IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Transcription

1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 NEBRASKA BOOK COMPANY, INC., et al., 1 ) Case No (PJW) ) ) (Jointly Administered) Debtors ) ) Objections Due: 12/12/2011 SUMMARY OF FOURTH MONTHLY FEE APPLICATION OF MESIROW FINANCIAL CONSULTING, LLC AS FINANCIAL ADVISORS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 1, 2011 THROUGH OCTOBER 31, 2011 Name of Applicant: Professional Services to: Mesirow Financial Consulting, LLC Official Committee of Unsecured Creditors Retention: Order was Entered on August 23, 2011 nunc pro tunc to July 11, 2011 Period for which Compensation and Reimbursement are sought: October 1, 2011 to October 31, 2011 Total Amount of Compensation sought as actual, reasonable, and necessary: $82, (Including Holdback) Total Amount of Expense Reimbursement sought as actual, reasonable, and necessary: $0.00 Total Compensation and Expenses Previously Requested: $376, Total Compensation and Expenses Previously Awarded: $255, This is an: interim final application X monthly statement This is the fourth monthly fee application of Mesirow Financial Consulting, LLC for payment of services rendered and expenses incurred. As of November 16, 2011, the aggregate of fees and expenses paid to Mesirow Financial Consulting, LLC to date for services rendered and expenses incurred herein is: $255, The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number include: Nebraska Book Company, Inc. (9819); Campus Authentic LLC (9156); College Bookstores of America, Inc. (9518); NBC Acquisition Corp. (3347); NBC Holdings Corp. (7477); NBC Textbooks LLC (1425); Net Textstore LLC (6469); and Specialty Books, Inc. (4807). The location of the debtors service address is: 4700 South 19 th Street, Lincoln, Nebraska

2 FEE APPLICATION SUMMARY Number Date Filed Period Covered Fees Requested Expens es Requested Cert. of No Obj Filed/Docket No. Fees Paid 1 Expens es Paid 1 First Monthly Application 7/11/11-7/31/11 Docket # 492 Second Monthly Application 8/1/11-8/31/11 Docket # 602 Third Monthly Application 9/1/11-9/30/11 Docket # 677 8/24/2011 7/11/11-7/31/11 $ 191, $ /22/2011 8/1/11-8/31/11 $ 125, $ 1, /16/2011 Docket #584 10/18/2011 Docket #652 $ 153, $ $ 100, $ 1, /24/2011 9/1/11-9/30/11 $ 55, $ 1, $ - $ - TOTAL $ 372, $ 4, $ 253, $ 2, Fees and expenses paid through November 16, TIME SUMMARY BY PROFESSIONAL For the Period of October 1, 2011 through October 31, 2011 PROFESSIONALS Fees Billed Employee Name Titles Hours Billed Rate in Application Senior Managing Director 23.4 $ $ 19, Managing Director , Thatcher, Michel Senior Vice President , Roberts, Max Vice President , Weinberg, Jonathan Vice President , Reinke, Allison Senior Associate , Amiot, Alison Paraprofessional , Total fees covering October 1, 2011 through October 31, 2011 $ 93, Less Voluntary Fee Reduction (Fee Applications and Fee Statements) $ (6,275.50) Less Voluntary Reduction $ (3,932.00) Total fees due $ 82, Blended Rate $

3 Summary of Hours and Fees Incurred by Category October 1, 2011 through October 31, 2011 Listed below are the hours incurred and associated time charges for each time detail category. Exhibit Time Detail Category Hours Fees 1 Bankruptcy Motions/Filings 4.7 $ 3, Bankruptcy Schedules, SOFA, MOR 5.7 $ 3, Cash Flow Monitoring 10.6 $ 6, Claims Analysis, Administration and Resolution 2.5 $ 1, Court Hearings and Committee Meetings/Communications 36.5 $ 25, Debtors' Meetings and Communications 2.9 $ 2, Fee Applications and Fee Statements $ 2, Financial and Company Analysis 57.3 $ 40, Voluntary Reduction 2 $ (3,932.00) TOTALS: $ 82, Total Expenses - Total Fees and Expenses Due $ 82, A voluntary reduction of $6, has been applied to this category. 2 For purposes of this case only, MFC has agreed with the Committee that it will provide a voluntary reduction to its fees such that the calculated cumulative blended average hourly rate will not exceed $600 per hour.

