UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re Chapter 11 BACKYARD BURGERS, INC., et al. Debtors.

1

Case No. 12-12882 (PJW) (Joint Administration Pending)

APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THE LAW FIRM OF GREENBERG TRAURIG, LLP AS COUNSEL FOR THE DEBTORS, NUNC PRO TUNC AS OF THE PETITION DATE

The above-captioned debtors and debtors-in-possession (collectively, the "Debtors") hereby submit this application (the "Application") pursuant to sections 327(a), 328(a), 329 and 1107(b) oftitle 11 ofthe United States Code (the "Bankruptcy Code"), Rules 2014(a), 2016(b) and 5002 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), for entry of an order: (a) authorizing the retention and employment of the law firm of Greenberg Traurig, LLP ("Greenberg Traurig") as counsel to the Debtors, nunc pro tunc as of the Petition Date (as defined herein) and (b) providing any additional relief required in order to effectuate the foregoing. The facts and circumstances supporting this Application are as set forth herein and in the Declaration of Maria J DiConza, Esq. (the "DiConza Declaration"), which is attached hereto as Exhibit "A" and incorporated herein by reference. In further support of this Application, the Debtors respectfully state as follows:

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.

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Status of the Case 1. On October 17,2012 (the "Petition Date"), each ofthe Debtors filed a voluntary

petition for relief under chapter 11 ofthe Bankruptcy Code (the "Cases"). 2. The Debtors have continued in possession of their properties and are operating

and managing their business as debtors-in-possession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code. 3. No request has been made for the appointment of a trustee or examiner and a

creditors' committee has not yet been appointed in these Cases. Jurisdiction, Venue and Statutory Predicates 4. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and

1334. Venue is proper in this district pursuant to 28 U.S.C. 1408. This matter is core within the meaning of 28 U.S.C. 157(b)(2). 5. The statutmy predicates for the relief sought herein are sections 327(a), 328(b),

329 and 1107(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a), 2016(b), and 5002, and Local Rule 2014-1. Background 6. The Debtors are an established quick-service restaurant chain with approximately

90 locations concentrated in the Southeast United States. The Debtors operate company owned locations and maintain a franchise network of individually owned restaurants which collectively employ approximately five hundred and twelve (512) employees. Back Yard Burgers began as a single restaurant in Cleveland, Mississippi in 1987, and today, the Debtors pride themselves on having a strong reputation for offering big and bold backyard tastes served straight from the grill at value prices. The Debtors compete for business by offering black-angus hamburgers and

chicken grilled on-site on charcoal grills, providing savory flavors most usually found only in
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neighborhood back yards. Meal offerings include chicken sandwiches, turkey burgers, hot dogs, salads, sides, and desserts; however, the main focus of the menu is centered on the Debtors' premium Black Angus burgers. 7. The Debtors own and operate approximately 25 restaurants (excluding franchised

locations), positioned as quick-service dining destinations where families and children can enjoy a wide variety of freshly prepared meals and desserts for lunch and dinner. Restaurant operations generated $18.4 million in revenue in the first eight (8) months of 2012 with a $2.4 million EBITDA loss. 8. The Debtors also have contracted with approximately forty-two (42) franchisees

to operate more than sixty-four (64) restaurants under franchise agreements. Franchisees are offered the right to operate a Back Yard Burgers restaurant for an upfront fee, and franchised locations are operated under strict guidelines to present and preserve a unified brand image. Franchising offers stable cash flows from the collection of royalties and product purchases, accounting for approximately $1.3 million in revenue in the first eight (8) months of2012. 9. In the first nine months of2012, the Debtors reported a 0.8 percent decline and 1.8

percent incline in same store sales of franchise and company -operated stores, respectively. In the same segments, the Debtors reported declines of 4.0 percent and 5.7 percent, respectively, in 2011. These decreases were driven by a decline in guest traffic. 10. A detailed factual background of the Debtors' businesses and operations, as well

as the events precipitating the commencement of these Cases, is more fully set forth in the
Declaration of James E. Boyd, Jr. in Support of the Debtors' Chapter 11 Petitions and Requests for First Day Relief (the "First Day Declaration"), filed on the Petition Date and incorporated

herein by reference.

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Relief Requested

11.

By this Application, the Debtors respectfully request that this Court enter an order

authorizing them to employ and retain Greenberg Traurig as their counsel in these Cases, nunc
pro tunc as of the Petition Date.

12.

The Debtors seek to retain Greenberg Traurig because of the firm's extensive

experience and knowledge in the field of debtor and creditor rights and business reorganizations under chapter 11 of the Bankruptcy Code. Moreover, Greenberg Traurig is well suited for the type of representation required by the Debtors. Greenberg Traurig maintains an office for the practice of law in Wilmington, Delaware, where these Cases are pending, and has extensive experience appearing before the courts in this District. In addition, Greenberg Traurig has Greenberg Traurig is an

substantial experience representing debtors in reorganization cases.

international law firm with more than 1,700 attorneys in 35 offices. The members of the firm practice in almost every practice area, including bankruptcy, workouts, litigation, business, employment, tax, labor, corporate, and commercial law. 13. Accordingly, the Debtors determined that Greenberg Traurig has the resources and

experience necessary to represent them in these Cases. Furthermore, Greenberg Traurig has become intimately familiar with the Debtors' business and operations and many of the legal issues that may arise in the context of these Cases while acting as the Debtors' corporate, litigation and restructuring counsel prior to the Petition Date. Thus, the Debtors desire that Greenberg Traurig continue to represent them in connection with these Cases. The Debtors believe that Greenberg Traurig's employment is in the best interests of the Debtors, their estates, and their creditors.

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Scope of Employment

14.

The professional services that Greenberg Traurig expects to render to the Debtors

include, but shall not be limited to, the following: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their business and management of their property; negotiating, drafting, and pursuing all documentation necessary in these Cases; preparing on behalf of the Debtors all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; appearing in Court and protecting the interests of the Debtors before the Court; negotiating and taking all necessary or appropriate actions in connection with a plan or plans of reorganization and all related documents thereunder and transactions contemplated therein; assisting with any disposition of the Debtors' assets, by sale or otherwise, if applicable; attending all meetings and negotiating with representatives of creditors, the United States Trustee, and other parties-in-interest; providing legal advice regarding bankruptcy law, corporate law, corporate governance, securities, employment, transactional, tax, labor, litigation, intellectual property, and other issues to the Debtors in connection with the Debtors' ongoing business operations; and performing all other legal services for and providing all other necessary legal advice to the Debtors which may be necessary and proper in these Cases.

b. c.

d. e.

f.

g. h.

1.

15.

Subject to this Court's approval of this Application, Greenberg Traurig has

indicated that it is willing to serve as Debtors' counsel in these Cases to perform the services described above.

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Greenberg Traurig's Disinterestedness

16.

