Attorneys For Midland Loan Services, A Division of PNC Bank, N.A

Lenard M. Parkins (NY Bar No. 4579124) John D. Penn (NY Bar No.
4847208) Mark Elmore (admitted pro hac vice) HAYNES AND BOONE, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 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
OBJECTION OF MIDLAND LOAN SERVICES TO THE FIRST INTERIM APPLICATION OF KIRKLAND & ELLIS LLP FOR (A) COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND (B) REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED DURING THE PERIOD JULY 19, 2010 THROUGH NOVEMBER 30, 2010 Midland Loan Services, a division of PNC Bank, N.A. (Midland)1 hereby files this Objection of Midland Loan Services (the Objection) to the First Interim Application of Kirkland & Ellis LLP (Kirkland) for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses Incurred During the Period July 19,
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.
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2010 Through November 30, 2010 (the First Interim Fee Application),2 and in support thereof, respectfully represents as follows: Background 1. 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. 2. 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).3 The Fee Procedures Order provides 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. 3. On January 14, 2011, Kirkland filed its First Interim Fee Application. Kirkland
has previously filed monthly fee applications for July, August, September, October, and November of 2010.4 Midland has filed objections (the Midland Objections) to all five of the Kirkland monthly fee applications.5
2 3 4 5
Docket No. 826. Docket No. 189. Docket Nos. 318, 571, 632, 733, and 785, respectively. Docket Nos. 418, 664, 728, 775, and 842.
2
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4.
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).6 Objection 5. Midland objects to the payment of fees and expenses in the amounts requested in
the First Interim Fee Application for the reasons more fully stated in the Midland Objections attached hereto as Exhibits 1, 2, 3, 4, and 5. 6. Additionally, Midland concurs in and joins the Objection of the United States
Trustee to First Interim Applications For Compensation and Reimbursement of Expenses.7 Local Rule 9013-1(a) 7. This pleading, together with the documents attached hereto, 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. pleading satisfies Local Bankruptcy Rule 9013-1(a). WHEREFORE, Midland respectfully requests that the Court enter an order (i) sustaining this Objection; (ii) substantially reducing the compensation requested under the First Interim Fee Application; and (iii) granting Midland such other and further relief as is equitable and just. Accordingly, Midland submits that this
6 7
Docket No. 402. Docket No. 869.

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Dated:
February 18, 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) 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Telephone No.: (212) 659-7300 Facsimile No.: (212) 884-8211 - and John D. Penn (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.
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EXHIBIT 1
HAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, NY 10020 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 Lenard M. Parkins (NY Bar #4579124) John D. Penn (NY Bar # 4847208, admitted pro hac vice) Mark Elmore (admitted pro hac vice) Attorneys for Midland Loan Services, Inc. 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
MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO MONTHLY APPLICATION OF KIRKLAND & ELLIS LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY 19, 2010 THROUGH JULY 31, 2010 Midland Loan Services, Inc. (Midland), 1 hereby files its Limited Objection to Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors in Possession for the Period From July 19, 2010 Through July 31, 2010 (the Limited Objection) and respectfully represents:
1
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 referenced Debtors. The Fixed Rate Mortgage Loan was made pursuant to that certain loan agreement dated as of June 29, 2007 (as amended, the Fixed Rate Mortgage Loan Agreement), and is evidenced by (i) a certain Replacement Note A-1 and (ii) a certain Replacement Note A-2, each dated as of August 9, 2007, and each in the original principal amount of $412,701,271. Replacement Note A-1 was assigned to LaSalle Bank National Association as trustee for the holders of the LB-UBS Commercial Mortgage Trust 2007-C6. Bank of America, N.A. is the successor-in-interest to LaSalle Bank National Association (the Fixed Rate Trustee). Replacement Note A-2 is currently held by the trustee for the holders of the LB-UBS Commercial Mortgage Trust 2007-C7.
1.
Midlands Limited Objection to the monthly application for compensation (the
Application) (docket no. 318) filed on August 25, 2010 by Kirkland & Ellis LLP (Kirkland) relates to a request for fees in the amount of $119,113.00 and expenses in the amount of $1,379.40 as compensation for work categorized as Disclosure Statement and Plan of Reorganization Issues. Application p. 5, matter no. 12. 2. Midland objects to its cash collateral being used to fund estate professionals in
furtherance of the failed cramdown plan of reorganization (Failed Plan) described in the plan support agreement (the Lock-Up Agreement), the assumption of which this Court denied at the hearing held on September 1, 2010 (the September 1 Hearing). 3. It is simply beyond reproach for Midland to have the Debtors use Midlands cash
collateral to fund the Debtors professionals attempts to effect a coerced write-off of over $250 Million of principal of Midlands debt in a cramdown, especially given the process the Debtors employed in the attempt. Further, the Debtors have access to other assets to pay professionals the assets encumbered by Lehman ALI, Inc. (the Lehman Assets), the only creditor supporting the Failed Plan leading up to the September 1 Hearing. The Lehman Assets appear to generate funds sufficient to pay the expenses of operating the Lehman properties and the reasonable costs of Debtors professionals. Because Lehman has supported the Failed Plan, its cash collateral should pay for the costs associated with the Debtors prosecution of that effort, not Midland. 4. Additionally, as noted in another of other pleadings filed by Midland, it is
improper to surcharge its collateral for administrative expenses that do not provide a direct benefit to Midland. The Failed Plan provided Midland with no benefit and Midlands cash collateral cannot be surcharged with those costs.
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5.
Midland emphasizes that it does not object to the use of its cash collateral to fund
the operations (including overhead after reasonable allocation) of the Midland Properties, but does not consent to fees for professionals advocating positions harmful to Midlands interests. 6. The Debtors and their professionals should not be permitted to manipulate the
outcome by any attempt to allocate professional fees or expenses to be borne by Midlands cash collateral in a way that might attempt to shift a disproportionate share of the fees and expenses for other items to compensate for the fees and expenses that are the subject of this Objection. 7. Finally, the Failed Plan provided no benefit to the Debtors estates. The fees and
expenses incurred in pursuing the Failed Plan, including prosecuting the motion seeking the assumption of the Lock-Up Agreement are not compensable and should be disallowed in their entirety. The Debtors and creditors incurred a staggering amount of fees as a result of the Debtors prosecution of the Failed Plan and their strategy in doing so. The Court should not countenance such waste by compensating those who pursued that course of action. LEGAL AUTHORITY IN SUPPORT OF OBJECTION 8. In a typical carve-out situation, a debtor (or other estate professional) is not
entitled to use a secured creditors cash collateral to finance efforts to challenge a secured lenders claims or interests in its collateral. Accordingly, the Debtors attorneys, as estate professionals, cannot use the Midland cash collateral to advocate the proposed cramdown plan, which is a direct challenge to Midlands position. 9. Likewise, Midlands collateral pool cannot be surcharged. The Second Circuit
has held time and time again that a secured creditors collateral cannot be surcharged for payment of attorneys fees unless there is a direct benefit, one not merely incidental to the reorganization. See, e.g., In re Flagstaff Foodservice Corp. (Flagstaff I), 739 F.2d 73 (2d Cir.
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1984); In re Flagstaff Foodservice Corp. (Flagstaff II), 762 F.2d 10 (2d Cir. 1985); Harvis Trien & Beck, P.C. v. Federal Home Loan Mortgage Corp. (In re Blackwood Assocs., L.P.), 153 F.3d 61 (2d. Cir. 1998); In re Hotel Syracuse, Inc., 275 B.R. 679 (Bankr. N.D.N.Y. 2002). 10. The proposed cramdown of Midlands claims does not constitute a direct benefit
to Midland quite the opposite. If other secured creditors, such as Lehman, support the Failed Plan and actions described in the Craven Declaration and the PSA, then those secured creditors should bear the responsibility of paying any professional fees associated with this course of action, not Midland. 11. The fees and expenses incurred by the Debtors in pursuing the Failed Plan did not
provide any benefit to the Debtors estates and, as such, are not compensable. Local Rule 9013-1(a) 12. This pleading includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated and a discussion of their application to this pleading. Accordingly Midland submits that this pleading satisfies Local Bankruptcy Rule 90131(a). CONCLUSION WHEREFORE, Premises Considered, Midland respectfully requests that this Court enter an order (i) denying payment from out of Midlands cash collateral for fees requested in the amount of $119,113.00 for actions performed in furtherance of the Failed Plan and related expenses in the amount of $1,379.40, (ii) denying the requested compensation in the amount of $119,113.00 along with the related expenses of $1,379.40 and (iii) granting such other relief as is necessary or appropriate. Dated: September 8, 2010 New York, New York
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/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, admitted pro hac) 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, INC.
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Proposed Order
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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
ORDER GRANTING MIDLAND LOAN SERVICES, INC.S LIMITED OBJECTION TO MONTHLY APPLICATION OF KIRKLAND & ELLIS LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE DEBTORS IN POSSESSION FOR THE PERIOD FROM JULY 19, 2010 THROUGH JULY 31, 2010 Upon the limited objection (the Limited Objection)2 of Midland Loan Services, Inc. (Midland) to the monthly application for compensation (the Application) of Kirkland & Ellis LLPs (Kirkland) seeking entry of an order denying payment out of Midlands cash collateral of certain fees and expenses associated with plan and disclosure statement issues (i) the relief requested in the Limited Objection is appropriate; (ii) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (iii) this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (iv) venue of this proceeding and this Limited Objection in this District is proper pursuant to 28 U.S.C. 1408 and 1409; and (v) notice of this Limited Objection was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Limited Objection is GRANTED; and its is further
Capitalized terms used, but not otherwise defined herein, shall have the meanings set forth in the Limited Objection.
ORDERED that Midlands cash collateral may not be surcharged for any portion of fees in the amount of $119,113.00 for actions performed in furtherance of the Debtors plan and disclosure statement or for related expenses in the amount of $1,379.40; and, it is further ORDERED that Midlands objection to the fees in the amount of $119,113.00 for actions performed in furtherance of the Debtors plan and disclosure statement or for related expenses in the amount of $1,379.40 is sustained and the request for compensation and reimbursement for the same is denied; and, it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.
Dated:
September __, 2010 New York, New York
__________________________________________ HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE
EXHIBIT 2
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, Inc. 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, INC. 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 AUGUST 1, 2010 THROUGH AUGUST 31, 2010 Midland Loan Services, Inc. (Midland)1 hereby files this Limited Objection of Midland Loan Services, Inc. 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 August 1, 2010 through August 31, 2010 (the Limited Objection), and in support thereof, respectfully represents as follows:
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Preliminary Statement2 1. The Fee Application cannot be approved as filed. While Midland appreciates that
Kirkland deferred its request for compensation related to the Plan Support Agreement dispute (by deferring a request for payment of items in the Plan and Disclosure Statement matter number), its deferral is inadequate and should be substantially greater. As will be demonstrated below, fees and expenses related to the Plan Support Agreement litigation were posted into matter numbers other than Plan and Disclosure Statement and should not be paid where they were posted.3 2. Also, the fees and expenses incurred in connection with the Debtors dispute with
Marriott International, Inc. (Marriott) regarding the Troy Central location (and generally included within number 15 Franchise Issues) were not reasonable and in any event, should not be charged against Midlands Cash Collateral. That dispute solely involved the Floating Rate Pool and was apparently supported by the Floating Rate lender Lehman ALI, Inc. (Lehman). Any fees and expenses that may be allowed in connection with that litigation should be borne by Lehmans cash collateral, without any allocation against Midlands Cash Collateral. Background 3. 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, Kirkland & Ellis LLPs (Kirkland) retention was effective as of July 19, 2010.
Capitalized terms otherwise undefined in this Preliminary Statement have the meanings ascribed
below.
3
Alternatively, the amounts charged to the other matters are unreasonably large by at least 50%.
2
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4.
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.4 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. 5. On October 13, 2010, Kirkland filed its 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 August 1, 2010 Through August 31, 2010 (the Fee Application). The Fee Application indicated that during August 2010, Kirkland incurred fees of $2,851,240.50 and expenses of $153,021.48 for a total of $3,004,261.98. Kirkland deferred without explanation requesting payment of fees of $700,577.50 and $4,725.54 in expenses for a total of $705,303.04. Kirkland requested the payment of
$1,720,530.40 in fees and $148,295.94 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 Fee Application must be filed by November 5, 2010. 6. 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
Midland is a Notice Party under the Fee Procedures Order.

