smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 1 of 6

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1 smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 1 of 6 PORZIO, BROMBERG & NEWMAN, P.C. 156 West 56 th St. New York, NY (212) Telephone (212) Facsimile Brett S. Moore Jeffrey K. Cymbler Proposed Counsel for the Official Committee of Unsecured Creditors of Metier Tribeca, LLC UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK Hearing Date and Time: April 1, 2014 at 9:45 a.m. (ET) Objection Deadline: March 25, 2014 at 4:00 p.m. (ET) In re: METIER TRIBECA, LLC, Debtor. Chapter 11 Case No (SMB) APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF METIER TRIBECA, LLC FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PORZIO, BROMBERG & NEWMAN, P.C. AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO FEBRUARY 27, 2014 TO: THE HONORABLE STUART M. BERNSTEIN UNITED STATES BANKRUPTCY JUDGE The Official Committee of Unsecured Creditors of Metier Tribeca, LLC (the "Committee") submits this application (the "Application") for entry of an order authorizing the employment and retention of Porzio, Bromberg & Newman, P.C. ("Porzio"), as counsel to the Committee, and states as follows:

2 smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 2 of 6 Jurisdiction and Venue 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A). Venue is proper before this Court pursuant to 28 U.S.C and The statutory predicates for the relief sought herein are 328(a) and 1103(a) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure. Background 2. On February 14, 2014 (the "Petition Date"), Metier Tribeca, LLC (the "Debtor") filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. 3. On February 27, 2014, the Office of the United States Trustee for the Southern District of New York (the "Trustee") formed the Committee 1 pursuant to Section 1102 of the Bankruptcy Code to represent the interests of the unsecured creditors of the Debtor (ECF Do. No. 34). 4. On February 27, 2014 the Committee selected Porzio to serve as its counsel, subject to approval by this Court. Relief Requested 5. By this Application, the Committee seeks to employ Porzio as its counsel in this chapter 11 case, effective as of February 27, 2014, the day the Committee selected Porzio and Porzio began work on behalf of the Committee. Porzio maintains offices for the practice of law at 156 West 56 th Street, New York, New York The Trustee selected the following creditors of Metier Tribeca, LLC to serve as members of the Committee: John Keller; Phosphangenics Limited; and Lornan Litho, Inc

3 smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 3 of 6 Services to be Performed 6. The Committee is the statutory representative of the interests of the unsecured creditors of the Debtor. To this end, the Committee desires to retain counsel under section 1103(a) of the Bankruptcy Code with respect to all aspects of the proper and expeditious administration of this case in protecting the interests of unsecured creditors and the Debtor's estate. Porzio, as counsel to the Committee, shall perform services for the Committee, which may include, but are not limited to, the following: a. providing the Committee with legal advice with respect to its rights, duties and powers in this case; b. consulting with the Debtor, its counsel, other professionals retained in this case and the United States Trustee concerning the administration of the case; c. assisting and advising in the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's businesses, and other matters relevant to this case or to the formulation of a plan of liquidation, including considering the appointment of a trustee or examiner, as appropriate; d. assisting and advising the Committee in its analysis of, and negotiations with, the Debtor and any third parties, in the formulation of any plan of liquidation; e. assisting and advising the Committee with respect to its communications with the general creditor body regarding significant matters in the Debtor's case; f. preparing pleadings, motions, applications, objections and other papers as may be necessary in furtherance of the Committee's interests and objectives;

4 smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 4 of 6 g. analyzing and advising the Committee of the meaning and import of pleadings and other documents filed with the Court; h. representing the Committee at hearings and other proceedings; and i. performing such other legal services as may be required and are deemed to be in the interest of the Committee and of unsecured creditors in accordance with those powers and duties set forth in the Bankruptcy Code. 7. The Committee believes that Porzio is well qualified to act as its counsel, and possesses extensive knowledge and expertise in the areas of bankruptcy, reorganization and the other areas of law relevant to this case. Disclosure Concerning Conflicts of Interest 8. To the best of the Committee's knowledge, information and belief, neither the law firm of Porzio, nor any principal, counsel or associate therewith, has or represents any interest adverse to the Debtor s estate with respect to the matters on which it is to be employed or has any connection of any kind or nature with the Debtor, its creditors or any other party-in-interest as set forth in the Affidavit of Brett S. Moore, Esq., principal with Porzio, filed concurrently herewith. 9. The Committee believes that the attorneys at Porzio are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code with respect to the Debtor, its estate and the Committee. Further, it is the belief of the Committee that the retention and employment of Porzio is in the best interest of all parties in the Debtor's case

