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iN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:

Deb Stores Holdings LLC et al.,l Debtors..

Chapter 11

Case No.: 14-12676 (KG) (Jointly Administered)

Objection Deadline: December 11, 2015 at 4:00 p.m.

Hearing Date: To be scheduled if necessary

SEVENTH MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF E~PEleTSES OF

PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM JUNE 1, 2015 THROUGH JUNE 30, 2015

Name of Applicant: Pachulski Stang Ziehl &Jones LLP Authorized to Provide Professional Services

Debtors and Debtors in Possession to:

Date of Retention: Effective nunc pNo tunc to December 4, 2014 by order signed on or about January 6, 2015

Period for which Compensation and

June 1, 2015 through June 30, 2015 Reimbursement is Sought:

Amount of Compensation Sought as Actual,

X64,383.50 Reasonable and Necessary:

Amount of Expense Reimbursement Sought

~ 5,132.75 as Actual, Reasonable and Necessary:

This is a: x monthly interim final application.

The total time expended for fee application preparation is approximately 3.0 hours and the corresponding compensation requested is approximately $1,000.00.

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

Holding LLC (4407), Deb Stores Holding lI LLC (4755), Deb Shops SDP Inc. (4120), Deb Shops SDIH Inc. (4113), Deb Shops SD Inc. (8806), Deb Shops SDE LLC (4077), Deb Shops SDW LLC (4065), Deb Shops SDE-Commerce LLC (0926), and Deb Shops SDFMC LLC (8842). The location of the Debtors' headquarters and the service address for each of the Debtors is 9401. Blue Grass Road, Philadelphia, PA 19114.

DOCS DE203308.217794/001

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I'I2.~C1I~ AY~YL~CA'I'I~lelS FTL~I)

