Case KJC Doc 364 Filed 07/13/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case KJC Doc 364 Filed 07/13/16 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: (KJC) (Jointly Administered) Objection Deadline: July 27, 2016 at 4:00 p.m. (ET) Hearing Date: August 3, 2016 at 11:00 a.m. (ET) MOTION AUTHORIZING THE DEBTORS TO RETAIN, NUNC PRO TUNC AS OF THE PETITION DATE, AND PAY PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS The above-captioned debtors and debtors in possession (collectively, the Debtors ) move the Court for the entry of an order, pursuant to sections 105(a), 327, 328 and 330 of title 11 of the United States Code (the Bankruptcy Code ) and 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ): (i) authorizing the retention, nunc pro tunc as of the Petition Date, and payment of those professionals employed by the Debtors in the ordinary course of business (each an Ordinary Course Professional ) without the submission of separate retention applications and the issuance of separate retention orders for each professional; and (ii) granting certain related relief. In support of this motion, the Debtors respectfully represent as follows: JURISDICTION 1. The United States Bankruptcy Court for the District of Delaware (the Court ) has jurisdiction over these Cases and the Motion pursuant to 28 U.S.C. 157 and 1334, and the Amended Standing Order of Reference from the United States District Court for 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX

2 Case KJC Doc 364 Filed 07/13/16 Page 2 of 9 the District of Delaware dated February 29, This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of these Cases and the Motion in this district is proper under 28 U.S.C and Pursuant to Rule (f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware ( Local Rules ), the Debtors consent to the entry of a final judgment or order with respect to the Motion if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. 3. The statutory and legal predicates for the relief requested herein are sections 105(a), 327, 328 and 330 of the Bankruptcy Code and Bankruptcy Rule 2014(a). BACKGROUND 4. On June 13, 2016 (the Petition Date ), each of the Debtors commenced a voluntary case under chapter 11 of the Bankruptcy Code. 5. The Debtors are authorized to continue to operate their businesses and manage their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner or statutory committee has been appointed in these Cases by the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ). 6. Founded in 1968, Hastings Entertainment, Inc. ( Hastings ), a Texas corporation, is a leading multimedia entertainment and lifestyle retailer. Hastings operates entertainment superstores that buy, sell, trade and rent various home entertainment products, including books, music, software, periodicals, movies on DVD and Blu-ray, video games, video game consoles, hobby, sports and recreation, lifestyle and consumer electronics. Hastings also 2

3 Case KJC Doc 364 Filed 07/13/16 Page 3 of 9 offers consumables and trends products such as apparel, t-shirts, action figures, posters, greeting cards and seasonal merchandise. With the assistance of over 3,500 employees, Hastings operates 123 superstores, averaging approximately 24,000 square feet, principally in medium-sized markets located in 19 states, primarily in the Northwestern, Midwestern, and Southeastern United States. 7. Hastings also operates a multimedia entertainment e-commerce web site, gohastings.com, which offers a broad selection of books, software, video games, movies on DVD and Blu-ray, music, trends, comics, sports, recreation, and electronics. Hastings fills orders for new and used products placed at the website and also through Amazon and ebay Marketplaces using its proprietary goship program, which allows Hastings to ship directly from its stores or distribution center. Hastings has one wholly-owned subsidiary, Hastings Internet, Inc. In 2015, Hastings generated revenue totaling approximately $401.1 million. 8. MovieStop, LLC ( MovieStop ), a Delaware limited liability company, is a value retailer of new and used movies based in Atlanta, Georgia. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. MovieStop is conducting store closing sales at all of its locations, and anticipates completion of all store closings by the end of July. 9. SP Images, Inc. ( SPI ), a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise that allows them to maximize turns, sales and gross margins. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, 3

