Case CSS Doc 179 Filed 12/23/15 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 179 Filed 12/23/15 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No (CSS) AFFIRMATIVE INSURANCE ) HOLDINGS, INC., et al., 1 ) (Jointly Administered) ) Debtors. ) Objection Deadline: January 13, 2016 at 4:00 p.m. (ET) ) Hearing Date: Only if an objection is filed FIRST MONTHLY FEE APPLICATION OF FAEGRE BAKER DANIELS LLP FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS FOR THE PERIOD FROM OCTOBER 14, 2015 THROUGH OCTOBER 31, 2015 Name of Applicant: Authorized to Provide Professional Services to: Faegre Baker Daniels LLP The Debtors Date of Retention: November 16, 2015 nunc pro tunc to October 14, 2015 Period for which compensation and reimbursement is sought: October 14, 2015 to October 31, 2015 Amount of Compensation sought as actual, reasonable and necessary: $15, % of Amount of Compensation sought as actual, reasonable and necessary: $12, Amount of Expense Reimbursement sought as actual, reasonable and necessary: $0 This is a(n): Monthly Interim Final application This is the first monthly fee application filed in these cases. 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Affirmative Insurance Holdings, Inc. (0432); Affirmative Management Services, Inc. (7252); Affirmative Services, Inc. (7255); Affirmative Underwriting Services, Inc. (7250); Affirmative Insurance Services, Inc. (8823); Affirmative General Agency, Inc. (2345); Affirmative Insurance Group, Inc. (7246); and Affirmative, L.L.C. (2347). The location of the Debtors corporate headquarters and the service address for all Debtors is 150 Harvester Drive, Suite 250, Burr Ridge, Illinois

2 Case CSS Doc 179 Filed 12/23/15 Page 2 of 7 Summary of Faegre Baker Daniels s Monthly Fee Applications Compensation Period October 14, 2015 October 31, % Fees 80% Fees 100% Expenses Total $15, $12, $0 $15,076.00

3 Case CSS Doc 179 Filed 12/23/15 Page 3 of 7 Interim Compensation Period Timekeeper Summary Name of Professional Person Description Total Billed Hours Hourly Billing Rate Total Compensation R.T. Freije, Jr. Partner; Admitted in 1984; Insurance Group 0.80 $ $ J. Jaffe Partner; Admitted in 1982; Finance & Restructuring Group 1.10 $ $ P. Hughes Partner; Admitted in 1992; Insurance Group $ $13, D. Lewallen Associate; Admitted in 2014; Insurance Group 3.20 $ $ Grand Total: $15, Blended Rate for all attorneys: $523.75

4 Case CSS Doc 179 Filed 12/23/15 Page 4 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No (CSS) AFFIRMATIVE INSURANCE ) HOLDINGS, INC., et al., 1 ) (Jointly Administered) ) Debtors. ) Objection Deadline: January 13, 2016 at 4:00 p.m. (ET) ) Hearing Date: Only if an objection is filed FIRST MONTHLY FEE APPLICATION OF FAEGRE BAKER DANIELS LLP FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES AS COUNSEL TO THE DEBTORS FOR THE PERIOD FROM OCTOBER 14, 2015 THROUGH OCTOBER 31, 2015 Faegre Baker Daniels LLP ( FBD ), special regulatory counsel to Affirmative Insurance Holdings, Inc. ( Affirmative ) and its debtor affiliates (collectively, the Debtors ) in the abovecaptioned cases (the Cases ), hereby submits its first monthly fee application (the Application ) for entry of an order pursuant to 11 U.S.C. 330 and 331 allowing its monthly compensation and reimbursement of expenses for the period from October 14, 2015 through October 31, In support thereof, FBD respectfully represents as follows: I. JURISDICTION, VENUE AND STATUTORY PREDICATES FOR RELIEF SOUGHT 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (B). Venue of this proceeding and this Application is proper in this District pursuant to 28 U.S.C and The statutory predicates for the relief sought herein are 11 U.S.C and 330, 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Affirmative Insurance Holdings, Inc. (0432); Affirmative Management Services, Inc. (7252); Affirmative Services, Inc. (7255); Affirmative Underwriting Services, Inc. (7250); Affirmative Insurance Services, Inc. (8823); Affirmative General Agency, Inc. (2345); Affirmative Insurance Group, Inc. (7246); and Affirmative, L.L.C. (2347). The location of the Debtors corporate headquarters and the service address for all Debtors is 150 Harvester Drive, Suite 250, Burr Ridge, Illinois

5 Case CSS Doc 179 Filed 12/23/15 Page 5 of 7 Bankruptcy Rule 2016, and Local Rule and the order governing interim compensation of professionals entered in these cases. II. BACKGROUND 2. On October 14, 2015 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) commencing the Cases. 3. The Debtors have continued in possession of their respective properties and have continued to operate and maintain their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On October 27, 2015, the Debtors filed their Application for Entry of an Order Authorizing the Retention and Employment of Faegre Baker Daniels LLP as Special Counsel Nunc Pro Tunc to the Petition Date (the FBD Retention Application ). The Bankruptcy Court approved the FBD Retention Application, nunc pro tunc to the Petition Date, by Order entered November 16, 2015 [Docket No. 102]. III. FEES AND EXPENSES 5. FBD has continuously rendered services on behalf of the Debtors for the period from October 14, 2015 through October 31, 2015 (the Compensation Period ), totaling hours of professional services. 6. The total sum due to FBD for professional services rendered on behalf of the Debtors for the Compensation Period is $15,076.00, 80% of which will be due and payable immediately upon entry of an order approving this Application. FBD submits that the professional services it rendered on behalf of the Debtors during this time were reasonable and necessary under the circumstances.

