IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: BACK YARD BURGERS, INC., et al.

, 1 Debtors. Chapter 11 Case No. 12-12882 (PJW) (Jointly Administered)

Objection Deadline: November 1, 2012 at 4:00 p.m. Hearing Date: November 8, 2012 at 1:30 p.m.

MOTION OF THE DEBTORS FOR ENTRY OF AN ADMINISTRATIVE ORDER ESTABLISHING PROCEDURES FOR FINAL, INTERIM, AND MONTHLY COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS RETAINED IN THESE CHAPTER 11 CASES AND REIMBURSEMENT OF EXPENSES OF COMMITTEE MEMBERS APPOINTED IN THESE CHAPTER 11 CASES The above-captioned debtors and debtors-in-possession (collectively, the Debtors), hereby move the Court (the Motion) pursuant to sections 105(a) and 331 of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code), for entry of an administrative order (Administrative Order): (a) establishing procedures for final, interim, and monthly compensation and reimbursement of expenses (collectively, the Compensation) for professionals retained in these chapter 11 cases (the Professionals) and reimbursement of expenses of committee members appointed in these chapter 11 cases (once appointed), and (b) providing any additional relief required in order to effectuate the foregoing. In support of this Motion, the Debtors respectfully represent as follows:

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's tax identification number, are: BBAC, LLC (1951), Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.

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Status of the Case 1. On October 17, 2012 (the Petition Date), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. 2. The Debtors have continued in possession of their properties and are operating

and managing their business as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. No request has been made for the appointment of a trustee or examiner and a

creditors committee has not yet been appointed in these cases. Jurisdiction, Venue, and Statutory Predicates 4. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and

1334. Venue is proper in this district pursuant to 28 U.S.C. 1408. This matter is core within the meaning of 28 U.S.C. 157(b)(2). 5. The statutory predicate for the relief sought herein are sections 105(a) and 331 of

the Bankruptcy Code. Background 6. The Debtors are an established quick-service restaurant chain with approximately

90 stores concentrated in the Southeast United States. The Debtors operate company owned locations and maintain a franchise network of individually owned restaurants which collectively employ approximately five hundred and twelve (512) employees. Back Yard Burgers began as a single restaurant in Cleveland, Mississippi in 1987, and today, the Debtors pride themselves on having a strong reputation for offering big and bold backyard tastes served straight from the grill at value prices. The Debtors compete for business by offering black-angus hamburgers and chicken grilled on-site on charcoal grills, providing savory flavors most usually found only in

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neighborhood back yards. Meal offerings include chicken sandwiches, turkey burgers, hot dogs, salads, sides, and desserts; however, the main focus of the menu is centered on the Debtors premium Black Angus burgers. 7. The Debtors own and operate approximately 25 restaurants (excluding franchised

locations), positioned as quick-service dining destinations where families and children can enjoy a wide variety of freshly prepared meals and desserts for lunch and dinner. Restaurant

operations generated $18.4 million in revenue in the first eight (8) months of 2012 with a $2.4 million EBITDA loss. 8. The Debtors also have contracted with approximately forty-two (42) franchisees

to operate more than sixty-four (64) restaurants under franchise agreements. Franchisees are offered the right to operate a Back Yard Burgers restaurant for an upfront fee, and franchised locations are operated under strict guidelines to present and preserve a unified brand image. Franchising offers stable cash flows from the collection of royalties and product purchases, accounting for approximately $1.3 million in revenue in the first eight (8) months of 2012. 9. In the first nine months of 2012, the Debtors reported a 0.8 percent decline and

1.8 percent incline in same store sales of franchise and company operated stores, respectively. In the same segments, the Debtors reported declines of 4.0 percent and 5.7 percent, respectively, in 2011. These decreases were driven by a decline in guest traffic. 10. A more detailed factual background of the Debtors business and operations, as

well as the events precipitating the commencement of these cases, is fully set forth in the Declaration of James E. Boyd, Jr. in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief (the First Day Declaration), filed on the Petition Date and incorporated herein by reference.

