IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELA W ARE

In re: Chapter 11

Debtors.

)))))

Objection Deadline: October 12,2009 at 4:00 p.m.Hearing Date: To be scheduled

Case No. 07-11119 (BLS)(Jointly Administered)

AEGIS MORTGAGE CORPORATION, et aI., 1

SEVENTH QUARTERLY APPLICATION FOR COMPENSATIONAND REIMBURSEMENT OF EXPENSES OF

PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSELTO THE DEBTORS AND DEBTORS IN POSSESSION, FOR

THE PERIOD FROM MARCH 1, 2009 THROUGH MAY 31, 2009

Name of Applicant: Pachulski Stang Ziehl & Jones LLP

Authorized to Provide Professional Debtors and Debtors in PossessionServices to:

Date of Retention:Nunc Pro Tunc to August 13,2007 by ordersigned September 4, 2007

Period for which Compensation and March 1, 2009 through May 31, 20092Reimbursement is Sought:Amount of Compensation Sought as Actual, $389,356.50Reasonable and Necessar:

Amount of Expense Reimbursement Sought as$ 27,455.74

Actual, Reasonable and Necessary:

This is a: _ monthly -L interim _ final application.

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

and the corresponding compensation requested is approximately $1,000.00.

1 The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are:

Aegis Mortgage Corporation (9883); Aegis Wholesale Corporation (9888); Aegis Lending Corporation (9884);Aegis Correspondent Corporation (0359); Aegis Funding Corporation (9886); Aegis Mortgage Loan ServicingCorporation (0515); Solutions Settlement Services of America Corporation (6879); Solutions Title of AmericaCorporation (7045); and Aegis REIT Corporation (3436). The address for all Debtors is 3250 Briarpark, Suite 400,Houston, TX 77042.2 This Application may include time expended before the time period indicated above that has not been included in

any prior application. The applicant reserves the right to include any time expended in the time period indicatedabove in future application(s) ifit is not included herein.

00233-001 \DOCS _DE: i 52652.1

PRIOR APPLICATIONS FILED

Date Period Covered i Requested Requested Approved ApprovedFiled Fees Expenses Fees Expenses

12/1 0/07 08/13/07 - 08/31/07 $255,858.50 $20,338.58 $255,858.50 $20,338.58

01/09/08 09/01/07 - 09/30/07 $357,200.75 $29,782.63 $357,200.75 $29,782.63

01/14/08 10/01/07 -10/31/07 $306,623.75 $34,713.05 $306,623.75 $34,713.05

01/22/08 11/01/07 - 11/30/07 $191,184.50 $12,936.81 $191,184.50 $12,936.81

01/28/08 12/01/07 - 12/31/07 $161,195.50 $19,221.26 $161,195.50 $19,221.26

04/08/08 01/01/08 - 01/31/08 $275,758.50 $20,835.89 $275,758.50 $20,835.89

04/21/08 02/01/08 - 02/29/08 $258,448.75 $14,252.07 $258,448.75 $14,252.07

OS/22/08 03/01/08 - 03/31/08 $224,043.50 $16,234.35 $224,043.50 $16,234.35

06/13/08 04/01/08 - 04/30/08 $218,651.25 $20,392.42 $218,651.25 $20,392.42

08/05/08 05/01/08 - 05/31/08 $196,660.50 $22,835.33 $196,660.50 $22,835.33

09/08/08 06/01/08 - 06/30/08 $192,297.00 $ 8,665.47 $192,297.00 $ 8,665.47

10/24/08 07/01/08 - 07/31/08 $112,995.00 $ 5,939.02 $112,995.00 $ 5,939.02

11/13/08 08/01/08 - 08/31/08 $148,671.50 $ 7,970.16 $148,671.50 $ 7,970.16

12/12/08 09/01/08 - 09/30/08 $182,178.00 $ 9,119.30 $182,178.00 $ 9,119.30

12/23/08 1 % 1/08 - 10/31/08 $277,314.00 $29,970.67 $277,314.00 $29,970.67

01/26/09 11/01/08 - 11/30/08 $165,001.50 $16,774.51 $165,001.50 $16,774.51

02/03/09 12/01/08 - 12/31/08 $112,302.50 $ 3,120.19 $ 89,842.00 $ 3,120.19

04/14/09 01/01/09 - 01/31/09 $160,469.50 $ 4,906.07 $128,375.60 $ 4,906.07

04/24/09 02/01/09 - 02/28/09 $ 97,272.50 $ 4,929.92 $ 77,818.00 $ 4,929.92

07/13/09 03/01/09 - 03/31/09 $160,978.00 $ 8,590.71 $128,782.40 $ 8,590.71

08/13/09 04/01/09 - 04/30/09 $122,474.50 $10,477.28 $ 97,979.60 $10,477.28

09/14/09 05/01/09 - 05/31/09 $105,904.00 $ 8,387.75 Pending Pending

00233-001\DOCS_DE: 152652.1 2

PSZ&J PROFESSIONALS

Name of Professional Position .ofthe Applicant, Hourly Total TotalIndividual Number of Years in that Biling Hours Compensation

.. Position, Prior Relevant Rate BiledExperience, Year of Obtaining (including

License.to Practice, Area of Changes)Expertise

Laura Davis Jones Parner 2000; Joined Firm 2000; $795.00 94.00 $74,730.00Member of DE Bar since 1986

Ira D. Kharasch Partner 1987; Member of CA Bar $750.00 4.30 $ 3,225.00since 1982

Alan J. Kornfeld Partner 1996; Member of CA Bar $725.00 0.80 $ 580.00since 1987

Henry C. Kevane Partner 1997; Member ofCa Bar $675.00 126.60 $85,455.00since 1986

lain A. W. Nasitir Parner 1999; Member of NY Bar $675.00 6.30 $ 4,252.50

since 1983; Member of CA Barsince 1990

David M. Bertenthal Parner 1999; Member of CA Bar $645.00 103.20 $66,564.00since 1993 $322.50 11.20 $ 3,612.00

Kenneth H. Brown Partner 2001; Member of CA Bar $650.00 22.00 $14,300.00since 1981