6 Case CSS Doc 179 Filed 12/23/15 Page 6 of 7 7. FBD has received no payment and no promises for payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application for the Compensation Period. There is no agreement or understanding between FBD and any persons for the sharing of compensation to be received for services rendered in these cases. 8. Attached hereto as Exhibit A is a full and detailed statement for the Compensation Period setting forth: (i) a detailed description of the professional services rendered by each FBD attorney. FBD has been retained to serve as special regulatory counsel, and all of the services rendered by FBD and detailed in Exhibit A have been regulatory counsel, with the exception of administrative time in connection with the retention of FBD in these cases. For this reason, FBD has not undertaken a further separation of services by project code. 9. The facts set forth in this Application are true and correct to the best of the undersigned s knowledge, information and belief. 10. The undersigned hereby attests that he has reviewed the requirements of Local Rule and this Application conforms to such requirements. WHEREFORE, FBD hereby requests that the Bankruptcy Court approve the Application, pursuant to 11 U.S.C. 330 and 331, granting it interim compensation for professional services rendered in the amount of $15,076.00, 80% of which is to be currently paid upon the filing of a certificate of no objection, for the period from October 14, 2015 through October 31, 2015.

7 Case CSS Doc 179 Filed 12/23/15 Page 7 of 7 Dated: December 23, 2015 Respectfully submitted, FAEGRE BAKER DANIELS LLP /s/ Patrick D. Hughes Patrick D. Hughes Faegre Baker Daniels 1050 K Street NW Suite 400 Washington, DC Pat.Hughes@FaegreBD.com Special Regulatory Counsel

8 Case CSS Doc Filed 12/23/15 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) ) Case No (CSS) AFFIRMATIVE INSURANCE ) HOLDINGS, INC., et al., 1 ) (Jointly Administered) ) Debtors. ) Objection Deadline: January 13, 2016 at 4:00 p.m. (ET) ) Hearing Date: Only if an objection is filed NOTICE OF APPLICATION PLEASE TAKE NOTICE that Faegre Baker Daniels LLP, special regulatory counsel to the above captioned debtors and debtors in possession (the Debtors ), has filed its First Monthly Fee Application for Compensation and Reimbursement of Expenses as Counsel from October 14, 2015 to October 31, 2015 (the Application ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ), 824 Market Street, Wilmington, Delaware PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application must be filed with the Bankruptcy Court in accordance with the local rules and the Order Pursuant to Bankruptcy Code Sections 105(a) and 331 Establishing Interim Compensation Procedures [Docket No. 115] (the Order ), and served according to the local rules and Order, so they are received by the undersigned counsel on or before January 13, 2016 at 4:00 p.m. (ET) (the Objection Deadline ). 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: Affirmative Insurance Holdings, Inc. (0432); Affirmative Management Services, Inc. (7252); Affirmative Services, Inc. (7255); Affirmative Underwriting Services, Inc. (7250); Affirmative Insurance Services, Inc. (8823); Affirmative General Agency, Inc. (2345); Affirmative Insurance Group, Inc. (7246); and Affirmative, L.L.C. (2347). The location of the Debtors corporate headquarters and the service address for all Debtors is 150 Harvester Drive, Suite 250, Burr Ridge, Illinois

9 Case CSS Doc Filed 12/23/15 Page 2 of 2 PLEASE TAKE FURTHER NOTICE that if any responses or objections to the Application are timely filed, served and received, a hearing on the Application will be held at a date and time convenient to the Bankruptcy Court. Only those objections made in writing and timely filed and received in accordance with the Order and the procedures set forth herein will be considered by the Bankruptcy Court at such hearing. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE APPLICATION WILL BE DEEMED APPROVED AND THE APPLICANT WILL BE ENTITLED TO PAYMENT OF 80% OF ITS REQUESTED FEES AND 100% OF ITS REQUESTED EXPENSES WITHOUT FURTHER NOTICE OR HEARING. Dated: December 23, 2015 Wilmington, Delaware POLSINELLI PC /s/ Shanti M. Katona Christopher A. Ward (Del. Bar No. 3877) Shanti M. Katona (Del. Bar No. 5352) Jarrett Vine (Del. Bar No. 5400) 222 Delaware Avenue, Suite 1101 Wilmington, Delaware Telephone: (302) Facsimile: (302) cward@polsinelli.com skatona@polsinelli.com jvine@polsinelli.com -and- MCDERMOTT WILL & EMERY LLP Timothy W. Walsh (admitted pro hac vice) Darren Azman (admitted pro hac vice) 340 Madison Avenue New York, New York Telephone: (212) Facsimile: (212) twwalsh@mwe.com dazman@mwe.com Counsel to the Debtors and Debtors in Possession

10 Case CSS Doc Filed 12/23/15 Page 1 of 6 Exhibit A Faegre Baker Daniels LLP Detailed Invoice

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