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Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 dated September 2, 2010 [Docket Entry #402] (as amended) (the Final Cash Collateral Order). Objection A. Midland Objects to Payment of Plan Support Agreement Litigation Costs, including Fees and Expenses in Categories other than Plan and Disclosure Statement 7. Midland objects to the payment of any fees and expenses related to the Plan
Support Agreement litigation as unreasonable and not allowable. The Debtors caused parties to incur millions of dollars of litigation expense in their ultimately futile effort to obtain the assumption of the Plan Support Agreement. No compensation should be allowed for those efforts especially since the fees would be funded from lenders cash collateral. 8. Some of the fees and expenses related to the Plan Support Agreement litigation
are noted in the Plan and Disclosure Statement matter number (which Kirkland indicates are being deferred). However, a significant amount of fees and expenses related to that litigation may also be found in other matter numbers. These may have been placed in the other matter numbers either by mistake or perhaps to reduce the fees billed to the Plan and Disclosure Statement matter number. 9. As will be more fully outlined below, there are a substantial number of entries
where the allocation of time for any given day either skews toward other matters or was allocated away from Plan and Disclosure Statement in favor of matters that were substantially less controversial. Whether that time is determined to be related to the Plan Support Agreement or simply well in excess of the reasonable amount of fees for their assigned matters, at least 50% of fees for the highlighted items should be denied and the amounts adjusted accordingly. 10. By way of example, the Cash Collateral and Debtor in Possession financing issues
presented in these cases were substantially less contentious than the Plan Support Agreement and should have resulted in substantially lower charges. Instead, the fees and expenses charged for
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those are comparable to the fees and expenses charged for Plan and Disclosure Statement as noted below:
Matter Number Matter Description Total Billed Hours Total Fees Requested Total Expenses Requested Total Compensation
12 7 11
Disclosure Statement and Plan of Reorganization Issues Cash Collateral DIP and Exit Financing Issues
1,373.40 718.30 1,007.80
$700,577.50 $421,067.00 $551,474.50
$4,725.54 $1,818.48 $36,803.33
$705,303.04 $422,885.48 $588,277.83
A more appropriate allocation of time and charges indicates that additional amounts should be included in the Disclosure Statement and Plan of Reorganization Issues matter and both deferred and disallowed. B. Payment of Fees and Expenses in Connection with Litigation with Marriott Regarding Troy Central Location Should not be Funded from Midlands Cash Collateral 11. Midland further objects to the use of Midlands Cash Collateral for payment of
any fees incurred by the Kirkland in connection with the Marriott Dispute (as defined below). Additionally, and in the alternative, Midland objects to the use of Midlands Cash Collateral for payment of any fees incurred by Kirkland in connection with the Marriott Dispute on the basis that the fees are unreasonable. 12. On August 26, 2010, the Court entered the Stipulation Between Innkeepers USA
Trust and Marriott International, Inc. and Order Approving Settlement of Marriotts Motion for Limited Modification of the Automatic Stay and Debtors Motion to Assume the Troy Central Franchising Agreement (the Marriott Stipulation) resolving certain disputes between the Debtors and Marriott International, Inc. (the Marriott Dispute) in which the Debtors agreed to pay the reasonable expenses, attorneys fees and costs incurred by Marriott (the Marriott Fees). The Marriott Stipulation expressly provides that the Debtors payment of the Marriott Fees shall
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be paid out of Lehman ALI Inc.s cash collateral.
Marriott Stipulation, at 3, 6.
Accordingly, Midlands Cash Collateral was not the source of payment for the Marriott Fees. C. In the Alternative, Midland Objects to Payment of the Marriott Fees with the Cash Collateral Because the Fees are not Reasonable 13. Section 330(a)(1) of title 11 of the United States Code (the Bankruptcy Code)
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). 14. 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)
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,
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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). 15. 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). 16. The ultimate outcome of the dispute with Marriott demonstrates that the litigation In essence, Marriott received everything it requested
should never have been initiated.
including the payment of hundreds of thousands of dollars of its legal fees and the termination of the franchise agreement upon that location. Just as it was not charged with the Marriott fees and expenses, Midlands Cash Collateral should not be used to fund the Debtors litigation folly. 17. As noted in Kirklands request, approximately $360,000 was charged in one
month for that litigation. It is not compensable and should not be funded from Midlands Cash Collateral. D. Certain Fees Related to Plan Support Agreement Litigation are Categorized Improperly and Should be Denied 18. Attached hereto is a table that lists specific entries by professional for certain
dates by matter number. The Application, as prepared, might lead one to conclude that the cash collateral, debtor in possession financing and generic hearings category each represented
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significant matters in August. Those who participated in the litigation in August know (and the Court could easily see) that the main event was the litigation over the Plan Support Agreement. 19. At least 50% of the fees reflected in the highlighted entries should be categorized
correctly into the Plan and Disclosure Statement matter and denied.5 It is difficult to understand items such as (a) the senior partner on these cases charging time to the relatively lightly contested DIP Financing and Cash Collateral Matters on may days where no time was charged to the heavily litigated and outcome determinative Plan Support Agreement; (b) the litigation partner equally dividing his time between Cash Collateral and Plan Support Agreement matters for many dates; and (c) litigation attorneys (Bryan & King) charging their time to Cash Collateral and other matters with none charged to the Plan Support Agreement litigation as that dispute became white hot at the end of August. 20. Whether the highlighted entries were placed in those matters by mistake need not
be determined at this time. At least 50% of the fees reflected in the highlighted entries should either be included among the time related to the Plan Support Agreement litigation and denied therein or denied in the matters where they are posted. The total amount of fees reflected by the highlighted entries is $182,499.00 and the amount in issue in this portion of this Limited Objection is $91,249.50. Reservation of Rights 21. 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)
Alternatively, the amounts charged to the other matters are unreasonably large by at least 50%.
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22.
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 Fee Application; and (iii) granting Midland such other and further relief as is equitable and just. Dated: November 5, 2010 New York, New York
/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, INC.
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Selected Time Entries
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 1.60 Correspond with J. Gould re discovery request re cash collateral (.1); review and revise discovery responses re same (.9); correspond with M. Beilinson re same (.5); correspond with A. Sathy re same (.1). .70 Telephone conference with working group re litigation strategy re cash collateral (.2); review pleadings re same (.5).
DIP & Exit Finan. (11)
Plan & Disc. Stmnt. (12) 1.80 Review plan support agreement and exhibits thereto.
Hearings & Court (16)
8/15/10
Patrick M Bryan $600
8/16/10
Daniel T Donovan $695
.80 Telephone conference with working group re litigation strategy re plan support agreement (.3); review pleadings re same (.5). .80 Review discovery issues re plan support agreement (.3); telephone conferences with working group re litigation strategy re same. 1.30 Review discovery re plan support agreement (.3); telephone conferences with working group re same (.5); prepare for and attend telephone conference with court re same (.5).
8/17/10
.70 Review discovery issues re cash collateral (.2); telephone conferences with working group re litigation strategy re same (.5).
8/18/10
1.20 Review discovery issues re cash collateral (.2) ; telephone conferences with working group re same (.5); prepare for and attend telephone conference with court re same (.5).
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10
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 2.10 Review and revise cash collateral order.
Plan & Disc. Stmnt. (12) .50 Revise order re approval of plan support agreement. .70 Review and revise plan support agreement outline to response. 1.10 Review and revise plan of reorganization.
8/18/10
Anup Sathy P.C. $895
Hearings & Court (16) 2.90 Prepare for and attend hearing in Lehman cases re approval of plan support agreement
8/18/10
James H M Sprayregen, P.C. $995
1.30 Review and analyze cash collateral issues (.7); comment on cash collateral order and response (.6). 2.00 Attend telephone conferences with working group re cash collateral response. .70 Review discovery issues re cash collateral (.5); correspond with working group re same (.2). .80 Review discovery issues re plan support agreement (.5); correspond with working group re same (.3).
8/19/10
Paul Basta $955
8/19/10
8/19/10
James H M Sprayregen, P.C. $995 James H M Sprayregen, P.C. $995
1.10 Review and analyze cash collateral and cash management issues. .80 Attend telephone conferences with the Company re cash collateral issues.
8/20/10
1905614_4.DOC
11
Date
Timekeeper
Litigation (3)
Cash Collateral (7) .70 Telephone conference with working group re cash collateral.
Plan & Disc. Stmnt. (12) .80 Telephone conference with working group re plan support agreement issues.
8/21/10
8/22/10
Patrick J King $495
4.00 Review and respond to correspondence re cash collateral issues (1.5); draft cash collateral timeline exhibit (1.0); update draft cash collateral declaration (1.5). 6.00 Review and respond to correspondence re status of filings for cash collateral matters (1.0); conference with working group re draft declaration (.5); update draft cash collateral declaration re same (3.5); review and analyze documents in preparation for Midland and FTI depositions (1.0). 2.20 Telephone conference with working group re financing pleadings and documents (1.1); review same (1.1).
8/23/10
Patrick J King $495
8/23/10
1905614_4.DOC
12
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 5.50 Review, revise reply re support and response for cash collateral motion (1.4); review cash collateral objections (1.4); review, revise chart re cash collateral reply (.6); prepare for and attend telephone conferences with working group re cash collateral objections, reply, declaration (1.3); prepare for and attend telephone conferences with working group, the Company re cash collateral objections, reply, declaration (.8). 2.70 Review, revise documents re cash collateral discovery issues (.4); correspond re same (.2); prepare for and attend telephone conferences with working group re same (.3); review, revise chart of objections re same (.8); prepare for and attend telephone conference with J. Zinman re cash collateral issues (.5); review, revise documents re same (.5).
8/24/10
Marc J Carmel $735
DIP & Exit Finan. (11) 3.30 Review Lehman debtor in possession financing objections (.6); telephone conferences with working group, Five Mile, LNR Partners re Five Mile debtor in possession financing (1.4); prepare for and attend telephone conference with working group, Moelis re debtor in possession financing replies (1.3).
Plan & Disc. Stmnt. (12) 2.10 Review objections re plan support agreement (.6); review, revise reply re plan support agreement (1.5).
Hearings & Court (16) .80 Prepare for and attend telephonic status conference.
1905614_4.DOC
13
Date
Timekeeper
Litigation (3) 3.40 Review objections to examiner motions (2.5); telephone conference with A. Sathy re same (.2); revise letter to J. Penn re document production (.2); telephone conference with N. Cook and M. Beilinson re declarations (.5).
Cash Collateral (7) 3.30 Telephone conference with Court re cash collateral matter (.3); telephone conference with A. Sathy, M. Carmel, and J. Zinman re same (2.0); office conference with D. Donovan, J. Gould, and P. King re same (1.0).
Plan & Disc. Stmnt. (12)
8/24/10
8/24/10
Patrick J King $495
13.80 Draft updated cash collateral timeline (2.0); finalize review and analysis of Midland document production (7.0); update discovery notices to Midland (.6); conference with working group re cash collateral status and strategy (1.5); draft letter to Midland re document production issues (1.6); confer with cash collateral working group re reply to objections (.6); update cash collateral timeline for objection re same (.5).
1905614_4.DOC
14
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 5.20 Review and analyze cash collateral filings (3.3); prepare for and attend telephone conferences with working group re same (1.9).
8/24/10
Paul Basta $955
8/24/10
Gary M Vogt $280
5.60 Compile and distribute pleadings re omnibus hearing (.8); compile, distribute additional objection materials (.7); review, revise objection chart re same (4.1). 9.00 Prepare for depositions and hearings re objections to cash collateral (6.0); telephone conferences re same (1.0); coordinate discovery re same (2.0). 2.80 Review revised cash collateral order. 4.30 Review and revise response to debtor in possession and cash collateral objections. 3.20 Review objections to debtor in possession financing. 1.90 Telephone conference with objectors re resolving debtor in possession financing objections.
2.50 Review precedent re disclosure statement (1.7); review revised TriMont plan support agreement objection (.8).
2.40 Review, revise agenda for September 1 hearing (1.3); draft proposed agenda for August 25 hearing (1.1).
8/25/10
3.90 Review and revise response to plan support agreement objections.
.20 Participate in court conference.
8/25/10
Anup Sathy. P.C. $895
1905614_4.DOC
15
Date 8/25/10
Timekeeper James H M Sprayregen, P.C. $995
Litigation (3)
Cash Collateral (7) 1.70 Telephone conference re cash collateral hearing. 9.90 Review, revise reply re cash collateral motion, objections (5.6); prepare for and attend telephone conferences with working group re depositions for cash collateral (.4); review, revise declaration re cash collateral motion (.8); review, revise chart re same (.3); correspond with working group, the Company re same (.2); prepare for and attend telephone conferences with working group, the Company re cash collateral reply, declarations (1.4); prepare for and attend telephone conferences with working group re cash collateral (1.2).
8/26/10
Marc J Carmel $735
5.60 Review, revise reply re debtor in possession financing facilities motions, objections (4.3); prepare for and attend telephone conferences with working group re debtor in possession financing facilities (.8); review, revise declaration re debtor in possession financing facilities (.5). .30 Prepare for and attend telephone conference with working group re debtor in possession financing issues.
.80 Prepare for and attend office conferences with working group re plan of reorganization, disclosure statement.
1905614_4.DOC
16
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 8.10 Revise cash collateral declaration (4.0); correspond with N. Cook and cash collateral working group re declaration for cash collateral (.5); revise same (.5); finalize draft cash collateral declaration and timeline chart re same (1.8); prepare materials for deposition of K. Semon re same (1.3). 7.00 Finalize preparations for deposition of C. Dochat re cash collateral (3.5); conduct deposition of C. Dochat (2.5); draft discovery letter in response to Midland re same (1.0).
8/26/10
Patrick J King $495
1905614_4.DOC
17
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 5.10 Review, revise reply re cash collateral motion, objections (3.1); review objections re same (1.1); prepare for and attend telephone conferences with working group, the Company re same (.9).
DIP & Exit Finan. (11) .60 Correspond with working group, lenders, objectors re resolution of objections to debtor in possession financing motions (.3); telephone conferences with working group re same (.3). 2.90 Review, revise reply re debtor in possession financing motions, objections (1.8); review objections re same (.6); prepare for and attend office conference with working group, the Company re same (.5).
Plan & Disc. Stmnt. (12) .80 Prepare for and attend office conferences with working group re reply to objections to plan support agreement.
8/27/10
Marc J Carmel $735
8/27/10
3.20 Review and revise cash collateral reply and declaration in support (2.1); correspond with D. Donovan re same (.2); prepare for hearing re same (.9).
1905614_4.DOC
18
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 7.30 Prepare exhibits and background materials for deposition of K. Semon (2.0); assist D. Donovan re deposition of K. Semon (3.0); correspond with working group re same (1.5); review and analyze final cash collateral declaration (.8).
8/27/10
Patrick J King $495
8/27/10
Gary M Vogt $280
4.30 Review, revise objection chart re September 1 hearing (1.8); compile materials in preparation for hearings (2.5).
6.60 Compile, organize unpublished materials cited in plan support agreement reply (3.3);prepare sealed versions of plan support agreement reply and declaration in support of same (1.5); finalize, file replies, coordinate service of same (1.8). 1.30 Telephone conference with working group re cash collateral hearing preparation. 6.60 Prepare for hearing of cash collateral motion (4.1); telephone conference with A. Sathy, P. Basta, M. Carmel, and D. Donovan re same (.3); draft testimony outlines (2.2).
1.20 Revise proposed agenda for August 31, September 1 hearings.
8/28/10
8/29/10
1905614_4.DOC
19
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 6.80 Draft supplemental declaration for cash collateral motion (1.0); draft direct examination outline for cash collateral testimony at September 1 hearing (1.0); correspond with D. Donovan and P. Bryan re protective order discovery issue (.8); prepare exhibits for exhibit list for September 1 hearing (1.0); correspond with working group re September 1 hearing preparations (.8); review and analyze cash collateral filings in preparation for deposition of R. Greenspan (.7); prepare exhibits for deposition re same (1.5). 2.00 Review and analyze documents re cash collateral hearing preparation.
8/29/10
Patrick J King $495
8/29/10
Paul Basta $955 8.30 Research, compile authorities cited by all parties re examiner motion, objections and reply.
8/29/10
Gary M Vogt $280
6.50 Compile, organize materials re August 31 and September 1 hearings.
1905614_4.DOC
20
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 6.60 Prepare for and attend office conference with working group, N. Cook re cash collateral response, hearing (1.3); prepare for and attend telephone conferences with lenders, creditors committee, working group re objections to cash collateral (1.8); review, revise documents re same (.8); correspond re same (.4); review, revise notes, documents re hearing (2.3).
8/30/10
Marc J Carmel $735
