for the district of delaware

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

)

In re: ) Chapter 11 )

LOCAL INSIGHT MEDIA HOLDINGS, INC., et al., 1 ) Case No. 10-13677 (KG) )

Debtors. ) Jointly Administered )

Objection Deadline: August 17, 2011 at 4:00 pm (EST)

THIRD MONTHLY FEE APPLICATION OF PRICE WATERHOUSECOOPERS LLP FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR

REIMBURSEMENT OF EXPENSES AS TAX ADVISORS FOR THE PERIOD FROM JUNE 1, 2011 THROUGH JUNE 30, 2011

SUMMARY

Name of Applicant: PricewaterhouseCoopers LLP ("")

Authorized to provide professional services to: Debtors and debtors-in-possession

Date of Retention: November 17, 2010 (Retention Order 2 entered January 24, 2011)

Period for which compensation and June 1, 2011 through June 30, 2011 (the "Fee reimbursement are sought: Period") Amount of Compensation sought as actual,

$84,337.20 (80% of $105,421.50) reasonable, and necessary: Amount of Expense Reimbursement sought as

$0.00 actual, reasonable, and necessary: I

This is a(n): monthly interim final application.

The Debtors, together with the last four digits of each of the Debtors’ tax identification number (if applicable), are: Local Insight Media Holdings, Inc. (2696); Local Insight Media Holdings II, Inc. (8133); Local Insight Media Holdings III, Inc. (8134); LIM Finance Holdings, Inc. (8135); LIM Finance, Inc. (8136); LIM Finance II, Inc. (5380); Local Insight Regatta Holdings, Inc. (6735); The Berry Company LLC (7899); Local Insight Listing Management, Inc. (7524); Regatta Investor Holdings, Inc. (8137); Regatta Investor Holdings II, Inc. (8138); Regatta Investor LLC; Regatta Split-off I LLC; Regatta Split-off II LLC; Regatta Split-off III LLC; Regatta Holding I, L.P.; Regatta Holding II, L.P.; and Regatta Holding III, L.P. For the purpose of these chapter 11 cases, the service address for all Debtors is: 188 Inverness Drive West, Suite 800, Englewood, CO 80112.

2 Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or Order referenced.

¨1¤!Dm+(! %4«

1013677110801000000000005

Docket #0750 Date Filed: 7/28/2011

The time expended for fee application preparation was 16.50 hours and the corresponding

compensation requested is $4,102.50.

SUMMARY OF PREVIOUSLY FILED MONTHLY FEE APPLICATIONS

App App Date Filing Fees Expenses CNO Date Fees Expenses Fees Pending No [Dkt No] Period Requested Requested [Dkt No] Approved Approved (20%

(80%) (100%) Holdback) First Interim Fee Period February 1, 2011 through April 30, 2011

1 05/25/2011 02101/2011 $27,067.50 $0.00 06/16/2011 $27,067.50 $0.00 $0.00 [578] 04/30/2011

Second Interim Fee Period May 1, 2011 through July 31, 2011

2 0612212011 05/01/2011 $53,771.00 $0.00 07/15/2011 $43,016.80 $0.00 $10,754.20 [0665] 05/31/2011 [724]

Total $80,838.50 $0.00 $70,084.30 $0.00 $10,754.20

This is the third Monthly Fee Application filed by PwC.

SUMMARY BY PROJECT Total

Project Category and Task Code Hours Compensation

Hourly Services

Tax Consulting Services

General Tax Consulting Services 253.40 $101,000.00 Subtotal - Hours and Compensation - Hourly Services 253.40 $101,000.00

Case Administration Bankruptcy Requirements and Other Court Obligations

Employment Applications and Other Court Filings 1.10 $319.00 Monthly, Interim and Final Fee Applications 16.50 $4,102.50

Subtotal - Hours and Compensation - Case Administration 17.60 $4,421.50

Total - Hours and Compensation Sought for Reimbursement 271.00 $105,421.50

PROFESSIONAL SUMMARY

Total Project Category and Professional Position Rate Hours Compensation

Hourly Services Tax Consulting Services

General Tax Consulting Services

Craig B Grosswald Partner $725 5.00 $3,625.00

Mitchel Aeder Partner $750 4.40 $3,300.00

John R Uhrich Partner $650 26.00 $16,900.00

Jessica Domiziano Director $560 10.00 $5,600.00

2

1.10 $319.00

$550 0.50 $275.00

$290 3.50 $1,015.00

$225 12.50 $2,812.50 16.50 $4,102.50


Ashburn Hunter Bywaters III Director $500 1.50 $750.00

Julie Allen Director $575 5.00 $2,875.00

Joseph M Motola Director $500 2.00 $1,000.00

David Tahan Manager $485 23.50 $11,397.50

Donald J Turner Manager $400 40.90 $16,360.00

Jason D Gajramsingh Manager $400 1.00 $400.00

Marcie Poulos Barese Manager $520 1.50 $780.00

Emily Heather Good Manager $400 10.40 $4,160.00

Michael De Prima Senior Associate $220 13.00 $2,860.00

Ronald J Rucker Senior Associate $240 0.80 $192.00

Amudha K. Poola Senior Associate $350 79.90 $27,965.00

Tina Hang Associate $200 11.00 $2,200.00

Mark Nagrodzki Associate $200 13.50 $2,700.00

Raymond Wolf Associate $200 3.00 $600.00

Cortney T Eberhardt Associate $200 1.00 $200.00

PricewaterhouseCoopers LLP Voluntary Reduction $0 ($2,864.50) Subtotal - General Tax Consulting Services 253.40 $101,000.00

Subtotal - Hourly Services 253.40 $101,000.00


Employment Applications and Other Court Filings

Shonda M Finseth Senior Associate (Bankruptcy) $290 1.10 $319.00

Subtotal - Employment Applications and Other Court Filings

Monthly, Interim and Final Fee Applications

Andrea Clark Smith Director (Bankruptcy)

Shonda M Finseth Senior Associate (Bankruptcy)

Steven D Coleman Associate (Bankruptcy) Subtotal - Monthly, Interim and Final Fee Applications

Subtotal - Case Administration

17.60

$4,421.50

Total - Hours and Compensation - Hourly Services and 271.00 $105,421.50 Case Administration 271.00 $105,421.50

EXPENSE SUMMARY

PwC professionals did not incur any expenses during the Fee Period.

