(Official Form I) (4/10)

Voluntary Petition

United States Baukruptcy Court Southern District of New York

Name of Debtor (if individual, enter Last, First, Middle):

Blockbuster Inc.

Name of Joint Debtor (Spouse) (Last, First, Middle): N/A

All Other Names used by the Debtor in the last 8 years (include married, maiden, and trade names):

SEE RIDER 1

All Other Names used by the Joint Debtor in the last 8 years (include married, maiden. and trade names): N/A

Last four digits of Soc. Sec. or Individual-Taxpayer l.D. (ITIN) No./Complete EIN (if more than one, state ali): 52·1655102

Last four digits of Soc. Sec. or Individual- Taxpayer l.D. (lTIN) No./Complete ErN (if more than one. state ali): NI A

Street Address of Debtor (No. and Street. City, and State): 1201 Elm Street

Dallas, Texas

County of Residence or of the Principal Place of Business: Dallas County

I ZIP CODE: 75270

Street Address of Joint Debtor (No. and Street, City, and State): NI A

I ZIP CODE: NI A

County of Residence or of the Principal Place of Business: NI A

Mailing Address of Debtor (if different from street address):

N/A

Location of Principal Assets of Business Debtor (if different from street address above): N/A

I ZIP CODE: N/A

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

I ZIP CODE: NI A

I ZIP CODE: NI A

Type of Debtor (Form of Organization)

(Check one box.)

o Individual (includes Joint Debtors)

See Exhibit D Of! page 2 ofthisform.

121 Corporation (includes LLC and LLP)

o Partnership

o Other (If debtor is not one of the above entities. check this box and state type of entity below.)

Nature of Business (Check one box.)

o Health Care Business

o Single Asset Real Estate as defined in

II USc. § 101 (5IB)

o Railroad

o Stockbroker

o Commodity Broker

o Clearing Bank 121 Other

Retail

Tax-Exempt Entity (Check box, if applicable.)

o Debtor is a tax-exempt organization under Title 26 of the United States Code (the Internal Revenue Code).

Chapter of Bankruptcy Code Under Which the Petition is Filed (Check one box)

o Chapter7

o Chapter9 121 Chapter II

o Chapter 12

o Chapter 13

o

Chapter 15 Petition for Recognition of a Foreign Main Proceeding

Chapter 15 Petition for Recognition of a Foreign Nonmain Proceeding

o

Nature of Debts (Check one box)

o Debts arc primarily consumer 121 Debts are primarily business

debts, defined in II USc. § debts.

101(8) as "incurred by an

individual primarily for a personal,

family, or household purpose."

Chapter 11 Debtors Cbeck one box:

o Debtor is a small business debtor as defined in II U.S.c. § 101(51D)'

~ Debtor is not a small business debtor as defined in 11 V.S.c. § 10l(5lD).

Filing Fee (Check one box)

121 Fult Filing Fee attached

o Filing Fee to be paid in installments (applicable to

Must attach signed application for the court's consideration except in installments. Rule lOO6tb). See Official Form 3A.

o Filing Fee for the

. requested

to chapter 7 individuals only). Must attach signed application Official F(H'm 3B.

the debtor is unable to pay tee

Check if:

o Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,343.300 (amount subject to adjustment on 4/01113 and every three years thereafter).

Check all applicable boxes:

o A plan is being filed with this petition,

o Acceptances of the plan were solicited prepetition from one or more classes of creditors. in accordance with II U.S.c. § 1126(B).

Statistical/ Administrative Information

THIS SPACE IS FOR COURT USE ONLY

~ Debtor estimates that funds will be available for distribution to unsecured creditors.

o Debtor estimates that. after any exempt property is excluded and administrative expenses paid. there will be no funds available for distribution to unsecured creditors.

Estimated Number of Creditors
0 0 0 0 0 0 0 0 0 121
1-49 50~99 tlX)-199 200~999 i.ooo. SJXll- 1O,IXll- 25/Xlt sO.mt- Over
S,tXXl Ill/XXI 25.lXXI SO.tXXl ttXI,tXX) tlXI,tXXI
Estimated Assets
0 0 0 0 0 0 0 0 0 121
$010 $SOJXII to $tm,IXII to $SIX).{Xll to $UXXI.tXlt Slll.IXXI,lm $50JXX)/Xlt suo.ooo.cn $SIX1,IXX),IXll More than
,50JXX) $tlXl.fXXI ,5W,IXX) $1 million to $10 to $50 to SIlX) to SSW to $1 billion $1 billion
million million million million
Estimated Liabilities
0 0 0 0 0 0 0 0 0 121
$0 to $SO,IX)! to $tm,tX)! to $SIXl.tMll to $1 JXXI,Wt $tO.IXXl.lKlt $SO,IXX),tXlt $ t IX),IXX).IM)] ,5tXl,tXX1,m I More than
$SIWXI $tlXl,IXXI $Sm,tXX) $1 million to$IO to $50 to $tlX) to ,5tX) to $1 billion $1 billion
million million million million
US_ACTIVE:\4350353I \0 1127258.0004 (Official Form 1) (4/10)

Voluntary Petition

(This page mUST be completed andfiled in

FORM BI, Page 2

Name of Debtor(s):

Blockbuster Inc.

