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1 alg Doc 17 Filed 03/06/13 Entered 03/06/ Main Document Pg 1 of 6 Robert L. Geltzer, as Chapter 7 Trustee of the Debtor (RG 4656) 1556 Third Avenue, Suite 505 New York, New York (212) Chapter 7 Trustee of the Debtor UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re BUDGET TRAVEL, Debtor. x Chapter 7 Case No (ALG) TRUSTEE S APPLICATION FOR ORDER PURSUANT TO 11 U.S.C. 327 AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 AUTHORIZING RETENTION OF SQUIRE SANDERS (US) LLP AS SPECIAL LITIGATION AND SECTION 363 COUNSEL TO THE TRUSTEE TO THE HONORABLE ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE Robert L. Geltzer (the Trustee or the Applicant ), Chapter 7 Trustee of the Debtor Budget Travel (the Debtor ), respectfully represents RELIEF REQUESTED By this application (the Application ), the Trustee seeks entry of an order, pursuant to Section 327 of Title 11 of the United States Codes 11 U.S.C. 101 et seq., as amended (the Bankruptcy Code), and Rule 2014 of the Federal Rules of Bankruptcy Procedure ( Bankruptcy Rules ), authorizing the retention of Squire Sanders (US) LLP ( Squire Sanders ), which maintains its offices for the practice of law at 30 Rockefeller Plaza, New York, New York /

2 alg Doc 17 Filed 03/06/13 Entered 03/06/ Main Document Pg 2 of , as Special Litigation and Section 363 Counsel to the Trustee, to render services in connection with the above-captioned Chapter 7 case. BACKGROUND 1. On December 5, 2012, an involuntary petition for relief under Chapter 7 of the Bankruptcy Code was filed against the Debtor by creditors Ryan Murphy, Stuart Wald and Amanda Marsalis. 2. On February 5, 2013, an Order for Relief respecting the Debtor was entered by this Court. 3. On or about February 11, 2013, Applicant was appointed as interim Trustee of the Debtor, and continues to serve in that position. DISCUSSION 4. As Trustee, I have selected Squire Sanders to be my Special Litigation and Section 363 Counsel in this case. Its attorneys are duly admitted to practice in this Court, and I believe that Squire Sanders is well qualified to represent me in this case with respect to any motions for any sale of the Debtor s business and/or any of its assets, in any pending or future adversary proceedings in this case, and in any other litigation-related matters therein. 5. To date, no schedules have been filed in this case. Based upon the information which I as Trustee have been able to obtain from other sources, it appears that the Debtor s business primarily consists of a website called Budgettravel.com, which provides travel-related services. The website is hosted by a third party. Visitors to the website can book travel such as plane tickets and hotel reservations. In addition, visitors can also click on various advertiser links that will redirect them to third party providers of travel-related services, through whom trips can be booked. The Debtor has supported the website through advertising. In addition, /

3 alg Doc 17 Filed 03/06/13 Entered 03/06/ Main Document Pg 3 of 6 each time a visitor is redirected to a new website, and as a result books a trip from that website, the Debtor receives revenue. The Debtor has also been publishing a magazine entitled Budget Travel. The magazine produced a January issue but the Debtor did not have sufficient funds to publish a hard copy for its subscribers; accordingly, the magazine was made available on its website. 6. It has been brought to my attention that there are at least several entities who have expressed an interest in purchasing the Debtor s business and/or assets of that business. Accordingly, in order to preserve the value of that business and of those assets on behalf of the Debtor s estate pending a possible sale of same pursuant to Section 363 of the Bankruptcy Code, I anticipate that it may be necessary for me as Trustee to seek an order from this Court authorizing the continued operation of the Debtor s business for a limited period of time, in accordance with Section 721 of the Bankruptcy Code. 7. Thus, as Trustee I require the services of Squire Sanders as the Trustee s Special Litigation and 363 Counsel to perform the following (a) conducting of a Bankruptcy Rule 2004 examination of the Debtor, by its former Vice President and Publisher Elaine Alimonti and/or another officer, director and/or principal of the Debtor to further investigate the nature and extent of the business of the Debtor and of the Debtor s assets, the financial affairs and transactions of the Debtor, the creditors of the Debtor, and of any other matters pertaining to the Debtor and the administration of the Debtor s estate; (b) to take any other Bankruptcy Rule 2004 examinations, I as Trustee may deem appropriate and as this Court approves; (c) in the event in my business judgment I deem it appropriate, making an application to this Court for authorization to operate the business of the Debtor for a limited period of time in accordance with Section 721 of the Bankruptcy Code; (d) in the event in my business judgment as Trustee I deem as appropriate a /