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Relief Requested 11. The Debtors seek entry of an Administrative Order pursuant to sections 105(a)

and 331 of the Bankruptcy Code establishing procedures for the payment of fees and reimbursement of expenses for Professionals retained pursuant to Court order. Section 331 of the Bankruptcy Code allows courts discretion in determining the frequency of disbursements of professional fees and expenses. The Debtors request that the Court exercise its discretion and allow monthly Compensation for Professionals in these cases. 12. The Debtors have filed an application to retain Greenberg Traurig, LLP as their With the likely involvement of additional Professionals, including

bankruptcy counsel.

additional Debtors Professionals and Professionals for any official committees, the professional fee application and review process could be exceptionally burdensome on the Debtors, the Professionals, and the Court. Implementation of compensation procedures (the Compensation Procedures) will provide an efficient structure for disbursing Compensation to the Professionals and will allow all parties to these cases to monitor the monthly accrual of Compensation for each Professional. 13. Except as otherwise provided in an order entered by the Court authorizing the

retention of a particular Professional, the Debtors propose that the Court permit the Professionals to seek monthly payment of Compensation in accordance with the following Compensation Procedures: a. On or after the tenth (10th) day of each calendar month, beginning with November 2012, each of the Professionals seeking interim compensation shall file with the Court an application (the Monthly Fee Application) pursuant to section 331 of the Bankruptcy Code, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the immediately preceding month (the Monthly Compensation Period) and serve a copy of such 4

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Monthly Fee Application on (i) the Debtors, 500 Church Street, Suite 200, Nashville, TN 37219 (Attn: Laura DeRise); (ii) the Debtors counsel, Greenberg Traurig, LLP, The Nemours Building, 1007 North Orange Street, Suite 1200, Wilmington, Delaware 19801 (Attn: Dennis A. Meloro, Esq.) and Greenberg Traurig, LLP, The MetLife Building, 200 Park Avenue, New York, New York 10166 (Attn: Nancy A. Mitchell, Esq. and Maria J. DiConza, Esq.); (iii) Office of the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: Juliet Sarkessian, Esq.); (iv) counsel to the Debtors secured superpriority debtor-in-possession lender, Boult Cummings, LLP, Roundabout Plaza, 1600 Division Street, Suite 700, Nashville, TN 37203); (v) counsel to the Debtors prepetition lender, Moore & VanAllen, 100 North Tryon Street, Suite 4700, Charlotte, NC 28202 (Attn: James R. Langdon); and (vi) counsel to any Official Committee of Unsecured Creditors appointed in these cases (subsequent to its appointment in this case) (collectively, the Notice Parties). All Monthly Fee Applications shall comply with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), applicable Third Circuit law, the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules), and the Guidelines established by the Office of the United States Trustee. Each Notice Party will have twentyone (21) days after filing and service of a Monthly Fee Application to object to such application (the Objection Deadline). Upon the expiration of the Objection Deadline, each Professional may file a certificate of no objection or a certificate of partial objection with the Court, whichever is applicable, after which the Debtors are authorized to pay each Professional an amount (the Actual Payment) equal to the lesser of (i) eighty (80) percent of the fees and one hundred (100) percent of the expenses requested in the Monthly Fee Application (the Maximum Payment), and (ii) eighty (80) percent of the fees and one hundred (100) percent of the expenses not subject to an objection pursuant to subparagraph (b) below. b. If any Notice Party objects to a Professionals Monthly Fee Application, it must file with the Court and serve on the affected Professional and each of the Notice Parties a written objection (the Objection), which must be filed with the Court and received by the affected Professional and the Notice Parties on or before the Objection Deadline. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution of the Objection within twenty (20) days after service of the 5

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Objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with a request for payment of the difference, if any, between the Maximum Payment and the Actual Payment made to the affected Professional (the Incremental Amount); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the parties. c. Each Professional may submit the first Monthly Fee Application on or after November 10, 2012, and such Monthly Fee Application shall be for the period from the Petition Date through October 31, 2012. Beginning with the period ending December 31, 2012, at three (3) month intervals or at such other intervals convenient to the Court (the Interim Fee Period), each Professional shall file with the Court and serve on the Notice Parties a request for interim Court approval and allowance, pursuant to section 331 of the Bankruptcy Code, of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period (an Interim Fee Application). The Interim Fee Application must include a summary of the Monthly Fee Applications that are the subject of the request and any other information requested by the Court or required by the Local Rules of this Court. A notice of the hearing on the Interim Fee Applications shall be served by each Professional on all parties who have requested service pursuant to Bankruptcy Rule 2002. Each Professional must file and serve its Interim Fee Application within forty-five (45) days of the conclusion of the Interim Fee Period for which the request seeks allowance of fees and reimbursement of expenses. The first Interim Fee Application shall cover the time between the Petition Date through and including December 31, 2012, and shall be filed on or before March 14, 2012. Any Professional who fails to file an Interim Fee Application when due will be ineligible to receive further interim payments of fees or expenses under the Compensation Procedures until such time as the Interim Fee Application is submitted. The Debtors shall request a hearing on the pending Interim Fee Applications at least every six (6) months. The Debtors, however, may request that a hearing be held every three (3) months or at such other intervals as the Court deems appropriate. A notice of the hearing on the Interim Fee Applications shall be served by each Professional on all parties who have requested service pursuant to Bankruptcy Rule 2002.

