Case KG Doc 4022 Filed 12/14/18 Page 1 of 14

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1 Case KG Doc 4022 Filed 12/14/18 Page 1 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: HH Liquidation, LLC, et al.,l Chapter 11 Case No (KG) (Jointly Administered) Debtors. Objection Deadline: January 3, 2019 at 4:00 p.m. (ET) Hearing Date: Only if necessary TWENTY-FIFTH MONTHLY CONTINGENCY FEE APPLICATION FOR COIVIPElr1SATION AI~TD REIlVII3URSEMENT OF ~X~'E1~TSES OF PACHULSKI STAND ~IEI~L &i JONES LLP, AS COUNSEL ~+'0~2 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM SEPTEMBER 1, 2018 THROUGH NOVEIV~BER 30, 2018 Name of Applicant: Pachulski Stang Ziehl &Jones LLP Authorized to Provide Professional Services to: Official Committee of Unsecured Creditors Nunc Pro Tunc to September 21, 2015 by Date of Retention: Order signed November 10, 2015, and Amended and Modified by Order dated August 16, 2016 Period for which Compensation and September 1, 2018 through November 30, Reimbursement is Sought: 2018 Amount of Compensation Sought as Actual, Reasonable and Necessary: ~~30.25 Amount of Expense Reimbursement Sought as Actual, Reasonable and Necessar $ This is a: x monthly interim final application. The total time expended for fee application preparation is approximately 3.0 hours and the corresponding compensation requested is approximately $1, i The Debtors, together with the last four digits of each Debtor's tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/wa Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA DOCS SF: /002

2 Case KG Doc 4022 Filed 12/14/18 Page 2 of 14 ~..._ ~ _. ate ~ ~ I ~. c1 PRIOR CONTINGENCY FEE APPLICATIONS FILED... 4 T...:::::.:.::.:.:. :::.::.. ::..:::::::. :::::::::::::: I ~ t. ~ a it t, ~:.~~`~d:.:::::.::.,::.::.::::.:. _...:::..:::::::::::::.F....:...~...: n. s.~;::><><:::.::: :.': :...::.::.::.::.::.:::: ~ :..::::::::c:x.: ~.:', :. :.:y..:: ::...:...:....'.....:c:'.:::.n::::::::'. E:... ':;g::~':: <....~ ~:~.::::::.:::...:,.:..t`.. ~L~..::::::..::::::::..:.:.~.. ~... i.:::::::. ẇ«~~t ''~ >>..:::::::. 10/18/16 08/16/16 08/31/16 $114, $0.00 $114, $ /07/16 09/01/16 09/30/16 $15, $ $15, $ /08/16 10/01/16 10/31/16 $12, $38.12 $12, $38,12 01/12/17 11/01/16 11/30/16 $11, $2, $11, $2, /16/17 12/01/16 12/31/16 $57, $ $57, $ /04/17 01/01/17 01/31/17 $150, $ $150, $ /11/17 02/01/17 02/28/17 $230, $7, $230, $7, /06/17 03/01/17 03/31/17 $199, $1, $199, $1, /23/17 04/01/17 04/30/17 $420, $11, $420, $11, /19/17 05/01/17 05/31/17 $494, $36, $494, $36, /09/17 06/01/17 06/30/17 $470, $42, $470, $42, /16/17 07/01/17 07/31/17 $290, $94, $290, $94, /16/17 08/01/17 08/31/17 $258, $29, $258, $29, /01/17 09/01/17 09/30/17 $260, $508, $260, $508, /08/17 10/01/17 10/31/17 $615, $44, $615, $44, /21/17 11/01/17 11/30/17 $273, $20, $273, X20, /20/18 12/01/17 12/31/17 $111, $3, $111, $3, /20/18 01/01/18 01/31/18 $59, $33, $59, $33, /12/18 02/01/18 02/28/18 $54, $ $54, $ /30/18 03/01/18 03/31/18 $9, $ $9, $ /01/18 04/01/18 04/30/18 $43, $ $43, $ /10/18. 05/01/18 05/31/18 $47, $ $47, $ /20/18 06/01/18 06/30/18 $16, $2, $16, $2, /26/18 07/01/18 08/31/18 $4,183:00 $14.40 $4, $14.40 DOCS SF: /002