4 alg Doc 17 Filed 03/06/13 Entered 03/06/ Main Document Pg 4 of 6 sale of the Debtor s business and/or its assets pursuant to Section 363 of the Bankruptcy Code, then preparing the requisite court papers and sale documents in connection with same; (e) commencing and prosecuting any adversary proceedings under the Bankruptcy Code that I as Trustee may deem appropriate, including the preparation of complaints, and other legal papers in connection with such matters; (f) to appear before this Court and protect the interests of the Debtor s estate with respect to such proceedings; and (g) to provide such other litigation-related services that the Trustee may request and direct Squire Sanders to perform. Squire Sanders and the Trustee s General Counsel will avoid to the best of their abilities duplication of their respective services, and understand that to the extent there is any duplication, only one firm will be paid for any such services. 8. In the declaration of Robert A. Wolf, Esq. (the Wolf Declaration ), annexed hereto, Mr. Wolf, a member of Squire Sanders, represents that to the best of his knowledge, after due inquiry, Squire Sanders does not hold or represent any interest adverse to any interest of the Trustee, the Debtor or its creditors with respect to the matters upon which it has been, and is to be, engaged, and that Squire Sanders is a disinterested person, as that term is defined by Bankruptcy Code 101(14). 9. As set forth in the Wolf Declaration, Squire Sanders is representing me and, it is anticipated, will continue to represent me as general or special counsel in my capacity as chapter 7 or chapter 11 trustee in other, unconnected chapter 7 and chapter 11 cases filed in the United States Bankruptcy Courts of the Southern and Eastern Districts of New York. 10. In each of those matters, Squire Sanders has been or will be retained pursuant to an order duly entered by the appropriate Bankruptcy Court, and any award of fees and expenses to Squire Sanders in connection with such representations has been or will be subject to a proper /

5 alg Doc 17 Filed 03/06/13 Entered 03/06/ Main Document Pg 5 of 6 application to, and approval by, the appropriate Bankruptcy Court pursuant to Sections 330 and 331 of Title 11 of the Bankruptcy Code, the Bankruptcy Rules, and any pertinent Local Rules of the appropriate Bankruptcy Court. 11. In addition, as the Wolf Declaration states, Squire Sanders has represented and/or continues to represent the entities listed on Exhibit A to the Wolf Declaration, in matters wholly unrelated to the Debtor and this case. 1 It is my understanding that such entities are either creditors or affiliates of creditors of the Debtor s estate. 12. With respect to the entities listed on Exhibit A to the Wolf Declaration, Squire Sanders has represented to me that the amounts received by Squire Sanders from each entity during the year 2012 represented less than one percent of Squire Sander s total revenue for that year. In the event of litigation in this case adverse to those entities and/or the pertinent subsidiaries thereof, where necessary, I, as Trustee, will have General Counsel, or will seek to retain other counsel to, prosecute same. 13. I seek to retain Squire Sanders as of February 11, 2013, as of which date, at my request, Squire Sanders began to ascertain information respecting the Debtor s business, and upon which date Squire Sanders participated with me in various conference calls with counsel for a former parent company of the Debtor and with a principal of the Debtor to obtain background information pertaining to the Debtor and its business. 14. Squire Sanders has advised me that it has conducted the internal firm conflict check which is standard as a matter of course for proposed Section 327 retentions like the subject one. Squire Sanders has further advised me that it will charge for services rendered on an hourly basis, and will seek reimbursement for reasonable expenses incurred in connection with 1 Exhibit A to the Wolf Declaration does not include former clients of Squire Sanders whose unrelated matters were closed more than three years prior to the date of this Application /

6 alg Doc 17 Filed 03/06/13 Entered 03/06/ Main Document Pg 6 of 6 performing such services. Such compensation will be paid, and expenses reimbursed, solely upon application to this Court and upon such notice and hearing as provided by the Bankruptcy Code and the Bankruptcy Rules. 15. No prior application for the relief requested herein has been made. WHEREFORE, the undersigned, as Trustee, respectfully requests the entry of the annexed order authorizing the Trustee to retain Squire Sanders as his Special Litigation and Section 363 Counsel as of February 11, 2013, for the purposes summarized herein and further detailed in the Wolf Declaration, and for such other relief as is just. Dated New York, New York March 4, 2013 /s/ Robert L. Geltzer Robert L. Geltzer as Chapter 7 Trustee of the Debtor 1556 Third Avenue, Suite 505 New York, New York (212) /