All Prior Bankruptcy Case Filed Within Last 8 Years (If more than two, attach additional sheet.)

NONE

Date Filed: NI A

Location Where Filed:

Case Number: NI A

Date Filed: N/A

Location Where Filed:

Case Number: NI A

N/A

Pending Bankruptcy Case Filed hy any Spouse. Partner or Affiliate of this Debtor (If more than one, attach additional sheet)

Exhibit A

Relationship: SEE RIDER 2

Judge: PENDING

Name of Debtor:

Case Number: PENDING

Date Filed: SEE RIDER 2

SEE RIDER 2

District SOUTHERN DISTRICT OF NEW YORK

ExhibitB

if debtor is an individual

(To be completed if debtor is required to file periodic reports (e.g., forms 10K and IOQ) with the Securities and Exchange Commission pursuant to Section 13 or 15( d) of the Securities EXchange Act of 1934 and is requesting relief under chapter II.)

N/A

I. the attorney for the petitioner named in the foregoing petition, declare that I have informed the petitioner that [he or she] may proceed under chapter 7,11. 12, or 13 of title II, United States Code, and have explained the relief available under each such chapter. I further certify that I have delivered to the debtor the notice required by § 342(b).

181 Exhibit A is attached and made a part of this petition.

Signature of Attorney for Debtor(s)

Date

Exhibit C

Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable harm to public health or safety') DYes, and Exhibit C is attached and made a part of this petition.

181 No.

Exhibit D N/A

(To be completed by every individual debtor, If a joint petition is tiled, each spouse must complete and attach a separate Exhibit D.) o Exhibit D completed and signed by the debtor is attached and made a part of this petition.

If this is a joint petition:

o Exhibit D also completed and signed by the joint debtor is attached and made a part of this petition.

Information Regarding the Debtor - Venue (Check any applicable box.)

o Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately preceding the date of this petition or for a longer part of such 180 days than in any other District.

181 There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District.

o Debtor is a debtor in a foreign proceeding and has its principal place of business or principal assets in the United States in this District, or has no principal place of business or assets in the United States but is a defendant in an action or proceeding I in a federal or state court I in this District, or the interests of the parties will be served in regard to the relief sought in this District.

Certification by a Debtor Who Resides as a Tenant of Residential Property (Check all applicable boxes)

N/A

o Landlord has a judgment against the debtor for possession of debtor's residence. (If box checked, complete the following.)

(Name of landlord that obtained judgment)

(Address of landlord)

o Debtor claims that under applicable nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the entire monetary default that gave rise to the judgment for possession, after the judgment for possession was entered, and

o Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the filing of the petition.

o Debtor certifies that he/she has served the Landlord with this certification. (11 USc. § 362(1 )).

US_ACTlVE:14350353I 10 I 127258.0004

(Official Form I) (4/IO)

FORM 81, Page

Voluntary Petition

Name of Debtorts):

(This page must be completed anti filed in

Blockbuster Inc.

Signatures

N/A

N/A

Signature{s) of Debtorts) (Individual/Joint)

I declare under penalty of perjury that the information provided in this petition is true and correct

[If petitioner is an individual whose debts are primarily consumer debts and has chosen to file under chapter 711 am aware that I may proceed under chapter 7, I I, 12 or 13 of title

I I, United States Code, understand the relief available under each such chapter, and choose to proceed under chapter 7.

[If no uttomey represents me and no bankruptcy petition preparer signs the petition 1 I have obtained and read the notice required by II USC § 342(b).

I request relief in accordance with the chapter of title I I, United States Code, specified in this petition.

x _

Signature of Debtor

x _

Signature of Joint Debtor

Telephone Number (if not represented by attorney)

Date

Signature of a Foreign Representative

I declare under penalty of perjury that the information provided in this petition is true and correct, that I am the foreign representative of a debtor in a foreign proceeding, and that I am authorized to file this petition.

(Check only one box.)

o

I request relief in accordance with chapter 15 of title I I, United States Code. Certified copies of the documents required by II U.S.C § 151S are attached.

o

Pursuant to II U.S,C § I SII, I request relief in accordance with the chapter of title II specified in this petition. A certified copy of the order granting recognition of the foreign main proceeding is attached.

x~----~~~~----~-------------------------{Signature of Foreign Representative)

(Printed Name of Foreign Representative)

Date

Signature of Attorney*

Stephen Karotkin

Printed Name of Attorney for Debtor(s) Weil. GotshaI & Manges LLP

Firm Name

767 Fifth Avenue

New York New York 10153

Address

* In a case in which § 707(b)(4)(D) applies, this has no knowledge after an inquiry that the

also constitutes a certification that the attorney in the schedules is incorrect.

Signature of Debtor (Corporation/Partnership)

I declare under penalty of perjury that the information provided in this petition is true and correct. and that I have been authorized to file this petition on behalf of the debtor.

with the chapter of title I I, United States

US ACTIVE:143503531101\27258.0004

Signature of Non-Attorney Bankruptcy Petition Preparer N/A

I declare nnder penalty of perjury that: (I) I am a bankruptcy petition preparer as defined in I I USC § 110; (2) I prepared this document for compensation and have provided the debtor with a copy of this document and the notices and information required under II USC §§ I l Otb),

l IOth), and 342(b); and (3) if rules or guidelines have been promulgated pursuant to I I U.S.C § II O(h) setting a maximum fee for services chargeable by bankruptcy petition preparers, I have given the debtor notice of the maximum amount before preparing any document for tiling for a debtor or accepting any fee from the debtor, as required iu that section. Official Form 19B is attached.