As set forth in greater detail in the DiConza Declaration, Greenberg Traurig has

undertaken a conflicts check that compares certain Potentially Interested Parties (as defined in the DiConza Declaration) against a list of Greenberg Traurig's current and former engagements, clients, and adverse parties. To the best of the Debtors' knowledge based upon the DiConza Declaration, and except as otherwise set forth herein or therein, Greenberg Traurig (a) does not hold or represent any interest adverse to the Debtors or their chapter 11 estates, their creditors, or any other party-in-interest in connection with these Cases, and (b) is a "disinterested person" as that term is defined in section 101 (14) of the Bankruptcy Code. 17. Because Greenberg Traurig is a large firm with an international practice, the

Debtors are aware that Greenberg Traurig may currently represent or may have in the past represented certain creditors of the Debtors' estates or other parties-in-interest in matters umelated to the Debtors or these Cases, as disclosed in the DiConza Declaration. None of Greenberg Traurig's representations of any of the parties-in-interest in these Cases accounted for more than 2% of Greenberg Traurig's aggregate revenues during fiscal year 2011 or 2012 to date, nor does Greenberg Traurig represent such parties on any issue relating to the Debtors or their estates. Thus, Greenberg Traurig does not believe that any such engagement comprises a

material component of Greenberg Traurig's practice. 18. Through a firm-wide email, Greenberg Traurig is soliciting information from its

attorneys to determine whether any attorneys employed by Greenberg Traurig are related to the Bankruptcy Judge presiding over these Cases, the United States Trustee for Region 3, or any attorney known by Greenberg Traurig to be employed in the Wilmington Office of the United States Trustee.

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19.

In the event that any related information was or is received relevant to this

Application, Greenberg Traurig either has included, or will supplement, the DiConza Declaration with such information. In addition, Greenberg Traurig will continue to review its conflict results and any additional information or parties-in-interest and amend or supplement the DiConza Declaration as necessary.

Professional Compensation
20. Section 328(a) of the Bankruptcy Code authorizes the employment of a

professional person on any reasonable terms and conditions of employment, including on an hourly basis. See 11 U.S.C. 328(a). Greenberg Traurig intends to apply for compensation for professional services rendered in connection with these Cases subject to the approval of this Court and in compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Rules, and orders of this Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by Greenberg Traurig. A statement pursuant to Rule 2016 of the Bankruptcy Rules and section 329 of Bankruptcy Code is attached hereto as Exhibit "B" and is incorporated herein by reference. Greenberg Traurig has advised the Debtors that the current hourly rates applicable to the principal attorneys and paralegals proposed to represent the Debtors are:

Professional Nancy A. Mitchell Maria J. Di Conza Dennis A. Meloro Matthew L. Hinker Alexandra Aquino-Fike Shannon M. Thompson (JD, Law Clerk) Elizabeth Thomas (Paralegal)

Rate Per Hour $955.00 $810.00 $530.00 $460.00 $460.00 $320.00

$245.00

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Other attorneys and paralegals will render serv1ces to the Debtors as needed. Greenberg Traurig's hourly rates are in the following ranges: Professional Shareholders Of Counsel Associates Legal Assistants/Paralegals 21. Rate Per Hour $350 to $1100 $230 to $1010 $120 to $720 $50 to $320

Generally,

The Debtors understand that the hourly rates set forth above are subject to periodic

adjustments to reflect economic and other conditions. Greenberg Traurig agrees that it will not charge any rate over $1,000 in these cases. Greenberg Traurig has agreed to discount Greenberg Traurig's hourly rates by twelve percent (12%) during the pendency ofthese chapter 11 cases. 22. The hourly rates set forth above are Greenberg Traurig's standard hourly rates for

work of this nature inside or outside bankruptcy. These rates are set at a level designed to fairly compensate Greenberg Traurig for its work and to cover fixed and routine overhead expenses. It is Greenberg Traurig's policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client's case. The expenses charged to clients include, among other things, telephone and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, document processing, photocopying charges, travel expenses, expenses for working meals, computerized research, and transcription costs, as well as nonordinary overhead expenses such as overtime for secretarial personnel and other staff. Greenberg Traurig will charge the Debtors' estates for these expenses in a manner and at rates consistent with charges made generally to Greenberg Traurig's clients outside of bankruptcy. Greenberg Traurig believes that these expenses should be fairly charged to the clients incurring them rather than to increase the hourly rates and spread the expenses among all clients. In addition,

Greenberg Traurig intends to seek compensation for all time and expenses associated with its

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retention in accordance with sections 330 and 331 ofthe Bankruptcy Code and any orders ofthis Court, including the preparation of this Application, the DiConza Declaration, and related documents, as well as any monthly fee statements or interim or final fee applications and related Issues. 23. Prior to the Petition Date, Greenberg Traurig received from the Debtors various

advance payment retainers totaling $297,000, which have been applied in satisfaction of prepetition fees and expenses incurred by Greenberg Traurig on behalf of the Debtors. 24. Other than as set forth herein, there is no proposed arrangement to compensate

Greenberg Traurig. Greenberg Traurig has not shared, nor agreed to share, (a) any compensation it has received or may receive with any other party or person, other than with the shareholders, counsel, and associates of Greenberg Traurig, or (b) any compensation another person or party has received or may receive.
Request for Approval of Retention of Greenberg Traurig, Nunc Pro Tunc as of the Petition Date

25.

The Debtors request that Greenberg Traurig's retention be made effective, nunc

pro tunc as of the Petition Date, in order to allow Greenberg Traurig to be compensated for the

work it performs for the Debtors following the Petition Date and prior to the Court's consideration and approval of this Application. With the filing of these Cases, Greenberg

Traurig will immediately have to turn its attention to urgent matters including, but not limited to, finalizing various "first day" and "second day" motions, and addressing a variety of business, employee, and creditor related issues which are expected to arise as a result of these chapter 11 filings. The Debtors submit that under the circumstances, retroactive approval to the Petition Date is warranted. See, e.g., FIS Airlease IL Inc. v. Simon (In re FIS Airlease II, Inc.), 844 F.2d 99, 103 (3d Cir. 1988), cert. denied, 488 U.S. 852 (1988); Indian River Homes, Inc. v. Sussex
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Trust Co., 108 B.R. 46, 51 (D. Del. 1989) (approval of debtor's employment of attorney and real
estate agent as of a prior date was not an abuse of discretion).

Notice
26. Notice of this Motion has been given to the following parties or, in lieu thereof, to

their counsel, if known: (a) the Office of the United States Trustee for the District of Delaware; (b) counsel to Harbert Mezzanine Partners, L.P ., as the Debtors' prepetition lenders; (c) counsel to Pharos Capital Partners II, L.P. and Pharos Capital Partners II-A, L.P., as the Debtors' postpetition lenders; (d) creditors holding the thirty (30) largest unsecured claims as set forth in the consolidated list filed with the Debtors' petitions; (e) those parties requesting notice pursuant to Rule 2002; (f) the Office of the United States Attorney General for the District of Delaware; and (g) the Internal Revenue Service. In light of the nature of the relief requested herein, the Debtors submit that no other or further notice is necessary.

No Prior Request
27. other court. No previous application for the relief sought herein has been made to this or any

Conclusion
WHEREFORE, the Debtors respectfully request that this Court enter an order granting the relief requested herein and that it grant the Debtors such other and further relief as is just and proper. Dated: October 17, 2012 BBAC, LLC, et al., Deb d Debtors-in-Possession

s E. Boyd, Jr. hief Executive Officer 10

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Exhibit "A" DiConza Declaration

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re Chapter 11 BACKYARD BURGERS, INC., et al. 1 Case No. 12-12882 (PJW) Debtors. (Joint Administration Pending)

DECLARATION OF MARIA J. DICONZA, ESQ. IN SUPPORT OF APPLICATION OF THE DEBTORS FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THE LAW FIRM OF GREENBERG TRAURIG, LLP AS COUNSEL FOR THE DEBTORS, NUNC PRO TUNC AS OF THE PETITION DATE

I, Maria J. DiConza, Esq., declare under penalty of perjury: 1. I am a shareholder at the law firm of Greenberg Traurig, LLP ("Greenberg

Traurig"), which maintains offices throughout the world, including at 1007 North Orange Street,

Suite 1200, Wilmington, Delaware, 19801. I am resident in the firm's New York office. I submit this Declaration (the "Declaration") on behalf of Greenberg Traurig in support of the application (the "Application") 2 of the above-captioned debtors and debtors-in-possession (collectively, the "Debtors") pursuant to sections 327(a), 328(a), 329 and 1107(b) oftitle 11 of the United States Code (the "Bankruptcy Code"), Rules 2014(a), 2016(b), and 5002 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 ofthe Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") for entry of an order: (a) authorizing the retention and employment of the law firm of Greenberg Traurig as counsel for the Debtors, nunc pro tunc as of the Petition Date, and (b) providing any

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: Back Yard Burgers, Inc. (7163), BYB Prope1ties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

FTL 108934224v2

additional relief required to effectuate the foregoing. Except as otherwise indicated herein, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto. 3
Qualifications of Greenberg Traurig

2.