DIP & Exit Finan. (11) 2.40 Review, revise stipulation re resolution of LNR Partners objection to Five Mile debtor in possession financing (.4); prepare for and attend telephone conferences with working group re same (.3); correspond re same (.1); review, revise notes, documents re hearing on Five Mile debtor in possession financing (.8); review, revise notes, documents re hearing on Lehman debtor in possession financing (.8). 2.70 Prepare for and attend telephone conference with working group, W. Derrough re debtor in possession financing motions, hearing (.8); prepare for and attend conferences with lenders, creditors committee, working group re objections to debtor in possession financing motions (1.2); review, revise documents re same (.4); correspond re same (.3).
Plan & Disc. Stmnt. (12) .80 Prepare for and attend office conferences with working group re plan support agreement.
1905614_4.DOC
21
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 13.40 Prepare for hearing on cash collateral and cash management motions (4.4); office conferences with D. Donovan, J. Gould, and P. King re same (1.1); office conference with N. Cook re same (5.6); correspond with A. Sathy re same (.4); office conference with B. Derrough, Z. Jamal and B. Bacal re same (1.9).
Plan & Disc. Stmnt. (12) 2.20 Review plan support agreement pleadings and objections.
8/30/10
8/30/10
Jeffrey M Gould $545
6.20 Review and analyze issues re contested matters.
9.30 Prepare materials for September 1 hearings (7.4); correspond with working group re same (1.9).
8/30/10
Patrick J King $495
10.00 Prepare materials for deposition of R. Greenspan re cash collateral (3.5); prepare exhibits for September 1 hearing on cash collateral issues (3.5); deposition of R. Greenspan re cash collateral issues (3.0).
6.00 Prepare objections to Midland exhibit list re plan support agreement testimony (1.0); draft factual background for objection re testimony for plan support agreement hearing (2.0); prepare documents re same (2.0); conference with working group re same (1.0).
1905614_4.DOC
22
Date
Timekeeper
Litigation (3) 2.40 Review, revise objection chart re September 1 hearing. 2.00 Review, revise objection chart re September 1 hearing. .50 Assemble, distribute Midland motion to terminate exclusivity.
Cash Collateral (7) 3.10 Compile cash collateral materials requested for hearing preparations.
DIP & Exit Finan. (11) 1.10 Compile debtor in possession financing materials requested for hearing preparations. 1.50 Compile debtor in possession financing materials requested for hearing preparations.
Plan & Disc. Stmnt. (12) 1.50 Compile and distribute Midland proposed trial exhibits for plan support agreement hearing.
8/30/10
Gary M Vogt $280
Hearings & Court (16) 2.70 Review, revise agendas for August 31 and September 1 hearings (1.7); review, revise agendas for August 31 and September 1 hearings (1.0).
8/31/10
Clement Yee $505
9.70 Draft and revise talking points for contested cash collateral hearing (3.4); correspond with J. Zinman re same (.9); correspond with J. Zinman and G. Vogt re hearing preparation (.6); prepare documents for September 1 hearing (1.2); review materials for confirmation hearing (3.6). 12.10 Prepare for cash collateral and cash management hearing. 6.00 Prepare for plan support agreement hearing.
8/31/10
1905614_4.DOC
23
Date
Timekeeper
Litigation (3)
Cash Collateral (7) 8.00 Prepare for cash collateral hearing re witness preparation, exhibit preparation, and related support for D. Donovan and P. Bryan (8.0). 3.50 Prepare for and review issues re cash collateral hearing.
Plan & Disc. Stmnt. (12) 7.00 Prepare graphics, potential pleadings, exhibits, and related materials for plan support agreement hearing.
8/31/10
Jeffrey M Gould $545
8/31/10
Patrick J King $495
8.80 Prepare for debtor in possession financing hearings re witness preparation, exhibit preparation, and related support for D. Donovan and P. Bryan. 7.00 Prepare for hearings re debtor in possession financing (3.0); correspond with working group re same (1.0); attend hearings re same (3.0). 1.30 Prepare for hearing re debtor in possession financing (.6); office conferences with working group and the Company re same (.7).
6.20 Prepare graphics, potential pleadings, exhibits, and related materials for plan support agreement hearing.
1.80 Prepare for hearing re cash collateral (.8); office conferences with working group and the Company re same (1.0).
8/31/10
6.40 Prepare for hearings re plan support agreement (3.1); telephone conferences with opposing counsel (1.5); office conference with working group and witnesses re hearing preparation (1.8).
1905614_4.DOC
24
Date
Timekeeper
Litigation (3)
Cash Collateral (7) .80 Telephone conference with working group re cash management system modifications.
DIP & Exit Finan. (11) 1.40 Prepare for hearing re Lehman and Five Mile debtor in possession financing. 1.60 Prepare for hearing re Five Mile debtor in possession financing.
Hearings & Court (16) 1.20 Prepare for and participate in conferences re hearings.
8/31/10
Anup Sathy, P.C.
1.30 Review and revise cash collateral order. 2.90 Prepare for cash collateral hearing.
8/31/10
2.30 Conferences with workng group re hearing on cash collateral, debtor in possession financing. 12.40 Attend hearing re cash collateral and debtor in possession financing (4.1); conferences with working group re preparation re same (1.3); review pleadings and other documents re September 1 omnibus hearing (3.4); conferences with working group re preparation re same (3.6).
8/31/10
Paul Basta $955
1905614_4.DOC
25
Date
Timekeeper
Litigation (3) 1.50 Compile, organize materials re examiner motion requested for hearing preparations.
Cash Collateral (7)
DIP & Exit Finan. (11) .80 Compile materials re Lehman debtor in possession financing motion re hearing preparations.
Plan & Disc. Stmnt. (12) 1.30 Compile, organize materials re plan support agreement matters re hearing preparations. 2.70 Compile, organize order materials re plan support agreement hearing.
Hearings & Court (16) 7.80 Assist attorneys at August 31 hearing (6.0); draft amended agenda for September 1 hearing (1.8).
8/31/10
Gary M Vogt $280
6.20 Compile documents re August 31 and September 1 hearings (4.2); compile, organize order materials for August 31 hearing (2.0).
1905614_4.DOC
26
1905614_4.DOC
27
EXHIBIT 3
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, Inc. 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, INC. 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 SEPTEMBER 1, 2010 THROUGH SEPTEMBER 30, 2010 Midland Loan Services, Inc. (Midland)1 hereby files this Limited Objection of Midland Loan Services, Inc. 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 September 1, 2010 through September 30, 2010 (the Limited Objection), and in support thereof, respectfully represents as follows:
1
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Preliminary Statement2 1. The Monthly Application cannot be approved as filed. While Midland
appreciates that Kirkland deferred its request for compensation related to the Plan Support Agreement dispute (by deferring a request for payment of items in the Plan and Disclosure Statement matter number), its deferral is inadequate and should be substantially greater. As will be demonstrated below, fees and expenses related to the Plan Support Agreement litigation were posted into matter numbers other than Plan and Disclosure Statement and should not be paid where they were posted. In total, an additional $62,421.62 should be denied.3 This represents $44,433.00 in the Hearings and Court Issues matter as well as $6,677.40 in fees plus $11,31.22 in expenses for the thirteen (13) timekeepers that traveled to New York from other offices for the hearings on September 1, 2010. 2. Also, consideration of the fees charged in relation to the Independent
Committee of its Board is appropriate but is, at present, premature. Consideration of the fees charged to obtain counsel for the Independent Committee should be deferred until Fried Frank discloses and requests payment for its charges for the same time period. It is impossible to evaluate whether duplication of effort exists when only Kirklands charges are reflected. Duplication can only be evaluated when the fees charged by both have been disclosed. Doing otherwise would defeat the purpose of preventing duplication by possibly paying the first to file while allowing the latter to argue that its fees should not be disallowed simply because it filed later. The fees regarding the Independent Committee appear to be imbedded in the Corporate and Securities Issues matter, which has fees of $242,649.00.
2
Capitalized terms otherwise undefined in this Preliminary Statement have the meanings ascribed
below.
3
This is in addition to the deferred fees and expenses which should likewise be denied.
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3.
It appears that Kirkland charged over $285,000 to defend against the motions to
appoint an official equity committee and to appoint an examiner. These charges were scattered among the Adversary Proceedings and Contested Matters, Creditor and Interest Holder Communications, and Hearings and Court Issues matters. The Court should consider whether incurring such amounts (in addition to the fees and expenses incurred in August 2010) was reasonable. 4. Likewise, the Court should consider whether charging over $135,000.00
regarding exclusivity issues was reasonable for the month of September a month in which there was neither discovery nor litigation on the issue. 5. For clarity and to assist in disbursing undisputed amounts solely for the
purposes of the monthly payment, Midland objects to payments being made based upon $122,060.90 of the $1,507,916.50 charged for the month and $11,804.46 of the $125,798.63 in expenses charged for the month of September as reflected on the table below. The 20%
holdback related to the other fees identified in this Objection is a sufficient reservation pending an actual hearing upon a fee application. Issue Plan Support Agreement Troy Central TOTAL Fees $77,837.90 $44,223.00 $122,060.90 Expenses $11,804.46 0.00 $11,804.46
Background 6. 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, Kirkland & Ellis LLPs (Kirkland) retention was effective as of July 19, 2010.
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7.
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.4 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. 8. On October 29, 2010, Kirkland filed its 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 September 1, 2010 Through September 31, 2010 (the Monthly Application). The Monthly Application indicated that during
September 2010, Kirkland incurred fees of $1,507,916.50 and expenses of $125,798.63 for a total of $1,633,715.13. Kirkland deferred without explanation requesting payment of fees of $26,727.50 and $493.24 in expenses for a total of $27,220.74. Kirkland requested the payment of $1,184,951.20 in fees and $125,798.63 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 Fee Application must be filed by November 22, 2010. 9. 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
Midland is a Notice Party under the Fee Procedures Order. 4
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Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 dated September 2, 2010 [Docket Entry #402] (as amended) (the Final Cash Collateral Order). Objection A. Midland Objects to Payment of Plan Support Agreement Litigation Costs, including Fees and Expenses in Categories other than Plan and Disclosure Statement 10. Midland objects to the payment of any fees and expenses related to the Plan
Support Agreement litigation as unreasonable and not allowable. The Debtors caused parties to incur millions of dollars of litigation expense in their ultimately futile effort to obtain the assumption of the Plan Support Agreement. No compensation should be allowed for those efforts especially since the fees would be funded from lenders cash collateral. 11. Some of the fees and expenses related to the Plan Support Agreement litigation
are noted in the Plan and Disclosure Statement matter number (which Kirkland indicates are being deferred). However, a significant amount of fees and expenses related to that litigation may also be found in other matter numbers, including those listed below. The fees and expenses are included in this Objection and should be disallowed accordingly are listed below. Matter Description Disclosure Statement and Plan of Reorg. Hearings and Court Issues Travel Total Fees $26,727.50 $44,433.00 $6,677.40 $77,837.90 Expenses $493.24 $11,311.22 $11,804.46
12.
Tables identifying the specific entries in the Adversary Proceedings and
Contested Matters, Hearings and Court Issues, and Travel matters are included in Exhibit A.
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B. Consideration of Fees and Expenses Incurred in Connection with the Independent Committee of Trustees and Funding Professional Fees Should is Premature 13. Consideration of the fees charged in relation to the Independent Committee of
its Board is appropriate but is, at present, premature. Consideration of the fees charged to obtain counsel for the Independent Committee should be deferred until Fried Frank discloses and requests payment for its charges for the same time period. It is impossible to evaluate whether duplication of effort exists when only Kirklands charges are reflected. 14. Duplication can only be evaluated when the fees charged by both have been
disclosed. Doing otherwise would defeat the purpose of preventing duplication by possibly paying the first to file while allowing the latter to argue that its fees should not be disallowed simply because it filed later. The fees regarding the Independent Committee appear to be imbedded primarily within the Corporate and Securities Issues matter, which reflects fees of $242,649.00. 15. Midland and other parties objected to Fried Frank being paid from cash collateral
for work done on behalf of a subset of the Board of Trustees of the Debtors corporate parent (the Independent Committee). The objections included one issue of concern specified by the Court duplication of efforts and billing. 16. The Monthly Application includes a significant number of entries and charges in
the Corporate and Securities matter related to the Independent Committee and Fried Frank, with other Fried Frank charges being found in the Retention and Fee Application Issues matter. The September charges in the Corporate and Securities matter total $242,649.00 and the Retention and Fee Application Issues matter total almost $100,000. Midland is advised that Fried Franks charges for September are approximately $125,000 (with another $115,000 for
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October). However, Fried Frank has yet to provide that information to any of the parties to receive notice of its charges nor has it provided any detail regarding the services provided. 17. Midlands request for this information pre-dates the hearing on the approval of the
payment of Fried Frank and is included within its pleadings regarding the proposed authorization. As noted above, unless and until Fried Frank provides its billing information to Midland, there is no way to evaluate whether and to what extent the work performed by Fried Frank and the Kirkland may overlap. Accordingly, Midland specifically reserves its right to object to Kirklands charges related to the Independent Committee. C. Substantial Fees and Expenses Incurred in Connection with Requests for an Official Equity Committee and for an Examiner Should be Reviewed for Reasonableness 18. It appears that Kirkland charged over $285,000 in September 2010 to defend
against the motions to appoint an official equity committee and to appoint an examiner. The Court should consider whether incurring such amounts (in addition to the amounts incurred in August 2010) was reasonable. These charges were scattered among the Adversary Proceedings and Contested Matters, Creditor and Interest Holder Communications, and Hearings and Court Issues matters. The majority of the fees were posted to the matter for Creditor and Interest Holder Communications for reasons that are not readily apparent even though litigation can be a form of communication. 19. Tables identifying the specific entries in each of the separate matters are included
in Exhibit A and are summarized below: Matter Adversary Proceedings and Contested Matters Creditor and Interest Holder Communications Hearings and Court Issues TOTAL Fees $88,579.00 $182,881.00 17,337.50 $288,797.50
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D. Substantial Fees and Expenses Charged in Connection with Motions to Terminate Exclusivity Should be Reviewed for Reasonableness 20. The attached tables include a table listing all charges related to exclusivity issues
which indicates a total of $135,362.00 was charged. It should be noted that the motions to terminate the Debtors exclusive right to file a plan of reorganization was not the subject of a hearing or any discovery during September. In fact, by September 22, 2010, the Debtors were aware that the exclusivity motions would not be heard on September 30 since both motions were adjourned on that date. 21. The charges for three weeks where no discovery requests were propounded and
no depositions were either scheduled or taken were quite substantial by any measure. E. Fees Related to Troy Central Litigation with Marriott Must be Allocated to Floating Rate Pool 22. As noted in Midlands prior Objection, the litigation related to the Troy Central
location dispute with Marriott should be applied to the Floating Rate Pool rather than to the Fixed Rate Pool. Midland continues to object to the use of Midlands Cash Collateral for payment of any fees incurred by the Kirkland in connection with the Marriott Dispute (as defined in its prior Objection). Additionally, and in the alternative, Midland objects to the use of Midlands Cash Collateral for payment of any fees incurred by Kirkland in connection with the Marriott Dispute on the basis that the fees are unreasonable. 23. In September 2010, a total of $44,223.00 was charged regarding that dispute.
F. Kirkland is Only Entitled to Interim Payment for Reasonable Fees and Expenses 24. Section 330(a)(1) of title 11 of the United States Code (the Bankruptcy Code)
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
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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). 25. 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)
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). 26. 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.
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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). General Reservation of Rights 27. 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) 28. 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 Fee Application; and (iii) granting Midland such other and further relief as is equitable and just. Dated: November 22, 2010 New York, New York
/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
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10
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, INC.
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11
EXHIBIT A Selected Time Entries Plan Support Agreement Litigation Date Timekeeper Description
Hearings and Court Issues Matter 14.30 Prepare for and attend hearing re cash collateral, Lehman debtor in possession financing, Five Mi1e debtor in possession financing, plan support agreement. 17.00 Compi1e, organize materials requested for use at hearing (2.0); prepare for and assist attorneys at hearing re cash collateral, Lehman debtor in possession financing, Five Mi1e debtor in possession financing and plan support agreement (15.0). 11.50 Prepare for and attend hearing re cash col1ateral, Lehman debtor in possession financing, Five Mile debtor in possession financing, plan support agreement. 16.50 Prepare for and attend omnibus hearing re cash col1ateral, Lehman debtor in possession financing, Five Mi1e debtor in possession financing and plan support agreement. 7.50 Prepare for and participate in hearing to approve plan support agreement. TOTAL
Rate ($)
Fee ($)
9/01/10
Marc J Carmel
735
14.3
$10,510.50
9/01/10
Gary M Vogt
280
17.0
$4,760.00
9/01/10
Paul Basta
955
11.5
$10,982.50
9/01/10
Daniel T Donovan
695
16.5
$11,467.50
9/01/10
Anup Sathy, P.C.
895
7.5
$6,712.50 $44,433.00
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12
(September 1 Hearing Travel)

