Lenard M. Parkins (NY Bar No. 4579124) John D. Penn (NY Bar No.

4847208) Mark Elmore (admitted pro hac vice) HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, New York 10020 Telephone: (212) 659-7300 Facsimile: (212) 884-8211 Attorneys for Midland Loan Services, a Division of PNC Bank, N.A. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors. ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

LIMITED OBJECTION OF MIDLAND LOAN SERVICES TO THE MONTHLY APPLICATION OF KIRKLAND & ELLIS LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM NOVEMBER 1, 2010 THROUGH NOVEMBER 30, 2010 Midland Loan Services, a division of PNC Bank, N.A. (Midland)1 hereby files this Limited Objection of Midland Loan Services, a division of PNC Bank, N.A. (the Limited Objection) to the Monthly Application of Kirkland & Ellis LLP (Kirkland) for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in

Midland is the special servicer pursuant to the Pooling and Servicing Agreement dated as of August 13, 2007 (the Special Servicing Agreement) for that certain secured loan in the amount of not less than $825,402,542 plus interest, costs and fees (the Fixed Rate Mortgage Loan) owed by certain of the above captioned Debtors. The Fixed Rate Mortgage Loan is secured by cross-collateralized and crossdefaulted first priority mortgages, liens and security interests on forty-five (45) hotel properties and their contents and assets related thereto (collectively, the Midland Properties) and the other collateral, including all cash collateral as such term has meaning under section 363 of the Bankruptcy Code, generated by the Midland Debtors hotel and business operations with respect to the Midland Properties (the Midland Cash Collateral), as set forth in the Fixed Rate Mortgage Loan Agreement.

D-1926562

Possession for the Period from November 1, 2010 through November 30, 2010 (the November Fee Application),2 and in support thereof, respectfully represents as follows: Preliminary Statement3 1. The November Fee Application should not be approved as filed. Kirkland

charged over $41,841.50 merely monitoring, summarizing, and reviewing the LNR special servicer litigationlitigation to which the Debtors are not parties. The Court should consider whether incurring such amounts was reasonable. 2. Likewise, the Court should consider whether charging over $37,629.77 in fees

and expenses was reasonable for work related to a single motion, the Debtors Motion for Entry of an Order Authorizing the Debtors to Enter into a Premium Financing and Security Agreement With IPFS Credit Corporation (the Insurance Motion).4 3. Finally, the Court should consider whether charging over $116,047.00 in fees and

expenses in November was reasonable for work related solely to responding to objections to the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (I) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (II) Authorizing the Debtors to Compensate the Members of the Independent Committee (the Motion to Pay Fried Frank).5

2 3 4 5

Docket No. 785. Capitalized terms otherwise undefined in this Preliminary Statement have the meanings ascribed below. Docket No. 730. Docket No. 587. 2

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Background 4. On August 12, 2010, the Court entered its Order Authorizing the Retention and

Employment of Kirkland & Ellis LLP as Attorneys for the Debtor and Debtors in Possession Nunc Pro Tunc to the Petition Date (the Retention Order). Pursuant to the terms of the Retention Order, Kirklands retention was effective as of July 19, 2010. 5. On August 31, 2010, the Court entered its Order Authorizing the Establishment of

Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Fee Procedures Order). Pursuant to the Fee Procedures Order, Notice Parties, as defined in the Fee Procedures Order, must file objections to monthly applications for compensation within twenty (20) days after service of the monthly application for compensation.6 The Fee Procedures Order provides further that nothing in this Order shall affect in any way any special servicers right to object to the use of its cash collateral to fund all or part of the fees and expenses of professionals compensated from the Debtors bankruptcy estates in monthly, interim, or final fee requests nor rule on the appropriateness of such cash collateral use or any entities rights with respect thereto. Fee Procedures Order at p. 7, 10. 6. On December 30, 2010, Kirkland filed its November Fee Application. The

November Fee Application indicated that during November 2010, Kirkland incurred fees of $796,324.00 and expenses of $65,464.72 for a total of $861,788.72. Kirkland requested the payment of $637,059.20 in fees and $65,464.72 in expenses, and corresponding payment of eighty percent (80%) of the fees and one hundred percent (100%) of the expenses. Pursuant to the Fee Procedures Order, objections to the November Fee Application must be filed by January 20, 2011.
6

Midland is a Notice Party under the Fee Procedures Order.