Greenberg Traurig maintains an office for the practice of law in Wilmington, Greenberg Traurig has extensive experience

Delaware, where these Cases are pending.

appearing before courts in this District and has substantial experience representing debtors in chapter 11 cases. Greenberg Traurig also has the resources and experience necessary to represent the Debtors in these Cases. Furthermore, Greenberg Traurig has become intimately familiar with the Debtors' business and operations and many of the legal issues that may arise in the context of these Cases while acting as the Debtors' corporate, litigation and restructuring counsel prior to the Petition Date.
Greenberg Traurig's Disclosures Procedures

3.

To the best of my knowledge and information after due inquiry, and except as

disclosed herein, Greenberg Traurig has no known connection with the Debtors, their creditors, any other party-in-interest herein, or their respective attorneys or professionals, and does not hold, or represent any entity having an adverse interest in connection with these Cases. For so long as Greenberg Traurig represents the Debtors, and absent further order of this Court, Greenberg Traurig will not represent any entity other than the Debtors in connection with these chapter 11 Cases. 4. As more fully described hereinafter, Greenberg Traurig maintains a computer

client database (the "Client Database") containing the names of all of Greenberg Traurig's

Ce1tain of the disclosures herein relate to matters within the knowledge of other attorneys at Greenberg Traurig.

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current and former clients and, where practical, the known affiliates of those clients.

In

connection with preparing this Declaration, I caused to be submitted to, and caused to be checked against, the Client Database those potentially interested parties in these Cases listed in
Attachment "1" hereto, which party names were provided to Greenberg Traurig by the Debtors

(collectively, the "Potentially Interested Parties"). Greenberg Traurig compared the names of the Potentially Interested Parties against the Client Database. 5. This inquiry revealed that certain of the Potentially Interested Pmiies are current

or former Greenberg Traurig clients (a list of such parties is attached hereto as Attachment "2", incorporated herein by reference, and is referred to herein as the "Client Match List"). Through the information generated from the above-mentioned computer inquiry, and through follow-up inquiries with Greenberg Traurig attorneys responsible for certain clients listed on the Client Match List to the extent necessary, Greenberg Traurig determined that its representation of those clients on the Client Match List concerns matters umelated to the Debtors and these chapter 11 Cases. 6. Through a firm-wide email, Greenberg Traurig is soliciting information from its

attorneys to determine whether any attorneys employed by Greenberg Traurig are related to the Bankruptcy Judge presiding over these Cases, the United States Trustee for Region 3, or any attorney known to Greenberg Traurig to be employed in the Wilmington Office of the United States Trustee. Greenberg Traurig is also soliciting information from its attorneys to determine if any attorneys employed by Greenberg Traurig are equity security holders of any of the Debtors. Except as otherwise set forth herein, no such connections have been discovered to date. In the event that any additional information is received, Greenberg Traurig will supplement this Declaration to the extent necessary.

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7.

Greenberg Traurig maintains and systematically updates its Client Database in the

ordinary course of business, and it is the regular practice of Greenberg Traurig to make and maintain these records. The Client Database maintained by Greenberg Traurig is designed to include every matter on which Greenberg Traurig is now or has been engaged, the entity by which Greenberg Traurig is now or has been engaged and, in each instance, the identity of related parties and adverse parties and the name of the attorney at Greenberg Traurig that is knowledgeable about the matter. It is the policy of Greenberg Traurig that no new matter may be accepted or opened without completing and submitting to those charged with maintaining the Client Database the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter, and related and adverse parties. Accordingly, the Client Database is regularly updated for every new matter undertaken by Greenberg Traurig. 8. With more than 1,700 lawyers internationally, Greenberg Traurig has connections

with certain creditors and other patties-in-interest in these Cases. Those connections include representation of the entity, an affiliate, or related party, as well as representation of parties adverse to such parties, affiliates, or related parties. In addition to the connections disclosed herein and in Attachment "2", it is possible that Greenberg Traurig and certain of its shareholders, counsel, and associates may have in the past represented, may currently represent, and may in the future represent parties-in-interest of the Debtors in connection with matters unrelated to the Debtors or these Cases. Moreover, Greenberg Traurig appears in many cases, proceedings, and transactions involving different attorneys, financial consultants, and investment bankers, some of which may now or in the future represent the Debtors, Potentially Interested Parties, or other parties-in-interest in these Cases. From time to time, Greenberg Traurig will supplement this Declaration to the extent necessary.

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9.

None of Greenberg Traurig's representations of any of the parties-in-interest in

these Cases accounted for more than 2% of Greenberg Traurig's aggregate revenues during fiscal year 2011 or 2012 to date, nor does Greenberg Traurig represent such parties on any issue relating to the Debtors or their estates. As in any complex chapter 11 case, however, it may become necessary for the Debtors to pursue legal action against certain parties who appear on the Client Match List. In that event, to the extent required by the Bankruptcy Code or applicable ethical rules governing the conduct of attorneys and law firms, the Debtors will retain and assign conflicts counsel with the task of pursuing such matters.
Particular Disclosures

10.

In addition to all other disclosures set forth herein, the following are certain

relevant disclosures which Greenberg Traurig is bringing to the attention of the Comi and other parties-in-interest in these Cases. a. Prior to the Petition Date, Greenberg Traurig previously represented BBAC, LLC, the holding company that is the ultimate parent of all of the Debtors in addition to the Debtors. BBAC is not part of the filing and will be dissolved after the Effective Date Greenberg Traurig also has represented and may in the future represent Pharos Capital Group, LLC ("Pharos") in connection with matters unrelated to the Debtors. In addition, Greenberg Traurig represented the Debtors and Pharos as guarantor in connection with the Debtors' secured loan with Regions Bank (the "Regions Loan"), which Regions Loan is no longer outstanding. Greenberg Traurig does not believe that its representation of Pharos on unrelated matters or in providing a guarantee in connection with the Regions Loan constitutes an interest adverse to the Debtors or these Cases. Greenberg Traurig has not and will not represent Pharos in or with respect to these Cases nor have any of the attorneys at Greenberg Traurig representing the Debtors in these Cases represented Pharos in any matters. Pharos has provided a waiver to Greenberg Traurig in connection with these Cases. In addition, the Debtors anticipate seeking to retain conflicts counsel to handle any matter which may arise during the cases in which Greenberg Traurig has a conflict.

b.

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11.