Printed Name and title, if any, of Bankruptcy Petition Preparer

Social-Security number (If the bankruptcy petition preparer is not an individual, state the Social-Security number of the officer, principal, responsible person or partner of the bankruptcy petition preparer.) (Required by I I USC § 110.)

Address

Date

Signature of bankruptcy petition pre parer or officer, principal, responsible person. or partner whose Social-Security number is provided above.

Names and Social-Security numbers of all other individuals who prepared or assisted in preparing this document unless the bankruptcy petition preparer is not an individual:

If more than one person prepared this document, attach additional sheets conforming to the appropriate official form for each person.

A bankruptcy petition preparer'sfailure to comply with the provisions of title 11 and the Federal Rules ofBankruptcy Procedure may result infines or imprisonment or both. 1 J u.s.c. § 110; 18 US.C. § 156.

RIDER 1 - OTHER NAMES USED BY THE DEBTOR IN LAST EIGHT YEARS

In addition to any names listed on the Voluntary Petition, the debtor in this case and/or its affiliated debtors may have used one or more of the following names (including trade names) during the previous 8 years:

• 2 Day Video, Inc. of Georgia

• AHV Holding Corp.

• Atlantic Associates, Inc.

• Atlantic Entertainment Group, Inc.

• Blockbuster Amphitheater Corp.

• Blockbuster Computer Systems Corp.

• Blockbuster Entertainment Corp.

• Blockbuster Limited Partner Holdings LLC

• Blockbuster SC Video Operating Corp.

• Blockbuster Texas LP

• Charlotte Amphitheater Corp.

• HEC Acquisition Corp.

• Major Video Super Stores, Inc.

• Montgomery Acquisition, Inc.

• On-Line Subscription Services, Inc.

• The T.V. Factory, Inc.

• The Westside Amphitheatre Corp.

• UI Video Stores, Inc.

• WJB Realty, L.P.

• WJB Video Limited Partnership

• Trading Inc.

• Blockbuster Digital Inc.

• Moviefly, LLC

• Moviefly, Inc.

• Green Flower Company, Inc.

• Bluehorse 3PI

• Blockbuster Video Distribution, Inc.

us _Acnv E:\4350353! \O! \27258.0004

RIDER 2 - LIST OF FILING ENTITIES

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

US_ACTIVE:143503531 \0 1 127258.0004

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x

In re

Chapter 11

BLOCKBUSTER INC.,

Case No. 10- __ ( __ )

(Joint Administration Requested)

Debtor.

---------------------------------------------------------------x

EXHIBIT "A" TO VOLUNTARY PETITION

1. The debtor has securities registered under Section 12 of the Securities and Exchange Act of 1934. The debtor's SEC file number is 001 15153.

2. The following financial data is the latest available information and refers to the debtor's condition on August 1,2010.

a.

Total Assets

$1 017035 832

b.

Total Debts

$1 464939759

c. Debt securities held by more than 500 holders.

Approximate Number of

Amount
secured [gJ unsecured 0 subordinated 0 $630.000,0001
secured 0 unsecured [gJ subordinated [gJ $300 000 0003
secured 0 unsecured 0 subordinated 0
secured 0 unsecured 0 subordinated 0 Holders

Institutional Holders - 412 Institutional Holders - ]]4

d.

Number of shares of preferred stock

11.75% Senior Secured Notes due 2014.

2 The total number of individual holders is unknown, but may be greater than 500.

9% Senior Subordinated Notes due 2012.

4 The total number of individual holders is unknown, but may be greater than 500.

As of September 2,2010.

US_ACTIVE:14350353 110 I 127258.0004

e. Number of shares of common stock

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

3. Brief description of debtor's business: More than twenty five years ago, Blockbuster became the first national retail chain provider of in-home entertainment, with its blue and gold torn-ticket logo symbolizing the decision by consumers to forego the movie theatre experience and "Make it a Blockbuster NighC® by staying home to watch the latest in new movie title releases from the convenience of their living rooms. Since its incorporation in 1982, Blockbuster has expanded its retail business opcrations domestically and abroad via a mix of corporate and franchisee-owned stores, with, as of August 29, 2010, over 5,600 stores in the United States and its territories and 16 other countries. To manage its properties, Blockbuster employs approximately 25,500 employees who perform a variety of critical functions, including customer service, inventory control, management, leasing, accounting, marketing, purchasing and sales, shipping, tax, technical services, and legal services.

4. List the names of any person who directly or indirectly owns, controls, or holds, with power to vote 5% of more of the voting securities of debtor: Intana Management, LLC; M.A.M Investment Ltd; Prentice Capital Management LP, Michael Zimmerman, The Goldman Sachs Group, Inc.

