Matthew J. Botica (MB 3228) Daniel J. McGuire (DM 5529 ...amlawdaily.typepad.com/files/application-to-employ-ws.pdf · CHI:2276624.3 Matthew J. Botica (MB 3228) Daniel J. McGuire

CHI:2276624.3

Matthew J. Botica (MB 3228) Daniel J. McGuire (DM 5529) Mindy D. Cohn (MC 8870) WINSTON & STRAWN LLP 35 West Wacker Drive Chicago, Illinois 60601 Telephone: (312) 558-5600 Facsimile: (312) 558-5700

Proposed Special Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) LEAR CORPORATION, et al.,1 ) Case No. 09-__________(___) ) Debtors. ) Joint Administration Requested )

DEBTORS’ APPLICATION, PURSUANT TO 11 U.S.C. §§ 327(e) AND 329, FOR ENTRY OF AN ORDER AUTHORIZING EMPLOYMENT AND

RETENTION OF WINSTON & STRAWN LLP AS SPECIAL COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtors (collectively, the “Debtors”) hereby move the Court,

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

of the proposed order attached hereto as Exhibit A, authorizing them to employ and retain

1 The Debtors in these chapter 11 cases, along with the last four digits of each U.S. Debtors’ federal tax

identification number (if any), include: Lear Corporation (6776); Lear #50 Holdings, LLC (N/A); Lear Argentine Holdings Corporation #2 (7832); Lear Automotive Dearborn, Inc. (4976); Lear Automotive Manufacturing, LLC (3451); Lear Canada (5059); Lear Canada Investments Ltd. (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear Corporation (Germany) Ltd. (6716); Lear Corporation Canada Ltd. (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear Corporation EEDS and Interiors (6360); Lear Corporation Global Development, Inc. (3121); Lear EEDS Holdings, LLC (4474); Lear European Operations Corporation (8411); Lear Holdings, LLC (4476); Lear Investments Company, LLC (8771); Lear Mexican Holdings Corporation (7829); Lear Mexican Holdings, LLC (4476); Lear Mexican Seating Corporation (4599); Lear Operations Corporation (5872); Lear Seating Holdings Corp. #50 (9055); Lear South Africa Limited (a non-U.S. Debtor that does not maintain a U.S. Federal tax identification number); Lear South American Holdings Corporation (1365); Lear Trim L.P. (8386); and Renosol Seating, LLC (4745). The location of the Debtors’ corporate headquarters and the service address for all of the Debtors is: 21557 Telegraph Road, Southfield, Michigan 48033.

2 CHI:2276624.3

Winston & Strawn LLP (“Winston & Strawn”) as special corporate and finance counsel for the

Debtors, nunc pro tunc to the Petition Date (defined below), for the purposes set forth in the

Engagement Letter dated November 8, 2004 (the “Engagement Letter”), a copy of which is

attached hereto as Exhibit B. In support of this Application, the Debtors rely on (i) the

Declaration of Bruce A. Toth of Winston & Strawn (the “Toth Declaration”), a copy of which is

attached hereto as Exhibit C; and (ii) the First Day Declaration, filed contemporaneously

herewith.2 In further support of this Application, the Debtors respectfully state as follows:

Jurisdiction

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and

1334. This is a core proceeding pursuant to 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 sought herein are sections 327(e), 328, 329, 330,

503(b), 504 and 507(a)(1) of the Bankruptcy Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy

Code”), Rules 2014, 2016 and 5002 of the Federal Rules of Bankruptcy Procedure (the

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

and Procedure for the United States Bankruptcy Court for the Southern District of New York

(the “Local Rules”).

Background

4. The Debtors and their affiliates are a leading global automotive supplier of seat

systems, electrical distribution systems and electronic products globally and supply their

products to all original equipment manufacturers. The Debtors and their affiliates maintain their

2 The facts and circumstances supporting this Application are set forth in the Declaration of Shari L. Burgess of

Lear Corporation (I) in Support of Debtors’ Chapter 11 Petitions and First Day Motions and (II) Pursuant to Local Rule 1007-2 (the “First Day Declaration”), filed contemporaneously herewith and incorporated herein by reference.

3 CHI:2276624.3

global headquarters in Southfield, Michigan and employ approximately 72,000 workers

worldwide, including approximately 5,500 in the United States and Canada. In 2008, the

Debtors and their non-debtor affiliates achieved total net sales of approximately $13.6 billion.

5. The Debtors have experienced significantly greater than expected declines in

revenue due to an unprecedented downturn in the automotive industry during 2008. In

particular, the Debtors’ businesses have been adversely affected by the decreased demand for

light truck and large SUV platforms, the increased cost of raw materials and disruptions in their

supply base. The severe downturn affecting the global automotive industry, together with a

confluence of other macroeconomic factors, have strained the Debtors’ operating performance

and financial position in recent months.

6. Each of the above factors has contributed to the Debtors’ deteriorating financial

condition. On the date hereof (the “Petition Date”), each of the Debtors filed a petition with the

Court under chapter 11 of the Bankruptcy Code (collectively, the “Chapter 11 Cases”) to permit

them to restructure their balance sheets and operations to restore profitability. The Debtors are

operating their businesses and managing their properties as debtors in possession pursuant to

sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee

or examiner has been made in the Chapter 11 Cases, and no committees have been appointed or

designated. Concurrently with the filing of this Motion, the Debtors have requested procedural

consolidation and joint administration of the Chapter 11 Cases.

Relief Requested

7. By this Application, the Debtors request entry of an order, pursuant to section

327(e) of the Bankruptcy Code, authorizing them to employ and retain Winston & Strawn, nunc

pro tunc to the Petition Date, to represent the Debtors as their special corporate and finance

4 CHI:2276624.3

counsel in the Chapter 11 Cases in connection with general corporate and financial legal issues,

including employee benefit matters, financing and securities matters, general corporate matters

and related matters (as more fully set forth in the Toth Declaration, the “Special Counsel

Matters”).

8. The Debtors seek to retain Winston & Strawn as special counsel at Winston &

Strawn’s customary hourly rates and reimbursement policies, as described in the Toth

Declaration. Winston & Strawn’s hourly rates range from $400 to $995 for all of its partners and

$210 to $670 for all of its associates. The primary attorneys anticipated to work on this

engagement and their current hourly rates are:

Attorney Name Title Hourly Rate

Bruce A. Toth Partner $800

Charles B. Boehrer Partner $715

Mark S. Weisberg Partner $615

Brian M. Schafer Partner $570

Timothy W. Smith Partner $580

Erik B. Lundgren Partner $500

Erin A. Kartheiser Associate $450

Benjamin Gould Associate $415

Erin G. Stone Associate $380

Brendan J. Geary Associate $345

Matthew Petrillo Associate $315

Jacob B. Schtevie Associate $295

Kristen Nowicki Associate $280

Christina T. Trotta Associate $280

5 CHI:2276624.3

9. These hourly rates are subject to the same periodic increases applicable to all

Winston & Strawn clients. Each of the foregoing attorneys is a member in good standing of the

Bar of the State of Illinois and is admitted to practice before the United States District Court for

the Northern District of Illinois.

10. Winston & Strawn has been and will be employed solely by the Debtors and shall

take direction only from the Debtors. Winston & Strawn has advised the Debtors that it will

employ appropriate procedures to ensure that there is minimal, if any, duplication of the efforts

of any other counsel or professionals engaged in these cases.

Basis for Relief

A. Winston & Strawn’s Qualifications

11. The Debtors selected Winston & Strawn to act as special counsel in these cases

because of (a) Winston & Strawn’s extensive experience, knowledge and expertise in the areas

of corporate and securities law, litigation and employee benefits matters; and (b) the specific

historical knowledge and information Winston & Strawn has obtained regarding the Debtors and

their businesses and operations as a result of Winston & Strawn’s prepetition services to the

Debtors.

12. Winston & Strawn has represented the Debtors in connection with numerous

corporate, securities, employee benefits, litigation and patent matters since 1992. As a result,

Winston & Strawn’s attorneys have become intimately familiar with the Debtors’ businesses,

capital structure and financial affairs, as well as with the complex factual and legal issues that

will have to be addressed in these cases. The retention of Winston & Strawn, with its historic

knowledge of and experience with representing the Debtors, will assist in the efficient

6 CHI:2276624.3

administration of the Debtors’ estates, thereby minimizing the costs incurred by the Debtors’

estates.

13. Winston & Strawn’s professionals have worked closely with the Debtors’

management and other professionals in connection with numerous prepetition transactions,

including the following more recent transactions:

a. Senior Credit Facility and Amendments Thereto. Winston & Strawn represented Lear Corporation (“Lear”) in connection with its Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006, by and among Lear, certain of its subsidiaries, the several lenders from time to time parties thereto, the several agents parties thereto and JPMorgan Chase Bank, N.A., as general administrative agent, including the following recent amendments thereto: (i) First Amendment, dated as of June 27, 2008, (ii) Second Amendment and Waiver, dated as of March 17, 2009, and (iii) Third Amendment and Waiver, dated as of May 13, 2009.

b. 2008 Exchange Offer. Winston & Strawn represented Lear in connection with its offer (completed in September 2008) to eligible employees to exchange certain of their restricted stock unit awards for a stock appreciation right and/or notional cash account credit.

c. 2007 Proposed Merger with AREP. Winston & Strawn represented Lear in connection with its proposed merger with and into AREP Car Acquisition Corp. The merger agreement was terminated in July 2007 due to lack of support by Lear’s equity security holders.

d. 2006 Divestiture of Lear’s North American Interior Business. Winston & Strawn represented Lear in connection with the divestiture of its North American interior business and formation of a related joint venture.

e. 2006 Divestiture of Lear’s European Interior Business. Winston & Strawn represented Lear in connection with the divestiture European interior business.

f. Senior Notes Offerings. Winston & Strawn represented Lear in connection with its issuance of: (i) $300 million aggregate principal amount of 8.50% senior notes due 2013 and $600 million aggregate principal amount of 8.75% senior notes due 2016, which offerings closed in November 2006; and (ii) $400 million aggregate principal amount of 5.75% senior notes due 2014, which offering closed in August 2004.

7 CHI:2276624.3

Accordingly, Winston & Strawn has the necessary background, knowledge and expertise to

effectively address the potential legal issues that may arise in the context of the Chapter 11

Cases. The Debtors believe that Winston & Strawn is uniquely qualified to represent the Debtors

as their special counsel and that such representation will confer a significant benefit to the

Debtors’ estates.

B. Scope of Proposed Services

14. Subject to the Court’s approval, Winston & Strawn will serve as the Debtors’

special counsel and will represent the Debtors in connection with the following Special Counsel

Matters:

a. general corporate matters including external reporting and corporate compliance matters;

b. financing matters including capital structure and restructuring matters;

c. securities matters;

d. employee benefits and other employment matters;

e. litigation including patent, ERISA and general litigation; and

f. any other matters as the Debtors may specifically request during the pendency of the Chapter 11 Cases for which Kirkland & Ellis LLP is not advising the Debtors.

C. Section 327(e) and Lack of Adverse Interest

15. The Debtors seek to retain Winston & Strawn, subject to the oversight of the

Court, with respect to the Special Counsel Matters and matters related thereto. Such retention is

sought pursuant to section 327(e) of the Bankruptcy Code, which states:

The trustee, with the court’s approval, may employ, for a specified special purpose, other than to represent the trustee in conducting the case, an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed.

8 CHI:2276624.3

Special counsel retained pursuant to section 327(e) of the Bankruptcy Code “need only avoid

possessing interests adverse to the debtor or to the estate with respect to the matter on which such

attorney is to be employed.” In re West Delta Oil Co., Inc., 432 F.3d 347, 357 (5th Cir. 2005).

16. Based on the Toth Declaration, the Debtors believe that, except as set forth

therein, Winston & Strawn’s partners and associates do not hold or represent any interest adverse

to the Debtors with respect to the matters for which Winston & Strawn is to be employed.

17. Based upon the Toth Declaration, the Debtors believe that Winston & Strawn’s

partners and associates have no connection with the Debtors, the Debtors’ directors and

executive management, the Debtors’ other professionals, the Debtors’ significant equity holders,

the Debtors’ primary secured creditors, the Debtors’ largest unsecured creditors, the Bankruptcy

Judges of the United States Bankruptcy Court for the Southern District of New York, the United

States Trustee (Region 2) and the Assistant Trustees and trial attorneys in the Southern District

of New York office of the United States Trustee, except as set forth in the Toth Declaration.

18. Winston & Strawn intends to apply to the Court for allowance of compensation

and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy

Code, the applicable Bankruptcy Rules, the Local Rules and general orders of the Court,

guidelines established by the United States Trustee, and such other procedures as may be fixed

by order of the Court. Compensation will be payable to Winston & Strawn in compliance with

the above rules, on an hourly basis, plus reimbursement of actual and necessary expenses

incurred by Winston & Strawn.