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7.

The use of Midlands Cash Collateral is governed by the Final Order Authorizing

the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 dated September 2, 2010 (as amended) (the Final Cash Collateral Order).7 Objection A. Substantial Fees and Expenses Incurred in Connection with Monitoring Litigation to Which the Debtors Are Not Parties Should be Reviewed for Reasonableness 8. Midland objects to the payment of fees and expenses in the amounts requested

related to monitoring, summarizing, discussing, and analyzing the special servicer litigation. Ten different attorneys and three paraprofessionals spent roughly eighty hours and incurred fees of $41,841.50 on this task, which should not have required such attention. A chart showing the selected time entries related to this task is attached to this Limited Objection as Exhibit A. Accordingly, the Court should consider whether incurring such amounts was reasonable. B. Substantial Fees and Expenses Incurred in Connection with the Insurance Motion Should be Reviewed for Reasonableness 9. Midland objects to the payment of fees and expenses in the amounts requested

related to drafting and filing the Insurance Motion, a fairly standard motion in most large cases. While the Insurance Motion was necessary and appropriate, the efforts of three partners, three associates, and one paralegal for over sixty-five hours incurring fees of $37,290.00 are simply disproportionate to the task. The Insurance Motion was not especially complex or difficult, and the charges for these services in November do not even extend past the filing stage of the Insurance Motion. The time entries related to this task are categorized separately in the

November Fee Application under the category of Insurance. Accordingly, the Court should consider whether incurring such amounts was reasonable.
7

Docket No. 402. 4

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C. Substantial Fees and Expenses Incurred in Connection with Responding to Objections to the Motion to Pay Fried Frank Should be Reviewed for Reasonableness 10. Midland objects to the payment of fees and expenses in the amounts requested for

Kirklands efforts dedicated to responding to objections to the Motion to Pay Fried Frank. Again, while Kirkland can be expected to respond to objections to its motions, the fees incurred are vastly disproportionate to the task. For this task, Kirkland utilized four different partners, eight associates, and five paraprofessionals. Given how many people were involved in this task, it is unsurprising that Kirkland quickly incurred fees of $116,047.00 almost entirely in the first ten days of November. A chart showing the selected time entries related to this task is attached to this Limited Objection as Exhibit B. incurring such amounts was reasonable. D. Kirkland is Only Entitled to Interim Payment for Reasonable Fees and Expenses 11. Section 330(a)(1) of title 11 of the United States Code (the Bankruptcy Code) Accordingly, the Court should consider whether

permits the Court to award reasonable compensation to an applicant based on the actual and necessary services provided by the applicant and to reimburse the applicant for the actual and necessary expenses incurred by the applicant. See 11 U.S.C 330(a)(1). When determining the reasonableness of fees under section 330 of the Bankruptcy Code, courts look to whether the services provided are reasonably likely to benefit the debtors estate. In re Angelika Films 57th Inc., 227 B.R. 29, 42 (Bankr. S.D.N.Y. 1998); see also Stalnaker v. DLC, Ltd. and DLC Family Trust, Ltd. (In re DLC, Ltd.), 295 B.R. 593, 608-09 (B.A.P. 8th Cir. 2003) (fees may be awarded for services that are reasonably likely to benefit the debtors estate and beneficial at the time at which the service was rendered). 12. situations. Section 330(a)(4) of the Bankruptcy Code prohibits compensation in certain See 11 U.S.C. 330(a)(4). Section 330(a)(4) prohibits compensation for (i)
5

D-1926562

unnecessary duplication of services; and (ii) services that were not reasonably likely to benefit the debtors estate or necessary to the administration of the case. 11 U.S.C. 330(a)(4). To the extent a request for compensation is not per se prohibited under section 330(a)(4), section 330(a)(3) of the Bankruptcy Code provides six (6) non-exclusive factors for the courts consideration in evaluating requests for compensation. 11 U.S.C. 330(a)(3). These factors include: (i) the time spent on such services; (ii) the rates charged for such services; (iii) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (iv) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (v) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (vi) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a)(3). 13. Further, the fee applicant bears the burden of proof on his claim for

compensation. Houlihan Lokey Howard & Zukin Capital v. High River Ltd. P'ship, 369 B.R. 111, 115 (S.D.N.Y. 2007); see also Gardere & Wynn v. Turoff (In re Hunt), 196 B.R. 356, 359 (N.D. Tex. 1996); In re Gillett Holdings, Inc., 137 B.R. 462, 471 (Bankr. D. Colo. 1992). Accordingly, an application for compensation and reimbursement of expenses must demonstrate that the professionals services were necessary and made a beneficial contribution to the estate or its creditors. In re Engel, 124 F.3d 567, 573 (3d Cir. 1997).

