IN THE UNITED STATES BANKRUPTCY COURT FOR THE …omnimgt.com/CMSVol2/pub_46580/379019_273.pdfand NH Bar since 2010 Leslie F. Forrester Law Library Director 2003 $295.00 1.60 $ 472.00

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11 )

Backyard Burgers, Inc., et al. 1 ) Case No. 12-12882 (PJW)

Debtors. ) Jointly Administered Objection Deadline: January 29, 2013 at 4:00 p.m. Hearing Date: Scheduled only if Necessary

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF

PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS,

FOR THE PERIOD FROM NOVEMBER 5, 2012 THROUGH NOVEMBER 30, 2012

Name of Applicant: Pachuiski Stang Ziehi & Jones LLP

Authorized to Provide Professional Services to: Official Committee of Unsecured Creditors

Date of Retention: Effective nunc pro tunc to November 5, 2012 by order signed on or about December 5, 2012

Period for which Compensation and Reimbursement is Sought:

November 5, 2012 through November 30, 20122

Amount of Compensation Sought as Actual, $67,012.50 Reasonable and Necessary:

Amount of Expense Reimbursement Sought $ 3,296.92 as Actual, Reasonable and Necessary:

This is a: jç . monthly - interim - final application.

The total time expended for fee application preparation is approximately 3.0 hours

and the corresponding compensation requested is approximately $1,500.00.

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor ’s 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. 2 The applicant reserves the right to include any time expended in the time period indicated above in future application(s) if it is not included herein.

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PRIOR APPLICATIONS FILED

Date Filed

Period Covered Requested Fees

Requested Expenses

Approved Fees

Approved Expenses

No prior fee applications have been filed.

PSZ&J PROFESSIONALS

Name of Professional Position of the Applicant, Hourly Total Total Individual Number of Years in that Billing Hours Compensation

Position, Prior Relevant Rate Billed Experience, Year of Obtaining (including

License to Practice, Area of Changes) Expertise

Bradford J. Sandier Partner 2010; Member of PA and $695.00 38.30 $26,618.50 NJ Bars since 1996; Member of DE Bar since 2001; Member of NY Bar since 2008

Shirley S. Cho Of Counsel 2009; Member of CA $675.00 18.10 $12,217.50 Bar since 1997; Member of NY Bar since 2002

Michael R. Seidl Partner 2003; Member of $615.00 0.20 $ 123.00 Washington, D.C. Bar since 1996; Member of DE Bar since 2000

Jason S. Pomerantz Of Counsel 2002; Member of CA $615.00 7.40 $ 4,551.00 Bar since 1991

Curtis A. Helm Partner 2006; Member of PA and $595.00 3.40 $ 2,023.00 NJ Bars since 1997; Member of DE Bar since 2002

Kathleen P. Makowski Of Counsel 2008; Member of PA $495.00 0.10 $ 49.50 Bar since 1996; Member of DE Bar since 1997

Peter J. Keane Associate 2010; Member of PA $395.00 39.20 $15,484.00 Bar since 2008; Member of DE and NH Bar since 2010

Leslie F. Forrester Law Library Director 2003 $295.00 1.60 $ 472.00 Kathe F. Finlayson Paralegal 2000 $275.00 0.60 $ 165.00 Karma K. Yee Paralegal 2000 $275.00 15.00 $ 4,125.00 Sheryle L. Pitman Case Management Assistant 2001 $185.00 3.00 $ 555.00 Andrea R. Paul Case Management Assistant 2001 $185.00 3.20 $ 592.00 Beatrice M. Koveleski Case Management Assistant 2009 $185.00 0.20 $ 37.00

Grand Total: $ 67,012.50 Total Hours: 130.30 Blended Rate: $ 514.29

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COMPENSATION BY CATEGORY

Project Categories Total Hours Total Fees Bankruptcy Litigation 30.10 $14,751.50 Case Administration 21.40 $ 5,521.00 Claims AdminlObjections 3.60 $ 2,166.00 Compensation of Prof/Others 0.70 $ 366.50 Employee Benefit/Pension 0.70 $ 366.50 Executory Contracts 2.40 $ 1,328.00 Financial Filings 0.70 $ 336.50 Financing 7.30 $ 4,583.50 General Creditors Comm. 12.70 $ 7,592.50 Meeting of Creditors 3.90 $ 2,310.50 Plan & Disclosure Statement 32.80 $21,104.00 Retention of Professional 8.70 $ 3,820.50 Retention of Prof/Others 5.30 $ 2,765.50

EXPENSE SUMMARY

Expense Category Service Provide? (if applicable)

Total Expenses

Bloomberg $ 11.40 Working Meal Maria’s Italian Kitchen $ 16.22 Delivery/Courier Service Digital Legal $1,068.52 Express Mail DHL $1,082.73 Court Research Pacer $ 190.10 Postage US Mail $ 576.25 Reproduction Expense $ 280.10 Reproduction! Scan Copy $ 71.60

PSZ&J may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described.

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In re: ) Chapter 11 )

Backyard Burgers, Inc., et al. 1 ) Case No. 12-12882 (PJW)

Debtors. ) Jointly Administered Objection Deadline: January 29, 2013 at 4:00 p.m. Hearing Date: Scheduled only if Necessary

FIRST MONTHLY APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF

PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS,

FOR THE PERIOD FROM NOVEMBER 5, 2012 THROUGH NOVEMBER 30, 2012

Pursuant to sections 330 and 331 of Title 11 of the United States Code (the

"Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (collectively, the

"Bankruptcy Rules"), and the Court’s "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," signed on or about November 8, 2012 (the "Administrative Order"),

Pachuiski Stang Ziehl & Jones LLP ("PSZ&J" or the "Firm"), Counsel to the Official Committee

of Unsecured Creditors, hereby submits its First Monthly Application for Compensation and for

Reimbursement of Expenses for the Period from November 5, 2012 through November 30, 2012

(the "Application").

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s 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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By this Application PSZ&J seeks a monthly interim allowance of compensation

in the amount of $67,012.50 and actual and necessary expenses in the amount of $3,296.92 for a

total allowance of $70,309.42 and payment of $53,610.00 (80% of the allowed fees) and

reimbursement of $3,296.92 (100% of the allowed expenses) for a total payment of $56,906.92

for the period November 5, 2012 through November 30, 2012 (the "Interim Period"). In support

of this Application, PSZ&J respectfully represents as follows:

Background

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. The Debtors continue in

possession of their property and continue to operate and manage their businesses as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On November 2,

2012, an official committee of unsecured creditors (the "Committee") was appointed in these

cases. No trustee or examiner has been appointed in the Debtors’ chapter 11 cases.

2. The Court has jurisdiction over this matter pursuant to 28 U.S.C. § § 157

and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2).

3. On or about November 8, 2012, the Court signed the Administrative

Order, authorizing certain professionals and members of the Committee ("Professionals") to

submit monthly applications for interim compensation and reimbursement for expenses, pursuant

to the procedures specified therein. The Administrative Order provides, among other things, that

a Professional may submit monthly fee applications. If no objections are made within twenty-

one (21) days after service of the monthly fee application the Debtors are authorized to pay the

Professional eighty percent (80%) of the requested fees and one hundred percent (100%) of the

DOCS_DE:185076.2 07937/002 2

requested expenses. Beginning with the period ending December 31, 2012, at three-month

intervals or such other intervals convenient to the Court, each Professional shall file and serve an

interim application for allowance of the amounts sought in its monthly fee applications for that

period. All fees and expenses paid are on an interim basis until final allowance by the Court.

4. The retention of PSZ&J, as counsel to the Committee, was approved

effective as of the November 5, 2012 by this Court’s "Order Authorizing and Approving the

Retention of Pachulski Stang Ziehl & Jones LLP as Counsel to the Official Committee of

Unsecured Creditors Nunc Pro Tunc to November 5, 2012", signed on or about December 5,

2012 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an

hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses.

PSZ&J’s APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES

Compensation Paid and Its Source

5. All services for which PSZ&J requests compensation were performed for

or on behalf of the Committee.

6. PSZ&J has received no payment and no promises for payment from any

source other than the Debtors for services rendered or to be rendered in any capacity whatsoever

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

understanding between PSZ&J and any other person other than the partners of PSZ&J for the

sharing of compensation to be received for services rendered in these cases. PSZ&J has received

no retainer in this matter.