James E. O'Neil Partner 2005; Member of P A Bar $535.00 12.80 $ 6,848.00

since 1985; Member of DE Barsince 2001

Joshua M. Fried Partner 2006; Member of CA Bar $535.00 112.40 $60,134.00since 1994; Member of NY Bar $267.50 15.00 $ 4,012.50

since 1999Scotta E. McFarland Of Counsel 2000; Member of CA $525.00 0.30 $ 157.50

Bar since 1993; Member of DE

Bar since 2002Michael R. Seidl Parner 2003; Member of DE Bar $495.00 0.40 $ 198.00

since 2000; Member ofWashington, D.C. Bar since 1996

Curtis A. Hehn Partner 2006; Member ofPA and $475.00 3.30 $ 1,567.50

NJ Bars since 1997; Member ofDE Bar since 2002

Gilian N. Brown Parner 2007; Member ofCA Bar $475.00 7.20 $ 3,420.00

Since 1999; Member ofWashington D.C. Bar since 2008

Willam L. Ramseyer Of Counsel; Member of CA Bar $475.00 6.00 $ 2,850.00

since 1980Miriam Khatiblou Of Counsel 2008; Member of CA $425.00 0.10 $ 42.50

Bar since 1995

00233-001\DOCS_DE: 152652. i 3

NalDe ofPtofessional P()sitip.ilnf the Applicant, H()urly Total T()talIndividual Number of Years in that iiiling H()urs Compensation

P()siti()Il,Pri()r Relevant Rate BiledExperience, Year of Obtaining (iiicluding

License to Practice, Area of Changes)Expertse

. .

Timothy P. Cairns Associate 2007; Member of DE $395.00 1.10 $ 434.50

Bar since 2002Kathleen P. Makowski Of Counsel 2008; Member of P A $395.00 75.60 $29,862.00

Bar since 1996; Member of DE

Bar since 1997Mark M. Bilion Associate 2009; Member of NY $325.00 1.90 $ 617.50

Bar since 2007; Member of DE

Bar since 2009Leslie F. Forrester Law Library Director $250.00 5.60 $ 1,400.00

Patricia 1. Jeffries Paralegal 1999 $225.00 6.00 $ 1,350.00

Kathe F. Finlayson Paralegal 2000 $225.00 85.60 $19,260.00

Louise R. Tuschak Paralegal 2000 $215.00 2.40 $ 516.00

Cheryl A. Knotts Paralegal 2000 $205.00 4.70 $ 963.50

Jorge E. Rojas Paralegal 2002 $195.00 1.60 $ 312.00

Kati L. Suk Paralegal 2009 $175.00 1.40 $ 245.00

John F. Bass Paralegal 2008 $150.00 0.40 $ 60.00

Sheryle L. Pitman Case Management Assistant 2001 $125.00 16.1 0 $ 2,012.50

Beatrice M. Koveleski Case Management Assistant 2009 $125.00 1.40 $ 175.00

Ida L. Lane Case Management Assistant 2009 $125.00 1.60 $ 200.00

Grand Total:Total Hours:Blended Rate: $

$ 389,356.50731.30532.27

00233-00 i \DOCS _DE: 152652.1 4

COMPENSATION BY CATEGORY

........ ....... "' ~.F........;i. ;".i,'':... "

.......f.,....'O;,. .......... \;Asset Analysis/Recovery 5.90 $ 3,814.50Asset Disposition 1.40 $ 442.00Appeals 0.20 $ 95.00Banptcy Litigation 72.90 $ 32,777.00

Case Administration 31.50 $ 5,222.50Claims Admin/Objections 287.80 $152,308.50Compensation of Professional 18.60 $ 6,623.00Compensation of Prof.lOthers 19.10 $ 5,283.50Employee Benefit/Pension 32.40 $ 20,146.50

Executory Contracts 2.80 $ 1,084.00

Financial Filngs 3.10 $ 847.50

Litigation (Non-Bankruptcy) 1.50 $ 802.50

Operations 0.50 $ 352.50Plan & Disclosure Statement 215.30 $146,382.50Retention of Prof./Others 9.00 $ 4,460.00Stay Litigation 3.10 $ 1,090.50

Travel 26.20 $ 7,624.50

00233-00 1 \DOCS_DE: 152652.1 5

Air FareAuto Travel Ex enseWorking Meals

Conference CallDelivery/Courier Service

Express MailFax TransmittalGuest ParkingHotel ExpenseLegal ResearchOutside Services

Court ResearchPostageReproduction ExpenseReproduction/Scan CopyOvertimeTravel ExpenseTranscript

EXPENSE SUMMARY

Continental Airlines; United AirlinesAMS Pacific TransportationExchange on the Market; Go Bistro; Pappas BrosSteakhouse; Meal at airportAT&T Conference CallTristateDHL and Federal ExpressOutgoing onlyCentral Lot ParkingHilton HotelLexis/Nexis and WestlawDigital Legal ServicesPacerUS Mail

$3,369.10$ 674.88

$ 170.60

$ 305.89

$2,360.35$ 276.68

$5,746.00$ 168.00

$1,953.45$ 339.31

$3,343.44$ 241.84

$1,831.98$5,317.40$ 606.30

$ 125.02

$ 580.00

$ 45.50

A. ZaragozaTravel Agency Fee; Lawyer's travel fee; Petty CashJ. Ryan

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

service providers for the categories described.