19. A statement of the compensation paid for services rendered or to be rendered in

contemplation of or in connection with these cases by Winston & Strawn, and the source of such

compensation, is included in the Toth Declaration.

9 CHI:2276624.3

20. The Debtors believe that the employment of Winston & Strawn as special counsel

is in the best interests of the Debtors and their estates and desire to employ Winston & Strawn,

effective as of the Petition Date, with compensation to be determined upon application to the

Court. Were the Debtors required to engage counsel other than Winston & Strawn in connection

with the Special Counsel Matters, the Debtors, their estates and all parties in interest would be

unduly prejudiced by the time and expense necessarily attendant to such counsel’s

familiarization with the intricacies of the Debtors’ businesses and financial affairs.

Motion Practice

21. This Application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this

Application. Accordingly, the Debtors submit that this Application satisfies Rule 9013-1(a) of

the Local Rules for the Southern District of New York.

Application to Affiliate Entities

22. The Debtors further request that the terms of this Application, as well as the terms

of any orders requested by this Application and entered pursuant thereto, apply to any and all

affiliates of the Debtors that have not yet filed a voluntary petition for relief under chapter 11 of

the Bankruptcy Code as of the Petition Date, but which subsequently file such a petition during

the pendency of the Chapter 11 Cases.

Notice

23. The Debtors have provided notice of this Motion to: (a) the Office of the United

States Trustee for the Southern District of New York; (b) the entities listed on the Consolidated

List of Creditors Holding the 50 Largest Unsecured Claims filed pursuant to Bankruptcy Rule

1007(d); (c) counsel to the agent for the Debtors’ prepetition senior lenders and proposed

10 CHI:2276624.3

postpetition secured lenders; (d) each trustee for each of the Debtors’ notes; (e) counsel to the ad

hoc committee of the Debtors’ unsecured noteholders; (f) the Internal Revenue Service; and

(g) the Securities and Exchange Commission. In light of the nature of the relief requested, the

Debtors respectfully submit that no further notice is necessary.

No Prior Request

24. No prior request for the relief sought in this Motion has been made to this or any

other court.

11 CHI:2276624.3

WHEREFORE, the Debtors respectfully request the entry of an order: (i) authorizing and

approving the Debtors’ retention and employment of Winston & Strawn LLP as special

corporate and finance counsel, effective as of the Petition Date; and (ii) granting such other and

further relief as this Court deems just and proper.

New York, New York Lear Corporation Dated: July 7, 2009 Lear #50 Holdings, LLC Lear Argentine Holdings Corporation #2 Lear Automotive Dearborn, Inc. Lear Automotive Manufacturing, LLC Lear Canada Lear Canada Investments Ltd. Lear Corporation (Germany) Ltd. Lear Corporation Canada Ltd. Lear Corporation EEDS and Interiors Lear Corporation Global Development, Inc. Lear EEDS Holdings, LLC Lear European Operations Corporation Lear Holdings, LLC Lear Investments Company, LLC Lear Mexican Holdings Corporation Lear Mexican Holdings, LLC Lear Mexican Seating Corporation Lear Operations Corporation Lear Seating Holdings Corp. #50 Lear South Africa Limited Lear South American Holdings Corporation Lear Trim L.P. Renosol Seating, LLC /s/ Terrence B. Larkin Terrence B. Larkin Senior Vice President, General Counsel and

Corporate Secretary Lear Corporation 21557 Telegraph Road Southfield, Michigan 48033 Telephone: (248) 447-1500

CHI:2276624.3

EXHIBIT A

Proposed Order

CHI:2276624.3



ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF WINSTON & STRAWN LLP AS SPECIAL COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

Upon the application (the “Application”)2 of the above-captioned debtors (collectively,

the “Debtors”) for the entry of an order (this “Order”) authorizing the Debtors to employ and

retain Winston & Strawn LLP (“Winston & Strawn”), as special corporate and finance counsel

for the Debtors, pursuant to sections 327(e), 328, 329, 330, 503(b), 504 and 507(a)(2) of title 11

of the United States Code (11 U.S.C. §§ 101, et seq., as amended, the “Bankruptcy Code”),

Rules 2014, 2016 and 5002 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

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

for the United States Bankruptcy Court for the Southern District of New York (the “Local



2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the

Application.

2 CHI:2276624.3

Rules”); the Court having reviewed the Application and the Declaration of Bruce A. Toth (the

“Toth Declaration”) of Winston & Strawn and the First Day Declaration; the Court having heard

the statements of counsel in support of the relief requested therein at a hearing thereon (the

“Hearing”); the Court finding that: (a) the Court has jurisdiction over this matter pursuant to 28

U.S.C. §§ 157 and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2);

(c) Winston & Strawn does not hold or represent any interest adverse to the Debtors’ estates with

respect to the matters on which Winston & Strawn is to be employed; (d) to the extent required

by section 327(e), Winston & Strawn is a “disinterested person” within the meaning of section

101(14) of the Bankruptcy Code; and (e) employment of Winston & Strawn is necessary and in

the best interests of the Debtors’ estates, creditors, and other parties in interest; the Court finding

that notice of the Application and the Hearing given by the Debtors was sufficient under the

circumstances; and the Court being fully advised in the premises and having determined that the

legal and factual bases set forth in the Application, the Toth Declaration, the First Day

Declaration and at the Hearing establish cause for the relief granted herein, and after due

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED that:

1. The Application is granted in its entirety.

2. The Debtors are authorized, pursuant to sections 327(e) and 329 of the

Bankruptcy Code, to employ and retain, effective as of the Petition Date, upon the terms and for

the purposes set forth in the Application and in that certain engagement letter attached to the

Application as Exhibit B (the “Engagement Letter”), Winston & Strawn as special counsel for

the Debtors in the Chapter 11 Cases.

3. Winston & Strawn shall be entitled to allowance of compensation and

reimbursement of expenses upon the filing and approval of interim and final applications

3 CHI:2276624.3

pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and such other orders

as the Court may direct.

4. All objections to the Application or the relief requested therein that have not been

made, withdrawn, waived, or settled, and all reservations of rights included therein, are hereby

overruled on the merits.

5. Notice of the Application and the Hearing was proper, timely, adequate and

sufficient under the particular circumstances.

6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

7. Notwithstanding the possible applicability of Rules 6004, 7062 and 9014 of the

Bankruptcy Rules, or otherwise, the terms and conditions of this Order shall be immediately

effective and enforceable upon its entry.

8. This Order shall apply to any and all affiliates of the Debtors that have not yet

filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code as of the Petition

Date, but which subsequently file such a petition during the pendency of the Chapter 11 Cases.

9. The Court retains jurisdiction with respect to all matters arising from or relating to

the implementation of this Order.

New York, New York Date: ____________ ___, 2009

United States Bankruptcy Judge

CHI:2276624.3

EXHIBIT B

Engagement Letter

CHI:2276624.3

EXHIBIT C

Declaration of Bruce A. Toth

CHI:2276624.3



DECLARATION OF BRUCE A. TOTH IN SUPPORT OF DEBTORS’ APPLICATION PURSUANT TO 11 U.S.C. §§ 327(e)

AND 329 FOR ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF WINSTON & STRAWN LLP AS SPECIAL COUNSEL

FOR THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE

I, Bruce A. Toth, being duly sworn, state the following under penalty of perjury:

1. I am a partner in the law firm of Winston & Strawn LLP (“Winston &

Strawn”) which maintains an office for the practice of law at 35 West Wacker Drive,

Chicago, Illinois 60601. I am an attorney duly licensed in and am a member in good standing

of the bar for the State of Illinois and am admitted to practice before the United States District

Court for the Northern District of Illinois. I submit this declaration (“Declaration”) in

support of the entry of an order authorizing the retention of Winston & Strawn as special



CHI:2276624.3

2

counsel for the above-captioned debtors and debtors in possession (collectively, the “Debtors”)

in these chapter 11 cases, pursuant to section 327(e) of title 11 of the United States Code (11

U.S.C. §§ 101 et seq., as amended, the “Bankruptcy Code”), and to comply with sections 328,

329 and 504 of the Bankruptcy Code, Rules 2014(a), 2016(b) and 5002 of the Federal Rules of

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

Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the Southern

District of New York (the “Local Rules”). Except as otherwise noted, I have personal

knowledge of the matters set forth herein.

Services To Be Rendered

2. The Debtors require Winston & Strawn to act as their special counsel to render

legal services including, without limitation, the following services:

a. advising the Debtors regarding general corporate matters including external reporting and corporate compliance matters;

b. representing the Debtors in connection with financing matters including capital structure and restructuring matters;

c. advising the Debtors regarding securities matters;

d. representing the Debtors in connection with employee benefits and other employment matters;

e. representing the Debtors in pending litigation including patent, ERISA and general litigation; and

f. advising the Debtors in connection with any other matters as the Debtors may specifically request during the pendency of the Chapter 11 Cases for which Kirkland & Ellis LLP is not advising the Debtors.

3. Winston & Strawn will employ appropriate procedures to ensure that there is

minimal, if any, duplication of the efforts of any other counsel or professionals engaged in these

cases.

CHI:2276624.3

3

Statement of Connections

4. The firm has conducted, and continues to conduct, extensive research into its

relationships with the Debtors and various parties in interest.

5. Neither the firm of Winston & Strawn, any partner or associate thereof, nor I,

insofar as I have been able to ascertain, represents any interest adverse to that of the Debtors’

estates in the matters upon which the Debtors seek to engage Winston & Strawn, and I believe

the firm to be a “disinterested person” within the meaning of section 101(14) of the Bankruptcy

Code.

6. Except as otherwise set forth herein, neither the firm of Winston & Strawn, any

partner or associate thereof, nor I, insofar as I have been able to ascertain, has any connection

with the Potential Parties in Interest (as defined below), the Debtors, the Debtors’ directors and

executive management, the Debtors’ other professionals, the Debtors’ significant equity holders,

the Debtors’ primary secured creditors, and the Debtors’ fifty largest unsecured creditors on a

consolidated basis, except that the firm, its partners and associates and I: (a) may appear, may

have appeared and may in the future appear in cases or proceedings under the Bankruptcy Code

or otherwise not related to the Debtors where one or more of the aforesaid parties may have been

or may be involved; (b) may represent, may have represented or may in the future represent

certain creditors of the Debtors in matters not related to the Debtors; and (c) have represented the

Debtors in a variety of matters prior to the commencement of these chapter 11 cases.

7. Neither the firm of Winston & Strawn, any partner or associate thereof, nor I,

insofar as I have been able to ascertain, is so connected with any Judge of the United States

Bankruptcy Court for the Southern District of New York, the United States Trustee (Region 2) or

the Assistant Trustees or Trial Attorneys for the Southern District of New York office of the

CHI:2276624.3

4

United States Trustee, as to render the appointment of Winston & Strawn, as special counsel for

the Debtors, inappropriate under Bankruptcy Rule 5002(b).

8. Except as described herein, neither the firm of Winston & Strawn, any partner or

associate thereof, nor I, insofar as I have been able to ascertain, is a creditor, an equity holder or

insider of the Debtors.


associate thereof, nor I, insofar as I have been able to ascertain, is or was a director, officer or

employee of the Debtors as defined in sections 101(14)(B) of the Bankruptcy Code within two

years before the date of this filing.


associate thereof, nor I, insofar as I have been able to ascertain, has an interest materially adverse

to the interests of the Debtors’ estates or of any class of creditors or equity security holders with

respect to the matters on which Winston & Strawn is to be employed, by reason of any direct or

indirect relationship to, connection with, or interest in, the Debtors.

11. On the basis of the above, I believe the firm of Winston & Strawn to be a

“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code.

12. Because of the nature of the Debtors’ corporate structure, relationships between

Winston & Strawn (on the one hand) and the Debtors, their shareholders, officers and directors

or certain creditors (on the other hand), may have existed in past years and may exist in the

future. Any such contacts or relationships do not relate to the Debtors’ bankruptcy cases and

thus do not create any conflicts with respect to Winston & Strawn’s special counsel

representation of the Debtors. Winston & Strawn is a large law firm with more than 900

attorneys in eleven offices; as such, the firm’s conflict clearance procedures are understandably

CHI:2276624.3

5

complex. Nonetheless, as of the date of this Declaration, the firm believes it has materially

completed its investigation of its contacts with these cases, based on the information provided to

Winston & Strawn by the Debtors. As additional information is provided to Winston & Strawn,

Winston & Strawn will further pursue its investigation and make further disclosures as

appropriate.