3 Case KG Doc 4022 Filed 12/14/18 Page 3 of 14 PSZ&J PROFESSIONALS ~~ A~l»c ~~t~ 1'~-u~~es~ioti~il ~ Itl(~1~'tt~it211 ~ _ - $ ~ - $ John A. Morris partner 2008; Member NY Bar 1991.ZO Partner 2005; Member PA James E. O'Neill Bar 1985; Member DE Bar $ $ Of Counse12012; Member Colin R. Robinson NJ & PA Bars 2001; $ $ Member DE Bar 2010 Elizabeth C. Thomas Paralegal $ $ Sheryle L. Pitman Case Management Assistant $ $ ~~ and Total: $1, Total Hours: 3.10 Blended Rate: $ Reduced rate of 50% of hourly billing rate pursuant to the Amended Retention Order (defined below): Grand Total: $ Total Hours: 3.10 Blended Rate: $ DOCS SP: /002 3

4 Case KG Doc 4022 Filed 12/14/18 Page 4 of 14 COMPENSATION BY CATEGORY Pt`t3~C~~ ~'~t~e~4?t'ic5 ~ I t~f~tl ~~ ~ttl'ti _ ~'Ek~''rl~ ~' ees Bankruptcy Litigation 1.20 $ Case Administration 1.90 $ Sub-Total 3.10 $1, Less 50%hourly billing rate ($730.25) Grand Total 3.10 $ EXPENSE SUMMARY ~l:~et1~e ~~~teg ~~~',! ~ ~ez'~~i~e Pr-t~~~i~lt~r` li ~t~ 1~:?:I~~:~~tti~ti ::~ i _ W.~! (If.~~~~~lic~~hlc1 ~~, ---~ _ ~ Pacer Court Research $ Reproduction Expense $ Reproduction/Scan Copy $ Total $ PSZ&J may use one or more service providers. The service providers identified herein below are the primary service providers for the categories described. DOCS SF: /002

5 Case KG Doc 4022 Filed 12/14/18 Page 5 of 14 IN THE UNITED STATES BANI~ItUPTC~' COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 HH Liquidation, LLC, et al.,l ) Case No (KG) (Jointly Administered) Debtors. ) Objection Deadline: January 3, 2019 at 4:Op p.m. (ET) Hearing Date: Only if necessary TWENTY-FIFTH MONTHLY COleTTINGENCY FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PACHULSKI STANG ZIEHL &JONES LLP, AS COUNSEL FOR THE OFI+'ICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE PERIOD FROM SEPTEMBER 1, 2018 THROUG~-I NOVEMBER 30, 2018 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 "Oder Establishing Procedures for Interim Compensation and Reimbursement of Expenses fon Retained Professionals," signed on or about October 13, 2015 (the "Administrative Order"), Pachulski Stang Ziehl &Jones LLP ("PSZ&J" or the "Firm"), counsel for the Official Committee of Unsecured Creditors (the "Committee") in the bankruptcy cases of the above-captioned debtors (the "Debtors"), hereby submits its Twenty- Fifth Monthly Contingency Fee Application for Compensation and for Reimbursement of Expenses fon the Perzod fnom September 1, 2018 through November 30, 2018 (the "Contingency Fee Application"). i The Debtors, together with the last four digits of each Debtor's tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/kla Haggen, Inc.) (4583). The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA DOCS SF: /002

