DEBTORS’ APPLICATION FOR AN ORDER AUTHORIZING THE ... file2 recovery of certain avoidance actions (the Avoidance Actions ) under chapter 5 of the Bankruptcy Code in the Cases. In

IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re

DRAW ANOTHER CIRCLE, LLC, et al.,1

Debtors.

Chapter 11

Case No.: 16-11452

(Jointly Administered)

Objection Deadline: August 9, 2016 at 4:00 p.m. (ET)Hearing Date: September 6, 2016 at 1:30 p.m. (ET)

DEBTORS’ APPLICATION FOR AN ORDERAUTHORIZING THE EMPLOYMENT AND RETENTION OF

KELLEY DRYE & WARREN LLP AS SPECIAL COUNSEL FOR THE DEBTORS

Draw Another Circle, LLC and its chapter 11 affiliates, the debtors and debtors in

possession (the “Debtors”) in the above-captioned jointly-administered chapter 11 cases (the

“Cases”), hereby submit this application (this “Application”), for entry of an order, substantially

in the form attached hereto as Exhibit D (the “Retention Order”), pursuant to sections 327(a),

328, and 330 of title 11 of the United States Code (the “Bankruptcy Code”), , rules 2014 and

2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and rules 2014-1

and 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the “Local Rules”), and consistent with the

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee

Guidelines”), authorizing the employment and retention of Kelley Drye & Warren (“Kelley

Drye” or the “Firm”) as special counsel for the Debtors for the investigation, prosecution, and

1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: DrawAnother Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc. (7773);and Hastings Internet, Inc. (0809). The Debtors’ executive headquarters are located at 3601 Plains Boulevard,Amarillo, TX 79102.

Case 16-11452-KJC Doc 465 Filed 07/26/16 Page 1 of 11

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recovery of certain avoidance actions (the “Avoidance Actions”) under chapter 5 of the

Bankruptcy Code in the Cases. In support of this Application, the Debtors rely on the

Declaration of Robert L. LeHane (the “LeHane Declaration”) and the Declaration of Duane A.

Huesers (the “Huesers Declaration”) attached hereto as Exhibit A and Exhibit C, respectively,

and incorporated by reference herein. In further support of the Application, the Debtors

respectfully represent as follows:

JURISDICTION

1. The United States Bankruptcy Court for the District of Delaware (the

“Court”) has jurisdiction over the Cases and the Application pursuant to 28 U.S.C. §§ 157 and

1334 and the Amended Standing Order of Reference from the United States District Court for

the District of Delaware dated as of February 29, 2012. This is a core proceeding within the

meaning of 28 U.S.C. § 157(b)(2). Venue of the Cases and the Application in this district is

proper under 28 U.S.C. §§ 1408 and 1409.

2. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a

final judgment or order with respect to the Application if it is determined that the Court, absent

consent of the parties, cannot enter final orders or judgments consistent with Article III of the

United States Constitution.

3. The statutory and legal predicate for the relief requested herein is sections

327(a), 328, and 330, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-2.

BACKGROUND

4. On June 13, 2016 (the “Petition Date”), each of the Debtors commenced a

voluntary case under chapter 11 of the Bankruptcy Code. The Debtors are operating their

businesses and managing their properties as debtors in possession pursuant to sections 1107(a)


3

and 1108 of the Bankruptcy Code. The Court has entered an order for joint administration of the

Cases [Docket No. 57].

5. On June 21, 2016, the Office of the United States Trustee appointed an

Official Committee of Unsecured Creditors [Docket No. 132].

6. Further information regarding the Debtors’ business operations is set forth

in the Declaration of Duane A. Huesers in Support of the Debtors’ First Day Pleadings [Docket

No. 18] (the “First Day Declaration”).

7. On July 20, 2016, the Debtors held an auction for the sale of certain of the

Debtors’ assets. On July 22, 2016, the Court entered the Order Authorizing (I) the Sale of

Certain of the Debtors’ Assets Free and Clear of All Claims, Liens, Liabilities, Rights, Interests

and Encumbrances, (II) the Debtors to Enter Into and Perform Their Obligations Under the

Agency Agreement, and (III) Granting Related Relief [Docket No. 449].

8. An initial review by the Debtors’ proposed financial advisor, FTI

Consulting, Inc., 2 found certain transfers made by the Debtors before the Petition Date

potentially subject to avoidance and recovery as preferential transfers under chapter 5 of the

Bankruptcy Code. Recovery from these potential preference actions in the near term will help

mitigate the liquidity concerns of the Debtors. The Debtors seek assistance from special counsel

to pursue these potential avoidance actions.

RELIEF REQUESTED

9. By this Application, the Debtors seek entry of the Retention Order

authorizing the employment and retention of Kelley Drye pursuant to sections 327(a), 328, and

330 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1 and

2 The Debtors’ schedules and statements of affairs were filed on July 7, 2016. [Docket Nos. 266-275].


4

2016-2 as the Debtors’ special counsel for the investigation, prosecution, and recovery of the

Avoidance Actions, in accordance with the terms and conditions set forth in that certain

engagement letter between the Debtors Hastings Entertainment LLC and MovieStop, Inc. and

Kelley Drye, attached hereto as Exhibit B and incorporated herein by reference (the

“Engagement Letter”).

QUALIFICATIONS

10. Kelley Drye is one of the country’s leading law firms in the area

investigation, prosecution, and recovery of chapter 5 avoidance actions, including preferences.

Among some of the cases where Kelley Drye has prosecuted, or currently is prosecuting,

avoidance actions are: In re CWC Liquidation Inc. (f/k/a Coldwater Creek Inc.) et al., Case No.

14-10867 (BLS) (Bankr. D. Del.), In re Exide Technologies, Case No. 13-11482 (KJC) (Bankr.

D. Del.), In re KSL Media Inc. et al., Case No. 13-15929-MB (Bankr. C.D. Cal.), In re Women’s

Apparel Group, LLC, Case No. 11-16217 (JNF) (Bankr. D. Mass.), In re Getty Petroleum

Marketing Inc., et al., Case No. 11-15606 (SCC) (Bankr. S.D.N.Y.), In re Fleetwood Enterprises

Inc., et al., Case No. 09-14254-MJ (Bankr. C.D. Cal.) and In re VeraSun Energy Corporation et

al., Case No. 08-12606 (BLS) (Bankr. D. Del.). In light of Kelley Drye’s experience with

avoidance actions and recoveries, the Debtors’ estates and creditors clearly will benefit from the

retention of Kelley Drye as special counsel to pursue the Avoidance Actions.