4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 NEBRASKA BOOK COMPANY, INC., et al., 1 ) Case No (PJW) ) ) (Jointly Administered) Debtors ) ) Objections Due: 12/12/2011 FOURTH MONTHLY FEE APPLICATION OF MESIROW FINANCIAL CONSULTING, LLC AS FINANCIAL ADVISORS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF INTERIM COMPENSATION AND FOR INTERIM REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 1, 2011 THROUGH OCTOBER 31, 2011 Mesirow Financial Consulting, LLC ( MFC ), hereby files its Fourth Monthly Fee Application (the Application ) for Allowance of Interim Compensation and for Interim Reimbursement of Expenses as Financial Advisors to the Official Committee of Unsecured Creditors (the Committee ) for the period of October 1, 2011 through October 31, 2011 (the Fourth Monthly Period ) pursuant to 328, 330 and 331 of Title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Rules for the District of Delaware (the Local Rules ), the Court s Order Establishing Procedure for Interim Compensation and Reimbursement of Expenses for Professionals entered on July 21, 2011 [Docket No. 199] (the Administration Order ), and the United States Trustee s Guidelines for Reviewing Applications for Compensation and reimbursement of Expenses filed under 11 U.S.C. 330 effective January 30, 1996 (the U.S. Trustee Guidelines ). In support of this Application, MFC submits the 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number include: Nebraska Book Company, Inc. (9819); Campus Authentic LLC (9156); College Bookstores of America, Inc. (9518); NBC Acquisition Corp. (3347); NBC Holdings Corp. (7477); NBC Textbooks LLC (1425); Net Textstore LLC (6469); and Specialty Books, Inc. (4807). The location of the debtors service address is: 4700 South 19 th Street, Lincoln, Nebraska

5 Certification of Monty Kehl, attached hereto as Exhibit A. In further support of this application, MFC states: JURISDICTION AND VENUE 1. The Court has jurisdiction to consider this Application pursuant to 28 U.S.C. 157 and Consideration of this Application is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this district pursuant to 28 U.S.C and INTRODUCTION 2. This Application is made for monthly allowance of compensation for services rendered as financial advisors to the Committee during the Fourth Monthly Period in the amount of $82, as compensation for hours of services and $0.00 for reimbursement of actual and necessary expenses for a total of $82, for the Fourth Monthly Period. In accordance with an agreement made with the Committee, MFC has capped its blended hourly rate at $600 per hour. During this the Fourth Monthly Period, MFC has applied a voluntary reduction of $3, for compensation in this monthly bill. During this the Fourth Monthly Period, MFC has reduced its fees relating to the preparation of fee applications by $6, to reflect a voluntary 3% cap on time for this task. Attached as Exhibit B is a fee application summary sheet as required by the U.S. Trustee Guidelines. BACKGROUND 3. On June 27, 2011 (the Petition Date ), the Debtors filed with this Court voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On July 11, 2011, the Office of the United States Trustee appointed the following creditors as members of the Committee:

6 Committee. U.S. Bank National Association The Bank of NY Mellon Trust Company N.A., as Trustee Pearson Education, Inc. JanSport, A Division of VF Outdoor Elsevier Inc. Pearson Education, Inc., JanSport and Elsesvier Inc. subsequently resigned from the 5. On July 11, 2011, the Committee interviewed several advisory firms and selected MFC as its financial advisors in these Chapter 11 cases. 6. By application, filed on July 28, 2011 (the MFC Retention Application ), the Committee requested authority to retain MFC as its financial advisors in connection with the Debtors bankruptcy cases, pursuant to 328, 1103(a) and 1103(b) of the Bankruptcy Code (D.I. 246). 7. The Court entered an order (D.I. 477) on August 23, 2011, approving the Committee s retention of MFC (the MFC Retention Order ) as financial advisors for the Committee nunc pro tunc to July 11, 2011, pursuant to 328, 1103(a) and 1103(b) of the Bankruptcy Code. FEES AND EXPENSES INCURRED DURING THE PERIOD FROM OCTOBER 1, 2011 THROUGH OCTOBER 31, On July 21, 2011, this Court signed the Order Establishing Procedures For Interim Compensation And Reimbursement Of Expenses For Professionals (D.I. 199) (the Fee Procedures Order ). Pursuant to the Fee Procedures Order, all professionals retained in these Cases are authorized to seek, on a monthly basis, interim compensation for professional services rendered and reimbursement of expenses incurred. In the absence of any objection to the monthly fee application, the Debtors can pay 80% of the professional fees requested and 100% of the expenses incurred. MFC submits this Application for the period of October 1, 2011 through October 31, This is MFC s fourth monthly fee application. 9. Attached as Exhibit B hereto are the names, titles, hourly rates, and a summary of hours charged for the professionals whose services are being billed in connection with this case.