~3ate `

~`~ec~

06/09/15 07/06/15

~. ~eri~c~ Cover~r~

12/OA~/14 - 12/31/14 Ol/O]/15 ~- 01/31/15

e€~~a~~#eci

~~es

$500,985.50

~ $344,634.75

-Jf~ec~u~s~~c~

~~ ems

$83,404.23

$29,201.03

~.~Sr~~Jed

~+'ee~

$400,7$8.40

$275,707.$Q

~~~rc~veci

~~ ~~nse~

$83,4Q4.23

$29,201.03 p7/09/15 02/Q1/15--Q2/28/lS X213,3$1.50 $2`7,226.Q0 $170,705.20

~$1b0,449.20 ~

$27,226.OQ 0$/18/15 03/01/15 -- 03/31/15 $200,561.50 ~ $20,243.01 $2~,243.Q1 11/OS/1S 04/41/15 -~ Q4/30/15 $132,138.09 $ .8,328.27 Pending ~~Pendin 11/17/15 OS/Ol/1S - 05/31/15 $102,725.00 $ 9,290.97 Pending Pending

I'SZ3zJ PROFESSIONALS

~I~ ~ ~f `ra~fessifl~~~~ Prasit ors cif tie ~~~~~~ic~n~, --__., T

I- ~~rl~r `~'~t~~ T~t~~~

F..~.._.,

~I1t~1YIC~U~~~ ~!T(tItl~l@2' ~~ ~C~i"4 Iil ~~1~~ ~`l~~iil ~~{3i1T'S ~Di23~{:tlS`a' f1Uli'

~~[~Sl~It1I1~ ~2'lOf ~'~t.~~'i~'~I2~ ~~r'l~~." ~i`i~~~~t~

.~~~3~~'1~ItC~, '~tr~~l' t}~ ~)~'l~~lI➢iil~ ~IT~E;~Ytt~l22~

~.~C~22~~ ~€1 ~~i'F~C~ICti f~3't~t tl~' ~~2<1i3~~S}

_~__._.,...,.._ _---.---.— ~?.Z~3E~'~iS~_____~_____ ____.___._..__.~--- -_ ...--- __._~...W.

Laura Davis Jones Partner 2000; Joined Firm 2000; $1,025.00 3.30 $ 3,38 .50 Member Uf DI; Bar since 1986

David'M. Bertenthal Partner 191)9; Member of CA Bar ~ 87S.OQ 12.80 ~~11,20(~.00 since 1983

David J. Barton T Partner 2000; Member of CA Bar, $ 875.Q0 5.~0 $ 4,725.0 since 1981

Bradford J. Sandler ^ ~'artner 2010; Member of PA and $ 825.00 T~0.20 ~ $ 1E5.00 NJ Bars since 1996; Member of

NY Bar since 2008; Member of DE far since 2001

Steven J. Kahn Of Counse12001; Member of CA $ 825.00 2.60 $ 2,145.00 Bar since 1977

Maxim B, Litvak Partner 2004; Member of TX Bar $ 795.00 1.10 T$ 874.50 since l 997; Member of CA Bar

since 2001

3oshua M. fried ~ Part~~er 2006; Member of CA Bar $ .750.00 16.90 ~$12,675:00 since 1995; Member of NY Bar

since 1999

Victoria A.~Ne~~mark Of Counsel 2008; I1~lember of CA $ 750.00~2.9~ $ 2,175,00 Bar since 1996

William L. Ramseyer of Counsel 1989; Member of ~A $ 650.00 7.90 $ 5,135.00 Bar since 1980

I)OCS DL:2033U8.2 17794/001 ~

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~IT{~I~'If~~l'c~~ l~til~Ili}JCI' 4?~ ~G~I'S II2 ~~2c7~ ~31~~IT1~ ~(ltlT`5 ~()TII~}CIISi~~10I1

~OSI~IQIty ~2'i01' ~eE'~E'~'zlIl~ ~d~S~ ~`r~~~Gt~

~i~.1~}eI'IE71Ci„~ ~E'tT' ()~ ~~~~ilIllllb €II1C.~U[~tilb

~.,icet~se to Pt'r~ctiie, t~r'e.r~ ~f +Ch~t~~es~

- —~~~crtise

Colin R. Robinson Of Counse12013; Member of NJ $ 650.QQ 16.50 $1Q,72S.OQ and PA Bars since 2001; I~,~Iember

of ICE ~3ar since 2010

Peter J. Kea~ie ~ ~ 1lssociata 201Q; Member of I'A $ 525.Q0 11.OQ $ 5,775.Oq Bar since 20Q8? Men~b~r of D~

and NI-I Bar since 2010

Leslie ~. ~{o~~rester Law Libra~Directot~ 2003~~ _~_ $ 325,00

~

(?.5Q $~ 162.SQ Patricia J. Jeffries Parale al 1999 _ _~_ __ $ 305.OQ 9,20 ~$ 61.(?0

Margaret I,. 1VIcCree~ Paralegal 2007 _ $ 305.UQ 12.5Q

~

~ 3,~12.SQ Cheryl A. Knotts

_______~__----

Paralega12000 $ 295.00 1.9U $ _ 560.50

~~

Sheryle L. Pitman Case Management Assistant 2UU1 $ 225.00 1.Q0 $ 22S.OG Charles J. Bouzoukis Case Management Assistant 2001 $ 225.00 1.10 $ 247.50 Beatrice M. Kaveleski Case Management Assistant 2009 $ 225.QQ 1.50 $ 337.50

~ra~d'Tot~l: ~64,383.~0 '~"otallC~t~ars: ~~3,30

~3tencieci hate: ~ fi4~.37

I70CS I~Ei';203308,217794/001 3

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~~31V~~EI~tSl~r~'IOI~1 I~1' CA'I'IEGC)~Y

~_~'~c~j~~~gate c~ri~~ .~

~~~I ~_Ic~~~r~ _~'~'~t~~l ~e€~~

Asset Disposition _ ___~_W__ _._....__ __T 1.10 _______~ $ $5S.OU

Bankruptcy Litigation_«_—.~___________ 38.~Q $26,732.50

Case Administration

~__~~__

8.$0 ._.._._.

$ 2,663.00

Claims Admin./Objections ~__ 15.80 _~~~~$11,342.50

Carn~ensation of Professional _~~~__

~_ ~

~____~__ 10.80

~

$ 6,310.50

Compensation of Prof./Others ____ 0.60 W_ $ 227.00

Employee ~3enefit/Pension

___~

0.2Q $ 130.00

Executory Contracts _ ~~~ _~_~ `__~ 4.90 __ $ 2,848.50

rinancial Filings 1.50 $ 611.50

General Business Advice ~~ 6.20 $ S,54S.00

Lit~tion (Non-Bankz~zptcy) ~~ ~. ~ 0.20 $ l 75.Q0

Retention of Prof./Others _~ __ ~

~~

L___ __ 1 Q.70 _ ~$ 6,943.00

EXPE1°1SE SUM~IAgdY

~' ?~~3LT15~' ~~~f~~;C?i"4` ~i~~'4`# £; P~'tl~'I£~4:~'"' t~ f1 3~7~7~~~3~G'~

-

~~€l~Et

~.?C E'iIS~~;