SCOPE OF SERVICES

11. The Debtors propose to retain Kelley Drye on the terms and conditions set

forth in the Engagement Letter. Under the Engagement Letter, Kelley Drye will provide legal

advice to, consultation with and representation of the Debtors, in connection with the

investigation and the prosecution of the Avoidance Actions (the “Services”).


5

12. Kelley Drye will only prosecute those Avoidance Actions as specifically

identified by the Debtors. The Debtors may elect to have additional counsel pursue certain other

Avoidance Actions.3

COMPENSATION

13. The Debtors propose to compensate Kelley Drye on a contingency fee

basis in accordance with the Engagement Letter, which sets forth a contingency fee schedule (the

“Contingency Fee Schedule”) as follows:

(a) Pre-suit: Contingency fee of 15% of recoveries fromAvoidance Actions obtained before a formal complaint isfiled with the Court.

(b) Litigation: Contingency fee of 25% of recoveries fromAvoidance Actions obtained after a formal complaint isfiled with the Court, but before judgment is entered.

(c) Post-Judgment: Contingency fee of 30% of recoveries fromAvoidance Actions obtained after the entry of a judgment.

14. The Debtors believe that the rates to be charged by Kelley Drye according

to the Contingency Fee Schedule for its Services are competitive and are in line with the rates

charged by its competitors. Indeed, the Debtors conducted a review and competitive comparison

of other firms and reviewed the rates of other firms before selecting Kelley Drye as special

counsel. The Debtors believe that Kelley Drye’s rates are reasonable given the quality of Kelley

Drye’s services and its professionals’ bankruptcy expertise related to the Avoidance Actions.

15. Kelley Drye will charge for expenses in a manner and at rates consistent

with charges made generally to its other clients in accordance with the U.S. Trustee Guidelines,

3 Substantially contemporaneous with this Application, the Debtors filed the Debtors’ Application for an OrderAuthorizing the Retention and Employment of ASK LLP as Special Counsel to the Debtors, seeking to retain ASKLLP (“ASK”) as special counsel to pursue certain of the Avoidance Actions. Because both Kelley Drye and ASKwill be receiving contingency fees for their work on the Avoidance Actions, and because both firms will be pursuingAvoidance Actions against different subsets of defendants, there is no concern that work by additional firms on theAvoidance Actions will create any duplication of services or additional burden on the Debtors’ estates.


6

the Bankruptcy Rules, the Local Rules, and any applicable orders of this Court. Such expenses

include, among other things, long-distance telephone, fax (outgoing only), mail and express mail

charges, special or hand delivery charges, photocopying charges at the rate of $0.10 per page,

travel expenses, expenses for computerized research, and transcription costs.

16. As noted above, the Debtors seek to retain Kelley Drye pursuant to a

Contingency Fee Schedule, such that Kelley Drye’s contingency fees will be earned only to the

extent recoveries are obtained by the Debtors’ estates with respect to Avoidance Actions. In

turn, recoveries are obtained only after any underlying settlement is approved by this Court

pursuant to Bankruptcy Rule 9019, or absent settlement, upon payment of a judgment entered by

this Court. Because the compensation to be paid Kelley Drye under the Engagement Letter is

simply a mathematical function of the applicable percentage according to the Contingency Fee

Schedule multiplied by the amount for which any Avoidance Action is resolved – both of which

are subject to this Court’s approval after notice to parties in interest – the Debtors submit that

that there should be no requirement for Kelley Drye to apply to the Court monthly and/or

quarterly for allowance of compensation for professional services rendered. Instead, the Debtors

respectfully request that they be authorized to compensate Kelley Drye for professional services

and reimburse Kelley Drye’s out-of-pocket expenses on an interim basis as an ongoing

administrative expense of the estate as and when recoveries are obtained, subject to the filing of

a final fee application consistent with section 328 of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, and any orders entered in the Cases governing professional compensation

and reimbursement for services rendered and charges incurred. Kelley Drye has further

indicated its intent to comply with the U.S. Trustee’s requests for information and additional


7

disclosures as set forth in the U.S. Trustee Guidelines, both in connection with this Application

and the final fee application to be filed by Kelley Drye in the Cases.

17. Kelley Drye performed no services for the Debtors prior to the Petition

Date and received no retainer for the Services to be performed during the Cases. Additionally,

Kelley Drye has not agreed to share (a) any compensation it may receive with another party or

person, other than with the partners of Kelley Drye, or (b) in any compensation another person or

party may have receive.

BASIS FOR REQUESTED RELIEF

18. The Debtors seek authority to employ and retain Kelley Drye as their

special counsel pursuant to section 327(a) of the Bankruptcy Code, which provides that a debtor

is authorized to employ professional persons “that do not hold or represent an interest adverse to

the estate, and that are disinterested persons, to represent or assist the [Debtor] in carrying out the

[Debtor’s] duties under this title.” 11 U.S.C. § 327(a). Section 1107(b) of the Bankruptcy Code

elaborates upon sections 101(14) and 327(a) of the Bankruptcy Code in cases under chapter 11

of the Bankruptcy Code and provides that “a person is not disqualified for employment under

section 327 of [the Bankruptcy Code] by a debtor in possession solely because of such person’s

employment by or representation of the debtor before the commencement of the case.” 11

U.S.C. § 1107(b).

19. Section 328(a) of the Bankruptcy Code empowers a trustee to employ,

subject to court approval, an attorney to perform services for the Debtors under any reasonable

terms and conditions of employment, including on retainer, on an hourly basis or on a contingent

fee basis.


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20. In light of the truncated sale timeline and need for liquidity, the Debtors

respectfully submit that retaining and employing Kelley Drye pursuant to the terms of the

Engagement Letter is necessary and in the best interests of the Debtors’ estates and all parties in

interest to the Cases. The Debtors also believe that the terms and conditions of the Engagement

Letter are reasonable in light of the anticipated high volume of creditors and other parties in

interest that will be involved in the Cases.

