Attorneys For The Independent Committee

Hearing Date: December 13, 2011 at 2:00 PM Eastern Standard Time
Objection Deadline: December 6, 2011 at 4:00 PM Eastern Standard Time

Brad Eric Scheler, Esq.
Bonnie Steingart, Esq.
FRIED, FRANK, HARRIS, SHRIVER
& JACOBSON LLP
One New York Plaza
New York, New York 10004
Telephone: (212) 859-8000
Facsimile: (212) 859-4000
Attorneys for the Independent Committee
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
)
SUMMARY SHEETS PURSUANT TO UNITED STATES TRUSTEE GUIDELINES
FOR REVIEWING APPLICATIONS FOR COMPENSATION AND
REIMBURSEMENT OF EXPENSES FILED UNDER 11 U.S.C. 330

COMBINED FOURTH INTERIM AND FINAL FEE APPLICATION
Name of Applicant: Fried, Frank, Harris, Shriver & Jacobson LLP
Authorized to Provide Professional Services to: Committee of Independent Trustees of the
Board of Trustees of Innkeepers USA Trust
Date of Retention: Order entered on November 10, 2010 retaining
Fried, Frank, Harris, Shriver & Jacobson LLP,
nunc pro tunc to September 10, 2010
Fees Sought for Fourth Interim Application:
Period (8/1/2011-10/31/2011)
Total Fees Requested: $33,860.00
Total Expenses Requested: $834.45

1
The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found
by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at
Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The
location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana
Way, Suite 306, Palm Beach, Florida 33480.
10-13800-scc Doc 2230 Filed 11/22/11 Entered 11/22/11 17:11:57 Main Document
Pg 1 of 151
2

Total Fees Sought:

Prior Interim Applications:
Total Fees Requested: $1,612,748.50
Total Expenses Requested: $49,404.21

First Interim Fee Application of Fried, Frank,
Harris, Shriver & Jacobson LLP for
Compensation for Services and Reimbursement
of Expenses as Attorneys for the Independent
Committee for the Period from July 19, 2010
through November 30, 2010 [Dkt. No. 817]

Second Interim Fee Application of Fried,
Frank, Harris, Shriver & Jacobson LLP for
Committee for the Period from December 1,
2010 through March 31, 2011 [Dkt. No. 1377]

Third Interim Fee Application of Fried, Frank,
Harris, Shriver & Jacobson LLP for
Committee for the Period from April 1, 2010
through July 31, 2011 [Dkt. No. 2087]

Prior Monthly Applications:

Requested Paid
Date Filed Period Covered Fees Expenses Fees Expenses
11/24/2010 9/10/2010-10/31/2010 $243,259.00 $3,458.29 $243,259.00 $3,458.29
12/23/2010 11/1/2010-11/30/2010 $85,206.00 $3,182.31 $85,206.00 $3,182.31
1/26/2011 12/1/2010-12/31/2010 $137,010.50 $1,589.43 $137,010.50 $1,589.43
3/15/2011 1/1/2011-1/31/2011 $234,653.50 $3,207.92 $234,653.50 $3,207.92
3/23/2011 2/1/2011-2/28/2011 $385,770.50 $16,770.64 $385,770.50 $16,770.64
4/29/2011 3/1/2011-3/31/2011 $305,500.00 $13,624.38 $305,500.00 $13,624.38
5/31/2011 4/1/2011-4/30/2011 $62,593.50 $5,048.90 $62,593.50 $5,048.90
6/30/2011 5/1/2011-5/31/2011 $107,900.50 $893.29 $107,900.50 $893.29
7/29/2011 6/1/2011-6/30/2011 $31,995.00 $794.60 $31,995.00 $794.60
9/30/2011 8/1/2011-8/31/2011 $9,884.50 $514.81 $7,907.60 $514.81
10/31/2011 9/1/2011-9/30/2011 $15,737.50 $92.54 $0.00 $0.00
10/1/2011-10/31/2011
2
$8,238.00 $227.10 $0.00 $0.00
TOTAL $1,627,748.50
3
$49,404.21 $1,586,796.10
4
$49,084.57

2 Fees and costs incurred by Fried Frank from October 1, 2011 through October 31, 2011 have not been previously submitted to the Court in
a monthly fee application.
3 As discussed below and set forth in the attached exhibits, Fried Franks fees totaled $1,627,748.50 for the Compensation Period (as defined
below). Fried Frank agreed to reduce its fees by a total of $15,000 for the First Interim Fee Period. As such, Fried Frank is hereby
requesting final allowance of $1,612,748.50.
Pg 2 of 151
3

COMPENSATION BY PROFESSIONAL
JULY 19, 2010 THROUGH OCTOBER 31, 2011

Name of Professional
Individual

Position, year assumed
position, prior relevant
experience, year of
obtaining relevant license
to practice

Hourly Billing
Rate during
Compensation
Period
5

Total Hours
Billed during
Compensation
Period

Total
Compensation
Requested
during
Compensation
Period
Jean Hanson Joined firm in 1976 and
became a Partner in 1983.
Member of NY Bar since
1977.
$925.00 23.8 $22,015.00
Gary Kaplan Joined firm in 1998 and
1999.
$925.00 12.2 $11,834.00
Brad Eric Scheler Joined firm in 1981 and
1978.
$1,100.00 273.9 $301,290.00
Bonnie Steingart Joined firm in 1980 and
1980.
$925.00-
$970.00
571.4 $546,851.00
Alan Resnick Joined firm as Of Counsel
in 1989. Member of NY
Bar since 1973.
$1,000.00 19.6 $19,600.00
Jon Finelli Joined firm as an Associate
Bar since 2007.
$550.00 110.1 $60,555.00
Gabriel Libhart Joined firm as an Associate
Bar since 2010.
$440.00-
$520.00
453.4 $207,996.00
Cedrick Mendoza-
Tolentino

Joined firm as an Associate
Bar since 2011.
$395.00-
$460.00
184.9 $73,965.00
Matthew Roose Joined firm as an Associate
Bar since 2007.
$550.00-
$610.00
595.4 $339,689.00
Jocelyn Ryan Joined firm as an Associate
Bar since 2010.
$520.00 5.1 $2,652.00
Peter Siroka Joined firm as an Associate
Bar since 2007.
$550.00-
$580.00
17.4 $9,672.00

4 As discussed below and set forth in the attached exhibits, Fried Frank agreed to reduce its fees by a total of $15,000.00 for the First Interim
Fee Period. Fried Frank has received payment of $1,586,796.10, reflecting the $15,000.00 reduction.
5 The hourly rates of certain Fried Frank attorneys and paraprofessionals increased during the Compensation Period.
Pg 3 of 151
4

Individual

experience, year of
to practice

Hourly Billing
Rate during
Compensation
Period
5

Total Hours
Billed during
Compensation
Period

Total
Compensation
Requested
during
Compensation
Period
Carl Stapen Joined firm as an Associate
Bar since 2009.
$495.00 12.9 $6,385.50
Steven Starr Joined firm as an Associate
Bar since 2010.
$395.00 22.1 $8,729.50
Other Professionals
6

$395.00-
$970.00

9.0 $5,379.00
Natalie C. Spano E-Discovery and Practice
Technology Support
Manager since 2002.
Joined firm in 2002.
$265.00 8.5 $2,252.50
Joseph Chan E-Discovery and Practice
Technology Support
Analyst since 2009.
$265.00 13.0 $3,445.00
Leo Roymisher E-Discovery and Practice
Technology Support
Analyst since 2010.
$265.00 15.9 $4,213.50
Meryl Yang Legal Assistant since 2010.
$190.00-
$200.00
5.6 $1,097.00
Other Paraprofessionals
7

$255.00 0.5 $127.50
TOTALS 2,354.7 $1,627,748.50

Blended Rate (including paraprofessionals): $691.28

Blended Rate (excluding paraprofessionals): $699.47

6 Other Professionals includes all professionals that billed less than 5.0 hours during the Compensation Period.
7 Other Paraprofessionals includes all paraprofessionals that billed less than 5.0 hours during the Compensation Period.
Pg 4 of 151
5

COMPENSATION BY PROJECT CATEGORY

Matter
Number
Matter Description Total Billed Hours Total Fees
Requested
2 Communications with Independent Committee 189.8 $160,524.00
3 Board Meetings 306.0 $248,740.50
4 Hearings and Court Issues 138.7 $98,550.50
5 Plan Process 547.8 $432,979.00
6 Communications with Creditors and Interest Holders 47.4 $41,894.50
7 Retention and Fee Application Issues 237.0 $144,021.00
8 Litigation Related to Plan Process 888.0 $501,039.00
Totals 2,354.7 $1,627,748.50

Pg 5 of 151
6

EXPENSE SUMMARY

Nature of Disbursements
Amount
Court Reporting
$18,339.50
Data Research
$7,403.15
Duplicating
$8,667.24
Litigation Consulting
$2,656.53
Meals
$1,842.26
Messenger Service and Postage
$1,656.08
Secretarial
$691.67
Telephone/Teleconferencing
$3,251.46
Travel, Airfare, and Other Transportation
$4,896.32
Total
$49,404.21
Pg 6 of 151
Hearing Date: December 13, 2011 at 2:00 PM Eastern Standard Time
Objection Deadline: December 6, 2011 at 4:00 PM Eastern Standard Time

& JACOBSON LLP
One New York Plaza
Telephone: (212) 859-8000
Facsimile: (212) 859-4000
)
In re: ) Chapter 11
)
1
) Case No. 10-13800 (SCC)
)
)
)

FOURTH INTERIM AND FINAL FEE APPLICATION OF FRIED, FRANK, HARRIS,
SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND
REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT
COMMITTEE FOR THE PERIOD FROM JULY 19, 2010
THROUGH OCTOBER 31, 2011

TO THE HONORABLE SHELLEY C. CHAPMAN,
UNITED STATES BANKRUPTCY JUDGE:
Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank), counsel for the committee
of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers
USA Trust (the Board) in the above-captioned cases (the Chapter 11 Cases) under chapter
11 of title 11 of the United States Code (the Bankruptcy Code), hereby submits this combined
fourth and final fee application (the Final Fee Application) for (i) allowance of compensation

1 The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found
Pg 7 of 151
2

in the amount of $33,860.00, representing 100% of the reasonable and necessary legal services
rendered by Fried Frank on behalf of the Independent Committee and reimbursement in the
amount of $834.45 for the actual and necessary expenses incurred and posted during the period
from August 1, 2011 through October 31, 2011 (the Fourth Interim Fee Period)
2
and (ii)
allowance, on a final basis, of compensation in the amount of $1,612,748.50
3
for the reasonable
and necessary legal services rendered by Fried Frank on behalf of the Independent Committee
and reimbursement in the amount of $49,404.21 for the actual and necessary expenses incurred
and posted during the period from July 19, 2010 through October 31, 2011 (the Compensation
Period). Fried Frank submits this Final Fee Application pursuant to sections 330 and 331 of the
Bankruptcy Code and in accordance with the Order (the Interim Compensation Order)
Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Official Committee Members, dated August 12, 2010 [Dkt. No.
189]; the order

of the Court dated November 9, 2010 [Dkt. No. 701] (the Independent
Committee Order)
4
approving 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 [Dkt. No. 587] (the Independent Committee Motion); Rule 2016 of the Federal

2 Fried Frank has received partial payment for the Monthly Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation
for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from August 1, 2011 through
August 31, 2011 filed on September 30, 2011 [Dkt. No. 2138] (the Tenth Monthly Application) in the amount of $8,421.41 representing
80% of fees and 100% of expenses. Fried Frank has not received payment for the Monthly Application of Fried, Frank, Harris, Shriver &
Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period
from September 1, 2011 through September 30, 2011 filed on October 31, 2011 [Dkt. No. 2191] (the Eleventh Monthly Application).
Fried Frank is therefore requesting, by this Final Fee Application, final approval for the allowance of 100% of fees and reimbursement of
100% of expenses for the Tenth Monthly Application and Eleventh Monthly Application. Fried Frank has not filed with the Court a
monthly fee application for the period from October 1, 2011 through October 31, 2011. As such, by this Final Fee Application, Fried Frank
is requesting final approval of $8,238.00, representing 100% of reasonable and necessary professional services rendered by Fried Frank on
behalf of the Independent Committee and reimbursement in the amount of $227.10, representing 100% of actual and necessary expenses
incurred and posted for the period from October 1, 2011 through October 31, 2011.
3 As discussed below and set forth in the attached exhibits, Fried Frank's fees totaled $1,627,748.50 for the Compensation Period. Fried
Frank agreed to reduce its fees by a total of $15,000.00 during the First Interim Fee Period. As such, Fried Frank is hereby requesting final
allowance of $1,612,748.50.
4 A copy of the Independent Committee Order is attached hereto as Exhibit A.
Pg 8 of 151
3

Rules of Bankruptcy Procedure (the Bankruptcy Rules); Rule 2016-1 of the Local Bankruptcy
Rules for the Southern District of New York (the Local Rules); the Amended Guidelines for
Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases,
adopted by this Court on November 25, 2009 (the Amended Guidelines); and the United States
Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of
Expenses filed under 11 U.S.C. 330 (the UST Guidelines). In support of this Final Fee
Application, Fried Frank respectfully states as follows:
PRELIMINARY STATEMENT
1. On September 10, 2010, Fried Frank was retained by members of the Independent
Committee to advise, assist and represent the Independent Committee and its members in
connection with the Chapter 11 Cases. During a Board meeting on October 27, 2011, the
members of the Independent Committee resigned from the Board, at which time the Independent
Committees role in the case ceased and Fried Frank was relieved of its role and responsibility in
the Chapter 11 Cases on behalf of the Independent Committee.
2. During the course of Fried Franks representation of the Independent Committee
throughout the Chapter 11 Cases, Fried Frank devoted considerable time, effort and resources to
advising the Independent Committee in its efforts to maximize the value of the Debtors estates.
As discussed in further detail below, Fried Franks representation of the Independent Committee
required Fried Frank to advise and assist the Independent Committee with respect to numerous
issues during the Compensation Period. Specifically, during its retention, with respect to the
Independent Committee, Fried Frank devoted a significant amount of professional effort to (i)
reviewing and drafting resolutions adopted by the Board at a Board meeting on October 19, 2010
(the Board Resolutions) establishing the Independent Committee; (ii) preparing for and
attending Independent Committee meetings; (iii) preparing for and attending Board meetings;
(iv) drafting the Independent Committee Motion; and (v) preparing for and attending hearings
Pg 9 of 151
4

and status conferences in the Chapter 11 Cases;
3. In addition, with respect to the restructuring process, Fried Frank devoted a
signifcant amount of professional effort to (i) reviewing, drafting and communicating with the
Independent Committee and the Debtors with respect to the plan process protocol (the Plan
Process Protocol), which was developed by the Debtors and the Independent Committee, and
presented to the Court as a guideline for the Debtors restructuring efforts; (ii) reviewing and
evaluating information about the Debtors restructuring alternatives; (iii) reviewing and
evaluating stalking horse proposals received by the Debtors and communicating with the Debtors
and Independent Committee regarding these alternatives; (iv) communicating with creditors and
interest holders of the Debtors; (x) reviewing, drafting and communicating with the Independent
Committee and the Debtors with respect to Debtors Motion for Entry of an Order (I)
Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling
REIT LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the New
Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving
Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense
Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense
Reserve [Dkt. No. 820] (the Stalking Horse Motion); (v) reviewing and producing
communications and other documents in connection with multiple document requests related to
the Stalking Horse Motion; (vi) preparing for and attending the hearing in connection with the
Stalking Horse Motion; (vii) reviewing and evaluating materials related to the auction held by
the Debtors on May 2, 2011 and May 3, 2011 (the Auction) and communicating with the
Independent Committee regarding these Auction materials; and (viii) attending the Auction and
communicating with the Independent Committee regarding the Auction process, participants and
results.
4. Further, with respect to plan confirmation, Fried Frank devoted significant
Pg 10 of 151
5

amount of professional effort to (i) reviewing the Debtors Plans of Reorganization Pursuant to
Chapter 11 of the Bankruptcy Code [Dkt. No. 1094] (the Plans) and Disclosure Statement for
Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No.
1093] (the Disclosure Statement) and communicating with the Independent Committee and the
Debtors with respect thereto; (ii) reviewing and communicating with the Independent Committee
and the Debtors with respect to the Debtors Motion for Entry of an Order Approving (a)
Adequacy of the Disclosure Statement, (b) Certain Dates Related to Confirmation of the Plan, (c)
Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection
with Solicitation of the Plan, and (d) Proposed Voting and General Tabulation Procedures [Dkt.
No. 1095] (Motion to Approve Disclosure Statement); (iii) reviewing and communicating with
the Independent Committee and the Debtors with respect to the Debtors Process Update Letter
[Dkt. No. 1102] (the Process Update Letter); (iv) reviewing, drafting and communicating with
the Independent Committee and the Debtors with respect to the Declaration of Lawrence J. Ruisi
in Support of the Stalking Horse Motion [Dkt. No. 989] (the Ruisi Declaration) and the
Declaration of Frederick J. Kleisner in Support of the Employee Incentive Payments
Contemplated by the Debtors Plan [Dkt. No. 1779] (the Kleisner Declaration); (v) reviewing
and communicating with the Independent Committee and the Debtors with respect to the
[Proposed] Findings of Fact, Conclusions of Law, and Order Confirming Debtors Plans of
Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No. 1771] (the Proposed
Confirmation Order); (vi) reviewing the Amended and Restated Binding Commitment
Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers
USA Trust (together with all Exhibits thereto, the Original Commitment Letter), dated May
16, 2011 by and between Innkeepers USA Trust (solely on behalf of the Fixed/Floating
Debtors
5
), INK Acquisition LLC (INK I), INK Acquisition II LLC (INK II), Cerberus Series