3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

)

In re:

) Chapter 11

)

LOCAL INSIGHT MEDIA HOLDINGS, INC., et al.,’ ) Case No. 10-13677 (KG) )

Debtors. ) Jointly Administered



PricewaterhouseCoopers LLP ("PwC"), tax advisors for the above-captioned debtors and

debtors in possession (collectively, "Local Insight" or the "Debtors"), submits this third monthly

fee application (the "Monthly Fee Application ,)2,3 for the period from June 1, 2011 through June

30, 2011 (the "Fee Period") seeking (i) compensation in the amount of $105,421.50 for the

reasonable and necessary tax advisory services PwC rendered to the Debtors during the Fee

Period; and (ii) reimbursement for the actual and necessary expenses PwC incurred during the

The Debtors, together with the last four digits of each of the Debtors tax identification number (if applicable), are: Local Insight Media Holdings, Inc. (2696); Local Insight Media Holdings II, Inc. (8133); Local Insight Media Holdings III, Inc. (8134); LIM Finance Holdings, Inc. (8135); LIM Finance, Inc. (8136); LIM Finance II, Inc. (5380); Local Insight Regatta Holdings, Inc. (6735); The Berry Company LLC (7899); Local Insight Listing Management, Inc. (7524); Regatta Investor Holdings, Inc. (8137); Regatta Investor Holdings II, Inc. (8138); Regatta Investor LLC; Regatta Split-off I LLC; Regatta Split-off II LLC; Regatta Split-off III LLC; Regatta Holding I, L.P.; Regatta Holding II, L.P.; and Regatta Holding III, L.P. For the purpose of these chapter 11 cases, the service address for all Debtors is: 188 Inverness Drive West, Suite 800, Englewood, CO 80112.

PwC submits this Monthly Fee Application pursuant to sections 330 and 331 of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), the Order Authorizing the Retention and Employment of PricewaterhouseCoopers LLP as Tax Advisors nunc pro tunc to the Petition Date, dated January 24, 2011 [Docket No. 281] (the "Retention Order"), and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated December 17, 2010 [Docket No. 159] (the "Interim Compensation Order"). On July 12, 2011, the Debtors filed the Supplemental Application of Local Insight Medial Holdings, Inc., et al., to Expand the Scope of Employment and Retention of PricewaterhouseCoopers LLP requesting the Court to expand PwC’s tax services in preparing the tax returns for the year ended December 31, 2010 [Docket No. 7181 (the "Supplemental Application").

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or Order referenced.

Fee Period in the amount of $0.00. In support of this Monthly Fee Application, PwC

respectfully states as follows:

Background

1. On November 17, 2010 (the "Petition Date"), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to

operate their business and manage their properties as debtors in possession pursuant to sections

1107(a) and 1108 of the Bankruptcy Code. The chapter 11 cases are being jointly administered

pursuant to Bankruptcy Rule 1015(b). On December 1, 2010, the United States Trustee for the

District of Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors

pursuant to section 1102 of the Bankruptcy Code (the "Committee")

Jurisdiction

2. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. § 1334.

This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2). Venue is proper

pursuant to 28 U.S.C. § 1408.

Summary of Compensation Reciuested

3. The Interim Compensation Order establishes certain procedures for all

Professionals to submit Monthly Fee Applications for interim compensation and reimbursement

for expenses. The Interim Compensation Order provides, among other things, that the

Professionals may request monthly compensation and reimbursement, and the Application

Recipients (as defined in the Interim Compensation Order) may object to such requests. If an

objection to a Professional’s request is not filed and served by the expiration of the 20-day

period, the Professional shall file a CNO with the Court, after which the Debtors shall be

authorized to pay each Professional the Actual Monthly Payment equal to the lesser of (i) 80% of

2

the fees and 100% of the expenses requested in the applicable Monthly Fee Application or (ii)

80% of the fees and 100% of the expenses not subject to an objection.

4. This is the third Monthly Fee Application for interim compensation that PwC has

filed with the Court in these chapter 11 cases. At this time, PwC is seeking compensation equal

to eighty percent (80%) of the $105,421.50 in fees for professional services rendered by PwC

during the Fee Period as tax advisors to the Debtors in these chapter 11 cases, and one hundred

percent (100%) of the $0.00 in expenditures incurred by PwC professionals associated with the

services provided to the Debtors, for a total of $84,337.20.

(a) PwC has previously issued two Monthly Fee Applications to the Debtor for interim payment, which has also been incorporated into the interim fee application submission.

5. Furthermore, the Interim Compensation Order provides that professionals are to

file and serve to the Application Recipients a request (an "Interim Fee Application") for interim

Court approval and allowance of the Monthly Fee Applications during the respective Fee Period

covered by the Interim Fee Application request.

a) On June 14, 2011, PwC submitted its first Interim Fee Application for services rendered and expenditures incurred from February 1, 2011 through April 30, 2011, requesting $27,067.50 in fees and $0.00 in expenditures ("First Interim Fee Application"). The Court approved these fees on July 12, 2011 [Docket No. 716].

6. PwC is filing the attached fee statement (the "Statement") for compensation for

professional services rendered and reimbursement of expenses made in these cases during the

Fee Period. The Statement contains detailed time logs describing the actual and necessary

services provided by PwC for the hourly services during the Fee Period 4 , as well as other

detailed information required to be included in fee applications. The Statement is comprised of

’ PwC reserves its right to seek at a later date compensation for services rendered and expenses incurred during the Fee Period that are not otherwise included in this Monthly Fee Application, due to internal billing delays.

3

several exhibits which are attached hereto as:

Hourly and Case Administration Services - Exhibit A, provides a summary of the hours and compensation by project;

- Exhibit B, provides the name and position of each professional, cumulative hours worked by project, hourly billing rates for the hourly compensation, and the corresponding compensation requested; and

- Exhibit C, provides the daily activity descriptions for the hourly compensation, including the activity description, time and billing rates associated with each activity.

7. In addition, the Statement: (a) identifies the individuals who rendered services in

each subject matter (as defined below); (b) describes each activity or service that each individual

performed; and (c) states the number of hours (in half-hour increments, as approved in the

Retention Order) spent by each individual providing the hourly services.

Description of Services Rendered

8. As described within the Retention Application, PwC continues to provide tax

advisory and consulting services pursuant to the Engagement Letters. The hours and fees shown

below represent the services provided during the Fee Period:

Project Category and Task Code

Hourly Services Tax Consulting Services

General Tax Consulting Services Subtotal - Hours and Compensation - Hourly Services


Employment Applications and Other Court Filings Monthly, Interim and Final Fee Applications

Subtotal - Hours and Compensation - Case Administration

Total Hours Compensation

253.40 $101,000.00

253.40 $101,000.00

1.10 $319.00

16.50 $4,102.50

17.60 $4,421.50


9. During the Fee Period, PwC professionals provided tax consulting services, as

well as case administration activities. The hourly time records of PwC, annexed hereto as

Exhibit B and Exhibit C, provide a summary and daily breakdown of the time spent by each

rd

PwC timekeeper for these tax consulting services and case administration activities.

10. Tax Consulting Services - General Tax Consulting Services - During the Fee

Period, PwC professionals assisted the Debtors with the Cancellation of Debt and Section 382

limitation analysis for Local Insight Regatta Holdings, Inc. Subconsolidated Group and LIM

Finance Holdings, Inc. Subconsolidated Group. Services included the modeling of Cancellation

of Debt, Section 382 limitation analysis, analysis of stock basis, and research and respond to

state tax questions for Local Insight Regatta Holdings, Inc. Sub consolidated Group and LIM

Finance Holdings, Inc. Subconsolidated Group.

11. Bankruptcy Requirements and Other Court Obligations - Monthly, Interim, and

Final Fee Applications - During the Fee Period, PwC bankruptcy retention professionals worked

with the engagement team to prepare and finalize the second monthly fee application (covering

the period of May 1, 2011 through May 31, 2011) as well as prepare and finalize the first interim

fee application for compliance with Bankruptcy Code, Bankruptcy Rules and Local Rules.