21. Accordingly, to help mitigate liquidity concerns through pursuance of the

Avoidance Actions, the Debtors respectfully request the Court enter an order appointing Kelley

Drye as special counsel in the Cases pursuant to sections 327(a), 330, and 331 of the Bankruptcy

Code, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-2.

DISINTERESTEDNESS; RULE 5002

22. To the best of the Debtors’ knowledge, information, and belief, and except

as otherwise set forth herein and in the accompanying LeHane Declaration, 4 the attorneys

comprising or employed by Kelley Drye have not represented and do not have any connection

with any of the Debtors, their affiliates, their creditors, or any other party in interest, or their

respective attorneys and accountants, the U.S. Trustee, or any person employed by the U.S.

Trustee, or any judge in the Bankruptcy Court for the District of Delaware, or any person

employed in the offices of the same.

23. As set forth in the LeHane Declaration, Kelley Drye has in the past

represented, currently represents, and likely in the future will represent certain parties in interest

4 As more fully set forth in the LeHane Declaration, due to the narrow focus of Kelley Drye’s representation asspecial counsel with respect to Avoidance Actions, and in particular, because Kelley Drye will only be pursuingspecific actions designated by the Debtors, Kelley Drye’s search with respect to its connections to certain categoriesof entities or individuals related to the Cases was limited in scope. However, Kelley Drye has indicated that (i) tothe extent required, it will broaden its search and file a supplemental declaration (if necessary), and (ii) should aconflict arise for Kelley Drye with respect to any Avoidance Action defendant, that action will be handled by ASKLLP.


9

in the Cases in matters unrelated to the Debtors, the Cases, or such entities’ claims against or

interests in the Debtors. Kelley Drye is free to be adverse to such parties in connection with the

Debtors’ Cases.

24. The Debtors understand that except as otherwise set forth in the LeHane

Declaration:

(a) Neither Kelley Drye nor any attorney at the Firm holds orrepresents an interest adverse to the Debtors’ estates.

(b) Neither Kelley Drye nor any attorney at the Firm is or was acreditor, an equity security holder, or an insider of the Debtors

(c) Neither Kelley Drye nor any attorney at the Firm is or ever was adirector, officer, or employee of the Debtors.

(d) Kelley Drye does not have an interest materially adverse to theinterest of the estates or of any class of creditors or equity securityholders, by reason of any direct or indirect relationship to,connection with, or interest in the Debtors, or for any otherreason.5

25. In view of the foregoing and in light of the limited scope of Kelley Drye’s

role as special counsel with respect to Avoidance Actions, the Debtors believe that Kelley Drye

is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, as

modified by section 1107(b) of the Bankruptcy Code, and does not hold or represent any interest

adverse to the Debtors’ estates.

26. Kelley Drye has informed the Debtors that Kelley Drye will continue to

conduct periodic conflicts analyses to determine whether it is performing or has performed

services for any significant parties in interest in this case and that Kelley Drye will promptly

update the LeHane Declaration to disclose any pertinent relationships that come to Kelley Drye’s

attention.

5 See supra n. 4.


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NOTICE

27. The Debtors will provide notice of this Application to: (i) the U.S.

Trustee; (ii) holders of the thirty (30) largest unsecured claims on a consolidated basis against

the Debtors; (iii) the Official Committee of Unsecured Creditors; (iv) Bank of America, N.A.;

(v) Pathlight Capital, LLC; (vi) the landlords under the Debtors’ unexpired leases of

nonresidential real property; and (vii) all parties who, as of the filing of the Application, have

filed a notice of appearance and request for service of papers pursuant to Bankruptcy Rule 2002.

In light of the nature of the relief requested herein, the Debtors submit that no other or further

notice is necessary.

Remainder of page intentionally left blank.


11

CONCLUSION

WHEREFORE, the Debtors respectfully request that the Court enter an order,

substantially in the form of the proposed Retention Order, granting the relief requested herein

and such other and further relief as may be equitable and just.

Dated: July 26, 2016 Respectfully submitted,Wilmington, Delaware

/s/ Duane A. HuesersDuane A. HuesersChief Financial OfficerHastings Entertainment, Inc.(on behalf of itself and the other Debtors)


EXHIBIT A

LeHane Declaration

Case 16-11452-KJC Doc 465-1 Filed 07/26/16 Page 1 of 17


In re


Debtors.

Chapter 11

Case No.: 16-11452


DECLARATION OF ROBERT L. LEHANEIN SUPPORT OF DEBTORS’ APPLICATION FOR AN ORDERAUTHORIZING THE EMPLOYMENT AND RETENTION OF


I, Robert L. LeHane, hereby declare that the following is true and correct to the

best of my knowledge, information, and belief:

1. I am a Partner of Kelley Drye & Warren (“Kelley Drye”) and I am

authorized to submit this declaration on behalf of Kelley Drye. I submit this Declaration in

Support of the Debtors’ Application for an Order Authorizing Employment and Retention of

Kelley Drye & Warren as Special Counsel for the Debtors (the “Application”).2 Except as

otherwise noted, I have personal knowledge of the matters set forth herein.

QUALIFICATIONS

2. I am informed that the Debtors selected Kelley Drye as their special

counsel to investigate, prosecute, and recover Avoidance Actions because of Kelley Drye’s


2 Capitalized terms used herein by not defined herein shall have the meaning ascribed to such terms in theApplication.


2

extensive experience and knowledge of such claims. Kelley Drye is one of the country’s leading

law firms in the area investigation, prosecution, and recovery of chapter 5 avoidance actions,

including preferences. Among some of the cases where Kelley Drye has prosecuted, or currently

is prosecuting, such avoidance actions are: In re CWC Liquidation Inc. (f/k/a Coldwater Creek

Inc.) et al., Case No. 14-10867 (BLS) (Bankr. D. Del.), In re Exide Technologies, Case No. 13-

11482 (KJC) (Bankr. D. Del.), In re KSL Media Inc. et al., Case No. 13-15929-MB (Bankr. C.D.