Timekeeper Travel Time Rate Fees Travel Adam Goldstein Christopher H Langbein Marc J Carmel Gary M Vogt Jeffrey M Gould William Guerrieri Brad Weiland Jeffrey Pawlitz Anup Sathy, P.C. Deborah L Bibbs Patrick J King Todd M Schwartz Travis J Langenkamp Daniel T Donovan Patrick Bryan TOTALS $6,677.40 1.80 2.20 2.00 2.40 2.00 2.20 2.50 2.50 1.50 2.00 1.80 2.50 2.00 $600 $505 $735 $280 $545 $505 $505 $550 $895 $215 $495 $550 $270 $ 601.80 $ 507.20 $ 737.00 $ 282.40 $ 547.00 $ 507.20 $ 507.50 $ 552.50 $ 896.50 $ 217.00 $ 496.80 $ 552.50 $ 272.00 $316.64 (Lodging) $1,050.00 (Lodging) $350.00 (Lodging); $345.35 (Airfare) $1,400 (Lodging) $353.89 (Airfare) $1,400.00 (Lodging) $316.64 (Lodging) $350 (Lodging) $1,750 (Lodging) $1,050 (Lodging); $ 180 (Rail) $ 348.70 (Airfare); $1,050.00 (Lodging) $1,050.00 (Lodging) $316.64 $1,050.00 $695.35 $1,400.00 $353.89 $1,400.00 $316.64 $350.00 $1,750.00 $1,230.00 $1,398.70 $1,050.00 $11,311.22 $1300 (Lodging) $1,300.00 Primary Travel Expense Total Expense
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13
Examiner & Equity Committee Issues Date Timekeeper Description