6 As of September 2, 2010.

US_ACTIVE:\43503531 \01 \27258.0004

CERTIFICATE OF RESOLUTIONS OF BLOCKBUSTER INC.

September 22, 2010

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

[Signature Page Follows]

US ~ACTIVE:14350353 J 10 J 127258.0004

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

SIGNATURE PAGE TO CERTIFICATE OF RESOLUTIONS FOR BLOCKBUSTER INC.

Exhibit A

RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS

WHEREAS, in the judgment of the Board, it is desirable and in the best interest of the Company, its creditors and other interested parties that a petition be filed by the Company seeking relief under the provisions of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"); and

WHEREAS, the Company is the sole member of Blockbuster Investments, LLC ("Investments") and B2 LLC ("B2" and, together with Investments, collectively the "LLC Subsidiaries"); and

WHEREAS, in the judgment of the Board, it is desirable and in the best interest of the LLC Subsidiaries, their creditors, employees, and other interested parties that a petition be filed by the LLC Subsidiaries seeking relief under the provisions of chapter 11 of the Bankruptcy Code.

NOW THEREFORE BE IT RESOLVED, that any of the Chief Executive Officer, Chief Restructuring Officer, Chief Financial Officer, Chairman of the Board, Executive Vice President, General Counsel, Vice President, and Secretary of the Company and any other person designated and so authorized to act by the aforementioned officers (each such officer or designee being an "Authorized Person"), be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and verify the Company's petition under chapter 11 of the Bankruptcy Code, thereby commencing the chapter 11 case (the "Chapter 11 Case") and to cause the same to be filed in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") or in such other authorized jurisdiction and at such time as such Authorized Person executing the petition shall determine; and it is further

RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed in the name and on behalf of the Company, as sole member of the LLC Subsidiaries, to execute and verify the LLC Subsidiaries' petitions, all schedules, motions, lists, applications, pleadings, and other documents, and to take and perform any and all further acts and deeds that such Authorized Person deems necessary, appropriate, proper, or desirable to commence a case under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and to take such other actions, as in the judgment of any such Authorized Person shall be or become necessary, proper, and desirable to effectuate the successful prosecution of the LLC Subsidiaries' chapter 11 cases; and it is further

RESOLVED, that the law firm ofWeil, Gotshal & Manges LLP be, and hereby is, engaged as attorneys to the Company under a general retainer in the Chapter 11 Case, subject to any requisite approval of the Bankruptcy Court; and it is further

RESOLVED, that the firm of Rothschild Inc. be, and hereby is, engaged to provide financial and investment banking services to the Company in the Chapter 11 Case, subject to any requisite approval of the Bankruptcy Court; and it is further

US_ACTIVE:143503531 10 1127258.0004

RESOLVED, that the firm of Alvarez & Marsal North America, LLC be, and hereby is, engaged to provide restructuring advisory services to the Company in the Chapter 11 Case, subject to any requisite approval of the Bankruptcy Court; and it is further

RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and file, in addition to the petition, all schedules, motions, lists, applications, pleadings, and other documents, and to take and perform any and all further acts and deeds that such Authorized Person deems necessary, appropriate, proper, or desirable in connection with the Chapter 11 Case, with a view to the successful prosecution of such case; and it is further

RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to engage and retain all assistance by legal counsel, accountants, financial advisors, restructuring advisors, and other professionals (including, without limitation, those professionals specifically named herein) in connection with the Chapter 11 Case, on such terms as such Authorized Person deems necessary, appropriate, proper or desirable, with a view to the successful prosecution of such case; and it is further

RESOLVED, that in connection with the conduct of the business and affairs of the Company and the LLC Subsidiaries during the Chapter 11 Case, any Authorized Person be, and hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to negotiate, execute, deliver, enter into, file and/or record any and all of the agreements, instruments, motions, certifications, applications, consents, assignments, and other documents referenced herein and such other agreements, instruments, applications, consents, assignments, and other documents as may be or become required or as such Authorized Person deems appropriate or advisable, and to perform or cause the performance thereof, with the execution, delivery, certification, filing, or recording thereof to constitute evidence of such approval, and to take such other actions as, in such Authorized Person's judgment, shall be or become necessary, appropriate, proper, or desirable or to effectuate the resolutions adopted and matters ratified or approved herein, the consummation of the transactions contemplated hereby, and a successful reorganization of the Company and the LLC Subsidiaries; and it is further

RESOLVED, that in connection with the Chapter 11 Case, each Authorized Person be, and each hereby is, authorized and empowered on behalf and in the name of the Company, to negotiate, execute, deliver, and perform or cause the performance of 0) a debtor-inpossession credit agreement between the Company, the LLC Subsidiaries and any pertinent affiliates as borrowers or guarantors on the terms and for such amounts as any Authorized Person deems appropriate (collectively, the "Credit Agreements"), (ii) any and all agreements or instruments on behalf of the Company, the LLC Subsidiaries and any pertinent affiliates (including, in connection therewith, such notes, security agreements, pledge agreements, mortgages, guarantees, fee letters, bailee letters, collateral access agreements, deposit account control agreements, securities account control agreements, and other agreements or instruments on behalf of the Company, the LLC Subsidiaries and any pertinent affiliates (such other agreements and instruments together with the Credit Agreements being referred to collectively as the "Financing Documents"» necessary or advisable in order to consummate the transactions contemplated under the Financing Documents, the performance of the Company and the LLC

