Case CSS Doc 717 Filed 06/21/16 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case CSS Doc 717 Filed 06/21/16 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re USA DISCOUNTERS, LTD., et al., 1 Debtors. Chapter 11 Case No (CSS) (Jointly Administered) Objection Deadline: July 12, 2016 NOTICE OF FILING OF NINTH MONTHLY COMPENSATION AND STAFFING REPORT OF ALVAREZ & MARSAL NORTH AMERICA, LLC FOR THE PERIOD FROM MAY 1, 2016 THROUGH MAY 31, 2016 PLEASE TAKE NOTICE that on August 26, 2015, the above-captioned debtors and debtors in possession (the Debtors ) filed the Application for Entry of an Order Authorizing the Debtors to (I) Employ and Retain Alvarez & Marsal North America, LLC to provide the Debtors a Chief Executive Officer, Chief Financial Officer, and Certain Additional Personnel, and (II) Designate Joseph J. Sciametta as Chief Executive Officer and Laurence Sax as Interim Chief Financial Officer for the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 46] with the United States Bankruptcy Court for the District of Delaware (the Court ). PLEASE TAKE FURTHER NOTICE that on September 17, 2015, the Court entered the Order, Pursuant to 11 U.S.C. 105(a) and 363(b), Authorizing the Debtors to (I) Employ and Retain Alvarez & Marsal North America, LLC to provide the Debtors a Chief Executive Officer, Chief Financial Officer, and Certain Additional Personnel, and (II) Designate Joseph J. Sciametta as Chief Executive Officer and Laurence Sax as Interim Chief Financial Officer for the Debtors Nunc Pro Tunc to the Petition Date [Docket No. 131], which was subsequently amended by the Agreed Order Amending the Order Authorizing the Debtors to Employ and Retain Alvarez & Marsal North America, LLC [Docket No.649] (as amended, the A&M Retention Order ). PLEASE TAKE FURTHER NOTICE that, in accordance with the A&M Retention Order, Alvarez & Marsal North America, LLC ( A&M ) hereby files its ninth monthly compensation and staffing report (the Monthly Compensation and Staffing Report ) for the period from May 1, 2016 through May 31, 2016 (the Application Period ) in the form attached hereto as Exhibit 1. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Monthly Compensation and Staffing Report are required to be filed on or before July 12, 2016 at 4:00 p.m. (ET) (the Objection Deadline ) with the Clerk of the United States Bankruptcy Court 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: USA Discounters, Ltd. (5123); USA Discounters Holding Company, Inc. (8192); and USA Discounters Credit, LLC (3128). The Debtors address is 6353 Center Drive, Building 8, Suite 101, Norfolk, Virginia

2 Case CSS Doc 717 Filed 06/21/16 Page 2 of 3 for the District of Delaware, 3rd Floor, 824 Market Street, Wilmington, Delaware PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of any objection so as to be received by the following on or before the Objection Deadline: (i) counsel to the Debtors: (a) Klee, Tuchin, Bogdanoff & Stern LLP, 1999 Avenue of the Starts, 39th Floor, Los Angeles, California 90067, Attn: Lee. R. Bogdanoff, Esq. and Michael L. Tuchin, Esq.; and (b) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, P.O. Box 8705, Wilmington, DE (Courier 19801), Attn: Laura Davis Jones, Esq.; (ii) counsel to the Prepetition Agent, Blank Rome LLP, 1201 Market Street, Suite 800, Wilmington, DE 19801, Attn: Regina Stango Kelbon, Esq. and One Logan Square, 130 North 18th Street, Philadelphia, PA , Attn: Kevin J. Baum, Esq.; (iii) the Office of the United States Trustee for the District of Delaware, J. Caleb Boggs Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801; and (iv) counsel to the Official Committee of Unsecured Creditors, (a) Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, Attn: Eric R. Wilson, Esq. and (b) Klehr Harrison Harvey Branzburg LLP, 919 Market Street, Suite 1000, Wilmington, DE 19801, Attn: Domenic E. Pacitti, Esq. PLEASE TAKE FURTHER NOTICE that if an objection is properly filed and served in accordance with the above procedures, all compensation listed in the Monthly Compensation and Staffing Report shall be subject to review by the Court. PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURES, NO HEARING WILL BE HELD ON THE MONTHLY COMPENSATION AND STAFFING REPORT

3 Case CSS Doc 717 Filed 06/21/16 Page 3 of 3 Dated: June 21, 2016 /s/ James E. O Neill Laura Davis Jones (DE Bar No. 2436) James E. O'Neill (DE Bar No. 4042) Colin R. Robinson (DE Bar No. 5524) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE (Courier 19801) Tel: (302) Fax: (302) ljones@pszjlaw.com joneil@pszjlaw.com crobinson@pszjlaw.com and Lee R. Bogdanoff, Esq. Michael L. Tuchin, Esq. Whitman L. Holt, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39 th Floor Los Angeles, CA Tel: (310) Fax: (310) lbogdanoff@ktbslaw.com mtuchin@ktbslaw.com wholt@ktbslaw.com sgurvitz@ktbslaw.com Counsel to the Debtors and Debtors in Possession