Adversary Proceedings and Contested Matters 3.50 Draft correspondence to ad hoc committee re production summary (1.8); finalize production of documents re same (. 7); draft production summary re materia1s produced before September 1, 2010 (1.0). 7.00 Review materials re exclusivity motion (2.8); prepare for and attend conference with the Company re same (1. 2); outline evidence re exclusivity hearing (1.7); review examiner motion (1.3). 1.50 Review and analyze issues re contested equity committee matters. .60 Prepare for and attend telephone conference with working group re objection to motion to appoint examiner (. 2); review, revise documents re same (.3); correspond re same (.1). 4.30 Draft letter to ad hoc committee of preferred shareholders re discovery responses (2.0); review and analyze draft responses re Creditors Committee document requests (.7); review and analyze documents for potential production re same (.8); correspond with J. Landis re same (.3); review and analyze draft declaration re exclusivity issues (. 5) 1.50 Revise draft letter re discovery responses re motion to appoint examiner (.6); review and analyze draft exclusivity objection (.9). 2.00 Office conference with P. King re discovery re examiner motion (.5); review pleadings re same (1.5).
Rate ($)
Time
Fee
9/13/10
Patrick King
495
3.5
$1,732.50
Jeffrey S Powell
845
3.0
$2,535.00
9/14/10
Paul Basta
955
1.5
$1,432.50
9/16/10
Marc J Carmel
735
.6
$ 441.00
9/17/10
Patrick J King
495
4.3
$2,128.50
9/20/10
Patrick J King
495
1.5
$ 742.50
Daniel T Donovan
695
2.0
$1,390.00
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14
Date
Timekeeper
James H M Sprayregen, P.C.
Description
3.30 Review materials re contested matters (1.3); conferences re same (2.0). 1.80 Telephone conferences re contested matters 2.10 Telephone and office conferences with working group re contested matters and hearing issues re same 1.00 Correspond with working group re contested matters. 2.20 Telephone conferences with working group, the Company re contested matters. 1.00 Review and compile documents and pleadings re contested matters. 1.50 Prepare for deposition re contested matters (1.1); correspond and conferences with working group re same (.4). 1.10 Review, revise documents re objection to motion to appoint examiner. 5.40 Review, revise omnibus hearing agenda (1.8); compi1e documents re contested matters re same (3.6). 1.20 Telephone conferences with working group re contested matters re omnibus hearing. 5.00 Prepare for deposition re contested matters (2.9); correspond with working group re same (.9); analyze strategic issues re same(l.2). 3.20 Conferences with working group re contested matters (1.0); review and analyze documents re same (2.2).
Rate ($)
995 995 955 695 995
Time
3.3 1.8 2.1 1.0 2.2
Fee
$3,283.50 $1,791.00 $2,005.50 $ 695.00 $2,189.00
9/23/10 9/24/10
James H M Sprayregen, P.C. Paul Basta Daniel T Donovan James H M Sprayregen, P.C.
9/25/10
Gary M Vogt
280
1.0
$ 280.00
9/26/10
Daniel T Donovan
695
1.5
$1,042.50
9/27/10
Marc J Carmel
735
1.1
$ 808.50
Gary M Vogt
280
5.4
$1,512.00
Paul Basta
955
1.2
$1,146.00
Daniel T Donovan
695
5.0
$3,475.00
995
3.2
$3,184.00
F-287227
15
Date
Timekeeper
Benjamin Jones
Description
3.00 Prepare documents re discovery (1.4); update case calendar (.7); update litigation deposition transcripts (.9). 2.50 Review and analyze examiner motion and hearing notes re same (1.7); review and analyze supplemental reply in support of same (.8). 3.20 Review and analyze supplemental examiner motion reply (.8); review and revise hearing notes re examiner motion (1.8); correspond with P. Basta re same (. 6). 4.40 Prepare notice re A. Maxwell deposition(.4); coordinate deposition preparation re same (. 5); review and analyze filings re Jeffries retention (1.8); attend deposition of C. Dochat re same (1.7). 4.50 Review and analyze documents re contested matters re omnibus hearing (2.3); conferences re same (2. 2). 10.00 Prepare for depositions re contested matters (2.8); prepare for omnibus hearing re same (3.1); office conferences with witnesses re same (2.1); review and revise pleadings re same (2.0). 2.90 Telephone conferences re contested matters re omnibus hearing. 2.80 Review and analyze declaration re examiner motion (.5); telephone conference with M. Carmel and A. Sathy re hearing testimony re same (.3); review and revise equity committee hearing notes (1.0); office conference with working group re examiner motion (1.0).
Rate ($)
200
Time
3.0
Fee
$ 600.00
9/28/10
Jennifer Marines
640
2.5
$1,600.00
Adam Goldstein
600
3.2
$1,920.00
Patrick J King
495
4.4
$2,178.00
Paul Basta
955
4.5
$4,297.50
Daniel T Donovan
695
10.0
$6,950.00
995
2.9
$2,885.50
9/29/10
Jennifer Marines
640
2.8
$1,792.00
F-287227
16
Date
Timekeeper
Jennifer Marines Marc J Carmel
Description
1.50 Review documents re contested matters re omnibus hearing (1.0); conferences with working group re same (. 5). 2.00 Conferences with working group re contested matters. 3.20 Review, revise documents re objection to motion to appoint examiner (1. 3); office conferences with working group re same (.8); prepare for and attend telephone conference with the Company, working group re same (.8); correspond re same (. 3). 10.70 Draft amended agenda re omnibus hearing (2. 3); review and revise documents re contested matters re same (2.7); compile documents and materials re consted matters re omnibus hearing (5.7). 3.20 Prepare and compile documents and exhibits re contested matters re omnibus hearing. 5.70 Review documents re contested matters re omnibus hearing (3.0); conferences with working group re same (2.7). 11.80 Prepare for Maxwell deposition re motion for equity committee (2.3); participate in same (3. 9); prepare for Derrough deposition (. 8); office conference with witness re same (2. 1); defend Derrough deposition (2.7). 2.70 Conferences and review documents re contested matters re omnibus hearing. 2.60 Draft out1ine re direct examination for examiner motion (1.7); review, revise documents re objection to motion to appoint examiner (. 9);
Rate ($)
640 735
Time
1.5 2.0
Fee
$ 960.00 $1,470.00
Marc J Carmel
735
3.2
$2,352.00
Gary M Vogt
280
10.7
$2,996.00
Gary M Vogt
280
3.2
$ 896.00
9/29/10
Paul Basta
955
5.7
$5,443.50
Daniel T Donovan
695
11.8
$8,201.00
995
2.7
$2,686.50
9/30/10
Marc J Carmel
735
2.6
$1,911.00
F-287227
17
Date
Timekeeper
Marc J Carmel Daniel T Donovan James H M Sprayregen, P.C.
Description
3.80 Review documents re contested matters re omnibus hearing (2.4); conferences with working group re same (1.4). 1.80 Review documents re objection and declarations re examiner. 3.60 Review documents re contested matters re omnibus hearing (2.5); conferences re same (1.1). TOTAL Creditors and Interest Holder Communications Matter .90 Coordinate response to potentia1 equity committee motion and telephone conference with M. Carmel re same (.5); telephone conference with A. Goldstein re same (.4) 2.00 Review and analyze motion to appoint equity committee. 1.10 Compi1e requested correspondence re equity committee formation request (.7); telephone conferences with creditors re Innkeepers hot1ine and update call 1og re same (. 4). .50 Review ad hoc equity committee motion 3.80 Review and analyze motion to appoint equity committee (1. 2); correspond and telephone conference with working group re same (1. 0); draft outline of motion (1.2); prepare correspondence to working group re same (.4) .60 Review and analyze motion to appoint equity committee.
Rate ($)
735 695 995
Time
3.8 1.8 3.6
Fee
$2,793.00 $1,251.00 $3,582.00 $88,579.00
9/13/10
Jennifer Marines
640
.9
$ 576.00
9/14/10
Jennifer Marines
640
2.0
$1,280.00
Gary M Vogt
280
2.8
$ 784.00
Patrick M Bryan
600
.5
$ 300.00
Adam Goldstein
600
3.8
$2,280.00
Patrick J King
495
.6
$ 297.00
F-287227
18
Date
Timekeeper
Description
4.30 Correspond and conference with working group re motion to appoint equity committee and strategy re same (. 7); review and analyze correspondence with U. S. Trustee re equity committee appointment (1.5); telephone conferences with M. Carmel re same (. 3); correspond with working group re same (.5); research re equity committee issues (.8); draft out1ine of objection to equity committee motion (. 5). 1.70 Review and analyze motion for appointment of equity committee (1. 0); telephone conference and correspond with A. Goldstein re same (. 5); conferences with M. Carmel re same (. 2). .80 Review motion for appointment of equity committee. 4.30 Correspond and conference with working group re equity committee mot; on (1.6); review and analyze summary of capital structure re preferred shares (1.0) : review and analyze schedules of assets and liabilities for holding company debtors (1.0); draft out1ine of objection to equity committee motion (.7). .80 Review and analyze issues re equity committee response. 6.30 Correspond and telephone conference with M. Carmel and J. Marines re equity committee motion and objection to same (1.3); correspond and telephone conference with working group re same (.8); draft outline re objection to equity committee motion (3.1); review and revise same (1.1). .90 Review and analyze responses re motion appointment of equity committee. 1.00 Review and revise response to equity committee motion. 1.10 Analyze equity committee motion and response to same
Rate ($)
Time
Fee
Adam Goldstein
600
4.3
$2,580.00
9/16/10
Jennifer Marines
640
1.7
$1,088.00
Marc J Carmel
735
.8
$ 588.00
Adam Goldstein
600
4.3
$2,580.00
9/17/10
Jennifer Marines
640
.8
$ 512.00
Adam Goldstein
600
6.3
$3,780.00
Anup Sathy, P.C. 9/18/10 Paul Basta James H M Sprayregen, P.C.
895 955 995
.9 1.0 1.1
$ 805.50 $ 955.00 $1,094.50
F-287227
19
Date
Timekeeper
Adam Goldstein
Description
7.10 Review and analyze research and other materia1 s re equity committee issues (1.5); correspond and conference with working group re same (.8); draft objection to motion to appoint equity committee (2.7; review and revise same (2.1). .50 Review and analyze equity committee motion and draft response re same. 15.00 Research issues re equity committee objection (.4); review and analyze same (. 7); draft objection to equity committee motion (7. 2); review and revise same (4.3); correspond and conferences with working group re same (1. 6); correspond and conference with working group re guarantees at holding company levels and equity tranches (.8). 1.80 Review and analyze issues re motion to appoint equity committee (1.4); correspond with M. Carmel, T. Schwartz, J. Marines re same (. 4). 3.50 Review and revise equity committee objections (2.1); telephone conference with A. Go1dstein re same (.8); review and analyze U.S. Trustee objection to equity committee motion and summarize same (. 6) .50 Prepare for, attend telephone conference with working group re pleading of equity holder. 1.30 Correspond with working group re objection to motion to appoint equity committee (. 2); prepare for and attend telephone conferences with working group re same (.4); review, revise objection re same (.7 1.
Rate ($)
600
Time
7.1
Fee
$4,260.00
Jennifer Marines
640
.5
$ 320.00
9/20/10
Adam Goldstein
600
15.0
$9,000.00
Wi1iam Guerrieri
505
1.8
$ 909.00
9/21/10
Jennifer Marines
640
3.5
$2,240.00
Marc J Carmel
735
.5
$ 367.50
Marc J Carmel
735
1.3
$ 955.50
F-287227
20
Date
Timekeeper
Description
9.50 Correspond and telephone conference with M. Carmel and J. Marines re equity committee objection, comments to same (2. 4); telephone conferences and correspondence with corporate attorneys re holding company leve1 preferred equity issues (. 7); review and analyze U. S. Trustee objection to equity committee motion (.6); draft, review, and revise equity committee objection (5.8). 1.40 Review and revise response to equity committee motion. 4.00 Review and revise objection to equity committee motions (2. 9); correspond and conferences with working group re same (.6); prepare corporate chart exhibit re same (. 5). .80 Review, revise objection to motion to appoint equity committee. 1.40 Review, revise chart re objection to motion to appoint equity committee (.4); review, revise objection re same (.6); prepare for and attend telephone conferences with working group re same (.4). 10.00 Draft, review, and revise objection to equity committee motion (6.5); correspond and conference with M. Carmel and working group re same (1.5); correspond and conferences with A. Sathy, J. Marines, and working group re same (2. 0). 2.60 Review and analyze issues re objection to equity committee motion (2. 2); correspond with A. Goldstein, J. Marines, and A. Sathy re same (. 4) 1.00 Review pleadings re equity committee motion (.8); correspond with working group re same (.2).
Rate ($)
Time
Fee
Adam Goldstein
600
9.5
$5,700.00
Anup Sathy, P.C.
895
1.4
$1,253.00
9/22/10
Jennifer Marines
640
4.0
$2,560.00
Marc J Carmel
735
.8
$ 588.00
Marc J Carmel
735
1.4
$1,029.00
Adam Goldstein
600
10.0
$6,000.00
William Guerrieri
505
2.6
$1,313.00
Daniel T Donovan
695
1.0
$ 695.00
F-287227
21
Date
Timekeeper
Travis J Langenkamp Anup Sathy, P.C.
Description
1.00 Review and analyze discovery documents re equity committee motion. 1.30 Review and revise response to equity committee motion. 6.00 Review and revise equity committee response (3.6); correspond with the Company re same (.3); correspond with P. Basta re same (.1); coordinate preparation of hearing notes re same (.3); review and analyze ad hoc committee declaration and valuations re equity committee appointment (.6); review and analyze Midland objection to equity committee motion (.5); telephone conference with Moelis re valuations re same (.6). 2.60 Review, revise objection to motion for appointment of equity committee (.9); correspond with working group, the Company re same (. 3); review objections re same (.4); prepare for and attend telephone conferences with working group re same (.5); telephone conference with the Company, Moelis, working group re motion for equity committee (. 5). 7.00 Correspond and conferences with working group and the Company re equity committee motion objection (1.5); review and revise same (2. 6); office conferences with W. Guerrieri re hearing notes re same (.3); review and analyze equity committee expert submission (1.2); telephone conferences and correspond with M. Carmel, J. Marines, and working group re same (1. 4). 2.80 Review and analyze issues re objection to equity committee motion (.5); draft and revise hearing notes re same (1.5); correspond with A. Goldstein and J. Marines re same (. 8). 1.50 Review and revise pleadings re equity committee (.8); correspond with working group re same (. 7).
Rate ($)
270 895
Time
1.0 1.3
Fee
$ 270.00 $1,163.50
9/23/10
Jennifer Marines
640
6.0
$3,840.00
Marc J Carmel
735
2.6
$1,911.00
Adam Goldstein
600
7.0
$4,200.00
William Guerrieri
505
2.8
$1,414.00
Daniel T Donavan
695
1.5
$1,042.50
F-287227
22
Date
Timekeeper
Anup Sathy, P.C.
Description
1.20 Revise response to motion for appointment of equity committee. 5.00 Telephone conference with working group re equity committee (.4); review and revise equity committee objection and coordinate filing of same (3.4); correspond with the Company re same (. 2); analyze issues re Maxwell declaration and valuation (.7); telephone conferences with working group re discovery issues re same (.3). 1.40 Prepare for, attend telephone conference with working group re response to motion for appointment of equity committee (. 7); telephone conferences with court, T. Karcher, P. Bryan re same (.4); correspond with working group re same (.3) 1.80 Telephone conference with working group re motion to appoint equity committee (. 9); correspond with working group. Moelis re same (. 9). 7.10 Telephone conference with working group re report re equity committee motion (1.3); review and revise equity committee motion objection (2.3); prepare exhibits for same (.2); correspond with working group re same (.8); review and analyze objections to equity committee motion (1.0); correspond and conferences with working group re hearing notes and other materials re same (1.5). 7.30 Review and analyze papers filed by ad hoc committee of preferred shareholders in preparation for hearing (1.2); review and analyze exhibits re same (. 5); review and analyze declaration re same (.6); prepare response out1ine re same (1.0); conduct factual research re same (3.5); correspond with D. Donovan and P. Bryan re same (.5).
Rate ($)
895
Time
1.2
Fee
$1,074.00
9/24/10
Jennifer Marines
640
5.0
$3,200.00
Marc J Carmel
735
1.4
$1,029.00
Patrick M Bryan
600
1.8
$1,080.00
Adam Goldstein
600
7.1
$4,260.00
Patrick J King
495
7.3
$3,613.50
F-287227
23
Date
Timekeeper
William Guerrieri
Description
4.60 Review and analyze issues re objection to equity committee motion (1.1); draft and revise hearing notes re same (2.5); correspond with A. Goldstein and J. Marines re same (1. 0). 2.50 Review briefs and accompanying materia1s re motion to appoint equity committee (2.1); conferences with P. Bryan re same (. 4). 1.10 Telephone conference with working group re equity committee materia1s. 2.20 Review and revise response re equity committee.
Rate ($)
505
Time
4.6
Fee
$2,323.00
Jeffrey S Powell
845
2.5
$2,112.50
Anup Sathy, P.C.
895
1.1
$ 984.50
Anup Sathy, P.C. 8.00 Review and analyze out1ine for response t o A. Maxwell declaration (. 8); revise outline re same (1.0); telephone conference with Moelis re same (.7); draft response declaration re same (5.5). 1.20 Prepare for and attend telephone conference with working group re equity committee motion (.8); review and analyze schedules of assets and liabilities re same (. 4). 1.00 Correspond with D. Donovan re response to motion to appoint equity committee (.6); telephone conference with D. Donovan re same (.4). 5.00 Review and revise hearing notes re equity committee motion (1.1); correspond with J. Marines and A. Goldstein re same (.3) : review and analyze case law re same (1.6); summarize same (1.7); correspond with A. Goldstein re same (. 3)
895
2.2
$1,969.00
9/25/10
Patrick J King
495
8.0
$3,960.00
William Guerrieri
505
1.2
$ 606.00
9/26/10
Patrick J King
495
1.0
$ 495.00
William Guerrieri
505
5.0
$2,525.00
F-287227
24
Date
Timekeeper
Description