5 As such term is defined in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (With Modifications to the
Pg 11 of 151
6

Four Holdings, LLC (Cerberus), Chatham Lodging Trust (Chatham) and communicating
with the Independent Committee and the Debtors with respect thereto; (vii) preparing for and
attending the confirmation hearing held before this Court on June 23, 2011; (viii) reviewing and
communicating with the Independent Committee and the Debtors with respect to the adversary
proceeding Innkeepers USA Trust v. Cerberus Series Four Holdings, LLC et al., Case No. 11-
02557-SCC (the Adversary Proceeding); (ix) attending hearings related to the Adversary
Proceeding; (x) reviewing the Second Amended and Restated Binding Commitment Agreement
Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust
(together with all exhibits thereto, the Second Amended Commitment Letter), dated October
19, 2011 by and between Innkeepers USA Trust (solely on behalf of the Fixed/Floating Debtors),
INK I, INK II, INK Acquisition III LLC (INK III and together with INK I and INK II, New
HoldCo), Cerberus, Chatham, Apollo Investment Corporation, Midland Loan Services
(Midland), a division of PNC Bank, National Association, Lehman ALI Inc. (Lehman),
SASCO 2008-C2, LLC (SASCO), and Five Mile Capital Partners LLC and its affiliates, Five
Mile Capital II Pooling REIT LLC and its affiliates, and CRES Investment No. II, LP and
communicating with the Independent Committee and the Debtors with respect thereto; (xi)
reviewing the Amended and Restated Binding Commitment Regarding the Acquisition and
Restructuring of Certain Subsidiaries of Innkeepers USA Trust (the Amended New
HoldCo/Midland Commitment), dated October 19, 2011 by and between Cerberus, Chatham,
New HoldCo and Midland and communicating with the Independent Committee and the Debtors
with respect thereto; and (xii) preparing for and attending the hearing regarding the Second
Amended Commitment Letter.
5. Throughout the Compensation Period, the Independent Committee, and Fried

Fixed/Floating Plan) dated October 19, 2011 [filed as Exhibit 2 to the Debtors Motion (the Second Commitment Letter Motion) for Entry
of an Order (I) Authorizing Fixed/Floating Debtors to Enter into Second Amended Commitment Letter, (II) Approving (A) Modifications to
Fixed/Floating Plan and Confirmation Order and (B) Amended New HoldCo/Midland Commitment, and (III) Authorizing Fixed/Floating
Debtors to Settle Adversary Proceeding Upon Consummation of Modified Fixed/Floating Plan [Dkt. No. 2169]].
Pg 12 of 151
7

Frank acting on the Independent Committees behalf, made significant contributions to the
Debtors restructuring efforts and served an important role in facilitating the Debtors bankruptcy
and reorganization process.
6. During the Compensation Period, 2,354.7 hours were expended by Fried Franks
partners, counsels, associates and paraprofessionals in the rendition of Fried Franks professional
services. Fried Franks professional and ancillary services were rendered in a highly efficient
manner, by attorneys with high levels of skill in the areas for which they rendered services. This
experienced group of attorneys made every effort to ensure that the Independent Committee
functioned in as efficient and expeditious a manner as possible. In light of the foregoing and as
set forth in further detail herein, Fried Frank submits that it is reasonable and appropriate for this
Court to approve Fried Franks request for final allowance of $1,662,152.71, consisting of
$1,612,748.50 in fees and $49,404.21 for reimbursement of actual and necessary expenses
during the Compensation Period. These amounts include compensation for Fried Franks Fourth
Interim Fee Period in the amount of $33,860.00 in fees and $834.45 for reimbursement of actual
and necessary expenses.
BACKGROUND
7. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with
the Court under chapter 11 of the Bankruptcy Code commencing these Chapter 11 Cases. The
Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly
administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and
managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.
8. On July 28, 2010, the United States Trustee for the Southern District of New York
(the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors
Committee).
Pg 13 of 151
8

9. On September 10, 2010, Fried Frank was retained by members of the Independent
Committee to advise, assist and represent the Independent Committee and its members in
connection with the Chapter 11 Cases.
10. On November 9, 2010, the Court entered the Independent Committee Order.
11. Pursuant to the Independent Committee Order, the Debtors were authorized to
satisfy, pay and reimburse on behalf of the Independent Committee all reasonable charges for
professional services rendered and disbursements incurred by Fried Frank as counsel
representing and advising the Independent Committee in connection with the Independent
Committee (i) reviewing and evaluating information concerning the Debtors restructuring
alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals
received relating to a chapter 11 plan or other restructuring alternative, (iii) making a
recommendation with respect thereto to the Board and (iv) addressing any conflicts of interest
appropriately.
12. On October 27, 2011, this Court entered a Notice of Entry of Confirmation Order
and Occurrence of Effective Date of (I) Fixed/Floating Plan of Reorganization and (II) Chapter
11 Plan for Certain of the Remaining Debtors.
13. On October 27, 2011, at a Board meeting, all members of the Independent
Committee resigned from the Board, at which time the Independent Committees role in the
Chapter 11 Cases ceased.
JURISDICTION AND VENUE
14. This Court has jurisdiction over the Final Fee Application pursuant to 28 U.S.C.
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this
Court pursuant to 28 U.S.C. 1409.
PREVIOUS REQUESTS AND COMPENSATION RECEIVED
15. On January 14, 2011, Fried Frank filed the First Interim Fee Application of Fried,
Pg 14 of 151
9

Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of
Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through
November 30, 2010 [Dkt. No. 817] (the First Interim Fee Application). The First Interim Fee
Application requested payment of compensation in the amount of $328,465.00 on account of
actual and necessary professional services rendered to the Independent Committee by Fried
Frank and reimbursement of actual and necessary costs and expenses in the amount of $6,640.60.
On January 27, 2011, the U.S. Trustee filed the Objection to the First Interim Fee Application
[Dkt. No. 869] (the First UST Objection). In the First UST Objection, the U.S. Trustee
objected to certain fees charged in connection with the Independent Committee Motion and the
Independent Committee Order. On February 18, 2011, Midland filed Midland Loan Services
Reservation of Rights With Respect to the First Interim Fee Application [Dkt. No. 935] (the
First Midland Interim Reservation of Rights). In the First Midland Interim Reservation of
Rights, Midland stated Midland specifically reserves its rights to assert objections to fees or
expenses (or both) listed on the First Interim Fee Application in an objection to a final fee
application to be submitted under 11 U.S.C. 330 or 331. Also on February 18, 2011,
Lehman filed Lehmans Reservation of Rights of Lehman ALI Inc. with Respect to the First
Interim Fee Application [Dkt. No. 938] (the First Lehman Interim Reservation of Rights). In
the First Lehman Interim Reservation of Rights, Lehman stated Lehman hereby reserves all
rights with respect to the Fried Frank Fee Application. In doing so, Lehman specifically reserves
the right to assert objections to fees and expenses incurred by Fried, Frank, Harris, Shriver &
Jacobson LLP at the final hearing to approve such fees and expenses. On March 31, 2011, this
Court signed an order approving the fees and expenses requested in the First Interim Fee
Application on an interim basis in the amount of $250,772.00 on account of actual and necessary
professional services rendered to the Independent Committee by Fried Frank (which amount
reflects 80% of $313,465.00, the total fees requested by the First Interim Fee Application after a
Pg 15 of 151
10

voluntary $15,000.00 waiver of fees pursuant to an agreement with the U.S. Trustee in
connection with the First UST Objection) and reimbursement of actual and necessary costs and
expenses in the amount of $6,640.60. Fried Frank has received payment of 100% of the fees and
expenses requested in the First Interim Fee Application.
16. On May 13, 2011, Fried Frank filed the Second Interim Fee Application of Fried,
Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of
Expenses as Attorneys for the Independent Committee for the Period from December 1, 2010
through March 31, 2011 [Dkt. No. 1377] (the Second Interim Fee Application). The Second
Interim Fee Application requested payment of compensation in the amount of $1,062,934.50 on
account of actual and necessary professional services rendered to the Independent Committee by
Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of
$35,192.37. On May 20, 2011, the U.S. Trustee filed the Objection of the United States Trustee
to Second Interim Applications for Compensation and Reimbursement of Expenses [Dkt. No.
1446] (the Second UST Objection). In the Second UST Objection, the U.S. Trustee requested
a holdback of the fees for all professionals who filed an interim application for compensation and
reimbursement of expenses for the period of December 1, 2010 through March 31, 2011 on the
basis that a plan of reorganization had not yet been confirmed in the Chapter 11 Cases. On May
27, 2011, Lehman filed Lehmans Reservation of Rights of Lehman ALI Inc. with Respect to the
Second Interim Application [Dkt. No. 1562] (the Second Lehman Interim Reservation of
Rights). In the Second Lehman Interim Reservation of Rights, Lehman stated Lehman hereby
reserves all rights with respect to the Fried Frank Fee Application. In doing so, Lehman
specifically reserves the right to assert objections to fees and expenses incurred by Fried, Frank,
Harris, Shriver & Jacobson LLP at the final hearing to approve such fees and expenses. On
June 10, 2011, this Court signed an order approving the fees and expenses requested in the
Second Interim Application on an interim basis in the amount of $850,347.60 on account of
Pg 16 of 151
11

actual and necessary professional services rendered to the Independent Committee by Fried
Frank (which amount reflects 80% of $1,062,934.50) and reimbursement of actual and necessary
costs and expenses in the amount of $35,192.37. Fried Frank has received payment of 100% of
the fees and expenses requested in the Second Interim Application.
17. On September 14, 2011, Fried Frank filed the Third Interim Fee Application of
Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and
Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from
April 1, 2011 through July 31, 2011 [Dkt. No. 2087] (the Third Interim Fee Application). The
Third Interim Fee Application requested payment of compensation in the amount of $202,489.00
on account of actual and necessary professional services rendered to the Independent Committee
by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of
$6,736.79. On September 20, 2011, the U.S. Trustee filed the Objection of the United States
Trustee to Second [sic] Interim Applications for Compensation and Reimbursement of Expenses
[Dkt. No. 2112] (the Third UST Objection). In the Third UST Objection, the U.S. Trustee
requested a holdback of the fees for all professionals who filed an interim application for
compensation and reimbursement of expenses for the period April 1, 2011 through July 31, 2011
on the basis that a plan had not yet been confirmed in the Chapter 11 Cases with respect to 64 of
the Debtors hotels. On September 28, 2011, Midland filed Midland Loan Services Limited
Objection to the Third Interim Fee Applications Filed by (I) Moelis & Company, (II) Fried,
Frank, Harris, Shriver & Jacobson LLP, (III) Morrison & Foerster LLP, (IV) Jefferies &
Company, Inc., and (V) Kirkland & Ellis LLP for the Period from April 1, 2011 through July 31,
2011 [Dkt. No. 2125] (the Midland Limited Objection). In the Midland Limited Objection,
Midland stated the Court should continue the holdback of 20% for the Case Professionals fees
until such a time as the Cases are closer to resolution . . . Midland reserves its right to submit
additional objections to the compensation requested by the Case Professionals when they submit
Pg 17 of 151
12

final fee applications. Also on September 28, 2011, Lehman filed Lehmans Reservation of
Rights of Lehman ALI Inc. with Respect to the Third Interim Fee Application [Dkt. No. 2130]
(the Third Lehman Interim Reservation of Rights). In the Third Lehman Interim Reservation
of Rights, Lehman stated Lehman hereby reserves all rights with respect to the Fried Frank Fee
Application. In doing so, Lehman specifically reserves the right to assert objections to fees and
expenses incurred by Fried Frank in connection with these chapter 11 cases at the final hearing to
approve such fees and expenses. On October 7, 2011, this Court signed an order approving the
fees and expenses requested in the Third Interim Fee Application on an interim basis in the
amount of $161,991.20 on account of actual and necessary professional services rendered to the
Independent Committee by Fried Frank (which amount represents 80% of $202,489.00) and
reimbursement of actual and necessary costs and expenses in the amount of $6,736.79. Fried
Frank has received payment of 100% of the fees and expenses requested in the Third Interim Fee
Application.
18. Pursuant to the Independent Committee Order and the Interim Compensation
Order, for the Fourth Interim Fee Period, Fried Frank filed the Tenth Monthly Application on
September 30, 2011 and the Eleventh Monthly Application on October 31, 2011. The Tenth
Monthly Application requested payment of compensation in the amount of $7,907.60 (80% of
$9,884.50) on account of actual and necessary professional services rendered to the Independent
Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the
amount of $5,048.90. The Eleventh Monthly Application requested payment of compensation in
the amount of $12,590.00 (80% of $15,737.50 of fees) on account of actual and necessary
professional services rendered to the Independent Committee by Fried Frank and reimbursement
of actual and necessary costs and expenses in the amount of $92.54. As stated above, Fried
Frank has received payment of $8,421.41 for the Tenth Monthly Application, which represents
80% of fees and 100% of expenses and has not received payment of fees or expenses for the
Pg 18 of 151
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Eleventh Monthly Application. Fried Frank has not filed with the Court a monthly fee
application for the period from October 1, 2011 through October 31, 2011. As such, by this
Final Fee Application, Fried Frank requests the approval of payment of compensation in the
amount of $8,238.00, on account of actual and necessary professional services rendered to the
Independent Committee by Fried Frank and reimbursement of actual and necessary costs and
expenses in the amount of $227.10. Fried Frank has not received payment for these fees and
expenses.
COMPLIANCE WITH APPLICABLE ORDERS AND GUIDELINES
19. This Final Fee Application has been prepared in compliance with the Interim
Compensation Order, the Independent Committee Order, the Bankruptcy Rules, the Local Rules,
the Amended Guidelines and the UST Guidelines. Pursuant to the Amended Guidelines, a
certification regarding compliance is attached hereto as Exhibit B.
SUMMARY OF APPLICATION
20. During its retention by the Independent Committee, Fried Frank has acted as
counsel to the Independent Committee and has advised the Independent Committee with respect
to numerous issues in the Chapter 11 Cases. As more fully described below, the professional
services rendered through the Compensation Period by Fried Frank have included, among others:
A. reviewing, drafting and communicating with the Independent Committee
and the Debtors with respect to the Board Resolutions, Plan Process
Protocol, Stalking Horse Motion, Plans, Disclosure Statement, Motion to
Approve Disclosure Statement, Process Update Letter, Ruisi Declaration,
Kleisner Declaration and Proposed Confirmation Order;

