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

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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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

F-287227

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

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
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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

James H M Sprayregen, P.C.

995

3.2

$3,184.00

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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

James H M Sprayregen, P.C.

995

2.9

$2,885.50

9/29/10

Jennifer Marines

640

2.8

$1,792.00

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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

James H M Sprayregen, P.C.

995

2.7

$2,686.50

9/30/10

Marc J Carmel

735

2.6

$1,911.00

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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

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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

Christopher S Langbein

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

Christopher S Langbein

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

Christopher H Langbein

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

Christopher H Langbein

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

Christopher H Langbein

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

Christopher H Langbein

505

151.50

Todd M Schwartz

550

330.00

9/08/10

Christopher H Langbein

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

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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

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