6 Case KG Doc 4022 Filed 12/14/18 Page 6 of 14 By this Contingency Fee Application, PSZ&J seeks monthly interim allowance of compensation, pursuant to the Amended Retention Order (defined below), in the amount of $ and actual and necessary expenses in the amount of $ for a total allowance of $1, and payment of $ (80% of the allowed fees) and reimbursement of $ (100% of the allowed expenses) for a total payment of $91Q.00 for the period September 1, 2018 through November 30, 2018 (the "Interim Period") with respect to the services set forth in Exhibit A hereto. In support of this Contingency Fee Application, PSZ&J respectfully represents as follows: Background On September 8, 2015 (the "Petition Date"), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On or about September 21, 2015, an Official - Committee of Unsecured Creditors was appointed in these cases. 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. 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 This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 3. On or about October 13, 2015, the Court signed the Administrative Order, authorizing certain professionals ("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 DOCS SF: /002 2

7 Case KG Doc 4022 Filed 12/14/18 Page 7 of 14 fee applications. If no objections are made within twenty (20) 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 requested expenses. Beginning with the period ending November 30, 2015, and continuing at the conclusion of each three-month period thereafter while these chapter 11 cases are pending, each of the Professionals may 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 P5Z&J, as counsel to the Official Committee of Unsecured Creditors, was approved effective as of September 21, 2015 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 September 21, 2015," signed on or about November 10, 2015 (the "Retention Order"). The Retention Order authorized PSZ&J to be compensated on an hourly basis and to be reimbursed for actual and necessary outof-pocket expenses. 5. On August 16, 2016, the Court entered an "Oder Authorizing and AppNoving the Modification of the TeNms of Employment of Pachulski Stang Ziehl &Jones LLP to Pursue Certain Litigation Claims on a Partial Contingency Fee Basis" ("Derivative Causes of Action" and the "Amended Retention Order"). The Amended Retention Order authorized PSZ&J to be compensated at 50% of its then-current hourly rates, plus 20% of any gross recovery obtained in connection with the Derivative Causes of Action, and to be reimbursed for DOGS SP: /002 3

8 Case KG Doc 4022 Filed 12/14/18 Page 8 of 14 all actual, and necessary out-of-pocket expenses with respect to the pursuit of the Derivative Causes of Action.2 PSZ&J'S CONTINGENCY FEE APPLICATION FOR COMPENSATION AND FOR REIMBURSEMENT OF EXPENSES Compensation Paid and Its Source 6. All services for which PSZ&J requests compensation were performed for or on behalf of the Official Committee of Unsecured Creditors. 7. 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 Contingency Fee 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 did not receive a retainer in these cases. Fee Statements 8. The fee statement for the Interim Period is attached hereto as Exhibit A. This statement contains 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 Contingency Fee 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 2 PSZ&J will seek allowance and payment of 20% of any gross recovery obtained in connection with the Derivative Causes of Action in a later application(s), if applicable. DOCS 5F: /002 4

9 Case KG Doc 4022 Filed 12/14/18 Page 9 of 14 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 believes the foregoing rates are the market rates that the majority of law firms charge clients for such services. Actual and Necessary Expenses 9. 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. 10. PSZ&J charges $0.25 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. 11. With respect to providers of on-line legal research services (e.g., LEXIS and Westlaw), PSZ&J charges the standard usage rates these providers charge for computerized DOGS SF; /002

10 Case KG Doc 4022 Filed 12/14/18 Page 10 of 14 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. Suminaiy of Services Rendered 12. The names of the partners, counsel, 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. 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 these bankruptcy cases. Summary of Services by Project 14. The seivices 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 more than one category, 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 DOGS SF:R /002 6

11 Case KG Doc 4022 Filed 12/14/18 Page 11 of 14 category, along with the number of hours for each individual and the total compensation sought for each category. Summary of Services A. Bankruptcy Litigation 15. This category includes work related to litigation issues and any motions filed during the Interim Period. During the Interim Period, the. Firm, among other things: (1) performed work regarding a dismissal stipulation; (2) performed research; and (3) corresponded and conferred regarding litigation issues. Fees: $ Hours: Case Administration 16. This category includes work related to administering the cases in an efficient manner. During the Interim Period, the Firm, among other things, maintained document control. Fees: $ Hours: 1.90 Valuation of Services 17. Attorneys and paraprofessionals of PSZ&J expended a total of 3.10 hours in connection with their representation of the Committee in connection with the pursuit of the Derivative Causes of Action during the Interim Period, as follows: DOCS SF: /002 7