4 Case CSS Doc Filed 06/21/16 Page 1 of 18 EXHIBIT 1 Monthly Compensation and Staffing Report

5 Case CSS Doc Filed 06/21/16 Page 2 of 18

6 Case CSS Doc Filed 06/21/16 Page 3 of Madison Avenue, 8th Floor New York, NY Phone: (212) Fax: (212) June 20, 2016 Mr. Timothy W. Dorsey Vice President and General Counsel USA Discounters, Ltd Center Drive, Bldg. 8, Suite 101 Norfolk, VA Dear Tim: In accordance with our amended engagement letter dated July 15, 2015, and as further modified by the Orders dated September 17, 2015 and May 16, 2016, attached please find our invoice for the period May 1, 2016 through May 31, Sincerely, Joseph J. Sciametta Managing Director Atlanta Chicago Dallas Denver Houston Los Angeles New York Phoenix San Francisco Frankfurt London Paris Hong Kong

7 Case CSS Doc Filed 06/21/16 Page 4 of 18 Invoice June 20, 2016 Mr. Timothy W. Dorsey Vice President and General Counsel USA Discounters, Ltd Center Drive, Bldg. 8, Suite 101 Norfolk, VA REFERENCE #800680H Professional Fees for Services Rendered 5/1/16 through 5/31/16 Hours Rate Fees Restructuring Fixed Fee (part-time CEO and CFO) Various N/A N/A $ 110, Kumanan Ramanathan (hourly) Senior Associate $ , Total Professional Fees $ 192, Expenses through 5/31/16 Transportation $ 7, Lodging 2, Meals Teleconference & Other Total Expenses $ 11, Total Due, Payable Upon Receipt $ 203, Wire Instructions: Mail Instructions: Bank: J.P. Morgan Chase Alvarez & Marsal ABA: Attn: Liz Carrington Account No.: Alvarez & Marsal, LLC 600 Madison Avenue, 8th Floor Account No.: New York, NY 10022

8 Case CSS Doc Filed 06/21/16 Page 5 of 18 Alvarez & Marsal North America LLC Summary of Services For the Period of May 1, 2016 through May 31, 2016 Below is a list of tasks performed. This list does not encompass all work incurred. Attached are detailed time descriptions which further describe activity performed by individual for the covered period. (1) Performed CEO responsibilities (2) Performed CFO responsibilities (3) Prepared cash collateral budget (4) Managed liquidity and prepared weekly variance report to cash collateral budget (5) Prepared monthly update to the Orderly Liquidation Analysis (the "OLA") and collections forecast (6) Responded to ad hoc inquiries from counsel, creditors and management (7) (8) Prepared the monthly operating report (the "MOR") Managed and reviewed the performance of the legal, recovery and collections processes including the implementation of initiatives to increase the effectiveness, efficiency and reporting capabilities of the collections process

9 Case CSS Doc Filed 06/21/16 Page 6 of 18 EXHIBIT A Time Detail

10 Case CSS Doc Filed 06/21/16 Page 7 of 18 USA Discounters - Time Summary Joseph J. Sciametta, Managing Director Restructuring Day Date Time Rate Billing Detail Mon 5/2/ NA NA Review cash balance and estimated debt payments. Review revised schedule of professional fee payments. Call with Troutman Sanders, KTBS and T. Dorsey (USAD) to discuss investigations and other legal items. Review salary and overtime information for employee to be moved from hourly structure. Review preliminary collections data by collectors for the month of April. Tue 5/3/ NA NA Call with W. Holt (KTBS) regarding May 17th hearing and other items. Review information on supervisor performance and staffing requirements. Thu 5/5/ NA NA Review cash collateral budget. Call with R. Dawson (Wells) to discuss operations, cash collateral budget and other items. Call with W. Holt (KTBS) regarding cash collateral budget. Call with T. Dorsey (USAD) to discuss insurance policies, employee agreements and litigation matters. Call with T. Dorsey (USAD), W. Hurd (Troutman Sanders) and S. Faulders (Troutman Sanders) to discuss potential process for mediation and scheduling. Call with W. Holt (KTBS) to discuss scheduling. Mon 5/9/ NA NA Call with T. Dorsey (USAD) regarding CO litigation. Call with W. Holt (KTBS) regarding potential matters for May 17th hearing. Review employee benefit and renewal information for Call with N. Chiong (USAD) regarding employee benefit renewals and potential costs. Call with L. Sax to discuss collections performance, employee matters, performance of servicers and other matters. Review information related to CO accounts. Tue 5/10/ NA NA Call with T. Dorsey (USAD) to discuss severance calculations for employee agreements, CO accounts and various legal matters. Review and comment on information pertaining to CO suit. Call with T. Dorsey (USAD) to discuss employee concerns. Review employee agreement and provided comments related to severance provisions. Call with K. Ramanathan to discuss specific language in employment agreements. Wed 5/11/ NA NA Call with W. Holt (KTBS) regarding employee severance and required changes to employee contracts. Review OLA and provide comments. Thu 5/12/ NA NA Correspond with counsel regarding potential mediation schedule. Review revisions to proposed order regarding A&M retention, revise and distribute comments. Call with J. Adams (Kelley Drye) regarding proposed order amending the terms of A&Ms retention. Review OLA and provide comments. Call with K. Ramanathan to discuss current updates. Fri 5/13/ NA NA Call with K. Ramanathan to review revisions to the 5/13 OLA. Mon 5/16/ NA NA Call with L. Bogdanoff (KTBS) regarding proposed mediation process and schedule. Call with T. Dorsey (USAD) regarding proposed mediation process and schedule. Call with T. Dorsey (USAD), L. Bogdanoff (KTBS) and S. Faulders (Troutman Sanders) regarding legal items and investigations. Correspond on various matters. Tue 5/17/ NA NA Call with T. Dorsey (USAD) to discuss various legal matters. Call with counsel to discuss CO investigation and potential resolution. Follow up call with S. Collis (Holland & Hart) and T. Dorsey (USAD) regarding CO investigation and potential resolution. Call with R. Dawson (Wells) to discuss investigations and other case matters. Call with L. Bogdanoff (KTBS) regarding investigations and next steps. Correspond with counsel on various matters. Wed 5/18/ NA NA Call with Troutman Sanders and T. Dorsey (USAD) to discuss process for proposed mediation. Review month to date collections data for May and analyze performance trends for each collector and group. Thu 5/19/ NA NA Call with lender group and counsel to discuss investigations and other items. Call with Kelley Drye and counsel to discuss investigations and other items. Correspond with R. Dawson (Wells) regarding account data. Call with M. Diaz (FTI) regarding investigation and proposed mediation. Call with L. Sax to discuss open items. Prepare monthly fee statement. Fri 5/20/ NA NA Call with T. Dorsey (USAD) and C. Butler (F. Harrison) to discuss legal matters. Call with L. Sax to discuss collections efforts, employee matters and other open items. Sat 5/21/ NA NA Review change to weekly collections report. Mon 5/23/ NA NA Review documents relating to upcoming mediation. Call with counsel to discuss investigations and upcoming mediation. Call with M. Diaz (FTI) to discuss case and status of investigations.