7 of Robert A. Wolf Pg 1 of 7 SQUIRE SANDERS (US) LLP 30 Rockefeller Plaza New York, NY (212) Robert A. Wolf, Esq. (robert.wolf@squiresanders.com) Proposed Special Litigation and Section 363 Counsel to the Chapter 7 Trustee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 7 BUDGET TRAVEL, Case No (ALG) Debtor. x DECLARATION OF ROBERT A. WOLF PURSUANT TO BANKRUPTCY RULE 2014 ON BEHALF OF SQUIRE SANDERS (US) LLP AS PROPOSED SPECIAL LITIGATION AND SECTION 363 COUNSEL TO TRUSTEE AND DISCLOSURE PURSUANT TO BANKRUPTCY CODE SECTIONS 327 AND 329 AND BANKRUPTCY RULE 2014 Robert A. Wolf, Esq. declares under penalty of perjury, pursuant to 28 U.S.C. 1746, to the best of his knowledge and based upon the documents available to him, as follows 1. I am an attorney duly admitted and in good standing to practice before the United States District Court for the Southern District of New York. I am a member of the firm Squire Sanders (US) LLP ( Squire Sanders ). My firm maintains an office for the practice of law at 30 Rockefeller Plaza, New York, New York I submit this declaration in connection with the application of Robert L. Geltzer, the interim Chapter 7 Trustee (the Trustee ) of Budget Travel (the Debtor or Budget Travel ), to retain Squire Sanders as his Special Litigation and Section 363 Counsel nunc pro tunc to February 11, 2013 in the above /

8 of Robert A. Wolf Pg 2 of 7 captioned case (the Application ) and to provide the disclosures required pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). 2. I have discussed with the Trustee his desire to use the services of Squire Sanders as Special Litigation and Section 363 Counsel in connection with the following matters (a) conducting of a Bankruptcy Rule 2004 examination of the Debtor, by its former Vice President and Publisher Elaine Alimonti and/or another officer, director and/or principal of the Debtor to further investigate the nature and extent of the business of the Debtor and of the Debtor s assets, the financial affairs and transactions of the Debtor, the creditors of the Debtor, and of any other matters pertaining to the Debtor and the administration of the Debtor s estate; (b) to take any other Bankruptcy Rule 2004 examinations which the Trustee may deem appropriate and which this Court approves; (c) in the event in the Trustee s business judgment he deems it appropriate, making an application to this Court for authorization to operate the business of the Debtor for a limited period of time in accordance with Section 721 of the Bankruptcy Code; (d) in the event the Trustee deems appropriate a sale of the Debtor s business and/or its assets pursuant to Section 363 of the Bankruptcy Code, then preparing the requisite court papers and sale documents in connection with same; (e) commencing and prosecuting any adversary proceedings under the Bankruptcy Code the Trustee may deem appropriate, including the preparation of complaints, and other legal papers in connection with such matters; (f) to appear before this Court and protect the interests of the Debtor s estate with respect to such proceedings; and (g) to provide such other litigation-related services that the Trustee may request and direct Squire Sanders to perform. Squire Sanders and the Trustee s General Counsel will avoid to the best of their abilities duplication of their respective services, and understand that to the extent there is any duplication, only one firm will be paid for any such services /

9 of Robert A. Wolf Pg 3 of 7 3. The Trustee seeks to retain Squire Sanders as of February 11, On that date, the Trustee requested that Squire Sanders begin to ascertain information respecting the Debtor s business, and on that date Squire Sanders participated with the Trustee in various conference calls with counsel for a former parent company of the Debtor and with a principal of the Debtor to obtain background information pertaining to the Debtor and its business. 4. Squire Sanders will charge its regular rates for its services as set forth in paragraph 12, infra. I understand that any award of fees and expenses will be subject to a proper application to, and approval by, the Bankruptcy Court pursuant to Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and any Local Rules of this District. 5. No promises have been received by my firm, nor any member, attorney who is of counsel to the firm, or associate thereof, as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code. Neither I, my law firm, any member of the firm, attorney who is of counsel to the firm, nor any associate thereof, has any agreement with any other entity to share with such entity any compensation received by my firm in connection with this case or the representation of the Trustee. 6. As set forth more fully below, neither I, my law firm, any member of the firm, attorney who is of counsel to the firm, nor any associate thereof, insofar as I have been able to ascertain, holds or represents any interest adverse to the Trustee or the Debtor s estate. 7. Additionally, neither I, my firm, any member of my firm, any attorney who is of counsel to the firm nor any associate thereof, insofar as I have been able to ascertain a. is a creditor of the Debtor (including by reason of unpaid fees for services rendered prior to the date of this declaration); b. is a direct or indirect equity security holder of the Debtor; /