DOCS_DE: 185076.2 07937/002 3

Fee Statements

7. The fee statements for the Interim Period are attached hereto as Exhibit A.

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

paraprofessional during the Interim Period. To the best of PSZ&J’s knowledge, this Application

complies with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the

Administrative Order. PSZ&J’s time reports are initially handwritten by the attorney or

paralegal performing the described services. The time reports are organized on a daily basis.

PSZ&J is particularly sensitive to issues of "lumping" and, unless time was spent in one time

frame on a variety of different matters for a particular client, separate time entries are set forth in

the time reports. PSZ&J’s charges for its professional services are based upon the time, nature,

extent and value of such services and the cost of comparable services other than in a case under

the Bankruptcy Code. PSZ&J has reduced its charges related to any non-working "travel time"

to fifty percent (50%) of PSZ&J’s standard hourly rate. To the extent it is feasible, PSZ&J

professionals attempt to work during travel.

Actual and Necessary Expenses

A summary of actual and necessary expenses incurred by PSZ&J for the

Interim Period is attached hereto as part of Exhibit A. PSZ&J customarily charges $0.10 per

page for photocopying expenses related to cases, such as these, arising in Delaware. PSZ&J’s

photocopying machines automatically record the number of copies made when the person that is

doing the copying enters the client’s account number into a device attached to the photocopier.

PSZ&J summarizes each client’s photocopying charges on a daily basis.

D005DE:185076.2 07937/002 4

9. PSZ&J charges $1.00 per page for out-going facsimile transmissions.

There is no additional charge for long distance telephone calls on faxes. The charge for outgoing

facsimile transmissions reflects PSZ&J’s calculation of the actual costs incurred by PSZ&J for

the machines, supplies and extra labor expenses associated with sending telecopies and is

reasonable in relation to the amount charged by outside vendors who provide similar services.

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

10. With respect to providers of on-line legal research services LEXIS

and WESTLAW), PSZ&J charges the standard usage rates these providers charge for

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

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

11. PSZ&J believes the foregoing rates are the market rates that the majority

of law firms charge clients for such services. In addition, PSZ&J believes that such charges are

in accordance with the American Bar Association’s ("ABA") guidelines, as set forth in the

ABA’s Statement of Principles, dated January 12, 1995, regarding billing for disbursements and

other charges.

Summary of Services Rendered

12. The names of the partners and associates of PSZ&J who have rendered

professional services in these cases during the Interim Period, and the paralegals and case

management assistants of PSZ&J who provided services to these attorneys during the Interim

Period, are set forth in the attached Exhibit A.

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13. PSZ&J, by and through such persons, has prepared and assisted in the

preparation of various motions and orders submitted to the Court for consideration, advised the

Committee on a regular basis with respect to various matters in connection with the Debtors’

bankruptcy cases, and performed all necessary professional services which are described and

narrated in detail below. PSZ&J’s efforts have been extensive due to the size and complexity of

the Debtors’ bankruptcy cases.

Summary of Services by Project

14. The services rendered by PSZ&J during the Interim Period can be grouped

into the categories set forth below. PSZ&J attempted to place the services provided in the

category that best relates to such services. However, because certain services may relate to one

or more categories, services pertaining to one category may in fact be included in another

category. These services performed, by categories, are generally described below, with a more

detailed identification of the actual services provided set forth on the attached Exhibit A.

Exhibit A identifies the attorneys and paraprofessionals who rendered services relating to each

category, along with the number of hours for each individual and the total compensation sought

for each category.

A. Bankruptcy Litigation

15. During the Interim Period, the Firm, among other things: (1) performed

work regarding a notice of appearance; (2) attended to pro hac vice issues; (3) performed work

regarding Second Day Motions; (4) performed work regarding a Committee confidentiality

motion; (5) performed work regarding orders, including First and Second Day Orders;

(6) performed work regarding Agenda Notices and Hearing Binders; (7) prepared for and

DOCS_DE:185076.2 07937/002 6

attended a hearing on November 8, 2012; (8) performed work regarding a due diligence letter;

(9) attended to scheduling issues; (10) reviewed and analyzed documents; (11) attended to

settlement issues; (12) performed work regarding negotiations; (13) attended to deadline issues;

and (14) conferred and corresponded regarding bankruptcy litigation matters.

Fees: $14,751.50; Hours: 30.10

B. Case Administration

16. During the Interim Period, the Firm, among other things: (1) maintained

document control; (2) maintained a memorandum of critical dates; (3) maintained service lists;

and (4) performed work regarding a Committee website.

Fees: $5,521.00; Hours: 21.40

C. Claims Administration and Objection

17. This category includes work related to claims administration and objection

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

claim-related documents; (2) attended to issues regarding a bar date motion; and

(3) corresponded regarding claim issues.

Fees: $2,166.00; Hours: 3.60

D. Compensation of Professionals--Others

18. This category related to issues regarding compensation of professionals,

other than the Firm. During the Interim Period, the Firm, among other things, attended to issues

regarding reimbursement of Committee member expenses.

Fees: $366.50; Hours: 0.70

DOCS_DE:185076.2 07937/002 7

E. Employee Benefits and Pensions

19. The category relates to issues regarding employee benefits and pension

plans, and other employee issues. During the Interim Period, the Firm, among other things,

reviewed and analyzed a motion regarding additional employee obligations, and corresponded

regarding employee issues.

Fees: $366.50; Hours: 0.70

F. Executory Contracts

20. This category relates to work regarding executory contracts and unexpired

leases for real property. During the Interim Period, the Firm, among other things: (1) reviewed

and analyzed a lease rejection motion; (2) performed work regarding the motion to assume GFS

agreement; (3) reviewed and analyzed contracts and related documents; and (4) corresponded

regarding executory contract and lease issues.

Fees: $1,328.00; Hours: 2.40

G. Financial Filings

21. This category relates to work regarding compliance with reporting

requirements. During the Interim Period, the Firm, among other things: (1) performed work

regarding Monthly Operating Reports; and (2) reviewed and analyzed a motion to extend the

deadline for filing Schedules and Statements.

Fees: $336.50; Hours: 0.70

H. Financing

22. This category relates to work regarding Debtor in Possession ("DIP")

financing and use of cash collateral. During the Interim Period, the Firm, among other things:

DOCSDE:185076.2 07937/002 8

(1) reviewed and analyzed a premium finance motion; (2) attended to budget issues; (3) reviewed

and analyzed financing documents, including a DIP financing order; and (4) corresponded and

conferred regarding financing issues.

Fees: $4,583.50; Hours: 7.30

I. General Creditors Committee

23. This category relates to work regarding general Committee issues. During

the Interim Period, the Firm, among other things: (1) performed work regarding by-laws;

(2) prepared for and attended telephonic Committee conferences; (3) attended to confidentiality

issues; and (4) corresponded and conferred regarding Committee issues.

Fees: $7,592.50; Hours: 12.70

J. Meeting of Creditors

24. This category relates to work regarding meeting of creditors issues.

During the Interim Period, the Firm, among other things; (1) prepared for and attended a Section

341 meeting of creditors; and (2) corresponded regarding meeting of creditors issues.

Fees: $2,310.50; Hours: 3.90

K. Plan and Disclosure Statement

25. This category relates to work regarding a Plan of Reorganization ("Plan")

and Disclosure Statement. During the Interim Period, the Firm, among other things;

(1) reviewed and analyzed a Plan and Disclosure Statement; (2) performed work regarding

negotiations; (3) attended to Plan-related claims issues; (4) attended to solicitation issues,

including review and analysis of a solicitation motion, order and exhibits; (5) drafted a

Disclosure Statement insert; (6) performed work regarding United States Trustee comments

DOCS_DE: 185076.2 07937/002 9

concerning the Disclosure Statement and Plan; (7) attended to issues regarding a liquidation

analysis; and (8) corresponded and conferred regarding Plan issues.

Fees: $21,104.00; Hours: 32.80

L. Retention of Professionals

26. This category related to issues regarding retention of the Firm. During the

Interim Period, the Firm, among other things, performed work regarding its retention application

and attended to conflicts issues.

Fees: $3,820.50; Hours: 8.70

M. Retention of Professionals--Others

27. This category related to issues regarding retention of professionals, other

than the Firm. During the Interim Period, the Firm, among other things, attended to Ordinary

Course Professionals issues, and attended to issues regarding the Keen and Greenberg retention

applications.