131oomber~ $ I'LO.QO

Conference Call ~

_-- _T_ __

A'r&~' Conference Call R ~ ~ $ 3.7.5 Delivery/Courier Service D~ital I,e ~a~l _ ~~ ~~~ ~

~

_ $1,3Q2.88

Express Mail Federal Express~_~_~~ _ __ _~ $ 47.72

Fax Transmittal Outgoing only `_ $1,78.00

Court Research

__

Pacer

--v

$ 65.30

Pasta e US Mail -- -~- — v- $- 591.40

Reproduction Expense ~^ ~ T ~ $ 996.10

1Zepraduction/ Scan Copy

____`~

_ _ _~_~ $ 149.20

Transcript_.-- -- _ Escribers ._._._.,_ -- _..______~._ _ ~ 67.90

ZPSZ&J may use one or mare service providers. ~l'he service providers identified herein below are the primacy service p~•oviders for the categories described.

nOCS 1?E:203308.2 17194/001 4

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11

Deb Stores Holdings LLC et al.,l ) Case No.: 14-12676 (KG) (Jointly Administered) Debtors.

Objection Deadline: December ll, 2015 at 4:00 p.m.

Hearing Date: To be scheduled if necessary

SEVENTH MONTHLY APPLICATION FOR COMPENSATION AI~iD REIMI3UR~EME1o1T OF EXPENSES OF

PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION

FOR THE PERIOD FROM JUNE 1, 2015 THROUGH JUNE 30, 2015 Pursuant to sections 330 and 3.31 of Title 11 of the United States Code (the

"Bankruptcy Code") and Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the "Bankruptcy Rules"), and the "Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals," signed on or about January 6, 2015

("Administrative Order"), Pachulski Stang Ziehl &Jones LLP ("PSZ&J" or the "Firm"), Counsel for the Debtors and Debtors in Possession, hereby submits its Seventh Monthly Application for Compensation and for Reimbursement of Expenses for the Period from June 1, 2015 through June 30, 2015 (the "Application").

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

Holding LLC (4407), Deb Stores Holding II LLC (4755), Deb Shops SDP Inc. (4120), Deb Shops SDIH Inc. (4113), Deb Shops SD Inc. (8806), Deb Shops SDE LLC (4077), Deb Shops SDW LLC (4065), Deb Shops SDE-Commerce LLC (0926), and Deb Shops SDFMC LLC (8842). The location of the Debtors' headquarters and the service address for each of the Debtors is 9401 Blue Grass Road, Philadelphia, PA 19114.

DOCS DE:203308.217794/001

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By this Application PSZ&J seeks a monthly interim allowance of compensation in the amount of $64,383.5.0 and actual and necessary expenses in the amount of $5,132.75 for a fatal allowance of $69,516.25 and payment of $51,506.80 (80% of the allowed fees) and

reimbursement of $5,132.75 (1p0% of the allowed expenses) for a total payment of $56,639.55 for the period -June 1, 2015 through June 30, 2015 (the "Interim Period"). In support of this Application, PS7&J respectfully represents as follows:

Background

1. On December 4, 2014 (the "Petition Date"), the Debtors filed voluntary petitions fox relief under chapter 11 of the Bankruptcy Code. The Debtors continued in

possession of their property and continued to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. A Committee of Unsecured Creditors (the "Committee") was appointed in these cases by the United States Trustee on December 16, 2014. No trustee or examiner has been appointed in the Debtors' chapter 11 cases.

2. 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).

3. On or about January 6,.2015, the Court signed the Administrative Order, authorizing. certain professionals ("Professionals") to submit monthly applications far interim compensation and reimbursement for expenses, pursuant to the procedures specified therein.

The Administrative Order provides, among other things, that a Professional may submit monthly fee applications. If no objections are made within twenty-one (21) days after service of the

noes ne:zo3sos.a i~~9aiooi 2

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monthly fee application the Debtors axe authorized to pay the Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the requested expenses. ~3eginning with the period ending; February 28, 2015, at three-month intervals or such other intervals convenient to the Court, each of the Professionals shall file and serve an inierim appiicati~n for allowance of the aznaunts sought in its monthly fee applications for that ~eriad. All Fees and expenses paid are on an interim basis until final allowance by the Court.