13. In addition to the above investigation, the Debtors provided to Winston & Strawn,

or Winston & Strawn otherwise procured, the names on the list attached hereto as Appendix 1,

including the following individuals or entities who may be parties in interest to these chapter 11

cases: the Debtors, the Debtors’ directors and executive management, the Debtors’ other

professionals, the Debtors’ significant equity holders, the Debtors’ agents and lenders under the

Debtors’ credit agreement, the indenture trustee and known holders of the Debtors’ notes, parties

to certain litigation with the Debtors, the Debtors’ significant customers, parties to pending

litigation with the Debtors, the Debtors’ unions, the Debtors’ insurance providers, beneficiaries

and issuers of the Debtors’ letters of credit, the Debtors’ vendors, the holders of the fifty largest

unsecured claims against the Debtors on a consolidated basis, the Judges of the United States

Bankruptcy Court for the Southern District of New York, the United States Trustee (Region 2),

the Assistant Trustee and Trial Attorneys for the office of the United States Trustee in the

Southern District of New York (collectively, the “Potential Parties in Interest”).

14. Winston & Strawn then entered the names of the Potential Parties in Interest into

a computer database containing the names of all clients and conflict information concerning such

clients of Winston & Strawn. Through the information generated from the above-mentioned

computer inquiry, and through follow-up inquiries with Winston & Strawn’s attorney(s) as

described herein, it was determined that Winston & Strawn had represented no party adverse to

CHI:2276624.3

6

the Debtors or the Debtors’ estates with respect to the matters on which Winston & Strawn is to

be employed, except as identified below. None of Winston & Strawn’s representations

constitutes a conflict with Winston & Strawn’s special counsel representation of the Debtors or

will likely create a conflict in the future.

15. Based on the conflicts clearance process identified above, certain Potential Parties

In Interest (other than the Debtors and their affiliates), who may be designated as creditors of the

Debtors, were revealed to be a current or former client of or otherwise affiliated with Winston &

Strawn, as set forth in Appendix 2 attached hereto (the “Disclosure Parties”).

16. Winston & Strawn currently represents certain of the Disclosure Parties in

connection with a variety of matters, none of which is related to these chapter 11 cases. Winston

& Strawn has not represented and will not represent the Disclosure Parties or their affiliates in

connection with the Debtors or these chapter 11 cases. The gross revenues generated from

Winston & Strawn’s work for each of the Disclosure Parties and/or their affiliates in fiscal year

2008 total less than one percent (1.0%) of Winston’s gross revenue for that period, except for

General Electric Capital Corporation (1.43%), JPMorgan Chase Bank (1.24%), Bank of America

(1.14%) and Ernst & Young LLP (1.03%). Winston & Strawn has not represented, is not

currently representing and will not represent General Electric Capital Corporation, JPMorgan

Chase Bank, Bank of America or Ernst & Young LLP in any matter that directly relates to the

Debtors or these chapter 11 cases.

17. Additionally, as set forth in Appendix 2, Winston & Strawn has represented in

the last five years certain of the Disclosure Parties, who may be designated as creditors of the

Debtors, in matters wholly unrelated to the Debtors and these cases. These creditors are clients

CHI:2276624.3

7

or former clients of the firm that Winston & Strawn represented in connection with a variety of

matters, none of which is related to these bankruptcy cases.

18. None of such current or former representations constitutes a conflict with Winston

& Strawn’s special counsel representation of the Debtors nor will likely create a conflict in the

future.

19. In addition to its connections with the Disclosure Parties, Winston & Strawn has a

connection with one of the Debtors’ former executive officers, Mr. Daniel Ninivaggi. On May

21, 2009 Mr. Ninivaggi resigned from his position as Executive Vice President of Lear Corp.

(“Lear”). On that same date, Mr. Ninivaggi and Lear entered into an agreement whereby Mr.

Ninivaggi will provide transition services to Lear during the period from July 1, 2009 through

December 31, 2009. Under this agreement, Mr. Ninivaggi has been paid cash compensation in

the amount of $100,000. Mr. Ninivaggi remained employed by Lear in a non-executive position

through July 1, 2009.

20. Effective as of July 2, 2009, Mr. Ninivaggi is of counsel at Winston & Strawn. In

his position at Winston & Strawn, Mr. Ninivaggi will work on matters relating to these Chapter

11 Cases.

21. In addition to the foregoing, Winston & Strawn notes the possibility that

intercompany claims may exist and may arise in the future among and between the Debtors.

Winston & Strawn will not undertake to represent any Debtor in connection with such

intercompany claims.

22. The aforementioned matters are subject to the same restrictions Winston &

Strawn places on all such representations in the context of a chapter 11 debtor representation.

Without obtaining appropriate waivers, if necessary, Winston & Strawn will not represent the

CHI:2276624.3

8

Debtors in a lawsuit, adversary proceeding or contested matter against any client. In addition,

Winston & Strawn will not represent any client on any matter involving the Debtors while

engaged as the Debtors’ special counsel in these cases.

23. While Winston & Strawn has undertaken, and continues to undertake, extensive

efforts to identify connections with the Debtors and other parties in interest, it is possible that

connections with some parties in interest have not yet been identified. Should Winston &

Strawn, through its continuing efforts, learn of any new connections of the nature discussed

herein, Winston & Strawn will so advise the Court.

24. Since all representations of the Disclosure Parties are not related to the Debtors’

bankruptcy cases, none of such representations constitutes a conflict with Winston & Strawn’s

special counsel representation of the Debtors nor will they likely create a conflict in the future.

25. Winston & Strawn will not, while employed by the Debtors, represent any other

entity having an interest adverse to the Debtors in matters upon which the Debtors seek to

engage Winston & Strawn during the pendency of these cases.

26. Winston & Strawn has been representing the Debtors in non-bankruptcy matters

since 1992. In connection with its representation of the Debtor on a variety of matters including

certain restructuring matters, Winston & Strawn has received $2,235,644.99 in non-advance fee

payments from the Debtors during the ninety days preceding the Petition Date (the “Payments”).

A schedule of the Payments is attached hereto as Appendix 3.

Statement Under Sections 329 and 504 of the Bankruptcy Code and Under Federal Rule of Bankruptcy Procedure 2016

27. In accordance with sections 329 and 504 of the Bankruptcy Code, Bankruptcy

Rule 2016 and Local Rule 2016-1, I hereby state that neither I nor Winston & Strawn has entered

into any agreements, express or implied, with any other party in interest, including the Debtors,

CHI:2276624.3

9

any creditor, or any attorney for such party in interest in these cases, for the purpose of sharing or

fixing fees or other compensation to be paid to any such party in interest or its attorneys for

services rendered in connection therewith.

28. Winston & Strawn does not hold any claim against the Debtors on account of

prepetition services rendered. Winston & Strawn currently holds a retainer in the amount of

$250,000.00. The retainer was received by Winston & Strawn on June 25, 2009.

29. A schedule of the 2009 hourly rates to be charged by Winston & Strawn in

conjunction with these cases is attached hereto as Appendix 4. These hourly rates are Winston

& Strawn’s standard hourly rates for work of this nature. The hourly rates charged by Winston

& Strawn’s professionals differ based on, among other things, the professional’s level of

experience and the rates normally charged in the location of the office in which the professional

is resident. It is Winston & Strawn’s policy to adjust these rates periodically to reflect economic

and other conditions. Other attorneys and paralegals may from time to time render services to

the Debtors in connection with the matters herein described.

CHI:2276624.3

Appendix 1 to Toth Declaration

Potential Parties-in-Interest

The Debtors Lear #50 Holdings, L.L.C. Lear Argentina Holdings Corporation #2 Lear Automotive Dearborn, Inc. Lear Automotive Manufacturing, L.L.C. Lear Canada Lear Canada Investments Ltd. Lear Corporation (Germany) Ltd. Lear Corporation Lear Corporation Canada, Ltd. Lear Corporation EEDs and Interiors Lear Corporation Global Development, Inc Lear EEDS Holdings, L.L.C. (Delaware) Lear European Operations Corporation (Delaware) Lear Holdings, L.L.C. (Delaware) Lear Investments Company, L.L.C. (Delaware) Lear Mexican Holdings Corporation (Delaware) Lear Mexican Holdings, L.L.C. (Delaware) Lear Mexican Seating Corporation (Delaware) Lear Operations Corporation (Delaware) Lear Seating Holdings Corp. # 50 (Delaware) Lear South Africa Limited Lear South American Holdings Corporation (Delaware) Lear Trim L.P. (Delaware) Renosol Seating, L.L.C. The Debtors’ Affiliates Alfombras San Luis S.A. Allocation Entities. Amtex, Inc Asia Pacific Components Co., Ltd. Beijing BAJ Lear Automotive BHAP (Beijing Hainachuan Auto Products) Chongqing Lear Changan Int Trim Ltd. CL Automotive, LLC. Consorcio Ind Mex de Autoparts (CIMA) Eliminations Furukawa, Inc. General Seating of America, Inc. General Seating of Canada Ltd. ** General Seating of Thailand Corp Ltd GHW Engineering GmbH Greenfield Holdings LLC

Grote & Hartmann Auto de Mexico SA Grote & Hartmann South Africa Ltd GST (Rayong, Thailand) HLIP (Hyundal - Chenal, India) ICF (Industrias Cousin Freres, SL) Industrias Lear de Argentina S.R.L. Integrated Manufacturing & Assembly, LLC (IMA) International Auto Components Europe International Auto Components North America Jiangxl Jiangling Lear Int. Sys. John Cotton Plastics Limited Kyungshin Consolidated LAM LLC (Australia Branch) LASN BV - Velizy, France Branch LASNBV - Philippine Branch Lear (Luxembourg) GmbH (Luxembourg) Lear (Luxembourg) GmbH (Luxembourg) Lear ASC Corporation Lear Asian OEM Technologies LLC Lear Auto Services (Netherlands) BV Lear Automotive (EEDS) Almusuafes Lear Automotive (EEDS) Spain S.L. Lear Automotive (EEDS) Spain, S.L. Lear Automotive (EEDS) Tunisia S.A. Lear Automotive Corp Singapore Pte Ltd Lear Automotive EEDS Honduras S.A. Lear Automotive Fabrics Rui'an Co Ltd Lear Automotive France SAS Lear Automotive France Sas Lear Automotive India Private Limited Lear Automotive Interiors (Pty) Ltd Lear Automotive Morocco, S.A.S. Lear Automotive Services (Netherlands) B.V. Philippine Branch Lear Beijing Dymos Lear Brits (S.A.) (Pty) Ltd Lear Canada (Sweden) ULC Lear Car Seating do Brasil Ltda Lear Chang’an Chongging, China Lear Chang'an Auto System Co. Ltd. Lear Changchun Auto Int Sys Co Ltd Lear China Automotive EEDS Co., LTD Lear Corp (Nottingham) Limited

CHI:2276624.3

2

The Debtors’ Affiliates cont’d Lear Corp (SSD) Limited (UK) Lear Corp Beteiligungs GmbH Lear Corp Elect & Elect s.r.o. Lear Corp Elect & Elect Sp zoo Lear Corp Electrical & Electronics Lear Corp Hungary Auto Mfg KFT Lear Corp Interior Components (Pty) Ltd Lear Corp Italia, S.r.l. a socio unico Lear Corp Portugal-Compent Para Auto Lear Corp Seating France Feignies S.A.S. Lear Corp Seating France Lagny S.A.S. Lear Corp Spain Holdings S.L. Lear Corp UK Interior Systems Limited Lear Corporation (Germany) Ltd. Lear Corporation (Mauritius) Limited. Lear Corporation (Shanghai) Ltd. Lear Corporation (SSD) Ltd. (UK) Lear Corporation (UK) Limited (UK) Lear Corporation (UK) Ltd Lear Corporation (Vietnam) Limited Lear Corporation Asientos S.L. Lear Corporation Austria GmbH Lear Corporation Austria GmbH & Co. KG Lear Corporation Belgium CVA Lear Corporation China Ltd. (Mauritus) Lear Corporation Czech s.r.o. Lear Corporation Electrical and Electronics Lear Corporation France SAS Lear Corporation GmbH Lear Corporation Honduras S de RL Lear Corporation Hungary Autóipari Gyártó Kft. Lear Corporation Italia Srl a socio unico Lear Corporation Japan KK Lear Corporation Japan Ltd. Lear Corporation Mendon Lear Corporation Mexico, S.A. de C.V. Lear Corporation North West (Pty) Ltd Lear Corporation P C Automoveis, SA - Palmela Lear Corporation Poland II Sp zo.o Lear Corporation Poland SP zo.o Lear Corporation Romania SRL Lear Corporation Romania Srl. Lear Corporation Seating France S.A.S. Lear Corporation Seating Slovakia s.r.o. Lear Corporation Silao S.A. de C.V. Lear Corporation South Africa Lear Corporation South Africa Lear Corporation Spain S.L. (Spain) Lear Corporation Sweden AB Lear Corporation Sweden AB (Sweden)