US_ACTIVE:143503531 10 1127258.0004

2

Subsidiaries' obligations and grant of security interest contemplated thereby and the guaranty of the obligations thereunder, with such changes to the Financing Documents or additions thereto as the Authorized Person executing the same shall approve as being necessary or desirable, such approval to be evidenced by such execution and (iii) any and all amendments, supplements and changes to the Financing Documents as any such Authorized Person executing the same may consider necessary, proper or desirable, such determination to be evidenced by such execution; and it is further

RESOLVED, that in connection with the Chapter 11 Case, (a) the Board authorizes and approves (i) the execution, delivery and performance of.a Plan Support Agreement (the "Plan Support Agreement"), substantially on the terms of the draft Plan Support Agreement which have been described to the Board and with such changes thereto as the Authorized Person executing the same shall approve, and (ii) any transactions effected or to be effected pursuant to the terms and provisions of the Plan Support Agreement; and (b) any Authorized Person be, and hereby is, authorized and empowered, in the name and on behalf of the Company, to negotiate, execute, deliver, and perform or cause the performance of the Plan Support Agreement, as such Authorized Person executing the same considers necessary, appropriate, proper, or desirable to effectuate the transactions contemplated by the Plan Support Agreement and other arrangements necessary, appropriate, proper, or desirable in the interests of the Company and the LLC Subsidiaries in connection with the Chapter 11 Case, such determination to be conclusively evidenced by such execution or taking of such action; and it is further

RESOLVED, that any Authorized Person be, and hereby is, authorized, empowered, and directed in the name and on behalf of the Company, to execute such consents of the Company and the LLC Subsidiaries as such Authorized Person considers necessary, appropriate, proper, or desirable to effectuate these resolutions, such determination to be conclusively evidenced by such execution or taking of such action; and it is further

RESOLVED, that any and all past actions heretofore taken or caused to be taken by any Authorized Person or member of the Board in the name and on behalf of the Company that would be permitted to be taken by the preceding resolutions if such resolutions had been adopted before the time such actions were taken or caused to be taken, and the same are hereby ratified, approved, confirmed, and adopted in all respects.

US_ACTlVE:14350353I 10 1 127258.0004

3

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x

In re

Chapter 11

BLOCKBUSTER INC.,

Case No. 10- ( )

(Joint Administration Requested)

Debtor.

---------------------------------------------------------------x

CONSOLIDATED LIST OF 50 LARGEST UNSECURED CLAIMS

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

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

US_AcnVE:143503531 10 1 127258.0004

THE BANK OF NEW YORK Attn: Patrick T. Giordano,
MELLON, AS INDENTURE Vice President
TRUSTEE
Bond Debt Unliquidated $315,121,589.67
600 N. Pearl Street
Suite 420 Tel: (214) 922-4408
Dallas, TX 75201 Fax: 214 922-4455
TWENTIETH CENTURY FOX Attn: AI Leonard, Sr. VP
HOME ENTERTAINMENT Credit and Collections
Trade Payable - Unliquidated $21,603,028.71
2121 Avenue of the Stars, Studio
11th FL Tel: (310) 369-7289
LosA CA 90067 Fax: 369-3318
WARNER HOME VIDEO INC Attn: Rohit Patel, VP
Credit & Collections Trade Payable -
4000 Warner Blvd., Unliquidated $18,967,976.91
Bldg 168 Tel: (818) 977-6086 Studio
Burbank, CA 91522 Fax: (212) 954-7667
SONY PICTURES HOME Attn: Michael Schillo, VP
ENTERTAINMENT Credit & Customer Finance
Trade Payable - Unliquidated $13,301,107.55
10202 West Washington Studio
Blvd Tel: (310) 244-8596
Culver CA 90232 Fax: 10) 244-0188
THE WALT DISNEY Attn: Chuck Moore,
COMPANY Corporate Credit &
Collections Trade Payable - Unliquidated $8,577,973.72
Studio
500 S. Buena Vista St Tel: (818) 553-7713
Bu CA 91521 Fax: 560-1765
UNIVERSAL STUDIOS Attn: Craig Kornblau,
HOME ENTERTAINMENT President Trade Payable -
Unliquidated $8,286,890.21
100 Universal City Plaza Tel: (818) 777-1000 Studio
Universal City, CA 91608 Fax: (818) 866-3330 All claims are subject to customary offsets, rebates, discounts, reconciliations, credits, and adjustments, which are not reflected on this Schedule.