4 Case KJC Doc 364 Filed 07/13/16 Page 4 of 9 the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. 10. Hastings, MovieStop and SPI are each wholly-owned subsidiaries of DAC. 11. As is further discussed in the Declaration of Duane A. Huesers in Support of Debtors First Day Pleadings (the First Day Declaration ) [Docket No. 18], filed on the Petition Date, the Debtors commenced these chapter 11 cases to (i) effectuate the sale of Hastings pursuant to a Court-approved bidding and auction process; (ii) complete the liquidation of the MovieStop business for the benefit of creditors; (iii) preserve SPI s business through a going concern sale process; and (iv) liquidate all of the Debtors remaining assets and discontinue all business lines that cannot be sold for value. 12. More detailed factual background regarding the Debtors and the commencement of these Cases is set forth in the First Day Declaration. THE ORDINARY COURSE PROFESSIONALS 13. The Debtors officers and management regularly call upon a variety of Ordinary Course Professionals to assist the Debtors in carrying out their assigned duties and responsibilities. These Ordinary Course Professionals provide valuable and often critical assistance in addressing a variety of issues of importance to the Debtors and their business. Exhibit A attached hereto and incorporated herein by reference is a nonexclusive list of the Ordinary Course Professionals identified by the Debtors as of the Petition Date (the OCP List ). RELIEF REQUESTED 14. It is essential that the employment of the Ordinary Course Professionals, many of whom are already familiar with the Debtors business and affairs, be continued in order 4

5 Case KJC Doc 364 Filed 07/13/16 Page 5 of 9 to avoid disruption of the Debtors normal business operations. The Debtors submit that the proposed employment of the Ordinary Course Professionals and the payment of monthly compensation on the basis set forth below are in the best interests of their estates and their creditors. The relief requested herein will save the Debtors estates the substantial expense associated with applying separately to retain each Ordinary Course Professional and later preparing and defending, if necessary, these professionals interim fee applications. Similarly, the procedures outlined below will relieve the Court, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ), any official committee of unsecured creditors (the Committee ) Bank of America, N.A. ( BofA ) and Pathlight Capital LLC ( Pathlight and, together with the U.S. Trustee, the Committee, and BofA the Interested Parties ) of the burden of reviewing numerous fee applications involving relatively small amounts of fees and expenses. 15. The Debtors propose that they be permitted to pay each Ordinary Course Professional, without prior application to the Court, 100 percent of the fees and disbursements incurred by such professional, upon the submission to, and approval by, the Debtors of an appropriate invoice setting forth in reasonable detail the nature of the services rendered and disbursements actually incurred after the Petition Date, up to (i) $40,000 per month per Ordinary Course Professional on average over a rolling three-month period and (ii) $400,000, in the aggregate, per Ordinary Course Professional over the duration of these chapter 11 cases (collectively, the OCP Fee Limits ). 16. To the extent that an Ordinary Course Professional seeks compensation in excess of the OCP Fee Limits (the Excess Fees ), the Ordinary Course Professional shall file with the Court and serve on the Interested Parties, which service may be via , a notice of 5

6 Case KJC Doc 364 Filed 07/13/16 Page 6 of 9 fees in excess of the OCP Fee Limits (the Notice of Excess Fees ) and an invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred. 17. Interested Parties shall then have fourteen (14) days to object to the Notice of Excess Fees. If after fourteen (14) days no objection is filed, the Excess Fees shall be deemed approved, and the Ordinary Course Professional may be paid 100 percent of its fees and 100 percent of its expenses without the need to file a fee application. 18. Moreover, beginning thirty (30) days after the end of the first calendar quarter following the Petition Date, and thirty (30) days after the end of each quarter thereafter (each, a Quarter ) in which these chapter 11 cases are pending, the Debtors will file with the Court and serve on the Interested Parties a statement with respect to the immediately preceding Quarter which shall include the following information with respect to each Ordinary Course Professional: (i) the name of the Ordinary Course Professional; (ii) the aggregate amounts of fees paid as compensation for services rendered and reimbursement of expenses incurred by such Ordinary Course Professional during the reported Quarter; and (iii) a general description of the services rendered by each Ordinary Course Professional during the reported Quarter. 19. Within thirty (30) days after the later of the entry of an order granting this Motion or the date on which the Ordinary Course Professional commences services for the Debtors, each Ordinary Course Professional shall provide a declaration to the Debtors attorneys (an Ordinary Course Professional Declaration ), substantially in the form annexed hereto as Exhibit B, certifying that the Ordinary Course Professional does not represent or hold any 6