7 Attached as Exhibit C hereto is a summary schedule of hours and fees charged for each category of services. Attached as Exhibit D hereto is a summary schedule of actual and necessary expenses incurred during the Fourth Monthly Period. 10. Attached as Exhibits E-1 through E-8 hereto are the detailed daily descriptions of services rendered by each professional and billed to the estate during the Fourth Monthly Period, including the hours necessarily incurred with respect to each task and the resultant fees. Pursuant to Rule 2016(d)(3) of the Bankruptcy Local Rules, fee applications must include a detailed description of each major task performed by the applicant. Accordingly, the following is a summary of certain of the significant professional services rendered by MFC during the Fourth Monthly Period: CATEGORY HOURS AMOUNT Bankruptcy Motions/Filings 4.7 $3, During the month of October, MFC reviewed the Debtors motion to request an extension of exclusivity to file a plan of reorganization. MFC also reviewed the second-lien lenders objection to said extension request. Lastly, MFC conducted a conference call with Committee Counsel to discuss the fee applications of the Debtors professionals for the third monthly fee period. Bankruptcy Schedules, SOFA, MOR 5.7 $3, During October, MFC reviewed the August 2011 monthly operating report ( MOR ) of the Debtors and prepared various analyses and summaries of information contained in the MOR. This information was presented in a periodic report to the UCC. Cash Flow Monitoring 10.6 $6, For the fourth monthly period, MFC reviewed the Debtors weekly cash flow results relative to budget as well as to determine liquidity sufficiency to meet debt and professional fee payments. This information was utilized to prepare a report to the Committee. Claims Analysis, Administration and Resolution 2.5 $1, For the monthly period, MFC reviewed various filed claims data provided by the Debtors including a summary of remaining unpaid unsecured claims and current accounts payable due. This information was shared with Committee Counsel.

8 Court Hearings and Committee Meetings/Communications 36.5 $25, During the latter part of October, MFC prepared an interim report to be presented to the UCC. Part of the report contained information related to the Debtors August 2011 MOR. Debtors Meetings and Communications 2.9 $2, For the monthly period, MFC reviewed and inventoried various information that was provided to us by the Debtors financial advisors. MFC was also in communication with the Debtors advisors to ensure the continued flow of all requested information. Fee Applications and Fee Statements 18.1 $2, MFC prepared its third monthly fee application package for September 2011, including exhibits and narratives, which were filed with the Court by the filing deadline. A $6, reduction has been applied to this time category. Financial and Company Analysis 57.3 $40, During the month of October, MFC reviewed numerous pieces of information including Fall 2011 back to school preliminary data, an analysis of that information as contained in the Crux Marketing Surveys, the employment contract and accompanying motion to hire a new CFO for the company, various valuation reports as undertaken by Rothschild and Grant Thornton, and recent financial statements as provided by the company. MFC also reviewed updated information deposited in the Debtors dataroom as well as pre-petition payment summaries provided on a weekly basis to MFC to ensure the proper payment of courtapproved pre-petition claims. Voluntary Reduction of Professional Fees ($3,932.00) For the purpose of this case only, MFC has agreed with the Committee that its average hourly rate (calculated by dividing the value of services rendered (hours times billable rates) by the number of hours of services rendered) will not exceed $600 per hour. As a result, MFC has applied a voluntary reduction of $3, to this Fourth Monthly Period. Total Hours and Fees $82, ACTUAL AND NECESSARY EXPENSES 11. Attached as Exhibit D hereto and incorporated herein by reference, is a summary schedule of actual and necessary expenses incurred by MFC in connection with its employment with the Committee during the Fourth Monthly Period. As set forth on Exhibit D, MFC incurred $0.00 in expenses during the Fourth Monthly Period.