5 smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 5 of 6 Compensation 10. The Committee has been advised that, at the present time, Porzio's attorney and paralegal rates for those who will be primarily involved in this engagement are as follows: Attorney Year of Admission Present Rate Brett S. Moore 2002 NY $550 Jeffrey K. Cymbler 1984 NY $550 Kelly D. Curtin 2010 NY $385 Rachel A. Segall 2012 NY $345 Paralegal Mathew D. Laskowski $210 Maria P. Dermatis $210 Other attorneys and legal assistants may from time to time participate in the representation of the Committee at their respective current hourly rates. Porzio customarily reviews, and if appropriate, increases its standard hourly billing rates on an annual basis. Porzio's rates are commensurate with the hourly rates of other firms of similar size and expertise. 11. The hourly rates set forth above are Porzio's standard hourly rates for work of this nature. It is Porzio's policy to charge its clients for all expenses and disbursements incurred in connection with the client's case. The expenses charged to clients include, but are not limited to, telephone and telecopier charges, mail and express mail charges, hand delivery charges, document processing, photocopying charges, travel expenses, expenses for "working meals," online research, and transcription services. 12. Notice of this Application has been given to the Debtor, Debtor's counsel, Office of the United States Trustee for the Southern District of New York, and all other parties that have

6 smb Doc 58 Filed 03/11/14 Entered 03/11/14 18:05:39 Main Document Pg 6 of 6 requested notice or copies of pleadings in this case. The Committee submits that no further notice is required. 13. No previous application for the relief sought herein has been made to this or any other court. WHEREFORE, the Committee requests that the Court approve its selection and employment of the law firm of Porzio, Bromberg and Newman, P.C., as it counsel, nunc pro tunc to February 27, 2014, to assist in the performance of its functions and obligations pursuant to section 1103 of the Bankruptcy Code; that the Court enter an order, substantially in the form annexed hereto, granting the Application; and that the Court grant such other and further relief as it deems just and proper. Dated: March 10, 2014 Official Committee of Unsecured Creditors of Metier Tribeca, LLC By: /s/ William Shankoff William Shankoff, Committee Chairperson

7 smb Doc 58-1 Filed 03/11/14 Entered 03/11/14 18:05:39 Declaration of Brett S. Moore Esq. in Support Pg 1 of 4 PORZIO, BROMBERG & NEWMAN, P.C. 156 West 56 th St. New York, NY (212) Telephone (212) Facsimile Brett S. Moore Jeffrey K. Cymbler Proposed Counsel for the Official Committee of Unsecured Creditors of Metier Tribeca, LLC UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: METIER TRIBECA, LLC, Debtor. Chapter 11 Case No (SMB) DECLARATION OF BRETT S. MOORE, ESQ. IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF METIER TRIBECA, LLC, INC. FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF PORZIO, BROMBERG & NEWMAN, P.C., AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO FEBRUARY 27, 2014 I, BRETT S. MOORE, declare as follows: 1. I am a principal of the law firm of Porzio, Bromberg & Newman, P.C. ("Porzio"), with offices located at 156 West 56 th Street, New York, New York, 10019, and have been duly admitted to practice in the United States District Courts for the Southern, Eastern, Western and Northern Districts of New York and the District of New Jersey. I am authorized to make this declaration (the "Declaration") on behalf of Porzio. 2. This Declaration is submitted: (i) in support of the application of the Official Committee of Unsecured Creditors (the "Committee") of Metier Tribeca, LLC, Inc. (the

8 smb Doc 58-1 Filed 03/11/14 Entered 03/11/14 18:05:39 Declaration of Brett S. Moore Esq. in Support Pg 2 of 4 "Debtor") for entry of an Order authorizing the retention and employment of Porzio as counsel for the Committee, nunc pro tunc to February 27, 2014 (the "Application"); (ii) in compliance with sections 327, 328(a), 329, 504 and 1103 of title 11 of the United States Code (the "Bankruptcy Code"); and (iii) to provide disclosure required under Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"). Unless otherwise stated in this Affidavit, I have personal knowledge of the facts set forth herein. To the extent any information disclosed herein requires amendment or modification upon Porzio's completion of any further review or as additional interested party information becomes available to Porzio, a supplemental affidavit reflecting such amended or modified information will be submitted to the Court. 3. In preparing this Affidavit, I caused to be submitted, for review by our conflicts check system, the names of the parties in interest in this case, including without limitation, the Debtor, the Debtor's equity members, the Debtor's twenty (20) largest unsecured creditors and the Debtor's pre- and post petition secured creditors. Porzio's conflicts check system is designed to include every matter on which the firm is or at one time was retained and, in each instance, to include the identity of related and adverse parties. Porzio regularly updates this system. 4. To the best of my knowledge and after diligent inquiry, neither I, Porzio, nor any principal, counsel or associate of Porzio represents any entities or parties in interest other than the Committee in connection with the chapter 11 case of the Debtor. 5. I am not related to or connected to and, to the best of my knowledge, no other attorney at Porzio is related or connected to any United States Bankruptcy Judge for the Southern District of New York or any of the District Judges for the Southern District of New York who