11 Case CSS Doc Filed 06/21/16 Page 8 of 18 USA Discounters - Time Summary Joseph J. Sciametta, Managing Director Restructuring Day Date Time Rate Billing Detail Tue 5/24/ NA NA Call with Troutman Sanders and T. Dorsey (USAD) to discuss upcoming mediation and procedures. Call with T. Dorsey (USAD) to discuss CO investigation and feedback from the constituents. Call with Counsel (KTBS, Holland and Heart and T. Dorsey (USAD)) to discuss CO investigation. correspondence with K. Ramanathan to discuss funding into escrow. Wed 5/25/ NA NA Prepare materials for a BOD update. Review and correspondence regarding proposed settlement regarding CO investigation. Call with K. Ramanathan to review BOD deck. Thu 5/26/ NA NA Call with B. Fletcher (BOD) and W. Holt (KTBS) to discuss case status. Update call with various members of the BOD. Correspond on various matters related to AG investigations and mediation. Fri 5/27/ NA NA Correspondence regarding various matters. Review comments regarding mediation statement. Tue 5/31/ NA NA Travel to DC. Review sales data and metrics for the prior week. Participate in premediation work session at the offices of Troutman and Sanders NA NA

12 Case CSS Doc Filed 06/21/16 Page 9 of 18 USA Discounters - Time Summary Laurence Sax, Senior Director Restructuring Day Date Time Rate Billing Detail Mon 5/2/ NA NA Participate in Radius collections progress update call with B. Milligan (USAD), B. Ruff (Radius), S. Bogar (Radius), C. Regan (Radius), M. Mack (Radius) and S. Leckerman (Radius). Review the updated professional fee tracker. Prepare an updated analysis of April's collection performance by collector and category. Exchange several s with W. Holt (KTBS) regarding insurance matters. Review and comment on updated descriptions of managerial and supervisory positions in Collections, Recovery and Legal. Review and approve April's revolver interest and fee payment. Review open personnel issues with N. Chiong (USAD). Review and authorize numerous disbursements. Tue 5/3/ NA NA Travel to VA. Participate in weekly staff meeting with D. Breitkreutz (USAD). Participate in weekly staff meeting with M. Milligan (USAD). Meet with N. Chiong (USAD) and B. Milligan (USAD) regarding attendance policies, HR issues and the specifics of agreement extensions. Meet with L. Martinez to review and discuss collections performance metrics, specifically the variables associated with collections per hours. Review in detail the revised Cash Collateral Budget with K. Ramanathan. Review and comment on the weekly cash flow variance report, draft an and submit same to the Agent. Review collections performance and productivity trend with K. Ramanathan. Review warranty costs with L. Martinez (USAD). Wed 5/4/ NA NA Thu 5/5/ NA NA Review and comment on draft revised Cash Collateral Budget, submit same to Agent. Review and discuss insurance coverage with D. Brown (Willis). Review legal/recovery tracker for March with K. Ramanathan. Discuss current and projected liquidity and cash management issues with L. Martinez (USAD). Meet with D. Breitkreutz (USAD) regarding process improvements in the Legal department. Review updated account-level charge off data, create numerous summary tables based on various criteria. Review and approve numerous disbursements. Participate in a biweekly meeting regarding charged off account data system conversion and reconciliation issues with D. Breitkreutz (USAD), B. Milligan (USAD), M. Morse (USAD), C. Woodfin (USAD), Amie Shaw (USAD) and T. Haldeman (USAD). Meet with K. Ramanathan to discuss previous cash collateral budget vs. current cash collateral budget. Meet with B. Milligan (USAD) and N. Chiong (USAD) regarding employee review processes and procedures. Review collections performance metrics, compare to revised receipts model. Travel from VA. Fri 5/6/ NA NA Sun 5/8/ NA NA Speak with M. Moore (USAD) regarding custom collections reports and additional available data. Review in detail Collections, Recovery and Legal April bonuses. Review health insurance renewals with N. Chiong (USAD). Draft an to J. Sciametta regarding projected staffing plans, the recommended course for employee extensions and draft scripting and messaging for upcoming employee floor meetings. Travel to VA. Mon 5/9/ NA NA Meet with T. Dorsey (USAD) regarding insurance matters and the extension of employee agreements. Meet with N. Chiong (USAD) regarding employee extensions and the revised review forms. Meet with L. Martinez (USAD) regarding numerous finance issues, including state tax refunds, priority tax claims and preparing for the year end tax audit. Review Radius collections performance to date; B. Ruff (Radius) regarding same. Meet with B. Milligan (USAD) regarding operational issues, employee extensions and planning for an upcoming floor meetings. Prepare and distribute an updated weekly collections performance report; analyze prior week collections performance. Review healthcare renewal proposal and rates. Speak with J. Sciametta, discuss the progress and status of numerous projects and issues and emplyee items. Download and review the latest, detailed charge off data file.