Lear Corporation UK Holdings Limited (UK) Lear Corporation UK Interior Systems Limited (UK) Lear Corporation UK Interior Systems Limited (UK) Lear Corporation Ukraine Limited Liability Company (Ukraine) Lear Corporation Verwaltungs GmbH (Germany) Lear de Venezuela C.A. Lear de Venezuela C.A. (Venezuela) Lear DKT Lear do Brasil Industria e Comercio de Interiores Automotivos Ltda. (Brazil) Lear Dong Feng Motors Lear Dongfeng Automotive Seating Co., Ltd. (China) (50%) Lear East European Operations GmbH (Luxembourg) Lear East European Operations Sarl Lear East European Operations, Luxembourg, Swiss Branch, Kusnacht (Luxembourg) Lear Electrical Systems de Mexico, S. de R.L. de C.V. (Mexico) Lear European Holding S.L. (Spain) Lear Financial Services (Luxembourg) GmbH (Luxembourg) Lear Financial Services (Netherlands) B.V. (Netherlands) Lear Financial Services Luxemburg SarL Lear Furukawa Corporation (Delaware) (80%) Lear Furukawa Corporation (Delaware) (80%) Lear Holdings (Hungary) Kft. (Hungary) Lear Holdings, S. de R.L. de C.V. (Mexico) Lear Korea Ltd. Lear Korea Yuhan Hoesa (Korea) Lear LLC Lear Luxemburg Sarl Lear Mexican Trim Operations S. de R.L. de C.V. (Mexico) Lear Mexicana, S. de R.L. de C.V. (Mexico) Lear North Atlantic Operations Corporation (Delaware) Lear North European Operations GmbH (Luxembourg) Lear Offranville SARL (France) Lear Otomotiv Ltd. Lear Otomotiv Sanayi ve Ticaret Ltd. Sirketi (Turkey) Lear Rosslyn (Pty.) Ltd. (South Africa)

CHI:2276624.3

3

The Debtors’ Affiliates cont’d Lear Seating (Thailand) Corp. Ltd. (Thailand) (97.88%) Lear Sewing (Pty.) Ltd. (South Africa) Lear Shanghai Automotive Metals Co. Ltd. (China) Lear Shurlok Electronics (Proprietary) Limited (South Africa) Lear South Africa Limited (Cayman Islands) Lear Teknik Oto Yan San Ltd.Sti. Lear Trim Oto Yan Sanayi Limited Sirketi (Turkey) Lear UK Acquisition Limited (UK) Lear UK ISM Limited (UK) Lear West European Operations GmbH (Luxembourg) Lear West European Operations Sarl. Lear-Kyungshin Sales and Engineering LLC (Delaware) (60%) LEEO - Swiss Finance Branch LLC Lear Corporation Ukraine Markol Otomotiv Yan Sanayi VE Ticaret A.S. (Turkey) (35%) Martur Sunger ve Koltuk Tesisleri Ticaret A.S. (Turkey) (35%) Mawlaw 569 Limited (UK) Nanjing Lear Xindi Automotive Interiors Systems Co., Ltd. (China)(50%) New Trend (Rul’An, China) OOO Lear (Russia) Pendulum, LLC (Alabama) Renosol Seating Properties, LLC (Alabama) (49%) Renosol Systems, LLC (Michigan) (49%) Reyes Automotive Group, LLC (Texas) (49%) Reyes-Amtex Automotive LLC. RL Holdings, LLC (Michigan) (49%) Shanghai APO HQ (Branch)(I) Shanghai Lear Automobile Interior Trim Co., Ltd. (China)(55%) Shanghai Lear Automotive Systems Co., Ltd. (China) Shanghai Lear STEC Automotive Parts Co., Ltd. (China) (55%) Shanghai Songjiang Lear Automotive Carpet & Accoustics Co. Ltd. (China) (50%) Shenyang Lear Automotive Seating and Interior Systems Co., Ltd. (China) (60%) Societe Offransvillaise de Technologie SAS (France) Tacle Bangkok Co Ltd

Tacle Guangzhou Automotive Seat Co., Ltd. (China) (20%) Tacle Lear India Private Limited Tacle Seating UK Limited (UK) (51%) TACLE Seating USA, LLC (49%) TACLE Seating USA, LLC (49%) TACLE Thailand Total Interior Systems -- America, LLC (Indiana) (39%) Total Lear Automotive Mfgring, LLC TS Hi-Tech Seat Sdn. Bhd. (Malaysia) (46.15%) UPM S.r.L. (Italy) (39%) Wuhan Lear-DFM Auto Electric Company, Limited (China)(75%) Wuhan Lear-Yunhe Automotive Interior System Co., Ltd. (China) (50%) The Debtors’ Directors and Officers (current and former within last 2 years) Bond, Warwick A. Boulet, Pierre E. Brackenbury, James Brue, Alexander Burgess, Shari L. Cardew, Jason M. Churchwell, Marianne P. Cook, Robert W. Costa, Jordi Crary, John R. de Torres, Mariano DelGrosso, Douglas G. Drimmie, Kieth R. Edwards, Jeffrey S. Forcier, Jason Foss, Wendy L. Francis, Bruce Fry, David E. Harlow, Laure M. Hart, Liam E. Herrera Lasso-Jimenez, Miguel Hooper, Robert C. Intrieri, Vincent J. Jackson, Roger A. Jefferson, Paul R. Jewel, Gideon J. Kiperman, Herbert R. Krobel, Rodolfo J. Kummer, Randy M. Lanier, John R. Larkin, Terrence B.

CHI:2276624.3

4

The Debtors’ Directors and Officers cont’d (current and former within last 2 years) Lyons, Timothy R. Mahon, Jr., Edward M. Malcolm, Collin Mallet, Jr., Conrad L Mansfield, William Mattingly, William Maxwell, David A. McCarthy, Joseph F. McCurdy, Larry W. McLaughlin, William P. Murwaski, James L. Nap, Keith Nesti, Americo Jr. Niggemeler, Bernard Ninivaggi, Daniel A. Obey, Christopher Orsini, Frank C. Pape, Michael L. Parrott, Roy E. Polera, Thomas J. Rasmussen, Eric Rossiter, Robert E. Salvatore, Louis R. Scott, Raymond E. Sefcik, Joseph F. Simoncini, Matthew J. Spalding, David P. Stebbins, Donald J. Stephens, Mel Stern, James A. Tang, Tom Tesic, Dragoljub Van Heukelom, Richard A. Vandenberghe, James H. Vanhoegarden, Edouard L. Vanneste, Jeffrey H. Wajsgras, David C. Walkowski, Michael N. Wallace, Henry D.G. Wallman, Richard F. Wiechec, Danie A. Williams, Marina Witham, Mark L. Zimmer, Paul Agent Banks (Credit Agreement) The Bank of Nova Scotia, N.A. The Bank of Nova Scotia

Caylon New York Branch Credit Suisse, Cayman Islands Branch Merrill Lynch Bank USA The Royal Bank of Scotland plc UBS Loan Finance LLC Citibank, N.A. Deutsche Bank AG New York Branch Deutsche Bank Securities, Inc. JPMorgan Chase Bank, N.A. ABN AMRO Bank N.V. Bank of America Bank of Tokyo-Mitsubishi Trust Company BNP Paribus Citibank, N.A. Mizuho Corporate Bank, Ltd. Senior Lenders (Revolver) Blackport Capital Fund Ltd Commerzbank Ag New York Deutsche Bank Ag Deutsche Bank Ag -London Branch- Lehman Commercial Paper Incorporated Loan Funding V LLC Morgan Stanley Senior Funding Inc Sg Finance Inc Suntrust Bank Swiss Re Financial Products Corporation The Bank Of New York Mellon The Toronto Dominion Bank Bank Of America N A Bank Of China-New York Bank Of Tokyo-Mitsubishi UFJ Trust Company Bayerische Hypo Und Vereinsbank Ag, New York BNP Paribas-Chicago Citibank NA Comerica Bank Credit Suisse First Boston-New York Fifth Third Bank Goldman Sachs Lending Partners LLC Jpmcb-Secondary Loan And Distressed Credit Trading JPMorgan Bk Branch - 0802 Merrill Lynch Bank USA National City Bank Northern Trust Company Platinum Grove Contingent Capital Masterfund Ltd Sg Finance Inc Skandinaviska Enskilda Banken-London

CHI:2276624.3

5

Senior Lenders (Revolver) cont’d Styx Partners LP The Bank Of Nova Scotia-Atlanta The Royal Bank Of Scotland Plc New Yorkbranch UBS Loan Finance LLC Senior Lenders (Term) Aberdeen Loan Funding Ltd Ag Northwoods Capital Vi Limited Ag Northwoods Capital Vii Limited Alliance- Oregon Public Employees Retirement Fund Alliancebernstein Global Bond Fund Ares Enhanced Loan Investment Strategy Ir Ltd Ares Enhanced Loan Investment Strategy Ir-B Ltd Ares IX Clo Ltd Ares VII Clo Ltd Ares VIII Clo Ltd Ares VIR Clo Ltd Ares VR CLO Ltd Ares X CLO Limited Ares XI CLO Ltd Atrium V Avery Point Clo Limited Avery Street Clo Ltd Ballantyne Funding LLC Baltic Funding LLC Bank Of America N A Barclays Bank Plc BBT Fund LP Bear Stearns Loan Trust Black Diamond Clo 2005-1 Ltd Black Diamond Clo 2005-2 Ltd Black Diamond Clo 2006-1 Cayman Ltd Black Diamond International Funding Ltd Bluemountain Clo Ii Ltd Bluemountain Corporate Loan Master Fund L.P. Callidus Debt Partners Clo Fund Ii Ltd Callidus Debt Partners Clo Fund Iv Ltd Callidus Debt Partners Clo Fund V Ltd Callidus Debt Partners Clo Fund Vi Ltd Cap Fund Lp Carlyle Credit Partners Financing I Ltd Carlyle High Yield Partners 2008-1 Ltd Carlyle High Yield Partners Iv Limited Carlyle High Yield Partners Ix Ltd Carlyle High Yield Partners Vi Ltd Carlyle High Yield Partners Vii Ltd

Carlyle High Yield Partners Viii Ltd Carlyle High Yield Partners X Ltd Castle Hill I - Ingots Limited Cfip Master Fund Ltd Chatham Light Ii Clo Limited Chgo Loan Funding Ltd Citibank NA Clear Lake Clo Ltd Columbus Park Cdo Ltd Commonwealth Of Mass Pension Reserves Investment Mgmt Board Confluent 2 Limited Confluent 3 Limited Continental Casualty Company Credit Suisse International Debello Investors LLC Del Mar Clo I Ltd Deutsche Bank Ag Diamond Lake Clo Ltd Dryden Ix - Senior Loan Fund 2005 P L C Dryden V Leveraged Loan Cdo 2003 Dryden Viii - Leveraged Loan Cdo 2005 Dryden Vii-Leveraged Loan Cdo 2004 Dryden Xi-Leveraged Loan Cdo 2006 Dryden Xviii Leveraged Loan 2007 Limited Dryden Xvi-Leveraged Loan Cdo 206 Dryden Xxi Leveraged Loan Cdo LLC Eastland Clo Ltd Essex Park Cdo Ltd Fairway Loan Funding Company Fidelity Advisor Series I-Advisor Floating Rate High Income Fund Fidelity Advisor Series I-Advisor High Income Advantage Fund Fidelity Advisor Series I-Advisor High Income Fund Fidelity Central Investment Portfolio Specialized High Income Portfolio Fidelity Central Investment Portfolios Llc Fidelity High Income Central Investment Portfolio I Fidelity Income Fund-Total Bond Fund Fidelity Summer Street Trust-Focused High Income Fund Fidelity Variable Insurance Products Fund High Income Portfolio First 2004 I Clo Ltd First 2004 Ii Clo Ltd Floating Rate Senior Loan Funding I Llc Fraser Sullivan Clo I Ltd Fraser Sullivan Clo Ii Ltd