12. The fees sought by this Monthly Fee Application reflect an aggregate of 271.00

hours of professional time spent and recorded in performing services for the Debtors and their

estates during the Fee Period at a blended average hourly rate of $389.00. PwC is only seeking

compensation for services rendered to the Debtors and their estate in connection with these

cases.

Summary of Expenses Incurred

13. PwC professionals did not incur any expenses during the Fee Period. 5

Reasonable and Necessary Services Rendered by PwC

14. This Monthly Fee Application includes details of the services provided by PwC to

PwC’s standard practice is to treat certain expenses as having been incurred when such obligations are recorded and reflected as payable in PwC’s accounting system. Accordingly, reimbursement for certain disbursements incurred during the Fee Period may still be pending submission and will be requested in future Monthly Fee Applications.

5

the Debtors, including, in each instance, the identity of the professionals involved in the

provision of such services, the dates of service, the time expended, and a brief description of the

services sought. The services detailed above were reasonable and necessary in order for PwC to

perform its duties and obligations to the Debtors and this Bankruptcy Court, applying PwC’ s

usual and customary billing rates for the types of services performed, except where, as noted,

discounts were applied in accordance with the Engagement Letters. Billing rates are subject to

change and are reviewed and adjusted periodically.

15. Other than as provided in Section 504(b) of the Bankruptcy Code, PwC has not

shared, or agreed to share, any compensation received with respect to the Fee Period as a result

of this case with any person, firm or entity. No promises concerning compensation have been

made to PwC by any firm, person or entity. The sole and exclusive source of compensation shall

be funds of the Debtor’s estate.

16. Although every effort has been made to include all fees and expenses incurred

during the Fee Period, some fees and expenses might not be included in this Monthly Fee

Application due to delays caused by accounting and processing time and receipt of invoices for

expenses and/or preparation of the fee application during the Fee Period. PwC reserves the right

to make further application to this Court for allowance of such fees and expenses not included

herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, the Interim Compensation Order and any other orders of the

Court.

Requested Compensation Should be Allowed

17. Section 331 of the Bankruptcy Code provides for interim compensation of

professionals and incorporates the substantive standards of Section 330 of the Bankruptcy Code

Eel

to govern the Court’s award of such compensation. 11 U.S.C. § 331. Section 330 provides that a

Court may award a professional employed under Section 327 of the Bankruptcy Code

"reasonable compensation for actual, necessary services rendered and reimbursement for actual,

necessary expenses." 11 U.S.C. § 330(a)(1). Section 330 also sets forth the criteria for the award

of such compensation and reimbursement:

In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including:

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration of or beneficial at the time which the service was rendered toward the completion of, a case under this title;

(D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed;

(E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and expertise in the bankruptcy field, and;

(F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

18. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,

it is respectfully submitted that the amount requested by PwC is fair and reasonable given (a) the

complexity of the case, (b) the time expended, (c) the nature and extent of the services rendered,

(d) the value of such services, and (e) the costs of comparable services other than in a case under

the Bankruptcy Code.

19. In rendering these services, PwC made every effort to maximize the benefit to the

Debtors and to work with other professionals employed in the case to avoid duplication of effort.

PwC believes that the level of services rendered to achieve the results obtained for the benefit of

the Debtors estate was reasonable in light of the number and complexity of the issues involved in

this case at the time the services were rendered. PwC judiciously allocated responsibilities to

minimize possible duplication of effort.

20. Moreover, PwC has reviewed the requirements of the sections 330 and 331 of the

Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, Local Rule 2016-2 and the

Interim Compensation Order and believes that this Monthly Fee Application complies with such

guidelines. To the extent that this Monthly Fee Application does not comply in all respects with

the requirements of the compensation guidelines, PwC believes that such deviations are not

material and respectfully requests that such requirements be waived.

Relief Requested Retention and Continuing Disinterestedness of PwC

21. The Retention Order authorized the Debtors to retain PwC as its Tax Advisors

effective as of November 17, 2010 in connection with these chapter 11 cases and all related

matters. The Debtors are authorized to compensate PwC in accordance with the procedures set

forth in sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,

the guidelines established by the U.S. Trustee and such other procedures as may be fixed by

order of the Court.

22. Except as otherwise disclosed in the Uhrich Declaration filed on December 17,

2010 [Docket No. 167], to the best of PwC’s knowledge, PwC does not hold or represent any

interest adverse to the Debtors or their estates and is a disinterested person as defined in section

101(14) of the Bankruptcy Code.

23. PwC may have represented, may currently represent or in the future may

represent parties in interest in connection with matters unrelated to the Debtors in these chapter

8

11 cases. PwC disclosed its connections to parties in interest that it has been able to ascertain

using its reasonable efforts in the Uhrich Declaration. If PwC becomes aware of material new

information related to these chapter 11 cases. PwC will file a supplemental declaration with the

Court.

Conclusion

WHEREFORE, PwC respectfully requests approval and interim payment of

compensation for fees and expenses in the total amount of $84,337.20 consisting of: (a)

$84,337.20 which is 80% of the fees, $105,421.50 incurred by the Debtors for reasonable and

necessary professional services rendered by PwC; and (b) $0.00 for actual and necessary costs

and expenses; and (c) such other and further relief as is just and proper.

WHEREFORE, PwC requests that is be allowed reimbursement for its fees and expenses

incurred during the Fee Period and that such fees and expenses be paid as administrative

expenses of the Debtors’ estates.

Dated: July 28, 2011 PRICEWATERHOUSECOOPERS LLP

uiL Wn Uhch

1900 16th Street Denver, CO 80202 Telephone (720) 931-7438 Facsimile (813) 375-6554 Tax Advisors for the Debtors and Debtors in Possession

)

hire: ) Chapter 11 )

LOCAL INSIGHT MEDIA HOLDINGS, INC., et al., ) Case No. 10 - 13677 (KG) )

Debtors. ) Jointly Administered



Schedule of Exhibits

Hourly and Case Administration Services

- Exhibit A, provides a summary of the hours and compensation by project;

- Exhibit B. provides the name and position of each professional, cumulative hours worked by project, hourly billing rates for the hourly compensation, and the corresponding compensation requested; and

- Exhibit C, provides the daily activity descriptions for the hourly compensation, including the activity description, time and billing rates associated with each activity.

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

Chapter 11

LOCAL INSIGHT MEDIA HOLDINGS, INC., et al.,’

Case No. 10-13677 (KG)

Debtors

Jointly Administered

Objection Deadline: August 17, 2011 at 4:00 p.m. (prevailing Eastern time) Hearing Date: Only if objections are timely filed

NOTICE OF THIRD MONTHLY FEE APPLICATION OF PRICE WATERIIOUSECOOPERS LLP FOR ALLOWANCE

OF COMPENSATION FOR SERVICES RENDERED AND FOR REIMBURSEMENT OF EXPENSES AS TAX ADVISORS FOR THE DEBTORS AND DEBTORS IN POSSESSION, FOR THE

PERIOD FROM JUNE 1, 2011 THROUGH JUNE 30, 2011

TO: (a) the U.S. Trustee; (b) counsel to the Committee; (c) counsel to the administrative agent for Local Insight Regatta Holdings, Inc.’s prepetition and postpetition senior credit facilities; (d) the Debtors; (e) counsel to the Debtors.