13 Case CSS Doc Filed 06/21/16 Page 10 of 18 USA Discounters - Time Summary Laurence Sax, Senior Director Restructuring Day Date Time Rate Billing Detail Tue 5/10/ NA NA Meet with N. Chiong (USAD) and B. Milligan (USAD) to prepare for meeting with collection supervisors to distribute new employment agreements. Meet with T. Dorsey (USAD) regarding the preparation of employee agreements. Participate in a biweekly meeting regarding charged off account data system conversion and reconciliation issues with D. Breitkreutz (USAD), B. Milligan (USAD), M. Morse (USAD), C. Woodfin (USAD), Amie Shaw (USAD) and T. Haldeman (USAD). Participate in weekly staff meeting with D. Breitkreutz (USAD). Participate in weekly staff meeting with M. Milligan (USAD). Review and approve payroll. Conduct group meetings with both collections and legal/recovery supervisors regarding the new employment agreement. Subsequently conduct one-onone meetings with each supervisor. Review the April borrowing base; submit same to Agent. Discuss agreement changes with K. Ramanathan. Wed 5/11/ NA NA Thu 5/12/ NA NA Fri 5/13/ NA NA Review and comment on the weekly cash flow variance report, draft an and submit same to the Agent. Meet with K. Ramanathan and L. Martinez (USAD) to discuss employment agreements and retention payments. Meet with N. Chiong (USAD) and B. Milligan (USAD) regarding employee review forms and other personnel issues and polices. Review budgeted hours for certain employees vs. actual hours worked. Review newly formatted MTD collections performance data, inclusive of several new data fields. Work with L. Harrell (USAD) and A. DeLoatch (USAD) regarding Legal Dept. process improvements. Review and approve several wire payments. Follow up with J. Radford (Willis) regarding several outstanding insurance matters. Review and comment on a draft, updated Orderly Liquidation Analysis. Review and comment on a revised operational update deck. Travel from VA. Participate in a biweekly meeting regarding charged off account data system conversion and reconciliation issues with D. Breitkreutz (USAD), B. Milligan (USAD), M. Morse (USAD), C. Woodfin (USAD), Amie Shaw (USAD) and T. Haldeman (USAD). Review updated review forms. Review status of outstanding state tax refunds with L. Martinez (USAD). Review and sign Texas annual tax returns. Discuss fiscal year 2016 tax preparation with L. Martinez (USAD). Review and discuss MTD collections performance data with B. Milligan (USAD). Review Radius' MTD collections results. Review with D. Breitkreutz (USAD) additional MetTel tools, services and feature options. Review workers' comp audit results with L. Martinez (USAD) and J. Radford (Willis). Review and comment on the revised Orderly Liquidation analysis; draft and submit same to Agent. Speak with J. Radford (Willis) regarding insurance invoices received. Mon 5/16/ NA NA Tue 5/17/ NA NA Discuss with B. Milligan (USAD) collections MTD performance. Discuss and review with T. Haldeman (USAD) the impact of several potential operational changes in the legal department. Work with B. Milligan (USAD) on new collections performance metrics, including by account balance size. Travel to VA. Participate in weekly staff meeting with D. Breitkreutz (USAD). Meet with T. Dorsey (USAD) regarding several legal issues. Discuss with B. Ruff (Radius) MTD collections performance and a framework whereby we would recall the accounts. Participate in a biweekly meeting regarding charged off account data system conversion and reconciliation issues with D. Breitkreutz (USAD), B. Milligan (USAD), M. Morse (USAD), C. Woodfin (USAD), Amie Shaw (USAD) and T. Haldeman (USAD). Prepare a draft monthly fee statement. Review and comment on a draft operational update deck.