9 SUMMARY OF SERVICES PROVIDED 12. MFC submits that the foregoing services were necessary to the administration of these Chapter 11 cases, were necessary and beneficial to the estates at the time such services were rendered, and were performed without unnecessary duplication of effort or expense. MFC s request for compensation for the foregoing services is reflective of a reasonable and appropriate amount of time expended in performing such services commensurate with the complexity, importance and nature of the problem, issue or task involved. 13. Although every effort has been made to include all fees and expenses from this, the Fourth Monthly Period in this Application, some fees and expenses from the Fourth Monthly Period might not be included in this application due to delays caused by accounting and processing procedures. MFC reserves the right to make further application to the Court for allowance of fees and expenses not included herein. 14. There is no agreement or understanding between MFC and any person other than members of the firm for the sharing of compensation to be received for services rendered in this case. CONCLUSION WHEREFORE MFC respectfully requests (a) that it be allowed (i) interim compensation in the amount of $82, as compensation for reasonable, actual and necessary services rendered by it on behalf of the Committee during the Fourth Monthly Period and (ii) interim reimbursement of $0.00 for reasonable, actual and necessary expenses incurred during the Fourth Monthly Period; and (b) that the Debtors be authorized and directed to pay MFC the amount of $66, which is equal to the sum of 80% of MFC s allowed interim compensation and 100% of MFC s allowed expense reimbursement for the Fourth Monthly Period.

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11 EXHIBIT A IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) Chapter 11 NEBRASKA BOOK COMPANY, INC., et al., 1 ) Case No (PJW) ) ) (Jointly Administered) Debtors ) ) CERTIFICATION Monty Kehl, after being duly sworn according to law, deposes and says: 1. I am a Managing Director of Mesirow Financial Consulting, LLC ( MFC ), a professional services firm engaged in the business of providing financial advisory and related professional consulting services. I make this certification in support of the Application of MFC for Compensation and for Reimbursement of Expenses as Financial Advisors for the Committee for the Period October 1, 2011 through October 31, I have reviewed the requirements of Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ). The facts set forth in the foregoing Application are true and correct, and to the best of my knowledge, information and belief are in compliance with the Local Rules. 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor s federal tax identification number include: Nebraska Book Company, Inc. (9819); Campus Authentic LLC (9156); College Bookstores of America, Inc. (9518); NBC Acquisition Corp. (3347); NBC Holdings Corp. (7477); NBC Textbooks LLC (1425); Net Textstore LLC (6469); and Specialty Books, Inc. (4807). The location of the debtors service address is: 4700 South 19 th Street, Lincoln, Nebraska

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13 EXHIBIT B FEE STATEMENT SUMMARY SHEET Nebraska Book Company, Inc., et al. October 1, 2011 through October 31, 2011 In re: IN PROCEEDINGS UNDER Fees Previously Requested: $ 372, NAME OF APPLICANT: Nebraska Book Company, Inc., et al. CHAPTER 11 Fees Previously Awarded: 1 $ 253, Mesirow Financial Consulting, LLC Case No (PJW) Expenses Previously Requested: $ 4, ROLE IN THE CASE: Debtors. Expenses Previously Awarded: 1 $ 2, Financial Advisors to the UCC CURRENT APPLICATION: Fees Requested $ 82, Expenses Requested $ - $ 82, PROFESSIONALS Fees Billed Employee Name Titles Current Hours Billed Rate in Application Senior Managing Director 23.4 $ $ 19, Managing Director , Thatcher, Michel Senior Vice President , Roberts, Max Vice President , Weinberg, Jonathan Vice President , Reinke, Allison Senior Associate , Amiot, Alison Paraprofessional , $ 93, Less Voluntary Reduction (Fee Applications and Fee Statements) $ (6,275.50) Less Voluntary Reduction $ (3,932.00) Total fees due covering October 1, 2011 through October 31, 2011 $ 82, Total Hourly Blended Rate $ Total Expenses - Total Fees and Expenses 82, Amount of fees and expenses paid through November 16, 2011

14 NEBRASKA BOOK COMPANY, INC., et al. EXHIBIT C Nebraska Book Company, Inc., et al. Summary of Hours and Fees Incurred by Category October 1, 2011 through October 31, 2011 Listed below are the hours incurred and associated time charges for each time detail category. Exhibit Time Detail Category Hours Fees 1 Bankruptcy Motions/Filings 4.7 $ 3, Bankruptcy Schedules, SOFA, MOR 5.7 $ 3, Cash Flow Monitoring 10.6 $ 6, Claims Analysis, Administration and Resolution 2.5 $ 1, Court Hearings and Committee Meetings/Communications 36.5 $ 25, Debtors' Meetings and Communications 2.9 $ 2, Fee Applications and Fee Statements $ 2, Financial and Company Analysis 57.3 $ 40, Voluntary Reduction 2 $ (3,932.00) TOTALS: $ 82, Total Expenses $ - Total Fees and Expenses Due $ 82, A voluntary reduction of $6, has been applied to this category. 2 For purposes of this case only, MFC has agreed with the Committee that it will provide a voluntary reduction to its fees such that the calculated cumulative blended average hourly rate will not exceed $600 per hour. Page 2