4. The retention of PS7,&J, as counsel fc~r the Debtors a~~d Debiars in Possession, was approved effective as of December 4, 2014 by this Court's "Order Pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Local Rule 20.14-1 Authorizing the Employment and Retention of Pachulski Stang Ziehl &

Jones LLP as Counsel for the 1~ebtors and Debtors in Possession Nunc Pro Tune to the Petition Date", signed on or abau~t January 6, 201 S (the "Retention Order"). The Retention Order authorized PSZ&1 to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of=pocket expenses.

PSZc&J's APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Conipens~fioii Paid ~nc~ Its source

S. All services For which PSI&J requests compensation were performed for or on behalf of the Debtors.

6. PSL&J has received no payment and no promises far payment from any source other than the Debtors for services rendered or to be rendered in any capacity wh~tsoevez•

in connection with the matters covered by this Application. There is no agreement or

[)OCS D[.;203308.217794/001

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understanding between PSZ&J and any other person other than the partners of PSL&J fog the sharing of compensation fo be received fc~r services rendered in-these cases. PSZ&J has received payments from the Debtors during the year prior to the Petition Date zn the amount of

$55Q,OUQ.00, including the Ilebtars' filing fees for these cases, in connection ~~vith lh~

preparation of initial do~;uments and its prepetition representation of the L)ebtors. Upon final reconciliatign ai'tlle amount actually expended ~repctit~an; any b~iance remaining frc~a~n the pre~etition payments to PS7&J was be credited to the I~ebtars and utilized as PSZ&.T's retainer to apply to p~st~etition tees and expenses pursuant to the com~ensatian procedures approved by this C;aurt.

~e~ ~$c~tC232QTItS

7. The fee statements far the Interim period are attached hereto as Exhibit A.

These statements contain daily time logs describing the time spent by each attorney and

~araprafessional during the Interim period. 'I'o the best of PSZ&.J's knowledge, this Application complies with sections 330 and 331 of the Bankruptcy Code and the Bankruptcy Rules.

PS7~4cJ's time ~•eports are initially handwritten by the attorney or paralegal performing the described services. The time reports ire organized on a daily basis. PSI&J is ~articulaxly sensitive to issues of "lumping" and, unless time was spent in one time frame on a variety of different matters for a particular client, separate tirr~e entries are set forth in the time reports.

PS78~J's charges for its professional services are based upon the time, nature, extent and value of such services and the cost of comparable services other than in: a case under the ~3ankruptcy Code. PSI&J has reduced its charges related to any non-working "travel time" to fifty percant

DOGS DE:203308.217794/OG1 4

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(50%) of 1'S7_.~T's standard hourly rate, rl v the extent it is feasibly, P~7&J professionals atterr~pt to work during travel.

Actual and l~ecessarti~ ~xpepases

8. A summary of actual and necessary expenses incurred by PSZ&J fax the Interim period is attached hereto as part of Exhibit A. PSZ&J customarily charges $x.10 per page for photocopying expenses related to cases, such as these, arising ia1 Delaware. PS78~J's photocopying machines automatically record the number of copies made when the person that is doing the copying enters the client's account number into a device attached to the photocopier.

PSI&J summarizes each client's photocopying charges an a daily basis.

9. PS7&J charges $1.00 per page far aut-going facsimile transmissions.

There is no additional charge for long distance telephone calls on faxes. The charge for outgoing facsimile transmissions reflects PSZ&J's calculation of the actual costs incu~~red by I'57.,&J for the machines, supplies and extra labor expenses associated with sending telecopies and is reasonably in relation to the amount charged by outside vendors who provide similar services.

PSZ&J does .not charge the Debtors for the receipt of faxes in these cases.

10. V~Iith respect to providers of on-line legal research services (e.~., LF,XIS and WF,STLAW), PSZ&J charges the standard usage rates these providers charge for

computerized legal research. PSZ&J bills its clients the actual amounts charged by such

services, with no premium. Any volume discount received by ~'SL&J is passed on to the client.

11. PSZ&J believes the foregoing rates are the market rates that the majority of law firms charge clients for such services. In addition, PS7_,&J believes that such charges are

rocs Dr::ao3~oa.z i~7yaioo~ 5

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in accordance with the American Bar Association's ("ABA") guidelines, as set forth in the ABA's Statement of Principles, dated January 12, 1995, regarding billing far disbursements and other charges.