D-1926562

General Reservation of Rights 14. Midland reserves its right to submit additional objections to the compensation

requested by Kirkland when Kirkland submits interim and final fee applications. The failure to raise additional objections at this time is not a wavier of any additional objections thereto. Local Rule 9013-1(a) 15. This pleading includes citations to the applicable rules and statutory authorities

upon which relief requested herein is predicated and a discussion of their application to this pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a). WHEREFORE, Midland respectfully requests that the Court enter an order (i) sustaining this Limited Objection; (ii) substantially reducing the compensation requested under the November Fee Application; and (iii) granting Midland such other and further relief as is equitable and just.
Dated: January 20, 2011 New York, New York HAYNES AND BOONE, LLP

/s/ John D. Penn Lenard M. Parkins (NY Bar #4579124) Mark Elmore (admitted pro hac vice) 1221 Avenue of the Americas, 26th Floor New York, NY 10020-1007 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 - and John D. Penn, Esq. (NY Bar # 4847208) Haynes and Boone, LLP 201 Main Street, Suite 2200 Fort Worth, Texas 76102 Telephone No.: (817) 347-6610 Facsimile No.: (817) 348-2300 ATTORNEYS FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, N.A.
D-1926562

EXHIBIT A Selected Time Entries for Monitoring the Special Servicer Litigation Date Timekeeper Description
Draft memorandum re special servicer state court litigation (2.9); research and analyze statutory and case law re same (3.1); review documents re same (1.3); office conference with T. Schwartz re same (.1). Review and analyze issues re special servicer state court litigation. Compile and distribute documents re bankruptcy and special servicer litigation dockets. Review documents re state court special servicer litigation (.3); conference with working group re same (.7) Research, compile information re state court special servicer litigation (1.8); correspond with T. Schwartz. J. Cali re same (.5). File Omni affidavits of service re recent filings (.2); review, revise working group and contact lists (.8); compile and distribute documents re bankruptcy and special servicer litigation dockets (1.0). Conference with M. Carmel re state court special servicer litigation issue. Research re procedural issues re state court special servicer litigation (3.5); conference with T. Schwartz re same (.4); telephone conference with working group re same (.7); draft outline of declaration re exclusivity issues (1.0).

Rate

Hours

Fee

11-1-10

Christopher H Langbein

$505.00

7.40

$3,737.00

11-1-10

Anup Sathy, P.C.

$895.00

0.90

$805.50

11-1-10

Gary M Vogt

$280.00

0.80

$224.00

11-2-10

Gary E Axelrod, P.C.

$725.00

1.00

$725.00

11-2-10

Gary M Vogt

$280.00

2.30

$644.00

11-2-10

Gary M Vogt

$280.00

1.00

$280.00

11-2-10

Adam Goldstein

$600.00

0.10

$60.00

11-2-10

Patrick J King

$495.00

4.60

$2,277.00

D-1926562

11-2-10

Todd M Schwartz

Review and revise exclusivity reply outline (2.5); correspond with working group re same (.5); correspond with working group re stake court special servicer litigation (.9). Review documents re state court special servicer litigation. Review documents re state court special servicer litigation. Analyze strategic issues re special servicer litigation (1.0); conferences with working group re exclusivity pleadings (.5). Compile and distribute documents re bankruptcy and special servicer litigation dockets. Compile and distribute documents re bankruptcy and special servicer litigation dockets (.7); file Omni affidavits of service re recent filings (.4). Correspond with J. Cali, T. Schwartz re special servicer litigation. Review and analyze issues re exclusivity reply (1.0); office conference with A. Sathy re state court special servicer litigation (.8); telephone conferences with P. King and W. Guerrieri re exclusivity reply (.8); telephone conferences and correspond with M. Carmel re same (.2); telephone conferences with B. Greer re same (.4); correspond with A. Sathy re same (.2). File Omni affidavits of service re recent filings (.3); compile and distribute documents re bankruptcy and special servicer litigation dockets (1.2). File Omni affidavits of service re recent filings (.5); compile and distribute documents re bankruptcy and special servicer litigation dockets (.7).