00233-00 1 \DOCS_DE: i 52652.1 6

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: ) Chapter 11)

AEGIS MORTGAGE CORPORATION, et aI., 1) Case No. 07-11119 (BLS)) (Jointly Administered)Debtors. )

Objection Deadline: October 12, 2009 at 4:00 p.m.Hearing Date: To be scheduled

SEVENTH QUARTERL Y APPLICATION FOR COMPENSATIONAND REIMBURSEMENT OF EXPENSES OF

PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSELTO THE DEBTORS AND DEBTORS IN POSSESSION, FOR

THE PERIOD FROM MARCH 1,2009 THROUGH MAY 31, 2009

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

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

"Banruptcy Rules"), and the Court's "Administrative Order Under 11 U.S.C. §§ 105(a) and 331

Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals

and Committee Members," entered on or about September 5, 2007 (the "Administrative Order"),

Pachulski Stang Ziehl & Jones LLP ("PSZ&J" or the "Firm"), counsel to the Debtors and

Debtors in Possession ("Debtors"), hereby submits its Seventh Quarterly Application for

Compensation and for Reimbursement of Expenses for the Period from March 1, 2009 through

May 31, 2009 (the "Application").

i The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are:

Aegis Mortgage Corporation (9883); Aegis Wholesale Corporation (9888); Aegis Lending Corporation (9884);Aegis Correspondent Corporation (0359); Aegis Funding Corporation (9886); Aegis Mortgage Loan ServicingCorporation (05 i 5); Solutions Settlement Services of America Corporation (6879); Solutions Title of AmericaCorporation (7045); and Aegis REIT Corporation (3436). The address for all Debtors is 3250 Briarpark, Suite 400,Houston, TX 77042.

00233-001 \DOCS _DE: i 52652, i

By this Application PSZ&J seeks a quarterly interim allowance of compensation

in the amount of$389,356.50 and actual and necessary expenses in the amount of $27,455.74 for

a total allowance of$416,812.24 and payment of the unpaid portion of such fees and costs for

the period March 1, 2009 through May 31, 2009 (the "Interim Period"). In support of this

Application, PSZ&J respectfully represents as follows:

Background

1. On August 13, 2007 (the "Petition Date"), the Debtors fied voluntary

petitions for relief under chapter 11 of the Banptcy Code. The Debtors continue in possession

of their properties and continues to operate and manage their business as debtors in possession

pursuant to sections 1 107(a) and 1108 of the Banruptcy Code. A Committee of Unsecured

Creditors ("Committee") was appointed on or about August 24,2007, and an amended Notice of

Appointment filed on or about September 13,2007. No trustee or examiner has been appointed

in the Debtors' chapter 11 cases.

2. The Cour 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 September 5,2007, the Court entered 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 fee applications. Ifno 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

00233-001\DOCS_DE: 152652. i 2

with the period ending October 31, 2007, and continuing at three-month intervals or such other

intervals convenient to the Court, each Professional shall fie 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 ofPSZ&J, as co-counsel to the Debtors, was approved

effective as of the Petition Date by this Court's "Order Under Section 327(a) of the Bankptcy

Code and Rule 2014 of the Federal Rules of Banruptcy Procedure and Local Rule 2014-1

Authorizing the Employment and Retention of Pachulski Stang Ziehl Young Jones & Weintruab

LLP as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date,"

signed on or about September 4,2007 (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 ANDFOR REIMBURSEMENT OF EXPENSES

Monthlv Fee Applications Covered Herein

5. The Monthly Fee Applications for the periods March 1, 2009 through May

31, 2009 of PSZ&J have been filed and served pursuant to the Administrative Order.

6. On July 13,2009, PSZ&J fied its Twentieth Monthly Application of

Pachulski Stang Ziehl & Jones LLP for Compensation and for Reimbursement of Expenses as

Counsel to the Debtors and Debtors in Possession for the Period from March 1, 2009 through

March 31, 2009 ("Twentieth Monthly Fee Application") requesting $160,978.00 in fees and

$8,590.71 in expenses. Pursuant to the Administrative Order, PSZ&J has been paid $129,776.10

00233-001\DOCS_DE: 152652.1 3

of the fees and $7,597.01 of the expenses requested in the Twentieth Monthly Fee Application.

A true and correct copy of the Twentieth Monthly Fee Application is attached hereto as Exhibit

A.

7. On August 13,2009, PSZ&J fied its Twenty-First Monthly Application of

Pachulski Stang Ziehl & Jones LLP for Compensation and for Reimbursement of Expenses as

Counsel to the Debtors and Debtors in Possession for the Period from April 1, 2009 through

April 30, 2009 ("Twenty-First Monthly Fee Application") requesting $122,474.50 in fees and

$10,477.28 in expenses. Pursuant to the Administrative Order, PSZ&J has been paid $97,979.60

of the fees and $10,477.28 of the expenses requested in the Twenty-First Monthly Fee

Application. A true and correct copy of the Twenty-First Monthly Fee Application is attached

hereto as Exhibit B.

8. On September 14,2009, PSZ&J fied its Twenty-Second Monthly

Application of Pachulski Stang Ziehl & Jones LLP for Compensation and for Reimbursement of

Expenses as Counsel to the Debtors and Debtors in Possession for the Period from May 1, 2009

through May 31, 2009 ("Twenty-Second Monthly Fee Application") requesting $105,904.00 in

fees and $8,387.75 in expenses. The Twenty-Second Monthly Fee Application is pending. A

true and correct copy of the Twenty-Second Monthly Fee Application is attached hereto as

Exhibit C.

9. The Monthly Fee Applications covered by this Application contain

detailed daily time logs describing the actual and necessary services provided by PSZ&J during

the Interim Period as well as other detailed information required to be included in fee

applications.

00233-001 \DOCS _DE: i 52652.1 4

ReQuested Relief

10. By this Application, PSZ&J requests that the Cour approve payment of

one-hundred percent (100%) of the fees and expenses incurred by PSZ&J during the Interim

Period of March 1, 2009 through May 31, 2009.

11. At all relevant times, PSZ&J has been a disinterested person as that term is

defined in § 1 0 1 (14) of the Banruptcy Code and has not represented or held an interest adverse

to the interest of the Debtors.

12. All services for which compensation is requested by PSZ&J were

performed for or on behalf of the Debtors and not on behalf of any committee, creditor or other

person.

13. 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 this case. PSZ&J has received

payments from the Debtors during the year prior to the Petition Date in the amount of

$838,571.00 plus the Debtors' aggregate filing fees of$II,429.00 in connection with the

preparation of initial documents and its prepetition representation of the Debtors. PSZ&J was

current as of the Petition Date, subject to a final reconciliation of the amount actually expended

prepetition. Upon final reconcilation of the amount actually expended prepetition, any balance

remaining from the prepetition payments to PSZ&J was credited to the Debtors and utilized as

00233-001 \DOCS_DE: 152652.1 5

PSZ&J's retainer to apply to postpetition fees and expenses pursuant to the compensation

procedures approved by this Cour and the Banptcy Code.