On July 28, 2011, PricewaterhouseCoopers LLP ("PwC"), tax advisors to the above-

captioned debtors and debtors in possession (collectively, the "Debtors") filed the Third Monthly

Fee Application of PricewaterhouseCoopers LLPfor Allowance Of Compensation for Services

Rendered andfor Reimbursement of Expenses as Tax Advisors for the Periodfrom June 1, 2011

through June 30, 2011 (the "Application"), seeking compensation for services in the amount of

The Debtors, together with the last four digits of each of the Debtors’ federal tax identification number (if applicable), are: Local Insight Media Holdings, Inc. (2696); Local Insight Media Holdings II, Inc. (8133); Local Insight Media Holdings III, Inc. (8134); LIM Finance Holdings, Inc. (8135); LIM Finance, Inc. (8136); LIM Finance II, Inc. (5380); Local Insight Regatta Holdings, Inc. (6735); The Berry Company LLC (7899); Local Insight Listing Management, Inc. (7524); Regatta Investor Holdings, Inc. (8137); Regatta Investor Holdings II, Inc. (8138); Regatta Investor LLC; Regatta Split-off I LLC; Regatta Split-off II LLC; Regatta Split-off III LLC; Regatta Holding I, L.P.; Regatta Holding II, L.P.; and Regatta Holding III, L.P. For the purpose of these chapter 11 cases, the service address for all Debtors is: 188 Inverness Drive West, Suite 800, Englewood, CO 80112.

DOCSDE:170273.4 52928-001

$ 105 ,421 . 502 with the United States Bankruptcy Court for the District of Delaware, 824 North

Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court"). The Application is

submitted pursuant to the Order Establishing Procedures for Interim Compensation and

Reimbursement of Expenses of Professionals and Official Committee Members, approved by this

Court on December 17, 2010 [Docket No. 159] (the "Administrative Order")

Any response or objection to the Application must be in writing and filed with

the Bankruptcy Court on or before August 17, 2011, at 4:00 p.m. prevailing Eastern time.

You must also serve a copy of the response or objection so that it is received not later than

August 17, 2011, at 4:00 p.m., prevailing Eastern time, by (i) counsel to the Debtors: (a) Laura

Davis Jones, Esq., Pachuiski Stang Ziehi & Jones LLP, 919 North Market Street, 17 1h Floor,

P.O. Box 8705, Wilmington, Delaware 19899-8705 (Courier 19801), (b) Richard M. Cieri, Esq.,

Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY 10022-4611, and (c) Ross M.

Kwasteniet, Esq., Kirkland & Ellis LLP, 300 North LaSalle, Chicago, IL 60654-3406; (ii) the

Office of the U.S. Trustee: Richard Schepacarter, Esq., United States Trustee’s Office, Caleb

Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801;

(iii) counsel to the Committee: (a) Mark Shinderman, Esq., Milbank, Tweed, Hadley & McCloy

LLP, 601 South Figueroa Street, 30th Floor, Los Angeles, CA 900 17-5735, and (b) Michael B.

Comerford, Esq., Milbank, Tweed, Hadley & McCloy LLP, One Chase Manhattan Plaza, New

York, NY 10005, and (c) Robert J. Dehney, Esq., Morris, Nichols, Arsht & Tunnell LLP, 1201

North Market Street, P.O. Box 1347, Wilmington, DE 19899; (iv) counsel to the administrative

agent for Local Insight Regatta Holdings, Inc.’s prepetition and postpetition senior credit facilities,

2 Reimbursement of expenses is not requested for the period covered by this Fee Application.

DOCSDE:170273.4 52928-001 2

Attn: Sandeep Qusba, Esq., Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York,

NY 10017-3954; and (v) the Debtors, 188 Inverness Drive West, Suite 800, Englewood, CO

80112, Attn.: John S. Fischer.

IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH

THE ABOVE PROCEDURES, THEN 80% OF FEES AND 100% OF THE EXPENSES

REQUESTED IN THE APPLICATION MAY BE PAID PURSUANT TO THE

ADMINISTRATIVE ORDER WITHOUT FURTHER HEARING OR ORDER OF THE COURT.

IF A TIMELY OBJECTION IS FILED AND SERVED, THEN PAYMENT WILL

BE MADE ACCORDING TO THE PROCEDURES SET FORTH IN THE ADMINISTRATIVE

[I)1IJft1

A HEARING ON THE APPLICATION WILL BE HELD ONLY IF

OBJECTIONS OR RESPONSES ARE TIMELY FILED.

Dated: July 28, 2011 Laura Davis Jones (Bar No. 2436) Michael R. Seidl (Bar No. 3889) Curtis A. Helm (Bar No. 4264) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, Delaware 19899-8705 (courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400

- and -

Richard M. Cieri (admitted pro hac vice) Christopher J. Marcus (admitted pro hac vice) KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

- and -

DOCSDE:170273.4 52928-001 3

Ross M. Kwasteniet (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Attorneys for the Debtors and Debtors in Possession

DOCSDE:170273.4 52928-001 4

Local Insight Media Holdings, Inc., et al. (Case No 10-13677 (KG)) PricewaterhouseCoopers LLP - Tax Advisors Summary by Project Category and Billing Category For the Period June 1, 2011 through June 30, 2011

Project Category and Billing Category Hours

Exhibit A

Total Compensation

Hourly Services


General Tax Consulting Services 253.40 $101,000.00 Subtotal - Hours and Compensation - Hourly Services 253.40 $101,000.00

Case Administration

Bankruptcy Requirements and Other Court Obligations

Employment Applications and Other Court Filings 1.10 $319.00 Monthly, Interim and Final Fee Applications 16.50 $4,102.50

Subtotal - Hours and Compensation - Case Administration 17.60 $4,421.50


Page 1 of 1 Wednesday, July 27, 2011

Local Insight Media Holdings, Inc., et al. (Case No 10-13677 (KG)) Exhibit B

PricewaterhouseCoopers LLP - Tax Advisors Summary of Professionals - Hourly Services and Case Administration For the Period June 1, 2011 through June 30, 2011


Hourly Services



Craig B Grosswald Partner $725 5.00 $3,625.00

Mitchel Aeder Partner $750 4.40 $3,300.00

John R Uhrich Partner $650 26.00 $16,900.00

Jessica Domiziano Director $560 10.00 $5,600.00

Ashburn Hunter Bywaters III Director $500 1.50 $750.00

Julie Allen Director $575 5.00 $2,875.00

Joseph M Motola Director $500 2.00 $1,000.00

David Tahan Manager $485 23.50 $11,397.50

Donald J Turner Manager $400 40.90 $16,360.00

Jason D Gajramsingh Manager $400 1.00 $400.00

Marcie Poulos Barese Manager $520 1.50 $780.00

Emily Heather Good Manager $400 10.40 $4,160.00

Michael De Prima Senior Associate $220 13.00 $2,860.00

Ronald J Rucker Senior Associate $240 0.80 $192.00

Amudha K. Poola Senior Associate $350 79.90 $27,965.00

Tina Hang Associate $200 11.00 $2,200.00

Mark Nagrodzki Associate $200 13.50 $2,700.00

Raymond Wolf Associate $200 3.00 $600.00

Cortney T Eberhardt Associate $200 1.00 $200.00

PricewaterhouseCoopers LLP Voluntary Reduction $0 ($2,864.50)