B. reviewing and communicating with the Independent Committee and the
Debtors with respect to the Original Commitment Letter, the Second
Amended Commitment Letter and the Amended New HoldCo/Midland
Commitment;

C. preparing for and attending Independent Committee meetings;

D. preparing for and attending Board meetings;

Pg 19 of 151
14

E. preparing for and communicating with the Independent Committee and the
Debtors with respect to multiple discovery requests and depositions
related to the Stalking Horse Motion;

F. preparing for and attending hearings and status conferences in the Chapter
11 Cases;

G. communicating with creditors and interest holders of the Debtors;

H. reviewing and evaluating information related to the Auction and
communicating with the Independent Committee regarding the Auction;

I. attending the Auction and communicating with the Independent
Committee regarding the Auction process, participants and results;

J. preparing for and attending the hearing in connection with the Disclosure
Statement on May 13, 2011;

K. preparing for and attending the hearing in connection with confirmation of
the Plans on June 23, 2011;

L. reviewing, drafting and communicating with the Independent Committee
and the Debtors with respect to the Adversary Proceeding;

M. preparing for and attending hearings in connection with the Adversary
Proceeding; and

N. preparing for and attending the hearing in connection with the Second
Amended Commitment Letter on October 21, 2011.
21. During the Compensation Period, partners, counsel, associates and
paraprofessionals of Fried Frank devoted many hours to the Chapter 11 Cases and diligently
addressed the issues and concerns of the Independent Committee in an effort to assist with the
reorganization of the Debtors business and maximize the value of the Debtors estates.
22. By this Final Fee Application, Fried Frank requests payment in the amount of (i)
$33,860.00, which amount represents 100% of the actual and necessary professional services
rendered during the Fourth Interim Fee Period and (ii) $834.45 which amount represents
reimbursement of 100% of the actual and necessary costs and expenses in the Fourth Interim Fee
Period. In addition, by this Final Fee Application, Fried Frank requests final approval and
allowance of fees for professional services rendered on behalf of the Independent Committee
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15

during the Chapter 11 Cases in the aggregate amount of $1,612,748.50, most of which has been
previously approved by this Court on an interim basis.
23. During the Compensation Period, the partners, counsel, associates and
paraprofessionals of Fried Frank devoted 2,354.7 hours to the rendition of professional services
on behalf of the Independent Committee. A schedule setting forth the number of hours expended
by each of the partners, counsel, associates and paraprofessionals of Fried Frank is attached
hereto as Exhibit C.
24. In addition, Fried Frank is requesting reimbursement of disbursements in the
amount of $49,404.21 for expenses incurred and posted during the Compensation Period. With
respect to the disbursements incurred and posted, Fried Frank has eliminated disbursements that
are non-compensable. A schedule setting forth the categories of expenses for which Fried Frank
is seeking reimbursement and the total amount for each expense category is attached hereto as
Exhibit D.
25. Pursuant to section b.4. of the UST Guidelines, a schedule setting forth a
description of the project categories utilized by Fried Frank in the Chapter 11 Cases, the number
of hours expended by the partners, counsel, associates, and paraprofessionals of Fried Frank by
project category, and the aggregate fees associated with each project category is attached hereto
as Exhibit E.
26. There does not exist any agreement or understanding between Fried Frank and
any other entity for the sharing of compensation to be received for services rendered in or in
connection with the Chapter 11 Cases.
REASONABLE AND NECESSARY SERVICES RENDERED BY FRIED FRANK
27. Set forth below is a description of the services rendered during the Compensation
Period. The attorneys and paraprofessionals of Fried Frank maintained daily detailed records of
their time concurrently with the rendition of professional services. To the fullest extent possible,
Pg 21 of 151
16

the details of each and every conference, telephone conversation, letter, memorandum, factual
investigation, drafting activity and research project that occupied the time of a Fried Frank
professional were set forth in such time records. Attached hereto as Exhibit F are compilations
of the contemporaneous daily time entries recorded by Fried Franks attorneys and
paraprofessionals during the Compensation Period. Those entries describe in full and complete
detail the services rendered by each attorney and paraprofessional, as corrected to reflect errors
that were found in Fried Franks review. Accordingly, the following is intended to serve as a
summary description of the principal professional services Fried Frank rendered and to highlight
the benefits that were thereby conferred upon the Independent Committee.
Communications with Independent Committee
28. During the Compensation Period, Fried Frank rendered a total of 189.8 hours and
$160,524.00 in services falling in the category of Communications with Independent
Committee. This category includes time spent by Fried Frank attending to questions and issues
raised by members of the Independent Committee regarding, among other things, (i) the
responsibilities of the Independent Committee; (ii) depositions and the production of electronic
communications and other documents during the Compensation Period; (iii) bids received by the
Debtors before and after approval of the Stalking Horse Motion; (iv) maximizing recoveries for
all of the Debtors stakeholders; (v) the compensation of the Debtors Chief Restructuring
Officer; (vi) the Process Update Letter, Kleisner Declaration, Plans, Disclosure Statement,
Motion to Approve Disclosure Statement and Proposed Confirmation Order; (vii) the Auction;
(viii) the Original Commitment Letter, the Second Amended Commitment Letter and the
Amended New HoldCo/Midland Commitment; and (ix) the Adversary Proceeding. In addition,
this category includes time Fried Frank spent preparing for and attending telephonic and in-
person meetings with the Independent Committee and related communications with the
Independent Committee. Additionally, Fried Frank spent time attending to questions and issues
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raised by members of the Independent Committee regarding the Chapter 11 Cases and
bankruptcy law and process in general.
Board Meetings
$248,740.50 in services falling within the category of Board Meetings. This category includes
time Fried Frank spent preparing for and attending meetings of the Independent Committee and
the Board during the Compensation Period. This category also includes time Fried Frank spent
reviewing materials circulated by the Debtors legal counsel, Kirkland & Ellis LLP (Kirkland)
and the Debtors financial advisors, Moelis & Company (Moelis), in preparation for the
meetings of the Independent Committee and the Board. Additionally, this category includes time
Fried Frank spent (i) reviewing materials prepared for the Board related to the compensation of
the Debtors Chief Restructuring Officer and (ii) reviewing materials prepared for the Board
related to the Adversary Proceeding.
Hearings and Court Issues
$98,550.50 in services falling within the category of Hearings and Court Issues. This category
includes time Fried Frank spent preparing for and attending hearings and status conferences held
before this Court that occurred during the Compensation Period, including (i) the hearing on the
Stalking Horse Motion held on Friday, March 11, 2011; (ii) the hearing on the Disclosure
Statement held on May 13, 2011; (iii) the hearing on confirmation held on June 23, 2011; (iv) the
hearing related to the Adversary Proceeding; and (v) the hearing related to the Second Amended
Commitment Letter and the Amended New HoldCo/Midland Commitment on October 21, 2011.
This category also includes time spent on conference calls with this Court. Additionally, this
category includes time spent by Fried Frank attorneys reviewing pertinent pleadings filed in the
Chapter 11 Cases.
Pg 23 of 151
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Plan Process
$432,979.00 in services falling within the category of Plan Process. This category includes
time Fried Frank spent, among other things, (i) reviewing and negotiating plan process
documents, including the Plan Process Protocol and the Process Update Letter; (ii) drafting,
negotiating and reviewing the Board Resolutions that established the Independent Committee
and related research including a review of the Debtors corporate governance documents; (iii)
reviewing and evaluating the Debtors restructuring alternatives including all stalking horse
proposals and materials prepared by Kirkland and Moelis related thereto and assisting the
Independent Committee in reviewing same; (iv) reviewing and drafting the Stalking Horse
Motion; (v) attending the Auction, which commenced on May 2, 2011; (vi) reviewing and
evaluating bids received by the Debtors at the Auction and assisting the Independent Committee
in reviewing same; and (vii) reviewing, drafting and negotiating pleadings including the Kleisner
Declaration, the Plans, the Disclosure Statement and the Motion to Approve the Disclosure
Statement and reviewing and evaluating objections thereto. This category also includes time
spent by Fried Frank (i) reviewing materials related to the Original Commitment Letter, the
Second Amended Commitment Letter, the Amended New HoldCo/Midland Commitment and
the Adversary Proceeding.
Communications with Creditors and Interest Holders
$41,894.50 in services falling within the category of Communications with Creditors and
Interest Holders. This category includes time Fried Frank spent reviewing communications
with counsel to (i) the Ad Hoc Committee of Preferred Shareholders; (ii) Five Mile Capital II
Pooling REIT LLC; (iii) Lehman; (iv) Midland; and (v) LNR Partners, LLC.
Retention and Fee Application Issues
Pg 24 of 151
19

$144,021.00 in services falling within the category of Retention and Fee Application Issues.
This category includes time Fried Frank spent (i) reviewing and drafting the Independent
Committee Motion; (ii) researching compensation for members of the Independent Committee;
(iii) reviewing objections filed to the Independent Committee Motion and communicating with
the Independent Committee and Kirkland regarding such objections; (iv) communicating with
Kirkland regarding the Debtors Omnibus Reply in Support of the Independent Committee
Motion and Responses Objections Thereto, which was filed on November 9, 2010 [Dkt. No.
689]; (v) reviewing and drafting the First Interim Fee Application; (vi) reviewing the
reservations of rights to the First Interim Fee Application, third and fourth monthly applications,
and communicating with the Independent Committee and Kirkland regarding such reservations
of rights; (vii) communicating with the U.S. Trustee regarding the First Interim Fee Application;
(viii) communicating with Kirkland regarding the proposed form of order related to the First
Interim Fee Application, which was entered on March 31, 2011 [Dkt. No. 1074]; (ix) drafting
and reviewing the Second Interim Fee Application; (x) reviewing the Second UST Objection and
the Second Lehman Interim Reservation of Rights, and communicating with the Independent
Committee and Kirkland regarding the same; (xi) communicating with Kirkland regarding the
proposed form of order related to the Second Interim Application, which was entered by this
Court on June 10, 2011 [Dkt. No. 1667]; (xii) drafting and reviewing the Third Interim Fee
Application; (xiii) reviewing the Third UST Objection, the Third Lehman Interim Reservation of
Rights and the Midland Limited Objection; and (xiv) communicating with Kirkland regarding
the proposed form of order related to the Third Interim Fee Application, which was entered by
this Court on October 7, 2011 [Dkt. No. 2154].
Litigation Related to Plan Process
Pg 25 of 151
20

$501,039.00 in services falling within the category Litigation Related to Plan Process. This
category includes time Fried Frank spent (i) reviewing and producing electronic communications
and other documents in connection with multiple document requests; (ii) preparing for and
attending multiple depositions, including the deposition of Lawrence J. Ruisi, Chair of the
Independent Committee, which occurred on February 15, 2011 at Kirklands offices; (iii)
reviewing deposition transcripts; (iv) reviewing the Ruisi Declaration and communicating with
Kirkland about same; (v) meeting with and preparing Lawrence J. Ruisi for potential cross-
examination at the hearing to approve the Stalking Horse Motion held by this Court on Friday,
March 21, 2011; and (vi) reviewing pleadings related to the Adversary Proceeding.
FRIED FRANKS FEES AND EXPENSES ARE FAIR AND REASONABLE
35. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
Fried Frank believes that the total fees and expenses for the Compensation Period are fair and
reasonable in view of the time spent, the complexity and intricacy of the proceedings, and the
problems and issues encountered. Fried Frank and the Independent Committee have continued
to work diligently through the Compensation Period to remain fully versed with respect to the
key issues in the Chapter 11 Cases. Notably, Fried Frank has avoided duplication of efforts and
has spent its time economically and efficiently in these Chapter 11 Cases. Therefore, in
accordance with the factors enumerated in section 330(a)(3) of the Bankruptcy Code, Fried
Frank believes that the compensation sought herein should be approved.
APPLICABLE AUTHORITY
36. In awarding compensation pursuant to section 328 of the Bankruptcy

Code, this Court must take into account the reasonableness of the terms and conditions of

employment. Section 328(a) of the Bankruptcy Code provides:

(a) The trustee, or a committee appointed under section 1102 of this title, with
the courts approval, may employ or authorize the employment of a professional
person under section 327 or 1103 of this title, as the case may be, on any
Pg 26 of 151
21

reasonable terms and conditions of employment, including on a retainer, on an
hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.
Notwithstanding such terms and conditions, the court may allow compensation
different from the compensation provided under such terms and conditions after
the conclusion of such employment, if such terms and conditions prove to have
been improvident in light of developments not capable of being anticipated at the
time of the fixing of such terms and conditions.

11 U.S.C. 328(a).

37. In awarding compensation to professionals pursuant to section 330 of the
Bankruptcy Code, this court must take into account the cost of comparable non-bankruptcy
services, among other factors. Section 330(a) of the Bankruptcy Code provides in pertinent part:
(a) (1) . . . [T]he court may award to a trustee, . . . an examiner, . . . or a
professional person employed under section 327 or 1103

(A) reasonable compensation for actual, necessary services rendered by
the trustee, examiner, ombudsman, professional person, or attorney and by any
paraprofessional person employed by any such person; and

(B) reimbursement for actual, necessary expenses.

. . . .

(3) In determining the amount of reasonable compensation to be awarded to an
examiner, trustee under chapter 11, or professional person, the court shall
consider the nature, the extent, and the value of such services, taking into account
all relevant factors, including

(A) the time spent on such services;

(B) the rates charged for such services;

(C) 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;

(D) 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;

(E) with respect to a professional person, whether the person is board
certified or otherwise has demonstrated skill and experience in the bankruptcy
field; and

(F) whether the compensation is reasonable based on the customary
Pg 27 of 151
22

compensation charged by comparably skilled practitioners in cases other than
cases under this title.