US_ALIIVE:\43503531 \0 1127258.0004

LIONS GATE Attn: Wayne Levin,
General Counsel Trade Payable -
2700 Colorado Avenue, Unliquidated $7,908,719.95
Suite 200 Tel: (310) 449-9200 Studio
Santa Monica, CA 90404 Fax: (3 255-3870
COGNIZANT TECHNOLOGY Attn: Francisco D'Souza,
SOLUTIONS President & CEO
Trade Payable $3,071,262.00
500 Frank W. Burr Blvd. Tel: (201) 801-0233
Teaneck, NJ 07666 Fax: 8010243
SUMMIT ENTERTAINMENT Attn: Stephen Nickerson,
President Trade Payable -
1601 Cloverfield Blvd. Unliquidated $3,003,223.35
Suite 200 South Tower Tel: (310) 255-3070 Studio
Santa Monica CA 90404 Fax: 255-3005
STARZ MEDIA Attn: Robert B. Clasen,
ANCHOR BAY CEO & President
ENTERTAINMENT Trade Payable -
Unliquidated $2,794,868.16
2950 N. Hollywood Way Studio
3rd Floor Tel: (818) 748-4000
Burban CA 91505 Fax: 748-4601
AT&T Attn: James W. Callaway,
SEVP Executive Operations
Trade Payable $2,732,933.13
208 S. Akard St. Tel: (800) 288-7455
Dallas, TX 75202 Fax: 331-9896
INTEGRATED PROCESS Attn: Jim Reavey, CEO
TECHNOLOGIES
10 Columbus Blvd. Trade Payable $1,987,339.22
4th Floor Tel: (860) 466-7400
Hartford CT 06106 Fax: 466-7401
E1 ENTERTAINMENT US LP Attn: Michael Koch, CEO
22 Harbor Park Drive Trade Payable - Unliquidated $1,849,466.34
Port Washington, NY Tel: (516) 484-1000 Studio
11050 Fax: (516) 484-4746 US_ALIIVE:\4350353 1\01 \27258.0004

2

DEVELOPERS DIVERSIFIED Attn: Daniel B. Hurwitz, Trade Payable -
REALTY CORP President & CEO
Rent; Lease Unliquidated $1,245,523.67
Termination
3300 Enterprise Parkway Tel: ( 216) 755-5500 Agreement
Beachwood, OH 44122 Fax: 755-1500
COMPUCOM SYSTEMS INC Attn: James W. Dixon,
President and CEO
Trade Payable $1,180,613.27
7171 Forest Ln. Tel: (972) 856-3600
Dallas TX 75230-2306 Fax: 972 265-5395
HUGHES ELECTRONICS Attn: Pradman P. Kaul,
CORP President & CEO
Trade Payable $1,049,332.20
11717 Exploration Lane Tel: (301) 428-5500
Germantown, MD 20876 Fax: 428-1868
MAGNOLIA PICTURES LLC Attn: William S. Banowsky
Jr., CEO
Trade Payable - Unliquidated $832,413.50
Studio
2222 S Barrington Ave Tel: (386) 760-8224
Los les, CA 90064 Fax: (212) 924-6742
SITEL OPERATING CORP Attn: David E Garner,
President, CEO and Director
3102 West End Ave. Trade Payable $768,190.67
Ste 1000 Tel: (615) 301-7100
Nashville TN 37203 Fax: 301-7150
COCA-COLA ENTERPRISES Attn: John F. Brock, CEO
Trade Payable Unliquidated $703,412.31
2500 Windy Ridge Parkway Tel: (770) 989-3000
Atlanta, GA 30339 Fax: 989-3790
PHASE 4 FILM (USA), LLC Attn: Berry Meyerowitz,
President
1867 Yonge Street Trade Payable - Unliquidated $698,483.41
Suite 650 Studio
Toronto, ON M4S 1 Y5 Tel: (416) 783-8383
Canada Fax: 783-8384 US_ACfIVE:\43503531 \0 1127258.0004

3

STEWART TENANTS CORP. Attn: Erin Hussein,
Property Manager Lease
C/O Douglas Elliman Termination Unliquidated $518,148.00
Property Management Agreement
655 Third Ave. Tel: (212) 692-8337
New Yo NY 10017 Fax: 692-8449
IFC (RAINBOW MEDIA Attn: Thomas C. Dolan, CEO
ENTERPRISES) Trade Payable -
Unliquidated $464,509.85
11 Penn Plaza, 18th Floor Tel: (646) 273-7190 Studio
New York, NY 10001 Fax: (646) 273-7250
TECHNIMARK INC Attn: Donald Wellington,
President
Trade Payable Unliquidated $453,404.88
180 Commerce Place Tel: (336) 498-4171
Asheboro, NC 27203 Fax: 498-7752
IBM CORPORATION Attn: Samuel J Palmisano,
Chairman, President and
CEO Trade Payable $434,021.32
New Orchard Rd Tel: (507) 253-1198
Armonk NY 10504 Fax: 765-7382
VIACOM Attn: Michael D. Fricklas,
General Counsel Unliquidated
Contract Claim $405,543.00
1515 Broadway Tel: (212) 258-6000 Contingent
New York, NY 10036 Fax: (212 258-6464
REDPRAIRIE CORP Attn: Michael Mayoras, CEO
Trade Payable $394,770.15
20700 Swenson Drive Tel: (877) 733-7724
Waukesha, WI 53186 Fax: 317-2001
BELL, MARY Attn: Bell, Mary
8626 Inwood Road Severance $363,456.00
Dallas, TX 75209 Tel: 237-4715 US_ACTIVE:\43503531 \01 \27258.0004