14 Case CSS Doc Filed 06/21/16 Page 11 of 18 USA Discounters - Time Summary Laurence Sax, Senior Director Restructuring Day Date Time Rate Billing Detail Wed 5/18/ NA NA Meet with N. Chiong (USAD) and B. Milligan (USAD) to prepare for a floor meeting with all collections, legal and bankruptcy staff and the distribution of employee agreements. Participate in a building 7 floor meeting. Review and comment on the weekly cash flow variance report, draft an and submit same to the Agent. Various calls with K. Ramanathan to discuss professional fee payments, monthly operating deck and other matters. Review the May 17 Court hearing transcript. Work with L. Martinez (USAD), T. Dorsey (USAD) and N. Chiong (USAD) regarding the retention and severance calculus for certain employees; meet with J. LaRock (USAD) and T. Haldeman (USAD) regarding same. Thu 5/19/ NA NA Fri 5/20/ NA NA Mon 5/23/ NA NA Tue 5/24/ NA NA Wed 5/25/ NA NA Thu 5/26/ NA NA Call with J. Sciametta to discuss open items. Update call with K. Ramanathan. Participate in a biweekly meeting regarding charged off account data system conversion and reconciliation issues with D. Breitkreutz (USAD), B. Milligan (USAD), M. Morse (USAD), C. Woodfin (USAD), Amie Shaw (USAD) and T. Haldeman (USAD). Participate in a secured lender bank group update call. Participate in review and analysis of CSS Impact data with L. Martinez (USAD) and D. Breitkreutz (USAD). Work with L. Martinez (USAD) and T. Dorsey (USAD) regarding certain data requests from the State of Washington. Travel from VA. Speak with M. Morse (USAD) regarding new Impact reporting and the modification of the MTD receipts report. Speak with D. Breitkreutz (USAD) regarding several outstanding IT projects. Participate in a call with J. Sciametta to discuss collection efforts, employee matters and other open items. Discuss the June collections plan with B. Milligan (USAD). Prepare MTD collections report through 5/20/16. Review MTD collections data from Radius. Review MTD Collections performance with B. Milligan (USAD). Discuss fiscal year end tax preparation issues with L. Martinez (USAD). Meet with T. Dorsey (USAD) regarding several issues. Review payables with M. Power (USAD). Travel to VA. correspondence with K. Ramanathan re: AR activity. Participate in a biweekly meeting regarding charged off account data system conversion and reconciliation issues with D. Breitkreutz (USAD), B. Milligan (USAD), M. Morse (USAD), C. Woodfin (USAD), Amie Shaw (USAD) and T. Haldeman (USAD). Participate in weekly staff meeting with D. Breitkreutz (USAD). Participate in weekly staff meeting with M. Milligan (USAD). Review pending payroll and review and approve several wire disbursements. Meet with numerous collectors in building 7. Discuss open issues and outstanding operational issues with J. LaRock (USAD). Approve payroll, approve numerous wires and check disbursements, meet with T. Dorsey (USAD) regarding preparation for next week's mediation, meet with J. LaRock (USAD) regarding the historic trend of receipts by dun bucket, meet with B. Milligan (USAD) regarding numerous issues, including MTD collections, new reporting features, personnel issues and improved back end collection practices. Review and comment on the weekly cash flow variance report, draft an and submit same to the Agent. Meet with K. Ramanathan to discuss deliverables and review AR collection actual results for current vs. delinquent accounts. Review and comment on a draft Board of Directors presentation. Participate in a Board of Directors meeting. Meet with K. Ramanathan re: AR bucket analysis and provide historical charts for November and December. Meet with S. Thibodaux (USAD) to review several customer service issues and procedures. Meet with N. Chiong (USAD) to discuss several personnel related issues. Travel from Virginia.

15 Case CSS Doc Filed 06/21/16 Page 12 of 18 USA Discounters - Time Summary Laurence Sax, Senior Director Restructuring Day Date Time Rate Billing Detail Fri 5/27/ NA NA Mon 5/30/ NA NA Review and approve numerous wire and check disbursements. Discuss several personnel and HR issues with N. Chiong (USAD) and B. Milligan (USAD). Review and comment on a draft MOR, discuss same with L. Martinez (USAD). Discuss several operational issues with T. Haldeman (USAD). Review detailed list of pending Norfolk and Virginia Beach garnishments, as provided by T. Haldeman (USAD). Prepare an MTD collections performance analysis. Review in detail the current status of priority tax claims. Review and comment on a draft cash collateral budget, discuss same several times with L. Martinez (USAD). Review corporate rent payment, approve same. Discuss current status and open issues in the customer service department with S. Thibodeau (USAD). Revised IT projects and open issues with D. Breitkreutz (USAD). Tue 5/31/ NA NA NA NA Review and comment on a draft Monthly Operating Report (MOR). Participate in a call with K. Ramanathan to provide findings from the AR analysis and MOR comments. Participate in a conference call with K. Ramanathan and L. Martinez (USAD) to finalize the cash collateral budget and MOR. Review and comment on certain legal matters as requested by counsel. Travel to Washington D.C. for the multi-state AG mediation. Review in detail opening AR balances vs. projection with L. Martinez (USAD). Correspond with counsel regarding several outstanding legal issues. Prepare and distribute the latest weekly analysis of collections performance and productivity metrics. Review and comment on the weekly cash flow variance report, draft an and submit same to the Agent.