Cal.), In re Women’s Apparel Group, LLC, Case No. 11-16217 (JNF) (Bankr. D. Mass.), In re

Getty Petroleum Marketing Inc., et al., Case No. 11-15606 (SCC) (Bankr. S.D.N.Y.), In re

Fleetwood Enterprises Inc., et al., Case No. 09-14254-MJ (Bankr. C.D. Cal.) and In re VeraSun

Energy Corporation et al., Case No. 08-12606 (BLS) (Bankr. D. Del.).

3. In light of Kelley Drye’s experience with avoidance actions and

recoveries, I believe the Debtors’ estates and creditors will clearly benefit from the retention of

Kelley Drye as special counsel to pursue the Avoidance Actions, and Kelley Drye is well-

qualified to represent the Debtors and to address both effectively and efficiently pursuance of the

Avoidance Actions.

SCOPE OF SERVICES

4. The Debtors propose to retain Kelley Drye on the terms and conditions set

forth in the Engagement Letter. Under the Engagement Letter, Kelley Drye will provide legal

advice to, consultation with and representation of the Debtors, in connection with the

investigation and the prosecution of the Avoidance Actions (the “Services”).


3

5. Kelley Drye will only prosecute those Avoidance Actions as specifically

identified by the Debtors. The Debtors may elect to have additional counsel pursue certain other

Avoidance Actions.3

COMPENSATION

6. Kelley Drye will perform the Services on a contingency fee basis in

accordance with the Engagement Letter, which sets forth a contingency fee schedule (the

“Contingency Fee Schedule”) as follows:

(a) Pre-suit: Contingency fee of 15% of recoveries fromAvoidance Actions obtained before a formal complaint isfiled with the Court.

(b) Litigation: Contingency fee of 25% of recoveries fromAvoidance Actions obtained after a formal complaint isfiled with the Court, but before judgment is entered.

(c) Post-Judgment: Contingency fee of 30% of recoveries fromAvoidance Actions obtained after the entry of a judgment.

7. I believe that the rates to be charged by Kelley Drye under the

Contingency Fee Schedule for its Services are competitive and are at the rates charged by its

competitors. It is my understanding that the Debtors conducted a review and competitive

comparison of other firms and reviewed the rates of other firms before selecting Kelley Drye as

special counsel. It is my further understanding that the Debtors believe that Kelley Drye’s rates

are reasonable given the quality of Kelley Drye’s services and its professionals’ bankruptcy

expertise related to the Avoidance Actions.

3 Substantially contemporaneous with this Application, the Debtors filed the Debtors’ Application for an OrderAuthorizing the Retention And Employment of ASK LLP as Special Counsel to the Debtors seeking to retain ASKLLP (“ASK”) as special counsel to pursue certain of the Avoidance Actions. Because both Kelley Drye and ASKwill be receiving contingency fees for their work on the Avoidance Actions, and because both firms will be pursuingAvoidance Actions against different subsets of defendants, there is no concern that work by additional firms on theAvoidance Actions will create any duplication of services or additional burden on the Debtors’ estates.


4

8. Kelley Drye will charge for expenses in a manner and at rates consistent

with charges made generally to its other clients, in accordance with the Bankruptcy Code, the

U.S. Trustee Guidelines, the Bankruptcy Rules, the Local Rules, and any other applicable orders

of this Court. Such expenses include, among other things, long-distance telephone, fax

(outgoing only), mail and express mail charges, special or hand delivery charges, photocopying

charges at the rate of $0.10 per page, travel expenses, expenses for computerized research, and

transcription costs.

9. The compensation to be paid Kelley Drye under the Engagement Letter is

a mathematical function of the applicable percentage according to the Contingency Fee Schedule

multiplied by the amount for which any Avoidance Action is resolved, either by settlement or

judgment, all of which are subject to approval by the Court after notice and an opportunity to be

heard. As such, I believe that there should be no requirement for Kelley Drye to apply to the

Court monthly and/or quarterly for allowance of compensation for professional services

rendered. Instead, Kelley Drye respectfully requests that it be compensated for professional

services and reimbursed for its out-of-pocket expenses on an interim basis as an ongoing

administrative expense of the estate, as and when recoveries are obtained, subject to the filing of

a final fee application with the Court and service on applicable parties in interest. Kelley Drye

also intends to comply with the U.S. Trustee’s requests for information and additional

disclosures as set forth in the U.S. Trustee Guidelines.

10. The following information is provided in response to the request for

additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines:

Question: Did you agree to any variations from, or alternatives to, yourstandard or customary billing arrangements for this engagement?

Response: No.


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Question: Do any of the professionals included in this engagement vary theirrate based on the geographic location of the bankruptcy case?

Response: No.

Question: If you represented the client in the 12 months prepetition, discloseyour billing rates and material financial terms for the prepetitionengagement, including any adjustments during the 12 monthsprepetition. If your billing rates and material financial terms havechanged postpetition, explain the difference and the reasons for thedifference.

Response: Kelley Drye did not represent any of the Debtors in the 12 monthsprepetition.

Question: Has your client approved your prospective budget and staffingplan, and, if so for what budget period?

Response: Kelley Drye is being compensated pursuant to a Contingency FeeSchedule, plus reimbursement of expenses.

11. Additionally, Kelley Drye performed no services for the Debtors prior to

the Petition Date and received no retainer for the Services to be performed during the Cases.

Moreover, Kelley Drye has not agreed to share (a) any compensation it may receive with another

party or person, other than with the partners of Kelley Drye, or (b) in any compensation another

person or party may receive.

DISINTERESTEDNESS; RULE 5002

12. In connection with this proposed retention, Kelley Drye conducted a

search with respect to its connections to certain categories of entities or individuals (the

“Identified Parties”), as identified by the Debtors or as ascertained from a review of available

documents, a list of which is attached hereto as Schedule 1. The Identified Parties include: (i)

the Debtors and non-Debtor affiliates; (ii) DIP parties; (iii) lienholders; (iv) officers and directors

(current and former); (v) professionals; (vi) secured lenders; (vii) landlords and (viii) significant

vendors, including some vendors that received payments during the 90-day period prior to the


6

Petition Date. To the extent that I have been able to ascertain that Kelley Drye has been recently

retained to represent any of the Identified Parties in matters unrelated to the Cases, such

Identified Parties are disclosed on Schedule 2 attached hereto. In addition, included on

Schedule 2 are other parties in interest, not included among the Identified Parties searched in

Kelley Drye’s database, that I am aware are currently represented by Kelley Drye in matters

unrelated to the Debtors’ chapter 11 Cases.

