 365 of the Bankruptcy Code and all the Debtors rights are reserved with respect thereto. 13. Notwithstanding any provision in the Bankruptcy Code or Bankruptcy Rules to the contrary, the Debtors are not subject to any stay in the implementation, enforcement, or realization of the relief granted in this Order, and the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under or contemplated by this Order. 14. The requirements of Bankruptcy Rule 6003(b) are satisfied. 15. The requirements of Bankruptcy Rule 6004(a) are waived. 16. Notwithstanding the possible applicability of Bankruptcy Rule 6004(h), the terms and provisions of this Order shall be immediately effective and enforceable upon its entry. 17. The Final Hearing to consider entry of an order granting the relief requested in the Motion on a final basis shall be provided on separate notice and served upon the attorneys for the Debtors, the Notice Parties, and any official committee of unsecured creditors appointed in these chapter 11 cases. 18. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation or interpretation of this Order. Dated: September 23, 2010 New York, New York /s/burton R. Lifland UNITED STATES BANKRUPTCY JUDGE 5

20 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit B Real Estate Incentive Plan Pg 1 of 3

21 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit B Real Estate Incentive Plan Pg 2 of 3

22 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit B Real Estate Incentive Plan Pg 3 of 3

23 Exhibit C Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Incentive Breakdown Pg 1 of brl REM Ben Kirkland David Counts Joe Rybowicz Lyle Stanleigh Marc Comstock Matthew Scow Karen Geer Tracy Murphree Nancy DeMuth Mike Palmer Judy Dunning Totals Total Savings 1,551,841 2,138,459 3,050,970 3,970,360 1,952,463 BB 12,664,093 s 3% 11,912,275 14,323,095 14,775,939 12,580,381 17,977,574 Total Savings 3rd Party 71,569,263 91, ,111 58,574 46,555 64,154 'f!! 379,923 84,233, , %" 59,561 71,615 73,880 62,902 89, ,846 VP Mgr RElLA Pool To Program Manacer Pool Discretionary 60,436 29,511 66,399 29,511 29,511 29,511 98, ,442 s Bonus Payout Potential@ 2x Target 76,291 52,981 43,783 7,555 9,536 6,623 5,473 Bonus Payout When 20MM Target Achieved 30,218 38,145 26,491 92,221 14,755 33,200 14,755 14,755 14,755 21,891 49,253 7,702 5% 21,891 30,808 29,511 29,511 29,511 29,511 29,511 1","147:84'1 20% 73,777 30,218 38,145 26,491 10% 36,888 15,109 19,073 13,245 10,946 15,404 25% 37,773 47,682 33,113 27,364 38, , ,442 Exhibit C

24 brl Doc Filed 12/12/11 Entered 12/12/11 20:28:50 Exhibit D Pg 1 of 1