CHI:2276624.3

6

Senior Lenders (Term) cont’d Freeport Loan Trust 2006-1 Gallatin Clo Ii 2005-1LTD Gallatin Clo Iii 2007-1 Ltd Gallatin Funding I Bsc Migr General Electric Pension Trust General Motors Trust Bank National Association Genesis Clo 2007-1 Ltd Genesis Clo 2007-2 Ltd Global Loan Opportunity Fund Bv Gmamgroup Pension Trust I Golden Knight Ii Clo Ltd Goldman Sachs Lending Partners Llc Grayson Clo Ltd Grayston Clo Ii 2004-1 Ltd Greyrock Cdo Ltd Gulf Stream - Sextant Clo 2006-1 Ltd Gulf Stream-Compass Clo 2005-Ii Ltd Gulf Stream-Rashinban Clo 2006-I Ltd Hartford Mutual Funds Inc-High Yield Fund Hartford Mutual Funds Inc-Income Fund Hartford Mutual Funds Inc-The Hartford Floating Rate Fund Hartford Mutual Funds Inc-Total Return Bond Fund Hartford Series Fund Inc High Yield Hls Fund Hartford Series Fund Inc-Total Return Bond Hls Fund Hartford Zwd -Walt Disney Company Retirement Plan Master Trust Hartford-Floating Rate Bank Loan Series Of Hartford Inst Trust Highland Credit Opportunities Cdo Ltd Hillmark Funding Ltd Himco State Board Of Administration Of Florida Himco-Hartford Life And Accodent Insurance Company Icahn Fund Sub 1 Ltd Icahn Fund Sub 2 Ltd Icahn Fund Sub 3 Ltd Icahn Fund Sub 4 Ltd Icahn Partners Lp Icahn Partners Master Fund Ii Lp Icahn Partners Master Fund Iii L P Icahn Partners Master Fund Lp Ig Putnam U.S High Yield Income Fund Investment Cbna Loan Funding Llc Inwood Park Cdo Ltd

Jpmcb-Secondary Loan And Distressed Credit Trading JPMorgan High Yield Bond Fund Jrg Reinsurance Company Ltd Katonah III Ltd Katonah IV Limited Katonah I CLO Ltd Katonah VII Ltd Katonah X CLO Ltd Kingsland II Ltd Kingsland III Ltd Kingsland IV Ltd Kingsland V Ltd Kkr - Oregon Public Employees Retirement Fund Kkr Financial Clo 2005-1 Ltd Kkr Financial Clo 2005-2 Ltd Kkr Financial Clo 2006-1 Ltd Kkr Financial Clo 2007-1 Ltd Kkr Financial Clo 2007-A Ltd Kkr Financial Clo 2009-1, Ltd. Kohlberg Capital Corporation Lafayette Square Cdo Ltd Landmark Ii Cdo Limited Landmark Vii Cdo Ltd Landmark Viii Clo Ltd Loan Funding I LLC Loan Funding Iii Delaware Llc Loan Funding V LLC Loan Funding Vi LLC Loan Funding Xi LLC Lord Abbett Investment Trust-Lord Abbettfloating Rate Fund Mac Capital Ltd Madison Park Funding Iii Ltd Mainstay High Yield Corporate Bond Fund Marlborough Street Clo Ltd Mayport Clo Ltd Mizuho International Plc Mjx Venture Iv Cdo Limited Momentum Capital Fund Ltd Morgan Stanley Prime Income Trust Morgan Stanley Senior Funding Inc Msim - Zodiac Fund Us Senior Loan Fund Msim Peconic Bay Ltd National City Bank Navigator Cdo 2003 Ltd Navigator Cdo 2004 Ltd Navigator Cdo 2005 Ltd Northwood Capital IV Limited Northwoods Capital V Limited

CHI:2276624.3

7

Senior Lenders (Term) cont’d Northwoods Capital Viii Limited Nuveen Floating Rate Income Opportunity Fund Oak Hill Credit Opportunities Financing Ltd Oak Hill Credit Partners Ii Limited Oak Hill Credit Partners Iii Oak Hill Credit Partners Iv Limited Oak Hill Credit Partners V Limited Oaktree - High Yield Lp Oaktree - The Public School Retirement System Of Missouri Oaktree Senior Loan Fund, L.P. Oha Park Avenue Clo I Ltd Olympic Clo I Ltd Pension Inv Committee Of Gm For Gm Employees Domestic Group Pension Trust Pioneer Floating Rate Fund Pioneer Institutional Solutions - Credit Opportunities Pioneer Montpelier Investment Holdings Ltd Prospect Park Cdo Ltd Prudential Series Fund High Yield Bond Portfolio Prudential-Dryden High Yield Fund Inc Public Education Employees Retirement System Of Missouri Putnam 001- George Putnam Fund Of Boston Putnam 14-High Yield Trust Putnam 250 - Putnam Asset Allocation Funds - Growth Portfolio Putnam 259-Asset Allocation Funds Balanced Portfolio Putnam 264 Asset Allocation Fund - Cons Ervative Portfolio Putnam 29x-Funds Trust Floating Rate Income Fund Putnam 41-Global Income Trust Putnam 4-Income Fund Putnam 60-High Yield Advantage Fund Putnam 67 - Putnam Variable Trust - Putnam Vt High Yield Fund Putnam 68-Variable Trust Income Fund Putnam 73-Premier Income Trust Putnam 74-Master Intermediate Income Trust Putnam 75-Diversified Income Trust Putnam 961-Variable Trust Diversified Income Fund Putnam Diversified Income Trust Cayman Master Fund Putnam Global Funds - Putnam Worldwide Inc

Putnam Variable Trust -70 Putnam Vt Global Asset Allocation Fund Putnam Vt The George Putnam Fund Of Boston Fundprimsix Inc 1630aundbk Pyramis High Yield Bond Commingled Pool Qualcomm Global Trading Race Point Clo Limited Race Point Ii Clo Race Point Iii Clo Race Point Iv Clo Ltd Riverside Park Clo Ltd Riversource 258-Variable Portfolio Highyield Bond Fund Riversource 273-Var Pf Inc Opp Fund Riversource 97-Income Opportunities Fund Riversource25-High Yield Bond Fund San Gabriel Clo I Ltd Sanford Bernstein Fund Ii Intermediate Duration Institutional Portfolio Sanford Bernstein Fund Intermediate Duration Portfolio Sankaty High Yield Partners Ii Lp Sankaty High Yield Partners Iii Lp SG Finance Inc Shasta Clo I Limited Sierra Clo Ii Ltd Silverado Clo 2006-I Ltd Silverado Clo 2006-Ii Ltd Southportclo Ltd Sri Fund Lp Sss Funding Ii Llc St James River Clo Ltd Stichting Bedrijfstakpensioenfonds Voor De Metalektro Summit Lake Clo Ltd Symphony Clo I Ltd Symphony Clo Ii Ltd Taconic Capital Partners 1 5 L P Taconic Opportunity Fund Lp Tcw High Income Partners Ltd TCW Select Loan Fund Limited TCW Senior Secured Floating Rate Loan Fund LP TCW Senior Secured Loan Fund L P TCW-Park Avenue Loan Trust The Hartford Floating Rate Fund The Hartford Strategic Income Fund The Northwestern Mutual Life Insurance Company UBS Ag Stamford Branch Union Square Cdo Ltd

CHI:2276624.3

8

Senior Lenders (Term) cont’d Velocity CLO Ltd Venture III CDO Limited Venture V CDO Ltd Venture VI CDO Ltd Victoria Falls CLO Limited Vitesse Clo Ltd Waveland-Ingots Ltd Wells Fargo Bank Na Westchester Clo Ltd Wexford Catalyst Investors Wexford Spectrum Investors LLC Whitehorse I Ltd Whitehorse IV LTD Notes Indenture Trustees and Holders The Bank of New York Trust Company, N.A. BNY Midwest Trust Company Bank of New York Unidentified Hedge Funds Positions (Goldman Sachs) Pioneer Investment Management Inc. MacKay Shields LLC Unum Group RiverSource Investments LLC Deutsche Banc Securities Unidentified Hedge Funds Positions (Morgan Stanley) AllianceBernstein LP AEGON USA Investment Management LLC Unidentified Hedge Funds Positions (JP Morgan Clearing) King Street Capital Management Barclays Global Investors OppenheimerFunds Inc. Unidentified Hedge Funds Positions (CS Securities) BlackRock Financial Management Inc. Delaware Investment Advisers Reams Asset Management Co., LLC RS Investments Northwestern Investment Management Co. AIG Global Investment Group Inc (Houston) Prudential Investment Management-Fixed Income Sun Capital Advisers LLC PCA Asset Management Ltd OakTree Capital Management LLC New York Life Investment Management LLC Delaware Investments

Lord, Abbett & Co LLC JPMorgan Asset Management (New York) Nationwide Insurance Co. (Office of Investments) BNP Paribas Securities Thrivent Financial for Lutherans UBS Securities LLC Mackenzie Financial Corp The Travelers Companies Inc. PPM America Inc. Goldman Sachs Asset Management LP (GSAM) (USA) RBC Asset Management Inc AllianceBernstein Japan Ltd Loews Corp Omega Advisors Whitebox Advisors, LLC Goldman Sachs Asset Management (GSAM) (UK) INVESCO AIM Investment Management Wells Capital Management Inc (Menomonee Falls) Lehman Brothers Bank Pekao Mizuho Asset Management Co., Ltd National Nominees Limited Denver Investment Advisors LLC White Mountains Advisors LLC California STRS Los Angeles County Employees Retirement Association (LACERA) Prudential Asset Management (Singapore) Ltd. Guardian Life Insurance Co of America Scottish Widows Investment Partnership Limited Regiment Capital Advisors Euroclear SA Horizon Asset Management Inc. Lincoln Financial Group Post Advisory Group LLC PENN Capital Management Crédit Suisse Asset Management Americas (CSAM) Allstate Investments LLC Transamerica Investment Management LLC State of Connecticut Treasurer Montana Board of Investments FAF Advisors Inc. Q Investments Putnam Investment Management LLC Metropolitan West Asset Management LLC

CHI:2276624.3

9

Notes Indenture Trustees and Holders cont’d Chartwell Investment Partners INVESCO Inc. (New York) Nomura Asset Management USA Inc. Global Investment Advisors Victory Capital Management Stichting Philips Pensionfund The Chubb Corp Brandes Fixed Income Partners Inc. Nebraska State Investment Council Mason Street Advisors LLC AllianzGI Kapitalanlagegesellschaft mbH Walter & Keenan Financial Consulting Co. Fountain Capital Management LLC Seix Advisors RBC Asset Management UK Ltd CIGNA Investment Advisors Inc. Standish Mellon Asset Management LLC Kilpatrick Life Insurance Co. of Louisiana TCW Asset Management Co. (TAMCO) Kazazian Capital Management Deutsche Asset Management (DeAM) Loomis, Sayles & Co., LP Morgan Stanley Investment Management Inc. STW Fixed Income Management LGT Capital Management AG AIG Investments Europe Ltd. Ohio Police & Pension Fund KVO Capital Partners LP Benchmark LLC Brownstone Investment Corp KT Investments Tortuga Asset Management LLC BlackRock Investment Management LLC Oppenheim Kapitalanlagegesellschaft mbH INVESCO Asset Management (Japan) Ltd NOBO & Retail Holders PRP Environmental ITT Automotive Lear-Siegler Mercury Refining (Morristown, New York) Starcraft Sailboats Sturgis Plastics United Technologies Corporation Significant Equity Security Holders Barrow Hanley Mewhinney & Strauss, Inc. Franklin Resources Inc.