7 Case KJC Doc 364 Filed 07/13/16 Page 7 of 9 interest adverse to the Debtors or their estates with respect to the matter on which the professional is to be employed The Debtors attorneys shall then file the Ordinary Course Professional Declaration with the Court and serve it upon the Interested Parties, which service may be via . The Interested Parties shall have fourteen (14) days following service of an Ordinary Course Professional Declaration to notify the Debtors in writing of any objection to the retention stemming from the contents of the Ordinary Course Professional Declaration. If fourteen (14) days no objection is filed, the retention of such Ordinary Course Professional shall be deemed approved without the need of a hearing or further order, and the Ordinary Course Professional may be paid 100 percent of its fees and 100 percent of its expenses without the need to file fee applications, based upon the submission of an appropriate invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred. The Debtors will provide no payment to an Ordinary Course Professional until the required Ordinary Course Professional Declaration is filed with the Court or, if an objection is filed, the objection is resolved consensually or by order of the Court. 21. Other than Ordinary Course Professionals, all professionals employed by the Debtors to assist in the prosecution of these chapter 11 cases will be retained by the Debtors pursuant to separate retention applications. Such professionals will be compensated in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and other orders of this Court. 2 Although certain of the Ordinary Course Professionals may hold unsecured claims against the Debtors for prepetition services rendered to the Debtors, the Debtors do not believe that any of the Ordinary Course Professionals have an interest adverse to the Debtors, their creditors or other parties-in-interest on the matters for which they would be employed. 7

8 Case KJC Doc 364 Filed 07/13/16 Page 8 of Relief similar to that requested herein has been routinely granted by courts in this District. See, e.g., In re RS Legacy Corp., Case No (BLS) (Bankr. D. Del. Mar. 25, 2015); In re Old FENM Inc., Case No (KJC) (Bankr. D. Del. Oct. 23, 2013); In re MSD Performance, Inc., Case No (PJV) (Bankr. D. Del. Oct. 1, 2013); In re Highway Tech., Inc., Case No (KJC) (Bankr. D. Del. June 27, 2013); In re AFA Investment Inc., Case No (MFW) (Bankr. D. Del. Apr. 20, 2012); In re Chef Solutions Holdings, LLC, Case No (KG) (Bankr. D. Del. Oct. 26, 2011); In re Harry & David Holdings, Inc., Case No (MFW) (Bankr. D. Del. Apr. 26, 2011). NOTICE 23. The Debtors will provide notice of this Motion to: (i) the U.S. Trustee; (ii) (ii) proposed counsel to the Official Committee of Unsecured Creditors; (iii) Bank of America, N.A.; (iv) Pathlight Capital LLC; (v) the landlords under the Debtors unexpired leases of nonresidential real property; and (vi) all parties who, as of the filing of the Motion, have filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule No previous request for the relief sought herein has been made by the Debtors to this or any other court. 8

9 Case KJC Doc 364 Filed 07/13/16 Page 9 of 9 CONCLUSION WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that this Court enter an order, substantially in the form attached hereto as Exhibit C, granting the relief requested in the Motion and such other and further relief as is just and proper. Dated: July 13, 2016 /s/ Chantelle D. McClamb Wilmington, Delaware Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Chantelle D. McClamb (No. 5978) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite North King Street Wilmington, Delaware Telephone: (302) csamis@wtplaw.com kgood@wtplaw.com cmcclamb@wtplaw.com Proposed Counsel to the Debtors 9

10 Case KJC Doc Filed 07/13/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: (KJC) (Jointly Administered) Objection Deadline: July 27, 2016 at 4:00 p.m. (ET) Hearing Date: August 3, 2016 at 11:00 a.m. (ET) NOTICE OF MOTION AUTHORIZING THE DEBTORS TO RETAIN, NUNC PRO TUNC AS OF THE PETITION DATE, AND PAY PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS PLEASE TAKE NOTICE that, on July 13, 2016, the above-captioned debtors and debtors in possession (the Debtors ) filed the Motion Authorizing the Debtors to Retain, Nunc Pro Tunc as of the Petition Date, and Pay Professionals Utilized in the Ordinary Course of Business (the Motion ). PLEASE TAKE FURTHER NOTICE that any objection or response to the Motion must be (i) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before July 27, 2016 at 4:00 p.m. (Eastern Time) (the Objection Deadline ) and (ii) served so as to be actually received no later than the Objection Deadline by the undersigned proposed counsel to the Debtors. PLEASE TAKE FURTHER NOTICE that a hearing to consider the Motion is scheduled to be held before the Honorable Kevin J. Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 5, 824 Market Street, Wilmington, Delaware on August 3, 2016 at 11:00 a.m. (Eastern Time). 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX

11 Case KJC Doc Filed 07/13/16 Page 2 of 2 PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING. Dated: July 13, 2016 Wilmington, Delaware Respectfully submitted, /s/ Chantelle D. McClamb Christopher M. Samis (No. 4909) L. Katherine Good (No. 5101) Chantelle D. McClamb (No. 5978) WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite North King Street Wilmington, Delaware Telephone: (302) csamis@wtplaw.com kgood@wtplaw.com cmcclamb@wtplaw.com Proposed Counsel to the Debtors 2

12 Case KJC Doc Filed 07/13/16 Page 1 of 2 EXHIBIT A

13 Case KJC Doc Filed 07/13/16 Page 2 of 2 NONEXCLUSIVE SCHEDULE OF ORDINARY COURSE PROFESSIONALS Name Address Type of Work Johnson & Sheldon, PLLC Sprouse, Shrader, Smith, P.C. Avalara, Inc. 500 S Taylor St., Unit 218 Amarillo, TX S Taylor St, Suite 500 Amarillo, TX Dept Ch Palatine, IL Litigation Counsel Employment Counsel Tax Preparation Warner Norcross & Judd LLP Mullin Hoard & Brown LLP Moffatt Thomas Barrett Rock & Fields Chipman Brown Cicero & Cole, LLP 900 Fifth Third Center Grand Rapids, MI S Taylor St. #800 Amarillo, TX S. Capitol Blvd., 10th Floor Boise, ID N. Market Street, Suite 5400 Wilmington, DE Litigation Counsel Employment Counsel Litigation Counsel Litigation Counsel

14 Case KJC Doc Filed 07/13/16 Page 1 of 3 EXHIBIT B

15 Case KJC Doc Filed 07/13/16 Page 2 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: (KJC) (Jointly Administered) DECLARATION IN SUPPORT OF ORDINARY COURSE RETENTION I, [ ] declare under penalty of perjury as follows, pursuant to the provisions of 28 U.S.C. 1746: I am a member, partner or similar representative of the following company or firm (in each case, the Firm ), which maintains offices at the address and phone number listed below: Firm: Address and Phone Number: This declaration is submitted in connection with an order of the United States Bankruptcy Court for the District of Delaware authorizing the above-captioned debtors (collectively, the Debtors ) to retain, nunc pro tunc as of the Petition Date (defined below), certain professionals in the ordinary course of business during the pendency of the Debtors chapter 11 cases (the Order ). Since June 13, 2016, (the Petition Date ), the Debtors have requested that the Firm provide services (or continue to provide services) to the Debtors, and the Firm has agreed to provide such services. 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX

16 Case KJC Doc Filed 07/13/16 Page 3 of 3 The Firm, through me, and other members, partners, associates or employees of the Firm, has provided, and/or plans to provide, the following services to the Debtors from and after the Petition Date: [ ] To the best of my knowledge, information and belief, formed after due inquiry: (i) except for the proposed retention of the Firm in these chapter 11 cases, the Firm does not currently provide services to any party in any matter related to these chapter 11 cases; and (ii) the Firm does not represent or hold an interest adverse to the Debtors. Now or in the future, the Firm may provide services to certain creditors of the Debtors or other interested parties in matters unrelated to the Debtors, but in this regard, the Firm s work for these clients will not include the provision of services on any matters relating to the Debtors chapter 11 cases. The Firm is owed approximately $[ ] on account of services rendered and expenses incurred prior to the Petition Date in connection with the Firm s employment by the Debtors. The Firm further states that it has not shared, has not agreed to share, nor will it agree to share, any compensation received in connection with these chapter 11 cases with any party or person except to the extent permitted by the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, although such compensation may be shared with any member or partner of, or any person employed by, the Firm. 2