Based on the foregoing and except as otherwise set forth herein, neither I,

Greenberg Traurig, nor any shareholder, of counsel, or associate thereof, insofar as I have been able to ascertain based on the information currently available to me, represents any interest adverse to the Debtors in these Cases or related to the matters for which Greenberg Traurig is to be engaged. To the best of my knowledge, information, and belief, Greenberg Traurig is a "disinterested person" as that term is defined in section 101 (14) of the Bankruptcy Code in that Greenberg Traurig, its shareholders, of counsel, and associates: a. b. are not creditors, equity security holders, or insiders of the Debtors; are not and were not, within two (2) years before the date of the filing of the Debtors' chapter 11 petitions, a director, officer, or employee of the Debtors; and do not have an interest materially adverse to the interest of the estates or any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or for any other reason.

c.

See 11 U.S.C. 101(14).

Scope of Employment

12.

The Debtors anticipate that Greenberg Traurig may render the following services

in these Cases pursuant to the terms described herein: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their business and management of their property; negotiating, drafting, and pursuing all documentation necessary in these Cases; preparing on behalf of the Debtors, all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; appearing in Court and protecting the interests of the Debtors before the Court;

b. c.

d.

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e.

negotiating and taking all necessary or appropriate actions in connection with a plan or plans of reorganization and all related documents thereunder and transactions contemplated therein; assisting with any disposition of the Debtors' assets, by sale or otherwise, if applicable; attending all meetings and negotiating with representatives of creditors, the United States Trustee, and other parties-in-interest; providing legal advice regarding bankruptcy law, corporate law, corporate governance, securities, employment, transactional, tax, labor, litigation, intellectual property, and other issues to the Debtors in connection with the Debtors' ongoing business operations; and performing all other legal services for, and providing all other necessary legal advice to, the Debtors which may be necessary and proper in these Cases.

f.

g.

h.

1.

Professional Compensation
13. Greenberg Traurig intends to apply for compensation for professional services

rendered in connection with these Cases subject to the approval of this Court and in compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, Local Rules, and orders of this Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incuiTed by Greenberg Traurig. Greenberg Traurig has advised the Debtors that the

current hourly rates applicable to the principal attorneys and paralegals proposed to represent the Debtors are:

Professional Nancy A. Mitchell Maria J. Di Conza Dennis A. Meloro Matthew L. Hinker Alexandra Aquino-Fike Shannon Thompson (JD, Law Clerk) Elizabeth Thomas (Paralegal)

Rate Per Hour $955.00 $810.00 $530.00 $460.00 $460.00 $320.00

$245.00

7
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Other attorneys and paralegals will render services to the Debtors as needed. Greenberg Traurig's hourly rates are in the following ranges:
Professional Shareholders Of Counsel Associates Legal Assistants/Paralegals Rate Per Hour $350 to $1100 $230 to $1010 $120 to $720 $50 to $320

Generally,

14.

The Debtors understand that the hourly rates set forth above are subject to periodic The hourly rates set forth above are

adjustments to reflect economic and other conditions.

Greenberg Traurig's standard hourly rates for work of this nature inside or outside bankruptcy. These rates are set at a level designed to fairly compensate Greenberg Traurig for its work and to cover fixed and routine overhead expenses. Greenberg Traurig agrees that it will not charge any rate over $1,000 in these cases. Greenberg Traurig has agreed to discount Greenberg Traurig' s hourly rates by twelve percent (12%) during the pendency of these chapter 11 cases. 15.
It is Greenberg Traurig' s policy to charge its clients in all areas of practice for all

other expenses incurred in connection with the client's case. The expenses charged to clients include, among other things, telephone and telecopier toll and other charges, mail and express mail charges, special or hand delivery charges, document processing, photocopying charges, travel expenses, expenses for working meals, computerized research, and transcription costs, as well as non-ordinary overhead expenses such as overtime for secretarial personnel and other staff. Greenberg Traurig will charge the Debtors' estates for these expenses in a manner and at rates consistent with charges made generally to Greenberg Traurig's clients outside of bankruptcy. Greenberg Traurig believes that these expenses should be fairly charged to the

clients incurring them rather than to increase the hourly rates and spread the expenses among all clients. In addition, Greenberg Traurig intends to seek compensation for all time and expenses

8
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associated with its retention in accordance with sections 330 and 331 of the Bankruptcy Code and any orders of this Court, including the preparation of the Application, this Declaration, and related documents, as well as any monthly fee statements or interim or final fee applications and related issues. 16. Prior to the Petition Date, Greenberg Traurig received from the Debtors various

advance payment retainers totaling $297,000, which have been applied in satisfaction of prepetition fees and expenses incurred by Greenberg Traurig on behalf of the Debtors.
17.

Except as otherwise set forth herein, there is no proposed arrangement to

compensate Greenberg Traurig. Greenberg Traurig has not shared, nor agreed to share (a) any compensation it has received or may receive with any other party or person, other than with the shareholders, of counsel, and associates of Greenberg Traurig, or (b) any compensation another person or party has received or may receive.
Request for Approval of Retention of Greenberg Traurig, Nunc Pro Tunc as of the Petition Date

18.

For the reasons stated in the Application, Greenberg Traurig has requested, and

the Debtors have agreed, that Greenberg Traurig's retention be approved nunc pro tunc as of the Petition Date, in order to allow Greenberg Traurig to be compensated for the work it has performed and is expected to perform for the Debtors following the Petition Date, but prior to the Court's consideration and approval ofthis Application. 19. By reason of the foregoing, I believe Greenberg Traurig is eligible for

employment and retention by the Debtors pursuant to sections 327(a) and 328(a) of the Bankruptcy code and applicable Bankruptcy Rules. 20. Pursuant to 28 U.S.C. 1746, I declare under the penalty of pe1jury that the

foregoing is true and correct, to the best of my knowledge.

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Dated: October 17, 2012

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Attachment 1 Potentially Interested Parties

A. Debtors

1. 2. 3. 4.

Back Yard Burgers, Inc. BYB Properties, Inc Little Rock Back Yard Burgers, Inc. Nashville BYB, LLC

B. Affiliates and Subsidiaries

1. 2. 3. 4.

Atlanta Burger BYB Corporation BBAC, LLC BBAC Merger Sub, Inc. BBC, LLC

C. Officers I Key Employees

1. James E. Boyd, Jr. 2. Maureen Coughlin 3. Valeria Stokes 4. Lorraine Brenner 5. Kendall Hodges 6. Dena Palmer 7. Paula Manley 8. Glen Ford 9. Julia Kimbrell 10. Sam Said 11. Bill Boller 12. Ricky Evans 13. Sheila Carpenter 14. Lisa Slate 15. Dave Hintz 16. Monty Jump 17. Travis Konemann 18. Laura S. DeRise 19. Robert Sells 20. Nikki Sells 21. Ashley White 22. Michael Kern 23. Robert Fuller 24. Kendall Hodges
1
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25. Michelle Daugherty 26. Patrick Macon

D. 1. 2. 3. 4. 5. Directors James E. Boyd, Jr. Jim Phillips Anna Kovalkova Karen Severino Pamela Jasinski

E. Lenders

1. Regions Bank (prior senior lender and current depository bank); 2. Harbert Mezzanine Partners II, L.P. (Mezzanine Loan Agreement);
F. Equity Holders