11 U.S.C. 330(a).

38. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
Fried Frank respectfully submits that the fees and expenses incurred in the course of rendering
professional services are actual, necessary and reasonable, based upon the nature, extent and
value of such services, the time spent thereon, and the costs of comparable services in non-
bankruptcy cases, so as to best serve the needs of the Independent Committee and the Debtors
estates. Fried Frank submits further that the legal services performed herein among partners,
counsel, associates and paraprofessionals have been executed in accordance with the principles
outlined above, and moreover, in a manner consistent with the overall goal of Fried Frank to
provide the highest quality of legal representation at a reasonable cost. Fried Frank has
demonstrated by this Final Fee Application that the work it has done on behalf of the
Independent Committee was necessary, reasonable and benefited the Debtors estates.
39. This Final Fee Application clearly reflects (i) the number of hours of recorded
time Fried Frank has devoted to the performance of legal services; (ii) the number of hours
worked by each of Fried Franks professionals and paraprofessionals and the hourly rate
customarily charged by such persons; (iii) a detailed description of the services provided by
Fried Franks professionals and paraprofessionals during each of those hours; and (iv) the quality
and nature of the services provided by each of Fried Franks professionals and paraprofessionals.
Fried Frank submits that its fees and expenses were actual, necessary, reasonable, justified and
therefore, should be allowed in full.
COMPENSATION REQUESTED
40. During the Compensation Period, 2,354.7 recorded hours were expended by Fried
Franks partners, counsel, associates and paraprofessionals in the rendition of Fried Franks
Pg 28 of 151
23

professional services.
41. Fried Frank believes that its services were rendered in a highly efficient manner,
by attorneys with high levels of skill in the areas for which they rendered services. The core
group of attorneys who worked on this matter has expended considerable time in connection with
the Independent Committees general legal needs and in furtherance of the Independent
Committees goal of advancing the Debtors interests. This experienced group of attorneys made
every effort to ensure that the Chapter 11 Cases progressed in as efficient and expeditious a
manner as possible and the Chapter 11 Cases have resulted in a successful sale of the Debtors.
42. For all the foregoing reasons, Fried Frank respectfully requests approval and
allowance of its compensation in the amount of $1,612,748.50, with an authorization for, and
direction to, the Debtors to disburse such amounts to Fried Frank (to the extent not previously
disbursed). This Final Fee Application is Fried Franks final fee application for allowance of
fees and disbursements incurred by Fried Frank as counsel to the Independent Committee. An
allowance of compensation in the amount sought in this Final Fee Application would result in a
blended aggregate average billing rate of approximately $699.47 per hour (excluding
paraprofessionals) and a blended rate of approximately $691.28 per hour (based on recorded
hours).
EXPENSES
43. As noted above, Fried Frank incurred and posted disbursements in the amount of
$49,404.21 for actual and necessary expenses incurred and recorded during the Compensation
Period. These disbursements are itemized in Exhibit D.
44. Fried Franks billing rates do not include components for duplicating, word
processing and other extraordinary charges that may be incurred by particular clients because of
the exigencies of time and volume of demand. Fried Franks billing method, whereby only the
clients who use copying, word processing and other office services are charged for such services,
Pg 29 of 151
24

maximizes fairness to all clients. Fried Frank commenced a review to determine its actual costs
per page for duplicating. Such review determined that, at the present time, Fried Franks actual
duplicating costs are $0.12 per page.
45. Fried Franks billing rates do not include a component for word processing as part
of overhead. Some time ago, Fried Frank analyzed its method of charging clients for word
processing services and, specifically whether it was appropriate to charge clients for word
processing as part of overhead or based on the extent to which word processing was used. After
such analysis, Fried Frank elected to keep its charges for word processing as a disbursement.
Fried Frank concluded that it was fairer to its clients not to increase its billing rates to account for
word processing services that might or might not be used by the client. In this way, only clients
who used such services would be charged for services.
46. Fried Franks attorneys and other employees who worked late into the evenings
were reimbursed for their reasonable meal costs and their transportation costs home. Such
transportation costs are necessary expenses because it is a Fried Frank policy to ensure safe
transportation for its attorneys and staff after the hours when public transportation cannot be
deemed safe. Fried Franks regular practice is to charge its clients for these and other out-of-
pocket disbursements incurred during the regular course of the rendition of services.
47. Fried Frank made every effort to minimize its disbursements in providing its legal
services to the Independent Committee. The expenses incurred in the rendition of professional
services were necessary, reasonable and justified under the circumstances to serve the needs of
the Independent Committee and were billed at rates and in accordance with practices customarily
employed by Fried Frank and generally accepted by Fried Franks clients.
NOTICE
48. Fried Frank has provided notice of this Final Fee Application to: (i) the Debtors
and counsel to the Debtors; (ii) the Office of the United States Trustee for the Southern District
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25

of New York; (iii) counsel to the Creditors Committee; (iv) counsel to Midland; and (v) counsel
to Certain Prepetition Lenders (each as defined in the Interim Compensation Order). In light of
the nature of the relief requested, Fried Frank respectfully submits that no further notice is
necessary.

CONCLUSION
49. For the reasons set forth above, Fried Frank respectfully submits that the
professional services rendered and disbursements incurred and posted on behalf of the
Independent Committee in the Chapter 11 Cases were of substantial benefit to the Independent
Committee, the Debtors, equity holders, and creditors. Fried Frank submits further that it
provided such services in an economical and efficient manner. Accordingly, Fried Frank
respectfully requests that the relief requested in this Final Fee Application be granted in full.
Pg 31 of 151

WHEREFORE, Fried Frank hereby requests approval, on a final basis, of this
combined fourth interim and final fee application for (i) payment of $33,860.00, representing
100% of reasonable and necessary professional services rendered by Fried Frank on behalf of the
Independent Committee and reimbursement in the amount of $834.45 for the actual and
necessary expenses incurred and posted for the Fourth Interim Fee Period, and (ii) approval, on a
final basis, of compensation in the amount of $1,612,748.50 for the reasonable and necessary
legal services rendered by Fried Frank on behalf of the Independent Committee and
reimbursement in the amount of $49,404.21 for the actual and necessary expenses incurred and
posted for the Compensation Period, which period includes the Fourth Interim Fee Period. Fried
Frank further requests that the total amount of $1,662,152.71 be treated as an administrative
expense of the Debtors estates.
Dated: New York, New York
November 22, 2011

& JACOBSON LLP

By: /s/ Bonnie Steingart____
Bonnie Steingart

One New York Plaza
Telephone: 212.859.8000
Facsimile: 212.859.4000


Pg 32 of 151

Exhibit A

Pg 33 of 151
)
In re: ) Chapter 11
)
1
) Case No. 10-13800 (SCC)
)
)
ORDER (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
1

Upon the motion (the Motion)
2
of the Debtors, as debtors and debtors in possession
(collectively, the Debtors), for the entry of an order (this Order) under section 363 of the
Bankruptcy Code, (a) approving the Debtors undertaking to compensate Fried Frank as counsel
to the Independent Committee and authorizing the payment of such compensation by the
Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee,
and (c) authorizing such other relief as is just and proper; and upon the Steingart Declaration; it
appearing that the relief requested is in the best interests of the Debtors estates, their creditors,
and other parties in interest; the Court having jurisdiction to consider the Motion and the relief
requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the
relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being

1
. The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax
identification number can be found by visiting the Debtors restructuring website at
www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o
Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The
location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers
USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.
2
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.
Pg 34 of 151
proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having
been adequate and appropriate under the circumstances; and after due deliberation and sufficient
cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Motion is granted to the extent provided herein.
2. Subject to the terms of this Order, the Debtors undertakings to (a) satisfy, pay,
and reimburse on behalf of the Independent Committee all reasonable charges for professional
services rendered and disbursements incurred by Fried Frank as counsel representing and
advising the Independent Committee in the Independent Committee (i) reviewing and evaluating
information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary
analysis of all indications of interest or proposals received relating to a chapter 11 plan or other
restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and
(iv) addressing any conflicts of interest appropriately (collectively, the Independent
Committees Role) and (b) compensate the Independent Committee and continue to reimburse
the expenses of the Independent Committee as described in the Motion and set forth herein are
approved.
3. Subject to the terms of this Order, the Debtors are authorized to (a) satisfy, pay,
and reimburse on behalf of the Independent Committee all reasonable charges for professional
services rendered and disbursements incurred by Fried Frank as counsel representing and
advising the Independent Committee in the Independent Committees Role and (b) compensate
the Independent Committee and continue to reimburse the expenses of the Independent
Committee.
4. Notwithstanding that the relief requested in the Motion is pursuant to section 363
of the Bankruptcy Code, Fried Frank (a) shall comply with the requirements of Bankruptcy Rule
Pg 35 of 151
2014(a) with respect to filing supplemental verified statements applicable to professionals
retained in accordance with section 327 of the Bankruptcy Code and (b) shall apply for
compensation for services rendered and reimbursement of expenses incurred on behalf of the
Independent Committee as counsel representing and advising the Independent Committee in the
Independent Committees Role in compliance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the U.S.
Trustee, and any other applicable procedures and orders of the Court made applicable to
professionals retained in accordance with section 327 of the Bankruptcy Code, including the
Order Authorizing the Establishment of Procedures for Interim Compensation and
Reimbursement of Expenses for Professionals and Official Committee Members [Docket No.
189] and such amounts shall be administrative expenses under section 503 of the Bankruptcy
Code to the same extent as professionals retained in accordance with section 327 of the
Bankruptcy Code.
5. Nothing in this Order shall affect in any way 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 U.S.C. 361, 362, and 363 [Docket
No. 402] (the Final Cash Collateral Order).
6. For purposes of the Final Cash Collateral Order, payments by the Debtors to Fried
Frank are corporate overhead charges and expenses of the Debtors but shall be treated with the
same priority of payment as the payment of Professional Fees and Representatives Expense
Reimbursement (as such terms are defined in the Final Cash Collateral Order) as set forth in the
Final Cash Collateral Order.
7. The terms and conditions of this Order shall be immediately effective and
Pg 36 of 151
enforceable upon its entry.
8. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
9. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
10. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.

New York, New York
Dated: November 9, 2010
/s/Shelley C. Chapman
United States Bankruptcy Judge

Pg 37 of 151

Exhibit B

Pg 38 of 151

& JACOBSON LLP
One New York Plaza
Telephone: (212) 859-8000
Facsimile: (212) 859-4000

)
In re: ) Chapter 11
)
1
) Case No. 10-13800 (SCC)
)
)
)

CERTIFICATION OF RESPONSIBLE PROFESSIONAL WITH RESPECT TO THE
FOURTH INTERIM AND FINAL FEE APPLICATION OF FRIED, FRANK, HARRIS,
SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND
REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT
COMMITTEE FOR THE PERIOD FROM JULY 19, 2010 THROUGH OCTOBER 31,
2011

Pursuant to the Amended Guidelines for Fees and Disbursements for Professionals in
Southern District of New York Bankruptcy Cases, adopted by the United States Bankruptcy
Court for the Southern District of New York on November 25, 2009 (the Amended
Guidelines) and the United States Trustee Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the UST

1 The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found
Pg 39 of 151
2

Guidelines), the undersigned, a member of the firm of Fried, Frank, Harris, Shriver & Jacobson
LLP (Fried Frank), counsel for the committee of independent trustees (the Independent
Committee) of the Board of Trustees of Innkeepers USA Trust in the above-captioned cases
(the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code, as the
professional designated by Fried Frank with responsibility for compliance with the Amended
Guidelines, hereby states, with respect to Fried Franks fourth interim and final fee application
(the Final Fee Application) for (i) payment of compensation in the amount of $1,612,748.50
for the reasonable and necessary legal services rendered by Fried Frank on behalf of the
Independent Committee during the period from July 19, 2010 through October 31, 2011 (the
Compensation Period), and (ii) reimbursement in the amount of $49,404.21 for the actual and
necessary expenses incurred and posted during the Compensation Period, as follows:
1. In accordance with section A.1. of the Amended Guidelines, I certify that
A. I have read the Final Fee Application;
B. to the best of my knowledge, information and belief (formed after
reasonable inquiry), the fees and disbursements sought by Fried Frank fall
within the Amended Guidelines and the UST Guidelines and, except as
may be specifically noted in this certification the fees and disbursements
sought by Fried Frank are billed at rates and in accordance with practices
customarily employed by Fried Frank and generally accepted by Fried
Franks clients; and
C. in providing a reimbursable service, Fried Frank does not make a profit on
that service, whether the service is performed by Fried Frank in-house or
through a third party.
2. In accordance with Section A.2 of the Amended Guidelines, I certify that Fried
Frank has provided monthly statements of Fried Franks fees and disbursements by serving
monthly statements in compliance with this Courts Order Authorizing the Establishment of
Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and
Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation
Pg 40 of 151
3

Order) and the order of the Court dated November 9, 2010 [Dkt. No. 701] approving 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 [Dkt. No. 587].
3. In accordance with Section A.3 of the Amended Guidelines, I certify that notice
of the Final Fee Application has been provided to: (i) the Debtors; (ii) the Office of the United
States Trustee for the Southern District of New York; (iii) counsel to the Official Committee of
Unsecured Creditors; (iv) counsel to Midland Loan Services, Inc.; and (v) counsel to Certain
Prepetition Lenders (each as defined in the Interim Compensation Order) so that each will have
at least 14 days to review the Final Fee Application prior to the objection deadline with respect
thereto.
4. Pursuant to the Amended Guidelines, Fried Frank does not charge for daytime
meals unless the individual is participating, during the meal, in a necessary meeting regarding the
Chapter 11 Cases. Fried Frank expense reporting forms and computer categories do not put into
separate categories meals that were chargeable because the Fried Frank professional was
working overtime, on the one hand, or because the meal was consumed at a working meeting, on
the other. While technically it would be possible to manually review every expense reporting
form for every professional who had worked on the case during the Compensation Period to
ascertain the place, type of meal, and participants at each meal for which reimbursement is
sought, this would be an extremely burdensome and expensive undertaking. Thus, Fried Frank
Pg 41 of 151
4

cannot practicably segregate the expense incurred with respect to overtime meals and meals
consumed at a working meeting.
5. Consistent with the Amended Guidelines, Fried Frank has made every effort to
minimize its use of local transportation and relies on mass transit whenever possible. Fried
Frank expense reporting forms and computer categories do not separately categorize expenses
for radio car or taxi rides that were chargeable because the Fried Frank professional was working
overtime, on the one hand, or because the professional was going to or coming from a meeting,
on the other. While it would be technically possible (although very expensive) to manually
review all of the radio car vouchers to ascertain the time, origin, and destination of the trip, even
this would be especially impracticable with respect to trips in taxicabs for which the fare was
paid in cash. Thus, Fried Frank cannot practicably segregate the expense incurred with respect
to transportation after working overtime and with respect to local transportation. For this reason,
all chargeable transportation expenses have been placed in the same category.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Pg 42 of 151
5

Dated: New York, New York
November 22, 2011

& JACOBSON LLP

By: /s/ Bonnie Steingart____
Bonnie Steingart

One New York Plaza
Telephone: 212.859.8000
Facsimile: 212.859.4000


Pg 43 of 151

Exhibit C

Pg 44 of 151

COMPENSATION BY PROFESSIONAL

Individual

experience, year of
to practice

Hourly Billing
Rate during
Compensation
Period
1

Total Hours
Billed during
Compensation
Period

Total
Compensation
Requested
during
Compensation
Period
Jean Hanson Joined firm in 1976 and
1977.
$925.00 23.8 $22,015.00
Gary Kaplan Joined firm in 1998 and
1999.
$925.00 12.2 $11,834.00
Brad Eric Scheler Joined firm in 1981 and
1978.
$1,100.00 273.9 $301,290.00
Bonnie Steingart Joined firm in 1980 and
1980.
$925.00-
$970.00
571.4 $546,851.00
Alan Resnick Joined firm as Of Counsel
Bar since 1973.
$1,000.00 19.6 $19,600.00
Jon Finelli Joined firm as an Associate
Bar since 2007.
$550.00 110.1 $60,555.00
Gabriel Libhart Joined firm as an Associate
Bar since 2010.
$440.00-
$520.00
453.4 $207,996.00
Cedrick Mendoza-
Tolentino

Joined firm as an Associate
Bar since 2011.
$395.00-
$460.00
184.9 $73,965.00
Matthew Roose Joined firm as an Associate
Bar since 2007.
$550.00-
$610.00
595.4 $339,689.00
Jocelyn Ryan Joined firm as an Associate
Bar since 2010.
$520.00 5.1 $2,652.00
Peter Siroka Joined firm as an Associate
Bar since 2007.
$550.00-
$580.00
17.4 $9,672.00
Carl Stapen Joined firm as an Associate
Bar since 2009.
$495.00 12.9 $6,385.50