10 of Robert A. Wolf Pg 4 of 7 c. is or has been an officer, director or employee of the Debtor, or an insider of the Debtor, as that term is defined in Section 101(31) of the Bankruptcy Code; d. is or has been an investment banker for any security (outstanding or otherwise) of the Debtor, or an attorney for such an investment banker in connection with the offer, sale or issuance of a security of the Debtor; or a director, officer or employee of an investment banker for any security (outstanding or otherwise) of the Debtor; e. presently represents a creditor of the Debtor, or a person otherwise adverse or potentially adverse to the Debtor or the Debtor s estate, on any matter that is related to the Debtor or the Debtor s estate; f. previously represented a creditor of the Debtor, or a person who is otherwise adverse or potentially adverse to the Debtor or the Debtor s estate, on any matter substantially related to the Debtor s case; g. except as described below, has any connection with the Debtor, the Trustee, the Office of the United States Trustee or any employee of that office, or any of the Debtor s creditors; or h. has any other interest, direct or indirect, which may affect or be affected by the proposed representation. To the best of my knowledge and based upon the information presently available to me, my firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. 8. Squire Sanders is representing, and it is anticipated, will continue to represent, Robert L. Geltzer as general or special counsel in his capacity as chapter 7 or chapter 11 trustee in other, unconnected chapter 7 cases filed in the United States Bankruptcy Courts of the Southern and Eastern Districts of New York. 9. Furthermore, Squire Sanders has represented and/or continues to represent the entity listed on Exhibit A, attached hereto, in matters wholly unrelated to the Debtor and this /

11 of Robert A. Wolf Pg 5 of 7 case. 1 It is my understanding that such entity is an affiliate of a possible creditor of the Debtor s estate, HSBC Card Services, Inc. 10. With respect to the entity listed on Exhibit A, I am advised by my firm that the amount received by Squire Sanders from said entity during the year 2012 represented less than one percent of Squire Sanders s total revenue for that year. In the event of litigation in this case adverse to that entity and/or the pertinent subsidiary and/or affiliate thereof, namely HSBC Card Services, Inc., where necessary, the Trustee will have his General Counsel, or will seek to retain other counsel to, prosecute the same. 11. I, individually, and on behalf of my firm, agree that a. Any settlement of any controversy or action shall be subject to the Trustee s written consent and to the approval of this Court upon the Trustee s motion therefor; and b. Upon settlement or other liquidation of any claims being prosecuted by the firm, the gross proceeds from said settlement or other liquidation shall be turned over to the Trustee upon receipt by me for distribution by the Trustee in accordance with orders of this Court and/or the Bankruptcy Code. 12. Squire Sanders will charge rates for its services discounted from the standard rates it charges other clients of the firm. To the extent a partner renders certain legal services on behalf of the Trustee, I anticipate that the hourly rate for such partner during the year 2013 will be in the range of $335 - $695. To the extent another associate(s) or an attorney of this 1 Exhibit A does not include former clients of Squire Sanders whose matters, unrelated to the Debtor, were closed more than three years prior to the date of the Application /

12 of Robert A. Wolf Pg 6 of 7 firm with the designation of Senior Attorney or Counsel or Principal renders certain legal services on behalf of the Trustee in this case, I anticipate that the hourly rate for such associate(s), Counsel(s) or Principal(s) during the year 2013 will be in the range of $190-$550. To the extent that a legal assistant renders legal services on behalf of the Trustee, I anticipate that the hourly rate for such legal assistant during the year 2013 shall be in the range of $95-$ Squire Sanders shall apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and orders of the Court, including, but not limited to, provisions relating to the keeping of accurate time and disbursement records. WHEREFORE, it is respectfully requested that Squire Sanders be retained as Special Litigation and Section 363 Counsel to Robert L. Geltzer, Esq., the Chapter 7 Trustee, as of February 11, 2013, with its fees to be subject to a proper application to, and approval thereof by, the Bankruptcy Court pursuant to Sections 330 and 331 of the Bankruptcy Code, the Rules and any Local Rules of this District. Dated New York, New York March 4, 2013 /s/ Robert A. Wolf Robert A. Wolf /