1. Reid M. Zeising 2. Pharos Capital Partners II, L.P. 3. Pharos Capital Partners II-A, L.P. 4. Steve Lynn 5. HMP IIIBBAC Holdings 6. J. Michael McCarthy 7. Michael G. Hostilo 8. William J. Folan 9. Joseph F. Rice 10. Mirasol Partners 11. Allen and Teresa Hughes 12. William L. Effinger III 13. Bradbury Family Partnership 14. John A. Cooper III 15. Peter de Vos 16. Jim Keegan 17. Caldwell D. Lowrance Jr. 18. Hughes Lowrance 19. Warren Nickolas Nunn 20. Clyde Warren Nunn 21. Steven E. Simpson 22. MS Partners LLC 23. MRS Investments LP 24. Brauer Capital LLC 25. WLB, LLC 26.Joel Wood
G. Potential Creditors (Excluding Utility Vendors, Listed Below)
2
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1. Lester's Back Yard Burgers Joint Venture I 2. Lester's Back Yard Burgers Joint Venture II 3. Lester's Back Yard Burgers Joint Venture III 4. Lester's Back Yard Burgers Joint Venture IV 5. Oscoda Plastics/Protect-All Flooring 6. Joe Weiss, Joe 7. Gunter Atkins 8. ROMAC Ventures 9. Andy Abbajay 10. James Autwell 11. Constance and Roy Bearden 12. Carl Diaz 13. Brady Keith 14. Nathan Steppach 15. Keisha Teague 16. PricewaterhouseCoopers 17. Whitehorn Tankersley & Co., PLLC 18. Grant Thornton LLP 19. Mercer Capital 20. CONWAY CORPORATION 21. UTILITY BILLING SERVICES 22. BEN KEITH FOODS 23. SPRINGFIELD GROCER COMPANY 24. DEPT. OF FINANCE AND ADMIN. 25. ARKANSAS REALTY DEVELOPMENT 26. PARK PLAZA MALL CMBS, LLC 27. 64 & 65 PARTNERSHIP 28. THOMAS HILBURN & KARLA HILBURN 29. SCHLERETH FAMILY, LLC 30. FOSTER ENTERPRISES 31. CAPITOL SERVICE COMPANY, INC 32. NORTH LITTLE ROCK ELECTRIC 33. CENTRAL ARKANSAS REFRIGERATION 34. GENESIS LAWN & LANDSCAPE 35. WONDER BREAD 36. STATE SYSTEMS, INC. 37. ALLIED WASTE SERVICES# 858 38. BROMLEY'S PARTS & SERVICE, INC 39. SOUTH CENTRAL SOUND 40. DON HOUFF PLUMBING CO. 41. AIMCO EQUIPMENT CO. LLC 42. LEE SLATER 43. TERMINIX PROCESSING CENTER 44. VALUE STREAM 45. NuC02 46. PEPSI-COLA COMPANY
3
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47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 90. 91. 92.

FIRST LOCK AND TOW ARROW PLUMBING, INC. Advantage Service Co, Inc DIRECT SOLUTIONS CINTAS CORPORATION ERC PARTS INC. GORDON FOOD SERVICE, INC. TENNESSEE DEPT OF REVENUE REALTY INCOME AETNA THOMAS AND THORNGREN, INC MS. STATE TAX COMMISSION CSI GLOBAL-FLEET CONCEPT TECHNOLOGY INC. DICKSON FLAKE PARTNERS, INC. ST. CLOUD PARTNERS, GP BEN KEITH FOODS TOM AND PAT LIVINGSTON RALPH LYNN JR. C&L PROPERTIES INC BATESVILLE BACK YARD PROPERTIES FLORIDA DEPARTMENT OF REVENUE HOMETOWN DEVELOPMENT INC JOHN H COCKE CHAIN RESTAURANT SOLUTIONS J.C. MICHAEL TRUST PAT DESANTIS RADIANT SYSTEMS CC TWO, LLC GILL PROPERTIES UMI, INC. CINTAS CORPORATION (CONSOL) PEIFER SAFE & LOCK CO. MEMPHIS MECHANICAL SERVICES IBC WONDERJHOSTESS JACKSON ENERGY AUTHORITY BENJAMIN D. & LAURIE H. RASNER LESTERS BYB JOINT VENTURES JULY REALTY QSRONLINE.COM ROOZIMAN SHAH GULF POWER COMPANY TRUEBRIDGE RESOURCES, INC CBASCOM FAMILY, LLC MILLINGTON PARTNERS, LP CBASCOM FAMILY, LLC 4

FTL 108934224v2

93. HORTON GROUP, INC 94. CYPRESS REALTY HOLDINGS CO. 95. WASTE MANAGEMENT OF AL 96. RETAIL MANAGEMENT SERVICES 97. DELORES W. HOLMAN 98. LITTLER 99. CENTRO HERITAGE SPE LLC 100. HOBART INC 101. SPRINGFIELD GROCER COMPANY 102. SELLS DEVELOPMENT, INC. 103. SHELBY DRIVE FOOD & FUEL LLC 104. DEPT. OF FINANCE AND 105. BAKER STOREY MCDONALD 106. PALMER BROTHERS 107. FLASH MARKET, INC 108. WILLIAM J. WEBB 109. COOK'S PEST CONTROL 110. ADP, INC. 111. M PALAZOLA PRODUCE CO 112. BROADMOOR INVEST CORP 113. SOUTH CENTRAL SOUND 114. State Systems, Inc. 115. TG PROMOTIONS 116. SHELBY DRIVE FOOD & FUEL LLC 117. MICHAEL'S ENTERPRISES 118. DAKOTA SERVICES LLC 119. SNYDER SERVICES PLUMBING CO. 120. KLOSTERMAN BAKING COMPANY 121. CHRISTOPHER REDHAGE 122. FRANDEAVOR WEST, LLC 123. GAYDEN SIGNS 124. NOVACOPY INC 125. HOMEWOOD SUITES 126. SOUTH CENTRAL A/V 127. ROYAL FLUSH PLUMBING SERVICES 128. GRIFFIN INDUSTRIES 129. RESTAURANT TECHNOLOGIES, INC 130. EM PRINTING LLC 131. GREER AND ASSOCIATES 132. HALL MAINTENANCE & REPAIR INC 133. JOHN EBOIGBE 134. CAREERBUILDER, LLC 135. DDI MEDIA 136. FEDERAL EQUIPMENT DEALERS INC 137. MOBILE FIXTURE & EQUIP CO 138. JACK'S LANDSCAPING MGMT. 5
FTL 108934224v2

139. 140. 141. 142. 143. 144. 145. 146. 147. 148. 149. 150. 151. 152. 153. 154. 155. 156. 157. 158. 159. 160. 161. 162. 163. 164. 165. 166. 167. 168. 169. 170. 171. 172. 173. 174. 175. 176. 177. 178. 179. 180. 181. 182. 183. 184.