15 EXHIBIT D Nebraska Book Company, Inc., et al. Summary of Expenses October 1, 2011 through October 31, 2011 Listed below are the expenses incurred for each expense category: Expense Category Amount Airfare $ - Ground Transportation $ - Lodging $ - Meals $ - Total Expenses Requested $ -

16 EXHIBIT E-1 Nebraska Book Company, Inc., et al. Bankruptcy Motions/Filings October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/5/2011 Discuss Debtor's request for extension of exclusivity with UCC counsel. 0.6 $ $ /5/2011 Read and review case update and summary of recently filed motions (Motion 0.7 $ $ to Extend Exclusivity and Motion to Extend Time to Assume or Reject Unexpired Leases) received from UCC counsel. 10/6/2011 Communicate with UCC counsel regarding negotiations on potential 0.9 $ $ objection to Debtors' request for extension of exclusivity. 10/6/2011 Read additional update on recently filed motions (Motion to Extend 0.4 $ $ Exclusivity and Motion to Extend Time to Assume or Reject Unexpired Leases) received from UCC counsel. 10/7/2011 Correspond with UCC counsel regarding potential objection to extension of 0.5 $ $ exclusivity. 10/11/2011 Read and review second lien lenders' limited objection to the Debtors' motion seeking a 120 day extension of their exclusivity periods received from UCC counsel. 10/31/2011 Call with UCC counsel to discuss September invoices filed by the Debtors' professional. 0.8 $ $ $ $ Bankruptcy Motions/Filings Total 4.7 $ 3,737.50

17 EXHIBIT E-2 Nebraska Book Company, Inc., et al. Bankruptcy Schedules, SOFA, MOR October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/3/2011 Review Debtors' monthly operating report received from UCC counsel. 0.6 $ $ Roberts, Max 10/4/2011 Review August 2011 Monthly Operating Report. 2.2 $ $ 1, Roberts, Max 10/4/2011 Review and revise analysis comparison of schedule F and critical vendor 1.8 $ $ 1, payments. 10/5/2011 Direct, review and provide revisions to analysis for August MOR. 1.1 $ $ Bankruptcy Schedules, SOFA, MOR Total 5.7 $ 3,727.50

18 EXHIBIT E-3 Nebraska Book Company, Inc., et al. Cash Flow Monitoring October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/3/2011 Study weekly cash flow information. 1.1 $ $ /3/2011 Review cash flow forecast for week ending September 16, 2011, claims 0.6 $ $ summary and claims high/low report received from staff. 10/11/2011 Study supporting information for weekly cash flow received from Debtors. 0.9 $ $ Roberts, Max 10/14/2011 Review and analyze cash flow forecast versus actual for 9/16/ $ $ Roberts, Max 10/14/2011 Review and analyze cash flow forecast for debt service and professional fees. 0.9 $ $ Weinberg, Jonathan 10/22/2011 Review cash flow forecast, update analysis for inclusion in the draft interim 2.2 $ $ 1, report. Reinke, Allison 10/24/2011 Analyze cash flows and prepare summary schedules for UCC presentation. 1.6 $ $ Reinke, Allison 10/25/2011 Review cash flow projections and prepare analysis for UCC presentation. 1.5 $ $ Weinberg, Jonathan 10/26/2011 Review cash flow forecast, update analysis for inclusion in the draft interim report. 0.7 $ $ Cash Flow Monitoring Total 10.6 $ 6,582.00

19 EXHIBIT E-4 Nebraska Book Company, Inc., et al. Claims Analysis, Administration and Resolution October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/3/2011 Review claims summary received from Debtors' financial advisor. 0.8 $ $ /6/2011 Analyze remaining unpaid unsecured claims and send summary to UCC 1.2 $ $ counsel with comments. 10/6/2011 Review outstanding pre-petition claims and current accounts payable received from staff. 0.5 $ $ Claims Analysis, Administration and Resolution Total 2.5 $ 1,962.50