13. Due to the narrow focus of Kelley Drye’s representation as special counsel

with respect to Avoidance Actions, and in particular, because Kelley Drye will only be pursuing

specific actions designated by the Debtors, Kelley Drye’s database search was limited in scope

and did not include certain categories of parties in interest, such as taxing authorities and

utilities, among others. However, to the extent required, Kelley Drye will broaden its search and

file a supplemental declaration. Should a conflict arise for Kelley Drye with respect to any

Avoidance Action defendant, that action will be not be handled by Kelley Drye, but rather will

be handled by proposed co-counsel, ASK LLP.

14. Further, in compliance with Bankruptcy Rule 3002, an e-mail was sent to

each attorney of Kelley Drye to verify whether any such attorney (a) has a connection to (i) the

Debtors or (ii) current and former directors or officers of the Debtors, or (b) is a relative of (i)

any of the Judges of the United States Bankruptcy Court for the District of Delaware or (ii) any

members of the Office of the United States Trustee for the District of Delaware. No affirmative

responses were received to these e-mail communications.

15. In view of the foregoing and in light of the limited scope of Kelley Drye’s

role as special counsel with respect to Avoidance Actions, to the best of my knowledge, Kelley

Drye is a “disinterested person” within the meaning of section 101(14) of the Bankruptcy Code,


7

as modified by section 1107(b) of the Bankruptcy Code, in that Kelley Drye, its partners,

counsel, and associates:

(a) are not creditors, equity security holders, or insiders of theDebtors;

(b) are not and were not, within two (2) years before the Petition Date,a director, officer, or employee of the Debtors; and

(c) do not have an interest materially adverse to the interests of theDebtors’ estates or of any class of creditors or equity securityholders of the Debtors, by reason of any direct or indirectrelationship to, connection with, or interest in the Debtors or forany other reason.

16. As set forth above, and subject to any explanations and/or exceptions

contained herein, Kelley Drye (a) does not hold or represent any interest adverse to the Debtors

in connection with the matters upon which Kelley Drye is to be engaged, and (b) is disinterested.

If the results of further investigation reveal any additional connections, Kelley Drye will make

any further disclosures as may be appropriate at that time.

Remainder of page intentionally left blank.


8

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

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


/s/ Robert L. LeHaneRobert L. LeHanePartnerKelley Drye & Warren LLP


SCHEDULE 1

Bank of America, N.A. Banks

Pathlight Capital, LLC Banks

ABG Aliepe LLC Debtor Affiliates

Auction A Circle, LLC Debtor Affiliates

Completely Independent Distribution Limited Debtor Affiliates

Draw Another Circle, LLC Debtor Affiliates

Drawing Perfect Circle Holdings Debtor Affiliates

Emanon Aviation L.P. Debtor Affiliates

EPE Inc. Debtor Affiliates

Exhibit A Circle, LLC Debtor Affiliates

Fly In A Circle, LLC Debtor Affiliates

GHG Holdings LLC Debtor Affiliates

GL SPE, LLC Debtor Affiliates

Graceland Air LLC Debtor Affiliates

Graceland Authenticated, LLC Debtor Affiliates

Graceland Holdings, LLC Debtor Affiliates

Hastings Entertainment, Inc. Debtor Affiliates

Hastings Internet, Inc. Debtor Affiliates

Kid Robot Inc. Debtor Affiliates

KR Purchase LLC / Kidrobot LLC Debtor Affiliates

Magic In A Circle, LLC Debtor Affiliates

MGIP LLC Debtor Affiliates

MovieStop, LLC Debtor AffiliatesNational Entertainment Collectibles Association,Inc. Debtor Affiliates