Fees: $2,765.50; Hours: 5.30

Valuation of Services

28. Attorneys and paraprofessionals of PSZ&J expended a total 130.30 hours

in connection with their representation of the Committee during the Interim Period, as follows:

DOCS_DE: 185076.2 07937/002 10

Name of Professional Position of the Applicant, Hourly Total Total Individual Number of Years in that Billing Hours Compensation

Position, Prior Relevant Rate Billed Experience, Year of Obtaining (including

License to Practice, Area of Changes) Expertise

Bradford J. Sandier Partner 2010; Member of PA and $695.00 38.30 $26,618.50 NJ Bars since 1996; Member of DE Bar since 2001; Member of NY Bar since 2008

Shirley S. Cho Of Counsel 2009; Member of CA $675.00 18.10 $12,217.50 Bar since 1997; Member of NY Bar since 2002

Michael R. Seidl Partner 2003; Member of $615.00 0.20 $ 123.00 Washington, D.C. Bar since 1996; Member of DE Bar since 2000

Jason S. Pomerantz Of Counsel 2002; Member of CA $615.00 7.40 $ 4,551.00 Bar since 1991

Curtis A. Helm Partner 2006; Member of PA and $595.00 3.40 $ 2,023.00 NJ Bars since 1997; Member of DE Bar since 2002

Kathleen P. Makowski Of Counsel 2008; Member of PA $495.00 0.10 $ 49.50 Bar since 1996; Member of DE Bar since 1997

Peter J. Keane Associate 2010; Member of PA $395.00 39.20 $15,484.00 Bar since 2008; Member of DE and NH Bar since 2010

Leslie F. Forrester Law Library Director 2003 $295.00 1.60 1 $ 472.00 Kathe F. Finlayson Paralegal 2000 $275.00 0.60 $ 165.00 Karma K. Yee Paralegal 2000 $275.00 15.00 $ 4,125.00 Sheryle L. Pitman Case Management Assistant 2001 $185.00 3.00 $ 555.00 Beatrice M. Koveleski Case Management Assistant 2009 $185.00 0.20 $ 37.00

Grand Total: $ 67,012.50 Total Hours: 130.30 Blended Rate: $ 514.29

29. The nature of work performed by these persons is fully set forth in

Exhibit A attached hereto. These are PSZ&J’s normal hourly rates for work of this character.

The reasonable value of the services rendered by PSZ&J for the Committee during the Interim

Period is $67,012.50.

DOCS_DE: 185076.2 07937/002

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

Bankruptcy Code, it is respectfully submitted that the amount requested by PSZ&J is fair and

reasonable given (a) the complexity of the case, (b) the time expended, (c) the nature and extent

of the services rendered, (d) the value of such services, and (e) the costs of comparable services

other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the

requirements of Del. Bankr. LR 2016-2 and the Administrative Order and believes that this

Application complies with such Rule and Order.

WHEREFORE, PSZ&J respectfully requests that, for the period November 5,

2012 through November 30, 2012, an interim allowance be made to PSZ&J for compensation in

the amount of $67,012.50 and actual and necessary expenses in the amount of $3,296.92 for a

total allowance of $70,309.42 and payment of $53,610.00 (80% of the allowed fees) and

reimbursement of $3,296.92 (100% of the allowed expenses) be authorized for a total payment of

$56,906.92, and for such other and further relief as this Court may deem just and proper.

Dated: January a , 2013 P

G ZIEHL & JONES LLP

Iira’Diios (DE Bar No. 2436) Bradford J. Sandier (DE Bar No. 4142) Shirley S. Cho (CA Bar No. 192616) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17 1h Floor Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected]

[email protected] [email protected]

Counsel to the Official Committee of Unsecured Creditors

DOCS_DE:185076.2 07937/002 12

VERIFICATION

STATE OF DELAWARE

COUNTY OF NEW CASTLE

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

a) I am a partner with the applicant law firm Pachuiski Stang Ziehi & Jones

LLP, and have been admitted to appear before this Court.

b) I am familiar with many of the legal services rendered by Pachulski Stang

Ziehl & Jones LLP as counsel to the Committee.

C) I have reviewed the foregoing Application and the facts set forth therein

are true and correct to the best of my knowledge, information and belief. Moreover, I have

reviewed Del. Bankr. LR 2016-2 and the Administrative Order signed on or about November 8,

2012 and submit that the Application substantially complies with such Rule and Order.

S � SJ S

My Commission Expires: My commission expires July 12, 2014

DOCS_DE: 185076.1 07937/002



In re: Chapter 11

BACK YARD BURGERS, INC., et al.,’

Case No. 12-12882 (PJW)

Debtors. Jointly Administered

Objection Deadline: January 29, 2013 at 4:00 p.m. Hearing Date: Only if necessary

NOTICE OF FILING OF FEE APPLICATION

PLEASE TAKE NOTICE that Pachuiski Stang Ziehl & Jones LLP ("PSZJ"),

counsel for the Official Committee of Unsecured Creditors (the "Committee"), has filed their

First Monthly Application for Compensation and Reimbursement of Expenses of Pachuiski Stang

Ziehi & Jones LLP, as Counsel to the Official Committee of Unsecured Creditors, for the Period

from November 5, 2012 through November 30, 2012 (the "Application") seeking fees in the

amount of $67,012.50 and reimbursement of actual and necessary expenses in the amount of

$3,296.92 for the period from November 5, 2012 through November 30, 2012.

PLEASE TAKE FURTHER NOTICE that any objection or response to the

Application, must be made in writing, and be filed with the United States Bankruptcy Court for

the District of Delaware (the "Bankruptcy Court"), 824 North Market Street, 3rd Floor,

Wilmington, Delaware 19801, on or before January 29, 2013 at 4:00 p.m. prevailing Eastern

time.

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s 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.

DOCSDE: 185164.107937/002

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a

copy of the objection or response, if any, upon the following: (i) the Debtors: (a) Back Yard

Burgers, Inc., 500 Church Street, Suite 200, Nashville, TN 37219, Attn: Laura DeRise; (ii)

counsel to the Debtors: (a) Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New

York, NY 10166, Attn: Nancy A. Mitchell, Esq., Maria J. DiConza, Esq.; and (b) Greenberg

Traurig, LLP, The Nemours Building, 1007 N. Orange Street, Suite 1200, Wilmington, DE

19801, Attn: Dennis A. Meloro, Esq.; (iii) the Office of the United States Trustee: (a) United

States Trustee’s Office, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn:

Juliet Sarkessian, Esq.; (iv) counsel to the Official Committee of Unsecured Creditors: (a)

Pachulski Stang Ziehi & Jones LLP, 919 N. Market Street, 17th Floor, Wilmington, DE 19801,

Attn: Bradford J. Sandier, Esq.; and (b) Pachulski Stang Ziehi & Jones LLP, 10100 Santa

Monica Boulevard, 13th Floor, Los Angeles, CA 90067, Attn: Shirley S. Cho, Esq.; (v) counsel

to Pharos Capital Partners II, L.P. and Pharos Capital Partners II-A, L.P.: (a) Bradley Arant

Boult Cummings LLP, One Federal Plaza, 1819 Fifth Avenue North, Birmingham, AL 35203,

Attn: Jay R. Bender, Esq.; (b) Bradley Arant Boult Cummings LLP, Roundabout Plaza, 1600

Division Street, Suite 700, Nashville, TN 37203, Attn: Doug Franck, Esq.; and (c) Morris James

LLP, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801, Attn: Brett D. Fallon, Esq.;

and (vi) counsel to Harbert Mezzanine Partners II, L.P.: (a) Moore & Van Allen PLLC, 100 N.

Tryon Street, Suite 4700, Charlotte, NC 28202-4003, Attn: James R. Langdon, Esq.; and (b)

Cousins Chipman & Brown, LLP, 1007 N. Orange Street, Suite 1110, Wilmington, DE 19801,

Attn: William E. Chipman, Jr., Esq., Mark D. Olivere, Esq.

PLEASE TAKE FURTHER NOTICE that on November 8, 2012, the Bankruptcy

Court signed the Administrative Order Establishing Procedures for Final, Interim, and Monthly

2 DOCS_DE: 185164.1 07937/002

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 ("Order") [Docket No. 113]. Pursuant to the Order, in the absence of timely filed

objections or responses, and upon the filing with the Bankruptcy Court of a certification of no

objection, the Debtors are authorized to pay the professionals eighty percent (80%) of the fees,

and one hundred percent (100%) of expenses without further notice or hearing. All fees and

expenses paid to the professionals are subject to final approval by the Court.

IF YOU FAIL TO RESPOND OR OBJECT IN ACCORDANCE WITH THIS

NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION

WITHOUT FURTHER NOTICE OR HEARING.