Sumi~~ary of Services 12endered

12. The names of the partners and associates of PS7&J who have rendered professional seruices in these cases during the Interim period, and the paralegals and case management assistants of PSZ&J who provided services to these attorneys during the Interim period, are set firth in the attached Exhibit A.

13. PSZ&J, by and through such persons, has prepared and assisted in the preparation of various motions and orders submitted to the Court for consideration, advised the Debtors on a regular basis with respect to various mattexs in connection with the Debtors' bankruptcy cases, and performed all necessary professional services which are described and narrated in detail below. PSZ&J's efforts have been extensive due to the size and complexity of the Debtors' bankruptcy cases.

Summary of Services by Project

14. The services rendered by PSZ&J during the Interim period can be grouped into the categories set forth below. PSZ&J attempted to place the services provided in the category that best relates to such services. However, because certain services may relate tU one or snore categories, services pertaining to one category may in fact be included in another category,. These services performed, by categories, are generally described below, with a more detailed identification of the actual services provided set forth on the attached Exhibit A. Exhibit

DOCS DF:203308.2 17794/001 6

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A identifies the attorneys and paraprofessionals who rendered services relating to each category, along with the number of hours fox each individual and the total compensation sought for each category.

A. Asset Disposition

15. This category relates to work .regarding sale and other asset disposition issues. During the Interim Period, the Firm, among other things, reviewed and analyzed an agreement regarding credit card litigation asset sale, and corresponded regarding asset disposition issues.

Fees: $855.00; Hours: 1.10 B. Bankruptcy Litigation

16. This category relates to work regarding motions or adversary proceedings in the Bankruptcy Court. During the Interim Period, the Firm, among other things:

(1) performed work regarding the Prime settlement; (2) attended to tail rent issues; (3) performed work regarding a stipulation in the Rosenthal matter; (4) reviewed and analyzed documents regarding potential preference settlements; (5) performed work regarding a stipulation in the Prime matter; (6) attended to exit issues; (7) performed work regarding settlement relating to GB/Hilco; (8) performed work regarding a form. settlement agreement for preference matters;

(9) prepared for and attended a hearing on June 2, 2015 regarding settlement motion;

(10) reviewed and analyzed a tail rent analysis relating to potential preferences; (11) performed work regarding a potential tail rent stipulation with Glimcher landlords; (12) performed work regarding potential settlement with NYC Alliance; (13) attended to time extension issues;

ROCS DE203308.217794/001 7

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(14) maintained awork-in-pro~;re~s memarandum; (1S) performed wc~ric regarding the Simon matter; (16) performed wank regarding the Westfield matter; (17) per~'ormed work regarding a motion to approve settlement in the Ultimate Software rrzatt~r; (18) attended to issues regarding tail rent refunds; (19) performed work regarding a motion to extend the removal deadline;

(20) performed waric regarding Agenda Notices and Hearin; Binders; (2l) attended to issues regarding distX~ibution of settlement proceeds; and (22) conferred. and coixesponcled regarding bankruptcy litigation matters.

Fees: $26,732.50; Hours: 3.50 C. Case Administration

17. "Phis category relates to work regarding administration of this case.

During the Interim Period, the Firm, among other things: (1) reviewed and analyzed

correspondence and pleadings and forwarded them to appropriate parties; (2) maintained service lists; (3) maintained a memorandum of critical dates; (4) maintained document control; and (S) performed work regarding Hearizlg Binders.

~e~s: $2,663.00; Ho~rrs: 8.80 ll. Claims Aciministr~tio~~ and Objections

18. This category relates to work regarding claims administration and claims objections. lluring the Interim Period, the Firm, among other things: (1) attended to issues regarding utility claims; (2) performed work regarding Section 503(b)(9) reconciliation issues;

(3) attended to late-fled claim issues; (4) attended to bar date issues; (S) performed work regarding the F,nterprise matter; (6) reviewed and analyzed Section 503(b)(9) claims;

ROCS nr203308.217794/001 g

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(7) responded to case irnquiries; (8) performed work regarding tax claims; (9) reviewed and analyzed claim-related documents; a~1d (10) corresponded and conferred regarding; claim issues.