NECA Films LLC Debtor Affiliates

NECA, Inc. Debtor Affiliates

SP Images Inc. Debtor Affiliates

The Guesthouse At Graceland Debtor Affiliates

Wizkids/Neca LLC Debtor Affiliates

CT Lien Solutions Lienholders

Fleet Retail Finance Inc Lienholders

Forsythe Solutions Group, Inc. Lienholders

IBM Credit LLC Lienholders

Merchant Factory Group Lienholders

DSS Professionals

Johnson & Sheldon Professionals

Sprouse, Shrader, Smith Professionals

Alan Van Ongevalle Recent and former officers and directors

Angie Knight Recent and former officers and directors

Ann S. Lieff Recent and former officers and directors

Cathy Hershcopf Recent and former officers and directors

Dan Crow Recent and former officers and directors


2

Danny Gurr Recent and former officers and directors

Duane Huesers Recent and former officers and directors

Frank Marrs Recent and former officers and directors

Jeff Shrader Recent and former officers and directors

Jeff Twait Recent and former officers and directors

Jim Litwak Recent and former officers and directors

Joel Weinshanker Recent and former officers and directors

John Marmaduke Recent and former officers and directors

John Merklein Recent and former officers and directors

Kenneth Simon Recent and former officers and directors

Kevin Ball Recent and former officers and directors

Phil McConnell Recent and former officers and directors

ACD Distribution LLC Significant vendors

Alliance Entertainment Corp. (music) Significant vendors

Bethesda Softworks LLC Significant vendors

Bioworld Significant vendors

Buena Vista Video Significant vendors

Diamond Book Distributors Significant vendors

DPI Inc. Significant vendors

Fox Home Entertainment Significant vendors

Funko Inc Significant vendors

Grant Thornton Significant vendors

Hachette Book Group USA Significant vendors

Harpercollins Publishers Significant vendors

Hasbro Inc Significant vendors

Incomm Inc. Significant vendors

Ingram Book Company Significant vendors

Ingram Entertainment Significant vendors

Ingram Periodicals Significant vendors

MPS / VHPS Significant vendors

Penguin Random House LLC Significant vendors

Perseus Distribution Significant vendors

Rentrak Corp / Vobile Inc. Significant vendors

Scholastic Inc Significant vendors

Simon & Schuster Significant vendors

Skullcandy Significant vendors

Sony Computer Entertainment America LLC Significant vendors

Sony Music Significant vendors

Sony Pictures Home Entertainment Significant vendors

UMGD / Universal Music Group Distribution Significant vendors

Universal Studios Home Video Significant vendors

Warner Home Video Significant vendors

WEA Corp Music Significant vendors

ABF Freight System Inc. Significant vendors


3

AT&T Significant vendors

Books For Less LLC Significant vendors

Buena Vista Home Entertainment Significant vendors

Catamaran Inc Significant vendors

Coca Cola Bottlers’ Sales & Service Co Significant vendors

Diamond Comic Distributors Significant vendors

Dillanos Coffee Roasters Inc Significant vendors

Eastern Skateboard Supply Significant vendors

Empire Paper Company Significant vendors

Fox Video Rental Rev/Share Significant vendors

Hartford Fire Insurance Significant vendors

IBM Informix Significant vendors

Mcgriff, Seibels & Williams, Inc Significant vendors

Mediocre Corporation Significant vendors

Mighty Fine Significant vendors

Modern Marketing Concepts Inc/Crosley Ra Significant vendors

Multimedia Sales Significant vendors

NECA Significant vendors

Omni Capital Corporation Significant vendors

Prime Rate Premium Finance Corp Inc. Significant vendors

Saia Motor Freight Line Significant vendors

Solutions 2 Go LLC Significant vendors

Sony Interactive Entertainment America Significant vendors

Sony Music Entertainment Significant vendors

Southeastern Freight Lines In (SEFL) Significant vendors

UNVD / Universal Studios Home Entertainment Significant vendors

UPS Supply Chain Solutions Significant vendors

Verifone Significant vendors

Warner Video Games Significant vendors

YRC Inc. Significant vendors

American Express Significant vendors

United Parcel Service Significant vendors

Blue Cross Blue Shield Of Texas Significant vendors

1340 East 9th Street Realty Corp. Landlords

1666 N. Avalon, LLC Landlords

6051 Winter Haven, LLC Landlords

95 Palma LLC Landlords

Abilene Frenchmans Creek 93, LTD Landlords

ACV Albuquerque, LLC Landlords

ACV-Argo, CDA, LLC Landlords

Alpha Lake Ltd. Landlords

Amarillo Gem Lake 2 LLC Landlords

Ardmore Commerce Partners, L.P. Landlords


4

Arlington Bear Downs Investments LLC Landlords

BBTSJ, LLC Landlords

Benefit 592 Trust Landlords

Bennett Investment Properties Landlords

Black Enterprises Landlords

BOP Teller, LLC Landlords

Bosque River Associates Landlords

Bozeman Main Shopping Center, LLC Landlords

Broadmoor Properties Limited Partnership Landlords

CA New Plan Venture Fund Texas I, L.P. Landlords

Canyon 23rd Street #2, Limited Partnership Landlords

CAP II - 10th/With Sands, LLC Landlords

Centro NP Holdings 2 SPE, LLC Landlords

Century Financial Services LLC Landlords

Chisholm SC Landlords

Choice Land Corp and CLR Properties, Inc. Landlords

Clovis Shopping Center, L.L.C. Landlords

Colorado Square Joint Venture Landlords

Comanche Plaza Landlords

Commercial Net Lease Realty, Inc. Landlords

Cooke & Grace Properties Landlords

Country Square Lease LLC Landlords

Cuthbert Plaza, LLC Landlords

Devargas Center Associates, LP Landlords

Dillon Companies, Inc. Landlords

DLH, LLC Landlords

Drop-HT, LLC Landlords

Eagle-North Hills Shopping Centre, LP Landlords

Eastgate, LLP Landlords

Eckstein Properties Landlords

English Village Joint Venture Landlords

Fair Plaza, Inc. Landlords

Fairview Lakes--BTS, L.L.C. Landlords

Fawcett Rentals Landlords

Fountain-Ozarks, LLC Landlords

Frank C. Robson and Ludmila Robson, co-trustees Landlords

Fremont Mall LLC Landlords

FRT-TARO Stillwater, L.L.C. Landlords

Fury Lane LLC Management Landlords

Gershman Properties LLC Landlords

Glendean Shopping Center, LLC Landlords

Gordman Grand Island, LLC Landlords

Grand Island Joint Venture, LLC Landlords

Greater Missouri Builders, Inc. Landlords


5

H.E. Butt Store Property Company No. One Landlords

Hal M. Shaw and Ruth Kay Shaw Landlords

Harold G. Martin & Joe P. Shelton Landlords

Harrisville-Rogers II, LLC Landlords

Hillcrest Plaza 1998, LLC Landlords

Horizon Partners, LLC Landlords

HRR LLC Landlords

IF Retail, LLC Landlords

J.W. Franklin Co. Landlords

Jack Berg Family LP Landlords

JBT Third Avenue, LLC Landlords

JMLP Spokane, LLC Landlords

JT Development LLC Landlords

Kalik Investors Landlords