Dated: January 8, 2013 PACHULSKI ST NG ZIEHL & JONES LLP

Bradford J. Sandler (DE Bar No. 4142) Shirley S. Cho (CA Bar No. 192616) Peter J. Keane (DE Bar No. 5503) 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected]

schopszj1aw.com [email protected]

Counsel for the Official Committee of Unsecured Creditors

DOCSDE: 185164.107937/002

EXHIBIT A

PACHULSKI STANG ZIEHL & JONES LLP

919 North Market Street 17th Floor

Wilmington, DE 19801

November 30, 2012

Invoice Number 101104 07937 00002 BJS

BJS

Re: Committee Representation

Statement of Professional Services Rendered Through 11/3012012

Hours Rate Amount

Bankruptcy Litigation 1L4301

11/05/12 KKY File (.1), serve (.1), and prepare for filing and service 0.40 275.00 $110.00 (.2) notice of appearance of PSZ&J

11/05/12 KKY Draft affidavit of service for notice of appearance of 0.10 275.00 $27.50 PSz&J

11/05/12 SSC Telephone conference with Keane re to do items. 0.20 675.00 $135.00

11/05/12 SSC Telephone conference with Sandier re to do items. 0.20 675.00 $135.00

11/05/12 SSC Review and execute pro hac vice application. 0.10 675.00 $67.50

11/05/12 SSC Review correspondence with N. Mitchell re extension. 0.10 675.00 $67.50

11/05/12 BJS Various conferences with Shirley S. Cho regarding 0.40 695.00 $278.00 DIP, 2nd day motions

11/05/12 BJS Telephone call with D. Malino regarding extension 0.10 695.00 $69.50

11/05/12 PJK Emails with Karma Yee regarding updates to critical 0.40 395.00 $158.00 dates; discuss same

11/05/12 PJK Review and edit critical dates memo; review docket 1.40 395.00 $553.00 regarding filings; emails with Karma Yee regarding same

11/05/12 PJK Call with Shirley Cho and Bradford J. Sandler 0.20 395.00 $79.00 regarding status

11/05/12 PJK Draft notice of appearance; emails with Shirley Cho 0.30 395.00 $118.50 and Bradford J. Sandier regarding same

11/05/12 PJK Draft committee confidential information motion; edits 1.30 395.00 $513.50 to same

11/05/12 PJK Draft Shirley Cho pro hac motion; email to Shirley Cho 0.30 395.00 $118.50 regarding same; attention to same

11/06/12 SSC Telephone conference with P. Keane re status of first 0.10 675.00 $67.50 day orders.

11/06/12 PJK Review agenda for 11/8/12 hearing; review docket 0.40 395.00 $158.00 regarding matters for hearing; attention to same; emails with Karma Yee, Linda Ellis, Bradford J. Sandier and Shirley Cho regarding same

11/06/12 PJIK Emails with debtors’ counsel regarding blacklines of 0.20 395.00 $79.00 orders for 11/8/12 hearing

Invoice number 101104 07937 00002 Page 2

11/06/12 PJK Review biacklines of orders; emails with Shirley Cho 0.70 395.00 $276.50 and Bradford J. Sandier regarding same

11/06/12 PJK Emails from Shirley Cho regarding objection deadline 0.10 395.00 $39.50 to pending motions

11/06/12 BJS Review 1st day pleadings (including plan) 4.00 695.00 $2,780.00

11/06/12 BJS Review agenda and discuss with Peter J. Keane 0.10 695.00 $69.50

11/06/12 BJS Various emails with M. DiConza regarding 1st day 0.50 695.00 $347.50 orders and review same

11/07/12 KKY Review and revise 11/8/12 hearing binders 0.40 275.00 $110.00

11/07/12 KKY Serve [signed] order granting Shirley S. Cho pro hac 0.10 275.00 $27.50 vice motion

11/07/12 KKY Draft affidavit of service for [signed] order granting 0.10 275.00 $27.50 Shirley S. Cho pro hac vice motion

11/07/12 PJK Emails with Bradford J. Sandier regarding objection 0.20 395.00 $79.00 deadlines

11/07/12 PJK Call with Bradford J. Sandier regarding second day 0.20 395.00 $79.00 motions; emails with Bradford J. Sandier regarding same

11/07/12 PJK Review revised orders for second day motions; email 0.90 395.00 $355.50 comments to Shirley Cho and Bradford J. Sandier

11/07/12 PJK Call with Bradford J. Sandier regarding second day 0.40 395.00 $158.00 motions; review revised orders

11/07/12 P1K Emaiis with debtors counsel regarding comments to 0.40 395.00 $158.00 second day orders

11/07/12 PJK Further emails with debtors’ counsel regarding second 0.20 395.00 $79.00 day order comments

11/07/12 PJK Review amended agenda; email to Shirley Cho and 0.20 395.00 $79.00 Bradford J. Sandier regarding same

11/07/12 P1K Email to Bradford J. Sandier regarding 11/8/12 hearing 0.10 395.00 $39.50 11/07/12 BJS Review agenda and discuss with Peter J. Keane 0.10 695.00 $69.50 11/07/12 BJS Various emails with Shirley S. Cho, Peter J. Keane 0.40 695.00 $278.00

regarding 2nd day motions 11/07/12 BJS Various emails with committee regarding 2nd day 0.30 695.00 $208.50

motions 11/07/12 BJS Various emails with debtor regarding utility motion 0.20 695.00 $139.00 11/08/12 P1K Review binder and prepare for hearing 1.20 395.00 $474.00

11/08/12 P1K Email summary of hearing to Bradford J. Sandier 0.20 395.00 $79.00 11/08/12 P1K Prepare redlines and orders for hearing 0.40 395.00 $158.00 11/08/12 PJK Emails with Bradford J. Sandier and Shirley Cho 0.40 395.00 $158.00

regarding status’; attention to same 11/08/12 P1K Attend hearing 0.70 395.00 $276.50 11/08/12 BJS Various emails with Peter J. Keane regarding hearing 0.40 695.00 $278.00 11/09/12 PJK Review committee confidentiality motion; emaiis with 0.20 395.00 $79.00

Shirley Cho and Bradford J. Sandier regarding same 11/09/12 P1K Review Shirley Cho comments to committee 0.40 395.00 $158.00

confidentiality motion; edits to same; create redline; email to Bradford J. Sandler and Shirley Cho regarding same

11/09/12 P1K Calls and emails with Shirley Cho regarding status of 0.20 395.00 $79.00 11/8/12 hearing


11/09/12 PJK Emails with Shirley Cho regarding due diligence letter; 0.40 395.00 $158.00 attention to same

11/10/12 BJS Various emails with Peter J. Keane regarding 0.20 695.00 $139.00 confidentiality agreement

11/13/12 SSC Review and analysis re diligence letter. 0.40 675.00 $270.00 11/15/12 PJK Emails with Bradford J. Sandier and Shirley Cho 0.10 395.00 $39.50

regarding due diligence letter 11/15/12 PJK Review agenda for 11/19/12 hearing; emails with 0.20 395.00 $79.00

Bradford J. Sandier regarding coverage of same; emaiis with Kathleen P. Makowski regarding standby coverage

11/15/12 BJS Review agenda and discuss with Peter J. Keane 0.10 695.00 $69.50 11/16/12 KKY Review and revise 11/19/12 hearing binder 0.30 275.00 $82.50 11/16/12 KPM Review and respond to email from Peter J. Keane 0.10 495.00 $49.50

regarding 11/19/12 hearing coverage 11/16/12 PJK Review deadline reminders; emails with Bradford J. 0.20 395.00 $79.00

Sandier regarding same 11/18/12 PJK Emails with Kathleen P. Makowski regarding 11/19/12 0.10 395.00 $39.50

coverage 11/18/12 PJK Review committee confidential information motion; 0.20 395.00 $79.00

review prior emails with Bradford J. Sandier and Shirley Cho regarding same; email to Bradford J. Sandier and Shirley Cho regarding same

11/18/12 BJS Various email with Peter J. Keane regarding bylaws, 0.30 695.00 $208.50 1102 motion

11/19/12 SSC Analysis re status and review settlement proposal. 0.10 675.00 $67.50 11/19/12 SSC Review and revise confidentiality information protocol 0.10 675.00 $67.50

motion. 11/19/12 PJK Review docket; email to Kathe Finlayson regarding 0.20 395.00 $79.00

binder for hearing 11/19/12 PJK Emails with Kathleen P. Makowski regarding coverage 0.10 395.00 $39.50

of hearing 11/19/12 PJK Edits to committee confidential information motion; 0.90 395.00 $355.50

emails with Shirley Cho and Bradford J. Sandier regarding edits; emails with Diane Potts regarding same