$550.00

0.90

$495.00

11-2-10 11-2-10 11-3-10

Daniel T Donovan Anup Sathy, P. C. Daniel T Donovan

$695.00 $895.00 $695.00

0.50 0.50 1.00

$347.50 $447.50 $695.00

11-3-10

Gary M Vogt

$280.00

1.60

$448.00

11-4-10

Gary M Vogt

$280.00

0.70

$196.00

11-4-10

Gary M Vogt

$280.00

0.40

$112.00

11-4-10

Todd M Schwartz

$550.00

0.80

$440.00

11-8-10

Gary M Vogt

$280.00

1.20

$336.00

11-9-10

Gary M Vogt

$280.00

0.70

$196.00

D-1926562

11-10-10

Anup Sathy, P.C.

Telephone conference with the Company re special servicer litigation issues. Compile and distribute documents re bankruptcy and special servicer litigation dockets. Review pleadings and discovery re special servicer litigation (.9); prepare documents re same for review (1.2); prepare exhibits to selected declarations and motions for review (1.9). Correspond with working group and the Company re special servicer litigation issue (.1); review documents re same (.2). Research re procedural issues re special servicer litigation. Review and analyze pleadings re special servicer litigation (.9); correspond with working group re same (.5). Review and analyze removal papers re special court servicer litigation. Telephone conferences with working group re special servicer litigation. Review and analyze pleadings re special servicer litigation.

$895.00

0.50

$447.50

11-10-10

Gary M Vogt

$280.00

0.80

$224.00

11-11-10

Benjamin J Jones

$200.00

4.00

$800.00

11-11-10 11-11-10 11-11-10

Marc J Carmel Patrick J King Todd M Schwartz

$735.00 $495.00 $550.00

0.30 3.80 1.40

$220.50 $1,881.00 $770.00

11-11-10

Anup Sathy, P.C.

$895.00

0.50

$447.50

11-12-10

Paul Basta

$955.00

1.30

$1,241.50

11-12-10

Anup Sathy, P.C. Review, revise working group and contact lists (2.8); compile and distribute documents re bankruptcy, district and special servicer litigation dockets (1.7); telephone conference with working group re work in process (.5). Compile and distribute documents re bankruptcy, district court and special servicer litigation dockets (.9); review and revise working group and contact lists (.7).

$895.00

0.80

$716.00

11-12-10

Gary M Vogt

$280.00

1.70

$476.00

11-15-10

Gary M Vogt

$280.00

0.90

$252.00

D-1926562

10

11-16-10 11-16-10 11-17-10

Todd M Schwartz Anup Sathy, P.C. Paul Basta

Correspond with M. Murphy re special servicer litigation. Review pleadings re special servicer litigation. Review and analyze issues re special servicer litigation. Compile and distribute documents re bankruptcy, district, special servicer litigation dockets (1.0); file Omni affidavits of service re recent filings (.3). Review and analyze documents re special servicer adversary proceeding. Compile documents re removal of special servicer state court litigation for attorney review. Review and analyze mortgage allocation issues (.4); conference with A. Sathy re same (.3); conference with D. Donovan and A. Sathy re special servicer adversary proceeding (.8). Conference with D. Donovan and J. Landis re discovery (.5); telephone conference with R. Foster. J. Landis, and M. Dualeh re discovery (.4); research re special servicer adversary proceeding (5.4); telephone conference with D. Donovan. A. Sathy, and G. Axelrod re same (1.2). Telephone conference with working group re special servicer adversary proceeding. File AP Services staffing report for October 2010 (.2); coordinate with Omni re service of same (.1); compile documents re special servicer litigation (.8); compile and distribute documents re bankruptcy, adversary, district court dockets (.9).

$550.00 $895.00 $955.00

0.60 0.80 1.30

$330.00 $716.00 $1,241.50

11-17-10

Gary M Vogt

$280.00

1.00

$280.00

11-18-10

Anup Sathy, P.C.

$895.00

1.20

$1,074.00

11-19-10

Rebecca E Weinstein

$155.00

3.50

$542.50

11-19-10

Gary E Axelrod, P.C.

$725.00

0.80

$580.00

11-19-10

Patrick J King

$495.00

6.60

$3,267.00

11-19-10

Anup Sathy, P.C.