4

REGENCY CENTERS LP Attn: Bruce M. Johnson,
Executive Vice President &
CFO Trade Payable - Unliquidated $345,396.75
1 Independent Drive # 114 Rent
Jacksonville, FL 32202- Tel: (904) 598-7000
5005 Fax: (904) 634-3428
ACXIOM CORPORATION Attn: John A. Meyer,
President, CEO, and Director
Trade Payable $326,016.98
601 E. 3rd St Tel: (501) 342-1000
Little AR 72201 Fax: 342-3913
MERKLE INC Attn: David Williams, CEO
7001 Columbia Trade Payable Unliquidated $318,154.75
Gateway Dr. Tel: (443) 542-4000
Columbia, MD 21046 Fax: 459-8431
TALEO CORPORATION Attn: Michael Gregoire,
President & CEO
Trade Payable $312,631.28
4140 Dublin Blvd, Ste 400 Tel: (925) 452-3000
Dublin, CA 94568 Fax: 452-3001
PARTNERSHIP Attn: Michael Waters,
MARKETING, INC. President
Trade Payable $302,139.86
14360 Sommerville CT. Tel: (804) 379-2109
Midlothian, VA 23113 Fax: 897-8935
VIVA PICTURES LLC Attn: Victor Elizalde,
President Trade Payable -
$300,087.20
1539 Westwood Blvd. Studio
Los Angeles, CA 90024 Tel: 709-1175
BIC MANAGEMENT CORP. Attn: John Breder,
Principal Manager
Lease
C/O Breder Management Termination Unliquidated $300,000.00
Corporation Agreement
9861 SW 184 Street Tel: (305) 251-1520
Miami, FL 33157 Fax: 251-3809 US_ACTIVE:\43503531 101127258.0004

5

CIRCLE.COM Attn: Clive Maclean, CEO
Trade Payable $300,000.00
4490 Cox Road
Glen AI VA 23060 Tel: 968-7400
FIRST LOOK (MILLENNIUM Attn: Bill Lee, CEO
MEDIA SERVICES)
Trade Payable - Unliquidated $297,940.08
2000 Avenue of the Stars, Studio
Suite 410 Tel: (424) 202-5000
Los A les, CA 90067 Fax: 424 202-5001
IMAGE ENTERTAINMENT Attn: Michael Bayer,
INC General Counsel
Trade Payable - Unliquidated $264,193.34
20525 Nordhoff Street, Studio
Suite 200 Tel: (818) 407-9100
Chatsworth, CA 91311 Fax: 818 407-9331
FRITO-LAY INC Attn: Marc Kesselman,
VP & General Counsel
Trade Payable Unliquidated $263,797.80
7701 Legacy Drive Tel: (972) 334-7000
Plano TX 75024-4002 Fax: 334-2019
BROADRIDGE INVESTOR Attn: Richard J. Daly, CEO
COMMUNICATION
SOLUTIONS INC Trade Payable $254,450.59
1981 Marcus Avenue Tel: (516) 472-5400
Lake Success, NY 11042 Fax: 714-3506
MOELIS & COMPANY LLC Attn: Kenneth D. Moelis,
CEO
Trade Payable $254,050.02
399 Park Avenue Floor 5 Tel: (212) 880-7300
New York, NY 10022-4416 Fax: 880-4260
NCR CORPORATION Attn: Bill Nuti, CEO
Trade Payable Unliquidated $216,793.50
3097 Satellite Boulevard Tel: (937) 445-1936
Duluth, GA 30096-5810 Fax: (937) 445-5541 US_ALiIVE:\43503531 \01 127258.0004

6

KRUMHOLZ, STEPHEN

5951 County Road, # 3803 Murchiso TX 75778

Attn: Stephen Krumholz

Tel: 469-3148

Severance

Unliquidated

$199,765.12

LEE, BILL

4529 N. Versailles Avenue Dallas, TX 75205

Attn: Bill Lee

Tel: 520-0686

Severance

$190,388.00

AUTRONIC PLASTICS INC

29 New York Avenue Westbu NY 11590

Attn: Michael Lax, President and CEO

Tel: (516) 333-7577 Fax: 516 333-7695

Trade Payable

$178,106.00

GENCORP TECHNOLOGIES INC

12770 Merit Drive # 100 Dalla TX 75251-1267

Attn: Rob Borrego, President &CEO

Tel: (972) 692-0010 Fax: 692-0019

Trade Payable

$176,040.00

AKAMAI TECHNOLOGIES INC

8 Cambridge Center

Cambrid MA 02142

Attn: Paul L. Sagan, President & CEO

Tel: (617) 444-3000 Fax: 444-3001

Trade Payable

$171,955.14

STARRED CITY ASSOCIATES

C/O Grenadier Reality Corp 1230 Pennsylvania Ave. Brooklyn, NY 11239

Attn: Patricia Ferretti, Director of Commercial Leasing

Tel: (718) 240-4175 Fax: 942-2631

Trade Payable - Rent

$170,554.33

FRANK N MAGID ASSOCIATES INC

1775 Broadway Ste 1401 New York, NY 10019-1903

Attn: Frank Magid, Owner

Phone: (212) 262-4210 Fax: 212 262-4210

Trade Payable

$166,539.97

usxcrrv E:\43503531 \0 1 \27258.0004

7

MAYA ENTERTAINMENT Attn: Jeffrey Gonzalez, COO
GROUP INC &CFO
Trade Payable - Unliquidated $164,578.43
1201 W 5th Street # T210 Studio
Los Angeles, CA 90017-
2081 Tel: (213) 542-4420
GENIUS PRODUCTS Attn: Matthew Smith, Senior
Vice President
Trade Payable - Unliquidated $162,203.85
3301 Exposition Blvd., Studio
Suite 100 Tel: (310) 401-2200
Santa Monica, CA 90404 Fax: 310 401-2201 US_ACTIVE:\43503531 \0 1 \27258.0004