13 of Robert A. Wolf Pg 7 of 7 1. HSBC EXHIBIT A /

14 of Robert A. Wolf Pg 1 of 7 SQUIRE SANDERS (US) LLP 30 Rockefeller Plaza New York, NY (212) Robert A. Wolf, Esq. (robert.wolf@squiresanders.com) Proposed Special Litigation and Section 363 Counsel to the Chapter 7 Trustee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 7 BUDGET TRAVEL, Case No (ALG) Debtor. x DECLARATION OF ROBERT A. WOLF PURSUANT TO BANKRUPTCY RULE 2014 ON BEHALF OF SQUIRE SANDERS (US) LLP AS PROPOSED SPECIAL LITIGATION AND SECTION 363 COUNSEL TO TRUSTEE AND DISCLOSURE PURSUANT TO BANKRUPTCY CODE SECTIONS 327 AND 329 AND BANKRUPTCY RULE 2014 Robert A. Wolf, Esq. declares under penalty of perjury, pursuant to 28 U.S.C. 1746, to the best of his knowledge and based upon the documents available to him, as follows 1. I am an attorney duly admitted and in good standing to practice before the United States District Court for the Southern District of New York. I am a member of the firm Squire Sanders (US) LLP ( Squire Sanders ). My firm maintains an office for the practice of law at 30 Rockefeller Plaza, New York, New York I submit this declaration in connection with the application of Robert L. Geltzer, the interim Chapter 7 Trustee (the Trustee ) of Budget Travel (the Debtor or Budget Travel ), to retain Squire Sanders as his Special Litigation and Section 363 Counsel nunc pro tunc to February 11, 2013 in the above /

15 of Robert A. Wolf Pg 2 of 7 captioned case (the Application ) and to provide the disclosures required pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). 2. I have discussed with the Trustee his desire to use the services of Squire Sanders as Special Litigation and Section 363 Counsel in connection with the following matters (a) conducting of a Bankruptcy Rule 2004 examination of the Debtor, by its former Vice President and Publisher Elaine Alimonti and/or another officer, director and/or principal of the Debtor to further investigate the nature and extent of the business of the Debtor and of the Debtor s assets, the financial affairs and transactions of the Debtor, the creditors of the Debtor, and of any other matters pertaining to the Debtor and the administration of the Debtor s estate; (b) to take any other Bankruptcy Rule 2004 examinations which the Trustee may deem appropriate and which this Court approves; (c) in the event in the Trustee s business judgment he deems it appropriate, making an application to this Court for authorization to operate the business of the Debtor for a limited period of time in accordance with Section 721 of the Bankruptcy Code; (d) in the event the Trustee deems appropriate a sale of the Debtor s business and/or its assets pursuant to Section 363 of the Bankruptcy Code, then preparing the requisite court papers and sale documents in connection with same; (e) commencing and prosecuting any adversary proceedings under the Bankruptcy Code the Trustee may deem appropriate, including the preparation of complaints, and other legal papers in connection with such matters; (f) to appear before this Court and protect the interests of the Debtor s estate with respect to such proceedings; and (g) to provide such other litigation-related services that the Trustee may request and direct Squire Sanders to perform. Squire Sanders and the Trustee s General Counsel will avoid to the best of their abilities duplication of their respective services, and understand that to the extent there is any duplication, only one firm will be paid for any such services /

16 of Robert A. Wolf Pg 3 of 7 3. The Trustee seeks to retain Squire Sanders as of February 11, On that date, the Trustee requested that Squire Sanders begin to ascertain information respecting the Debtor s business, and on that date Squire Sanders participated with the Trustee in various conference calls with counsel for a former parent company of the Debtor and with a principal of the Debtor to obtain background information pertaining to the Debtor and its business. 4. Squire Sanders will charge its regular rates for its services as set forth in paragraph 12, infra. I understand that any award of fees and expenses will be subject to a proper application to, and approval by, the Bankruptcy Court pursuant to Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and any Local Rules of this District. 5. No promises have been received by my firm, nor any member, attorney who is of counsel to the firm, or associate thereof, as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code. Neither I, my law firm, any member of the firm, attorney who is of counsel to the firm, nor any associate thereof, has any agreement with any other entity to share with such entity any compensation received by my firm in connection with this case or the representation of the Trustee. 6. As set forth more fully below, neither I, my law firm, any member of the firm, attorney who is of counsel to the firm, nor any associate thereof, insofar as I have been able to ascertain, holds or represents any interest adverse to the Trustee or the Debtor s estate. 7. Additionally, neither I, my firm, any member of my firm, any attorney who is of counsel to the firm nor any associate thereof, insofar as I have been able to ascertain a. is a creditor of the Debtor (including by reason of unpaid fees for services rendered prior to the date of this declaration); b. is a direct or indirect equity security holder of the Debtor; /