d.

e.

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f.

The pendency of an objection to payment of compensation or reimbursement of expenses will not disqualify a Professional from the future payment of compensation or reimbursement of expenses, unless the Court orders otherwise. Neither (i) the payment of or the failure to pay in whole or in part monthly interim compensation and reimbursement of expenses nor, (ii) the filing of or failure to file an objection will bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation and reimbursement of expenses of the Professionals. All fees and expenses paid to the Professionals are subject to disgorgement until final allowance by the Court. At the close of the cases, on or before a date and time to be established by the Court, each Professional shall file with the Court and serve on the Notice Parties a request for final Court approval and allowance, on a final basis, pursuant to section 331 of the Bankruptcy Code, of compensation of all fees and reimbursement of expenses sought in the Monthly Fee Applications and the Interim Fee Applications, including all amounts previously withheld (the Final Fee Application). Unless otherwise ordered by the Court, each Notice Party will have twenty-one (21) days after filing and service of a Final Fee Application to object to such application (the Objection Deadline). Hearing on the Final Fee Applications shall be held at such time as the Court deems appropriate. A notice of the hearing on its Final Fee Application shall be served by each Professional on all parties who have requested service pursuant to Bankruptcy Rule 2002.

g.

h.

14.

The Debtors further request that, unless otherwise ordered by the Court, (i) only

the Notice Parties be entitled to receive the Interim Fee Applications, the Final Fee Applications, and the notices of hearings thereon (the Hearing Notice), and (ii) all other parties who have filed a request for service pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure be entitled to receive only the Hearing Notice. 2 Such notice should reach the parties most active in these cases and will save the expense of undue duplication and mailing of lengthy fee applications.
2

If any party that has received only a Hearing Notice requests a copy of any of the Final Fee Applications, Interim Fee Applications or Monthly Fee Applications, the Debtors will furnish that party with the requested copies at the Debtors expense.

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15.

The Debtors further request that each member of any official committee

appointed in these cases (once appointed) be permitted to submit statements of expenses (excluding fees and expenses of the committee members counsel) and supporting vouchers to counsel for the official committee, who will collect and submit such requests for reimbursement in accordance with the foregoing procedure for monthly, interim, and final compensation and reimbursement of Professionals. 16. The Debtors will include all payments made to Professionals in accordance with

the compensation procedures in their monthly operating reports identifying the amount paid to each of the Professionals. Basis for Relief 17. Section 331 of the Bankruptcy Code provides, in relevant part, as follows: A trustee, an examiner, a debtors attorney, or any professional person employed under section 327 or 1103 of this title may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement for expenses incurred before such date as is provided under section 330 of this title. 11 U.S.C. 331. 18. In addition, section 105(a) of the Bankruptcy Code provides, in relevant part, that

[t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). The Debtors submit that approval of the procedures requested in this Motion will relieve the burden on the Court imposed by alternative interim compensation procedures that require monthly court orders, while preserving all rights of objection, enabling the parties to closely monitor costs of administration, and enabling Professionals to maintain a level cash flow, and should therefore be approved in these cases.

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19.