14. The professional services and related expenses for which PSZ&J requests

interim allowance of compensation and reimbursement of expenses were rendered and incurred

in connection with this case in the discharge of PSZ&J' s professional responsibilties as

attorneys for the Debtors in their chapter 11 case. PSZ&J's services have been necessary and

beneficial to the Debtors and their estate, creditors and other parties in interest.

In accordance with the factors enumerated in section 330 of the Banptcy 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 Bankptcy Code. Moreover, PSZ&J has reviewed the requirements of DeL.

Bank. LR 2016-2 and the Administrative Order and believes that this Application complies with

such Rule and Order.

WHEREFORE, PSZ&J respectfully requests that the Court enter an order, in the

form attached hereto, providing that an interim allowance be made to PSZ&J for the period from

March 1,2009 through May 31, 2009 in the sum of$389,356.50, as compensation for necessary

professional services rendered, and the sum of $27,455.74, for reimbursement of actual

necessary costs and expenses, for a total of$416,812.24; that the Debtors be authorized and

00233-001 \DOCS_DE: 152652.1 6

directed to pay to PSZ&J the outstanding amount of such sums; and for such other and further

relief as may be just and proper.

Dated: SeptemberZO , 2009

00233-00 i \DOCS _DE: i 52652.1

./aura Davis J (Bar No. 2436)

David M. ertenthal (CA Bar No. 167624)James E. O'Neil (Bar No. 4042)

Joshua M. Fried, (CA Bar No. 181541)Curtis A. Hehn (Bar No. 4264)Timothy P. Cairns (Bar No. 4228)919 North Market Street, 1 ih FloorP.O. Box 8705Wilmington, DE 19899-8705Telephone: (302) 652-4100Facsimile: (302) 652-4400

Counsel to the Debtors and Debtors in Possession

7

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 of 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 Debtors by the

lawyers and paraprofessionals ofPSZ&J.

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. Bank. LR 2016-2 and the Administrative Order entered on or about September 5,

2007, and submit that the Application substantially complies with such Rule and Order.

SWORN AND ~UiJCRIBbefore me this 1J .'y of

(Notary 'ublicMy Commission Expires: t( /4/ or

MARY E. CORCORANNOTARY PUBLIC

STATE OF DELAWARE

My commission expires Nov. 4, 2009

00233-001 \DOCS_DE: 152652. i

EXHIBIT A

.~--

IN THE UNITED STATES BANUPTCY COURT

FOR THE DISTRICT OF DELA WARE

In re: Chapter 11

Debtors.

)))))

Objection Deadline: August 3, 2009 at 4:00 p.m.Hearing Date: Only If Objections Are Timely Filed

Case No. 07-11119 (BLS)(Jointly Administered)

AEGIS MORTGAGE CORPORATION, et aI., 1

TWENTIETH MONTHLY APPLICATION FOR COMPENSATIONAND REIMBURSEMENT OF EXPENSES OF

PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSELTO THE DEBTORS AND DEBTORS IN POSSESSION, FOR

THE PERIOD FROM MARCH 1,2009 THROUGH MARCH 31. 2009

Name of Applicant: Pachulski Stang Ziehl & Jones LLP

Authorized to Provide Professional Debtors and Debtors in PossessionServices to:

Date of Retention:Nunc Pro Tunc to August 13,2007 by ordersigned September 4, 2007

Period for which Compensation and March 1, 2009 through March 31, 20092Reimbursement is Sought:Amount of Compensation Sought as Actual, $160,978.00Reasonable and Necessar:

Amount of Expense Reimbursement Sought as$ 8,590.71

Actual, Reasonable and Necessar:

This is a: -l monthly interim _ final application.

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

and the corresponding compensation requested is approximately $1,000.00.

i The Debtors in these cases, along with the last four digits of each Debtor's federal ta identification number, are:

Aegis Mortgage Corporation (9883); Aegis Wholesale Corporation (9888); Aegis Lending Corporation (9884);Aegis Correspondent Corporation (0359); Aegis Funding Corporation (9886); Aegis Mortgage Loan ServicingCorporation (0515); Solutions Settlement Services of America Corporation (6879); Solutions Title of AmericaCorporation (7045); and Aegis REIT Corporation (3436). The address for all Debtors is 3250 Briarark, Suite 400,Houston, TX 77042.2 This Application may include time expended before the time period indicated above that has not been included in

any prior application. The applicant reserves the right to include any time expended in the time period indicatedabove in futue application(s) ifit is not included herein.

00233-001\DOCS_DE: 148236.2

/~ l-7J5

~l;T:,,~.__~l~§'~, ',~

PRIOR APPLICATIONS FILED

Date . PeriodC()vered,d. R~quésted

Requested · " ,Approved ApprovedFiìed .' ,.,:Fees EXDenses Fees Expenses

12/10/07 08/13/07 - 08/31/07 $255,858.50 $20,338.58 $255,858.50 $20,338.5801/09/08 09/01/07 - 09/30/07 $357,200.75 $29,782.63 $357,200.75 $29,782.6301/14/08 1 % 1/07 - 10/31/07 $306,623.75 $34,713.05 $306,623.75 $34,713.0501/22/08 11/01/07 - 11/30/07 $191,184.50 $12,936.81 $191,184.50 $12,936.8101/28/08 12/01/07 - 12/31/07 $161,195.50 $19,221.26 $161,195.50 $19,221.2604/08/08 01/01/08 - 01/31/08 $275,758.50 $20,835.89 $275,758.50 $20,835.8904/21/08 02/01/08 - 02/29/08 $258,448.75 $14,252.07 $258,448.75 $14,252.07OS/22/08 03/01/08 - 03/31/08 $224,043.50 $16,234.35 $224,043.50 $16,234.3506/13/08 04/01/08 - 04/30/08 $218,651.25 $20,392.42 $218,651.25 $20,392.4208/05/08 05/01/08 - 05/31/08 $196,660.50 $22,835.33 $196,660.50 $22,835.3309/08/08 06/01/08 - 06/30/08 $192,297.00 $ 8,665.47 $192,297.00 $ 8,665.47