11/19/12 PJK Review docket and recent filings; emails with Diane 1.10 395.00 $434.50 Potts regarding same

11/20/12 PJK Review notices of appearance; emails with A. Bonn 0.20 395.00 $79.00 regarding conflict reports

11/25/12 PJK Review prior emails regarding settlement proposal; 0.20 395.00 $79.00 email to Bradford J. Sandier regarding same

11/26/12 PJK Draft certificate of counsel regarding revised order on 0.30 395.00 $118.50 committee confidentiality motion; email draft to Bradford J. Sandier and Shirley Cho regarding same

11/26/12 PJK Emails with Bradford J. Sandier and US Trustee 0.60 395.00 $237.00 regarding edits to committee confidentiality motion order; edits to same; create redline; emails with US Trustee regarding same

11/27/12 SSC Telephone conference with B. Sandier re settlement. 0.20 675.00 $135.00 11/28/12 PJK Emails from Shirley Cho regarding comments to DIP 0.20 395.00 $79.00

and solicitation order

Invoice number 101104 07937 00002

Page 4

11/28/12 PJK Emails with Shirley Cho regarding settlement, status 0.20 395.00 $79.00

11/28/12 PJK Emails with Shirley Cho regarding objection deadlines; 0.20 395.00 $79.00 review prior emails regarding same

11/28/12 BJS Review critical dates and discuss with Karma K. Yee 0.10 695.00 $69.50

11/29/12 JSP Confer with B. Sandler regarding negotiations with 0.30 615.00 $184.50 debtor

11/29/12 iSP Strategize regarding negotiations with debtor based on 0.80 615.00 $492.00 conversation with B. Sandler

11/29/12 PJK Review deadline reminders from Karma Yee 0.20 395.00 $79.00

11/29/12 PJK Various emails with Shirley Cho and Bradford J. 0.70 395.00 $276.50 Sandier regarding edits to final DIP order and disclosure statement order

11/30/12 JSP Strategize regarding negotiations with Debtor 0.90 615.00 $553.50

Task Code Total 30.10 $14,751.50

Case Administration [BilO]

11/05/12 KKY Review and revise critical dates 3.60 275.00 $990.00

11/05/12 KKY Review and revise 2002 service list 1.10 275.00 $302.50

11/05/12 P1K Emails with M. Hinker regarding 2002 list and conflicts 0.20 395.00 $79.00 list

11/05/12 PJK Emails with Karma Yee regarding 2002 list; review 0.20 395.00 $79.00 same

11/05/12 P1K Draft contact list; various emails with Bradford J. 0.60 395.00 $237.00 Sandier and Shirley Cho regarding same

11/05/12 P1K Emails with Bradford J. Sandier regarding distribution 0.20 395.00 $79.00 list

11/06/12 SLP Maintain docket control. 0.30 185.00 $55.50

11/07/12 ARP Prepare hearing notebook for hearing on 11/8/2012. 1.00 185.00 $185.00

11/07/12 LAF Build creditor website. 1.30 295.00 $383.50

11/07/12 PJK Emails with L. Forrester regarding committee website; 0.30 395.00 $118.50 attention to same


11/08/12 LAF Creditor website. 0.30 295.00 $88.50

11/08/12 BMX Prepared daily memo narrative and coordinated client 0.10 185.00 $18.50 distribution.

11/09/12 KKY Respond to email from Shirley S. Chore critical dates 0.10 275.00 $27.50

11/12/12 BMK Prepared daily memo narrative and coordinated client 0.10 185.00 $18.50 distribution.





11/15/12 ARP Prepare hearing notebook for hearing on 11/19/2012. 2.20 185.00 $407.00 11/16/12 KKY Review and revise critical dates 0.40 275.00 $110.00 11/16/12 SLP Maintain docket control. 0.30 185.00 $55.50

11/19/12 KFF Distribute recently filed pleadings to counsel and client 0.40 275.00 $110.00


11/19/12 SLP Maintian docket control. 0.20 185.00 $37.00











Claims Admin/Objections[B310]

11/06/12 SSC Review and analysis re PACA motion. 0.10 675.00 $67.50

11/06/12 SSC Review and analysis re critical trade. 0.10 675.00 $67.50

11/12/12 BJS Review bar date motion and discuss with Peter J. Keane 0.30 695.00 $208.50

11/12/12 PJK Review unsecured claim projection and business plan; 0.40 395.00 $158.00 email from debtors’ counsel regarding same

11/13/12 SSC Review and analysis re claims. 0.10 675.00 $67.50

11/13/12 PJK Review docket regarding recent filings and order 0.20 395.00 $79.00 regarding bar date motion hearing

11/13/12 BJS Attention to contracts, claims regarding settlement 1.00 695.00 $695.00

11/15/12 PJK Review bar date motion; email summary to Brad J. 0.30 395.00 $118.50 Sandier and Shirely Cho

11/15/12 BJS Various emails with committee regarding settlement 0.30 695.00 $208.50

11/16/12 BJS Various emails with debtors regarding settlement 0.50 695.00 $347.50

11/19/12 BJS Review bar date notice 0.10 695.00 $69.50

11/19/12 PJK Emails with Bradford J. Sandier regarding notice of bar 0.20 395.00 $79.00 date and information to committee


Comp. of Prof./Others

11/05/12 PJK Draft expense reimbursement form; email draft to 0.20 395.00 $79.00 Bradford J. Sandier and Shirley Cho regarding same

11/11/12 PJK Review prior emails regarding committee expense 0.20 395.00 $79.00 form; emails with Shirley Cho and Bradford J. Sandier regarding same

11/26/12 BJS Review GT Fee Application, 0.10 695.00 $69.50

11/27/12 BJS Various emails with counsel regarding ordinary course 0.20 695.00 $139.00 professionals

Task Code Total 0.70 $366.50


Employee Benefit/Pension-11220

11/06/12 BJS Review employee wage cap motion 0.30 695.00 $208.50

11/07/12 PJK Review motion regarding additional employee 0.40 395.00 $158.00 obligations; email summary to Bradford J. Sandier and Shirley Cho regarding same


Executory Contracts 1B1851

11/06/12 SSC Review correspondence with Committee re status. 0.10 675.00 $67.50

11/06/12 SSC Review and analysis re lease rejection motion. 0.20 675.00 $135.00

11/07/12 BJS Review rejection motion 0.20 695.00 $139.00

11/07/12 BJS Various emails with counsel regarding lease rejection 0.30 695.00 $208.50

11/07/12 PJK Review motion to assume GFS agreement; email 0.70 395.00 $276.50 summary to Bradford J. Sandier and Shirley Cho; emails with Bradford J. Sandier regarding same

11/13/12 SSC Review and analysis re motion to assume GFS contract. 0.10 675.00 $67.50

11/13/12 SSC Review and analysis re motion to reject executory 0.10 675.00 $67.50 contracts.

11/13/12 PJK Review contracts to be assumed and claims analysis; 0.40 395.00 $158.00 email to Shirley Cho regarding same

11/13/12 BJS Various emaiis with Shirley S. Cho regarding GFS 0.30 695.00 $208.50 contract


Financial Filings IB1I01

11/15/12 BJS Review motion to extend schedules and statements 0.20 695.00 $139.00

11/16/12 PJK Review schedules extension motion; email to Bradford 0.30 395.00 $118.50 J. Sandier and Shirley Cho regarding same

11/20/12 PJK Review initial operating report; email to Shirley Cho 0.20 395.00 $79.00 and Bradford J. Sandier regarding same


Financing [13230]

11/05/12 BJS Telephone call with N. Mitchell regarding DIP, plan 0.30 695.00 $208.50

11/05/12 BJS Various emails with N. Mitchell regarding DIP 0.10 695.00 $69.50

11/06/12 JSP Review pleadings in preparation for Committee call 2.20 615.00 $1,353.00 regarding DIP

11/06/12 BJS Various emails with N. Mitchell regarding DIP 0.10 695.00 $69.50 11/06/12 BJS Review 2nd interim DIP 0.30 695.00 $208.50