Procedures comparable to those proposed in the Motion have been established in

other chapter 11 cases in this district. See, e.g., In re GameTech Intl, Inc., Case No. 12-11964 (PJW) (Bankr. D. Del. Aug. 7, 2012); In re Northstar Aerospace (USA), Inc., Case No. 12-11817 (MFW) (Bankr. D. Del. Ju1. 3, 2012); In re Beacon Power Corp., Case No. 11-13450 (KJC) (Bankr. D. Del. Nov. 18, 2011); In re Ultimate Escapes Holdings, LLC, Case No. 10-12915 (BLS) (Bankr. D. Del. Oct. 12, 2010); In re Pliant Corp., Case No. 09-10443 (MFW) (Bankr. D. Del. Mar. 10, 2009); In re Pecus ARG Holding, Inc., Case No. 09-10170 (KJC) (Bankr. D. Del. Feb. 2, 2009); In re Sharper Image Corp., Case No. 08-10322 (KG) (Bankr. D. Del. Mar. 20, 2008). Notice 20. Notice of this Motion has been given to the following parties or, in lieu thereof, to

their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to Harbert Mezzanine Partners, L.P., as the Debtors prepetition lender; (c) counsel to Pharos Capital Partners II, L.P. and Pharos Capital Partners II-A, L.P., as the Debtors postpetition lenders; (d) creditors holding the thirty (30) largest unsecured claims as set forth in the consolidated list filed with the Debtors petitions; (e) those parties requesting notice pursuant to Rule 2002. The Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. No Prior Request 21. other court. No prior request for the relief sought in this Motion has been made to this or any

[Signature on next page]

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Conclusion WHEREFORE, the Debtors respectfully request that this Court enter an order granting the relief requested herein and that it grant the Debtors such other and further relief as is just and proper. Dated: October 24, 2012 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com -andNancy A. Mitchell Maria J. DiConza Matthew L. Hinker (DE Bar No. 5348) GREENBERG TRAURIG, LLP 200 Park Avenue New York, New York Telephone: (212) 801-9200 Facsimile: (212) 801-6400 Email: mitchelln@gtlaw.com diconzam@gtlaw.com hinkerm@gtlaw.com Proposed Counsel for the Debtors and Debtorsin-Possession

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10

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re BACK YARD BURGERS, INC., et al. 1 Chapter 11 Case No. 12-12882 (PJW) (Jointly Administered)
Objection Deadline: November 1, 2012 at 4:00 p.m. Hearing Date: November 8, 2012 at 1:30 p.m.

Debtors.

NOTICE OF MOTION PLEASE TAKE NOTICE that the above-captioned debtors and debtors-in-possession (the Debtors) filed the following MOTION OF THE DEBTORS FOR ENTRY OF AN ADMINISTRATIVE ORDER ESTABLISHING PROCEDURES FOR FINAL, INTERIM, AND MONTHLY COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS RETAINED IN THESE CHAPTER 11 CASES AND REIMBURSEMENT OF EXPENSES OF COMMITTEE MEMBERS APPOINTED IN THESE CHAPTER 11 CASES (the Motion) with the U.S. Bankruptcy Court for the District of Delaware. PLEASE TAKE FURTHER NOTICE that any response or objection to the Motion must be filed with the United States Bankruptcy Court for the District of Delaware on or before NOVEMBER 1, 2012 AT 4:00 P.M. (PREVAILING EASTERN TIME). PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (i) Debtors counsel, Greenberg Traurig, LLP, The Nemours Building, 1007 North Orange Street, Suite 1200, Wilmington, Delaware 19801, Attn:

The Debtors in these chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.

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Dennis A. Meloro, Esq., Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, New York 10166, Attn: Maria J. DiConza, Esq. and Matthew L. Hinker, Esq.; (ii) counsel to any statutory committee appointed in these cases; and (iii) the Office of the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Juliet Sarkessian, Esq. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE APPLICATIONS WILL BE HELD ON NOVEMBER 8, 2012 AT 1:30 P.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE PETER J. WALSH AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801. Dated: October 24, 2012 GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Dennis A. Meloro (DE Bar No. 4435) 1007 North Orange Street, Suite 1200 Wilmington, Delaware 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 Email: melorod@gtlaw.com -andNancy A. Mitchell Maria J. DiConza Matthew L. Hinker (DE Bar No. 5348) 200 Park Avenue New York, New York 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 Email: mitchelln@gtlaw.com diconzam@gtlaw.com dunphyb@gtlaw.com hinkerm@gtlaw.com Proposed Counsel for the Debtors and Debtorsin-Possession