9 smb Doc 58-1 Filed 03/11/14 Entered 03/11/14 18:05:39 Declaration of Brett S. Moore Esq. in Support Pg 3 of 4 handle bankruptcy cases, or the United States Trustee for the Southern District of New York or any employee in the Office of the United States Trustee. 6. To the best of my knowledge, after due inquiry, Porzio: (a) is not a creditor, and is not an equity security holder or an "insider" of the Debtor, as that term is defined in section 101(31) of the Bankruptcy Code; (b) is not and has never been an investment banker for any outstanding security of the Debtor; (c) is not and has not been an investment banker for a security of the Debtor, nor an attorney for such an investment banker in connection with the offer, sale, or issuance of a security of the Debtor; (d) is not and has not been, a director, officer, or employee of the Debtor or of an investment banker specified in subparagraphs (b) and (c) of the paragraph; and (e) does not have an interest materially adverse to the interest of the Debtor's estate, or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or an investment banker specified in subparagraphs (b) and (c) of this paragraph, or for any other reason. 7. Porzio will file appropriate supplemental disclosure(s) with the Court to the extent information concerning any further connections is discovered. 8. Porzio has not received any promises as to payment or compensation in connection with this Chapter 11 case other than in accordance with the provisions of the Bankruptcy Code and as disclosed herein. 9. Due to the foregoing, I believe and represent that I am, and each member of Porzio is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. 10. At the present time, Porzio's attorney and paralegal rates for those whom will be primarily involved in this engagement are as follows:

10 smb Doc 58-1 Filed 03/11/14 Entered 03/11/14 18:05:39 Declaration of Brett S. Moore Esq. in Support Pg 4 of 4 Attorney Year of Admission Present Rate Brett S. Moore 2002 NY $550 Jeffrey K. Cymbler 1984 NY $550 Kelly D. Curtin 2010 NY $385 Rachel A. Segall 2012 NY $345 Paralegal Mathew D. Laskowski $210 Maria P. Dermatis $210 Other attorneys and legal assistants may from time to time participate in the representation of the Committee at their respective current hourly rates. Porzio customarily reviews, and if appropriate, increases its standard hourly billing rates on an annual basis. All of Porzio's rates are commensurate with the hourly rates of other firms of similar size and expertise. 11. The hourly rates set forth above are Porzio's standard hourly rates for work of this nature. It is Porzio's policy to charge its clients for all expenses and disbursements incurred in connection with the client's case. The expenses charged to clients include, but are not limited to, telephone and telecopier charges, mail and express mail charges, hand delivery charges, document processing, photocopying charges, travel expenses, expenses for "working meals," online research, and transcription services. 12. I fully understand that all compensation to my firm must be fixed by further order of this Court upon the submission of an affidavit of legal services rendered pursuant to the provisions of the Bankruptcy Code. Dated: March 11, 2014 By: /s/ Brett S. Moore Brett S. Moore

11 smb Doc 58-2 Filed 03/11/14 Entered 03/11/14 18:05:39 Proposed Order Pg 1 of 3 PROPOSED ORDER

12 smb Doc 58-2 Filed 03/11/14 Entered 03/11/14 18:05:39 Proposed Order Pg 2 of 3 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: METIER TRIBECA, LLC, Debtor. Chapter 11 Case No (SMB) ORDER AUTHORIZING EMPLOYMENT OF PORZIO, BROMBERG & NEWMAN, P.C. AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF METIER TRIBECA, LLC NUNC PRO TUNC TO FEBRUARY 27, 2014 This matter being opened to the Court by the Official Committee of Unsecured Creditors (the Committee ) of Metier Tribeca, LLC (the Debtor ), upon the application (the Application ) for the entry of an Order authorizing the employment of Porzio, Bromberg & Newman, P.C. as counsel to the Committee nunc pro tunc to February 27, 2014; and the Court having considered the Application and the Declaration of Brett S. Moore (the Moore Declaration ) in support thereof; and the Court being satisfied based on the representations made in the Application and Moore Declaration that said attorneys represent no interest adverse to the Debtor s estate with respect to the matters upon which they are to be engaged, that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code and that their employment is necessary to assist the Committee in the performance of its functions and obligations pursuant to section 1103 of the Bankruptcy Code; and due and sufficient notice of the Application having been given; and no adverse interest being affected; upon due deliberation and consideration of the facts and circumstances relevant to this matter; and no additional notice being necessary or required, IT IS HEREBY,

13 smb Doc 58-2 Filed 03/11/14 Entered 03/11/14 18:05:39 Proposed Order Pg 3 of 3 ORDERED, that the Application is granted as set forth herein; and it is further ORDERED, that Porzio, Bromberg and Newman, P.C. shall be compensated for fees and reimbursed for reasonable and necessary expenses and will file monthly, interim and final fee applications for allowance of its compensation and expenses in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Amended Order Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals, dated December 21, 2010, the Amended Guidelines for Fees and Disbursements for Professionals in the Southern District of New York, dated November 25, 2009, and the United States Trustee Fee Guidelines; and it is further; ORDERED, that ten (10) business days notice must be provided by Porzio, Bromberg and Newman, P.C. to the Committee, the Debtor and the United States Trustee prior to any increases in the rates set forth in the Application, and such notice must be filed with the Court. The United States Trustee retains all rights to object to any rate increase on all grounds including, but not limited to, the reasonableness standard provided for in Section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to Section 330 of the Bankruptcy Code. Dated: New York, New York April, 2014 STUART M. BERNSTEIN United States Bankruptcy Judge NO OBJECTION: UNITED STATES TRUSTEE