20 EXHIBIT E-5 Nebraska Book Company, Inc., et al. Court Hearings and Committee Meetings/Communications October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/5/2011 Review and provide comments on UCC counsel's update to the UCC. 0.7 $ $ /6/2011 Review case update received from UCC counsel. 0.4 $ $ /19/2011 Direct MFC's interim report to the UCC with comments. 1.1 $ $ /20/2011 Review and provide revisions to interim report to the UCC. 0.8 $ $ /20/2011 Review Debtors' agenda for 10/24/11 hearing. 0.2 $ $ Weinberg, Jonathan 10/20/2011 Prepare draft interim report for review. 2.9 $ $ 1, Weinberg, Jonathan 10/20/2011 Review draft of the interim report and include revisions. 1.3 $ $ Weinberg, Jonathan 10/20/2011 Review comments and direct staff with regard to additional changes to the 0.4 $ $ draft interim report. 10/21/2011 Review and direct UCC interim report. 0.4 $ $ /21/2011 Compose section of interim report. 0.8 $ $ Weinberg, Jonathan 10/21/2011 Review comments and direct staff with regard to additional changes to the 2.1 $ $ 1, draft interim report. Weinberg, Jonathan 10/21/2011 Prepare draft interim report for review by M. Kehl (MFC). 2.0 $ $ 1, /24/2011 Review, revise and direct report to the Committee. 3.1 $ $ 2, /24/2011 Read and review MFC's draft interim report to the UCC. 1.0 $ $ Weinberg, Jonathan 10/24/2011 Update draft interim report to include comments from M. Kehl (MFC). 2.1 $ $ 1, /25/2011 Review and make further revisions to interim report to the UCC. 2.9 $ $ 2, /25/2011 Provide draft interim report to UCC counsel for review with comments. 0.6 $ $ Weinberg, Jonathan 10/25/2011 Provide draft interim report to UCC counsel for review with comments. 0.5 $ $ Weinberg, Jonathan 10/25/2011 Review comments and direct staff with regard to additional changes to the 1.7 $ $ 1, draft interim report. Weinberg, Jonathan 10/26/2011 Review comments and direct staff with regard to additional changes to the 2.1 $ $ 1, draft interim report. 10/27/2011 Study proposed revisions received from UCC counsel to draft of interim 0.6 $ $ report. 10/27/2011 Draft certain sections of interim report to the UCC. 1.6 $ $ 1, /27/2011 Review comments to MFC's draft interim report to the UCC received from 0.4 $ $ UCC counsel. 10/27/2011 Read, review and make changes to MFC's draft interim report to the UCC. 1.8 $ $ 1, Weinberg, Jonathan 10/27/2011 Review comments and direct staff with regard to additional changes to the 0.8 $ $ draft interim report. Weinberg, Jonathan 10/27/2011 Compose MOR section of interim report. 2.3 $ $ 1, Weinberg, Jonathan 10/28/2011 Review comments and direct staff with regard to additional changes to the 0.9 $ $ draft interim report. Weinberg, Jonathan 10/28/2011 Compose section of interim report. 1.0 $ $ Court Hearings and Committee Meetings/Communications Total 36.5 $ 25,452.50

21 EXHIBIT E-6 Nebraska Book Company, Inc., et al. Debtors' Meetings and Communications October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/3/2011 Call with Debtors' financial advisor to discuss information provided in 0.4 $ $ response to request. 10/5/2011 Review information received from Debtors. 0.5 $ $ /5/2011 Inventory information received from Debtors against request list. 0.2 $ $ /6/2011 Correspond with Debtors' financial advisor regarding information requests. 0.3 $ $ /7/2011 Study Debtors' proposal regarding delivery of requested information. 0.3 $ $ /7/2011 Correspond with UCC counsel regarding schedule for delivery of requested 0.2 $ $ information. 10/10/2011 Correspond with Debtors' financial advisor regarding remaining information 0.3 $ $ to be provided. 10/24/2011 Send question list for most recent weekly cash flow forecast to Debtors' 0.4 $ $ financial advisor. 10/31/2011 Correspond with Debtors' financial advisor regarding MFC visit to Debtors' headquarters. 0.3 $ $ Debtors' Meetings and Communications Total 2.9 $ 2,247.50