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: BACK YARD BURGERS, INC., et al., 1 Debtors. Chapter 11 Case No. 12-12882 (PJW) (Joint Administration Requested) Ref. Docket No. ____ ADMINISTRATIVE ORDER ESTABLISHING PROCEDURES FOR FINAL, INTERIM, AND MONTHLY COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS RETAINED IN THESE CHAPTER 11 CASES AND REIMBURSEMENT OF EXPENSES OF COMMITTEE MEMBERS APPOINTED IN THESE CHAPTER 11 CASES Upon the motion (the Motion) 2 filed by the above-captioned debtors and debtors-inpossession (collectively, the Debtors) pursuant to sections 105 and 331 of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the Bankruptcy Code) for entry of an administrative order (the Administrative Order) (a) establishing procedures for monthly compensation and reimbursement of expenses (collectively, the Compensation) for professionals retained in these chapter 11 cases (the Professionals) and reimbursement of expenses of committee members appointed in these chapter 11 cases (once appointed), and (b) providing any additional relief required in order to effectuate the foregoing; and it appearing that this Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334; and upon the Declaration of Charles S. Rhoades in Support of the Debtors Chapter 11 Petitions and Requests for First Day Relief (the First Day Declaration); and it appearing that this Court has

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's tax identification number, are: BBAC, LLC (1951), Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Motion.

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jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of these cases and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and after due deliberation thereon; and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. herein. 2. Except as may otherwise be provided in other orders of this Court authorizing the For the reasons set forth on the record, the Motion is GRANTED as set forth

retention of specific professionals, all Professionals in this case shall seek interim monthly payment of Compensation in accordance with the following procedures (the Compensation Procedures): a. On or after the tenth (10th) day of each calendar month, beginning with November 2012, each of the Professionals seeking interim compensation shall file with the Court an application (the Monthly Fee Application) pursuant to section 331 of the Bankruptcy Code, for interim approval and allowance of compensation for services rendered and reimbursement of expenses incurred during the immediately preceding month (the Monthly Compensation Period) and serve a copy of such Monthly Fee Application on (i) the Debtors, 500 Church Street, Suite 200, Nashville, TN 37219 (Attn: Laura DeRise); (ii) the Debtors counsel, Greenberg Traurig, LLP, The Nemours Building, 1007 North Orange Street, Suite 1200, Wilmington, Delaware 19801 (Attn: Dennis A. Meloro, Esq.) and Greenberg Traurig, LLP, The MetLife Building, 200 Park Avenue, New York, New York 10166 (Attn: Nancy A. Mitchell, Esq. and Maria J. DiConza, Esq.); (iii) Office of the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: Juliet Sarkessian, Esq.); (iv) counsel to the Debtors secured super2

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priority debtor-in-possession lender, Boult Cummings, LLP, Roundabout Plaza, 1600 Division Street, Suite 700, Nashville, TN 37203); (v) counsel to the Debtors prepetition lender, Moore & VanAllen, 100 North Tryon Street, Suite 4700, Charlotte, NC 28202 (Attn: James R. Langdon); and (vi) counsel to any Official Committee of Unsecured Creditors appointed in these cases (subsequent to its appointment in this case) (collectively, the Notice Parties). All Monthly Fee Applications shall comply with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), applicable Third Circuit law, the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules), and the Guidelines established by the Office of the United States Trustee. Each Notice Party will have twentyone (21) days after filing and service of a Monthly Fee Application to object to such application (the Objection Deadline). Upon the expiration of the Objection Deadline, each Professional may file a certificate of no objection or a certificate of partial objection with the Court, whichever is applicable, after which the Debtors are authorized to pay each Professional an amount (the Actual Payment) equal to the lesser of (i) eighty (80) percent of the fees and one hundred (100) percent of the expenses requested in the Monthly Fee Application (the Maximum Payment), and (ii) eighty (80) percent of the fees and one hundred (100) percent of the expenses not subject to an objection pursuant to subparagraph (b) below. b. If any Notice Party objects to a Professionals Monthly Fee Application, it must file with the Court and serve on the affected Professional and each of the Notice Parties a written objection (the Objection), which must be filed with the Court and received by the affected Professional and the Notice Parties on or before the Objection Deadline. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution of the Objection within twenty (20) days after service of the Objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with a request for payment of the difference, if any, between the Maximum Payment and the Actual Payment made to the affected Professional (the Incremental Amount); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and dispose of the Objection if requested by the parties. Each Professional may submit the first Monthly Fee Application on or after November 10, 2012, and such Monthly Fee Application 3