$895.00

1.20

$1,074.00

11-19-10

Gary M Vogt

$280.00

0.80

$224.00

D-1926562

11

11-19-10 11-20-10 11-22-10

James H M Sprayregen, P.C. Patrick J King Patrick J King

Telephone conference with working group re special servicer adversary proceeding. Draft memorandum re special servicer adversary proceeding. Telephone conference with D. Donovan re special servicer adversary proceeding (.2); revise memorandum same (3.5). Analyze pleadings and documents re special servicer adversary proceeding (1.3); review and revise memorandum re same (1.2). Analyze pleadings and documents re special servicer adversary proceeding (.6); review and revise memorandum re same (1.9). Review and revise memorandum re special servicer adversary proceeding. Review and analyze pleadings re special servicer adversary proceeding. Review documents re special servicer adversary proceeding. Review and analyze documents re special servicer adversary proceeding. Review and analyze materials re special servicer adversary proceeding.

$995.00 $495.00 $495.00

0.90 6.00 3.70

$895.50 $2,970.00 $1,831.50

11-22-10

Daniel T Donovan

$695.00

2.50

$1,737.50

11-23-10

Daniel T Donovan

$695.00

2.50

$1,737.50

11-23-10

Anup Sathy, P. C.

$895.00

0.90

$805.50

11-29-10 11-30-10 11-30-10

Anup Sathy, P.C. Marc J Carmel Patrick J King

$895.00 $735.00 $495.00

1.20 0.50 0.70

$1,074.00 $367.50 $346.50

11-30-10

Anup Sathy. P.C.

$895.00

0.90

$805.50

Total

$41,841.50

D-1926562

12

EXHIBIT B Selected Time Entries for Responding to the Objection to the Motion to Pay Fried Frank Date Timekeeper Description
Review objection to motion to compensate Fried Frank, independent committee trustees (.6); telephone conference with working group re same (.6); draft outline reply of same (3.7); review and revise same (1.4). Telephone conference with M. Carmel and J. Zinman re objection to motion to compensate Fried Frank, independent trustees (.4); review and analyze correspondence from J. Penn re same (.5); conference with J. Zinman re same (.2); review and revise outline of reply re motion to compensate Fried Frank, independent trustees (1.0). Prepare for and attend telephone conferences with J. Penn, working group, the Company re motion to compensate Fried Frank, independent trustees (.8); correspond with A. Sathy, D. Donovan. J. Penn, Fried Frank re same (.6); review, revise documents re same (.4); telephone conferences with Fried Frank re same (.4); correspond with constituents, the Company, Moelis re data room (.5). Telephone conferences with working group and the Company re reply to objection to motion to compensate Fried Frank. Review and revise reply to objections to motion to compensate Fried Frank and independent trustees. Review and revise reply to objection to motion to compensate Fried Frank, independent trustees (.9); analyze director fee issues re same (.3).

Rate

Hours

Fee

11-1-10

Jonathan Zinman

$550.00

6.30

$3,465.00

11-1-10

Jennifer Marines

$640.00

2.10

$1,344.00

11-1-10

Marc J Carmel

$735.00

2.20

$1,617.00

11-1-10

Paul Basta

$955.00

2.00

$1,910.00

11-2-10

Jonathan Zinman

$550.00

1.60

$880.00

11-2-10

Jennifer Marines

$640.00

1.20

$768.00

D-1926562

13

11-2-10

Marc J Carmel

Telephone conferences with D. Donovan, the Company, constituents. Fried Frank re motion to compensate Fried Frank, independent trustees (1.7); office conference with A. Sathy re same (.3); correspond re same (.5); review, revise order re same (.3); review documents re reply (.6); prepare for and attend office conference with T. Schwartz re confidentiality agreements (.3); review documents re same (.2); review, revise hearing outline re motion to compensate Fried Frank, independent trustees (.8) Prepare documents re reply to objection to motion to compensate Fried Frank and independent trustees. Draft reply to objections to motion to compensate Fried Frank and independent trustees (5.1); correspond with working group re same (.6); telephone conference with working group re same (.8). Review documents re reply to objection to motion to compensate Fried Frank, independent trustees. Review and revise reply to motion to compensate Fried Frank, independent trustees (.4); correspond with J. Zinman re same (.2); review and analyze objections re same (1.1); telephone conference with M. Carmel and J. Zinman re same (.9). Review objections to motion to compensate Fried Frank, independent trustees (1.2); prepare for and attend telephone conferences with working group re same (.8); correspond with working group, the Company re same (.4); review documents re reply to same (.4). Review and analyze objections to motion to compensate Fried Frank, independent trustees (.7); conference with T. Schwartz re procedural issues re same (.9); draft outline re same (.6).