12 Case KG Doc 4022 Filed 12/14/18 Page 12 of 14.. T._ ) it.~ ~i r~~t~ t>f I'~~~fe5~i~~~t7i J r~~~~~ ~~~~~~~ i w_ - _~ John A. Morris t~t~er ~if~ 1'c~}r,~ i«that ~ 1~~~,iii~»i, P~-i~it- Iit~Ie~~at~t `',1~3~t'~L't~it'~ ~t C`~lI' t}~ ~~~I~ it~~; ~ 'I'~~tal! ~, ~T'oC<iI tye' ~~ Il~~ur~,~ ~'r~rn~~ensat'iatl ~eii~l; ~ I3illc~~ r~~'t+~ ~- ~e~~i~s: -~-- ~ ~ I Partner 2008; Member NY $ $ Bar 1991 Partner 2005; Member PA James E. O'Neill Bar 1985; Member DE Bar $ $ Of Counse12012; Member Colin R. Robinson NJ & PA Bars 2001; $ $ Member DE Bar 2010 Elizabeth C. Thomas Paralegal $ $ Sheryle L. Pitman Case Management Assistant $ $ Grand Total: $1, Total Hours: 3.10 Blended Rate: $ Reduced rate of 50% of hourly billing rate pursuant to the Amended Retention Order (defined below): Grand Total: $ Total Hours: 3.10 Blended Rate: $ 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 $1, Pursuant to the Amended Retention Order, PSZ&J has reduced its current hourly rates by 50% and is seeking interim compensation in the amount of $ 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 ROCS SF: /002

13 Case KG Doc 4022 Filed 12/14/18 Page 13 of 14 other than in a case under the Bankruptcy Code. Moreover, PSZ&J has reviewed the requirements of Del. Bankr. LR and the Administrative Order and believes that this Contingency Fee Application complies with such Rule and Order. WHEREFORE, PSZ&J respectfully requests that, for the period September 1, 2018 through November 30, 2018 with respect to the services set forth on Exhibit A, an interim contingency fee allowance be made to PSZ&J for compensation in the $ and actual and necessary expenses in the amount of $ for a total allowance of $1, and payment of $ (80% of the allowed fees) and reimbursement of $ (100% of the allowed expenses) for a total payment of $910.00, and for such other and further relief as this Court may deem just and proper. Dated: December 14, 2018 PACHULSKI STANG ZIEHL &JONES LLP /s/ BNadford J. Sandler Bradford J. Sandler (Bar No. 4142) Robert J. Feinstein (NY Bar No ) Peter J. Keane (Bar No. 5503) 919 North Market Street, 17th Floor P O Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) bsandler@pszjlaw.com rfeinstein@p szj law. com pkeane@pszj law.com Counsel for the Official Committee of Unsecured Creditors DOCS SP:98S /002 9

14 Case KG Doc 4022 Filed 12/14/18 Page 14 of 14 VERIFICATION STATE OF DELAWARE COUNTY OF NEW CASTLE Bradford J. Sandler, after being duly sworn according to law, deposes and says: a) I am a partner at the applicant law firm Pachulski Stang Ziehl &Jones LLP, and have been admitted to appear before this Court. b) I am familiar with the work performed on behalf of the Creditors' Committee by the lawyers and paraprofessionals of PSZ&J. c) I have reviewed the foregoing Contingency Fee 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 and the Administrative Order signed on or about October 13, 2015, and submit that the Contingency Fee Application substantially complies with such Rule and Order. /s/bradford J. Sandler Bradford J. Sandler Rocs sr:9asoz.2 3si s2ioo2