17 of Robert A. Wolf Pg 4 of 7 c. is or has been an officer, director or employee of the Debtor, or an insider of the Debtor, as that term is defined in Section 101(31) of the Bankruptcy Code; d. is or has been an investment banker for any security (outstanding or otherwise) of the Debtor, or an attorney for such an investment banker in connection with the offer, sale or issuance of a security of the Debtor; or a director, officer or employee of an investment banker for any security (outstanding or otherwise) of the Debtor; e. presently represents a creditor of the Debtor, or a person otherwise adverse or potentially adverse to the Debtor or the Debtor s estate, on any matter that is related to the Debtor or the Debtor s estate; f. previously represented a creditor of the Debtor, or a person who is otherwise adverse or potentially adverse to the Debtor or the Debtor s estate, on any matter substantially related to the Debtor s case; g. except as described below, has any connection with the Debtor, the Trustee, the Office of the United States Trustee or any employee of that office, or any of the Debtor s creditors; or h. has any other interest, direct or indirect, which may affect or be affected by the proposed representation. To the best of my knowledge and based upon the information presently available to me, my firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. 8. Squire Sanders is representing, and it is anticipated, will continue to represent, Robert L. Geltzer as general or special counsel in his capacity as chapter 7 or chapter 11 trustee in other, unconnected chapter 7 cases filed in the United States Bankruptcy Courts of the Southern and Eastern Districts of New York. 9. Furthermore, Squire Sanders has represented and/or continues to represent the entity listed on Exhibit A, attached hereto, in matters wholly unrelated to the Debtor and this /

18 of Robert A. Wolf Pg 5 of 7 case. 1 It is my understanding that such entity is an affiliate of a possible creditor of the Debtor s estate, HSBC Card Services, Inc. 10. With respect to the entity listed on Exhibit A, I am advised by my firm that the amount received by Squire Sanders from said entity during the year 2012 represented less than one percent of Squire Sanders s total revenue for that year. In the event of litigation in this case adverse to that entity and/or the pertinent subsidiary and/or affiliate thereof, namely HSBC Card Services, Inc., where necessary, the Trustee will have his General Counsel, or will seek to retain other counsel to, prosecute the same. 11. I, individually, and on behalf of my firm, agree that a. Any settlement of any controversy or action shall be subject to the Trustee s written consent and to the approval of this Court upon the Trustee s motion therefor; and b. Upon settlement or other liquidation of any claims being prosecuted by the firm, the gross proceeds from said settlement or other liquidation shall be turned over to the Trustee upon receipt by me for distribution by the Trustee in accordance with orders of this Court and/or the Bankruptcy Code. 12. Squire Sanders will charge rates for its services discounted from the standard rates it charges other clients of the firm. To the extent a partner renders certain legal services on behalf of the Trustee, I anticipate that the hourly rate for such partner during the year 2013 will be in the range of $335 - $695. To the extent another associate(s) or an attorney of this 1 Exhibit A does not include former clients of Squire Sanders whose matters, unrelated to the Debtor, were closed more than three years prior to the date of the Application /

19 of Robert A. Wolf Pg 6 of 7 firm with the designation of Senior Attorney or Counsel or Principal renders certain legal services on behalf of the Trustee in this case, I anticipate that the hourly rate for such associate(s), Counsel(s) or Principal(s) during the year 2013 will be in the range of $190-$550. To the extent that a legal assistant renders legal services on behalf of the Trustee, I anticipate that the hourly rate for such legal assistant during the year 2013 shall be in the range of $95-$ Squire Sanders shall apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and orders of the Court, including, but not limited to, provisions relating to the keeping of accurate time and disbursement records. WHEREFORE, it is respectfully requested that Squire Sanders be retained as Special Litigation and Section 363 Counsel to Robert L. Geltzer, Esq., the Chapter 7 Trustee, as of February 11, 2013, with its fees to be subject to a proper application to, and approval thereof by, the Bankruptcy Court pursuant to Sections 330 and 331 of the Bankruptcy Code, the Rules and any Local Rules of this District. Dated New York, New York March 4, 2013 /s/ Robert A. Wolf Robert A. Wolf /

20 of Robert A. Wolf Pg 7 of 7 1. HSBC EXHIBIT A /