Subtotal - General Tax Consulting Services 253.40 $101,000.00

Subtotal - Hourly Services 253.40 $101,000.00

Case Administration

Bankruptcy Requirements and Other Court Obligations


Shonda M Finseth Senior Associate (Bankruptcy) $290 1.10 $319.00

Page 1 of Wednesday, July 27, 2011

Local Insight Media Holdings, Inc., et al. (Case No 10-13677 (KG)) Exhibit B PricewaterhouseCoopers LLP - Tax Advisors Summary of Professionals - Hourly Services and Case Administration For the Period June 1, 2011 through June 30, 2011


Subtotal - Employment Applications and Other Court Filings 1.10 $319.00


Andrea Clark Smith Director (Bankruptcy) $550 0.50 $275.00

Shonda M Finseth Senior Associate (Bankruptcy) $290 3.50 $1,015.00

Steven D Coleman Associate (Bankruptcy) $225 12.50 $2,812.50

Subtotal - Monthly, Interim and Final Fee Applications 16.50 $4,102.50

Subtotal - Case Administration 17.60 $4,421.50

Total - Hours and Compensation - Hourly Services and 271.00 $105,421.50 Case Administration

Page 2 of 2

Wednesday, July 27, 2011

Local Insight Media Holdings, Inc., et al. (Case No 10-13677 (KG)) PricewaterhouseCoopers LLP - Tax Advisors Professional Services by Project and Date - Hourly Services and Case Administration Services For the Period June 1, 2011 through June 30, 2011

Date Name Position Description

Exhibit C

Total Rate Hours Compensation


5/6/2011 Emily Heather Good Manager 0611 HOOO 1: Review, research and respond to questions $400 1.30 $520.00 from E. Rieber (LIM) regarding Texas extension liability.

5/10/2011 Emily Heather Good Manager 0611 H0002: Review, research and respond to questions $400 1.80 $720.00 from E. Rieber (LIM) regarding Texas extension liability.

5/11/2011 Emily Heather Good Manager 061 1H0003: Review memo related to Texas liability $400 3.30 $1,320.00 issues after bankruptcy for E. Reiber (LIM).

5/11/2011 Ronald J Rucker Senior Associate 0611H0004: Review and respond to questions from E. $240 0.80 $192.00 Rieber (LIM) regarding Texas franchise tax.

5/12/2011 Ashburn Hunter Director 061 1H0005: Review research related to Texas EFT $500 1.50 $750.00 Bywaters III issues for E. Rieber (LIM).

5/12/2011 Emily Heather Good Manager 061 1H0006: Review Hawaii issues for E. Rieber (LIM). $400 0.70 $280.00

5/18/2011 Emily Heather Good Manager 061 1H0007: Respond to questions from J. Hemby $400 0.30 $120.00 (LIM) regarding Pennsylvania tax notices.

5/20/2011 Tina Hang Associate 061 1H0008: Research bankruptcy consolidated $200 5.00 $1,000.00 reduction of tax attributes issues.

5/22/2011 Tina Hang Associate 0611 H0009: Research bankruptcy consolidated $200 2.00 $400.00 reduction of tax attributes issues.

5/23/2011 Emily Heather Good Manager 061 1HOO10: Address apportionment template questions $400 0.30 $120.00 received from J. Hemby (LIM).

5/23/2011 Tina Hang Associate 0611H0011: Research and review Practicing Law $200 4.00 $800.00 Institute articles related to Cancellation of Debt and deconsolidation issues.

Page I of 14




Exhibit C


6/1/2011 Amudha K. Poola Senior Associate 0611H0012: Review Treasury Regulation Sections $350 1.40 $490.00 1.1502-36 and 1.1502-11(c).

6/1/2011 Amudha K. Poola Senior Associate 0611H0013: Prepare Treasury Regulation Sections $350 2.40 $840.00 1.1502-36 and 1.1502-11(c) materials.

6/1/2011 Amudha K. Poola Senior Associate 061 1H0014: Review tax basis of Regatta and LIM. $350 1.10 $385.00

6/1/2011 Amudha K. Poola Senior Associate 0611H0015: Review of net operating loss calculations $350 2.30 $805.00 and update the Treasury Regulation Section 1.1502-28 model.

6/1/2011 David Tahan Manager 0611 HOO 16: Review the appropriate interaction of $485 1.30 $630.50 Treasury Regulation Section 1.1502-28 and 1.1502-36 related to Cancellation of Debt analysis.

6/1/2011 Donald J Turner Manager 0611 HOO 17: Calculate LIM Finance and Regatta Sub- $400 8.50 $3,400.00 Consolidated groups tax basis balance sheet for Cancellation of Debt analysis.

6/1/2011 Marcie Poulos Barese Manager 0611H0018: Review facts/relevant law in advance $520 1.00 $520.00 related to Treasury Regulation Sections 1.1502-36 and 1.1502-11(c).

6/1/2011 David Tahan Manager 061 1H0019: Conference call with A. Poola and M. $485 0.70 $339.50 Aeder (PwC) regarding Treasury Regulation Sections 1.1502-36 and 1.1502-11(c) rules.

6/1/2011 Amudha K. Poola Senior Associate 061 1H0020: Conference call with D. Tahan and M. $350 0.70 $245.00 Aeder (PwC) regarding Treasury Regulation Sections 1.1502-36 and 1.1502-11(c) rules.

6/1/2011 Mitchel Aeder Partner 061 1H0021: Conference call with D. Tahan and A. $750 0.70 $525.00 Poola (PwC) regarding Treasury Regulation Sections 1.1502-36 and 1.1502-11(c) rules.

Page 2 of 14


Local Insight Media Holdings, Inc., et al. (Case No 10-13677 (KG)) Exhibit C PricewaterhouseCoopers LLP - Tax Advisors Professional Services by Project and Date - Hourly Services and Case Administration Services For the Period June 1, 2011 through June 30, 2011

Total Date Name Position Description Rate Hours Compensation

6/2/2011 Amudha K. Poola Senior Associate 0611 H0022: Update the Treasury Regulation Section $350 4.30 $1,505.00 1.1502-28 Model related to Cancellation of Debt analysis.

6/2/2011 Amudha K. Poola Senior Associate 061 1H0023: Continue to update the Treasury $350 4.00 $1,400.00 Regulation Section 1.1502-28 Model related to Cancellation of Debt analysis.

6/2/2011 David Tahan Manager 0611H0024: Review issues with respect to preparing $485 1.00 $485.00 cancellation of indebtedness federal income tax model.

6/2/2011 David Tahan Manager 061 1H0025: Prepare draft deliverable for LIM $485 1.00 $485.00 management.

6/2/2011 Donald J Turner Manager 061 1H0026: Review the LIM and Regatta tax basis $400 3.60 $1,440.00 balance sheet.