10/24/08 07/01/08 - 07/31/08 $112,995.00 $ 5,939.02 $112,995.00 $ 5,939.02

11/13/08 08/01/08 - 08/31/08 $148,671.50 $ 7,970.16 $148,671.50 $ 7,970.16

12/12/08 09/01/08 - 09/30/08 $182,178.00 $ 9,119.30 $182,178.00 $ 9,119.30

12/23/08 1 % 1/08 - 10/31/08 $277,314.00 $29,970.67 $277,314.00 $29,970.6701/26/09 11/01/08 - 11/30/08 $165,001.50 $16,774.51 $165,001.50 $16,774.5102/03/09 12/01/08 - 12/31/08 $112,302.50 $ 3,120.19 $ 89,842.00 $ 3,120.19

04/14/09 01/01/09 - 01/31/09 $160,469.50 $ 4,906.07 $128,375.60 $ 4,906.07

04/24/09 02/01/09 - 02/28/09 $ 97,272.50 $ 4,929.92 $ 77,818.00 $ 4,929.92

PSZ&J PROFESSIONALS,Name of Professional PosItl()u()fthe Applicant; H()urly T()tal Total

Individual Nûû),))er'of Years in tbat ' . Billig " Hours CompensationPosition, Prior Relevant . Rate' Biled

Experience, Year of Obtaining (includingLicense to Practice, .lrea of Changes)

Expertise'. ' ; ,Laura Davis Jones Parer 2000; Joined Finn 2000; $795.00 59.40 $47,223.00

Member of DE Bar since 1986Ira D. Kharasch Parer 1987; Member ofCA Bar $750.00 1.00 $ 750.00

since 1982Alan J. Kornfeld Parer 1996; Member of CA Bar $725.00 0.50 $ 362.50

since 1987Henr C. Kevane Parer 1997; Member ofCa Bar $675.00 55.90 $37,732.50

since 1986lain A. W. Nasitir Parer 1999; Member of NY Bar $675.00 2.20 $ 1,485.00

since 1983; Member ofCA Barsince 1990

00233-001 \DOCS_DE: i 48236,2 2

N àmeof Professional P()siti()nof the'Appli~ánt, . ." Hourly T()tal TotalIndivdual Number()f Year$in that- .1:. . Bn~ing Hours Compen$ation

Positi()n, Prior Releyant . .. ...,.Râte BiledExperience, Year ()f Obtaining. (incl1lding

License to Practice, Area ,of.

Changes) . '

Expèrtse,

David M. Bertenthal Parner 1999; Member of CA Bar $645.00 46.10 $29,734.50since 1993

Kenneth H. Brown Parer 2001; Member of CA Bar $650.00 4.70 $ 3,055.00

since 1981

James E. O'Neil Parer 2005; Member ofPA Bar $535.00 6.40 $ 3,424.00

since 1985; Member of DE Barsince 2001

Joshua M. Fried Parer 2006; Member of CA Bar $535.00 44.90 $24,021.50since 1994; Member of NY Barsince 1999

Scotta E. McFarland Of Counsel 2000; Member of CA $525.00 0.30 $ 157.50

Bar since 1993; Member of DE

Bar since 2002Curis A. Hehn Parner 2006; Member of P A and $475.00 2.30 $ 1,092.50

NJ Bars since 1997; Member ofDE Bar since 2002

Gillan N. Brown Parer 2007; Member of CA Bar $475.00 3.00 $ 1,425.00

Since 1999; Member ofWashington D.C. Bar since 2008

Wiliam L. Ramseyer Of Counsel; Member of CA Bar $475.00 2.40 $ 1,140.00

since 1980Miriam Khatiblou Of Counsel 2008; Member ofCA $425.00 0.10 $ 42.50

Bar since 1995

Timothy P. Cairns Associate 2007; Member of DE $395.00 1.00 $ 395.00Bar since 2002

Kathleen P. Makowski Of Counsel 2008; Member of P A $395.00 5.40 $ 2,133.00

Bar since 1996; Member of DE

Bar since 1997

Leslie A. Forrester Law Librar Director 2003 $250.00 0.30 $ 75.00

Patrcia J. Jeffries Paralegal 1999 $225.00 0.80 $ 180.00

Kathe F. Finlayson Paralegal 2000 $225.00 22.50 $ 5,062.50

Cheryl A. Knotts Paralegal 2000 $205.00 1.90 $ 389.50

John F. Bass Paralegal 2008 $150.00 0.40 $ 60.00

Sheryle L. Pitman Case Management Assistant 2001 $125.00 8.30 $ 1,037.50

Grand Total:Total Hours:Blended Rate: $

$ 160,978.00269.80596.66

00233-001 \DOCS_DE: 148236,2 3

COMPENSATION BY CATEGORY

EXPENSE SUMMAY

1.800.20

33.5012.2084.60

5.607.508.000.901.50

105.009.00

$ 1,161.00

$ 95.00$17,380.00$ 1,947.00

$53,140.00$ 2,337.00

$ 2,022.50

$ 4,494.50

$ 277.50$ 802.50$72,861.00$ 4,460.00

Air FareConference CallDelive /Courer Service

Ex ress MailFax Transmittl

Le al ResearchCour Research

PostageRe roduction Ex enseRe roduction/Scan CoOvertimeTravel Ex enseTranscript

Continental AirlinesAT&T Conference CallTristateFederal Express

Lexis/Nexis and WestlawPacerUS Mail

A. Zara ozaTravel A ency Fee; Lawyer's travel feeJ. Ryan

$2,151.40$ 261.98

$ 419.20

$ 162.60

$ 310.00

$ 315.13

$ 67.28$1,474.20$2,763.50$ 314.90

$ 125.02

$ 180.00

$ 45.50

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

service providers for the categories described.