PEPSI NuCO 2 JOSLIN SIGN COMPANY DAVID CLEVELAND PUMPING Handyman Connection OFFICE DEPOT INC Atech Inc A B ELECTRIC Advanced Power Technology CHOICE PROPERTY RESTORATION SHUTT ELECTRIC EMERALD BAY PLUMBING INC CITY GLASS COMPANY CHRISTINA ENGLISH CREATIVE LBMC MANAGES SECURITY SERVICES GULF COAST GREASE SAGE DANA JENSEN MARKBLAXTON MARK PITTMAN MIRIAM YOUNG PAM JONES DYKES RESTAURANT SUPPLY INC SIMPLEX GRINNELL FESCO DELL FINANCIAL SERVICES LLC RICHARD JOHNSON LINCOLN GLASS COMPANY, INC SM LAWRENCE CO., INC JefCo Air Conditioning & Refri FLOWERS BAKING CO. OF METRO MINI STORAGE CIT TECHNOLOGY FINANCING SERV NETWORK CONTRACT SOLUTIONS LLC HOME DEPOT CREDIT SERVICES ALEXANDER'S MOBILITY SERVICES FRANKLIN MACHINE PRODUCTS PUBLIC STORAGE ATL LANDSCAPING & MAINTENANCE XTREME AIR, INC. SHEILA CARPENTER SMITH LAWN & LANDSCAPE SVC JOE KING EMERALD LAKES COMMERCIAL OWNER MUZAK LLC ARAMARK REFRESHMENT SVCS INC 6

FTL 108934224v2

185. 186. 187. 188. 189. 190. 191. 192. 193. 194. 195. 196. 197. 198. 199. 200. 201. 202. 203. 204. 205. 206. 207. 208. 209. 210. 211. 212. 213. 214. 215. 216. 217. 218. 219. 220. 221. 222. 223. 224. 225. 226. 227. 228. 229. 230.

EXPENSE REDUCTION ANALYSTS TRI-STATE WINDOW CLEANING WR HR VENTURE PROPERTIES LLC AAA PLUMBLING & ELECTRICAL INC MARCK RECYCLING & WASTE OF NE COOLSPRINGS CROSSING A BEST LOCKSMITH MID-SOUTH SEPTIC TANK SERVICE GCS SERVICE, INC. MORRIS LAWN SERVICE, LLC HILLER PLUMBING, HEATING ORKIN PEST CONTROL Memphis Ice Machines AT&T MODERN ELECTRICAL CONTRACTING AJAX TURNER CO., INC JEREMY SYDORENKO D.L. BARKER PRODUCE, INC. A W HEATING AND AIR COND HOTEL & RESTAURANT SUPPLY STEEM MASTER CARPET CLEANER TN DEPT LABOR & WORKFORCE MERRYMAN-FARRLLC PEPSI-COLA COMPANY INETCO SOUTHERN EXTERMINATORS OF INDIAN LAKE MKT POA JACKSON RESTAURANT SUPPLY TOWNS UPHOLSTERY TERMINIX PEST CONTROL PRO TEC FIRE SYSTEMS, INC. ARKANSAS STATE HIGHWAY CITY OF OLIVE BRANCH FIRE KING SECURITY PRODUCTS BAKER STOREY MCDONALD COMMERCIAL ELECTRONICS GRANT THORNTON LLP JOHNSON'S ELECTRIC COMPANY ERC PARTS, INC RIGHT PLACE MEDIA, LLC GORDON FOOD SERVICE INC GENIE PLACE, LLC HERMITAGE COMMONS II, LLC TN DEPT OF REVENUE FIRE CONTROL EQUIPMENT, INC ATECH INCORPORATED 7

FTL 108934224v2

231. 232. 233. 234. 23 5. 236. 237. 238. 239. 240. 241. 242. 243. 244. 245. 246. 24 7.

FIRE KING SECURITY PRODUCTS KLOSTERMAN BAKING CO, Strategic Purchasing Services Friedman Schuman Corporate Services Corporation First State Telcom Blue Diamond Realty US Postmaster c/o USPS-Hasler Delaware Employment Training William Lambeth Lester Pattie F. Lester Patricia B. Litow Elizabeth B. Fox Charles Brian Fox David Patrick Fox Alexandra B. Litow Andrew R. Litow

H. Franchisees 1. Adkins Back Yard Burgers, LLC 2. Anton Airfood, Inc. 3. Aotearoa Enterprises, LLC 4. Back Yard Burgers ofNebraska, Inc. 5. Best Burger, Inc. 6. Bulldog Holdings, LLC 7. BYB Group of Hickory, LLC 8. BYB Investments, LLC 9. BYB of Collierville I A Weiss Company 10. BYB ofKnoxville, Inc 11. BYBCF, LLC 12. Charters 13. Chartwells 14. Cox Development Corp 15. D&M Services, Inc. 16. DNC (Delaware North Companies) Travel Hospitality Services 17. Equity Management, LLC 18. F & T Acquisitions, LLC 19. Freeland Enterprises, Inc. 20. Good StuffEnterprises, LLC 21. Hometown Development, Inc 22. Freeland Enterprises, Inc. 23. Hot Springs BYB, Inc. 24. Hurricane Development, Inc. 25. KSA Enterprises, Inc.
8
FTL 108934224v2

26. 27. 28. 29. 30. 31. 32. 33. 34. 3 5. 36. 37. 38. 39. 40. 41. 42.
I. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27.

M&S Restaurants & Thiara Enterprises, Inc. Manchikanti Restaurant Mgmt, Inc. Mountain Energy Corp Ozark Restaurant Group Inc PB Associates, LLC Phat Burgers, LLC Precision Approach, Inc. Resolute Burgers, LLC Resolute Burgers, LLC Back Yard Burgers Development, LLC ROMAC Ventures I, LP Strategic Approach, Inc. Tate BYB, LLC The Daulton Gang, Inc. The Freedom Group, Inc. Wakestone Enterprises, Inc. White Buffalo, LLC Landlords REALTY INCOME ST. CLOUD PARTNERS, GP TOM AND PAT LIVINGSTON LESTER'S BYB JOINT VENTURE I LESTER'S JOINT VENTURE IV RALPH LYNN JR. C&L PROPERTIES INC BATESVILLE BACK YARD PROPERTIE LESTER'S BYB JOINT VENTURE II JOHN H COCKE J.C. MICHAEL TRUST PAT DESANTIS CC TWO, LLC GILL PROPERTIES LESTERS BYB JOINT VENTURES ROOZIMAN SHAH CBASCOM FAMILY, LLC CYPRESS REALTY HOLDINGS CO. RETAIL MANAGEMENT SERVICES DELORES W. HOLMAN CENTRO HERITAGE SPE LLC PALMER BROTHERS FLASH MARKET, INC BAKER STOREY MCDONALD BROADMOOR INVEST CORP HOMETOWN DEVELOPMENT INC JULY REALTY
9

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28. 29. 30. 31. 32.

WILLIAM J. WEBB BENJAMIN D. & LAURIE H. RASNER MILLINGTON PARTNERS, LP DICKSON FLAKE PARTNERS, INC. SHELBY DRIVE FOOD & FUEL LLC

J. Litigation Parties

1. Oscoda Plastics/Protect-All Flooring 2. Joe Weiss 3. Gunter Atkins 4. ROMAC Ventures 5. Andy Abbajay 6. James Autwell 7. Constance and Roy Bearden 8. Carl Diaz 9. Brady Keith 10. Nathan Steppach 11. Keisha Teague 12. William Chancellor 13. Myra Hennessey 14. Janice Howell 15. Leonard Knight 16. Lilure Stagges 17. Richard & Delta Walters 18. Effie Walton

K. Professionals to be Retained in the Chapter 11 Cases

1. GA Keen Realty Advisors, LLC 2. Rust Consulting I Omni Bankruptcy

L. Ordinary Course Professionals (including law firms, accountants etc)

3. 4. 5. 6. 7. 8. 9. 10. 11. Grant Thornton LLP Sitrick & Company William R. Carmichael Arris Management Group, LLC John Harris, Jr. Sells Development, Inc. Radiant Systems, Inc. Royalties, Inc. QSROnline.com, Inc.