1 The hourly rates of certain Fried Frank attorneys and paraprofessionals increased during the Compensation Period.
Pg 45 of 151
2

Individual

experience, year of
to practice

Hourly Billing
Rate during
Compensation
Period
1

Total Hours
Billed during
Compensation
Period

Total
Compensation
Requested
during
Compensation
Period
Steven Starr Joined firm as an Associate
Bar since 2010.
$395.00 22.1 $8,729.50
Other Professionals
2

$395.00-
$970.00

9.0 $5,379.00
Natalie C. Spano E-Discovery and Practice
Technology Support
Manager since 2002.
$265.00 8.5 $2,252.50
Joseph Chan E-Discovery and Practice
Technology Support
Analyst since 2009.
$265.00 13.0 $3,445.00
Leo Roymisher E-Discovery and Practice
Technology Support
Analyst since 2010.
$265.00 15.9 $4,213.50
Meryl Yang Legal Assistant since 2010.
$190.00-
$200.00
5.6 $1097.00
Other Paraprofessionals
3

$255.00 0.5 $127.50
TOTALS 2,354.7 $1,627,748.50
4

Blended Rate (including paraprofessionals): $691.28

Blended Rate (excluding paraprofessionals): $699.47

2 Other Professionals includes all professionals that billed less than 5.0 hours during the Compensation Period.
3 Other Paraprofessionals includes all paraprofessionals that billed less than 5.0 hours during the Compensation Period.
4 Fried Frank's net fees totaled $1,612,748.50 as a result of voluntary reductions made in connection with Fried Frank's First Interim Fee
Application in the amount of $15,000.00.
Pg 46 of 151

Exhibit D

Pg 47 of 151

STATEMENT OF EXPENSES INCURRED AND POSTED BY
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP,
ATTORNEYS FOR THE INDEPENDENT COMMITTEE,
FOR THE PERIOD FROM JULY 19, 2011 THROUGH OCTOBER 31, 2011

Nature of Disbursements
Amount
Court Reporting
$18,339.50
Data Research
$7,403.15
Duplicating
$8,667.24
Litigation Consulting
$2,656.53
Meals
$1,842.26
Messenger Service and Postage
$1,656.08
Secretarial
$691.67
Telephone/Teleconferencing
$3,251.46
Travel, Airfare, and Other Transportation
$4,896.32
Total
$49,404.21
Pg 48 of 151
2

Exhibit E

Pg 49 of 151
3

COMMUNICATIONS WITH INDEPENDENT COMMITTEE

Partners HOURS TOTAL FEES
Kaplan, G. 2.2 $2,134.00
Rothenberg, L. 0.5 $485.00
Scheler, B. 59.0 $64,900.00
Steingart, B. 62.3 $59,882.00
Total Partners

124.0 $127,401.00

Associates HOURS TOTAL FEES
Libhart, G. 10.0 $4,570.00
Matko, S. 4.2 $1,659.00
Mendoza-Tolentino, C. 16.2 $6,607.00
Meyers, M. 2.6 $1586.00
Roose, M. 31.0 $17,776.00
Siroka, P.
Stapen, C.
0.4
1.4
$232.00
$693.00
Total Associates 65.8 $33,123.00

CUMULATIVE TOTALS 189.8 $160,524.00
Pg 50 of 151
4

BOARD MEETINGS

Hanson, J. 4.0 $3,700.00
Scheler, B. 84.6 $82,629.00
Steingart, B. 86.4 $93,060.00
Total Partners 175.0 $179,389.00

Counsels HOURS TOTAL FEES
Resnick, A. 1.3 $1,300.00
Total Counsels 1.3 $1,300.00

Libhart, G. 36.3 $16,764.00
Roose, M. 81.5 $46,217.00
Siroka, P. 2.0 $1,160.00

Pg 51 of 151
5

HEARINGS AND COURT ISSUES

Kaplan, G. 4.0 $3,880.00
Scheler, B. 18.7 $20,570.00
Steingart, B. 33.9 $32,199.00

Libhart, G. 30.0 $13,668.00
Roose, M. 32.0 $18,344.00
Ryan, J. 5.1 $2,652.00
Siroka, P. 6.8 $3,300.00
Stapen, C. 2.2 $1,089.00


Pg 52 of 151
6

PLAN PROCESS

Hanson, J. 12.9 $11,932.50
Kaplan, G. 6.0 $5,820.00
Scheler, B. 76.5 $84,150.00
Steingart, B. 204.1 $194,732.50
Weiner, G. 1.7 $1,649.00

Resnick, A. 9.7 $9,700.00

Libhart, G. 52.7 $24,1940.00
Roose, M. 151.5 $85,839.00
Siroka, P. 8.7 $4,806.00
Stapen, C. 5.2 $2,574.00


Pg 53 of 151
7

COMMUNICATIONS WITH CREDITORS AND INTEREST HOLDERS

Scheler, B. 15.5 $17,050.00
Steingart, B. 17.8 $17,054.50

Libhart, G. 1.8 $7,790.00
Roose, M. 12.3 $6,966.00

Pg 54 of 151
8

RETENTION AND FEE APPLICATION ISSUES

Hanson, J. 6.9 $6,382.50
Scheler, B. 6.4 $7,040.00
Steingart, B. 36.6 $33,963.00

Resnick, A. 8.6 $8,600.00

Libhart, G. 71.9 $32,636.00
Roose, M. 83.9 $46,691.00
Siroka, P. 0.3 $174.00
Stapen, C. 4.1 $2,029.50

Paraprofessionals HOURS TOTAL FEES
Fisher, D. 0.5 $127.50
Yang, M. 4.6 $897.00


Pg 55 of 151

LITIGATION RELATED TO PLAN PROCESS

Scheler, B. 13.2 $14,520.00
Steingart, B. 130.3 $126,391.00

Finelli, J. 110.1 $60,555.00
Libhart, G. 250.7 $115,340.00
Roose, M. 203.2 $117,856.00
Starr, S. 22.10 $8,729.50

Paraprofessionals HOURS TOTAL FEES
Chan, J. 13.0 $3,445.00
Roymisher, L. 15.9 $4,213.50
Spano, N. 8.5 $2,252.50
Yang, M. 1.0 $200.00
Total Paraprofessionals 38.4 $10,111.00