Pzena Investment Management Vanguard Windsor Funds LOC Beneficiaries and Issuers 485 Properties LLC Capital Blue Cross Lumberman's Mutual Casualty Co et al National Union Fire Insurance Company of Pittsburg, PA Safety National Casualty Corp Zurich Insurance Company JP Morgan Bank JP Morgan Bank Europe Rozmor Land Company Significant Customers BMW DaimlerChrysler Ford Motor Company General Motors Hyundai Landlords 10 Highbury Canada ULC Ashley Capital Chicago Manufacturing Campus, LLC City of Dayton Demco 45 L.L.C. Desarrollos Industriales Nexxus, S.A. DE C.V. Eastpoint Seating, LLC Flagship Properties LLC Mattei Corporation Monmouth Real Estate Investment Corp (MREIC) Nucco, L.L.C. OLD c/o Johnson Dev. Assoc Osprey- Troy Officentre L.L.C. Pelican Land Holdings, LLC Plymouth G&I (PGI) - % Tibor Pivko & Co Prologis Development Inc. ProLogis Limited Partneship III Proyecto PIDEA-KRC F128 Rea Construction Romulus Realty Ventures LLC Rupp & Roach, LLC Stoltz Management TA Associates Realty

CHI:2276624.3

10

Litigants A.W. Chesterton, Inc. ACM, a brand of Borg-Warner Inc. Adams, Sadie Ruth White, et al Adkinson, Cherie Allen, Dyer, Doppelt, Milbrath & Gilchrist, PA Alliacense TPL Group Enterprise Allis Chalmers Product Liability Trust American Standard, Inc., individually and as successor to The Trane Company, American Blower Corporation and Ross Heater & Manufacturing Company AMPCO-Pittsburgh Corp., individually and as successor in interest ti Buffalo Forge Co. Armstrong International, Inc. Armstrong Pumps, Inc. ASC Insulation, Foreproofing and Supplies, Inc. f/k/a A&M Insulation and Drywall, Inc. Ashcraft, Jelga Katharina, et al Aurora Pump Company Ballard, Mark, et al Bell & Gossett Company Bendix Corporation Berry, Deborah Birch, Horton, Bittner and Cherot Bird Incorporated Blachard Frank A. Blackmer Pump Company Blanchard, Joan C. Blecha, John Blue Bird Corporation Bondex International, Inc. Borg-Warner Corporation by its Successor in interest Borg-Watner Morse Tec Inc. Borg-Warner Corporation, individually and as successor in interest to Borg-Warner Morse Tec, Inc. as successor in interest to Borg-Warner Automotive, Inc. Brand Insulation Company Brewer, Dorothy, et al Bridgestone/Firestone America's Holding, Inc. Brunini, Grantham, Grower & Hewes Bryan Cave LLP Buffalo Air Handling, individually and as successor to Buffalo Forge Co. Bush Seyferth Kethledge Paige Canadian General Tower Carver Pump Company

CBS Corporation f/k/a Viacom, Inc. successor by merger to CBS Corp. f/k/a Westinghouse Electric Corporation CBS Corporation f/k/a Viacom, Inc., individually and as successor by merger to CBS Corp. f/k/a and/or succesor in interest to Westinghouse Electric Corporation and BF Sturtevant Centura Group, Inc. Certain-Teed Corporation Chamberlain Group, Inc. Chrysler, LLC Clark Hill Clark-Reliance Corporation Cleaver-Brooks, a division of Aqua-Chem, Inc. Clifford Chance US LLP Continental Teves Conwed Corporation, individually and as successor in interest to Wood Convresion Company Cooper Electric Supply Co., a division of Sonepar USA Cooper Industris, Inc. Couzens Lansky, Ellis Roeder & Lazar, P.C. Crane Company Crown Cork & Seal USA, Inc. CSR, Inc. Daimler Chrysler Corporation f/k/a Chrysler Motors Corporation f/k/a Chrysler Corporation DaimlerChrysler Company LLC f/k/a DaimlerChrysler Corporation Dana Companies, LLC DAP, Inc. Delaware Valley Wholesale Florist, Inc. Dependable Component Supply Corporation Detroit Stoker Company Dow Chemical Company Dravo Corporation Durabla Manufacturing Co. Duro Dyne Corporation Earl K. Cantwell Early Ludwick & Sweeny, LLC Elliott Turbomachinery Company, Inc. Fairbanks Morse Engine, an EnPro Industries Company Financial Services Commission of Ontario Fish & Richardson Flowserve US Inc., individually and as successor to Aldrich Pumps and Durametallic

CHI:2276624.3

11

Litigants cont’d FMC Corporation, individually and as successor in interest in Northern Pumps, Peerless Pumps and Linkbelt Foley & Lardner, LLP Ford Motor Company Foster Wheeler Corporation Foster Wheeler LLC, survivor by merger to Foster Wheeler Corporation Frost Brown Todd LLC Gardner-Denver, Inc., individually and as successor to Gardner Denver Nash and The Nash Engineering Company Garlock Sealing Technologies, LLC, individually and as successor by merger to Garlock, Inc. General Electric Company General Motors Company General Refractories Company Georgia Pacific Corporation Goodyear Tire & Rubber Co. Gori, Julian & Associates, P.C. Goulds Pumps Hanlon, Boglioli & Hanlon P.C. Harris, Sharon, et al Hobart Welding Products, division of Hobart Brothers Company Hollingsworth & Vose Company Honeywell International, Inc. Honeywell, Inc. Hudson, J.C., Jr., et al IMO Industries, Inc. Industrial Holding Corporation f/k/a Carborundum Company Ingersoll-Rand Company Ingersoll-Rand Company, individually and as successor to Flowserve Corporation, Durametallic, Vogt Valves, Aldrich Pumps, Terry Corporation of Connecticut International Truck and Engine Corporation f/k/a Navistar International Transportation Corporation f/k/a Navistar International Corporation f/k/a International Harvester Company ITT Corporation J.M. Asbestos Sales, Inc. Jackson, et al Jackson, Lilth Ladeania Jacob & Weingarten Jassal J-M Manufacturing Company, Inc.

John Crane, Inc. Johnson Controls Interiors LLC Johnson Controls, Inc. Johnson Electric Automotive, Inc Kaiser Gypsum Company, Inc. Kelly Moore Paint Company Kentile Floors, Inc. Kirkland & Ellis, LLP Kososki, Armin Kramer Levin Naftalis & Frankel Lamb McErlane, PC Law Offices of David A. Pernick Lear Diversified Holding, Inc. Leary, Bride, Tinker & Moran Leikin, Ingber, and Winters Leslie Controls, Inc., a division of Circor International, Inc. f/k/a The Leslie Company LH Trucking Lincoln Electric Company Lindberg/MPH, a division of SPX Corporation Lundy and Davis , LLP Malloy, Michael Meadwestvaco Corporation, as successor in interest to The Mead Corporation Metropolitan Life Insurance Company Miliken & Company Milwaukee Valve Company Mine Safety Appliances Company Monetrex, Inc. Morrison Industrial Equipment Motely Rice Nooter Corporation Omega Patents, LLC One Beacon Insurance Company as Subrogee of Winifred K. Day P.I.C. Contractors, Inc. Pacific Steel Boiler Corporaiton Parker, Terry W., et al Paul J. Krez Company Peerless Pump Company, Inc. Pfizer, Inc. Phelps Dodge Industries, Inc. Plastics Engineering Company Pneumo Abex Corporation, as successor in interest to Abex Corporation Production Solutions Expediting Inc Riley Power, Inc. f/k/a Riley Stoker Corporation Robert Winters, Esq. Roberta Strickland

CHI:2276624.3

12

Litigants cont’d Rockwell Automation, Inc. f/k/a Allen-Bradley Company, Inc. individually and succesor in interest to Rostone Corporation Royal Bank of Scotland RPM International Inc., individually and as successor to Bondex International, Inc. Saint-Gobain Abrasives, Inc. Schrank, Walter & Louise Schultheiss, Robert A., Individually and as Special Administrator of the Estate of Robert L. Schultheiss, deceased Silas G. Cross Smiths Industries, Inc., as parent company to Smiths Industries Aerospace Springer, Irene Little, et al SPX Cooling Technologies, Inc., as successor in interest to Marley Cooling Tower SPX Corporation, individually and as successor in interest to Lindberg/MPH and Lindberg Furnance Company Stephen F. Wasinger PLC Sulzer Pumps (US) Inc., individually and as successor in interest to National Carbon Company The C.P. Hall Company The Falk Corporation The Goodyear Tire & Rubber Company The Miller Law Firm, P.C. The Nash Engineering Company The Trane Company, a division of American Standard The William Powell Company The Yarway Corporation Thomas Built Buses Timothy E. Baxter & Associates, P.C. Timothy Lloyd Torys LLP Trane US, Inc., f/k/a American Standard Inc. Transport International Pool, Inc. TS Tech Canada, Inc. TS Tech North America Inc. TS Tech USA Corporation Twisthink, LLC Tyco International (US) Inc. for Tyco Valves & Controls, a unit of Tyco Flow Control as successor to Yarway Corporation and Kunkle Valve Union Carbide Corporation, individually and as successor in interest to Amchem and Benjamin Foster

United Methodist Senior Services of Columbus Area Viad Corp. f/k/a The Dial Corp., individually and as successor in interest to Griscom Russell Company Von Weise USA, Inc. Warner, Norcross & Judd, LLP Warren Pumps, LLC f/k/a Warren Pumps, Inc. White, Boyd Winston Financial Group, Inc. Wolverine Security Services, Inc. Woodbridge Foam Corporation Wyche Burgess Freeman & Parham, P.A. Yarway Corporation York International Corporation Zimmerman, Zimmerman & Miceli, PA Zurn Industries, LLC f/k/a Zurn Industries, Inc. Bankruptcy Judges for the Southern District of New York Chief Judge Stuart M. Bernstein Judge Prudence C. Beatty Judge Robert D. Drain Judge Robert E. Gerber Judge Martin Glenn Judge Arthur J. Gonzalez Judge Allan L. Gropper Judge Adlai S. Hardin Judge Burton R. Lifland Judge Cecelia G. Morris Judge James M. Peck Office of the United States Trustee for the Southern District of New York Roberta A. DeAngelis, Acting United States Trustee Linda A. Riffkin, Assistant United States Trustee Tracy Hope Davis, Assistant United States Trustee Elisabetta Gasparini, Trial Attorney Susan Golden, Trial Attorney Nazar Khodorovsky, Trial Attorney Marylou Martin, Trial Attorney Brian S. Masumoto, Trial Attorney Serene Nakano, Trial Attorney Richard C. Morrissey, Trial Attorney Andrea Schwartz, Trial Attorney

CHI:2276624.3

13

Office of the United States Trustee for the Southern District of New York cont’d Paul K. Schwartzberg, Trial Attorney Andy Velez-Rivera, Trial Attorney Greg M. Zipes, Trial Attorney Debtors’ 50 Largest Unsecured Creditors The Bank of New York Mellon, as Indenture Trustee Pension Benefit Guaranty Corp Pension Benefits Guarantee Fund Johnson Controls, Inc. CRH-DAS, L.L.C. Rozmor Land Co. Tyco Electronics Corp. Porter Engineered Systems, Inc Jay Industries, Inc. TK Holdings, Inc Sumitomo Mitsui Banking Corporation Woodbridge Corporation Autoliv Inc. Canadian General Tower Ltd. International Automotive Components Group North America, Inc. Robert Bosch Llc Four-Way Tool & Die Inc. The Bank Of Tokyo Mitsubishi Ufj, Ltd. Leoni Kabel Gmbh Yazaki North America Inc. Grammer Industries, Inc. Delphi Corporation Molex, Inc Fisher & Company, Inc. Aunde Group Faurecia Draka Philippines Inc. Diversified Technologies International Omron Automotive Electronics, Inc. Kenwal Steel Corporation Hatch Stamping Company The Bank Of New York Mellon, As Indenture Trustee Key Safety Systems, Inc. W.E.T. Automotive Systems Ltd Pullman De Puebla, S.A. De C.V. Keyang Electric Machinery Co

Iee Automotive Usa, Inc Foamex International Inc. Milliken & Co. Celestica Philippines Inc. Panasonic Electric Works Asia Manufacturers Industrial Group, LLC Bridge Of Weir Leather Co Ltd C. Rob. Hammerstein Gmbh & Co. Kg / CRH North America Dixie Wire AFL Autom/Hondura Serviacero Planos, S.A. De C.V. Cosma International, Inc Circuit Controls Corp Insurers ACE ACE (COMAR) ACE American Insurance Company ACE Europe ACE Europe Group UK Limited filial ACE European Group Limited ACE INA Insurance ACE Insurance ACE Insurance Limited ACE Insurance S.A.-N.V. Ace Seguros AIG Cat Excess Liability AIG Excess Liability Insurance International Limited Aksigorta Allianz Global Risks US Insurance Company Allied World Assurance Company Ltd American Guarantee and Liability Insurance Company American Nuclear Insurers Arch Reinsurance Ltd. Ariel Reinsurance Company Ltd Aseguradora Mundial (ACE) Aseguradora Mundial (Zurich) Aspen Insurance UK Limited ASTREE (Zurich fronting partner) AXIS Insurance Company Ceská Pojistovna a.s. Chubb Atlantic Indemnity Ltd. Continental Casualty Company Corporate Officers & Directors Assurance Limited Federal Insurance Company

CHI:2276624.3

14

Insurers cont’d General Security Indemnity Company of Arizona Generali Asigurari SA Generali Pojistovna a.s Generali Towarzystwo Ubezpieczen S.A. Generali-Providencia Biztositó Rt. Global Excess Partners, LLC Great American Insurance Company Great Lakes Reinsurance (UK) PLC Gunes Sigorta Hanseatic Insurance Company (Bermuda) Limited Hyundai Fire & Marine Indemnity Insurance Company of North America Insurance Company of North America Integon Specialty Insurance Company International Insurance Co. of Hannover Ltd. Lancashire Insurance Company Ltd. Liberty Mutual Europe Ltd. Liberty Mutual Fire Insurance Company Liberty Mutual Insurance Company Lloyd’s Underwriter Syndicate No. 2488 AGM Lloyds Syndicate SJC 2003 Lloyds Syndicate SJC 2003 National Union Fire Insurance Company of Pittsburgh, Pa. Nuclear Insurance Association of Canada OH BWC Omniasig Vienna Insurance Group Safety National Safety National Casualty Corporation Seguros Catatumbo C.A. Self-insured St. Paul Mercury Insurance Company Standard Insurance Co. Inc. Swiss Re International SE ThaiSri Insurance Co. Ltd. The Insurance Company of the State of Pennsylvania Travelers Casualty and Surety Company of America Twin City Fire Insurance Company U.S. Specialty Insurance Company United States Aviation Insurance Group Valiant Insurance Company Westchester Fire Insurance Company XL Insurance Company Limited XL Specialty Insurance Company Zurich