4.20 Analyze issues re Derrough declaration (.7): review deposition issues re equity committee motion (.4); review and revise hearing notes re equity committee objection (.8); review and revise summaries of case law re equity committee appointment (.6); review and revise hearing notes re examiner motion (.8); telephone conference with Moelis working group re valuation issues re same (.9). 3.10 Review preferred shareholder declaration re equity committee (.4); review, revise Derrough declaration re same (.7); review, revise hearing notes re motion for appointment of equity committee (1.0); telephone conference with working group, Moelis re same (1. 0). 6.40 Review and analyze hearing notes re equity committee motion (1.0); correspond and conferences with M. Carmel, J. Marines, and W. Guerrieri re same (.8); review and revise hearing outline and case summaries re equity committee motions (.9); correspond and conference with G. Vogt re hearing preparation materials re same (.3); correspond with A. Sathy re preferred equity and capital structure (. 2); review and revise Derrough declaration (1.3); telephone conference and correspondence with M. Carmel re same (.3); review and analyze documents, materia1s re same (.4); prepare for and attend telephone conference with working group re hearing strategy, Derrough declaration and testimony re equity committee motion (.9); review comments to declaration (.3). 2.30 Telephone conference with Moelis re motion for equity committee (.8); review and analyze motion and objections re same (1.5).
Rate ($)
Time
Fee
9/27/10
Jennifer Marines
640
4.2
$2,688.00
Marc J Carmel
735
3.1
$2,278.50
Adam Goldstein
600
6.4
$3,840.00
Jeffrey M Gould
545
2.3
$1,253.50
F-287227
25
Date
Timekeeper
Patrick J King
Description
10.50 Review and revise documents re discovery responses to Creditors Committee (1.5); revise declaration of W. Derrough (3.5); telephone conference with working group re same (1.0); research equity committee issues (2. 3); summarize same (2. 2). 4.40 Review and revise hearing outline re equity committee motion (2.1); correspond with J. Marines, M. Carmel, and A. Goldstein re same (.3); review and analyze case 1aw re same (. 6); summarize same (1.4). 1.00 Conference with D. Donovan re motion for equity committee and re1ated discovery matters (.3) : review materia1s re same (.7) 1.60 Prepare materials re response to equity committee request. 3.70 Review and analyze equity committee motion, revise hearing out1ine re same (1. 0); review and analyze Maxwell declaration (.6); correspond with Moelis and working group re Derrough declaration (.9); review and analyze reply to objections re equity committee motion (1.0); telephone conference with Creditors Committee re same (.2). 3.30 Review, revise declaration re objection to motion for appointment of equity committee (. 9); correspond with working group, the Company re same (. 2); prepare for and attend telephone conferences with working group re same (.4); review reply re motion for appointment of equity committee (.8); telephone conference with working group, Moelis re objection to motion for appointment of equity committee (1.0). 1.40 Review draft declaration re equity committee (.6); review reply re same (. 3); review Dochat deposition (. 5).
Rate ($)
495
Time
10.5
Fee
$5,197.50
William Guerrieri
505
4.4
$2,222.00
Jeffrey S Powell
845
1.0
$ 845.00
Anup Sathy, P.C.
895
1.6
$1,432.00
9/28/10
Jennifer Marines
640
3.7
$2,368.00
Marc J Carmel
735
3.3
$2,425.50
Patrick M Bryan
600
1.4
$ 840.00
F-287227
26
Date
Timekeeper
Jeffrey M Gould
Description
13.20 Draft and revise declaration of W. Derrough (4.8); prepare for depositions of A. Maxwell and W. Derrough (5. 2); office conference with Moelis re same (3.2). 2.70 Review and analyze declaration of W. Derrough re equity committee motion (. 7); review and revise summary re equity committee issues (1.0); prepare demonstrative exhibit for September 30, 2010 hearing re same (1.0). 2.00 Review and revise hearing notes re equity committee motion (1.1); correspond with working group re issues re same (. 9). 1.70 Review and revise Derrough declaration in support of response to equity committee. 3.40 Review and revise hearing notes re equity committee motion. 1.40 Prepare hearing materials re motion to appoint equity committee. 1.00 Research re motion for equity committee of ad hoc committee of preferred shareholders. 6.60 Office conference re Derrough testimony preparation (.3); review declaration re same (.4); prepare summary of claims and interests re equity committee response (2.5); office conference with working group re equity committee (1.1); review and analyze guarantee issues and correspond with J. Shivickas re same (1.7); research and summarize issues re same (. 6).
Rate ($)
545
Time
13.2
Fee
$7,194.00
Patrick J King
495
2.7
$1,336.50
William Guerrieri
505
2.0
$1,010.00
Anup Sathy, P.C.
895
1.7
$1,521.50
Anup Sathy, P.C.
895
3.4
$3,043.00
9/29/10
Jonathan Zinman
550
1.4
$ 770.00
Clement Yee
505
1.0
$ 505.00
Jennifer Marines
640
6.6
$4,224.00
F-287227
27
Date
Timekeeper
Marc J Carmel
Description
2.00 Review, revise documents re objection to motion for appointment of equity committee (1.2); prepare for and attend telephone conferences with working group re same (. 6); correspond re same (. 2). 17.90 Telephone conference with working group and Moelis re Derrough declaration and hearing preparation re same (2.3); review and revise Derrough declaration (1. 0); telephone conference with working group re equity committee motion, strategy re same for hearing (4.4); review and revise hearing materials re same (7.1); review and analyze deposition transcripts re equity committee motion (1.6); conference with working group re testimony and proffer (. 7); review and analyze same (.3); research issues re equity committee motion (.5) 17.80 Office conference with Moelis re W. Derrough declaration (3.4); review, revise and file same (2.4); review deposition transcript of A. Maxwell (1.5); office conference with Moelis re deposition preparation (2.1); attend deposition of W. Derrough (3.1); prepare witness examinations, exhibits and argument for hearing (5.3). 6.60 Draft and revise document re objection to equity committee (2.8); correspond with working group re same (.6); review and analyze case law re same (1.5); summarize same (1. 0); correspond with working group re same (. 7). 4.70 Prepare for omnibus hearing re motion for equity committee. 1.90 Review and revise Derrough declaration re equity committee. 4.40 Prepare for hearing re equity committee motion.
Rate ($)
735
Time
2.0
Fee
$1,470.00
Adam Goldstein
600
17.9
$10,740.00
Jeffrey M Gould
545
17.8
$9,701.00
William Guerrieri
505
6.6
$3,333.00
Daniel T Donovan
695
4.7
$3,266.50
Anup Sathy, P.C. Anup Sathy, P.C.
895 895
1.9 4.4
$1,700.50 $3,938.00
F-287227
28
Date
9/30/10
Timekeeper
Muhammad A Rashid
Description
3.50 Prepare documents for discovery to ad hoc committee re motion for equity committee (1.4); prepare documents for attorney review (2. 1). 2.40 Review, revise documents re objection to motion of appointment of equity committee 2.20 Review documents re objection and declaration re equity committee. TOTAL Hearings and Court Issues Matter 6.50 Prepare for and attend omnibus hearing re Marriott assumption, cash collateral, equity committee, examiner and Jefferies retention. 7.00 Prepare for and attend omnibus hearing re Marriott assumption, cash collateral, equity committee, examiner, and Jefferies retention. 7.00 Prepare for and attend omnibus hearing re Marriott assumption, cash collateral, equity committee, examiner, Jefferies retention. TOTAL
Rate ($)
195
Time
3.5
Fee
$ 682.50
Marc J Carmel
735
2.4
$1,764.00
Daniel T Donovan
695
2.2
$1,529.00 $182,881.00
Paul Basta
955
6.5
$6,207.50
Daniel T Donovan
695
7.0
$4,865.00
Anup Sathy, P.C.
895
7.0
$6,265.00 $17,337.50
F-287227
29
Exclusivity Issues
Date Timekeeper Description Adversary Proceeding & Contested Matter 9/08/10 9/09/10 Jennifer Marines Christopher H Langbein .60 Review and analyze issues re exclusivity. 3.70 Review precedent and related documents re objection to motion to terminate exclusivity. 11.80 Research, compile precedent materials re exclusivity issues re preparation of response to motion to terminate exclusivity. 2.10 Review and analyze issues re response to motion to terminate exclusivity (1.8); correspond with G. Vogt re same (.3). 2.00 Compile hearing transcripts and exhibits (1.4); review and prepare motion to terminate exclusivity (.6). .50 Review and analyze issues re exclusivity response. .50 Correspond with B. Jones re hearing transcripts and exhibits (.2); office conference with B. Jones re motion to terminate exclusivity (.3). 1.00 Telephone conference with working group re exclusivity issues. 1.80 Draft and revise exclusivity objection outline. 2.80 Draft and revise exclusivity objection outline (1.8); review and analyze issues re same (1.0). 640 505 384.00 1,868.50 Rate ($) Fee ($)
Gary M Vogt
280
3,304.00
William Guerrieri
505
1,060.50
9/10/10
Benjamin J Jones William Guerrieri
200 505
400.00 252.50
Travis J Langenkamp
270
135.00
Jeffrey S Powell 9/11/10 9/12/10 Todd M Schwartz Todd M Schwartz
845 550 550
845.00 990.00 1,540.00
F-287227
30
Date 9/13/10
Timekeeper Gary M Vogt
Description 3.70 Research, compi1e materia1s cited in Midland motion to terminate exclusivity.
Rate ($) 280
Fee ($) 1,036.00
Todd M Schwartz
1.50 Draft and revise exclusivity objection out1ine (1.1); review and respond to correspondence with working group re same (.4). 7.00 Review materials re exclusivity motion (2.8); prepare for and attend conference with the Company re same (1.2); outline evidence re exclusivity hearing (1.7); review examiner motion (1.3). 7.30 Draft, review, and revise out1ine re objection to motions to terminate exclusivity (3.9); review precedent re same (2.2): research case law re same (.8); office conferences with T. Schwartz re same (.4). .60 Review motion, joinder re request to terminate exclusivity. .10 Update case calendar re We11s Fargo motion to limit exclusivity. .90 Review and analyze motion to terminate exclusivity. 4.40 Review and revise objection to exclusivity motion to terminate. 8.80 Draft. review, and revise document re objection to motion to terminate exclusivity (2.4); review precedent re same (1.7); review hearing transcript re same (1.2): research re burden of proof re termination of exclusivity (2.5); research re same (.7); telephone conferences with T. Schwartz re same (.3).
550
825.00
Jeffrey S Powell
845
5,915.00
9/14/10
Christopher S Langbein
505
3,686.50
Marc J Carmel Jacob Goldfinger Patrick J King Todd M Schwartz
735 270 495 550
441.00 27.00 445.50 2,420.00
9/15/10
505
4,444.00
F-287227
31
Date
Timekeeper Patrick M Bryan
Description .50 Review Wells Fargo motion to terminate exclusivity. 2.60 Research re plan exclusivity issues (2.4); correspond with C. Langebein and T. Schwartz re same (.2). 5.00 Review and revise exclusivity objection outline (2.4); research re same (2.1); correspond with working group re same (.5) 9.40 Draft, review, and revise objection to motion to terminate exclusivity (2.4); review precedent re same (.4); research case1aw re same (4.2); revise objection re same (2.0); correspond and conferences with T. Schwartz re same (.4). 1.00 Prepare for and attend telephone conference with working group re objection to motions to terminate exclusivity (.4); review, revise documents re same (.3); review, revise document re party in interest (.2); correspond re same (.1). 1.00 Review and analyze cases re termination of exclusivity. 4.30 Telephone conference with working group re hearing (.8); review and analyze documents re status of negotiations for same (1.2); review and analyze documents re termination of exclusivity in preparation for same (2.3). 3.20 Research re plan exclusivity issues (2.0); draft and revise materials re same (1.2). .90 Office conference with T. Schwartz re exclusivity objection (.4); revise outline re same (.3); correspond with T. Schwartz re same (.2).
Rate ($) 600
Fee ($) 300.00
Brad Weiland
505
1,313.00
Todd M Schwartz
550
2,750.00
9/16/10
505
4,747.00
Marc J Carmel
735
735.00
Jeffrey M Gould
545
545.00
Patrick J King
495
2,128.50
Brad Weiland
505
1,616.00
Jeffrey Pawlitz
550
495.00
F-287227
32
Date
Timekeeper Travis J Langenkamp
Description .50 Research cases cited in exclusivity motion (.1); research depositions cited re same (.4). 2.50 Conferences with working group re contested matters re omnibus hearing (1.8); conferences with D. Donovan re exclusivity objection (.7). 10.50 Review and revise objection to motions to terminate exclusivity (5.3); review precedent re same (.6); research and analyze cases cited by movants re same (3.8); office conferences with T. Schwartz re same (.8). .50 Compile, review documents re objection to motions to terminate exclusivity. 4.30 Telephone conference with working group, the Company re contested matters (1.3); draft declaration in support of objection re exclusivity (2.2); telephone conference with D. Donovan re same (.3); review data room materials re same (.5). 2.00 Review and analyze motions to terminate exclusivity. 4.30 Draft letter to ad hoc committee of preferred shareholders re discovery responses (2.0); review and analyze draft responses re Creditors Committee document requests (.7); review and analyze documents for potential production re same (.8); correspond with J. Landis re same (.3); review and analyze draft declaration re exclusivity issues (.5). 12.10 Draft objection to motion to terminate exclusivity (5.2); revise same (4.1); research re same (2.0); office conferences with C. Langbein re same (.8).
Rate ($) 270
Fee ($) 135.00
Jeffrey S Powell
845
2,237.50
9/17/10
Christopher H Langbein
505
5,302.50
Marc J Carmel
735
367.50.00
Patrick M Bryan
600
2,580.00
Jeffrey M Gould
545
1,090.00
Patrick J King
495
2,128.50
Todd M Schwartz
550
6,655.00
F-287227
33
Date
Timekeeper
Jeffrey S Powell
Description 4.00 Conference with the Company, Moelis and working group re contested matters (2.0); conferences with D. Donovan re exclusivity hearing and affidavits (.8); review exclusivity motions (1.2). 5.80 Review and revise objection to motions to terminate exclusivity. 3.10 Review, revise objection re motions to terminate exclusivity (2.7); prepare for and attend telephone conferences with working group re same (.4). 2.00 Review and analyze cases cited in motions to terminate exclusivity (2.0). 2.00 Telephone conferences with C. Langbein re objection to motion to terminate exclusivity (1.8); telephone conferences with M. Carmel re same, review comments re same (.2). .80 Review and revise response to exclusivity objections. 1.30 Review and revise declaration in support of exclusivity objection (.5); correspond with M. Carmel re same (.1); review and revise objection to exclusivity motion (.5); correspond with D. Donovan re same (.2). 2.00 Review and analyze cases cited in motions to terminate exclusivity. .80 Review objection to motion to terminate exclusivity. 1.50 Revise declaration re objection to motion to terminate exclusivity (1.1); analyze strategic issues re same (.4).
Rate ($)
Fee ($)
845
3,380.00
9/18/10
505
2,929.00
Marc J Carmel
735
2,278.50
Jeffrey M Gould
545
1,090.00
Todd M Schwartz
550
1,100.00
Anup Sathy, P.C.
895
716.00
9/19/10
Patrick M Bryan
600
780.00
Jeffrey M Gould Paul Basta Daniel T Donovan
545 955 695
1,090.00 764.00 1,042.50
F-287227
34
Date
Timekeeper Jeffrey S Powell
Description 1.00 Review materia1s re exclusivity motions. 6.80 Review and revise objection to motions to terminate exclusivity (4.8); review precedent re same (1.1): review hearing transcript re same (.4); conferences with T. Schwartz re same (.5). 2.20 Review, revise objection re motions to Terminate exclusivity (.7); office conferences with working group re same (.5); review, revise declaration re support for objection to motion to terminate exclusivity (1.0). 2.30 Review and revise declaration in support of objection to motion to terminate exclusivity (1.0); office conference with D. Donovan re same (.6); telephone conference with attorneys (.7). .80 Correspond with C. Langbein re objection to motion to terminate exclusivity (.1); review and analyze draft of exclusivity objection (.7). 6.00 Review and analyze cases cited in motions to terminate exclusivity (2.8); draft memorandum re same (3.2). 2.00 Draft memorandum re motion to terminate exclusivity. 1.50 Revise draft letter re discovery responses re motion to appoint examiner (.6); review and analyze draft exclusivity objection (.9). 3.60 Draft and revise objection to motion to terminate exclusivity.
Rate ($) 845
Fee ($) 845.00
9/20/10
505
3,434.00
Marc J Carmel
735
1,617.00
Patrick M Bryan
600
1,380.00
Adam Goldstein
600
480.00
Jeffrey M Gould Jeffrey M Gould
545 545
3,270.00 1,090.00
Patrick J King
495
7,425.00
Todd M Schwartz
550
1,980.00
F-287227
35
Date
Timekeeper Anup Sathy, P.C.
Description 1.20 Review and revise objection to motions to terminate exclusivity. 15.70 Revise objection to motions to terminate exclusivity (4.3); review documents re same (5.3); revise preliminary statement re same (1.3); revise case law analysis re same (2.9); review precedent re same (1.3); correspond with T. Schwartz re same (.6). 1.40 Prepare for and attend conferences with working group re objections to motions to terminate exclusivity (.8); review documents re same (.3); correspond re same (.3). 2.40 Revise declaration re exclusivity (1.0); review and revise objection re same (1.0); telephone conference with working group re same (.4). .70 Review and analyze draft declaration re exclusivity objection.
Rate ($) 895
Fee ($) 1,074.00
9/21/10
505
7,928.50
Marc J Carmel
735
1,029.00
Patrick M Bryan
600
1,440.00
Patrick J King
495
346.50
Todd M Schwartz
5.90 Telephone conferences with working group re objections t o motions t o terminate exclusivity ( .8) ; draft and revise objections to motions to terminate exclusivity (5.1).
550
3,245.00
Jeffrey S Powell
4.00 Review and analyze issues re exclusivity response (1.8): review draft objection re same (1.1); revise out1ine edits re same (1.1). 1.90 Review and revise objections to motions to terminate exclusivity.
845
3,380.00
Anup Sathy, P.C.
895
1,700.50
F-287227
36
Date 9/22/10
Timekeeper Christopher H Langbein
Description 5.90 Review and revise objection to motion to terminate exclusivity (4.8); analyze Derrough declaration issues re same (1.1). 2.90 Review, revise declaration in support of objections to motions to terminate exclusivity (.5); review, revise objection, documents re motions to terminate exclusivity (1.6); office conferences with T. Schwartz re same (.6); prepare for and attend telephone conferences with working group re same (.2). .90 Revise declaration in support of objection to motion to terminate exclusivity (.8); telephone conference with Moelis re same (.1). .10 Update case calendar re Midland, We11s Fargo motions to terminate exclusivity. 8.30 Draft and revise objections to motions to terminate exclusivity (6.8); correspond with C. Langbein re same (1.5). 1.30 Research re bankruptcy fi1ings re exclusivity objection. 2.00 Review revised exclusivity pleading (1.6); review and revise affidavit re same (.4). 1.30 Review and revise response to motion to terminate exclusivity.
Rate ($) 505
Fee ($) 2,979.50
Marc J Carmel
735
2,131.50
Patrick M Bryan
600
540.00
Jacob Goldfinger
270
27.00
Todd Schwartz Business/Ind Research Jeffrey S Powell
550 220 845
4,565.00 286.00 1,690.00
Anup Sathy, P.C.
895
1,163.50
TOTAL
$135,362.00
F-287227
37
Troy Central Marriott