17 Case KJC Doc Filed 07/13/16 Page 1 of 5 EXHIBIT C

18 Case KJC Doc Filed 07/13/16 Page 2 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re DRAW ANOTHER CIRCLE, LLC, et al., 1 Debtors. Chapter 11 Case No.: (KJC) (Jointly Administered) Re: Docket No. ORDER AUTHORIZING THE RETENTION, NUNC PRO TUNC AS OF THE PETITION DATE, AND PAYMENT OF PROFESSIONALS UTILIZED BY THE DEBTORS IN THE ORDINARY COURSE OF BUSINESS This matter coming before the Court on the Motion Authorizing the Debtors to Retain, Nunc Pro Tunc as of the Petition Date, and Pay Professionals Utilized in the Ordinary Course of Business (the Motion ), filed by the above-captioned debtors and debtors in possession (collectively, the Debtors ); the Court having reviewed the Motion and having heard the statements of counsel and evidence adduce with respect to the Motion at a hearing before the Court (the Hearing ); the Court having found that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, (ii) venue is proper in this district pursuant to 28 U.S.C. 1409, (iii) this is a core proceeding pursuant to 28 U.S.C. 157(b), and (iv) notice of the Motion and the Hearing was sufficient under the circumstances; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773); and Hastings Internet, Inc. (0809). The Debtors executive headquarters are located at 3601 Plains Boulevard, Amarillo, TX

19 Case KJC Doc Filed 07/13/16 Page 3 of 5 2. Pursuant to sections 105(a), 327, 328 and 330 of the Bankruptcy Code and Bankruptcy Rule 2014(a), to the extent deemed necessary or appropriate by the Debtors, the Debtors are authorized to employ Ordinary Course Professionals in the ordinary course of the Debtors business, effective as of the Petition Date. 3. The Debtors are authorized to pay each Ordinary Course Professional, without further order of the court, 100 percent of the fees and disbursements actually incurred by the Ordinary Course Professional after the Petition Date, up to: (i) $40,000 per month per Ordinary Course Professional on average over a rolling three-month period; and (ii) $400,000, in the aggregate, per Ordinary Course Professional over the duration of these chapter 11 cases (the OCP Fee Limits ). 4. Within thirty (30) days after the later of the entry of this Order or the date on which the Ordinary Course Professional commences services for the Debtors, each Ordinary Course Professional shall provide the Debtors attorneys with an Ordinary Course Professional Declaration, substantially in the form annexed to the Motion as Exhibit B, certifying that the Ordinary Course Professional does not represent or hold any interest adverse to the Debtors or their estates with respect to the matter on which the Ordinary Course Professional is to be employed. 5. Upon receipt of any such Ordinary Course Professional Declaration, the Debtors attorneys shall file it with the Court and serve it upon the Interested Parties, which service may be via . The Interested Parties shall have fourteen (14) days following such service to notify the Debtors in writing of any objection to the requested retention. If after fourteen (14) days no objection is filed, then the retention of such Ordinary Course Professional shall be deemed approved without the need of a hearing or further order. 2

20 Case KJC Doc Filed 07/13/16 Page 4 of 5 6. No Ordinary Course Professional shall be paid any amounts for invoiced fees and/or expense reimbursements until its Ordinary Course Professional Declaration has been filed with and approved by the Court or, if an objection is filed, the objection is resolved consensually or by order of the Court. 7. To the extent that an Ordinary Course Professional seeks compensation in excess of the OCP Fee Limits (the Excess Fees ), the Ordinary Course Professional shall file with the Court and serve on the Interested Parties, which service may be via , a notice of fees in excess of the OCP Fee Limits (the Notice of Excess Fees ) and an invoice setting forth, in reasonable detail, the nature of the services rendered and disbursements actually incurred. Interested Parties shall then have fourteen (14) days to object to the Notice of Excess Fees. If after fourteen (14) days no objection is filed, the Excess Fees shall be deemed approved, and the Ordinary Course Professional may be paid 100 percent of its fees and 100 percent of its expenses without the need to file a fee application. [remainder of page intentionally blank] 3

21 Case KJC Doc Filed 07/13/16 Page 5 of 5 8. Beginning thirty (30) days after the end of the first calendar quarter following the Petition Date, and 30 days after the end of each quarter thereafter (each, a Quarter ) in which these chapter 11 cases are pending, the Debtors shall file with the Court and serve on the Interested Parties, which service may be via , a statement (the OCP Fee Statement ) with respect to the immediately preceding Quarter which shall include the following information with respect to each Ordinary Course Professional: (i) the name of the Ordinary Course Professional; (ii) the aggregate amounts of fees paid as compensation for services rendered and reimbursement of expenses incurred by such Ordinary Course Professional during the reported Quarter; and (iii) a general description of the services rendered by each Ordinary Course Professional during the reported Quarter. The first OCP Fee Statement shall be filed on or before October 30, Dated:, 2016 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCY JUDGE 4