11/06/12 BJS Various emails with J. Bender regarding DIP 0.20 695.00 $139.00


11/08/12 BJS Review 2nd interim DIP order and budget 0.30 695.00 $208.50 11/09/12 KKY Respond (.1) to email from Shirley S. Chore 2nd 0.20 275.00 $55.00

interim DIP order; and prepare (.1) attachment to same 11/11/12 BJS Review PFA motion 0.40 695.00 $278.00 11/12/12 BJS Review and revise diligence letter 0.30 695.00 $208.50 11/13/12 SSC Review premium finance insurance motion. 0.10 675.00 $67.50 11/16/12 BJS Various emails with Shirley S. Cho regarding PFA 0.20 695.00 $139.00

motion 11/16/12 PJK Review PFA exhibit to premium finance motion; email 0.20 395.00 $79.00

to Shirley Cho regarding same 11/19/12 BJS Review cash flow statement 0.30 695.00 $208.50 11/19/12 PJK Review cash flow budget document from debtors 0.30 395.00 $118.50 11/26/12 BJS Review cash flow. 0.20 695.00 $139.00 11/27/12 PJK Review weekly cash flow budget, email from M. 0.20 395.00 $79.00

DiConza re same 11/28/12 SSC Review and analysis re DIP order. 0.50 675.00 $337.50 11/28/12 BJS Various emails with Shirley S. Cho regarding DIP 0.30 695.00 $208.50 11/28/12 BJS Review cash flow 0.20 695.00 $139.00 11/29/12 SSC Review and analysis of DIP Order revisions. 0.20 675.00 $135.00 11/29/12 SSC Review and analysis re revised DIP order. 0.20 675.00 $135.00


General Creditors Comm. 1131501

11/05/12 SSC Review and revise bylaws. 0.10 675.00 $67.50 11/05/12 PJK Edit and update committee bylaws; attention to same 0.30 395.00 $118.50 11/05/12 PJK Review, finalize and email updated initial committee 0.40 395.00 $158.00

documents to Bradford J. Sandier and Shirley Cho 11/06/12 BJS Various emails with committee regarding DIP 0.30 695.00 $208.50 11/06/12 BJS Review and revise bylaws 0.40 695.00 $278.00 11/06/12 BJS Review and revise 1102 motion 0.30 695.00 $208.50 11/06/12 BJS Various emails with Shirley S. Cho, Peter J. Keane 0.40 695.00 $278.00

regarding issues with 1st day motions 11/07/12 JSP Prepare for Oversight Committee call 1.80 615.00 $1,107.00 11/07/12 PJK Emails with Bradford J. Sandler and committee 0.20 395.00 $79.00

members regarding rescheduled call 11/08/12 BJS Prepare for and conduct committee call 1.00 695.00 $695.00 11/08/12 BJS Various emails with Peter J. Keane regarding bylaws 0.20 695.00 $139.00 11/08/12 JSP Prepare for Committee call 0.90 615.00 $553.50 11/08/12 JSP Participate on Committee call 0.50 615.00 $307.50 11/08/12 SSC Attend committee call telephonically. 0.50 675.00 $337.50 11/08/12 PJK Attend committee call 0.40 395.00 $158.00 11/09/12 PJK Prepare execution copy of committee bylaws; email to 0.30 395.00 $118.50

committee regarding same 11/09/12 PJK Emails with debtors counsel and Bradford J. Sandler 0.20 395.00 $79.00

regarding confidentiality issues and bylaws

Invoice number 101104 07937 00002

Page 8

11/11/12 BJS Review claim schedule and projections of revenue 0.50 695.00 $347.50 regarding settlement proposal

11/12/12 BJS Various emails with Peter J. Keane regarding bylaws 0.30 695.00 $208.50

11/12/12 SSC Review revised bylaws. 0.10 675.00 $67.50

11/12/12 PJK Revise committee confidentiality bylaw provision; 0.30 395.00 $118.50 create redline; email to Bradford J. Sandier regarding same; discuss same with Bradford J. Sandier

11/12/12 PJK Emails with M. Diconza regarding revised 0.30 395.00 $118.50 confidentiality provisions; edits to full bylaws,; circulate to committee

11/16/12 BJS Committee call 1.00 695.00 $695.00

11/16/12 PJK Attention to issues with bylaws; email to committee 0.40 395.00 $158.00 members regarding same

11/18/12 PJK Compile final bylaws; email to committee members 0.20 395.00 $79.00

11/19/12 PJK Emails with committee members regarding status 0.20 395.00 $79.00 update

11/27/12 BJS Committee call 1.00 695.00 $695.00 11/27/12 SSC Committee call. 0.20 675.00 $135.00


Meeting of Creditors [13150]

11/19/12 BJS Various emails with Curtis A. Hehn regarding 341 0.30 695.00 $208.50 meeting

11/19/12 CAH Attend meeting of creditors 1.10 595.00 $654.50 11/19/12 CAH Draft email correspondence to B. Sandier and P. Keane 0.50 595.00 $297.50

re outcome of 341 meeting, and rescheduled meeting 11/19/12 CAH Attend meeting of creditors 1.00 595.00 $595.00

11/19/12 CAH Email correspondence to B. Sandier and P. Keane 0.30 595.00 $178.50 summarizing 341 meeting

11/19/12 CAH Conference with P. Keane re attending meeting of 0.10 595.00 $59.50 creditors

11/19/12 CAl-I Email from J. Sarkesian rescheduling of continued 0.10 595.00 $59.50 meeting of creditors

11/19/12 CAH Conference with B. Sandler re outcome of meeting of 0.10 595.00 $59.50 creditors

11/19/12 CAH Multiple emails from J. Sarkesian re rescheduled, 0.20 595.00 $119.00 continued meeting of creditors

11/20/12 PJK Email from Curtis A. Hehn regarding 341 summary; 0.20 395.00 $79.00 email to Shirley Cho regarding same


Plan & Disclosure Stmt. [B320]

11/05/12 BJS Review plan/disclosure statement 2.00 695.00 $1,390.00 11/09/12 BJS Various emails with N. Mitchel regarding settlement 0.40 695.00 $278.00


11/12/12 BJS Prepare for and participate in debtors/committee call 1.00 695.00 $695.00 11/12/12 PJK Draft due diligence letter; review plan documents; 0.40 395.00 $158.00

email draft to Shirley Cho regarding same 11/12/12 PJK Call with debtors’ counsel regarding claims analysis, 0.30 395.00 $118.50

plan negotiations 11/12/12 PJK Discuss plan negotiations and claims analysis with 0.50 395.00 $197.50

Bradford J. Sandier 11/19/12 BJS Various emails with A. Gillum regarding plan issues 0.10 695.00 $69.50 11/19/12 BJS Telephone call with M. DiConza regarding settlement; 0.30 695.00 $208.50

Various emails with M. DiConza regarding same 11/19/12 BJS Various emails with committee regarding settlement 0.50 695.00 $347.50 11/21/12 BJS Various emails with Debtors regarding settlement 0.30 695.00 $208.50 11/21/12 BJS Various emails with Committee regarding settlement 0.40 695.00 $278.00 11/24/12 BJS Various emails with US Trustee regarding Disclosure 0.20 695.00 $139.00

Statement hearing 11/26/12 SSC Correspond with P. Keane and J. Sarkessian re UST 0.10 675.00 $67.50

requests. 11/26/12 BJS Various Emails with Committee regarding settlement. 0.40 695.00 $278.00 11/27/12 BJS Telephone call with M. DiConza regarding settlement 0.20 695.00 $139.00 11/27/12 PJK Emails with Shirley Chore settlement proposal, 0.30 395.00 $118.50

liquidation analysis 11/27/12 PJK Review revised liquidation analysis 0.20 395.00 $79.00 11/28/12 MRS Discussion with Brad Sandier re: solicitation issues 0.20 615.00 $123.00 11/28/12 SSC Review and analysis re disclosure statement and 0.50 675.00 $337.50

exhibits. 11/28/12 SSC Review and analysis re solicitation motion, order and 0.50 675.00 $337.50

exhibits. 11/28/12 SSC Telephone conference with B. Sandier re status of plan. 0.20 675.00 $135.00 11/28/12 SSC Telephone conference with Sandier re settlement status. 0.10 675.00 $67.50 11/28/12 BJS Various emails with committee regarding settlement 0.50 695.00 $347.50 11/28/12 BJS Prepare for and conduct committee call 0.50 695.00 $347.50 11/28/12 BJS Review and revise plan/disclosure statement 2.00 695.00 $1,390.00 11/28/12 BJS Telephone call with debtors regarding settlement 0.20 695.00 $139.00 11/29/12 SSC Review and revise plan per Committee settlement. 2.70 675.00 $1,822.50 11/29/12 SSC Review and revise plan per comments received. 0.80 675.00 $540.00 11/29/12 SSC Draft Disclosure Statement insert. 0.50 675.00 $337.50 11/29/12 SSC Correspond with Debtors’ counsel re plan. 0.10 675.00 $67.50 11/29/12 SSC Review and analysis re UST edits to Disclosure 0.50 675.00 $337.50