Kelley J. Shay & Patricia A. Shay Landlords

Kimco Joplin 707, Inc. Landlords

Kingman Square, LLC Landlords

KPS King Properties of Seguin, L.P. Landlords

L.N.N. Enterprises Incorporated Landlords

Las Pampas Square, LLC Landlords

Lawrence F. Kolb, et al Landlords

Limantzakis Properties Landlords

Linden Real Estate Holdings, L.L.C. Landlords

Lone Ranger, LLC Landlords

Lubbock Inn Investment Corp. Landlords

M.L. Hull Investments, LLC, T. Hull Investments,LLC

Landlords

MacArthur Village Limited Partnership Landlords

Manzano Plaza Partners Landlords

Martin H. and Julita A. Michel Landlords

Mathias Shopping Centers, Inc. Landlords

Mexsan LLC Landlords

Mid America Associates Landlords

Military Road Properties, LLC Landlords

Morris Venture Partners V, LLC Landlords

Mt. Pleasant Partners, Ltd. Landlords

Muskogee Property Shopping Center, LLC Landlords

New Braunfels Marketplace, L.P. Landlords

Nicholas Investment Company Landlords

North City Center, LLC Landlords

North Park Associates, LLC Landlords

Northfield Crossing Partners, L.P. Landlords

NPK Cordova, LLC Landlords

Oak Forest Group, Ltd. Landlords

Omni Capital Corporation Landlords


6

Pacific Resources Associates LLC Landlords

Palouse Mall LLC Landlords

Perkins, L.L.C. Landlords

Peterson Properties & Associates Landlords

PK Hastings LLC Landlords

Ponca Shopping Center, LLC Landlords

R & B Properties Landlords

RDF 209 Sunset San Angelo, TX P1 LLC Landlords

Retail Properties-Logan, LLC Landlords

Retail Properties-Prescott, LLC Landlords

Richmond Centre - FCA, LLC Landlords

Richmond Enterprises, LLC Landlords

Rock Springs Plaza, LLC Landlords

RPM Management Company, Inc. Landlords

Sam Roosth, et al Landlords

San Mar Dunhill Ratel LLC Landlords

Schwab Investment VII, LLC Landlords

Shannon, Inc. Landlords

Sherman Hastings, LLC Landlords

Sierra Services Group LLC Landlords

Southwest Commons 05 A, LLC Landlords

Southwest Properties, L.L.C. Landlords

Spirit Master Funding, LLC Landlords

Square Deal Income, LLC Landlords

S-T Properties Landlords

Steven Enterprises, LLC Landlords

Stewart/Belf Asset Management Co. Landlords

Swarts Family Investment Co., LLC Landlords

Tejas Center Corporation Landlords

Tenalok Partners, Ltd. Landlords

The Estate of Mary Lou Cossey Landlords

The Fitzhugh Company Landlords

Thomas B. Horne Landlords

Thomas F James Realty Limited Partnership, LLLP Landlords

TKG Powder Basin, LLC Landlords

Tom Sneva Landlords

Towne Center Venture, L.L.P. Landlords

TPRF/The Falls, L.P. Landlords

TS Greenville, LLC Landlords

TSCA-50 (DEL), LLC Landlords

UFPTFC, LLC/FFPTFC, LLC Landlords

Valencia Plaza, LLC Landlords

Verlin and Elaine Pfannensteil Landlords

Vision 23rd LLC Landlords


7

W.A. Mays and Agnes Mays Trust II Landlords

Wal-Mart Stores East, LP Landlords

West Park Shopping Center LLC Landlords

Western Square Investments Landlords

WHLR-Forrest Gallery LLC Landlords

Wilshire Property Co., LLC Landlords

WL Nampa LLC Landlords

Wood Maryville Center, LLC Landlords


SCHEDULE 2

Alliance Entertainment Corp.Bank of America, N.A.DDR Corp.Fox Home Entertainment (client - Twentieth Century Fox)National Retail Properties, Inc.VerifoneWal-Mart Stores, Inc.Warner Home Video (client – Warner Bros./Warner Bros. Entertainment Inc.)Weingarten Realty Investors


EXHIBIT B

Engagement Letter


EXHIBIT C

Huesers Declaration



In re


Debtors.

Chapter 11

Case No.: 16-11452


DECLARATION OF DUANE A. HUESERSIN SUPPORT OF DEBTORS’ APPLICATION FOR AN ORDERAUTHORIZING THE EMPLOYMENT AND RETENTION OF


I, Duane A. Huesers, hereby declare that the following is true and correct to the

best of my knowledge, information, and belief:

1. I am Chief Financial Officer of Hastings Entertainment, Inc. (“Hastings”),

one of the above-captioned debtors (the “Debtors”). I submit this Declaration in support of the

Debtors’ chapter 11 petitions and the first day pleadings described herein. I am familiar with the

Debtors’ day-to-day operations, businesses and financial affairs.

2. I have served as Hastings’ Chief Financial Officer since joining the

company in March 2016, and was appointed as acting Chief Executive Officer and Chief

Financial Officer of MovieStop, LLC (“MovieStop”) two weeks after the liquidation of

MovieStop’s inventory began and as MovieStop’s former officers were terminated. Prior to my

employment by the Debtors, I served as the Chief Financial Officer of United Fashions of Texas,

a discount retailer. I also previously served as the Senior Vice President of Finance for National



2

Stores, Inc., a discount apparel retailer, and as Vice President of Finance at both Coldwater

Creek Inc. and Tuesday Morning Corporation. In all, I have 40 years of accounting and finance

experience at various retailers. I received a Bachelor’s of Business Administration degree from

Washburn University and a Master’s of Business Administration degree from the University of

Kansas. I am a Certified Public Accountant in the State of Texas.

3. I submit this declaration in support of the Debtors’ Application for an

Order Authorizing Employment and Retention of Kelley Drye & Warren as Special Counsel for

the Debtors (the “Application”), filed concurrently herewith by the Debtors.

4. If called as a witness, I could and would competently testify to the matters

set forth herein based on my personal knowledge. As a result of my tenure with the Debtors, I

have become familiar with the Debtors’ day-to-day operations, business affairs, financial

condition, and books and records. My testimony herein is based on my service as an officer of

certain of the Debtors currently and in the past, my review of the Debtors’ books and records and

other relevant documents of which I am custodian, and my review of information compiled and

communicated to me, at my request, by other employees of the Debtors.

DEBTORS’ SELECTION OF KELLEY DRYE AS SPECIAL COUNSEL

5. Kelley Drye & Warren (“Kelley Drye”) is proposed to serve as special

counsel to the Debtors to investigate, prosecute, recover the Avoidance Actions. I am aware that

Kelley Drye has extensive experience in pursuing such avoidance actions.

6. The Debtors retained Kelley Drye because of its extensive experience and

knowledge of pursuing actions like the Avoidance Actions. I believe Kelley Drye is qualified to

represent the Debtors in the Cases in an efficient, competent, and timely manner.


3

BILLING RATE STRUCTURE

7. Kelley Drye has informed the Debtors that its contingency rates set forth

in the Contingency Rate Schedule are competitive and are in line with the rates charged by its

competitors.