6/2/2011 Donald J Turner Manager 061 1H0027: Continue to review the LIM and Regatta $400 2.00 $800.00 tax basis balance sheet.

6/2/2011 Jessica Domiziano Director 0611H0028: Review net unrealized built in gain $560 1.00 $560.00 calculations related to Cancellation of Debt analysis.

6/2/2011 John R Uhrich Partner 061 1H0029: Review LIM Finance and Holdings tax $650 4.00 $2,600.00 basis balance sheet for cancellation of indebtedness income.

6/2/2011 Mark Nagrodzki Associate 061 1H0030: Review the plan for the revised net $200 0.50 $100.00 unrealized built-in gain analyses.

6/3/2011 Amudha K. Poola Senior Associate 0611H0031: Review and revise the tax basis $350 4.70 $1,645.00 calculations related to Cancellation of Debt analysis.

6/3/2011 David Tahan Manager 061 1H0032: Review issues with respect to the $485 2.50 $1,212.50 cancellation of indebtedness income tax model.

Page 3 of 14




6/3/2011 Donald J Turner Manager 0611 H003 3: Review tax basis balance sheet for LIM $400 2.10 $840.00 finance and subsidiaries.

6/3/2011 John R Uhrich Partner 061 1H0034: Review tax basis balance sheets for LIM $650 4.00 $2,600.00 Finance and subsidiaries.

6/4/2011 Amudha K. Poola Senior Associate 0611H0035: Review tax basis calculation for Local $350 3.60 $1,260.00 Insight Media Holdings, Inc. related to Cancellation of Debt analysis.

6/4/2011 Amudha K. Poola Senior Associate 061 1H0036: Update the Treasury Regulation Section $350 4.00 $1,400.00 1.1502-28 Model related to Cancellation of Debt analysis.

6/4/2011 Amudha K. Poola Senior Associate 0611 H003 7: Continue to update the Treasury $350 2.10 $735.00 Regulation Sectionl.1502-28 Model related to Cancellation of Debt analysis.

6/5/2011 Amudha K. Poola Senior Associate 0611H0038: Review of tax basis calculations and send $350 3.10 $1,085.00 to J. Turner (PwC) for confirmation.

6/5/2011 Amudha K. Poola Senior Associate 061 1H0039: Update the Treasury Regulation Section $350 2.20 $770.00 1.1502-28 Model related to Cancellation of Debt analysis.

6/5/2011 Amudha K. Poola Senior Associate 061 1H0040: Review and update the slide deck as $350 4.00 $1,400.00 requested by D. Tahan (PwC).

6/6/2011 Amudha K. Poola Senior Associate 0611 H004 1: Review status of Section 382/net $350 0.50 $175.00 unrealized built in gain calculations.

6/6/2011 Amudha K. Poola Senior Associate 0611H0042: Review tax basis calculation for Local $350 1.00 $350.00 Insight Media Holdings, Inc. related to Cancellation of Debt analysis.

Page of 14




6/6/2011 Amudha K. Poola Senior Associate 0611H0043: Review the Treasury Regulation Section $350 1.10 $385.00 1.1502-36 calculations.

6/6/2011 Amudha K. Poola Senior Associate 061 1H0044: Review the Treasury Regulation $350 2.40 $840.00 Sectionl.1502-32 adjustments after attribute reduction and corresponding update of calculations.

6/6/2011 Amudha K. Poola Senior Associate 061 1H0045: Update the Treasury Regulation Section $350 3.60 $1,260.00 1.1502-28 Model related to Cancellation of Debt analysis.

6/6/2011 Amudha K. Poola Senior Associate 061 1H0046: Continue to update the Treasury $350 3.00 $1,050.00 Regulation Section 1.1502-28 Model related to Cancellation of Debt analysis.

6/6/2011 Craig B Grosswald Partner 061 1H0047: Review the net unrealized built-in gain $725 1.40 $1,015.00 calculation for Local Insight Regatta Holdings, Inc. and Local Insight Media and Super Holdco.

6/6/2011 Craig B Grosswald Partner 0611H0048: Review the facts of each transaction to $725 1.30 $942.50 make sure the proper entities were included in the net unrealized built-in gain calculation.

6/6/2011 David Tahan Manager 0611 H0049: Review the draft Regatta cancellation of $485 4.00 $1,940.00 indebtedness tax model.

6/6/2011 David Tahan Manager 0611 H0050: Review the LIM cancellation of $485 4.00 $1,940.00 indebtedness tax model.

6/6/2011 Donald J Turner Manager 0611 H005 1: Prepare email correspondence to E. Rieber $400 0.70 $280.00 (LIM) to request additional information.

6/6/2011 Donald J Turner Manager 061 1H0052: Conference call with J. Hemby (LIM) $400 0.90 $360.00 regarding CBD Investor, Inc.

Page 5 of 14




6/6/2011 Donald J Turner Manager 061 1H0053: Calculate consolidated tax basis schedule $400 4.90 $1,960.00 for LIM Holdings, Inc. and subsidiaries.

6/6/2011 Jessica Domiziano Director 0611H0054: Review the net unrealized built in gain $560 4.00 $2,240.00 calculations related to Cancellation of Debt analysis.

6/6/2011 Julie Allen Director 061 1H0055: Review the bankruptcy agreement related $575 1.50 $862.50 to Cancellation of Debt analysis.

6/6/2011 Julie Allen Director 061 1H0056: Review assumptions and net unrealized $575 1.00 $575.00 built in loss issues related to Cancellation of Debt analysis.

6/6/2011 Mark Nagrodzki Associate 061 1H0057: Prepare assumptions and caveats for the $200 4.00 $800.00 revised analysis; conduct the analyses.

6/6/2011 Mark Nagrodzki Associate 0611H0058: Continue to prepare assumptions and $200 3.00 $600.00 caveats for the revised analysis.

6/6/2011 Mitchel Aeder Partner 061 1H0059: Review tax research related to Cancellation $750 0.30 $225.00 of Debt analysis.

6/7/2011 Amudha K. Poola Senior Associate 061 1H0060: Update and review the Treasury Regulation $350 1.30 $455.00 Section 1.1502-28 model and slide deck deliverable.

6/7/2011 Amudha K. Poola Senior Associate 0611 H006 1: Review the net unrealized built in $350 0.70 $245.00 gain/Section 382 calculations.

6/7/2011 Amudha K. Poola Senior Associate 0611 H0062: Update the Treasury Regulation Section $350 3.20 $1,120.00 1.1502-28 slide presentation.

6/7/2011 Amudha K. Poola Senior Associate 061 1H0063: Continue to update the Treasury $350 1.90 $665.00 Regulation Section 1.1502-28 slide presentation.

6/7/2011 Amudha K. Poola Senior Associate 0611H0064: Review the investment adjustment and $350 1.90 $665.00 update calculations.

Page 6 of 14




6/7/2011 Craig B Grosswald Partner 061 1H0065: Review the Local Insight Regatta Holdings, $725 2.30 $1,667.50 Inc. and Local Insight Media and Super Holdco net unrealized built-in gain.

6/7/2011 David Tahan Manager 0611 H0066: Review draft cancellation of indebtedness $485 3.60 $1,746.00 federal income tax model and related client slide presentation.