15 Case KG Doc Filed 12/14/18 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE --. In re: ) Chapter 11 HH LIQUIDATION, LLC, et al.,l ) Case No (KG) (Jointly Administered) Debtors. ) Objection Deadline: January 3, 2019 at 4:00 p.m. (ET) Hearing Date: Only if Necessary NOTICE OF FILING OF FEE APPLICATION PLEASE TAKE NOTICE that Pachulski Stang Ziehl &Jones LLP, as counsel for the Official Committee of Unsecured Creditors (the "Committee") in the above-referenced cases, filed and served the Twenty-Fifth Monthly Contingency Fee Application for Compensation and Reirrcbursernent of Expenses of Pachulski Stang Ziehl &Jones LLP, as Cozrnsel for the Official Committee of Unsecasred Creditors, fon the Period from September 1, 2018 thrortigh November 30, 2018 (the "Application") seeking compensation for the reasonable and necessary services rendered to the Committee in the amount of $730.25, and reimbursement for actual and necessary expenses in the amount of $ 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 3, 2019 at 4:00 p.m. prevailing Eastern Time. ' The Debtors, together with the last four digits of each Debtor's tax identification number, are: HH Liquidation, LLC (f/wa Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), I-IH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA DOCS DE

16 Case KG Doc Filed 12/14/18 Page 2 of 3 The Application is submitted pursuant to the Oder Establishing Procedures for InteNim Compensation and Reimbursement of Expenses fog Retained Professionals entered by this Court on October 14, 2015 [Docket No. 408] (the."administrative Order"). PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (a) the Office of the United States Trustee, J. Caleb Boggs Federal Building, 844 North King Street, Suite 2207, Wilmington, DE 19801, Attn: Timothy J. Fox, Esquire; (b) the Debtors, Haggen Holdings, LLC, 2211 Rimland Drive, Bellingham, WA 98226, Attn: Blake Barnett; (c) co-counsel to the Debtors, (i) Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY , Attn: Frank A. Merola, Esquire and Sayan Bhattacharya, Esquire, and (ii) Young Conaway Stargatt &Taylor LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801, Attn: Matthew B. Lunn, Esquire; (d) counsel to the Debtors' pre-petition and post-petition lenders, Blank Rome LLP, 1201 Market Street, Suite 800, Wilmington, DE 19801, Attn: Regina Stango Kelbon, Esquire; and (e) counsel to the Official Committee of Unsecured Creditors, Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19801, Attn: Bradford J. Sandler, Esquire, and (b) Pachulski Stang Ziehl &Jones LLP, 780 Third Avenue, 34th Floor, New York, NY 10017, Attn: Robert J. Feinstein, Esquire. IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURES, THEN 80% OF FEES AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE ADMINISTRATIVE ORDER WITHOUT FURTHER HEARING OR ORDER OF THE COURT. DOCS DE:

17 Case KG Doc Filed 12/14/18 Page 3 of 3 IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL B~ MADE ACCORDING TO THE PROCEDURES SET FORTH IN THE ADMINISTRATIVE ORDER. A HEARING ON THE APPLICATION WILL BE HELD ONLY IF OBJECTIONS OR RESPONSES ARE TIMELY FILED. Dated: December 14, 2018 PACHULSKI STANG ZIEHL &JONES LLP /s/peter J. Keane Bradford J. Sandler (Bar No. 4142) Robert J. Feinstein (NY Bar No ) Peter J. Keane (Bar No. 5503) 919 North Market Street, 17th Floor P. O. Box 8705 Wilmington, DE (Courier 19801) Telephone: (302) Facsimile: (302) bsandler@pszjlaw.com rfeinstein@pszj law.com pkeane@pszjlaw.com Counsel to the Official Committee of Unsecured CNeditors ROCS D~

18 Case KG Doc Filed 12/14/18 Page 1 of 8 EXHIBIT A

19 Case KG Doc Filed 12/14/18 Page 2 of 8 Pachulski Stang Ziehl Bi Jones LLB' 919 North Market Street 17th Floor Wilmington, DE BJS RE: Derivative Causes of Action November 30, 2018 Invoice Client Matter BJS STATEMENT OF PROFESSIONAL SERVICES RENDERED THROUGH 11/30/2018 ra~~~~ EXPENSES $1, ~~as.so TOTAL CURRENT CHARGES $1,786.30