Pg 56 of 151

Exhibit F

8403809 8403809
Pg 57 of 151
Pg 58 of 151
Fried, Frank, Harris, Shriver & Jacobson LLP
Client: 0333221ndependent Comm of Bd of Trustees of Innkeepers USA Trust
Matter: 00002 Communications with Independent Committee
Time Detail
Date Timekeeper Description
09/11/10 Brad E. Scheler Emalls w/ Ruisl.
09/13/10 Brad E. Scheler Tic wl Ruisi (.5}; review PSA hearing transcript (1.5);
meeting w/ team re: same (.5).
09/15/10 Brad E. Scheler Tic wl Ruisi (.8); review PSA and related docuemtns
{1.2).
09/17/10 Brad E. Scheler Call with Moelis and Kirkland (2.0), meet wfth client
(1.0); related follow-up (1.0).
09/17/10 Carl Stapen Research re: director holdings (.6); multiple emails re:
same {.3).
09/22/10 Carl Stapen Review and comment on draft letter to Independent
Committee.
09/22/10 Gabriel Libhart Draft letter to independent trustees.
09/23/10 Matthew Roose Review letter (.5); revise same (1.5); tJc with Scheler re:
same (.6); revise (.4).
09/24/10 Bonnie Steingart Tic wl clients re: update (.6); review issues re: same
(.5).
09/24/10 Gabrtel Libhart Revise letter.
09/29/10 Bonnie Stelngart Review status report; revise same (2.1 ); tel confs w/
client (.5).
10/01/10 Bonnie Steingart Telephone call with Ruisi.
10/07/10 Bonnie Steingart Telephone call with Ruisi (.2); telephone call with
Kirkland (.3).
10/13/10 Matthew Roose Emails and calls with Hanson and client (0.7); related
follow-up (0.3).
10/18/10 Matthew Roose Tic with Independent Committee re: update.
10/20/10 Bonnie Steingart Telephone call with Ruisi (.3); review revisions regarding
comp. of IC (. 7); review letter from ad hoc (.4).
10/26/10 Brad E. Scheler Tic wl Ruisi re: Plainfield and update (.8); related follow-
up (.4); conference with team re: same (.8).
10/26/10 Bonnie Steingart Telephone call wtlh Ruisi.
Total:
Hours Amount
0.30 330.00
2.50 2,750.00
2.00 2,200.00
4.00 4,400.00
0.90 445.50
0.50 247.50
1.00 440.00
3.00 1,650.00
1.10 1,017.50
0.50 220.00
2.60 2,405.00
0.50 462.50
0.50 462.50
2.00 1,100.00
0.80 440.00
1.40 1,295.00
2.00 2,200.00
0.50 462.50
26.10 22,528.00
Pg 59 of 151
Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust
Matter: 00003 Board Meetings
Time Detail
09/19/10 Brad E. Scheler Review draft presentation (2.2): review pleadings (.8).
09/19!10 Matthew Roose Review presentation (1.8); tics re: same (.4); related
follow up (.3).
09/20/10 Brad E. Scheler Attend Bd meeting at Kirkland & Ellis
09/20/10 Bonnie Steingart Meeting with independent directors (4.5); review and
revise plan documents (3.4).
09/20/10 Matthew Roose Board meeting (4.5); related follow-up {.5).
09/21/10 Brad E. Scheler Board meeting (3.8); attention to related issues (1.2).
09/21/10 Bonnie Steingart Board meeting (3.8); follow up w/lndependent
Committee (0.8).
09/21/10 Matthew Roose Prepare for board meeting (1.2); attend board meeting
(3.8).
09/22/10 Brad E. Scheler Review Kirkland materials (.8}, internal correspondence
re: same (.2).
09/22/10 Matthew Roose Prepare for board meeting (.8); emails re: same (.5).
10/06/10 Matthew Roose Attention to issues re: board meeting and agenda (.3);
revise board resolutions (.2); emails and tic with client
re: same (.6).
10/08/10 Matthew Roose Review board materials.
10/12/10 Bonnie Steingart Attend meeting with Ruisi, Debtors, Kirkland and Moelis
- various issues(3.0}; review materials re: same (1.4).
10/15/10 Matthew Roose Review final materials for bd meeting.
10/18/10 Jean Hanson Prep for Board meeting (.8); confw/ BES and B.
Steingart re same (.7).
10/19/10 Brad E. Scheler Attention to issues re: Bd mtg follow-up.
10/19/10 Jean Hanson Prep for Board meeting (.5); Board meeting (1.5).
10/19/10 Bonnie Steingart Attend Board meetings.
10/20/10 Brad E. Scheler Follow-up re: Bd mtg (0.8); calls re: same (1.2).
10/20/10 Matthew Roose Follow-up from Board meeting (.3); review materials re:
same (1.0): meeting with Scheler re: board meeting and
update (.2).
10/26/10 Bonnie Steingart Review documents sent by debtors (1.0); board calls
(1.0).
10!26/1 0 Matthew Roose Review materials for Board call (1.0); board call (1.0);
emails re: same (.5).
Total:
Hours Amount
3.00 3,300.00
2.50 1,375.00
4.50 4,950.00
7.90 7,307.50
5.00 2,750.00
5.00 5,500.00
4.60 4,255.00
5.00 2,750.00
1.00 1,100.00
1.30 715.00
1.10 605.00
0.90 495.00
4.40 4,070.00
1.50 825.00
1.50 1,387.50
2.00 2,200.00
2.00 1,850.00
2.00 1,850.00
2.00 2,200.00
1.50 825.00
2.00 1,850.00
2.50 1,375.00
63.20 53,535.00
Pg 60 of 151
Matter: 00004 Hearings and Court Issues
Time Detail
09/11/10 Brad E. Scheler Review pertinent pleadings (1.3); calls w/ team re: same
(.4).
09/12/10 Brad E. Scheler Review pleadings.
09/22/10 Carl Stapen Review notice of adjournment and circulate to team and
clients (.4); emails toP. Siroka re same (.3).
09/24/10 Bonnie Steingart Review draft objection by debtors (. 7); prep materials for
client (.6); call with Kirkland (.7).
09/24110 Gabriel Ubhart Docket summartesleman to team.
09/28/10 Gabriel Ubhart Docket summary.
09/29/10 Bonnie Steingart Review objections to motions, etc.
09/30/10 Bonnie Steingart Attend court hearing (2.8); tel conf w/ client (1.1 ).
09/30/10 Peter Siroka Attend hearing w/ B. steingart.
10/01/10 Bonnie Steingart Review Sept 1 court transcript.
10/27/10 Matthew Roose Review exclusivity motion (0.5); email Steingart re:
same {0.2).
10/27/10 Gabriel Libhart Summarize exclusivity motions.
10/28/10 Bonnie Steingart Review debtors court filings (1.1); telephone call with
counsel et al (.5); prep materials (0. 7).
10/28/10 Matthew Roose Review exclusivity motions and objections (0.9); review
summary re: same (0.4).
10/29/10 Brad E. Scheler Review memo re: LNR.
10/29/10 Matthew Roose Review email/memo re: LNR litigation (0.5); emails re:
same (0.3).
Total:
Hours Amount
1.70 1,870.00
1.00 1,100.00
0.70 346.50
2.00 1,850.00
1.00 440.00
0.50 220.00
1.00 925.00
3.90 3,607.50
6.00 3,300.00
0.40 370.00
0.70 385.00
0.50 220.00
2.30 2,127.50
1.30 715.00
0.30 330.00
0.80 440.00
24.10 18,246.50
Pg 61 of 151
Matter: 00005 Plan Process
Time Detail
09/14/10 Brad E. Scheler Team meeting re: lnnkeepers(.8); review documents
(1.2).
09/17/10 Bonnie Steingart Review draft protocol and other materials (3.0); related
follow-up (.4).
09/17/10 Matthew Roose Mtg with Ruisi (1.0); tic with Moelis and Kirt\land (2.0);
review and revise plan protocol (2.0); emaiis and t/c w/
Steingart with Resnick re: same (1.0); review pleadings
(1.0).
09/17/10 Carl stapen Research re: DIP budget & payment of professional fees
(.3); markup and comment on protocol re: same (.2).
09117110 Carl Stapen Review Plan Process Protocol (.4}.
09/18/10 Bonnie Steingart Review and revise protocol {1.8); related follow-up {.5).
09/18/10 Alan Resnick Reviewed and commented upon draft of Plan Process
Communications Protocol.
09/19/10 Bonnie Steingart Review documents and filings.
09/20/10 Matthew Roose Multiple tic and emails re: plan protocol and resolutions.
09/21/10 Jean Hanson Review and revise resolutions and communications plan
(1.6); confs w/ M. Roose and G. Libhart re same (.4);
conf calls w/ A Resnick (.5); review MD law and bylaws
(.5).
09/21/10 Bonnie Steingart Review and revise resolutions and protocol (2.6.); mtg
re: same (1.4)
09/21/10 Alan Resnick Tic w/Matt Roose re: board resolution, protocol.
09/21/10 Alan Resnick T/c w/Jean Hanson re: role of independent committee
and board resolutions.
09/21/10 Matthew Roose Review and revise resolutions and protocols (2.0);
multiple tic and emails re: same (1.5).
09/21/10 Cart Stapen Review Kirkland Board Resolutions and M. Roose
comments re: same.
09/21/10 Cart Stapen Meeting w/ team to discuss outstanding items and go
forward strategy.
09/21/10 Cart Stapen Review Innkeepers current Bylaws.
09/22/10 Bonnie Steingart Meeting with Kirkland ( 1.1 ); revise documents sent by
Kirkland (.4); telephone call with Kirkland (.5); prep
materials for IDs (1.8).
09/22/10 Alan Resnick Reviewed revised protocol and board resolutions.
09/22/10 Matthew Roose Review and revise resolutions and protocol (3.1 ); call
with Kirkland and Paul Weiss (1.0); calls with clients
(1.2); related follow-up (.8).
Hours Amount
2.00 2,200.00
2.40 2,220.00
7.50 4,125.00
0.50 247.50
0.40 198.00
2.30 2,127.50
0.40 400.00
1.60 1,480,00
1.50 825.00
3.00 2,775.00
4.00 3,700.00
0.40 400.00
0.30 300.00
3.50 1,925.00
0.40 198.00
0.50 247.50
0.40 198.00
3.80 3,515.00
0.20 200.00
6.00 3,300.00
Pg 62 of 151
Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA trust
Date Timekeeper Description Hours Amount
09/22/10 Carl Stapen Call w/ Kirkland and Apollo re: Plan Protocol and Board 2.10 1,039.50
Resolutions (.8); internal discussions re: same (1.0);
related follow up (.3).
09/22/10 Carl Stapen Rreview Apollo comments to Board Resolution and 0.40 198.00
summary material changes.
09/22/10 Gabriel Libhart Research on bylaws/declaration of trust re: creation of 3.30 1,452.00
independent committee (3.1); emails re: same (.2).
09/23/10 Brad E. Scheler Conferences and calls with team and kirkland (1.0); calls 6.00 6,600.00
w/ Ruisi (.9); review related documents (2.5); follow-up
wl team (1.2); calls re: same (.4).
09/23/10 Jean Hanson Confs call w/ FF and K&E re: plan process ( 1.0);. confs 3.50 3,237.50
and calls w/8. Scheler, B. Steingart and M. Roose re:
same (1.0); review and revise docs, re: same (1.5).
09/23/10 Bonnie Steingart Numerous telephone calls with Kirkland (2.3); revise 4.90 4,532.50
documents (1. 7); calls with Rulsi et al. (.9).
09/23/10 Peter Siroka Meeting re: plan protocol (1.0), review and revise and 4.50 2,475.00
circulate to Kirkland (3.1), related follow-up (.4), call re:
plan protocol documentation with Kirkland (.5).
09/23/10 Matthew Roose Attention to issues re: plan protocol and board 3.30 1,815.00
resolutions (2.1); multiple tic and emails re: same (1.2).
09/23/10 Carl Stapen Review further revised Plan protocol and Board 0.50 247.50
resolutions.
09/27/10 Bonnie Steingart Prep Kirkland materials for client (. 7); telephone call with 2.20 2,035.00
clients (.6); review documents (.9).
09/27/10 Peter Siroka Review protocol, conf. w/ B. Steingart. 0.50 275.00
09/28/10 Jean Hanson Calls and emails w/ B. Steingart (.6); review revised 1.80 1,665.00
documents (1.2).
09/28/10 Bonnie Steingart Call with client (1.1 ); review revised protocols (.7); revise 2.70 2,497.50
resolutions (.9).
09/29/10 Bonnie Steingart Revise protocols ( 0.4); review issues re resolutions 0.70 647.50
(0.3).
09/29/10 Peter Siroka Call w/ client, B. Steingart re: plan protocol (.5), review 3.00 1,650.00
plan protocol and status report (1.8), related follow-up
(.7).
10/01/10 Bonnie Steingart Telephone call with Kirkland regarding various issues. 0.80 740.00
10/01/10 Bonnie Steingart Review documents. 1.20 1,110.00
10/04/10 Jean Hanson Confs w/ M. Roose (.5); review docs (.3). 0.80 740.00
10/04/10 Matthew Roose Ole with Hanson re: Board resolutions (.5); follow-up 1.00 550.00
with Kirkland re: same (.3); email revised enabling
language (.2).
10/05/10 Matthew Roose Tic with Kirkland re: bd resolutions and retention 1.20 660.00
application (.9}; related follow-up (.3).
10/06/10 Jean Hanson Review K&E materials re: plan process. 1.30 1,202.50
11)/06/1 0 Jean Hanson Confs w/ B. Steingart (.1); conf call w/ L Ruisi re 0.50 462.50
independent committee documentation and process (.4).
Pg 63 of 151
10/07/10 Jean Hanson Confs w/8. Steingart and M. Roose re resolutions and 0.20 185.00
K&E correspondence.
10/07/10 Jean Hanson Revise resolutions (.2); email w/ L. Ruisi (.1 ). 0.30 277.50
10/07/10 Bonnie Steingart Review corp governance issues. 0.70 647.50
10/07/10 Bonnie Steingart Prep and revise resolutions. 2.00 1,850.00
10/13/10 Jean Hanson Confs w/ B. Steingart and M. Roose (.5); review and 1.50 1,387.50
revise docs (resolutions, protocol, etc.) (1.0).
10/13/10 Bonnie Steingart Review plan process and protocal documents. 2.00 1,850.00
10/13/10 Bonnie Steingart Review minutes (.5); telephone call with Ruisi (.5); prep 2.20 2,035.00
email correspondence (.2); deal with issues regarding
resolutions (1.0).
10/13/10 Matthew Roose Review revised bd resolutions and plan process protocol 1.00 550.00
(.7); tJc w/ K&E (.3).
10/13/10 Matthew Roose Review and revise bd resolutions (1.0); ole wl Stapen 1.30 715.00
re: same (.3).
10/14/10 Brad E. Scheler Attention to issues re: board resolutions and plan 1.00 1,100.00
protocal.
W14/10 Bonnie Steingart Review draft timeline (1.5); internal mlg {.5); tJc and 2.70 2,497.50
email re: same (.7).
10/14/10 Bonnie Steingart Numerous emaiV telephone calls regarding resolutions 0.50 462.50
(0.3); telephone call with Lany, debtors (0.2).
10/15/10 Bonnie Steingart Telephone call with Anup (.2); review ID camp issues 0.60 555.00
(.2); telephone call with Ruisi (.2).
10/15/10 Bonnie Steingart Prep materials (1.2); review issues regarding resolutions 2.50 2,312.50
(.4); review materials (.9).
10/15/10 Alan Resnick Reviewed revised board resolutions and retention 0.40 400.00
documents.
10/18/10 Bonnie Steingart Review documents(. 7); telephone call with independent 1.20 1,110.00
Comm. (.5}.
10/20/10 Matthew Roose Review and revise resolutions (1.5); emails re: same 2.00 1,100.00
(.5).
10/22/10 Bonnie Steingart Review issues; review update prepared by Kirkland 2.00 1,850.00
(1.0); review revisions to resolutions etc (1.0).
10/22/10 Bonnie Steingart Telephone call with Kirkland and Moelis (.6); telephone tOO 925.00
call with Ruisl (.4).
10/22/10 Bonnie Steingart TIC re: plainfield letter (.5}. 0.50 462.50
10/22/10 Matthew Roose Review final versions of plan protocol and Bd 2.10 1,155.00
Resolutions (1.1 ); emalls and tic with Steingart and
Hanson re: same (.5); tJc with Resnick re: same (.5).
10/27/10 Bonnie Steingart Review report regarding forecasts and stalking horse 0.70 647.50
proposals.
Total: 115.70 90,488.50
Pg 64 of 151
Matter: 00006 Communications with Creditors and Interest Holders
Time Detail
10/07/10 Matthew Roose Call w/ Karcher@ Dewey re: Ad Hoc Committee (.1);
related follow-up (.2).
10/13/10 Matthew Roose Tic with Karcher re: Ad Hoc committee (.1 ); follow-up w/
team (.2); follow-up w/ K&E (.2).
10/20/10 Matthew Roose Review letter from Plainfield (.4); emails re: same (.4).
10122/10 Matthew Roose Tic with K&E and Moelis re: Plalnfleld letter (.5); related
follow-up (.3); emails with Ruisi re: same (.4).
10/25/10 Brad E. Scheler Calls with team and client re: plainfield letter (0.5);
review letter re: same (0.5).
'!D/25/10 Bonnie Steingart 0/c w/ Roose re: Plainfield (.3); tic wl Kirkland re:same
(.2) review response letter (.6).
10/25/10 Matthew Roose 0/c w/ Steingart re: Plainfield Asset Management Letter
(0.3); emal!s re: same (0.3); tic with K&E re: same (0.2).
Total:
Hours Amount
0.30 165.00
0.50 275.00
0.80 440.00
1.20 660.00
1.00 1,100.00
1.10 1,017.50
0.80 440.00
5.70 4,097.50
Pg 65 of 151
Matter: 00007 Retention and Fee Application Issues
Time Detail
09/20/10 Gabriel Libhart Draft 2014 declaration.
09/21/10 Carl Stapen Multiple emails w/ Kirkland and Gabe Libhart re:
retention.
09/21/10 Carl Stapen Review Kirkland comments to engagement letter.
10/01/10 Bonnie Steingart Review issues regarding retention.
10/04/10 Matthew Roose Review retention application (.4); review materials re:
affidavit (1.0).
10/04/10 Gabriel Libhart Draft declaration of disinterestedness.
10/05/10 Alan Resnick Research and tic w/Matt Roose re: retention issues.
10/07/10 Alan Resnick Conf w/ Steingart re: retention issues and role of
independent committee.
10/07/10 Matthew Roose Review materials for affidavit.
10/07/10 Gabriel Libhart Revisions to 2014 declaration.
10/08/10 Alan Resnick Tic w/Matt Roose re: retention issues.
10/08/10 Matthew Roose Review materials for affidavit (2.9); ole with Libhart re:
same {.4).