COST SUPERVISION

8. The Debtors recognize that it is their responsibility to closely monitor the

billing practices of their counsel to ensure the fees and expenses paid by their estates remain

consistent with the Debtors’ expectations and the exigencies of the Cases. As they did

prepetition, the Debtors will continue to bring discipline, client involvement, and accountability

to the counsel fees and expense reimbursement process. Kelley Drye will be compensated on a

contingency fee basis as outlined in the Engagement Letter and will submit a final fee

application for final allowance of compensation and reimbursement for its services.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

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


/s/ Duane A. HuesersDuane A. HuesersChief Financial OfficerHastings Entertainment, Inc. (on behalf of itselfand the other Debtors)


EXHIBIT D

Retention Order



In re


Debtors.

Chapter 11

Case No.: 16-11452


Re: Docket No. __

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OFKELLEY DRYE & WARREN LLP AS SPECIAL COUNSEL FOR THE DEBTORS

Upon the application (the “Application”)2 of Draw Another Circle, LLC and its

chapter 11 affiliates, the debtors and debtors in possession (the “Debtors”) in the above-

captioned jointly administered chapter 11 cases (the “Cases”), for entry of an order(the “Order”)

under sections 327(a), 328, and 330 of title 11 of the United States Code (the “Bankruptcy

Code”), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”), and Rules 2014-1 and 2016-2 of the Local Rules of Bankruptcy Practice and Procedure

of the Bankruptcy Court for the District of Delaware (the “Local Rules”), and consistent with the

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed

Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases (the “U.S. Trustee

Guidelines”), authorizing the employment and retention of Kelley Drye & Warren LLP (“Kelley

Drye”) as special counsel for the Debtors for the investigation, prosecution, and recovery of

certain avoidance actions (the “Avoidance Actions”) under chapter 5 of the Bankruptcy Code in


2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.


2

the Cases; and upon the declaration of Robert L. LeHane in support of the Application (the

“LeHane Declaration”) and the Declaration of Duane A. Huesers (the “Huesers Declaration” and

together with the LeHane Declaration, the “Declarations”), and it appearing that this Court has

jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334(b) and 157, and the Amended

Standing Order of Reference from the United States District Court for the District of Delaware

dated as of February 29, 2012; and it appearing that venue of the 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 this Court may enter a

final order consistent with Article III of the United States Constitution; 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 the Court having found that the relief sought

by the Application is in the best interests of the Debtors and their estates, creditors and interest

holders; therefore, it is hereby ORDERED, ADJUDGED and DECREED THAT:

1. The Application is GRANTED as set forth herein.

2. Pursuant to section 327(a) of the Bankruptcy Code, the Debtors are

authorized to employ and retain Kelley Drye as special counsel on the terms set forth in the

Application and the Engagement Letter.

3. Because of the disclosure of the Contingency Fee Schedule approved in

connection with the Application, and the manner of payment of those fees, Kelley Drye is not

required to file interim fee applications; however, Kelley Drye shall file a final fee application

for final allowance of compensation for its services and reimbursement of its expenses, in

accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, and such other procedures as may be fixed by order of this Court.


3

4. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application and the Declarations.

5. Notice of the Application shall be deemed good and sufficient notice of

such Application, and the requirements of the Local Rules are satisfied by the contents of the

Application.

6. Kelley Drye is authorized and empowered to take all actions necessary to

comply with all duties set forth in the Application and this Order.

7. In the event of an inconsistency between the Application, the Engagement

Letter, and this Order, this Order shall govern.

8. Notwithstanding the possible applicability of Bankruptcy Rules 6004,

7062, or 9014, or otherwise, the terms and conditions of this Order shall be immediately

effective and enforceable upon its entry.

9. This Court shall retain jurisdiction and power with respect to all matters

relating to the interpretation or implementation of this Order.

Dated: Wilmington, Delaware______________, 2016

THE HONORABLE KEVIN J. CAREYUNITED STATES BANKRUPTCY JUDGE



In re:

DRAW ANOTHER CIRCLE, LLC, et al.,

Debtors.1

Chapter 11

Case No. 16-11452 (KJC)


Objection Deadline: August 9, 2016 at 4:00 p.m. (ET)Hearing Date: September 6, 2016 at 1:30 p.m. (ET)

NOTICE OF DEBTORS’ APPLICATION FOR AN ORDERAUTHORIZING THE EMPLOYMENT AND RETENTION OF


PLEASE TAKE NOTICE that on July 26, 2016, the above-captioned debtors

and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Application for an

Order Authorizing the Employment and Retention of Kelley Drye & Warren LLP as Special

Counsel for the Debtors (the “Application”). A copy of the Application is attached hereto.

PLEASE TAKE FURTHER NOTICE that any responses or objections to the

Application must be (i) filed with the Clerk of the United States Bankruptcy Court for the

District of Delaware, 824 Market Street, Wilmington, Delaware 19801, on or before

August 9, 2016 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”) and (ii)

served so as to be actually received no later than the Objection Deadline by the undersigned

proposed counsel to the Debtors.

PLEASE TAKE FURTHER NOTICE that, if any objections or responses are

received, a hearing with respect to the Application will be held before the Honorable Kevin J.

Carey, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of

1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows:Draw Another Circle, LLC (2102); Hastings Entertainment, Inc. (6375); MovieStop, LLC (9645); SP Images, Inc.(7773); and Hastings Internet, Inc. (0809). The Debtors' executive headquarters are located at 3601 PlainsBoulevard, Amarillo, TX 79102.


2

Delaware, 5th floor, Courtroom No. 5, 824 Market Street, Wilmington, Delaware 19801 on

September 6, 2016 at 1:30 p.m. (prevailing Eastern Time).

IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED,

SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY

GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER

NOTICE OR HEARING.

Dated: July 26, 2016 Respectfully submitted,

Wilmington, Delaware

/s/ Christopher M. SamisChristopher M. Samis (No. 4909)L. Katherine Good (No. 5101)Chantelle D. McClamb (No. 5978)WHITEFORD, TAYLOR & PRESTON LLCThe Renaissance Centre, Suite 500405 North King StreetWilmington, Delaware 19801Telephone: (302) 353-4144Facsimile: (302) 661-7950Email: [email protected]

[email protected]@wtplaw.com

Counsel for the Debtors and Debtors inPossession


Documents

DEBTORS’ APPLICATION FOR AN ORDER AUTHORIZING THE ... file2 recovery of certain avoidance actions (the Avoidance Actions ) under chapter 5 of the Bankruptcy Code in the Cases. In