Date Timekeeper Description Franchise Issues Matter 1.00 Correspond with various parties re motion to assume Troy Central Franchise Agreement. .30 Office conference with T. Schwartz re Marriott assumption motion. .60 Review and respond to correspondence with C . Langbein re Marriott assumption motion (.1); review and analyze issues re same (.5). 4.40 Draft, review, and revise Marriott assumption motion (3.2); review and analyze precedent re same (1.1); correspond with T. Schwartz re same (.1). .50 Telephone conference with working group re Marriott assumption motion. 2.20 Review and revise Marriott assumption motion. 6.80 Review and respond to correspondence with working group re Marriott assumption motion (.2); draft and revise same (4.8); review and analyze issues re same (1.0); correspond with A. Sathy re same (.3); review and respond to correspondence with C. Langbein re same (.3); correspond with Marriott re Troy settlement agreement (.2). Rate ($) Fee ($)
9/02/10
Todd M Schwartz
550
550.00
9/07/10
505
151.50
Todd M Schwartz
550
330.00
9/08/10
505
2,222.00
Anup Sathy, P.C. 9/09/10 Christopher H Langbein
895 505
447.50 1,111.00
Todd M Schwartz
550
3,740.00
F-287227
38
Date 9/10/10
Timekeeper Christopher H Langbein
Description 7.30 Review and revise Marriott assumption motion (4.3); conferences with T. Schwartz re same (.3); research and review precedent re same (2.7). 4.2 Office conference with C. Langbein re Marriott assumption motion (.6); draft and revise same (2.3); telephone conferences with M. Murphy re same (.6); review and respond to correspondence with working group re payment of cure (.7). .5 Telephone conference with working group re Marriott assumption motion. 1.1 Review and revise Marriott assumption motion. 1.1 Review materials re Marriott assumption and other contested matters. 4.2 Review and revise Marriott assumption motion (3.9): conferences with T. Schwartz re same (.3). .6 Review, revise of Marriott assumption motion. 8.3 Draft and revise Marriott assumption motion (7.5); telephone conferences with A.Sathy re same (.8). .9 Review and revise Marriott assumption motion. .3 Review and analyze issues re Marriott assumption motion. 5.5 Draft and revise Marriott assumption motion (4.9); review and respond to correspondence with working group re same (.6). 1.1 Review and revise Marriott assumption motion.
Rate ($) 505
Fee ($) 3,686.50
Todd M Schwartz
550
2,310.00
Anup Sathy, P.C. 9/12/10 Anup Sathy, P.C. James HM Sprayregen, P.C. 9/13/10 Christopher Langbein Marc J Carmel Todd M Schwartz Anup Sathy, P.C. 9/14/10 Jennifer Marines
895 895 995
447.50 984.50 1,094.50
505 735 550 895 640
2,121.00 441.00 4,565.00 805.50 192.00
Todd M Schwartz
550
3,025.00
Anup Sathy, P.C.
895
984.50
F-287227
39
Date 9/15/10
Timekeeper Todd M Schwartz
Description 2.6 Draft and revise Marriott assumption motion (1.4); correspond with Marriott re same (.8); correspond with A. Sathy re same (.4). .9 Review and revise Marriott assumption motion. .5 Coordinate fi1ing, service of Marriott assumption motion. .8 Prepare Marriott assumption motion for filing (.7); arrange for service of same ( .1). 4.0 Draft and revise Marriott assumption motion (2.5); correspond with working group re same (1.5). 1.4 Review and revise Marriott assumption motion. .3 Correspond re Marriott Troy Central settlement agreement (.1); review documents, correspondence re same (.2). 1.00 Review and analyze issues re Marriot assumption motion (.5); correspond with Creditors Committee re same (.5). 1.00 Telephone conferences with Creditors Committee re Marriott assumption motion (.4); telephone conferences with Marriott re same (.5); review and respond to correspondence with J. Marines re same (.1). .4 Review and analyze issues re Marriott assumption motion and communicate with Creditors Committee re same.
Rate ($) 550
Fee ($) 1,430.00
Anup Sathy, P.C. 9/16/10 Gary M Vogt Jacob Goldfinger
895 280 270
805.50 140.00 216.00
Todd M Schwartz
550
2,200.00
Anup Sathy, P.C. 9/20/10 Marc J Carmel
895 735
1,253.00 220.50
9/23/10
Jennifer Marines
640
640.00
Todd M Schwartz
550
550.00
9/24/10
Jennifer Marines
640
256.00
F-287227
40
Date
Timekeeper
Todd M Schwartz
Description 2.00 Review and respond to correspondence with working group, Creditors Committee, and Marriott re adequate assurance agreement (1.5); draft and revise revised order re same (.5). .5 Review and respond to correspondence with B Wolfe and G. Vogt re revised order for Marriott assumption motion. 2.6 Draft and revise hearing notes re Marriott assumption motion. 1.4 Draft and revise hearing notes re Marriott assumption motion. .5 Review and revise Marriott order .9 Prepare and file Marriott assumption agreement. .3 Prepare, file and arrange for service of revised order re Marriott agreement. 3.9 Review and revise hearing notes re Marriott assumption motion (.6); draft and revise timeline re same (2.9); correspond and telephone conferences with A. Sathy re same (.4). .9 Review and analyze materials re Marriott assumption motion.
Rate ($)
Fee ($)
550
1,100.00
9/25/10
Todd M Schwartz
550
275.00
9/26/10
Todd M Schwartz
550
1,430.00
9/27/10
Todd M Schwartz Anup Sathy, P.C.
550 895 285 245
770.00 447.50 256.50 73.50
9/28/10
Beth Friedman Jocelyn C Kuo
Todd M Schwartz
550
2,145.00
Anup Sathy, P.C.
895
805.50
TOTAL
$44,223.00
F-287227
41
EXHIBIT 4
OcHAYNES AND BOONE, LLP 1221 Avenue of the Americas, 26th Floor New York, NY 10020 Telephone: (212) 659-7300 Facsimile: (212) 918-8989 Lenard M. Parkins (NY Bar #4579124) John D. Penn (NY Bar # 4847208) Mark Elmore (admitted pro hac vice) Attorneys for Midland Loan Services, Inc. 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
MIDLAND LOAN SERVICES, INC.S RESERVATION OF RIGHTS WITH RESPECT 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 OCTOBER 1, 2010 THROUGH OCTOBER 31, 2010 Midland Loan Services, Inc. (Midland),1 hereby files its Reservation of Rights With Respect to the Monthly Application of Kirkland & Ellis, LLP (K&E) for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors In Possession for the Period from October 1, 2010 through October 31, 2010 (the Fee Request) and respectfully represents:
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.
D-1919295
BACKGROUND 1. On August 12, 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 must file objections to the Fee Request or before December 20, 2010, which is at least twenty (20) days after service of the monthly fee request.2 2. On November 24, 2010, K&E filed the Fee Request seeking approval of
$526,008.00 in fees and $33,544.25 in expenses, and corresponding payment of 80% of the fees and 100% of the expenses [Docket No. 733]. RESERVATION OF RIGHTS 3. The Fee Procedures Order included a provision for a 20% holdback of fees
charged by professionals paid from the Debtors estates. At this time, the holdback appears to be adequate to address issues that might arise in an objection to a future interim or final fee application to be submitted under 11 U.S.C. 330 or 331. 4. Midland objects to paying K&E more than 80% of the fees described in the Fee
Request before they have been reviewed and approved after notice and a hearing on such interim or final fee applications. In doing so, Midland specifically reserves its right to assert objections to fees or expenses (or both) listed on the Fee Request. Local Rule 9013-1(a) 5. This pleading includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated and a discussion of their application to this
D-1919295
pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule 9013-1(a).
Dated:
December 20, 2010 New York, New York
/s/ John 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, INC.
D-1919295
EXHIBIT 5
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
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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
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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
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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).
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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.
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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
$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
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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
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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
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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
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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
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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
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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
$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
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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
$505.00
3.10
$1,565.50
11-4-10
Jennifer Marines
$640.00
6.00
$3,840.00
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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
$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
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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