$735.00

4.20

$3,087.00

11-3-10

Sofia Sheth

$180.00

2.00

$360.00

11-3-10

Jonathan Zinman

$550.00

6.50

$3,575.00

11-3-10

Christopher H Langbein

$505.00

1.20

$606.00

11-3-10

Jennifer Marines

$640.00

2.60

$1,664.00

11-3-10

Marc J Carmel

$735.00

2.80

$2,058.00

11-3-10

Patrick J King

$495.00

2.20

$1,089.00

D-1926562

14

11-3-10

William Guerrieri

Review, analyze issues re objections to motion to compensate Fried Frank, independent trustees (1.2); correspond with working group re same (.4). Review and analyze objection re motion to compensate Fried Frank, independent trustees. Review and analyze objections to motion to compensate Fried Frank independent trustees. Review, compile documents re motion to compensate Fried Frank, independent trustees (3.4); correspond with J. Kuo re same (.1). Draft, review and revise reply to objections to motion to compensate Fried Frank, independent trustees (3.7); review and summarize precedent re same (2.4); draft, review and revise hearing notes re same (1.8). Attend office conference with J. Zinman re motion to compensate Fried Frank, independent trustees (.3); review pleadings re same (.8); draft and revise pleading re same (2.3); review documents and precedent re same (2.2); research case law re same (.4); draft summary re research re same (1.1). Draft reply to objection to motion to compensate Fried Frank and independent trustees (1.0); review documents and pleadings re same (1.2); research case law re same (.9). Review and analyze objections to motion to compensate Fried Frank, independent trustees (2.0); review and revise reply to same (1.4); correspond and conferences with working group re same (1.1); conduct and analyze research re same (.9); review and analyze revised order re same (.6).

$505.00

1.60

$808.00

11-3-10

Todd M Schwartz

$550.00

0.50

$275.00

11-3-10

Anup Sathy. P. C.

$895.00

0.50

$447.50

11-4-10

Sofia Sheth

$180.00

3.50

$630.00

11-4-10

Jonathan Zinman

$550.00

7.90

$4,345.00

11-4-10

Anthony Grossi

$445.00

7.10

$3,159.50

11-4-10

Christopher H Langbein

$505.00

3.10

$1,565.50

11-4-10

Jennifer Marines

$640.00

6.00

$3,840.00

D-1926562

15

11-4-10

Andrew Brniak

Review documents re issues re reply to objections to compensate Fried Frank, independent trustees. Review, revise objections to motion to compensate Fried Frank, independent trustees (1.4); draft document re same (.7); review, revise order re Fried Frank, independent trustees (.8); correspond with working group re order to approve compensation to Fried Frank, independent trustees (.3) prepare for and attend telephone conferences with the Company, working group re same (.6); telephone conference with J. Marines re reply re same (.3); review objections re same (.8). Review, compile materials re reply to objections to motion to compensate Fried Frank and independent committee members. Review and analyze objections to motion to compensate Fried Frank, independent trustees (.9); conduct factual research re same (3.4) Review, analyze issues re objections to motion to compensate Fried Frank and independent committee members (1.7); correspond with working group re same (.4); draft outline re response to same (1.4). Telephone conferences with working group re reply to objections to motion to compensate Fried Frank independent committee (.4); correspond with working group re confidentiality agreements (.9). Draft reply to objections to motion to compensate Fried Frank, independent trustees (3.7); review and revise same (3.9).