Fees: $11,342,50; Iiaur~; 15.0

~',. ~;'~mpen~atio~i ~~r Prnfessioxaals

1). r'his u~~te~or~ relates tc> work regard n~; coxnpensalio~l ai the Firrr~. During the Interim Period, the I~ irm, among other things, drafted its December 2014 and. January 2Q 15 monthly fey applications, aid monitored the status acid timing of fee applicati~n:~.

Bees: X6,310.50; I-~ouz~s: 10.80 F. Cor~pensatio~~ of 1'rof~;ssianalsi4f)thers

20. This category relates to work regarding compensation of professionals, other than the Firm. During the Interim Period, the Firm, among other things, attended to staffing report issues.

~~ees: $227.00; I-Iaurs: 0.60 G. ~mp~loyee I3~nef~fs ~nt~ P~nsi~g~s

~l. This category relates fa work regarding employee beYiefits an~i pension plans, and oth~~• employee issues. 17uring the Interim Period, the F~ irrn, among ether things, attended to workers' compensatiar~ issues.

Fees: $130,00, Hours: 0,20

~I, Ex~cY~torry Contracts

22. This category relates to work. regarding executory contracts and unexpired leases of real property. During; the Interim Period, the Firm, among other things: (1) performed

UOCS DE:203.30~i.2 17794/001 ~ ~

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work regarding the Broadview contract; (2) attended to lease rejection issues; (3) attended to notice issues; and (4) corresponded and conferred regarding executory contract issues.

Fees: $2,848.SQ; I-Tours: 4.90 I. financial filings

23. The category relates to issues regarding compliance with reporting i°equirements. During the Interim Period, the Firm, among other things, performed work regarding Monthly Operating Reports.

Foes: $611.50; Hours: 1.50 J. Gex~cra[ ~3u~iness Advice

24. This category relates to work regarding general business advice. During the Interim Period, the Firm, among other things: (1) attended to Board gover~lance and compensation issues; (2) performed work regarding Board reduction issues; (3) reviewed and analyzed documents; and (4) corresponded and conferred regarding general business issues.

Fees: $5,545.00; Hours: 6.20 K. Litigation (Non.-I3an~ruptcY)

25. This category relates to work regarding non-Bankruptcy litigation. During the Interim Period, the Firm, among other things, reviewed and analyzed litigation documents.

Fees: $175.00; Hours; 0.20

DOGS DE;203308.217794/001 1

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L. Retention of Professionals--Others

26. This category relates to issues regarding retention of professionals, other than the Firm. During the Interim Period, the Firm, among other things, performed warlc regarding Ordinary Course Professionals issues and regarding the Paritz and FRS matters.

Fees: $6,943.00; Hours: 10.70 Valuation of Services

27. Attorneys and paraprofessionals of FSI&J expended a total 99.30 hours in connection with their representation o#'the Debtors during the Interim Period, as follows:

Name of Professio~ai Pc~s ti+~n ref the r~ ~lican~, Ho~€rl~= Total Tatar

~t~c~Tit~~i l~~amber +~f Yea~~s in that ~iliig Hnur~ ~r~~3~nsataz~

~t3S1~liT1, ~"I'ifli' ~fl~~~'~~I2t ~~3~~ ~l~~~i~

~~perienct, l'e~r cif ~l3t~inin~; ~ tael~zd'z~tg

~~~e~~se tc~ :~'~•~~t ~:e, ,~re,~ of i ~'It~~t~~e~)

Laura Davis Jones Partner 2000; Joined Firm 2000; $1,025.00 3.30 $ 3,382.50 Member of DE Bar since 19$6

=12.80

David M. Bertenthal Partner 1999; Member of CA Bar $ 875.00 $11,200.00 since 1993

David J. Barton Partner 2000; Member of CA~Bar $ 875.00 5.40 $ 4,725.00 since 198.1

Bradfprd J. Sandler Partner 2010; Member of FA and $ 825.00 0.20 $ 165.00 NJ Bars since 1996; Member of.

NY Bar since 2008; Member of DF Bar since 2001

Steven J. Kahn Of Counse12001; Member of CA $ 825.00 2.60 $ 2,145.00 Bar since 1977

Maxim B. Litvak Partner 2004; Member of TX Bar $ 795.00 1.10 $ 874.50 since 1997; Member of CA Bar

since 2001

Joshua M. Fried Paz-tner 2006; Member of CA Bar $ 750.00 16.90 $12,675.00 since 1995; Member of NY Bar

since Z 999

Victoria A. Newmark Of Counsel 2008; Member of CA $ 750.00 2.90 $ 2,175.00 Bar since 1996

William L. Ramseyer Of Counsel 1989; Member of CA $ 650.00 7.90 $ 5,135.00 Bar since 1980

DOCS DE203308.217794/001 11

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~~ictii~ic~~~~l ~r~~~f~~r nf'Y~a~~~ i~~ t1~Ext B~IIin~ I-~a~atr~ ~`t~t~~pens~tio~~

~3t1Sl~if)Tl~ ~I'IUY' ~ZE:.~EE`ill2t ~~l~t' Bl~~t'f.~

E~~~cric~~ce, YeF~a~ of C?t~tai~~ii~~; (inclt~ctin~

~,ICt'I19f' ~U ~I'21C~IC4'~ 1~C~c`~ O~ ~}lr3tt~~'tf~

E~; ert~se'

Colin R. Robinson Of Counsel 2013; Member of NJ $ 650.00 16.50 $10,725.00 and PA Bars since 20Q 1; Member

of DE Bar since 2U 10

Peter J. Keane, Associate 201 U; Member of PA $ 525.00 11.00 ~ $ 5,775.00 Bar since 20q$; Member cif DF

and NH Bar since 2010

Leslie F. Forrester Law Library Director 20Q3 $ 325.00 0.50 $ 162.50

Patricia J. Jeffries Paralegal 1999 T $ 30S.Q0 0.20 $ 61.00

Margaret I,. McGee Paralega12007 $ 305.00 12.50 $ 3,812.50

Cheryl A. Knotts Paralega12000 $ 295.00 1.90 $ 560.50

Sheryle L. Pitman Case Management Assistant 2001 $ 225.00 1.00 $ 225.00 Charles J. Bouzoukis Case Management Assistant 2001 $ 225.00 1.10 $ 247.50 Beatrice M. Koveleski Case Management Assistant 20Q9 $ 225.00 1.50 $ 337.50

Gr~ncl Total: $64,383.50 Total Hours: 99.30 Biencted Rate. ~ 6~~.37

28. The nature of work performed by these persons is fixlly set forth in Exhibit A attached hereto. These are PSZ&J's normal hourly rates for work of this character. The reasonable value of the services rendered by PSZ&J for the Debtors during the Interim Period is

$64,383.50.

29. In accordance with the factors enumerated in section 330 of the

Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the

DOCS DE:2033p8.2 1779}/001 ~ 2

(17)

requirements of Del. Hankr, LR 2016-2 and the Administrative Order and believes that this Application complies with such Rule and Order.

W~IER~;FOR~, PSI&:! respectfully requests that the Court enter an order•, substantially in the form attached hereto, providing That, for the period of June 1, 2g15 through June ~0, 2015, an intexim allowance be made to PSZc4iJ for c~n~pensation in the amount of

$64,383.50 and actual and necessary expenses in the amount of X5,132.75 for a total allowance

~f $69,516.25 and payment of $S 1,SQ6,80 (80°/a of the allowed fees) and reimbursement of

$5,132.75 (100% of the allowed expenses) be authorized for a total payment of $56,639.5.5; and for such other and further relief as this Court deems proper.

Dated: November ~, 2015 PACHULSKI STANG ZIEHL &JONES LLP

--~I,aura Davis~Csnes (DE Har No. 2436) David M. Bertenthal (CA Bar No. 167624) Joshua M. ~`ried (LA Bar Nn. 181541) CalinR. Robinson (DE Bar No. SS24) Peter J. Keane (DE Bar Na. 5503) 919 North Market Street, 17t}' Floor P.O. Box 8705

Wilmington, DE 19899-8705

Counsel for the Debtors and Debtors in Possession

UOCS DE:203308.2 17794/001 1 ~

(18)

VERIFICATION STATE OF DELAWARE

CnUNTY OF NEW CASTLE

Laura Davis Jones, after being duly sworn according to law, deposes and says:

a) I am a partner with the applicant law firm Pachulski Stang Ziehl &Jones LLP, and have been admitted to appear before this Court.

b) I am familiar with many of the legal services rendered by Pachulslci Stang Ziehl &Jones LLP as counsel to the Debtors.

c) I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Del. Bankr. LR 2016-2 and the Administrative Order signed on or about January 6, 2015 and submit that the Application substantially complies with such Rule and Order.

DOCS QB:203308.1 17794/001

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