Attorneys For Midland Loan Services, A Division of PNC Bank, N.A

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Attorneys For Midland Loan Services, A Division of PNC Bank, N.A

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

Docket No. 402. Docket No. 869.

February 18, 2011 New York, New York

HAYNES AND BOONE, LLP

Midlands Limited Objection to the monthly application for compensation (the

HAYNES AND BOONE, LLP

ATTORNEYS FOR MIDLAND LOAN SERVICES, INC.

September __, 2010 New York, New York

__________________________________________ HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

Midland is a Notice Party under the Fee Procedures Order.

1,373.40 718.30 1,007.80

$700,577.50 $421,067.00 $551,474.50

$4,725.54 $1,818.48 $36,803.33

$705,303.04 $422,885.48 $588,277.83

be paid out of Lehman ALI Inc.s cash collateral.

should never have been initiated.

HAYNES AND BOONE, LLP

Selected Time Entries

DIP & Exit Finan. (11)

Hearings & Court (16)

Patrick M Bryan $600

Daniel T Donovan $695

Daniel T Donovan $695

Daniel T Donovan $695

DIP & Exit Finan. (11)

Anup Sathy P.C. $895

James H M Sprayregen, P.C. $995

Paul Basta $955

Daniel T Donovan $695

James H M Sprayregen, P.C. $995 James H M Sprayregen, P.C. $995

DIP & Exit Finan. (11)

Hearings & Court (16)

Daniel T Donovan $695

Patrick J King $495

Patrick J King $495

James H M Sprayregen, P.C. $995

Marc J Carmel $735

DIP & Exit Finan. (11)

Plan & Disc. Stmnt. (12)

Hearings & Court (16)

Patrick M Bryan $600

Patrick J King $495

DIP & Exit Finan. (11)

Plan & Disc. Stmnt. (12)

Hearings & Court (16)

Paul Basta $955

Gary M Vogt $280

Daniel T Donovan $695

3.90 Review and revise response to plan support agreement objections.

.20 Participate in court conference.

Anup Sathy. P.C. $895

Timekeeper James H M Sprayregen, P.C. $995

DIP & Exit Finan. (11)

Plan & Disc. Stmnt. (12)

Hearings & Court (16)

Marc J Carmel $735

DIP & Exit Finan. (11)

Plan & Disc. Stmnt. (12)

Hearings & Court (16)

Patrick J King $495

Hearings & Court (16)

Marc J Carmel $735