6/7/2011 Amudha K. Poola Senior Associate 061 1H0067: Meeting with M. Aeder and D. Tahan $350 2.40 $840.00 (PwC) to discuss the tax model.

6/7/2011 Mitchel Aeder Partner 0611 H006 8: Meeting with D. Tahan and A. Poola $750 2.40 $1,800.00 (PwC) to discuss the tax model.

6/7/2011 David Tahan Manager 061 1H0069: Meeting with M. Aeder and A. Poola $485 2.40 $1,164.00 (PwC) to discuss the tax model.

6/7/2011 Donald J Turner Manager 061 1H0070: Review reconciliation of consolidated book $400 2.50 $1,000.00 balance sheet for LIM Holdings, Inc. and subsidiaries.

6/7/2011 Jessica Domiziano Director 0611 H007 1: Review the net unrealized built in gain $560 5.00 $2,800.00 calculations related to Cancellation of Debt analysis.

6/7/2011 John R Uhrich Partner 0611 H0072: Review the tax memorandum regarding $650 2.00 $1,300.00 debt cancellation of income due to bankruptcy.

6/7/2011 John R Uhrich Partner 061 1H0073: Teleconference with R. Jenkins and E. $650 1.00 $650.00 Reiber (LIM), C. Batien, B. Hayes, G. Phillips (Kirkland & Ellis) to discuss the updated cancellation of indebtedness income.

6/7/2011 Julie Allen Director 061 1H0074: Review the Treasury Regulation Section $575 0.50 $287.50 1.1502-28 slide deck presentation and provide feedback.

6/7/2011 Mark Nagrodzki Associate 061 1H0075: Review net unrealized built in gain $200 4.50 $900.00 analyses.

Page 7 of 14




6/7/2011 Mark Nagrodzki Associate 0611 H0076: Address review points regarding the $200 1.50 $300.00 analyses and presentation in the slide deck.

6/8/2011 Amudha K. Poola Senior Associate 0611H0077: Research on interaction of the Treasury $350 2.70 $945.00 Regulation Sections 11502-36 and 1.1502-11(c).

6/8/2011 Amudha K. Poola Senior Associate 0611 H0078: Update the Treasury Regulation Sections $350 4.00 $1,400.00 1.1502-32 and 1.1502-36 calculation in anticipation of call with G. Philips and S. Zablotney (Kirkland & Ellis).

6/8/2011 David Tahan Manager 061 1H0079: Review federal income tax implications of $485 1.00 $485.00 cancellation of indebtedness income.

6/8/2011 Donald J Turner Manager 061 1H0080: Review updated report; net operating loss $400 1.30 $520.00 and detail schedules.

6/8/2011 Donald J Turner Manager 0611 H008 1: Review tax basis study. $400 1.20 $480.00

6/8/2011 Julie Allen Director 061 1H0082: Review updated bankruptcy report related $575 2.00 $1,150.00 to Cancellation of Debt analysis.

6/9/2011 Amudha K. Poola Senior Associate 061 1H0083: Call with G. Philips and S. Zablotney $350 1.10 $385.00 (Kirkeland & Ellis) regarding Treasury Regulation Section 1.1502-28 calculations, excess loss accounts and tax basis, 1.1502-26 and 1,1502-11 (c).

6/9/2011 Amudha K. Poola Senior Associate 061 1H0084: Perform additional research related to $350 2.40 $840.00 Treasury Regulation Section 1.1502-36 and 1.1502- 11(c).

6/9/2011 AmudhaK. Poola Senior Associate 0611H0085: Summary of call with G. Philips (Kirkland $350 1.60 $560.00 & Ellis) related to Cancellation of Debt analysis.

6/9/2011 Donald J Turner Manager 061 1H0086: Review Cancellation of Debt analysis. $400 2.10 $840.00

6/9/2011 Donald J Turner Manager 061 1H0087: Review the stock basis analysis. $400 1.00 $400.00

Page 8 of 14


Local Insight Media Holdings, Inc., et at. (Case No 10-13677 (KG)) PricewaterhouseCoopers LLP - Tax Advisors Professional Services by Project and Date - Hourly Services and Case Administration Services For the Period June 1, 2011 through June 30, 2011


Exhibit C


6/9/2011 Donald J Turner Manager 061 1H0088: Review the LIM organization and $400 1.00 $400.00 transactions.

6/9/2011 Mitchel Aeder Partner 061 1H0089: Review updated bankruptcy report related $750 0.20 $150.00 to Cancellation of Debt analysis.

6/10/2011 Cortney T Eberhardt Associate 0611 H0090: Format 2009 apportionment to sent to E. $200 1.00 $200.00 Reiber (LIM).

6/10/2011 Emily Heather Good Manager 0611 H009 1: Conference call with E. Rieber and J. $400 0.70 $280.00 Hemby (LIM) regarding prior year apportionment data for all entities and specific questions regarding apportionment data.

6/10/2011 John R Uhrich Partner 061 1H0092: Review historical financial statements, tax $650 4.00 $2,600.00 returns, and related information for tax basis study.

6/13/2011 Amudha K. Poola Senior Associate 0611H0093: Review research regarding interaction of $350 3.40 $1,190.00 Treasury Regulation Section 1.1502-36 and 1.1502- 11(c).

6/13/2011 Amudha K. Poola Senior Associate 0611H0094: Continue to review research regarding $350 1.20 $420.00 interaction of Treasury Regulation Section 1.1502-36 and 1.1502-11(c).

6/13/2011 David Tahan Manager 061 1H0095: Review potential cancellation of $485 1.00 $485.00 indebtedness attribute reduction model and related tax matters.

6/13/2011 John R Uhrich Partner 061 1H0096: Review financial statements, due diligence $650 4.00 $2,600.00 reports, and related tax information pertaining to acquisition of CBD Investors, Inc., ACS Media Holdings LLC, and HYP Holdings LLC for the stock basis study related to Cancellation of Debt analysis.

Page 9 of 14




6/13/2011 John R Uhrich Partner 061 1H0097: Review tax amortization of publishing $650 1.00 $650.00 rights and extension of tax rate reduction after 2011.

6/13/2011 Mitchel Aeder Partner 061 1H0098: Review the Treasury Regulation Section $750 0.80 $600.00 1.1502-28 Model related to Cancellation of Debt analysis.

6/14/2011 Amudha K. Poola Senior Associate 061 1H0099: Review Cancellation of Debt analysis. $350 0.60 $210.00

6/14/2011 Donald J Turner Manager 0611 HO 100: Review stock tax basis study and $400 2.50 $1,000.00 calculation.

6/14/2011 Emily Heather Good Manager 0611H0101: Review additional information received $400 0.40 $160.00 from E. Reiber (LIM) regarding Hawaii GET.

6/14/2011 Marcie Poulos Barese Manager 0611 HO 102: Call to IRS regarding 1 I issue. $520 0.50 $260.00

6/15/2011 David Tahan Manager 0611 HO 103: Review issues with respect to the $485 1.00 $485.00 cancellation of indebtedness tax model.

6/17/2011 Michael De Prima Senior Associate 0611H0104: Review transaction documents and $220 3.00 $660.00 chronological history of stock basis.