10/11/10 Alan Resnick Reviewed draft of declaration in support of motion to
approve retention of Fried Frank (.6), revise same (1.0).
10/11/10 Matthew Roose Multiple t/c and emails with Ubhart re: retention affidavit
(1.2); t/c with Resnick re: retention affidavit (.7); revise
same (3.3).
10/12/10 Jean Hanson Review and revise declaration.
10/12/10 Jean Hanson Confs w/ M. Roose and C. Stapen re: retention issues
(0.8); review nad revise issues declaration.
10/12/10 Alan Resnick T/c w/Matt Roose re: issues relating to the independent
committee and court approval of the retention of Frted
Frank.
10/12/10 Matthew Roose Review and revise draft FFHSJ retention affidavit (1.8);
multiple t/c and emails with Ubhart re: same (.4);
multiple t/c and emails with Resnick re: retention
affidavit (.5); related follow-up (.5).
10/13/10 Alan Resnick Reviewed revised draft of declaration (.6); tic w/Matt
Roose re: same (.2).
10/14/10 Jean Hanson Confw/ 8. Steingart re procedures and declaration (.7);
review and revise drafts (1.6).
10/14/10 Matthew Roose Research re: FFHSJ conflicts (.8); review and revise
declaration {.6); multiple tic and emails re: same (.4);
related follow-up {.2); tic with Kirkland re: fee pay motion
(.6); draft update summary for Scheler; email same (.6).
10/15/10 Bonnie Steingart Review affidavit (.6); review conflict check (.4).
Hours Amount
2.30 1,012.00
0.80 396.00
0.30 148.50
1.00 925.00
1.40 770.00
1.80 792.00
0.60 600.00
0.30 300.00
0.40 220.00
1.50 660.00
0.40 400.00
3.30 1,815.00
1.60 1,600.00
5.20 2,860.00
1.00 925.00
1.80 1,665.00
0.30 300.00
3.20 1,760.00
0.80 800.00
2.30 2,127.50
3.20 1,760.00
1.00 925.00
Pg 66 of 151
10/15/10 Matthew Roose T/c and research re: compensation for independent 1.40 770.00
directors.
10/15/10 Gabriel Ubhart Research re: outside director compensation. 2.30 1,012.00
10/16/10 Gabriel Libhart Research compensation of outside directors. 2.00 880.00
10/17/10 Brad E. Scheler Attention to issues re: IC compensation. 1.00 1,100.00
10/17/10 Matthew Roose Attention to issues re: committee member 2.20 1,210.00
compensations (1.2); emails re: same (.3); review
materials re: same (.7).
10/18/10 Brad E. Scheler Review retention materials. 2.00 2,200.00
10/18/10 Bonnie Steingart Review ID comp (1.0); prep affidavit (0.5); telephone call 2.00 1,850.00
with consultant (0.5).
10/18/10 Alan Resnick Tic w/Bonnie Steingart, Jean Hanson, and Matt Roose 0.70 700.00
re: motion and declaration in support of the retention of
Fried Frank as counsel to the independent committee of
the board (.5); tic w/Bonnie Steingart, Jean Hanson, and
Matt Roose re: same (.2).
10/18/10 Matthew Roose Meeting with Rothenburg and Steingart re: IC camp. 0.50 275.00
10/18/10 Matthew Roose Review and revise affidavit. 3.70 2,035.00
10/18/10 Matthew Roose Attention to issues re: fees for independent committee. 0.70 385.00
10/19/10 Bonnie Stelngart Revise affidavits (2.0); tic w Resnick (.3); review 363 3.70 3,422.50
issues (.8); tic re: same (.8).
10/19/10 Alan Resnick Reviewed revised draft of 2014 Declaration and the draft 0.60 600.00
of the 363 motion for aproval of Fried Frank's retention
and compensation for the independent committee and
Fried Frank.
10/19/10 Alan Resnick Tic w/Matt Roose re: the draft 363 motion and 2014 0.50 500.00
Declaration.
10/19/10 Matthew Roose Review and revise motion and affidavit (5.5); tic and 7.90 4,345.00
emails re: same (1.2); related follow-up {1.2).
10/19/10 Gabriel Libhart Revise 363 motion/discuss with A Resnick and M. 4.20 1,848.00
Roose, emails re same.
10/20/10 Jean Hanson Confs w/ !3. Steingart, M. Roose and G. Libhart re 1.80 1,665.00
Section 363 remotion and declaration {.4); calls w/ A.
Resnick re same (.4); review papers (1.0).
10/20/10 Bonnie Steingart Revise retention papers (.7); review Kirkland draft (.3); 2.50 2,312.50
revise affidavit ( 1.1 ); review Kirkland mark up ( .4 ).
10/20/10 Matthew Roose Review and revise motion and affidavit (2.7); tic and 3.50 1,925.00
emails re (.5): same; related (.3).
10/22/10 Matthew Roose Calls re: FFHSJ engagement and invoices. 0.30 165.00
10/25/10 Bonnie Steingart Telephone calls regarding midland req (0.5); telephone 1.40 1,295.00
call with Ruisi (0.3); telephone with Carmel (0.6).
10/25/10 Bonnie Steingart Review protection order re :engagement letter. 0.40 370.00
10/26/10 Matthew Roose T/c with K&E re: engagement letter, Midland and 0.50 275.00
Trimont.
Pg 67 of 151
Fried, Frank, Harris, Shriver & Jacobson LlP
Timekeeper
10/27/10 Bonnie Steingart
Description
Review issues regarding Midlind request (0.3);
telephone call w ~ h Ruisi (0.2).
0.50 462.50
Total: 80.80 54,363.50
Pg 68 of 151
Time Detail
11/04/10 Matthew Roose Tic with IC re: objections to FF motion.
11117110 Brad E. Scheler Tic wl client re: update.
11117/10 Bonnie Steingart Tic wl clients re: updates {1.0); related follow-up {.3).
11/23/10 Bonnie Steingart Telephone with Independent Committee {.5); meeting wl
Scheler re: same (.2); telephone call with Debtors (.8);
related follow-up {1.6).
11/23/10 Matthew Roose Call with committee members re: conference with Judge
Chapman (.5); conference with Scheler and Steingart re:
same (.2).
11/24/10 Brad E. Scheler Tic wl clients (.8); related follow-up (.2).
11/24/10 Bonnie Steingart Telephone call with Ruisi re: update re: same (.8);
telephone call with debtors re same {.4).
11/26/10 Matthew Roose Emails to committee re: meetings and calls.
11/28/10 Matthew Roose Emails to committee re: call.
Total:
Hours Amount
0.50 275.00
1.00 1,100.00
1.30 1,202.50
3.10 2,867.50
0.70 385.00
1.00 1,100.00
1.20 1,110.00
0.10 55.00
0.10 55.00
9.00 8,150.00
Pg 69 of 151
Time Detail
11/01/10 Gabriellibhart Summary of LNR complaint against CRES (2.1 ), ole
with M. Roose re: same (.2).
11/05/10 Gabriel Libhart Draft update to committee re: development in cases.
11/06/10 Gabriel Libhart Draft update to committee re: development in cases.
11/10/10 Matthew Roose Attend hearing (2.8); emails re: same (.2).
11/11/10 Bonnie Steingart Attend court hearing on retention and Independent
Committee (2.8); review documents (1.2); revise
protocol (.2); telephone call with clients re: same (.2).
11/19/10 Bonnie Steingart Review correspondence with court etc (.8}; telephone
call with Debtors (.4}.
Total:
Hours Amount
2.30 1,012.00
1.30 572.00
1.00 440.00
3.00 1,650.00
4.40 4,070.00
1.20 1,110.00
13.20 8,854.00
Pg 70 of 151
Time Detail
11/22/10 Bonnie Steingart Telephone call with court (.3); follow-up w/ Roose and
scheler (.3); review documents (.6).
11/22/10 Matthew Roose Conference call with Judge Chapman (.3); related
follow-up with Scheler and Steingart (.3).
11/23/10 Brad E. Scheler Follow-up on conference w/ Judge Chapman (.7); calls
re: same (1.3).
11/29/10 Brad E. Scheler T/c w/ Debtor and Beilenson re: update (1.0); related
follow-up (1.0).
11/29/10 Bonnie Steingart Telephone calls with Kirkland, Beilenson et al. re:
update (1.0); related follow-up (.3).
11/29/10 Matthew Roose Tfcs with K&E and Beilinson re: update (.3); meeting
with Scheler and Steingart re: same (.3).
11/30/10 Bonnie Steingart Review materials prepared by Moelis (1.3); telephone
calls with various parties ( .4).
11/30/10 Matthew Roose Review plan proposals.
Total;
Hours Amount
1.10 1,017.50
0.60 330.00
2.00 2,200.00
2.00 2,200.00
1.30 1,202.50
0.60 330.00
1.70 1,572.50
1.50 825.00
10.80 9,677.50
Pg 71 of 151
Client: 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust
Time Detail
11/12/10 Bonnie Steingart Review correspondence form Preferreds (.9); telephone
call with Larry (.4).
11/15/10 Brad E. Scheler Attention to issues re: Ad hoc committee.
11/15/10 Gabriel Libhart Emails re: Ad Hoc letter.
11/16/10 Brad E. Scheler Review Ad Hoc committee letters (.8); o/c w/ steingart
(.4); tic w/ Debtors re: same (.8)
11/16/10 Bonnie Steingart Review correspondence from Preferred (.8); dlscusss
responses (.7); telephone call with Debtors (.8).
Total:
Hours Amount
1.30 1,202.50
1.00 1,100.00
0.20 88.00
2.00 2,200.00
2.30 2,127.50
6.80 6,718.00
Pg 72 of 151
Client: 033322lndependent Comm of Bd of Trustees of Innkeepers USA Trust
Time Detail
11/01/10 Bonnie Steingart Review suggested revisions to employment application
and proposed order (1.0); numerous telephone calls and
emails with Kirkland (.5); telephone calls with Ruisi (.6);
review documents (1.0); review correspondence by
Debtors (1.0).
11/01/10 Matthew Roose Call with K&E re: Midland's objection to FF retention
(.3}; conference with Steingart re: same (.2); emails with
Ruisi re: same (.2); review K&E proposal re: proposed
order (.4); revise same (.3); emails with Steingart re:
same (.2).
11/02/10 Bonnie Steingart Review issues and requests from Lehman and others
(1.5); telephone call with Kirkland (.5); revise proposed
order and application ( 1.0); review issues regarding
witnesses and discovery requests (.3}; telephone call
with Ruisi (.2).
11/02/10 Alan Resnick Reviewed draft of revisions of proposed order
authorizing payment of Fried Frank's fees (.3); tic w/Matt
11/02/10 Matthew Roose T/c with Resnick and Steingart re: revising proposed
order re: FF retention (.5); revise propose order re: FF
retention (.7); emails re: same (.2); tic with K&E re:
same (.2); review and revise order (.4).
11/03/10 Matthew Roose Emails re: update on status of FF retention (.2); review
objection to FF motion (2.1 ); multiple tic and emails with
team re: same (.2); prepare draft response (1.3);
attention to issues re: Dewey request to disclose bd
minutes (.3).
11103/10 Gabriel Libhart Research re: Reply to Fried Frank retention objections
(3.5); draft reply {2.5).
11/03/10 Meryl Yang Prep pre bill.
11/04/10 Bonnie Steingart Review proposed order (1.2); telephone call with
Kirkland (.6), discuss revisions (.8); telephone call with
Larry (.5); review substance of objections with
Independent Committee (.5).
11/04/10 Alan Resnick Confw/Matt Roose re: objections to motion for Fried
Frank's retention and payment to Independent
Committee (.1 ); review of objections filed (.3).
11/04/10 Matthew Roose Review revised proposed order circulated by K&E (.5);
em ails to Steingart and Resnick re: same (.1 );
summarize objections to FF retention (1.5); multiple tic
with Marc re: retention issues (.4}; revise proposed
order (1.1); emails with Steingart and Resnick re: same
(.2); tic with Resnick re: same (.3); review and revise FF
response to objections (2.4).
Hours Amount
4.10 3,792.50
1.60 880.00
3.50 3,237.50
0.50 500.00
2.00 1,100.00
4.10 2,255.00
7.00 3,080.00
0.80 152.00
3.60 3,330.00
0.40 400.00
6.50 3,575.00
Pg 73 of 151
11/04/10 Gabriel Libhart Research re: Reply to Fried Frank retention objections 4.40 1,936.00
(4.0), emails re: same (.4).
11/05/10 Bonnie Steingart Review objections (1.0}; telephone call with Kirkland 1.80 1,665.00
(.4); telephone call with Ruisi (.4).
11/05/10 Matthew Roose Multiple Uc with Carmel re: FF retention and scope (.3); 1.30 715.00
emails with Steingart re: same (.2); review further
revised proposed order (.3); emails re: same (.2); Uc
with Steingart re: same (.3).
11/06/10 Bonnie Steingart Telephone call with Roose (.4); review draft reply (1.0). 1.40 1,295.00
11106/10 Matthew Roose Review objections to FF retention (1.5); emails re: 2.90 1,595.00
summary of same (.4); Uc with K&E re: same (.4); Uc
with Ruisi re: same (.4); related follow-up (.2).
11108110 Bonnie Steingart Review debtor drafts (1.0); revise FF response (1.0); 2.30 2,127.50
telephone call with Larry (.3).
11108/10 Alan Resnick Reviewed reply to objections to Fried Frank's retention 0.40 400.00
and supplemental Rule 2014 statement (.3); Uc w/Matt
Roose re: comments on same (.1).
11/08/10 Matthew Roose Review chart summarizing objections to Fried Frank 7.70 4,235.00
retention (.7); ole with Steingart re: same (.3); multiple
Uc and emails with Stapen and Libhart re: same (.5);
draft Fried Frank response (2.5); emails with clients re:
same (.3); draft talking points for hearing re: same (1.4);
review Debtors reply (.8); comments re: same (1.0);
11/08/10 Carl Stapen Review objections to FF motion (1.0); review and revise 2.50 1,237.50
chart re: same (0.5); review and revise chart re: same
(0.6); related follow up (0.4}.
11/08/10 Carl Stapen Review talking point and comment on same (0.3); 0.50 247.50
emails re: filing (0.2).
11/08/10 Gabriel Ubhart Draft charts (2.5}; hearing preparation ( .5). 3.00 1,320.00
11108/10 Meryl Yang Prep notice and affidavit of service. 0.50 95.00
11/09/10 Brad E. Scheler Attention to issues re: FF retention (1.5}; Uc w/clients re: 2.00 2,200.00
same(.5).
11109/10 Bonnie Steingart Review court filings and objections to retention etc (.8); 2.70 2,497.50
prep replies (1.2); telephone call with Kirkland (.2).
11/09/10 Matthew Roose Tic with Kirkland re: Debtors' reply (.2); review and 5.90 3,245.00
revise Fried Frank reply (1.8); research professional
responsibiliy code re: same (.4); file reply (.3); prepare
materials for hearing (3.2).
11/09/10 Gabriel Libhart Attention to issues re: 2014 declaration. 1.10 484.00
11/09/10 Meryl Yang File and serve objection and affidavit of service. 1.00 190.00
11/10/10 Brad E. Scheler Prep for hearing (.5); meeting w/ Steingart re: same {.5). 1.00 1,100.00
11/10/10 Bonnie Steingart Prep for hearing (1.5); telephone calls with Debtors re: 1.80 1.665.00
same (.3).
11/11/10 Gabriel Libhart Research deadlines and requirements for fee 0.80 352.00
applications (.5) and emails regarding same (.3).
Pg 74 of 151
11/19/10 Brad E. Scheler Attention to issues re: update and court correspondence
11/24/10 Bonnie Steingart Review materials sent by Debtors (.5).
Total:
Hours Amount
0.40 440.00
0.50 462.50
80.00 51,806.50
Pg 75 of 151
Time Detail
12/01/10 Brad E. Scheler Review Board materials (1.0); call with Ruisi (.5). 1.50 1,650.00
12/05/10 Brad E. Scheler Call with Ruisi (.3); review materials (.7). 1.00 1,100.00
12/06/10 Brad E. Scheler Calls and emails re: updates. 1.00 1,100.00
12/17/10 Brad E. Scheler Call with Ruisi (.4); related follow-up (.3). 0.70 770.00
12/18/10 Brad E. Scheler Calls w/ clients re: update. 0.40 440.00
12/21/10 Matthew Roose Independent Committee call (.8); draft letter to Debtors 2.30 1,265.00
re: same (1.1 ); follow-up with Scheler re: same (.4).
Total: 6.90 6,325.00
Pg 76 of 151
Time Detail
12/01/10 Bonnie Steingart Review Board materials. 1.20 1,110.00
12/01/10 Matthew Roose Review materials for Board Meeting. 1.10 605.00
12/02/10 Brad E. Scheler Review materials for IC meeting (2.2); attend IC meeting 5.00 5,500.00
(2.8)
12/02/10 Jean Hanson Review draft minutes(.4); emails w/ M. Roose re same. 0.50 462.50
(.1)
12102/10 Bonnie Steingart Review documents prepared by Moelis (1.3); review 2.30 2,127.50
draft minutes (.3); telephone call with Kirkland (.7).
12/02/10 Matthew Roose Board meeting (2.8); review minutes of previous board 3.70 2,035.00
meetings (.7); related follow-up (.2).
12/03/10 Brad E. Scheler Attend board meeting (1.9); related discussions/follow- 4.00 4,400.00
up (2.1).
12/03/10 Matthew Roose Prepare for board meeting (.2); attend board meeting 2.50 1,375.00
12/09/10 Brad E. Scheler Telephonic board meeting (.8); multiple calls and emails 2.50 2,750.00
re: follow-up (1.7).
12/09/10 Matthew Roose Board call (.8); related follow-up (.3). 1.10 605.00
12/12/10 Brad E. Scheler Prepare for and participate in telephonic board meeting 3.50 3,850.00
(2.0); related follow-up (1.5).
12/14/10 Brad E. Scheler Review materials (1.4); participate in multiple Board and 3.00 3,300.00
IC calls (1.6).
12/14/10 Matthew Roose Board call (.8); Independent Committee call (.5); follow- 2.90 1,595.00
up Board call (.6); review related documents (.7); related
follow-up (.3).
12118/10 Brad E. Scheler Telephonic board meeting (.8); call w/Roose re: same 3.00 3,300.00
(.4); related follow-up (8); calls and follow-up with clients