00233-00 1 \DS_DE: 148236.2 4

IN THE UNITED STATES BANKUPTCY COURT

FOR THE DISTRICT OF DELAWAR

In re:

Debtors.

)))))

Objection Deadline: August 3, 2009 at 4:00 p.m.Hearing Date: Only If Objections Are Timely Filed

Case No. 07-11119 (BLS)(Jointly Administered)

Chapter 11

AEGIS MORTGAGE CORPORATION, et aI., i

TWENTIETH MONTHLY APPLICATION FOR COMPENSATIONAND REIMBUREMENT OF EXPENSES OF

PACHULSKI STANG ZIEHL & JONES LLP, AS COUNSELTO THE DEBTORS AND DEBTORS IN POSSESSION, FOR

THE PERIOD FROM MARCH 1.2009 THROUGH MARCH 31. 2009

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

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

"Banptcy Rules"), and the Cour's "Administrative Order Under 11 U.S.C. §§ 105(a) and 331

Establishing Procedures for Interim Compensation and Expense Reimbursement of Professionals

and Committee Members," entered on or about September 5,2007 (the "Administrative Order"),

Pachulski Stang Ziehl & Jones LLP ("PSZ&J" or the "Firm"), counsel to the Debtors and

Debtors in Possession ("Debtors"), hereby submits its Twentieth monthly Application for

Compensation and for Reimbursement of Expenses for the Period from March 1,2009 through

March 31, 2009 (the "Application").

i The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number, are:

Aegis Mortgage Corporation (9883); Aegis Wholesale Corporation (9888); Aegis Lending Corporation (9884);Aegis Correspondent Corporation (0359); Aegis Funding Corporation (9886); Aegis Mortgage Loan ServicingCorporation (0515); Solutions Settlement Services of America Corporation (6879); Solutions Title of AmericaCorporation (7045); and Aegis REIT Corporation (3436). The address for all Debtors is 3250 Briarark, Suite 400,Houston, TX 77042.

00233-00 I \DOCS_DE: 148236.2

By this Application PSZ&J seeks a monthly interim allowance of compensation

in the amount of$160,978.00 and actual and necessa expenses in the amount of$8,590.71 for

a total allowance of$169,568.71 and payment of$128,782.40 (80% of the allowed fees) and

reimbursement of$8,590.71 (100% of the allowed expenses) for a tota payment of$137,373.11

for the period March 1,2009 through March 31, 2009 (the "Interim Period"). In support of ths

Application, PSZ&J respectfully represents as follows:

Back2round

1. On August 13, 2007 (the "Petition Date"), the Debtors fied voluntar

petitions for relief under chapter 11 of the Banptcy Code. The Debtors continue in possession

of their properties and continues to operate and manage their business as debtors in possession

pursuant to sections 1107(a) and 1108 of the Banptcy Code. A Committee of Unsecured

Creditors ("Committee") was appointed on or about August 24, 2007, and an amended Notice of

Appointment filed on or about September 13,2007. No trstee or examiner has been appointed

in the Debtors' chapter II cases.

2. The Cour has jursdiction over this matter pursuant to 28 U.S.C. §§ 157

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

3. On or about September 5, 2007, the Cour entered the Administrative

Order, authorizing certin 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 fee applications. Ifno objections are made withn twenty (20) days afer service of the

monthly fee application the Debtors are authorized to pay the Professional eighty percent (80%)

00233-00 1 \DCS_DE: i 48236.2 2

of the requested fees and one hundred percent (100%) of the requested expenses. Beginnng

with the period ending October 31, 2007, and continuing at three-month intervals or such other

intervals convenient to the Court, each Professional shall fie and serve an interim application for

allowance ofthe 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 Cour.

4. The retention ofPSZ&J, as co-counsel to the Debtors, was approved

effective as of the Petition Date by ths Cour's "Order Under Section 327(a) of the Banptcy

Code and Rule 2014 of the Federal Rules of Banptcy Procedure and Local Rule 2014-1

Authorizing the Employment and Retention of Pachulski Stag Ziehl Young Jones & Weintruab

LLP as Counsel for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date,"

signed on or about September 4, 2007 (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 ANDFOR 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 Debtors.

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

00233-001\DOCS_DE: 148236.2 3

sharng of compensation to be received for services rendered in this case. PSZ&J has received

payments from the Debtors durng the year prior to the Petition Date in the amount of

$838,571.00 plus the Debtors' aggregate fiing fees of$l 1,429.00 in connection with the

preparation of initial documents and its prepetition representation of the Debtors. PSZ&J was

curent as of the Petition Date, subject to a final reconcilation of the amount actually expended

prepetition. Upon final reconcilation of the amount actually expended prepetition, any balance

remaining from the prepetition payments to PSZ&J was credited to the Debtors and utilzed as

PSZ&J's retainer to apply to postpetition fees and expenses pursuant to the compensation

procedures approved by this Cour and the Banptcy Code.

Fee Statements

7. The fee statements for the Interim Period are attched hereto as Exhbit A.

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

paraprofessional during the Interim Period. To the best ofPSZ&J's knowledge, this Application

complies with sections 330 and 331 of the Banptcy Code, the Banptcy 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 paricularly sensitive to issues of "lumping" and, unless time was spent in one time

frame on a varety of different matters for a paricular client, separate time entres 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 Banptcy Code. PSZ&J has reduced its charges related to any non-working "travel time"

00233-001 \DOCS_DE: 148236,2 4

to fift percent (50%) ofPSZ&J's standard hourly rate. To the extent it is feasible, PSZ&J

professionals attempt to work during travel.

Actual and Necessary Expenses

8. A sumar of actual and necessary expenses incured by PSZ&J for the

Interim Period is attched hereto as par of Exhbit A. PSZ&J customarly charges $0.10 per

page for photocopying expenses related to cases, such as ths one, arsing 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 attched to the photocopier.

PSZ&J sumarzes each client's photocopying charges on a daily basis.

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 ofthe actul 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 Debtors for the receipt of faxes in this case.

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

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

computerized legal research. PSZ&J bils 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 fort in the

00233-00 1 \DOCS_DE: 148236.2 5

ABA's Statement of Principles, dated Januar 12, 1995, regarding biling for disbursements and

other charges.