6/20/2011 John R Uhrich Partner 0611 HO 105: Review transaction documents and $650 2.00 $1,300.00 chronological history of stock basis for stock basis study related to Cancellation of Debt analysis.

6/20/2011 Michael De Prima Senior Associate 0611 HO 106: Review transaction documents and $220 2.60 $572.00 chronological history of stock basis.

6/20/2011 Michael De Prima Senior Associate 0611H0107: Prepare and send information request to E. $220 0.40 $88.00 Rieber (LIM).

6/21/2011 Michael De Prima Senior Associate 0611H0108: Review prior year tax returns provided by $220 1.00 $220.00 E. Rieber (LIM).

6/22/2011 Emily Heather Good Manager 0611H0109: Research Cincinnati consolidation return $400 0.40 $160.00 questions from E. Rieber (LIM).

Page 10 of 14




6/22/2011 Emily Heather Good Manager 0611 HO I 10: Prepare response to address questions $400 0.20 $80.00 received from E. Rieber (LIM) regarding consolidated, separate company, and other federal information requests.

6/22/2011 Raymond Wolf Associate 0611 HO I 11: Respond to inquiry from E. Reiber (LIM) $200 1.50 $300.00 regarding presentation of the balance sheet for tax year 2009.

6/23/2011 John R Uhrich Partner 0611 HO 1 12: Review stock basis study and related $650 2.00 $1,300.00 deliverables.

6/23/2011 Raymond Wolf Associate 0611 HO 1 13: Respond to inquiry from E. Reiber (LIM) $200 1.50 $300.00 regarding presentation of the balance sheet for tax year 2009.

6/27/2011 Donald J Turner Manager 0611H01 14: Review transactions (chronological) memo $400 1.60 $640.00 for the stock basis study related to Cancellation of Debt analysis.

6/27/2011 Donald J Turner Manager 061 1HOI 15: Review reconciliation difference from prior $400 3.00 $1,200.00 year as requested by E. Rieber (LIM).

6/28/2011 Donald J Turner Manager 0611 HO 1 16: Review updated information request listing $400 1.00 $400.00 prepared by the team to be sent to E. Rieber (LIM).

6/28/2011 Jason D Gajramsingh Manager 0611 HO 1 17: Prepare response to E. Reiber LIM) $400 1.00 $400.00 regarding Cincinnati consolidated return questions.

6/28/2011 John R Uhrich Partner 0611 HO 1 18: Review prior year transaction documents $650 2.00 $1,300.00 for LIM entities.

6/28/2011 Michael De Prima Senior Associate 0611H0119: Review transaction timeline and finalized $220 1.50 $330.00 information request.

Page 11 of 14




6/29/2011 Donald J Turner Manager 061 1H0120: Meeting with M. De Prima (PwC) to $400 1.00 $400.00 discuss open points and questions related to Stock basis study.

6/29/2011 Michael De Prima Senior Associate 0611H0121: Meeting with J. Turner (PwC) to discuss $220 1.00 $220.00 open points and questions related to Stock basis study.

6/29/2011 Michael Dc Prima Senior Associate 0611H0122: Review Spectrum’s tax basis in CBD $220 3.50 $770.00 Investor, Inc.

6/30/2011 Joseph M Motola Director 0611H0123: Review Hawaii GET issues in preparation $500 1.00 $500.00 of meeting with E. Good (PwC).

6/30/2011 Emily Heather Good Manager 0611 HO 124: Call with J. Motola (PwC) regarding LIM $400 1.00 $400.00 Hawaii GET issue.

6/30/2011 Joseph M Motola Director 0611 HO 125: Call with E. Good (PwC) regarding LIM $500 1.00 $500.00 Hawaii GET issue.

6/30/2011 PricewaterhouseCoopers Voluntary 0611H0126: Pursuant to discussions with LIM $0 ($2,864.50) LLP Reduction management, voluntary reduction in fees sought for

services rendered for certain professionals and fees.

Subtotal - General Tax Consulting Services 253.40 $101,000.00


6/7/2011 Shonda M Finseth Senior Associate 061 1H0127: Prepare email to J. Turner (PwC) regarding $290 0.10 $29.00 (Bankruptcy) the 2011 signed engagement letters.

6/20/2011 Shonda M Finseth Senior Associate 0611H0128: Review and respond to email from I. $290 0.20 $58.00 (Bankruptcy) Hasbani (Kirkland & Ellis) regarding PwC’s

Supplemental Application.

6/21/2011 Shonda M Finseth Senior Associate 061 1H0129: Review the Supplemental Application. $290 0.80 $232.00 (Bankruptcy)

Page 12 of 14




Exhibit C


Subtotal - Employment Applications and Other Court Filings 1.10 $319.00


6/8/2011 Shonda M Finseth Senior Associate 0611H0130: Review the First Interim Fee Application. $290 1.10 $319.00 (Bankruptcy)

6/9/2011 Steven D Coleman Associate 0611 HO 131: Review the time details prepared by the $225 1.60 $360.00 (Bankruptcy) team for the May 2011 Monthly Fee Application.

6/9/2011 Steven D Coleman Associate 0611H0132: Prepare the First Interim Fee Application. $225 1.70 $382.50 (Bankruptcy)

6/10/2011 Steven D Coleman Associate 0611 HO 133: Review the time details prepared by the $225 3.30 $742.50 (Bankruptcy) team for the May 2011 Monthly Fee Application.

6/10/2011 Steven D Coleman Associate 0611HO134: Revise the First Interim Fee Application $225 0.50 $112.50 (Bankruptcy) based upon comments received.

6/14/2011 Shonda M Finseth Senior Associate 0611H0135: Review email correspondence from I. $290 0.20 $58.00 (Bankruptcy) Hasbani (Kirkland & Ellis) regarding the Interim Fee

Application.

6/14/2011 Shonda M Finseth Senior Associate 0611H0136: Finalize the First Interim Fee Application. $290 0.10 $29.00 (Bankruptcy)

6/16/2011 Steven D Coleman Associate 0611 HO 13 7: Prepare the May 2011 Monthly Fee $225 2.20 $495.00 (Bankruptcy) Application.

6/17/2011 Shonda M Finseth Senior Associate 0611 HO 138: Review the May 2011 Monthly Fee $290 2.10 $609.00 (Bankruptcy) Application for submission to the Bankruptcy Court.

6/20/2011 Andrea Clark Smith Director 0611 HO 13 9: Review May 2011 Monthly Fee $550 0.50 $275.00 (Bankruptcy) Application, including narrative and exhibits and

provide feedback for compliance with compensation guidelines.

Page 13 of 14




6/20/2011 Steven D Coleman Associate 0611 HO 140: Revise the May 2011 Monthly Fee $225 2.10 $472.50 (Bankruptcy) Application based upon review comments received.

6/22/2011 Steven D Coleman Associate 0611 HO 141: Finalize the May 2011 Monthly Fee $225 1.10 $247.50 (Bankruptcy) Application and distribute to Counsel for filing.

Subtotal - Monthly, Interim and Final Fee Applications 16.50 $4,102.50

Total - Hours and Compensation - Hourly Services - 271.00 $105,421.50

Page 14 of 14


for the district of delaware

Documents