Zurich - Companhia De Seguros SA Zurich American Insurance Company ZURICH ARGENTINA COMPANIA DE SEGUROS S.A. Zurich de Mexico Zurich Insurance Co. Limited Zurich Insurance Company Zurich Insurance Company Japan Branch Zürich International (Deutschland) Versicherung-AG Zurich International (Espana) Zurich International (France) Cie d'Assurances Zurich International (UK) Limited Zurich International België N.V. Zurich International Italia Zurich Venezuela Zurich Versicherung-AG Vendors Alex Products Amerigon Analysts International Aon Risk Services Central Inc. Autoliv ASP Inc. Autoliv Mexico SA de CV Automation Tooling System Autotek Mexico SA de CV Bader de Mexico S. en C. por A. de C.V. BAE Industries Benecke Kaliko AG Blue Cross Blue Shield of MI Medical Borg Instruments AG BOS Automotive Products Mexico SA de CV Branaa Curtidora De Piel S.A. Brooks And Kushman P.C. Brown Corporation Brown Corporation de Saltillo SA de CV Bryan Metals Inc Burnside Acquisition LLC Camaco LLC Canadian General - Tower LTD CANADIAN GENERAL TOWER LTD (Textile Leather) Capro Inc. Capsonic Automotive Inc. Cass Information Systems Center Manufacturing Inc. CitiBank Corporate Cards CNI Inc. CONSORCIO INDUSTRIAL MEXICANO DE

CHI:2276624.3

15

Vendors cont’d Continental/Midland LLC CRH CRH (CRH-DAS, C. Rob Hammerstein) CRH-DAS LLC Daewoo International DELPHI Delphi Delco Electronics Delphi Packard Electric System DOW Dow Quimica Mexicana SA de CV Draka Philippines Inc. Draka Transport USA Inc. Dual Company Ltd Dura Automotive Systems Inc. EAGLE OTTAWA Eagle Ottawa LLC Engineered Plastic Components Ernst & Young LLP Faurecia Automotive Seating Canada Ltd Faurecia Automotive Systems FCI Automotive North America Fehrer South Carolina LLC Fisher Dynamics Foamex Four-Way Tool & Die Inc. Freescale Semiconductor Global Enterprises Inc. Grammer Automotive Grammer Automotive Puebla SA de CV Grand Rapids Control Great Lakes Trim Hatch Stamping Hella Electronics Corporation IACNA IEE Automotive USA IGB Automotive Infineon Technologies International Automotive Components Irvin Automotive Products Jay Industries JAY INDUSTRIES INC. Jay Mid South LLC Johnson Controls JOHNSON CONTROLS (PLASTECH) Johnson Controls Automotriz Johnson Electric JR Automation Technologies Keiper GmbH and Co KG Keiper LLC Kenwal Steel - Tennessee LLC

Key Safety Systems Inc. Keyang Electric Machinery Co. KM&I Co. Ltd Kolon Glotech Inc. Kongsberg Automotive Inc. L.E. Borden Co. Leggett & Platt Inc. Leoni Cable Inc. Magna Interior Maxell Corporation of America Mercantil de Perfiles Perez S.A. Merix Corporation MILLIKEN & CO. Milliken and Company Modern Metal Products Molex Automotive New Technology Steel LLC Nyx Inc. Omron Dualtec Automotive Electronics Inc ONTARIO DIE CO. Penske Logistics Pentastar Aviation LLC Pintura y Ensambles de Mexico SA de CV PMX Industries Inc. Poliuretanos Mexicanos Woodbridge Porter Engineered Systems Inc. PORTER ENGINEERED SYSTEMS, INC Pullman de Puebla SA de CV RENOSOL CORPORATION Robert Bosch Corporation Royal Technologies Corp. Schukra of North America Ltd. St. Microelectronics Inc. State of Michigan Superior Roll Forming Talhin/T Corporation Tecnicas de Fluidos S.A. de C.V. TEPSO GEN-X PLASTICS LLC The Power-Sonic Corporation TK Holdings TK HOLDINGS (IRVIN) Toyo Seat USA Corporation Track Corporation TRW Tyco Electronics U.S. Farathane Corporation US Bank Power Track UTILITY W.E.T. Automotive Systems Ltd. Windsor Machine & Stamping LTD

CHI:2276624.3

16

Vendors cont’d WOODBRIDGE (Eurofoam, Poliuretanos, Proseat, Recticel, SW Foam, TW ESP) Woodbridge Holdings Inc. Worthington Steel Yazaki North America Inc. Zurich North America Unions International Association of Machinists International Brotherhood of Electrical Workers National Automobile, Aerospace, Transportation and General Workers Union of Canada (CAW-Canada) UNITE HERE United Auto Workers United Steel Workers International Union of Operating Engineers International Brotherhood of Teamsters Chapter 11 Professionals Alvarez & Marsal North America, LLC Brooks Kushman P.C. Ernst & Young Kurtzman Carson Consultants Miller Buckfire & Co., LLC Bodman LLP Curtis, Mallet-Prevost, Colt & Mosle LLP OCPs Aiken Bridges Nunn Elliott & Tyler P.A. AMEC Earth & Environment Inc Andersen & Associates Armstrong Teasdale Aware Technologies Inc. Baker & McKenzie, S.C. Bass Berry & Sims PLC BB&E LLC BBK Holding Company Inc. Blake, Cassels & Graydon, LLP Blaney McMurty LLP Bliss McGlynn PC Bloomberg Finance L.P. Bodman Longley & Dahling Brooks And Kushman P.C. Bryan Cave LLP Buck Consultants Burgain Hayes Law Firm

Campbell-Ewald CBRE INVESTORS AAF CBRE REALTY TRUS CBRE Real Estate Services Inc. Ceridian Comerica Bank Concentra Health Services Contract Services Group Cornerstone Research Inc. Corporate Tax Resources Crivello Carlson & Mentkowski SC Cummins Bridgeway LLC Danlaw Incorporated Dell Marketing L.P. Deloitte Tax LLP Dickinson Wright PLLC Donlen Corporation Eastman and Smith LTD. Eckert Seamans Cherin & Mellott, LLC Eichhorn & Eichhorn Ellis Porter Erman, Teicher, Miller, Zucker & Freedman Ernst & Young LLP Evergreen Law Group Fernandez-Espino Fick and Sons Inc. Fisher & Phillips Forsythe Solutions Group Inc FX Alliance LLC Gonzalez Contract Services Grace Cosgrove & Schirm Greenebaum Doll & McDonald PLLC Grunecker Kinkeldey Stockmair And Haynsworth Sinkler Boyd P.A. Honigman Miller Schwartz and Cohen LLP Incentive Development Corporation Integrity Interactive Corporation International SOS Assistance Inc. Jackson Lewis Attorneys at Law Kelly Services Ltd. Kelly Temporary Services KPMG LLP. Lathrup & Gage LC LOCAL 1976 LOCAL 2405 REGION 8 UAW Macmillan Sobanksi & Todd Llc Mitchell Mcnutt & Sams Moody's Investors Service MPEG LA LLC MPS Group Niro Scavone Haller & Niro

CHI:2276624.3

17

OCPs cont’d Ogletree Deakins Nash Smoak Prestige Eng Resources & Tech Inc. Pricewaterhouse Coopers Llp. Primacy Relocation LLC Principal Financial Group Reynolds, DeMarco, & Boland, Ltd. Richards Layton & Finger Right Management Consultants Ryder Capital S de RL de CV Ryder Integrated Logistics Seickel & Sons Inc Sherrard Kuzz Shutts & Bowen LLP Specialty Risk Services Snell & Wilmer Stafford Rosenbaum LLP Sugarman Rogers Barshak and Cohen PC Summit Energy Services Inc. Sungard Treasury Systems Talx Corporation Team Employee Assistance Program The Bank of New York The Lamar Companies The Math Works The Mergis Group The Weiland Financial Group Inc. Thompson & Knight LLPThornton Grout Finnigan Urquhart-Dykes & Lord Webster Szanyi LLP Wimberly Lawson Seale Wright & Dave PLLC Wood Herron & Evans L.L.P.

CHI:2276624.3


Disclosure Parties

Potential Party in Interest Relationship with Debtors Relationship with Winston

Cook, Robert W. Debtors’ Director and Officer current client1 DelGrosso, Douglas G. Debtors’ Director and Officer current client Fry, David E. Debtors’ Director and Officer former client Jackson, Roger A. Debtors’ Director and Officer current client Mallet, Jr., Conrad L Debtors’ Director and Officer current client McCurdy, Larry W. Debtors’ Director and Officer current client Parrott, Roy E. Debtors’ Director and Officer former client Rossiter, Robert E. Debtors’ Director and Officer current client Spalding, David P. Debtors’ Director and Officer current client Stern, James A. Debtors’ Director and Officer former client Vandenberghe, James H. Debtors’ Director and Officer current client Wajsgras, David C. Debtors’ Director and Officer current client Wallace, Henry D.G. Debtors’ Director and Officer current client Wallman, Richard F. Debtors’ Director and Officer current client The Bank of New York Trust Company, N.A. Indenture Trustee for Notes current client

BNY Midwest Trust Company Indenture Trustee for Notes affiliate of current client Bank of New York Indenture Trustee for Notes current client ACE Insurer current client ACE (COMAR) ACE American Insurance Co. ACE Europe ACE Europe Group UK Limited ACE European Group Limited ACE INA Insurance ACE Insurance ACE Insurance Limited ACE Insurance S.A.-N.V. Ace Seguros

Insurers affiliates of current client

1 To the extent Winston & Strawn represents any of the Debtors’ officers and directors, the representation is in

connection with litigation asserted primarily against Lear Corporation.

CHI:2276624.3

2


AIG Cat Excess Liability Insurer current client AIG Excess Liability Insurance International Ltd. Insurer current client

Allianz Global Risks US Insurance Company Insurer affiliate of former client

Chubb Atlantic Indemnity Ltd. Insurer affiliate of former client Federal Insurance Company Insurer former client Great American Insurance Company Insurer former client

Insurance Company of North America Insurer affiliate of current client

Liberty Mutual Europe Ltd. Insurer former client Liberty Mutual Fire Insurance Company Insurer affiliate of former client

Liberty Mutual Insurance Company Insurer affiliate of former client

Lloyds Underwriter Syndicate No. 2488 AGM Insurer affiliate of former client

Lloyds Syndicate SJC 2003 Insurer former client St. Paul Mercury Insurance Company Insurer current client

Swiss Re International SE Insurer former client Travelers Casualty and Surety Company of America Insurer current client

XL Insurance Company Limited Insurer current client

XL Specialty Insurance Company Insurer affiliate of current client

Zurich and affiliates Insurer former client ACM, a brand of Borg-Warner Inc. Litigant current client

Alliacense TPL Group Enterprise Litigant current client

American Standard, Inc. Litigant current client Borg-Warner Corporation Litigant affiliate of current client Bridgestone/Firestone America’s Holding, Inc. Litigant current client

CHI:2276624.3

3


Brunini, Grantham, Grower & Hewes Litigant former client

Bryan Cave LLP Litigant current client CBS Corporation f/k/a Viacom, Inc., individually and as successor by merger to CBS Corp. f/k/a/ and/or successor in interest to Westinghouse Electric Corporation and BF Sturtevant

Litigant current client

Chamberlain Group, Inc. Litigant current client Chrysler, LLC Litigant affiliate of current client Cooper Industries, Inc. Litigant former client DaimlerChrysler Company LLC f/k/a DaimlerChrysler Corporation

Litigant affiliate of current client

Dana Companies, LLC Litigant current client Dow Chemical Company Litigant former client Flowserve US Inc., individually and as successor to Aldrich Pumps and Durametallic


FMC Corporation, individually and as successor in interest in Northern Pumps, Peerless Pumps and Linkbelt

Litigant former client

Foley & Lardner, LLP Litigant current client Ford Motor Company Litigant current client Foster Wheeler Corporation Litigant current client General Electric Company Litigant current client