20 Case KG Doc Filed 12/14/18 Page 3 of 8 Pachulski Stang Ziehl &Jones LLP Page: 2 Haggen Holdings OCC Invoice November 30, 2018 Se~anmary of Services by 'T~sl~ Code Task Code Description Hours Amount BL Bankn~ptcy Litigltiou [L430] I.20 $ CA Case Administration [Bll0] i ~~ $ $1, Summary of Services by Professional ID Name Title Rate Hours Amount CRR Robinson, Colin R. Counsel $ TAM Morris, John A. Partner $ JEO O'Neill, James E. Partner ~ -~~ $ LCT Tl~amas, ElizaUeth C. Paralegal ~ 2~ $75.00 SLP Pitman, L. Sheryle Case Man. Asst $SE $1, Summary of Expenses Description Amotiint Pacer - Com-t Research $ Reproduction Expense [E101] $96.40 Reproduction/ Scan Copy $ $325.80

21 Case KG Doc Filed 12/14/18 Page 4 of 8 Pachulski Stang Ziehl &.Tones LLP Haggen Holdings OCC p~ge~ -~ Invoice November 30, 2018 Hours Rate Amount Bankruptcy litigation [~L430] 11/14/2018 TAM BL Communications with B. Sandler, S. Cho, S. Uolden $ re stipulation of dismissal of adversary proceedings. 11/28/2018 CRR BL Einail communication w/ JMorris re stipulation of $75.00 dismissal 11/28/2018 JE(~ BL Research issue re stipulation of dismissal re $ Carnmittee Litigation 11/29/2018 CRR BL Review, confer w/ KMangan re filing of stipulation $ of dismissal 11/30/2018 LCT BL Serve stipulation of dismissal of Comvest adversary $75.00 (.1}; prepare aff of service (.i). Case Administration[B110] 1.20 X /01/2018 SLP CA Maintain document control $ /03/2018 SLP CA Maintain document control $ /08/2018 SLP ~A Maintain document control $ /15/2018 SLP CA Maintain document cont~ ol $ /16/2018 SLP CA Maintain document control. x $ /26/2018 SLP ~=A Maintain document control $ /29/2018 SLP <%A Maintain document control. ~ $ /30/2018 ' SLP CA Maintain document control $ /31/2018 SLP CA Maintain document control $ /01/2018 ~ SLP CA Mauitaiil document control $ /02/2018 SLP ~A Maintain document control $ /05/2018 SLP ~=A Maintain document control $ /12/2018 SLP CA Maintlin document eoutrol $ /13/2018 SLP CA Maintain document control $ /14/2018 SLP CA Maintain document control $ /15/2018 SLP CA Maintain document control. ~ 1~ $29.50 l 1/27/2018 SLP <=A Maintain dc~cuinent cannol. ~ 1p $ /28/2018 SLP C11 Maintain document control $ /29/2018 SLP GA Mlintain document control $ $560.,50 TOTAL SERVICES FOR THIS NIATT~R: $1,460.50

22 Case KG Doc Filed 12/14/18 Page 5 of 8 Pachulski St1ng Ziehl &Jones L,LP Haggen Holdings OCC Page: 4 Invoice November 30, 2018 Expenses 09/19/2018 RE (2(a~0.10 PER PG) /28/2018 RE (7(c~0.10 PER PU) /05/2018 R~ (8 ~r~0.10 PER PCi) /12/2018 RE (84 x,0.10 PER PG) /09/2018 RE (807 X0.10 PER PG} /09/2018 RE PER PG) 2.74 ll/09/2018 R~2 SCAN/COPY PER PG) /09/2018 RE2 SCAN/COPY PER PG) /09/2018 R~2 SCAN/COPY (10(r~0.10 PER PG) /09/2018 RE2 SCAN/COPY (5 ~>,0.10 PER PG) O.SO 11/09/2018 RE2 SCAN/COPY (47 ~a 0.10 PER PU) /09/2018 RE2 SCAN/COPY PER PG) /09/2018 REZ SCAN/COPY (4@0.10 PER PG) /09/2018 RE2 SCAN/COPY (10(u~.0.10 PER PG) /09/2018 RE2 SCAN/COPY (10 x,0.10 PER PG) /09/2018 RE2 SCAN/COPY (58@Q 10 PER PG) / RE2 SCAN/COPY PER PG) /09/2018 RE2 SCAN/COPY (18 ~c~0.10 PER PG) 1.8~ 11/09/2018 KE2 SCAN/C'OPY (24 (cc~0.10 PER PG) /09/2018 RE2 SCAN/COPY (4 ~c~0.10 PER PG) 0.40