16 Case CSS Doc Filed 06/21/16 Page 13 of 18 USA Discounters - Time Summary Kumanan Ramanathan, Senior Associate Restructuring Day Date Time Rate Billing Detail Mon 5/2/ $ 500 $ 5, Review cash collateral budget with L. Martinez (USAD) and prepare minor changes to certain disbursements. Prepare cash flow variance analysis for 4/30. Update fee application tracker. Adjust timing of allotments and ACH on NAR reports. Review cash flow variance analysis with L. Martinez (USAD) and apply changes to notes. Apply additional changes to the draft cash collateral budget and distribute to team. Prepare new professional fee schedule showing time and expenses by month. Format professional fee app tracker and distribute to J. Sciametta. Travel to Norfolk. Tue 5/3/ $ 500 $ 4, Review retention and severance payouts scheduled for June from HR and provide corrections. Meeting with L. Sax to review cash collateral budget. Amend minor changes to the cash collateral budget and send to J. Sciametta for final review. Distribute cash flow variance analysis for 4/30 to L. Sax for final review. Prepare warranty costs schedule for post-filing period for L. Martinez (USAD). Prepare additional changes to the cash flow variance analysis. Discuss DTK and Pachulski fee applications with KTBS. Review collections performance and productivity trend provided by L. Sax. Wed 5/4/ $ 500 $ 4, Revise cash collateral budget for severance and retention timing. Update the receipts model file, including copying over the May 01 AR file, April cash receipts, April charge-offs, and updating various formulas to roll forward the model. Review legal/recovery tracker for March with L. Sax and provide clarity on certain fields. Update legal/recovery tracker for new metrics, including number of cases filed during the month. Initiate wire transfer to lender for debt pay down. Review and forward monthly fee application to L. Martinez (USAD) to disburse when due. Thu 5/5/ $ 500 $ 3, Create public version of the cash collateral budget. Review fee and expenses for Troutman and discuss budget carryforward with KTBS. Respond to S. Faulders (Troutman) regarding upcoming May invoice and their ability to carryforward unused budget amounts. Meeting with L. Sax to discuss previous cash collateral budget and current cash collateral budget. Respond to L. Sax's inquiries regarding payroll matters. Work on rolling forward 5/13 OLA and it's supporting schedules. Travel from Norfolk. Fri 5/6/ $ 500 $ 3, Finalize the April receipts model update using the May 01 data files. Distribute updated receipts model to L. Sax and provide analysis on current trend. Call with L. Martinez (USAD) to obtain update on the tax claims. Continue to update the 5/13 OLA, including the detailed supporting schedules for corporate and finance departments, and the debt bridge. Review lender legal counsel's invoice and forward to L. Martinez (USAD) to disburse when due. Sun 5/8/ $ 500 $ 2, Continue developing 5/13 OLA, including cross referencing and tying amounts to the 4/15 OLA. Adjust the 5/13 OLA bridge page to variance against the period between May 2016 through April Review 5/13 OLA assumptions, including payroll tax rates, up ticking group insurance, and amending termination dates. Mon 5/9/ $ 500 $ 4, Continue to update the 5/13 OLA, including rolling forward the creditor recovery and bridge, monthly breakdown, and supporting detail schedules. Meeting with L. Sax to discuss the week's deliverables. Update professional fee tracker and link to the new 5/13 OLA. Roll forward receipts model AR balances through the 5/13 OLA and update payroll assumptions and termination dates. Discuss deliverable due dates with KTBS. Travel to Norfolk. Tue 5/10/ $ 500 $ 5, Review severance and retention schedule prepared by T. Dorsey (USAD) and provide changes and feedback. Meeting with T. Dorsey (USAD) to walk through additional changes for specific employees. Review final severance and retention schedule which will be used to generate agreements. Call with J. Sciametta to discuss specific language in the employment agreements. Discuss agreement changes with KTBS and communicate to L. Sax. Continue updating 5/13 OLA, including professional fees, changes to insurance refunds and group insurance, timing of taxes, and shifting items for emergence. Prepare cash flow variance analysis.

17 Case CSS Doc Filed 06/21/16 Page 14 of 18 USA Discounters - Time Summary Kumanan Ramanathan, Senior Associate Restructuring Day Date Time Rate Billing Detail Wed 5/11/ $ 500 $ 5, Finalize cash flow variance analysis and prepare draft to lenders. Amend 5/13 OLA to include insurance refunds and distribute to L. Sax for review. Update monthly operating deck for April, including collections and legal recovery trends, updating AR delinquency graphs, creating a debt/ola bridge, and updating various notes. Update the cost per collector charts on the monthly operating deck for April and variance results against January. Meeting with L. Sax and L. Martinez (USAD) to discuss employment agreements and retention payments. Meeting with T. Dorsey (USAD) to review proposed amendment to agreements. Thu 5/12/ $ 500 $ 3, Develop new tool for legal recovery team to automate check requests. Meeting with L. Martinez (USAD) to discuss check request form. Include macro within the new tool to assist with automating fields. Review Blank Rome's April invoice and update the OLA. Call with J. Sciametta to discuss updates to the OLA. Roll forward cash flow model for subsequent week's reporting. Travel from Norfolk. Fri 5/13/ $ 500 $ 2, Call with J. Sciametta to review revisions to the 5/13 OLA. Apply changes to the 5/13 OLA, prepare draft to Wells and distribute to L. Sax for review. Review facts re: BB&T reserve. Call with KTBS to discuss reserve accounts and claim. Discuss claims with L. Martinez (USAD). Update fee app tracker. Distribute final 5/13 OLA to FTI. Mon 5/16/ $ 500 $ 2, Prepare a clean version of the 5/13 OLA as per request from FTI. Prepare schedule for cash flows for post-petition period through May 7, 2016, as per request from FTI. Call with L. Martinez (USAD) to discuss details of reserve account. Review facts re: reserve account. correspondence with KTBS to discuss claims issues. Tue 5/17/ $ 500 $ 1, Prepare cash flow variance analysis. Call with L. Martinez (USAD) to discuss certain disbursements for third party warranty refunds. Distribute cash flow variance analysis to L. Martinez (USAD) and discuss revisions/changes. Distribute final cash flow variance analysis to L. Sax and prepare draft for lenders. Wed 5/18/ $ 500 $ 2, Various calls with L. Sax to discuss professional fee payments, monthly operating deck and various other matters. correspondence with KTBS re: priority and admin claims. correspondence with KCC to obtain updated claims report. Begin cross referencing most recent claims analysis against KCC's updated claims report. Call with KTBS to discuss professional fee payments for certain firms. correspondence with KTBS re: fee payments. Update claims status and input new claims into claims analysis model. Thu 5/19/ $ 500 $ Update fee tracker and advise L. Martinez (USAD) on wire transfer amounts. Fri 5/20/ $ 500 $ 2, Update call with L. Sax. Approve wire transfer for professionals. Continue updating claims analysis workbook using latest claims data from KCC. Begin putting together potential list of parties to potentially withdraw claims. Sun 5/22/ $ 500 $ 1, Begin developing April 2016 MOR package and rolling forward 6/15 OLA schedules. Tue 5/24/ $ 500 $ 3, Work through April 2016 MOR supporting schedules. Approve wire transfers. correspondence with L. Sax re: AR activity. Review extract of the receipts model from January and distribute to L. Sax. Review actual AR collections data through April 2016 and determine the decline of the current and delinquent portions. Provide B. Milligan (USAD) with June AR targets. Review cash collateral budget and provide L. Martinez (USAD) with thresholds. correspondence with J. Sciametta to discuss funding into escrow. Travel to Norfolk.