Summarv of Services Rendered

12. The names of the parers and associates ofPSZ&J who have rendered

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

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

Period, are set forth in the attched Exhibit A.

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

preparation of varous motions and orders submitted to the Cour for consideration, advised the

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

banptcy cases, and performed all necessar professional services which are described and

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

the Debtors' banptcy cases.

Summarv of Services bv Project

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

into the categories set fort 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 fort on the attched Exhibit A.

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

00233-001 \DOCS_DE: i 48236.2 6

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

for each category.

A. Asset Analvsis and Recoverv

15. During the Interim Period, the Firm, among other things, reviewed and

analyzed documents and pedormed work regarding insurance refud issues.

Fees: $1,161.00;

B. Appeals

16. During the Interim Period, the Firm, among other things, corresponded

Hours: 1.80

regarding appellate issues.

Fees: $95.00; Hours: 0.20

c. Bankruptcv Litie:ation

17. Durg the Interim Period, the Firm, among other things: (1) pedormed

work regarding a stipulation in the RFC matter; (2) performed work regarding a Class Action

Fairness Act Notice; (3) attended to issues regarding Ocwen; (4) attended to issues regarding

Bear Stears; (5) performed work regarding the Thompson matter; (6) performed work regarding

an extension of the removal deadline; (7) pedormed work regarding Agenda Notices and

Hearng Binders; (8) performed work regarding the Rommel matter; (9) performed work

regarding exhbits; (10) reviewed and analyzed documents; (11) pedormed work regarding

orders; and (12) corresponded and conferred regarding litigation issues.

Fees: $17,380.00; Hours: 33.50

00233.001\DOCS_DE:148236.2 7

D. Case Administration

18. Durng the Interim Period, the Firm, among other thngs: (1) maintained a

memorandum of Critical Dates; (2) prepared Hearng Binders; and (3) reviewed documents and

pleadings and forwarded them to appropriate paries.

Fees: $1,947.00; Hours: 12.20

E. Claims Administration and Obiections

19. During the Interim Period, the Firm, among other things: (1) reviewed

and analyzed documents; (2) performed work regarding a claims analysis; (3) attended to claims

reconcilation issues; (4) performed work regarding a stipulation in the RFC matter;

(5) performed work regarding claims objections; (6) attended to potential settlement issues in the

Countrde matter; (7) attended to discovery issues; (8) attended to scheduling issues;

(9) performed work regarding the resolution of claims objections; (10) performed work regarding

a Thd Omnbus objection to claims; (11) attended to claim objection withdrawal issues;

(12) erformed work regarding a stipulation in the Thompson matter; (13) attended to landlord

claim issues; (14) drafted a settlement stipulation in the Countrde matter; (15) performed

work regarding the Seminole County matter; and (16) corresponded and conferred regarding

claim issues.

Fees: $53,140.00; Hours: 84.60

F. Compensation of Professionals

20. This category includes work related to the fee applications of the Firm.

During the Interim Period, the Firm, among other things: (1) drafted the Firm's Januar 2009 fee

00233-00 1 \DCS_DE: 148236.2 8

application; (2) performed work regarding the Firm's Fifth quarerly fee application; and

(3) monitored the status and timing of fee matters.

Fees: $2,337.00; Hours: 5.60

G. Compensation of Professionals--Others

21. This category includes work related to the fee applications of

professionals, other than the Firm. Durng the Interim Period, the Firm, among other things,

performed work regarding the Deloitte fee matter.

Fees: $2,022.50; Hours: 7.50

H. Emplovee Benefits and Pensions

22. This category includes work related to employee benefits and pension

plans. Durng the Interim Period, the Firm, among other things: (1) performed work regarding a

WARN Act class action settlement; (2) reviewed and analyzed employee claims; (3) prepared for

and attended a hearng on WARN Act settlement issues on March 17,2009; (4) attended to

employee compensation issues; and (5) corresponded and conferred regarding employee issues.

Fees: $4,494.50; Hours: 8.00

I. Financial Filne:s

23. This category includes work related to compliance with reporting

requirements. During the Interim Period, the Firm, among other things, performed work

regarding Monthly Operating Reports.

Fees: $277.50; Hours: 0.90

00233-00 1 \DOCS_DE: 148236.2 9

J. Liti!!ation (Non-Bankruotcv)

24. This category includes work related to litigation in forus other than the

Banptcy Cour. Durng the Interim Period, the Firm, among other things, attended to issues

regarding Arizona litigation.

Fees: $802.50; Hours: 1.50

K. Plan and Disclosure Statement

25. This category includes work related to a Plan of Reorganization ("Plan")

and Disclosure Statement. Durng the Interim Period, the Firm, among other things:

(1) reviewed and analyzed documents; (2) attended to subordination issues; (3) attended to Plan-

related claim issues; (4) pedormed research; (5) attended to classification issues; (6) performed

work regarding a stipulation in the RFC matter; (7) reviewed and revised a Plan; (8) responded to

Committee comments regarding the Plan; (9) attended to disbursing agent issues; (10) attended

to REIT issues; (11) attended to release issues; (12) prepared for and participated in a conference

call with class action counsel regarding Plan issues; and (13) conferred and corresponded

regarding Plan issues.

Fees: $72,861.00; Hours: 105.00

L. Retention of Professionals-Others

26. This category includes work related to the retention of professionals, other

than the Firm. During the Interim Period, the Firm, among other things, pedormed work

regarding the Emphasys and Deloitte retention matters.