22 EXHIBIT E-7 Nebraska Book Company, Inc., et al. Fee Applications and Fee Statements August 1, 2011 through August 31, 2011 Name Date Description Time Rate Amount Amiot, Alison 10/17/2011 Begin preparing consolidated time detail spreadsheet for September $ $ Amiot, Alison 10/18/2011 Finish preparing consolidated time detail spreadsheet for September $ $ Thatcher, Michael 10/18/2011 Prepare September 2011 fee application. 3.0 $ $ 2, Amiot, Alison 10/19/2011 Prepare draft of September 2011 fee statement exhibits. 1.2 $ $ Amiot, Alison 10/19/2011 Prepare draft of September 2011 fee statement narrative and certification. 0.8 $ $ Amiot, Alison 10/19/2011 Revise and update September 2011 fee statement exhibits and narrative. 0.4 $ $ Thatcher, Michael 10/19/2011 Prepare consolidated time detail for September 2011 fee application. 3.0 $ $ 2, Amiot, Alison 10/21/2011 Revise and update September 2011 fee statement exhibits and narrative per M. 0.8 $ $ Kehl's (MFC) comments. Amiot, Alison 10/21/2011 Finalize September 2011 fee statement exhibits, narrative and certification. 0.6 $ $ /21/2011 Review and revise MFC's September invoice. 0.7 $ $ /21/2011 Execute and send MFC's September invoice to UCC counsel. 0.2 $ $ /21/2011 Read, review and approve for filing MFC's September 2011 fee statement. 0.7 $ $ Amiot, Alison 10/24/2011 Prepare draft of First Interim Fee Application. 2.3 $ $ Amiot, Alison 10/24/2011 Prepare draft of First Interim Fee Application Order. 0.5 $ $ Thatcher, Michael 10/26/2011 Prepare category descriptions for fee application. 2.0 $ $ 1, Fee Applications and Fee Statements 18.1 $ 8, Less: Voluntary Reduction $ (6,275.50) Total Fee Applications and Fee Statements $ 2, Page 10

23 EXHIBIT E-8 Nebraska Book Company, Inc., et al. Financial and Company Analysis October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/3/2011 Send update to UCC counsel on various financial information. 0.7 $ $ /4/2011 Call with UCC counsel to discuss case status, information received and 0.7 $ $ outstanding information requests. 10/5/2011 Discuss status of information requests with UCC counsel. 0.4 $ $ /6/2011 Communicate with UCC counsel regarding negotiations on information 0.9 $ $ requests. 10/6/2011 Analyze end of September accounts payables and send summary to UCC 0.8 $ $ counsel with comments. 10/6/2011 Read and review first day payment tracking received from UCC counsel. 0.8 $ $ /10/2011 Study information received from Debtors including marketing plan, valuation, 1.9 $ $ 1, and updated cash flow forecast. 10/10/2011 Call with R. McWilliams and A. Towne (AlixPartners) to discuss weekly cash 0.7 $ $ flow forecast. 10/10/2011 Correspond and calls with UCC counsel to discuss information requests. 0.9 $ $ /10/2011 Read and review cash flow forecast for week ending September 30, 2011, 4.1 $ $ 3, College Student Tracking Survey - Spring 2009, College Student Tracking Survey - Fall 2009 and College Student Tracking Survey - Spring 2010 received from Debtors' Financial Advisor forwarded by staff. 10/10/2011 Review valuation back-up received from Debtors' Financial Advisor 0.6 $ $ forwarded by staff. Roberts, Max 10/14/2011 Review and analyze students report for spring $ $ Roberts, Max 10/14/2011 Review and analyze AR and AP aging detail. 1.2 $ $ /15/2011 Review new CFO Employment Agreement received from Counsel to the 0.4 $ $ Official Committee of Unsecured Creditors. 10/15/2011 Read and review first day payment tracking received from Counsel to the 0.7 $ $ Official Committee of Unsecured Creditors. 10/17/2011 Analyze Debtors' proposed offer letter to new CFO. 0.4 $ $ /17/2011 Gather and analyze data from comparable companies for comparison to terms 1.2 $ $ of Debtors proposed CFO offer letter. 10/17/2011 Send summary analysis to Committee counsel and call to discuss. 0.6 $ $ /19/2011 Distribute Debtors' proposed CFO offer letter and resume to UCC with 0.5 $ $ summary comments. 10/19/2011 Review CFO draft offer letter and resume received from staff. 0.4 $ $ /19/2011 Read draft to the UCC regarding new CFO received from UCC counsel. 0.4 $ $ /19/2011 Read and review to the UCC regarding new CFO received from UCC 0.8 $ $ counsel. Weinberg, Jonathan 10/19/2011 Review information on case including claims summary, cash flow forecast, 2.7 $ $ 1, and case history. Weinberg, Jonathan 10/19/2011 Review previous interim reports prepared by MFC to the UCC. 0.9 $ $ /20/2011 Study valuation of the Debtors from Grant Thornton. 1.1 $ $ Weinberg, Jonathan 10/20/2011 Prepare analysis of identified valuations of Debtors. 1.1 $ $ /21/2011 Communicate with financial advisors for the Debtors and unsecured 0.4 $ $ bondholders regarding CFO offer letter. 10/21/2011 Review proposed CFO contract, motion and order (Docket Items 667 and 668) 1.0 $ $ received from staff. 10/21/2011 Review blackline version of CFO contract versus October 14, 2011 version 0.4 $ $ received from UCC counsel. Reinke, Allison 10/21/2011 Review and analyze Chief Financial Officer's employment offer letter. 1.2 $ $ Weinberg, Jonathan 10/21/2011 Review valuations of the Debtor conducted by Grant Thornton and 0.9 $ $ Rothschild. Weinberg, Jonathan 10/21/2011 Prepare analysis of identified valuations of Debtors. 1.1 $ $ /22/2011 Read and review first day payment tracking received from UCC counsel. 0.7 $ $ Weinberg, Jonathan 10/22/2011 Review Crux Surveys. 1.3 $ $