18 Case CSS Doc Filed 06/21/16 Page 15 of 18 USA Discounters - Time Summary Kumanan Ramanathan, Senior Associate Restructuring Day Date Time Rate Billing Detail Wed 5/25/ $ 500 $ 6, Call with J. Sciametta to review BOD deck. Amend the BOD deck and circulate to team for additional comments. Meeting with T. Dorsey (USAD) to discuss changes to staffing hours and update payroll data sheet for changes. Begin working on updated cash collateral budget. Meeting with L. Sax to discuss deliverables and review AR collection actuals for current vs delinquent. Review comments on BOD deck from KTBS and amend BOD deck. Call with T. Dorsey (USAD) to discuss multistate AG matters. Call with KTBS to discuss HQ lease modification facts. Distribute final BOD deck to J. Sciametta. Prepare cash flow variance analysis for May 21 and review with L. Martinez (USAD). Distribute final cash flow variance analysis to L. Sax and prepare draft to lenders. Review most recent headcount detail from N. Chiong (USAD) and discuss changes. Update claims analysis data and provide KTBS with status. Call with KCC to discuss changes to the 5/18 claims raw data dump. Amend lease rejection schedule to reflect calculation formula. Discussion with T. Dorsey (USAD) re: certain landlords and the terms of their 2015 settlement. Provide B. Milligan (USAD) with AR and legal recovery targets for July and August. Update the notes to the cash collateral budget and the employee liability chart. Thu 5/26/ $ 500 $ 5, Meeting with L. Sax re: AR bucket analysis and provide historical charts for November and December. Review L. Sax's AR schedule. Continue developing April MOR, including professional fees, cash flow, bank reconciliation, AR reconciliation and holdings/credit cash flows. Update 11th cash collateral budget schedules, including professional fees, disbursement timings, employee chart and notes. Provide L. Sax with AR trend analysis data. Discussion with N. Chiong (USAD) re: employee severance and retention payments. Cross-reference expected payout of severance and retention against records to ensure no variances against plan. Update fee application tracker. correspondence with KCC to follow up on missing March and April invoices. Compare cash collateral budget to prior version and most recently approved version. Fri 5/27/ $ 500 $ 4, Finalize qualitative pages of the cash collateral budget and provide to KTBS for comments/changes. Calculate total disbursements during April for the MOR disclosure note. Finalize other MOR supporting schedules and merge with sections provided by L. Martinez (USAD). Distribute final April MOR to L. Sax for review. Approve wire transfers for professionals. Adjust projected timing of payments to professionals in the cash collateral budget using updated fee application tracker. Review KCC's March and April invoices. Travel from Norfolk. Mon 5/30/ $ 500 $ 3, Update week 1 timing of professional fees on cash collateral budget. Update fee app tracker and revise week 1 and week 2 payments on the updated cash collateral budget. Follow up on outstanding wire transfers to professionals. Prepare summary for cash collateral budget outlining certain items. Adjust fees for certain professionals based on workload as per guidance from KTBS. Tue 5/31/ $ 500 $ 4, Prepare cash flow variance analysis. Distribute cash flow variance analysis to L. Martinez (USAD) and discuss revisions/changes. Distribute final cash flow to L. Sax for review. Prepare draft to lenders summarizing the cash flow variance analysis. Call to discuss status updates and tax audit results with L. Martinez (USAD). Respond to L. Sax on comments re: MOR. Conference call with L. Sax and L. Martinez (USAD) to finalize cash collateral budget and MOR. Prepare actual vs budget AR charge off activity from January through April. Prepare a secondary analysis that further breaks gross A/R into categories, and perform analysis on the data. Call with L. Sax to provide findings from the AR analysis $ 500 $ 82,400.00