Fees: $4,460.00; Hours: 9.00

00233-001 \DS _DE: 148236,2 10

Valuation of Services

27. Attorneys and parprofessionals ofPSZ&J expended a tota269.80 hours

in connection with their representation of the Debtors durng the Interim Period, as follows:

Nämèof.Jlrof~$sio"arIndiVdtîat: ,d

"

Laura Davis Jones

Ira D. Kharasch

Alan J. Korneld

Henr C. Kevane

lain A. W. Nasitir

David M. Bertenthal

Kenneth H. Brown

James E. O'Neil

Joshua M. Fried

Scott E. McFarland

Curis A. Hehn

Gillan N. Brown

Wiliam L. Ramseyer

Miriam Khatiblou

00233-001 \DOCS_DE: 148236,2

" ,PósitiôïtollhêA' "liêánf:;,.\,

.~:trlÎ~~!t~t; .... ...'Experiênce, YeärolObtammg ..,'

License to Praçtice,Area of ,'.,Experte

Parner 2000; Joined Firm 2000;

Member of DE Bar since 1986Parer 1987; Member of CA Bar

since 1982Parer 1996; Member of CA Bar

since 1987Parner 1997; Member ofCa Barsince 1986Parner 1999; Member of NY Barsince 1983; Member of CA Barsince 1990Parer 1999; Member of CA Bar

since 1993Parner 2001; Member of CA Barsince i 981Parner 2005; Member of P A Barsince 1985; Member of DE Barsince 2001Parner 2006; Member of CA Barsince 1994; Member of NY Barsince 1999Of Counsel 2000; Member of CABar since 1993; Member of DEBar since 2002Parner 2006; Member of P A andNJ Bars since 1997; Member ofDE Bar since 2002Parner 2007; Member of CA BarSince 1999; Member ofWashington D.C. Bar since 2008Of Counsel; Member of CA Barsince 1980Of Counsel 2008; Member of CABar since 1995

11

:'d~H()Ûl'IY, '."., :;:'f()läl: :~;;'d:Tòtaln .,", . BiD . llôurs"C()mpensation" " ,.g" 'Rate' íJiled ' , '.,..,(ipcIliding,

. "'.

ChangèS)

$795.00 59.40 $47,223.00

$750.00 1.00 $ 750.00

$725.00 0.50 $ 362.50

$675.00 55.90 $37,732.50

$675.00 2.20 $ 1,485.00

$645.00 46.10 $29,734.50

$650.00 4.70 $ 3,055.00

$535.00 6.40 $ 3,424.00

$535.00 44.90 $24,021.50

$525.00 0.30 $ 157.50

$475.00 2.30 $ 1,092.50

$475.00 3.00 $ 1,425.00

$475.00 2.40 $ 1,140.00

$425.00 0.10 $ 42.50

Name ()fPl'ofé$sIolIål 'P " .ti"nh 'A ,. Ii "t HoUrly' ',', røtat Tòtal .'., OSt.,OlrO".. ~'P:P, ci¡tt,,",. ' .

IndiVd'aat", .,'. ".~!',;d,~:::lí~lff:~~e~2!nl..~'~.:',d..:,' ..~..:.i ,Bining /"; ;~;iløqr$.."" .:C~~pênsåtion '.

.' '.llåte ',' . " ømê(i' . . ,Experjènct',Y~arof 01ltâiimg. . (including

License fòPractice, Area' of . ' ChångeS) ., Expertse

,

Timothy P. Cairns Associate 2007; Member of DE $395.00 1.00 $ 395.00Bar since 2002

Kathleen P. Makowski Of Counsel 2008; Member of P A $395.00 5.40 $ 2,133.00Bar since 1996; Member of DE

Bar since 1997Leslie A. Forrester Law Librar Director 2003 $250.00 0.30 $ 75.00Patrcia J. Jeffes Paralegal 1999 $225.00 0.80 $ 180.00Kathe F. Finlayson Paralegal 2000 $225.00 22.50 $ 5,062.50Cheryl A. Knotts Paralegal 2000 $205.00 1.90 $ 389.50John F. Bass Paralegal 2008 $150.00 0.40 $ 60.00Sheryle L. Pitman Case Management Assistat 2001 $125.00 8.30 $ 1,037.50

Grand Total:Total Hours:Blended Rate: $

$ 160,978.00269.80596.66

28. The natue of work performed by these persons is fully set forth in

Exhibit A attched 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 Debtors during the Interim

Period is $160,978.00.

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

Banptcy 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 natue 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 Banptcy Code. Moreover, PSZ&J has reviewed the

requirements of DeL. Ban. LR 2016-2 and the Administrative Order and believes that this

Application complies with such Rule and Order.

00233-00 1 \DCS_DE: 148236.2 12

WHEREFORE, PSZ&J respectfuly requests that, for the period March 1, 2009

through March 31, 2009, an interim allowance be made to PSZ&J for compensation in the

amount of$160,978.00 and actual and necessar expenses in the amount of$8,590.71 for a total

allowance of$169,568.71, and payment of$128,782.40 (80% of the allowed fees) and

reimbursement of$8,590.71 (100% of the allowed expenses) be authorized for a total payment of

$137,373.11 and for such other and fuher relief as this Cour may deem just and proper.

Dated: July JI 2009

aura Davis Jon Bar No. 2436)David M. Bettenthal (CA Bar No. 167624)James E. O'Neil (Bar No. 4042)

Joshua M. Fried, (CA Bar No. 181541)Curis A. Hehn (Bar No. 4264)

Timothy P. Cairns (Bar No. 4228)919 North Market Street, 17th FloorP.O. Box 8705Wilmington, DE 19899-8705Telephone: (302) 652-4100Facsimile: (302) 652-4400

Counsel to the Debtors and Debtors in Possession

00233-001 \DOCS_DE: 148236,2 13

VERIFICATION

STATE OF DELA WARE

COUNTY OF NEW CASTLE

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

a) I am a parner of the applicant law firm Pachulski Stag Ziehl & Jones

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

b) I am familar with the work performed on behalf of the Debtors by the

lawyers and paraprofessionals of PSZ&J.

c) I have reviewed the foregoing Application and the facts set fort therein

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

reviewed DeL. Ban. LR 2016-2 and the Administrative Order entered on or about September 5,

2007, and submit that the Application substantially complies with such Rule and Order.

JSWORN AND Slp~SCRIBEDbefore . is J1dã of

otar Public

My Commission Expires:

NESSA A. ~RESTON'NOTARY PUBLIC. , OF DELAWARE

~ flFf8" ~xpires March 21, 2010

00233-00 1 \DOCS_DE: 148236.2