24 EXHIBIT E-8 Nebraska Book Company, Inc., et al. Financial and Company Analysis October 1, 2011 through October 31, 2011 Name Date Description Time Rate Amount 10/23/2011 Review draft of to the UCC regarding blackline version of CFO contract 0.3 $ $ received from UCC counsel. 10/23/2011 Review comments regarding draft of to the UCC regarding blackline 0.4 $ $ version of CFO contract received from staff. 10/23/2011 Read and review final version of and attachment to the UCC regarding 0.6 $ $ blackline version of CFO contract received from UCC counsel. Weinberg, Jonathan 10/23/2011 Review Debtors marketing plan and prepare summary. 1.7 $ $ 1, /24/2011 Review first monthly fee application of Debtors' Investment Banker received 0.4 $ $ from UCC counsel. Reinke, Allison 10/24/2011 Analyze August financials and prepare summary schedules for UCC 1.2 $ $ presentation. Weinberg, Jonathan 10/24/2011 Review information contained in Debtors' data room. 1.2 $ $ Weinberg, Jonathan 10/24/2011 Review claims analysis and prepare updated comparison to previous version. 1.6 $ $ 1, Weinberg, Jonathan 10/24/2011 Review Debtors' financial forecast and historical financials. 1.3 $ $ /25/2011 Correspond with Debtors' financial advisor regarding changes to the Debtors' 0.5 $ $ balance statement. 10/25/2011 Read and review College Student Tracking Survey - Fall 2011 and Off 1.9 $ $ 1, Campus Bookstore Study Report received from Debtors' Investment Banker forwarded by staff. Weinberg, Jonathan 10/25/2011 Review Crux Surveys and prepare summary. 2.1 $ $ 1, Weinberg, Jonathan 10/25/2011 Review valuations of the Debtor conducted by Grant Thornton and 0.9 $ $ Rothschild. Weinberg, Jonathan 10/25/2011 Review information contained in Debtors' data room. 0.9 $ $ /26/2011 Review and discuss CFO employment agreement issue received from 0.4 $ $ UCC counsel. Weinberg, Jonathan 10/26/2011 Review Debtors' marketing plan and update summary. 1.3 $ $ Weinberg, Jonathan 10/26/2011 Update balance sheet analysis for inclusion in the draft interim report. 1.1 $ $ /27/2011 Correspond with Debtors' financial advisor regarding changes to the Debtors' 0.8 $ $ financial statements. 10/27/2011 Read and review update regarding CFO retention and review of liens and 0.4 $ $ security interests asserted by the second lien lenders received from UCC counsel. Weinberg, Jonathan 10/27/2011 Review Crux Surveys, prepare analysis of information relating to Fall back to 2.6 $ $ 1, school period. 10/28/2011 Analyze report received by the Debtors from Crux surveys for Fall 2011 back 1.4 $ $ 1, to school. 10/28/2011 Analyze report received by the Debtors from Crux surveys for Debtors offcampus 0.8 $ $ stores for Fall 2011 back to school. 10/28/2011 Read and review first day payment tracking received from UCC counsel. 0.8 $ $ Financial and Company Analysis Total 57.3 $ 40,745.50

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