M. Utility Companies 1. AT&T 2. AT&T MOBILITY

10
FTL 108934224v2

3. AT&T TELECONFERENCE SVCS 4. ATMOS ENERGY 5. BARTLETTWATERDEPT. 6. CDE LIGHTBAND 7. CENTERPOINTENERGY 8. CHARTER COMMUNICATIONS 9. CITY OF BATESVILLE GAS & WATER 10. CITY OF BRENTWOOD 11. CITY OF FRANKLIN 12. CITY OF GERMANTOWN 13. CITY OF MILLINGTON 14. CITY OF OLIVE BRANCH 15. CITY OF PANAMA CITY BEACH 16. CITY OF SOUTHAVEN 17. CITYWATER&LIGHT 18. CLARKSVILLE GAS & WATER 19. COMCAST 20. COX COMMUNICATIONS 21. DIRECTTV 22. ENTERGY 23. GRANITE TELECOMMUNICATIONS 24. HENDERSONVILLE UTILITY DISTRICT 25. INFINITE ENERGY, INC 26. JACKSON ENERGY AUTHORITY 27. MALLORY VALLEY UTILITY DIST. 28. MEMPHIS LIGHT, GAS, AND WATER 29. METRO WATER SERVICES 30. MIDDLE TENNESSEE ELECTRIC 31. MILLINGTON CATV INC 32. MILLINGTON CITY SERVICES 33. MILLINGTON TELEPHONE CO 34. MURFREESBORO ELECTRIC DEPT. 35. MURFREESBORO WATER AND SEWER 36. NASHVILLE ELECTRIC SERVICE 37. NORTHCENTRAL MISSISSIPPI 38. OKALOOSA GAS DISTRICT 39. PIEDMONT NATURAL GAS 40. SOUTH WALTON UTILITY COMPANY 41. SPRINT 42. SUDDENLINK 43. TALLAHATCHIE VALLEY ELECTRIC 44. TECO PEOPLE GAS 45. THE NEXUS GROUP 46. TOWN OF COLLIERVILLE 47. WATER AUTHORITY OF DICKSON CTY 48. WINDSTREAM COMMUNICATIONS 11
FTL 108934224v2

49. 50. 51. 52. 53. 54. 55. 56. 57. 58.

COOKS PEST CONTROL ORKIN TERMINIX ALLIED WASTE SERVICES WASTE MANAGEMENT OF ALABAMA CITY OF JACKSON MARCK RECYCLING & WASTE SERVICES STANDARD ELECTRIC COMPANY ACKERMAN SECURITY SYSTEMS METRO ALARMS OFFICE

N. Insurance Providers
1. 2. 3. 4. 5. 6. 7. 8. 9. Westchester Fire Insurance Company Wausau Business Insurance Company Wausau Underwriters Insurance Company Philadelphia Indemnity Insurance Company HCC Specialty Liberty Mutual Group Liberty Mutual Group Liberty Insurance Corporation Liberty Mutual Group

0. Banks
1. 2. 3. 4. 5. Regions Bank (prior senior lender and current depository bank) 1st Security Fifth Third First Tennessee First Citizens

12
FTL 108934224v2

Attachment 2 Client Match List

The following names were compared to Greenberg Traurig's Client Database. As noted below, Greenberg Traurig has represented in the past or currently represents certain Potentially Interested Parties, including various entities that may be related to or affiliated with the Potentially Interested Persons, in matters unrelated to the Debtors or these chapter 11 cases. Potentially Interested Party PricewaterhouseCoopers Greenberg Traurig's Client Reference Greenberg Traurig has represented, currently represents, and in the future may represent PricewaterhouseCoopers. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Comcast. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent AT&T. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent DIRECTTV in matters that are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Entergy. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently
13
FTL 108934224v2

Comcast

AT&T

DIRECTTV

Entergy

1st Security Bank

represents, and in the future may represent 1st Security Bank. All matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Fifth Third Bank Greenberg Traurig has represented, currently represents, and in the future may represent Fifth Third Bank in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Rick A. Evans, who may or may not be related to the Ricky Evans disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases.

Ricky Evans

J. Michael McCarthy

Greenberg Traurig has represented, currently represents, and in the future may represent John McCarthy, who may or may not be related to the J. Michael McCarthy disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. In the past Greenberg Traurig represented John A. Cooper, who may or may not be related to the John A. Cooper III, an equity holder of the Debtors, in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Regions Bank. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently 14

John A. Cooper III

Regions Bank

Sprint

FTL 108934224v2

represents, and in the future may represent Sprint. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Charter Communications Greenberg Traurig has represented, currently represents, and in the future may represent Charter Communications, Inc. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Atmos Energy in matters unrelated to the Debtors or these chapter 11 cases. In the past Greenberg Traurig represented Grant Thornton LLP in matters that are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent First Tennessee Bank in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Dell Inc in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Illinois Tool Works, the parent company of Hobart Inc, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent The
15
FTL 108934224v2

Atmos Energy

Grant Thornton LLP

First Tennessee Bank

Dell Financial Services LLC

Hobart Inc

Home Depot Credit Services

Home Depot, USA. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Joe King Greenberg Traurig has represented, currently represents, and in the future may represent Joseph King, who may or may not be related to the Joe King disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. In the past, Greenberg Traurig represented John Harris, who may or may not be related to the John Harris, Jr. disclosed in the Declaration as a party in interest, in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Littler Mendelson in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future rhay represent Mood Media Corporation, the ultimate parent of Muzak LLC, disclosed in the Declaration as a party in interest, in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Office Depot, Inc. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Rollins Corporation, the ultimate parent of Orkin Pest Control, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which 16
FTL 108934224v2

John Harris, Jr.

Littler

Muzak LLC

Office Depot Inc

Orkin Pest Control

Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Pepsi Greenberg Traurig has represented, currently represents, and in the future may represent Pepsi. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Public Storage, Inc., who may or may not be related to the Public Storage disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Radiant Systems. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Realty Income, disclosed in the Declaration as a party in interest, in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent ADP, Inc on matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Aetna. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. 17
FTL 108934224v2

Public Storage

Radiant Systems

Realty Income

ADP, Inc

Aetna

AIMCO Equipment Co. LLC

Greenberg Traurig has represented, currently represents, and in the future may represent AIMCO. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Allied Waste. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Aramark Corporation. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Atech TotalSolutions Co. Ltd., who may or may not be related to the Atech Inc disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Ben E. Keith, who may or may not be related to the Ben Keith Foods disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Cypress Realty, Inc. Greenberg Traurig believes that all matters for which Greenberg 18

Allied Waste

Aramark Refreshment Svcs Inc

Atech Inc

Ben Keith Foods

Cypress Realty Holdings Co.

FTL 108934224v2

Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Richard Johnson Greenberg Traurig has represented, currently represents, and in the future may represent Richard P. Johnson, who may or may not be related to the Richard Johnson disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Simplex Grinnell. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Sitrick & Company. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent ServiceMaster Company, the ultimate parent of Terminix, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Waste Management Associates and Waste Management, Inc., who may or may not be related to the Waste Management of AL disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the
19
FTL 108934224v2

Simplex Grinnell

Sitrick & Company

Terminix

Waste Management of AL

Debtors or these chapter 11 cases. William J. Webb Greenberg Traurig has represented, currently represents, and in the future may represent William Webb, who may or may not be related to the William J. Webb disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Sage, who may or may not be related to the SAGE disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Comfort Systems USA, Inc., the ultimate parent of SM Lawrence Co., Inc. disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent David Cleveland, who may or may not be related to the David Cleveland Pumping disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent State of Florida, Department of Banking & Finance in matters unrelated to the Debtors or 20
FTL 108934224v2

SAGE

SM Lawrence Co., Inc.