Statement. 11/29/12 SSC Review and analysis re Disclosure Statement 2.20 675.00 $1,485.00

solicitation order. 11/29/12 SSC Correspond with Debtors’ counsel re solicitation order 0.50 675.00 $337.50

and Disclosure Statement. 11/29/12 BJS Review UST issues regarding plan 0.30 695.00 $208.50 11/29/12 BJS Review and revise plan 0.40 695.00 $278.00 11/29/12 BJS Review UST issues regarding disclosure statement 0.40 695.00 $278.00 11/29/12 BJS Various emails with PSZ&J regarding plan/disclosure 1.00 695.00 $695.00

statement revisions


11/29/12 BJS Various emails with debtors regarding plan issues 1.50 695.00 $1,042.50 11/29/12 P1K Various emails with Greenberg and US Trustee 0.30 395.00 $118.50

regarding proposed disclosure statement order and comments to plan documents

11/29/12 PJK Review and revise proposed plan regarding committee 1.20 395.00 $474.00 comments; create redline; email to Bradford J. Sandier and Shirley Cho regarding same

11/30/12 KKY Telephone conference with Shirley S. Chore plan 0.10 275.00 $27.50 11/30/12 KKY Email (.1) to Shirley S. Chore form plan documents; 1.00 275.00 $275.00

and prepare (9) attachments to same 11/30/12 SSC Telephone conference with J. Sarkessian re plan. 0.60 675.00 $405.00 11/30/12 SSC Telephone conference with B. Sandier re plan. 0.10 675.00 $67.50 11/30/12 SSC Telephone conference with M. DiConza re plan. 1.00 675.00 $675.00 11/30/12 SSC Review and analysis re revised plan. 1.20 675.00 $810.00 11/30/12 SSC Correspond with M. DiConza re plan issues. 0.60 675.00 $405.00 11/30/12 SSC Review and analysis re UST comments to various plan 0.50 675.00 $337.50

documents. 11/30/12 BJS Various emails with counsel regarding plan, disclosure 2.00 695.00 $1,390.00

statement 11/30/12 BJS Various emails with PSZ&J regarding plan/disclosure 0.50 695.00 $347.50

statement 11/30/12 BJS Various emails with debtors regarding solicitation 0.50 695.00 $347.50

issues


Retention of Prof. [B1601

11/06/12 PJK Emails with Shirley Cho regarding PSZ&J retention 0.10 395.00 $39.50 application

11/06/12 P1K Review conflicts list; email to Aaron Bonn regarding 0.30 395.00 $118.50 same; emails with A. Aquino-Fike regarding same

11/07/12 BJS Review and revise PSZ&J employment application 0.30 695.00 $208.50 11/07/12 PJK Draft PSZ&J retention application; email draft to 0.80 395.00 $316.00

Bradford J. Sandier and Shirley Cho; email to Aaron Bonn regarding matter

11/07/12 PJK Emails with Aaron Bonn regarding conflicts list and 0.20 395.00 $79.00 new matter

11/07/12 P1K Emails with Aaron Bonn regarding conflicts results; 0.20 395.00 $79.00 email to Linda Ellis regarding same

11/12/12 BJS Various emails with PSZ&J regarding PSZ&J 0.30 695.00 $208.50 employment application

11/12/12 SSC Review and revise PSZ&J retention application. 0.30 675.00 $202.50 11/12/12 PJK Edits to PSZ&J retention application; email draft to 0.30 395.00 $118.50

Bradford J. Sandier regarding same 11/12/12 PJK Further edits regarding PSZ&J retention application; 0.30 395.00 $118.50

emails with Shirley Cho regarding same; email draft to R. Grasso regarding same

11/12/12 P1K Review conflicts reports for possible Rule 2014 2.70 395.00 $1,066.50


disclosures 11/12/12 PJK Emails with Laura Davis Jones regarding Rule 2014 0.10 395.00 $39.50

disclosures 11/13/12 PJK Emails with R. Grasso regarding PSZ&J retention 0.40 395.00 $158.00

application; review and finalize same for filing 11/21/12 BJS Various emails with US Trustee regarding PSZ&J 0.20 695.00 $139.00

employment

11/26/12 KFF Respond to request for copy of PSZ&J’s Retention 0.20 275.00 $55.00 Application and forward to U.S. Trustee

11/26/12 PJK Emails with Lynzy McGee regarding PSZ&J retention 0.30 395.00 $118.50 application; emails with US Trustee regarding copy of same; emails with Kathe Finlayson regarding copy of application to US Trustee

11/28/12 BJS Various emails with UST regarding PSZ&J 0.30 695.00 $208.50 employment application

11/28/12 BJS Review and revise supplemental declaration in support 0.30 695.00 $208.50 of PSZ&J employment application

11/28/12 KKY Serve (.1) and prepare for service (.1) supplemental 0.20 275.00 $55.00 declaration of Bradford J. Sandier re PSZ&J retention app

11/28/12 KKY Draft affidavit of service for supplemental declaration 0.10 275.00 $27.50 of Bradford J. Sandler re PSZ&J retention app

11/28/12 PJK Draft supplemental declaration for PSZ&J retention 0.30 395.00 $118.50

11/29/12 KKY E-mail (.1) to A. Bonn re conflict checks; and prepare 0.40 275.00 $110.00 (3) attachments to same

11/30/12 KKY E-mail to A. Bonn re conflict check 0.10 275.00 $27.50


Ret, of Prof./Other

11/05/12 BJS Telephone call with various Financial Advisor firms 0.40 695.00 $278.00 11/06/12 BJS Various emails with various financial advisors 0.20 695.00 $139.00

regarding financial advisor interviews 11/06/12 SSC Review and analysis re Keen retention application. 0.30 675.00 $202.50

11/06/12 SSC Review and analysis re Greenberg Traurig retention 0.20 675.00 $135.00 application.

11/06/12 PJK Review OCP motion; interim compensation motion; 0.50 395.00 $197.50 utilities and attention to issues with same; emails with Bradford J. Sandier and Shirley Cho regarding same

11/06/12 PJK Emails with Bradford J. Sandier and Shirley Cho 0.40 395.00 $158.00 regarding GA Keen retention application and comments to same; review US Trustee comments to Keen retention application

11/06/12 PJK Review GA Keen retention documents; emails with 0.80 395.00 $316.00 Shirley Cho and Bradford J. Sandier regarding same

11/07/12 BJS Telephone call with Peter J. Keane regarding Keen 0.20 695.00 $139.00 employment issues

11/07/12 BJS Various emails with H. Bordwin regarding Keen 0.40 695.00 $278.00 employment application

Invoice number 101104 07937 00002

Page 12

11/07/12 BJS Telephone call with H. Bordwin regarding Keen 0.20 695.00 $139.00 11/07/12 PJK Further emails with Bradford J. Sandler regarding GA 0.30 395.00 $118.50

Keen retention issues 11/07/12 PJK Various emails with Bradford J. Sandier and H. 0.50 395.00 $197.50

Bordwin regarding GA Keen retention comments and issues with same; review revised order; emails with debtors’ counsel regarding same

11/09/12 SSC Review supplemental Greenberg disclosure. 0.40 675.00 $270.00 11/27/12 PJK Email from debtors re OCP issues, review OCP order, 0.20 395.00 $79.00

emails with Brad Sandier and debtors re same 11/28/12 PJK Emails with US Trustee regarding retention and 0.30 395.00 $118.50

supplemental declaration; review conflicts list and Greenberg retention application; attention to same


Total professional services: 130.30 $67,012.50

Costs Advanced:

11/05/2012 P0 07937.00001 :Postage Charges for 11-05-12 $52.80

11/05/2012 RE (6 @0.10 PER PG) $0.60

11/05/2012 RE ([email protected] PER PG) $24.70

11/05/2012 RE2 SCAN/COPY ( 2 @0.10 PER PG) $0.20


11/05/2012 RE2 SCAN/COPY (27 @0.10 PER PG) $2.70



11/06/2012 DC 07937.00001 Digital Legal Charges for 11-06-12 $90.00


11/06/2012 DC Delivery! Courier Service [E107] $90.00

11/06/2012 DC Delivery/ Courier Service [E]07] $5.00





11/07/2012 BB 07937.00001 Bloomberg Charges for 11-07-12 $0.40



11/07/2012 DC Delivery/ Courier Service [E107] $8.46



11/07/2012 RE (4 @0.10 PER PG) $0.40

11/07/2012 RE (70 @0.10 PER PG) $7.00




11/08/2012 RE (2 @0.10 PER PC) $0.20

11/08/2012 RE (3 @0.10 PER P0) $0.30



11/09/2012 DC Delivery! Courier Service [El 07] $10.65


11/09/2012 RE (213 @0.IO PER PG) $21.30

11/12/2012 RE (l 0 @0 .IO PER PG) $1.00


11/12/2012 RE2 SCAN/COPY (4 @0.10 PER P0) $0.40

11/12/2012 RE2 SCAN/COPY (21 @0.10 PER P0) $2.10







11/14/2012 RE ( 4 @0.IO PER PG) $0.40




11/16/2012 RE2 SCAN/COPY (

6 @0.10 PER P0) $0.60


11/19/2012 RE (431 @0.1O PER PG) $43.10

11/19/2012 RE2 SCAN/COPY ( 52 @0.10 PER P0) $5.20

11/19/2012 RE2 SCAN/COPY (6 @0.10 PER P0) $0.60





11/20/2012 DH 07937.00001 DilL Worldwide Express Charges for 11-20-12 $36.49


11/20/2012 DH 07937.00001 DHL Worldwide Express Charges for 11-20-12 $19.99











11/20/2012 Dl-1 07937.00001 DHL Worldwide Express Charges for 11-20-12 $35.08





















11/20/2012 RE (2 @0.10 PER PG) $0.20

11/20/2012 RE (2 @0.10 PER PG) $0.20

11/20/2012 RE (28 @0.10 PER PG) $2.80

11/20/2012 RE (462 @0.10 PER PC) $46.20







11/26/2012 DC Delivery/ Courier Service [E 107] $13.32

11/26/2012 DC Delivery/ Courier Service [E 107] $9.38


11/27/2012 DC Delivery/ Courier Service [E107} $5.00

11/27/2012 DH 07937.00001 DHL Worldwide Express Charges for] 1-27-12 $9.77



11/29/2012 BM Business Meal [El II] LA Bite- Marias Italian Kitchen, working $16.22 meal, SSC

11/29/2012 DC Delivery/ Courier Service [E107] $90.00






11/29/2012 RE2 SCAN/COPY (170 @0.10 PER P0) $17.00


11/29/2012 RE2 SCAN/COPY (52 @0.10 PER P0) $5.20








11/30/2012 PAC Pacer- Court Research $190.10





Total Expenses: $3,296.92

Summary: Total professional services

$67,012.50

Total expenses

$3,296.92

Net current charges

$70,309.42

Total balance now due $70,309.42

ARP Paul, Andrea R. 3.20 185.00 $592.00

BJS Sandier, Bradford J. 38.30 695.00 $26,618.50

BMK Koveleski, Beatrice M. 0.20 185.00 $37.00

CAH Helm, Curtis A. 3.40 595.00 $2,023.00

JSP Pomerantz, Jason S. 7.40 615.00 $4,551.00

KFF Finalyson, Kathe F. 0.60 275.00 $165.00

KKY Yee, Karma K. 15.00 275.00 $4,125.00

KPM Makowski, Kathleen P. 0.10 495.00 $49.50

LAF Forrester, Leslie A. 1.60 295.00 $472.00

MRS Seidl, Michael R. 0.20 615.00 $123.00

Invoice number 101104 07937 00002

PJK Keane, Peter J. 39.20 395.00

SLP Pitman, L. Sheryle 3.00 185.00

SSC Cho, Shirley S. 18.10 675.00

130.30

Page 16

$15,484.00

$555.00

$12,217.50

$67,012.50

Task Code Summary

Hours Amount

BL Bankruptcy Litigation [L430] 30.10 $14,751.50 CA Case Administration [B 110] 21.40 $5,521.00 CO Claims Admin/Objections[B3 10] 3.60 $2,166.00 CPO Comp. of Prof./Others 0.70 $366.50 EB Employee Benefit/Pension-B220 0.70 $366.50 EC Executory Contracts [B185] 2.40 $1,328.00 FF Financial Filings [BI 10] 0.70 $336.50 FN Financing [B230] 7.30 $4,583.50 GC General Creditors Comm. [B 150] 12.70 $7,592.50 MC Meeting of Creditors [B 150] 3.90 $2,310.50 PD Plan & Disclosure Stmt. [B320] 32.80 $21,104.00 RP Retention of Prof. [B160] 8.70 $3,820.50 RPO Ret, of Prof./Other 5.30 $2,765.50

130.30 $67,012.50

Expense Code Summary Bloomberg $11.40 Working Meals [El $16.22 Delivery/Courier Service $1,068.52 DHL- Worldwide Express $1,082.73 Pacer - Court Research $190.10 Postage [E108] $576.25 Reproduction Expense [E101] $280.10 Reproduction! Scan Copy $71.60

$3,296.92



)

In re: )

Chapter 11 )

BACK YARD BURGERS, INC., et al.,’ )

Case No. 12-12882 (PJW) )

Debtors. )

Jointly Administered )

CERTIFICATE OF SERVICE

I, Peter J. Keane, hereby certify that on the 8th day of January, 2013, I caused a

copy of the following document(s) to be served on the individuals on the attached service list(s)

in the manner indicated:

Notice of Filing of Fee Application

First Monthly Application for Compensation and Reimbursement of Expenses of Pachulski Stang Ziehl & Jones LLP, as Counsel to the Official Committee of Unsecured Creditors, for the Period from November 5, 2012 through November 30, 2012

Verification of Laura Davis Jones

? -It~ CC--- Peter J. Keane (DE Bar No. 5503)

The Debtors in these chapter Ii cases, along with the last four digits of each Debtor’s 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.

DOCS_DE: 185164.1 07937/002

Back Yard Burgers - Fee App Service List Case No. 12-12882 (PJW) Doe. No. 185123 01�Interoffice 04� Hand Delivery 05 - First Class Mail

(Counsel to the Official Committee of Unsecured Creditors) Bradford J. Sandler, Esq. Pachuiski Stang Ziehi & Jones LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19801

Interoffice (Counsel to the Official Committee of Unsecured Creditors) Shirley S. Cho, Esq. Pachulski Stang Ziehi & Jones LLP 10100 Santa Monica Boulevard, 13 1h Floor Los Angeles, CA 90067

Hand Delivery (United States Trustee) Juliet Sarkessian, Esq. Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Lockbox 35 Wilmington, DE 19801

Hand Delivery (Counsel to the Debtors) Dennis A. Meloro, Esq. Greenberg Traurig, LLP The Nemours Building 1007 N. Orange Street, Suite 1200 Wilmington, DE 19801

Hand Delivery (Counsel to Pharos Capital Partners II, L.P. and Pharos Capital Partners II-A, L.P.) Brett D. Fallon, Esq. Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801

Hand Delivery (Counsel to Harbert Mezzanine Partners II, L.P.) William E. Chipman, Jr., Esq. Mark D. Olivere, Esq. Cousins Chipman & Brown, LLP 1007 N. Orange Street, Suite 1110 Wilmington, DE 19801

First Class Mail (Debtors) Laura DeRise Back Yard Burgers, Inc. 500 Church Street, Suite 200 Nashville, TN 37219

First Class Mail (Counsel to the Debtors) Nancy A. Mitchell, Esq. Maria J. DiConza, Esq. Greenberg Traurig, LLP MetLife Building 200 Park Avenue New York, NY 10166

First Class Mail (Counsel to Pharos Capital Partners II, L.P. and Pharos Capital Partners II-A, L.P.) Jay R. Bender, Esq. Bradley Arant Boult Cummings LLP One Federal Plaza 1819 Fifth Avenue North Birmingham, AL 35203

First Class Mail (Counsel to Pharos Capital Partners II, L.P. and Pharos Capital Partners Il-A, L.P.) Doug Franck, Esq. Bradley Arant Boult Cummings LLP Roundabout Plaza 1600 Division Street, Suite 700 Nashville, TN 37203

First Class Mail (Counsel to Harbert Mezzanine Partners II, L.P.) James R. Langdon, Esq. Moore & Van Allen PLLC 100 N. Tryon Street, Suite 4700 Charlotte, NC 28202-4003

Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE …omnimgt.com/CMSVol2/pub_46580/379019_273.pdfand NH Bar since 2010 Leslie F. Forrester Law Library Director 2003 $295.00 1.60 $ 472.00