$155.00

1.70

$263.50

11-4-10

Marc J Carmel

$735.00

4.90

$3,601.50

11-4-10

Gary M Vogt

$280.00

4.30

$1,204.00

11-4-10

Patrick J King

$495.00

4.30

$2,128.50

11-4-10

William Guerrieri

$505.00

3.50

$1,767.50

11-4-10

Todd Schwartz

$550.00

0.40

$220.00

11-5-10

Jonathan Zinman

$550.00

7.60

$4,180.00

D-1926562

16

11-5-10

Anthony Grossi

Revise reply to objections to motion to compensate Fried Frank and independent trustees (.7); research case law re disinterestedness (1.2); draft summary re trustee compensation (.9); correspond with working group re same (.1); draft citations re reply objections to motion to compensate Fried Frank and independent trustees (.2). Research case law and related issues re motion to compensate Fried Frank and independent trustees (1.7); draft documents re same (1.0). Conduct and analyze research re Fried Frank, independent trustees compensation reply (1.2); correspond with working group re same (.8); telephone conference with constituents re same (.7); telephone conference with Moelis and the Company re same (.6); review and revise Fried Frank, independent trustees compensation reply (3.7); review issues re testimony and declaration re same (.6). Telephone conference with constituents re motion to compensate Fried Frank, independent trustees (.8); telephone conferences with M. Roose re same (.3); review, revise reply re same (.7); review objections re same (1.1); prepare for and attend telephone conferences with working group re same, hearing (.8); telephone conference with bankruptcy court re motion to compensate Fried Frank, independent trustees (.3); telephone conferences with P. Basta re same (.5). Compile, organize materials re reply re motion to compensate Fried Frank and independent trustees. Correspond with working group re motion to compensate Fried Frank, independent trustees (.6); review and revise documents re same (.6).

$445.00

3.10

$1,379.50

11-5-10

Christopher H Langbein

$505.00

2.70

$1,363.50

11-5-10

Jennifer Marines

$640.00

7.60

$4,864.00

11-5-10

Marc J Carmel

$735.00

4.50

$3,307.50

11-5-10

Gary M Vogt

$280.00

2.30

$644.00

11-5-10

William Guerrieri

$505.00

1.20

$606.00

D-1926562

17

11-5-10

Anup Sathy, P.C.

Telephone conference with working group re motion t o compensate Fried Frank, independent trustee. Review and revise reply to objections to motion to compensate Fried Frank and independent trustees. Review and revise reply to objections to motion to compensate Fried Frank, independent trustees (.7); conferences with M. Carmel and A. Grossi re same (.3). Review, revise reply re motion to compensate Fried Frank, independent trustees (1.6); telephone conferences with J. Marines re same (.3); correspond re same (.4); telephone conferences with P. Basta, Fried Frank re same (.3). Telephone conferences with Fried Frank re resolution of motion to compensate Fried Frank, independent trustees (.4); follow up re same (.2). Conferences with working group re motion to compensate Fried Frank, independent trustees. Review and revise omnibus reply t o motion to compensate Fried Frank and independent trustees (1.2); correspond with J. Marines re same (.2); review and revise research re same (4.5); coordinate cite check for reply (.3). Review and revise reply to objections to motion to compensate Fried Frank, independent trustees (5.2); review and analyze trustee compensation issues (3.9); conferences with M. Carmel and A. Grossire same (.9). Review, revise reply re motion to compensate Fried Frank, independent trustees (2.2); correspond re same (.4); prepare for and attend telephone conferences with J. Marines re same (.3).

$895.00

0.50

$447.50

11-6-10

Anthony Grossi

$445.00

2.60

$1,157.00

11-6-10

Jennifer Marines

$640.00

1.00

$640.00

11-6-10

Marc J Carmel

$735.00

2.60

$1,911.00

11-6-10

Paul Basta

$955.00

0.60

$573.00

11-6-10

James H M Sprayregen, P. C.

$995.00

0.70

$696.50

11-7-10

Anthony Grossi

$445.00

6.20

$2,759.00

11-7-10

Jennifer Marines

$640.00

10.00

$6,400.00

11-7-10

Marc J Carmel

$735.00

2.90

$2,131.50

D-1926562

18

11-7-10

Jacob Goldfinger

Review, revise, and cite check omnibus reply re motion to compensate Fried Frank and independent trustees. Review and analyze issues re reply to objections to motion to compensate Fried Frank, independent trustees. Review and revise trustee compensation documents (.2); review and revise reply to objection to motion to compensate Fried Frank, independent trustees (1.8); draft hearing outline re same (1.2); review and revise trustee compensation materials (.2). Review and revise research re trustee compensation issues (2.4); review revised reply to prepare draft of hearing notes (.9); draft outline re same (.3); research re specia1 counsel retention (1.8); correspond with J. Marines re same (.1). Telephone conferences with Moelis , the Company, and working group re exclusivity and reply re Fried Frank, independent trustees compensation (2.0); review and revise pleading re same (4.2); review and revise trustee compensation research (.7); review documents re same (.5); conferences with working group re revised order re same (1.2); review and revise hearing notes re same (.6). Review, revise reply re motion to compensate Fried Frank, independent trustees (1.7); review, revise exhibits re same (.7); correspond with the Company, Moelis, working group re same (.4);prepare for and attend telephone conferences with the Company, Moelis, working group re same (1.2); correspond with J. Penn re same (.2). Review case law re motion to compensate Fried Frank and independent trustees (.8); correspond with working group re same (.5).