David Cleveland Pumping

Department of Finance

these chapter 11 cases. Foster Enterprises Greenberg Traurig has represented, currently represents, and in the future may represent Faster Enterprises in matters that are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent EcoLab, Inc., the parent of GCS Service, Inc., disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Gordon Food Service Inc in matters that are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Chartwell Re Corporation, who may or may not be related to the Chartwells, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Delaware North Companies Travel Hospitality. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Cerberus Real Estate Capital Management, parent company of The Freedom Group, Inc., disclosed in the Declaration as a party in 21
FTL 108934224v2

GCS Service, Inc.

Gordon Food Service Inc

Chartwells

Delaware North Companies Travel Hospitality

The Freedom Group, Inc.

interest, in matters unrelated to the Debtors or these chapter 11 cases. Richard & Delta Walters Greenberg Traurig has represented, currently represents, and in the future may represent Richard Walter, who may or may not be related to the Richard & Delta Walters, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Ace Westchester Specialty Claims, parent company for Westchester Fire Insurance Company, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent certain Wausau entities, who may or may not be related to the Wausau Business Insurance Company, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Philadelphia American Life Insurance, who may or may not be related to Philadelphia Indemnity Insurance Company, disclosed in the Declaration as a party in interest, in matters unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Liberty Mutual Group. Greenberg Traurig

Westchester Fire Insurance Company

Wausau Business Insurance Company, and Wausau Underwriters Insurance

Philadelphia Indemnity Insurance Company

Liberty Mutual Group

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believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Liberty Insurance Greenberg Traurig has represented, currently represents, and in the future may represent Liberty Mutual Insurance, who may or may not be related to the Liberty Insurance, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent United States Postal Service. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases. Greenberg Traurig has represented, currently represents, and in the future may represent Bulldog Investments LP, who may or may not be related to the Bulldog Holdings, LLC, disclosed in the Declaration as a party in interest. Greenberg Traurig believes that all matters for which Greenberg Traurig represented this client are unrelated to the Debtors or these chapter 11 cases.

United States Postal Service

Bulldog Holdings, LLC

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Exhibit "B" 2016 Statement

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re Chapter 11 BACK YARD BURGERS, INC., et a/. 1 Case No. 12-12882 (PJW) Debtors. (Joint Administration Pending)

STATEMENT UNDER FEDERAL RULE OF BANKRUPTCY PROCEDURE 2016 AND SECTION 329 OF THE BANKRUPTCY CODE

Maria J. DiConza, Esq., a shareholder of Greenberg Traurig, LLP, hereby states: 1. Greenberg Traurig, LLP ("Greenberg Traurig"), pursuant to Rule 2016 of the

Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and section 329 of title 11 of the United States Code (the "Bankruptcy Code"), is proposed counsel for the above-captioned debtors and debtors-in-possession (the "Debtors"). 2. The Debtors have agreed to pay Greenberg Traurig for the legal services rendered

or to be rendered by its various attorneys and paralegals in connection with these Cases on the Debtors' behalf. The services to be rendered include all of those services set forth in the

application filed by the Debtors contemporaneously herewith requesting the retention and employment of Greenberg Traurig as counsel for the Debtors in these Cases (the
"Application")?

3.

The Debtors have also agreed to reimburse Greenberg Traurig for its actual and

necessary expenses incurred in connection with these Cases.

The Debtors in these chapter 11 Cases, along with the last four digits of each Debtor's federal tax identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

FTL 108934224v2

4.

Within one year prior to the Petition Date, Greenberg Traurig received payment

from the Debtors in an amount of $325,939.35, of which $325,809.65 was paid during the ninety (90) day period preceding the Petition Date. 5. Prior to the Petition Date, Greenberg Traurig received from the Debtors an

advance payment retainer in an amount of $297,000. This amount has been applied prior to the Petition Date in satisfaction of fees and expenses incurred by Greenberg Traurig on behalf of the Debtors. 6. Greenberg Traurig will seek approval of payment of compensation upon

Greenberg Traurig's filing of appropriate applications for allowance of interim or final compensation pursuant to sections 330 and 331 of the Bankruptcy Code. 7. Greenberg Traurig further has not shared, nor agreed to share (a) any

compensation it has received or may receive with another party or person, other than with the partners, counsel, and associates of Greenberg Traurig, or (b) any compensation another person or party has received or may receive.

Dated: October 17, 2012

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 BACK YARD BURGERS, INC., et al. 1 Case No. 12-12882 (PJW) Debtors.
----------------------------------~

(Joint Administration Pending) Ref. Docket No.

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF THE LAW FIRM OF GREENBERG TRAURIG, LLP AS COUNSEL TO THE DEBTORS, NUNC PRO TUNC AS OF THE PETITION DATE Upon the application (the "Application"i of the above-captioned debtors and debtors-inpossession (collectively, the "Debtors") pursuant to sections 327(a), 328(a), and 1107(b) of title 11 ofthe United States Code (the "Bankruptcy Code"), Rules 2014(a), 2016(b), and 5002 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 of the Local Rules of the United States Bankruptcy Court for the District of Delaware (the "Local
Rules"), for entry of an order: (a) authorizing the retention and employment of the law firm of

Greenberg Traurig, LLP ("Greenberg Traurig") as counsel to the Debtors, nunc pro tunc as of the Petition Date (as defined herein), and (b) providing any additional relief required in order to effectuate the foregoing; and upon the Declaration of Maria J DiConza, Esq. In Support of
Application of the Debtors For Entry of An Order Authorizing The Retention And Employment of the Law Firm Of Greenberg Traurig, LLP As Counsel For The Debtors, Nunc Pro Tunc as of the Petition Date; and upon the Declaration of James E. Boyd, Jr. in Support of the Debtors'

Chapter II Petitions and Requests for First Day Relief (the "First Day Declaration"); and it
The Debtors in these chapter 11 Cases, along with the last four digits of each Debtor's federal tax identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
FTL 108934224v2

appearing that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of these Cases and the Application in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that Greenberg Traurig is "disinterested" and eligible for retention pursuant to sections 101(14) and 327(a) of the Bankruptcy Code and that the terms of the engagement are reasonable and appropriate; and this Court having determined that the relief requested in the Application is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and it appearing that proper and adequate notice of the Application has been given and that no other or further notice is necessary; and after due deliberation thereon; and good and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. 2. For the reasons set forth on the record, the Application is GRANTED. The Debtors are authorized, pursuant to sections 327(a), 328(a), and 1107(b) of

the Bankruptcy Code, Bankruptcy Rules 2014(a), 2016(b), and 5002, and Local Rule 2014-1, to retain and employ Greenberg Traurig as counsel to the Debtors in the above-captioned Cases upon the terms and conditions as set forth in the Application, effective nunc pro tunc as of.the Petition Date. 3. Greenberg Traurig shall be compensated in accordance with the procedures set

forth in the Application, sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of Bankruptcy Procedure, and Orders of this Court. 4. entry. 5. Date.] 2
FTL 108934224v2

The terms of this Order shall be immediately effective and enforceable upon its

[Add reference to Bankruptcy Rule 6003 if hearing is within 21 days of Petition

6.

The Court shall retain jurisdiction to hear and determine all matters arising from

the implementation of this Order. Dated:

--------

UNITED STATES BANKRUPTCY JUDGE

3
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