General Motor Company Litigant former client and affiliate of current client

Honeywell International, Inc. Litigant current client Ingersoll-Rand Company Litigant former client ITT Corporation Litigant current client Kelly Moore Paint Company Litigant current client Lincoln Electric Company Litigant current client

CHI:2276624.3

4


Lindberg/MPH, a division of SPX Corporation Litigant affiliate of current client

Metropolitan Life Insurance Company Litigant former client

Pfizer, Inc. Litigant current client Pneumo Abex Corporation, as successor in interest to Abex Corporation


Rockwell Automation, Inc. f/k/a Allen-Bradley Company, Inc. individually and successor in interest to Rostone Corporation


Royal Bank of Scotland Litigant former client Saint-Gobain Abrasives, Inc. Litigant affiliate of current client SPX Cooling Technologies, Inc., as successor in interest to Marley Cooling Tower


Tyco International (US) Inc. for Tyco Valves & Controls, a unit of Tyco Flow Control as successor to Yarway Corporation and Kunkle Valve


Woodbridge Foam Corporation Litigant former client

Capital Blue Cross LOC Beneficiaries and Issuers former client JP Morgan Bank LOC Beneficiaries and Issuers current client United Technologies Corporation PRP Environmental current client

The Bank of Nova Scotia, N.A. Agent Bank current client

Credit Suisse, Cayman Islands Branch Agent Bank current client

Merrill Lynch Bank USA Agent Bank current client The Royal Bank of Scotland plc Agent Bank current client

UBS Loan Finance LLC Agent Bank current client Citibank, N.A. Agent Bank current client

CHI:2276624.3

5


Deutsche Bank AG New York Branch Agent Bank current client

ABN AMRO Bank, N.V. Agent Bank current client Bank of America Agent Bank current client Bank of Tokyo-Mitsubishi Trust Company Agent Bank former client

BNP Paribus Agent Bank current client Citibank, N.A. Agent Bank current client Mizuho Corporate Bank, Ltd. Agent Bank current client DaimlerChrysler Significant Customer affiliate of current client Ford Motor Company Significant Customer current client General Motors Significant Customer affiliate of current client Hyundai Significant Customer current client

Franklin Resources Inc. Significant Equity Security Holder current client

Pzena Investment Management

Significant Equity Security Holder current client

Aon Risk Services Central Inc. Vendor current client

Bader de Mexico S. en C. por A. de C.V. Vendor affiliate of current client

BAE Industries Vendor affiliate of current client Blue Cross Blue Shield of MI Medical Vendor former client

Daewoo International Vendor current client DELPHI Vendor current client DOW Vendor affiliate of current client Ernst & Young LLP Vendor current client Freescale Semiconductor Vendor current client Hyundai Vendor current client International Automotive Components Vendor current client

Johnson Controls Vendor affiliate of former client L.E. Borden Co. Vendor affiliate of current client Magna Interior Vendor affiliate of current client

CHI:2276624.3

6


Molex Automotive Vendor former client Omron Dualtec Automotive Electronics Inc. Vendor affiliate of current client

Robert Bosch Corporation Vendor current client Tyco Electronics Vendor current client WOODBRIDGE (Eurofoam, Poliuretanos, Proseat, Recticel, SW Foam, TW ESP)

Vendor former client

Woodbridge Holdings Inc. Vendor former client Yazaki North America Inc. Vendor affiliate of former client Zurich North America Vendor former client AMEC Earth & Environment Inc OCP current client

Baker & McKenzie, S.C. OCP current client Bloomberg Finance L.P. OCP affiliate of current client Bryan Cave LLP OCP current client Campbell-Ewald OCP current client CBRE INVESTORS AAF CBRE REALTY TRUS OCP current client

Comerica Bank OCP former client Cornerstone Research Inc. OCP current client Ernst & Young LLP OCP current client Honigman Miller Schwartz and Cohen LLP OCP former client

Kelly Services Ltd. OCP former client KPMG LLP. OCP current client MPS Group OCP affiliate of former client Pricewaterhouse Coopers LLP OCP current client Principal Financial Group OCP current client The Bank of New York OCP current client International Brotherhood of Teamsters Union current client

Bank of America N A Senior Lender (Term) current client Barclays Bank PLC Senior Lender (Term) current client Bear Stearns Loan Trust Senior Lender (Term) current client

CHI:2276624.3

7


Black Diamond CLO 2005-1 Ltd Senior Lender (Term) affiliate of current client

Carlyle Credit Partners Financing I Ltd Senior Lender (Term) affiliate of former client

Citibank NA Senior Lender (Term) current client Credit Suisse International Senior Lender (Term) affiliate of current client Del Mar CLO I Ltd Senior Lender (Term) affiliate of former client Deutsche Bank AG Senior Lender (Term) current client General Electric Pension Trust Senior Lender (Term) affiliate of current client General Motors Trust Bank National Association Senior Lender (Term) affiliate of current client

Goldman Sachs Lending Partners LLC Senior Lender (Term) affiliate of current client

Greyrock CDO Ltd Senior Lender (Term) affiliate of current client Gulf Stream - Sextant CLO 2006-1 Ltd Senior Lender (Term) affiliate of current client

JPMorgan High Yield Bond Fund Senior Lender (Term) affiliate of current client

Katonah III Ltd Senior Lender (Term) affiliate of former client Morgan Stanley Prime Income Trust Senior Lender (Term) affiliate of current client

National City Bank Senior Lender (Term) current client Navigator CDO 2003 Ltd Senior Lender (Term) affiliate of former client Nuveen Floating Rate Income Opportunity Fund Senior Lender (Term) affiliate of current client

Oak Hill Credit Opportunities Financing Ltd Senior Lender (Term) affiliate of current client

San Gabriel CLO I Ltd Senior Lender (Term) affiliate of current client Sierra CLO II Ltd Senior Lender (Term) affiliate of current client Symphony CLO I Ltd Senior Lender (Term) affiliate of current client The Northwestern Mutual Life Insurance Company Senior Lender (Term) current client

UBS AG Stamford Branch Senior Lender (Term) affiliate of current client Venture III CDO Limited Senior Lender (Term) affiliate of current client Wells Fargo Bank NA Senior Lender (Term) current client

CHI:2276624.3

8


Commerzbank AG New York Senior Lender (Revolver) former client and affiliate of current client

Morgan Stanley Senior Funding Inc Senior Lender (Revolver) affiliate of current client

Swiss Re Financial Products Corporation Senior Lender (Revolver) affiliate of former client

The Bank of New York Mellon Senior Lender (Revolver) current client

The Toronto Dominion Bank Senior Lender (Revolver) current client Bank of America N A Senior Lender (Revolver) current client Bank of Tokyo-Mitsubishi UFJ Trust Company Senior Lender (Revolver) former client

Bayerische Hypo Und Vereinsbank Ag, New York Senior Lender (Revolver) current client

BNP Paribas-Chicago Senior Lender (Revolver) current client Citibank NA Senior Lender (Revolver) current client Comerica Bank Senior Lender (Revolver) former client Credit Suisse First Boston-New York Senior Lender (Revolver) current client

Fifth Third Bank Senior Lender (Revolver) current client Goldman Sachs Lending Partners LLC Senior Lender (Revolver) affiliate of current client

Merrill Lynch Bank USA Senior Lender (Revolver) current client Northern Trust Company Senior Lender (Revolver) current client Skandinaviska Enskilda Banken-London Senior Lender (Revolver) former client

The Bank Of Nova Scotia-Atlanta Senior Lender (Revolver) current client

The Royal Bank of Scotland PLC New York Branch Senior Lender (Revolver) former client

Pioneer Investment Management Inc. Note Holder affiliate of former client

Deutsche Banc Securities Note Holder current client AEGON USA Investment Management LLC Note Holder current client

Unidentified Hedge Fund Positions (Morgan Stanley) Note Holder affiliate of current client

CHI:2276624.3

9


King Street Capital Management Note Holder current client

Barclays Global Investors Note Holder current client Oppenheimer Funds Inc. Note Holder current client BlackRock Financial Management Inc. Note Holder affiliate of current client

Prudential Investment Management-Fixed Income Note Holder affiliate of current client

JPMorgan Asset Management (New York) Note Holder affiliate of current client

BNP Paribas Securities Note Holder affiliate of current client Thrivent Financial for Lutherans Note Holder former client

The Travelers Companies Inc. Note Holder current client PPM America Inc. Note Holder current client Goldman Sachs Asset Management LP (GSAM) (USA)

Note Holder affiliate of current client

RBC Asset Management Inc Note Holder affiliate of current client INVESCO AIM Investment Management Note Holder affiliate of current client

Lehman Brothers Note Holder former client and affiliate of current client

Guardian Life Insurance Co of America Note Holder current client

Scottish Widows Investment Partnership Limited Note Holder former client

Horizon Asset Management Inc. Note Holder affiliate of current client

Allstate Investments LLC Note Holder affiliate of current client Nomura Asset Management USA Inc. Note Holder affiliate of former client

The Chubb Corp Note Holder affiliate of current client AllianzGI Kapitalanlagegesellschaft mbH

Note Holder affiliate of former client

CHI:2276624.3

10


CIGNA Investment Advisors Inc. Note Holder affiliate of former client

Loomis, Sayles & Co., LP Note Holder former client STW Fixed Income Management Note Holder current client

LGT Capital Management AG Note Holder former client AIG Investments Europe Ltd. Note Holder affiliate of current client Benchmark LLC Note Holder affiliate of current client Ashley Capital Landlord current client Osprey-Troy Officenter L.L.C. Landlord affiliate of former client

Prologis Development Inc. Landlord affiliate of current client Romulus Realty Ventures LLC Landlord affiliate of current client

Pension Benefit Guaranty Corp 50 Largest current client

TRW 50 Largest affiliate of former client Sumitomo Mitsui 50 Largest current client Panasonic 50 Largest affiliate of current client C. Rob Hammerstein Gmbh & Co. KG / CRH North America 50 Largest affiliate of former client

CHI:2276624.3


Schedule of Non-Advance Fee Payments Received by Winston & Strawn

from the Debtors within Ninety Days of the Petition Date

Debtor/Payor Name Date Check/Wire Amount

Lear Corporation 4/10/09 Wire $493.28Lear Corporation 4/10/09 Wire $1,624.85Lear Corporation 4/23/09 Wire $20,373.61Lear Corporation 4/23/09 Wire $11,827.71Lear Corporation 4/23/09 Wire $916.52Lear Corporation 4/30/09 Wire $2,684.59Lear Corporation 4/30/09 Wire $281.87Lear Corporation 4/30/09 Wire $111.58Lear Corporation 4/30/09 Wire $220.92Lear Corporation 5/7/09 Wire $21,301.09Lear Corporation 5/7/09 Wire $169.33Lear Corporation 5/7/09 Wire $2,838.11Lear Corporation 5/7/09 Wire $4,698.42Lear Corporation 5/11/09 Wire $235,635.80Lear Corporation 5/20/09 Wire $3,481.42Lear Corporation 5/20/09 Wire $4,813.80Lear Corporation 5/20/09 Wire $440.56Lear Corporation 5/20/09 Wire $212.70Lear Corporation 5/26/09 Wire $1,907.04Lear Corporation 5/28/09 Wire $7,740.43Lear Corporation 5/29/09 Wire $6,884.82Lear Corporation 5/29/09 Wire $81.72Lear Corporation 6/5/09 Wire $21,262.56Axis Reinsurance Company 6/8/09 Check $7,103.18Lear Corporation 6/9/09 Wire $175.01Lear Corporation 6/11/09 Wire $1,455.22Lear Corporation 6/16/09 Wire $3,234.03Lear Corporation 6/16/09 Wire $2,653.95

CHI:2276624.3

2

Debtor/Payor Name Date Check/Wire Amount

Lear Corporation 6/17/09 Wire $1,362,902.42Lear Corporation 6/23/09 Wire $196.71Lear Corporation 6/25/09 Wire $507,439.84Lear Corporation 6/30/09 Wire $481.90TOTAL: $2,235,644.99

CHI:2276624.3


Winston & Strawn Hourly Billing Rates

Professionals 2009 Hourly Rates1

Partners $400 – $995

Associates $210 – $670

Paralegals $110 – $300

1 Winston & Strawn periodically adjusts its firm-wide billing rates to reflect economic changes in the market in

which it operates. While no such adjustment will be applied specifically to the Debtors alone, Winston & Strawn anticipates that any such firm-wide adjustment will also apply to the Debtors and will be reflected in the fee applications filed with the Court.

Documents

Matthew J. Botica (MB 3228) Daniel J. McGuire (DM 5529 ...amlawdaily.typepad.com/files/application-to-employ-ws.pdf · CHI:2276624.3 Matthew J. Botica (MB 3228) Daniel J. McGuire