23 Case KG Doc Filed 12/14/18 Page 6 of 8 Pachulski Stang Ziehl &.Tones LLP Haggen Holdings OCC Page: 5 Invoice November 30, /09/2018 RE2 SCAN/COPY (2X0.10 PER PG) /09/2018 RE2 SCAN/COPY (2 ~c~0.10 PER PG) /09/2018 R~2 SCAN/DOPY PER PG) /09/2018 RE2 SCAN/COPY (2 cr,0.10 PER PG) /09/2018 RE2 SCAN/COPY ($6 ~a~0.1q PER PU) /09/2018 RE2 SCAN/COPY PER PG) /09/2018 RE2 SCAN/COPY (4X0.10 PER PG) /09/2018 R~2 SCAN/COPY (2 ~c~0.10 PER PG) /09/2018 RI;2 SCAN/COPY (2 ~c~0.10 PER PG) /09/2018 RE2 SCAN/COPY (2X010 PER PG) /09/2018 RE2 SCAN/COPY (3X0.10 PER PG) /09/2018 RI~2 SCAN/COPY PER PG) /09/2018 RE2 SCAN/COPY (3(a~0.10 PER PG) /09/2018 RE2 SEAN/DOPY (3 Cc~0.10 PER PG) /09/2018 RE2 SCAN/COPY ( PER PG) /09/2018 ~RE2 SCAN/COPY (40 x.0.10 PER PG) /09/2018 RE2 SCAN/COPY PfiR PG) 1 I.80 11/09/2018 RE2 SCAN/COPY PER PG) /09/2018 R~2 SCAN/C'OPY (2 (a~0.10 PER PG) /09/2018 RE2 SCANICOPY PER PG) /09/2018 R~2 SCAN/COPY PER PG) 1.10

24 Case KG Doc Filed 12/14/18 Page 7 of 8 Pachulski Stang Ziehl &.Tones LLP Haggen Holdings OCC Page: 6 Invoice November 30, /09/2018 RF.2 SCAN/COPY (7X0.10 PER PG) /09/2018 R~2 SCAN/COPY (11 (~~0.10 PER PG) 1.ro 11/09/2018 RE2 SCAN/COPY (50(u~0.10 PER PG) /09/2018 RE2 SCAN/COPY PER PU) /09/2018 RE2 SCAN/COPY PER PU) /09/2018 RE2 SCAN/COPY (3(a~0.10 PAR PG) /09/2018 RE2 SCANJCOPY PER PG) /09/2018 RE2 SCAN/COPY PER PG) /09/2018 RE2 SCAN/COPY (1 ~~010 PER PG) /09/2018 RL2 SCAN/COPY (2@0.10 PAR PG) /09/2018 RE2 SCAN/COPY PER PG} /09/2018 RE2 SCAN/COPY PER PG) /09/2018 RB2 SCAN/COPY (SS x,0.10 PER PG) /12/2018 RE PER PG) /12/2018 RE ( PER PCi) U12/2018 RE2 SCAN/DOPY (20 X0.10 PER PG) /12/2018 RE2 SCAN/COPY (3 n,0.10 PER PG) /12/2018 I2~2 SCAN/COPY (2 ~a~010 PER PG) /12/2018 RE2 SCAN/COPY (3 ~r~0.10 PER PG) /12/2018 RE2 SCt~N/COPY (2 ~~0.10 PER PG) U13/201$ RE2 SCAN/COPY (48 x,0.10 PER PU) 4.80