c.
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shall be for the period from the Petition Date through October 31, 2012. d. Beginning with the period ending December 31, 2012, at three (3) month intervals or at such other intervals convenient to the Court (the Interim Fee Period), each Professional shall file with the Court and serve on the Notice Parties a request for interim Court approval and allowance, pursuant to section 331 of the Bankruptcy Code, of the compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during the Interim Fee Period (an Interim Fee Application). The Interim Fee Application must include a summary of the Monthly Fee Applications that are the subject of the request and any other information requested by the Court or required by the Local Rules of this Court. A notice of the hearing on the Interim Fee Applications shall be served by each Professional on all parties who have requested service pursuant to Bankruptcy Rule 2002. Each Professional must file and serve its Interim Fee Application within forty-five (45) days of the conclusion of the Interim Fee Period for which the request seeks allowance of fees and reimbursement of expenses. The first Interim Fee Application shall cover the time between the Petition Date through and including December 31, 2012, and shall be filed on or before March 14, 2012. Any Professional who fails to file an Interim Fee Application when due will be ineligible to receive further interim payments of fees or expenses under the Compensation Procedures until such time as the Interim Fee Application is submitted. The Debtors shall request a hearing on the pending Interim Fee Applications at least every six (6) months. The Debtors, however, may request that a hearing be held every three (3) months or at such other intervals as the Court deems appropriate. A notice of the hearing on the Interim Fee Applications shall be served by each Professional on all parties who have requested service pursuant to Bankruptcy Rule 2002. The pendency of an objection to payment of compensation or reimbursement of expenses will not disqualify a Professional from the future payment of compensation or reimbursement of expenses, unless the Court orders otherwise. Neither (i) the payment of or the failure to pay in whole or in part monthly interim compensation and reimbursement of expenses nor, (ii) the filing of or failure to file an objection will bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation and reimbursement of expenses of the Professionals. All fees and expenses paid to the 4

e.

f.

g.

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Professionals are subject to disgorgement until final allowance by the Court. h. At the close of the cases, on or before a date and time to be established by the Court, each Professional shall file with the Court and serve on the Notice Parties a request for final Court approval and allowance, on a final basis, pursuant to section 331 of the Bankruptcy Code, of compensation of all fees and reimbursement of expenses sought in the Monthly Fee Applications and the Interim Fee Applications, including all amounts previously withheld (the Final Fee Application). Unless otherwise ordered by the Court, each Notice Party will have twenty-one (21) days after filing and service of a Final Fee Application to object to such application (the Objection Deadline). Hearing on the Final Fee Applications shall be held at such time as the Court deems appropriate. A notice of the hearing on its Final Fee Application shall be served by each Professional on all parties who have requested service pursuant to Bankruptcy Rule 2002.

3.

Only the Notice Parties shall be entitled to receive the Interim Fee Applications,

the Final Fee Applications, and the notices of hearings thereon (the Hearing Notice) and all other parties who have filed a request for service pursuant to Rule 2002 of the Federal Rules of Bankruptcy Procedure shall be entitled to receive only the Hearing Notice. 3 4. Each member of any official committee appointed in these cases (once appointed)

is permitted to submit statements of expenses (excluding fees and expenses of committee members counsel) and supporting vouchers to counsel to such official committee, who shall collect and submit the committee members requests for reimbursement in accordance with the approved procedure for monthly, interim, and final compensation and reimbursement of Professionals. 5. The Debtors shall include all payments made to Professionals on the monthly

operating report, detailed so as to state the amount paid to each of the Professionals.

If any party that has received only a Hearing Notice requests a copy of any of the Final Fee Applications, Interim Fee Applications or Monthly Fee Applications, the Debtors shall furnish that party with the requested copies at the Debtors expense.

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6.

Notwithstanding anything to the contrary contained herein any payment to be

made, or authorization contained, hereunder shall be subject to the requirements imposed on the Debtors under any approved debtor-in-possession financing facility, or any order regarding the Debtors postpetition financing or use of cash collateral. 7. All time periods referenced in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 8. This Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation of this Order. Dated: _________________, 2012 ________________________________________ HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE

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