$270.00

2.30

$621.00

11-7-10

Paul Basta

$955.00

0.70

$668.50

11-8-10

Anthony Grossi

$445.00

3.40

$1,513.00

11-8-10

Anthony Grossi

$445.00

5.50

$2,447.50

11-8-10

Jennifer Marines

$640.00

9.20

$5,888.00

11-8-10

Marc J Carmel

$735.00

4.20

$3,087.00

11-8-10

Jacob Goldfinger

$270.00

1.30

$351.00

D-1926562

19

11-8-10

Adam Goldstein

Correspond and telephone conference with M. Carmel and W. Guerrieri re hearing outline re motion to compensate Fried Frank, independent trustees. Compile documents re Fried Frank, Independent trustee compensation motion (1.2); prepare and distribute chart re same (.9); correspond with A. Grossire same (.4). Revise reply to Fried Frank, independent trustee compensation objections. Review and revise trustee compensation documents (1.3); review and revise reply re Fried Frank, independent trustee compensation (1.2); draft and revise hearing notes re same (1.3). Prepare for and attend telephone conference with Fried Frank re pleadings (.5); review and revise trustee compensation materials (.7); review and revise reply in support of Fried Frank, independent trustees compensation (3.5); revise hearing outline re same (1.8); prepare summary of independent trustees (2.0). Review, revise reply re motion to compensate Fried Frank, independent trustees (3.1); prepare for and attend telephone conferences with Fried rank re same (.3); prepare for and attend office conferences with Moelis, working group, the Company re same (2.3); prepare for and attend telephone conferences with the Company, working group, Moelis re corporate issues, hearing status (.8); review, revise hearing outline re motion to compensate Fried Frank, independent trustees (.8); correspond with working group re same (.3). Finalize, file reply re Fried Frank and independent trustee compensation (.3) coordinate with Omni re service of same (.2); research, compile documents re trustee compensation (2.8).

$600.00

0.50

$300.00

11-8-10

Robert Orren

$215.00

2.50

$537.50

11-8-10

Anup Sathy, P.C.

$895.00

0.90

$805.50

11-9-10

Anthony Grossi

$445.00

3.80

$1,691.00

11-9-10

Jennifer Marines

$640.00

8.50

$5,440.00

11-9-10

Marc J Carmel

$735.00

6.80

$4,998.00

11-9-10

Gary M Vogt

$280.00

3.30

$924.00

D-1926562

20

11-9-10

Paul Basta

Telephone conference with Fried Frank, independent trustee re compensation motion. Revise reply to Fried Frank, independent trustee compensation motion. Review, revise documents re hearing on motion to compensate Fried Frank, independent trustees (.9); draft correspondence to the Company, Moelis working group re corporate issues (.5). Telephone conference with working group re letter from preferred shareholder committee re Fried Frank and independent committee compensation (.5); draft hearing outline for proposed telephone conference with bankruptcy court re same (1.1). Draft hearing outline re proposed telephone conference with court re Fried Frank and independent trustee compensation (1.1); research re legal issues re same (2.8). Review and revise hearing outline re proposed status conference re Fried Frank and independent trustee compensation. Telephone conference with Fried Frank. P. Basta, preferred shareholders committee re request from preferred shareholders committee.

$955.00

1.80

$1,719.00

11-9-10

Anup Sathy, P.C.

$895.00

0.90

$805.50

11-10-10

Marc J Carmel

$735.00

0.90

$661.50

11-17-10

Jonathan Zinman

$550.00

1.60

$880.00

11-18-10

Jonathan Zinman

$550.00

3.90

$2,145.00

11-19-10

Jonathan Zinman

$550.00

1.10

$605.00

11-22-10

Marc J Carmel

$735.00

0.30

$220.50

Total

$116,047.00

D-1926562

21