25 Case KG Doc Filed 12/14/18 Page 8 of 8 Pachulski Stang Ziehl &.Tones LLP Page: 7 Haggen Holdings OCC Invoice OOOU3 November 30, /13/2018 RF2 SCAN/COPY (6 ~a~0.10 PER PG) /13/2018 RE2 SCAN/COPY (6 ~c~0.10 PER PG) /13/2018 RE2 SCAN/GC?PY PBR PG) /13/2018 RE2 SCAN/COPY (43 ~a~0.10 PER PG) /13/201 K RE2 SCAN/COPY (2 ~0.101'ER PG) /13/2018 RE2 SCAN/COPY (22 ~c~0.10 PER PG) /13/2018 RE2 SCAN/COPY (5(a~0.10 PER PG) /13/2018 RE2 SCAN/COPY (4 ~a),0.10 PER PG) /13/2018 RI32 SCAN/COPY (2(8),0.10 PER PG) /13/2018 RE2 SCAN/COPY PER PG) /13/2018 RE2 SCAN/COPY (24@0.10 PER PG) /30/2018 PAC Pacer -Court Research /30/2018 RE2 SCAN/COPY PAR PG) 22~ Total Expenses for this Matter $325.80

26 Case KG Doc Filed 12/14/18 Page 1 of 2 IN T IE UNITED STATES I3ANI~RUPTCX COUNT FOR THE DISTRICT OF DELAWARE In re: HH LIQUIDATION, LLC, et al.,i Chapter 11 Case No (KG) (Jointly Administered) Debtors. CERTIFICATE OF SERVICE I, Peter J. Keane, hereby certify that on the 14th day of December, 2018, I caused a copy of the documents listed below to be served on the individuals on the attached service list in the manner indicated: Notice of Filing of Fee Application; T~i~enty-Fifth Monthly Contingency Fee Application for Compensation and Reimbursement of Expenses of Pachulski Stang Zieiil &Jones LLP, as Counsel for the Official Committee of Unsecured Creditors, for the Period from September 1, 2018 through November 30, 2018; Exhibit A. /s/peter J. Keane Peter J. Keane (Bar No. 5503) ' The Debtors, together with the last four digits of each Debtor's tax identification number, are: HH Liquidation, LLC (f/k/a Haggen Holdings, LLC) (7558), HH Operations, LLC (f/k/a Haggen Operations Holdings, LLC) (6341), HH Opco South, LLC (f/k/a Haggen Opco South, LLC) (7257), HH Opco North, LLC (f/k/a Haggen Opco North, LLC) (5028), HH Acquisition, LLC (f/k/a Haggen Acquisition, LLC) (7687), and HH Legacy, Inc. (f/k/a Haggen, Inc.) (4583). The mailing address for each of the Debtors is 2211 Rimland Drive, Bellingham, WA DOCS DE:

27 Case KG Doc Filed 12/14/18 Page 2 of 2 Haggen Holdings, LLC Fee Application Service List Case No (KG) Document No OS First Class Mail First Class IV~ail (US Trustee) Timothy Jay Fox, Jr., Esquire Office of the United States Trustee U. S. Department of Justice 844 King Street, Suite 2207 Lockbox #35 Wilmington, DE First Class Mail (Counsel to Debtors) Matthew B. Lunn, Esquire Young Conaway Stargatt &Taylor, LLP 1000 North King Street Wilmington, DE First Class Mail (Counsel to the Debtors' Pre-Petition and Post-Petition Lenders) Regina Stango Kelbon, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE First Class Mail (Counsel to Debtors) Frank A. Merola, Esquire Sayan Bhattacharyya, Esquire Stroock & Stroocic & Lavan LLP 180 Maiden Lane New York, NY First Class Mail (Debtors). Blake Barnett Haggen Holdings, LLC 2211 Rimland Drive Bellingham, WA DOGS DE: l 52/002