8

DECLARATION CONCERNING CONSOLIDATED

LIST OF CREDITORS HOLDING 50 LARGEST UNSECURED CLAIMS

I, the undersigned authorized officer of the debtor in this case, declare under penalty of perjury that I have reviewed the foregoing Consolidated List of Creditors Holding 50 Largest Unsecured Claims and that the list is true and correct to the best of my information and belief.

B" Ro¥erick J. McDonald

Titl~-We President, General Counsel, and Secretary of Blockbuster Inc.

DECLARA TlON CONCERNING TOP 50 CREDITORS OF BLOCKBUSTER INC.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x

In re

Chapter 11

BLOCKBUSTER INC.,

Case No. 10- ( __ )

(Joint Administration Requested)

Debtor.

---------------------------------------------------------------x

LIST OF CREDITORS I

Contemporaneously herewith, the above-captioned debtor and its affiliated debtors and debtors in possession (collectively, the "Debtors,,)2 have filed a motion requesting a waiver of the requirement for filing a list of creditors pursuant to sections 105(a), 342(a), and 521(a)(1) of title 11 of the United States Code, Rules 1007(a)(I) and 2002(a), (f), and (1) of the Federal Rules of Bankruptcy Procedure, Rule 1007-1 of the Local Bankruptcy Rules for the Southern District of New York, and General Orders 1-133, M-137, M-138, and M-192 of the United States Bankruptcy Court for the Southern District of New York. The Debtors propose to furnish their lists of creditors to the proposed noticing and claims agent. The Debtors have consulted with and received the approval of the Clerk of this Court to implement the foregoing procedures.

The list of creditors will contain only those creditors whose names and addresses were maintained in the Debtors' consolidated database or were otherwise ascertainable by the Debtors prior to the commencement of these cases. The schedules of liabilities to be filed subsequently should be consulted for a list of the Debtors' creditors that is comprehensive and current as of the date of the commencement of these cases.

The information contained herein shall not constitute an admission of liability by, nor is it binding on, the Debtors.

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

DECLARATION CONCERNING TOP 50 CREDITORS OF BLOCKBUSTER INC.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x

In re

Chapter 11

BLOCKBUSTER INC., et al.,l

Case No. 10- __ (_)

(Joint Administration Requested)

Debtors.

---------------------------------------------------------------x

CORPORATE OWNERSHIP STATEMENT

Pursuant to Rules 1007(a) and 7007.1 of the Federal Rules of Bankruptcy

Procedure and Rule 1007-3 of the Local Bankruptcy Rules for the Southern District of New

York and to enable the Judges to evaluate possible disqualifications or recusals, on behalf of

Blockbuster Digital Technologies Inc., its parent Blockbuster Inc. and their debtor affiliates, as

debtors and debtors in possession (collectively, the "Debtors"), the undersigned authorized

officer certifies the following:

A. Ownership of the Debtors' Equity Interests

I. Blockbuster Inc. owns 100% of the equity interests in the following Debtor affiliates:

1. Blockbuster Video Italy, Inc.

2. Blockbuster Canada Inc.

3. Blockbuster International Spain Inc.

4. Blockbuster Investments LLC

The Debtors, together with the last four digits of each Debtor's federal tax identification number, are:

Blockbuster Inc. (5102); Blockbuster Canada Inc. (1269); Blockbuster Digital Technologies Inc. (9222); Blockbuster Distribution, Inc. (0610); Blockbuster Gift Card, Inc. (1855); Blockbuster Global Services Inc. (3019); Blockbuster International Spain Inc. (7615); Blockbuster Investments LLC (6313); Blockbuster Procurement LP (2546); Blockbuster Video Italy, Inc (5068); Movielink, LLC (5575); Trading Zone Inc. (8588); and B2 LLC (5219).

US_ACTIVE:14350353 I 10 I 127258.0004

5. Blockbuster Global Services Inc.

6. Blockbuster Gift Card, Inc.

7. Trading Zone Inc

8. Blockbuster Distribution, Inc.

9. Blockbuster Digital Technologies Inc.

10. B2 LLC

11. Movielink, LLC

II. Blockbuster Inc. owns 1 % of the equity interests in the following Debtor affiliates:

1. Blockbuster Procurement LP. Remainder held by Blockbuster Distribution Inc.

B. The Debtors' Ownership of Equity Securities, Partnership Interests, and Joint Venture Interest.

1. No Debtor directly or indirectly owns 10% or more of any class of equity interests in any corporation whose securities are publicly traded.

President, General Counsel, and Secretary of Blockbuster Inc.

US_ACTIVE:14350353I 101127258.0004