19 Case CSS Doc Filed 06/21/16 Page 16 of 18 EXHIBIT B Expense Detail

20 Case CSS Doc Filed 06/21/16 Page 17 of 18 Date Amount Name Detail 5/1/16 $ Ramanathan, Kumanan Inter 03/18/16-04/17/16 Wireless Usage Charges 5/2/16 $ 0.10 Ramanathan, Kumanan Intercall Alloc-Billable 5/2/16 $ 2.54 Ramanathan, Kumanan Intercall Alloc-Billable 5/2/16 $ 8.06 Ramanathan, Kumanan Intercall Alloc-Billable 5/2/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/2/16 $ Ramanathan, Kumanan Taxi: Taxi to Airport 5/2/16 $ 6.53 Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/2/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/3/16 $ Ramanathan, Kumanan Business Meals (Attendees): Dinner in Norfolk 5/3/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/3/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/4/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/4/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/4/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/5/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/5/16 $ Ramanathan, Kumanan Airfare: Airfare from and to Norfolk 5/5/16 $ Ramanathan, Kumanan Car Rental: Rental in Norfolk 5/5/16 $ Ramanathan, Kumanan Taxi: Taxi from Airport 5/9/16 $ Ramanathan, Kumanan Taxi: Taxi to Airport 5/9/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/9/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/10/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/10/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/10/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/11/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/11/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/11/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/12/16 $ Ramanathan, Kumanan Airfare: Airfare from Norfolk 5/12/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/12/16 $ Ramanathan, Kumanan Car Rental: Rental in Norfolk 5/24/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/24/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/25/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/25/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/25/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/26/16 $ Ramanathan, Kumanan Individual Meals: Breakfast in Norfolk 5/26/16 $ Ramanathan, Kumanan Hotel: Hotel in Norfolk 5/26/16 $ Ramanathan, Kumanan Individual Meals: Dinner in Norfolk 5/27/16 $ Ramanathan, Kumanan Airfare: Airfare from Norolk 5/27/16 $ Ramanathan, Kumanan Car Rental: Rental in Norfolk $ 4, /3/16 $ Sax, Laurence Hotel: Hotel in VA 5/3/16 $ Sax, Laurence Individual Meals: Breakfast while travelling 5/3/16 $ Sax, Laurence Taxi: Taxi to airport 5/3/16 $ Sax, Laurence Airfare: Airfare to VA 5/4/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/4/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/4/16 $ Sax, Laurence Hotel: Hotel in VA 5/5/16 $ Sax, Laurence Individual Meals: Dinner while travelling 5/5/16 $ Sax, Laurence Car Rental: Rental car in VA 5/5/16 $ Sax, Laurence Airfare: Airfare to/from VA 5/8/16 $ Sax, Laurence Hotel: Hotel in VA 5/9/16 $ Sax, Laurence Hotel: Hotel in VA 5/9/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/9/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/10/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/10/16 $ Sax, Laurence Hotel: Hotel in VA 5/10/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/11/16 $ Sax, Laurence Taxi: Taxi home from airport 5/11/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/11/16 $ Sax, Laurence Car Rental: Rental car in VA 5/11/16 $ Sax, Laurence Airfare: Airfare from VA

21 Case CSS Doc Filed 06/21/16 Page 18 of 18 Date Amount Name Detail 5/11/16 $ Sax, Laurence Fuel: Rental car gas 5/12/16 $ Sax, Laurence Inter 04/13/16-05/12/16 Wireless Usage Charges 5/16/16 $ Sax, Laurence Individual Meals: Dinner at airport, flight delayed 5/16/16 $ Sax, Laurence Hotel: Hotel in VA 5/16/16 $ Sax, Laurence Taxi: Taxi to airport 5/16/16 $ Sax, Laurence Airfare: Airfare to/from VA 5/17/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/17/16 $ Sax, Laurence Hotel: Hotel in VA 5/17/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/18/16 $ Sax, Laurence Hotel: Hotel in VA 5/18/16 $ 3.93 Sax, Laurence Fuel: Rental car fuel 5/18/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/18/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/19/16 $ Sax, Laurence Taxi: Taxi home from airport 5/19/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/19/16 $ Sax, Laurence Car Rental: Rental car in VA 5/23/16 $ Sax, Laurence Airfare: Airfare to/from VA 5/23/16 $ Sax, Laurence Taxi: Taxi to airport 5/23/16 $ Sax, Laurence Hotel: Hotel in VA 5/23/16 $ Sax, Laurence Individual Meals: Dinner while travelling 5/24/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/24/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/24/16 $ Sax, Laurence Hotel: Hotel in VA 5/25/16 $ Sax, Laurence Hotel: Hotel in VA 5/25/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/25/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/26/16 $ Sax, Laurence Taxi: Taxi home from airport 5/26/16 $ Sax, Laurence Individual Meals: Dinner in VA 5/26/16 $ Sax, Laurence Car Rental: Rental car in VA 5/26/16 $ Sax, Laurence Individual Meals: Breakfast in VA 5/31/16 $ Sax, Laurence Airfare: Airfare to D.C. 5/31/16 $ Sax, Laurence Taxi: Taxi to airport 5/31/16 $ Sax, Laurence Taxi: Taxi to hotel 5/31/16 $ Sax, Laurence Business Meals (Attendees): Dinner in D.C. $ 6, /12/16 $ Sciametta, Joseph Inter 04/13/16-05/12/16 Wireless Usage Charges $ 11,057.38