and K&E (1).
12/18/10 Matthew Roose Board call (.8); tic with Scheler re: same (.4); related 1.80 990.00
follow-up (.6).
12/20/10 Brad E. Scheler Review materials in preparation for Board meetings 2.00 2,200.00
(1.5); call re: same (.5).
12/21/10 Brad E. Scheler Telephonic board meeting (.8); IC telephonic meeting 4.00 4,400.00
(.8); related calls follow-up (1.5}; review and revise letter
to K&E (.9).
12/23/10 Brad E. Scheler Prepare for and participate in telephonic board meeting 4.00 4,400.00
(1.1 ); related calls and follow-up (2.9).
12/23/10 Bonnie Steingart Board call (1.1 ); related follow-up (.7). 1.80 1,665.00
12/23/10 Matthew Roose Board call (1.1); emails re: same (.3). 1.40 770.00
Total: 51.30 47,440.00
Pg 77 of 151
Time Detail
12/14/10 Matthew Roose Review hearing update. 0.20 110.00
12/14/10 Matthew Roose Review and revise hearing talking points. 0.60 330.00
12/14/10 Carl Stapen Attend hearing (1.2); prepare summary email to team re: 1.50 742.50
same (0.3).
12/15/10 Brad E. Scheler Prepare for and attend status conference. 1.10 1,210.00
12/15/10 Matthew Roose Prepare for and attend status conference. 1.10 605.00
12/16/10 Brad E. Scheler Emails re: hearing update (.5); calls w/IC re: same (.7); 1.50 1,650.00
Total: 6.00 4,647.50
Pg 78 of 151
Time Detail
12/01/10 Bonnie Steingart Review term sheets. 1.10 1,017.50
12/08/10 Brad E. Scheler Review Five Mile correspondence (.3); internal emails 0.50 550.00
re: same (.2).
12/08/10 Brad E. Scheler Calls with K&E re: update (.5); review Five Mile letter 1.50 1,650.00
(.6); related follow-up (.4).
12/08/10 Matthew Roose Review multiple letters re: bids (1.8); t/c with Debtors 2.60 1,430.00
and Kirkland re: same (.5); research notice provisions
re: same (.3).
12/09/10 Brad E. Scheler Review materials re: bids ( 1.1); calls and em ails re: 2.00 2,200.00
same (.9).
12/09/10 Matthew Roose Review multiple letters re: bids. 0.80 440.00
12/11/10 Brad E. Scheler Attention to issues re: comunications with bidders. 1.00 1,100.00
12/11/10 Matthew Roose Review materials and emails re: bids (.5); draft hearing 1.50 825.00
script (.8); emails re: same (.2).
12/12/10 Matthew Roose Review materials re: bids and emails re: same (1.1); t/c 2.10 1,155.00
with Board and Debtors re: same (.6}; emails re: same
(.4)
12/13/10 Brad E. Scheler Prepare for/participate in update call w/Kirkland and 2.00 2,200.00
Moelis (.4); multiple calls re: same (.3); review materials
(.8}; prepare for Board meeting (.5).
12/13/10 Matthew Roose T/c with Scheler and Beilin son re: update (.4); follow-up 3.50 1,925.00
call with K&E and Scheler (.6); review Lehman/Five Mile
Commitment papers (1.5}; revise hearing talking points
(1.0).
12/14/10 Brad E. Scheler Multiple tic's with K&E and Berlinson re: update (.7); 1.00 1,100.00
12/14/10 Matthew Roose Review revised commitment letter and Moelis 1.50 825.00
comparison chart.
12115/10 Brad E. Scheler Review revised docs (1.3); ole with Roose re: same (.4); 2.00 2,200.00
12/15/10 Brad E. Scheler Multiple calls/emails re: update and status of pleadings. 1.90 2,090.00
12/15/10 Matthew Roose Review revised Five Mile plan proposal (1.3); emails 1.70 935.00
and o/c with Scheler re: same (.4).
12/17/10 Brad E. Scheler T/c with Roose re: update (.3}; review docs (.7). 1.00 1,100.00
12/17/10 Matthew Roose T/c with Scheler re: update (.3); emails re: same (.1). 0.40 220.00
12/18/10 Brad E. Scheler Multiple calls and emails with K&E and Moelis re: bids 1.60 1,760.00
(1.3); review documents re: same (.3).
12121/10 Matthew Roose Multiple calls with K&E re: update (.9); calls with Scheler 1.40 770.00
re: same (.5).
12/22/10 Brad E. Scheler Tic's re update (.5); tic with Darrough (.5); t/c with Ruisi 3.00 3,300.00
(.5); review and revise letter (.8); review materials (.7).
Pg 79 of 151
12/22/10 Bonnie Steingart Review motion, bid procedures and CL. 2.70 2,497.50
12/22/10 Matthew Roose T/c with Basta re: update (.3); follow-up with Scheler 1.60 880.00
(.2); review materials (.8); related follow-up (.3).
12/23/10 Bonnie Steingart Review and revise motion, bid procedures and CL (2.1 ); 2.60 2,405.00
calls with Roose re: same (.5).
12/23/10 Matthew Roose Review revised Commitment letter (1.1); emails to 1.50 825.00
Scheler re: same (.4).
12/23/10 Matthew Roose Professionals call re: update (.5); mutliple follow-up calls 1.70 935.00
with K&E (1.2).
12/23/10 Matthew Roose Review motion re: bid procedures and related 2.40 1,320.00
documents (1.6); emails and calls with Steingart re:
same (.5); emails to IC (.3).
12/24/10 Brad E. Scheler Review bid procedures (.8); emails with Roose (1.0); 3.00 3,300.00
review revised pleadings (1.2).
12/24/10 Bonnie Steingart Review revised motion and related documents (1.2); 2.40 2,220.00
conference call (.5); Vc with M. Roose re: same {.7).
12/24/10 Matthew Roose Emails with IC re: bid procedures motion (.3); emails 3.70 2,035.00
with Scheler and Steingart re: same (.7); Vc with
Steingart re: same (.7); review same and related
documents (1.7); Vc with Moelis re: same (.3).
12/27/10 Bonnie Steingart Review documents (2.4); telephone call with Kirkland 2.90 2,682.50
(.5).
12/27/10 Matthew Roose Call with Sathy and Steingart re: pleading (.5); call with 0.90 495.00
Brian Lennon re: same (.4).
12/28/10 Brad E. Scheler Discuss bid procedures motion w/ team (.7); follow-up 1.50 1,650.00
w/client re: same (.8).
12/28/10 Bonnie Steingart Conference calls regarding motion {.8); review all 4.50 4,162.50
documents (2.7); o/c with M. Roose re: same (.4);
follow-up calls (.6).
12/28/10 Alan Resnick Reviewed draft of debtors' motion for approval of 2.20 2,200.00
commitment letter with Five Mile, Lehman and Midland,
and approving bidding procedures and for other relief.
12/28/10 Matthew Roose Review revised pleading ( 1.1 ); ole with Steingart re: 5.20 2,860.00
same (.4); call with Sathy and Lennon re: same (1.1);
call with Ruisi re: same (.3); review further revised
pleading (.5); emails summary to Scheler re: same (.6);
follow-up calls and emails (1.2).
12/29/10 Brad E. Scheler Multiple Vc's re: pleadings (.7); review revisions (.3). 1.00 1,100.00
12/29/10 Bonnie Steingart Review revised documents (2.1 ); telephone call with 3.90 3,607.50
Kirkland (.6); call with team (.5); related follow-up (.7).
12/29/10 Alan Resnick T/c with Bonnie Steingart and Matt Roose re revisions to 0.50 500.00
motion for approval of Five Mile/Lehman commitment
letter and issues relating to terms of the commitment
letter.
12/29/10 Alan Resnick T/c with Bonnie Steingart, Matt Roose, Anup Sathy re 0.60 600.00
motion for approval of Five Mile/Lehman commitment
letter and bid procedures.
Pg 80 of 151
Date Timekeeper Description Hours
Al!1.2!!n!
12(29110 Matthew Roose T/c with Steingart and Resnick re: pleading (.5); review 2.10 1,155.00
same (.8); tic with Sathy and Lennon re: same (.6);
related follow-up (.2}.
12/30/10 Bonnie Steingart T/c with Kirkland (.6); review revised pleadings and 2.70 2,497.50
documents (2.1 ).
Total: 83.70 68,720.00
Pg 81 of 151
Time Detail
12/16/10 Brad E. Scheler Attention to issues re: communications with Ad Hoc 1.00 1,100.00
Committee (.9}; calls re: same (.1).
12/16/10 Matthew Roose Attention to issues re: communications with Ad Hoc 0.90 495.00
Committee.
12/19/10 Brad E. Scheler Attention to issues re: ad hoc ltr (.7); calls and emails re: 1.50 1,650.00
same (.8).
12/19/10 Matthew Roose Emails to K&E and Kirkland re: letters from Ad Hoc 0.40 220.00
Committee.
12/20/10 Matthew Roose Review and revise letter to Ad Hoc Committee (.3); 0.70 385.00
emails with Scheler re: same (.2); emails with Kirkland
(.2).
Total: 4.50 3,850.00
Pg 82 of 151
Time Detail
12/08/10 Gabriel Libhart Draft interim fee application. 7.70 3,388.00
12/13/10 Gabriel Libharl Draft interim fee application. 2.50 1,100.00
12/15/10 Gabriel Libhart Draft and revisions to interim fee application. 3.50 1,540.00
Total: 13.70 6,028.00
Pg 83 of 151
Time Detail
01103111 Bonnie Steingart Multiple emails and telephone calls with Independent
Committee re: bid procedures motion.
01104111 Bonnie Steingart Tic with Ruisi re: bid procedures motion/process.
01/05111 Bonnie Steingart Tic with Ruisi re: update.
01/05111 Matthew Roose Tic with K&E re: board meeting (.2); emails with Ruisi
re: same (.2).
01/06/11 Brad E. Scheler Multiple tics and emails with Independent Committee re:
update and bid procedures motion.
01/06111 Bonnie Steingart Multiple tics and emails with Independent Committee re:
update and bid procedures motion.
01107111 Bonnie Steingart Multiple tic and emails with IC to review issues re:
documents and updates.
01108/11 Bonnie Steingart Review bid procedures motion (.7); multiple tics and
emails with Ruisi re: same and update (1.5).
01109/11 Bonnie Steingart Update tc on deal changes and documents.
01/10/11 Bonnie Steingart Review termination events (1.1 ); multiple calls and
emails with Ruisi re: same (.8).
01/11/11 Bonnie Steingart Update to IC re: commitment agreements and term
sheets re: open issues.
01/12/11 Bonnie Steingart Review and revise bid procedures motion { 1.5); t/c and
emails to IC re: same (.8); related follow up (1.2).
01/13/11 Brad E. Scheler Multiple communications w/IC re: final documents and
updates.
01/14/11 Brad E. Scheler Tics and emails to IC re: open issues and update (1.4);
01/14111 Bonnie Steingart Tic and email w/clients re: update.
01/17/11 Bonnie Steingart Tic wiRuisi -various issues.
01/21/11 Matthew Roose Tic with Ruisi re: discovery.
01122111 Matthew Roose Tic with Kleisner and Zuroff re: discovery.
01/26111 Matthew Roose Email with IC re: process letter (.2); review same (.7);
emails with Scheler re: same (.1).
01/28/11 Matthew Roose Emails with IC re: preliminary objections (.3); review
same (1.1).
Total:
Hours Amount
1.10 1,067.00
0.50 485.00
0.70 679.00
0.40 232.00
1.50 1,650.00
1.20 1,164.00
1.40 1,358.00
2.20 2,134.00
1.90 1,843.00
1.90 1,843.00
2.70 2,619.00
3.50 3,395.00
2.00 2,200.00
2.00 2,200.00
0.70 679.00
0.50 485.00
0.20 116.00
0.40 232.00
1.00 580.00
1.40 812.00
27.20 25,773.00
Pg 84 of 151
Time Detail
01/21/11 Bonnie Steingart Review draft minutes.
01/23/11 Bonnie Steingart Review minutes (1.5); emails re: same (.4).
01/24/11 Brad E. Scheler Meeting with team re: board meetings (.5); review
materials (.5); related follow up (.5).
01/24/11 Alan Resnick Meeting w/ team re: board minutes.
01/24/11 Matthew Roose Meeting with team re: board meetings (.5); draft meeting
minutes (.4); emails re: same (.2); ole with Hanson re:
same (.1).
01/25/11 Matthew Roose Research re: IC meetings.
01/26/11 Matthew Roose Finalize meeting notes (.7); email team re: same (.1).
01/27/11 Brad E. Scheler Review correspondence re: bid procedures motion
litigation (.3); tic with Independent Committee (.7).
01/27/11 Bonnie Steingart T/c w/lndependent Committee.
01/27/11 Matthew Roose Emails with IC re: summary of preliminary objections
and discovery issues (.3); lC call (.7); review materials
re: same (1.3).
01/27/11 Gabriel Libhart Independent Committee update call.
01/27/11 Gabriel Libhart Review notes from IC calls for minutes, o/c w/ M. Roose
re: same.
01/28/11 Matthew Roose Review and revise draft JC meeting minutes.
01/28/11 Gabriel Libhart Finalize drafts of minutes for Independent Committee
meetings.
01/30/11 Gabriel Libhart Review meeting notes.
01/31/11 Bonnie Steingart Review draft minutes.
01/31/11 Matthew Roose Attention to issues re: board meeting minutes.
01/31/11 Matthew Roose Review draft board minutes (.9); multiple emails re:
same (.2).
Total:
Hours Amount
0.50 485.00
1.90 1,843.00
1.50 1,650.00
0.50 500.00
1.20 696.00
0.10 58.00
0.80 464.00
1.00 1,100.00
0.70 679.00
2.30 1,334.00
0.70 322.00
0.70 322.00
1.10 638.00
1.00 460.00
0.70 322.00
1.10 1,067.00
1.50 870.00
1.10 638.00
18.40 13,448.00
Pg 85 of 151
Client: 0333221ndependent Comm of Bd ofTrustees of Innkeepers USA Trust
Time Detail
01/13/11 Matthew Roose Review exclusivity ex1ension (.3); review emails re:
same (.2).
01/18/11 Bonnie Steingart Review correspondence w/ court and Debtors (.3);
related follow-up (.8)
01/18/11 Matthew Roose Review letter to chambers requesting status conference.
01/19/11 Brad E. Scheler Review correspondence re: status conference (.3); calls
re: same (.7).
01/19/11 Bonnie Steingart Attend status conference (1.5); ole w/ Ubhart and Roose
re: same (1).
01/19/11 Bonnie Steingart Review materials for status conference.
01/19/11 Matthew Roose Attention to issues re: status conference (.3); follow-up
with Steingart re: status conference (.2).
01/19/11 Matthew Roose Review and revise summary of status conferences (.3};
emails with clients re: same (.2).
01/19/11 Gabriel Libhart Review recent filings and email correspondence (.6};
prepare for status conference (2.9).
01/19/11 Gabriel Libhart Attend status conference with Judge Chapman.
01/19/11 Gabriel Libhart Draft summary of status conference (1.7}; email re:
same (.1).
01/21/11 Gabriel Libhart Attention to case calendar.
01/26/11 Gabriel Libhart Attend Innkeepers hearing (.8); prepare summary re:
same (.2).
0'1126/11 Gabriellibhart Emails/calls re: Innkeepers hearing.
Total:
Hours Amount
0.50 290.00
1.10 1,067.00
0.30 174.00
1.00 1,100.00
2.50 2,425.00
1.20 1,164.00
0.50 290.00
0.50 290.00
3.50 1,610.00
1.50 690.00
1.80 828.00
0.20 92.00
1.00 460.00
0.50 230.00
16.10 10,710.00
Pg 86 of 151
Time Detail
01/03/11 Bonnie Steingart Review and revise bid procedures motion.
01103/11 Matthew Roose Review revised bid procedures motion.
01/04111 Brad E. Scheler Review motion (.9); calls w/ Steingart re: update (.9);
01/04111 Bonnie Steingart T/cs with Scheler re: bid procedures motion.
01/04/11 Bonnie Steingart Emails re: bid procedures motion (1.1); related follow-up
(.6).
01/04/11 Matthew Roose Tic with Anup re: update (.2); o/c with Scheler re: same
(.2); emails to IC and K&E re: same (.4); review revised
pleading (.8); ole with Steingart re: same (.4); ole with
Scheler re: same (.5); review and revise same (1.1);
emails with K&E, Moelis and Board re: same (.2}; tic
with Lennon re: same (.4).
01/05/11 Brad E. Scheler Review bid procedures motion (1.0); emails and tics
with Roose and Steingart re: same (1.0).
01/05111 Bonnie Steingart Review and revise bid procedures motion ( 1.8); tic with
01/05/11 Matthew Roose Tic with Sathy re: modifications to motion (.6); emails
and calls with Scheler and Steingart re: modifications
(.5); tic with Scheler re: same (.2).
01/06111 Bonnie Steingart Calls and emails w/ K&E re: bid procedures motion
01/06111 Matthew Roose Review further revised bid procedures motion.
01/07/11 Bonnie Steingart Review issues re: deal and revised papers.
01/07111 Matthew Roose T/c with Lennon re: update.
01/08/11 Brad E. Scheler Review and revise bid procedures motion, commitment
agreements and bid procedures (1.2); multiple tics and
emails re: same and update (1.8).
01/08/11 Alan Resnick Review revised motion for approval of Five Mile/Lehman
commitments, bid procedures, and related documents
(.7); review a draft of the New Party/Midland
Commitment (.2).
01/08/11 Matthew Roose Review bid procedures motion (.8); emails with team re:
same (.3).
01/09111 Brad E. Scheler Review and comment on bid procedures motion (1.1);
review term sheets (.8); tic with Ruisi, Roose, Steingart
re: same (.4); related follow up (.7).
Hours Amount
2.30 2,231.00
0.50 290.00
2.00 2,200.00
1.30 1,261.00
0.90 873.00
1.70 1,649.00
4.20 2,436.00
2.00 2,200.00
2.20 2,134.00
1.30 754.00
1.90 1,843.00
2.30 2,231.00
0.50 290.00
2.30 2,231.00
0.20 116.00
3.00 3,300.00
0.90 900.00
1.10 638.00
3.00 3,300.00
Pg 87 of 151
01/09/11 Bonnie Steingart Review and revise bid procedures motions (.8); multiple -2.40 -2,328.00
tics and emails re: same (.6}.
01/09/11 Bonnie Steingart Review and revise bid procedures motions (.8); multiple 2.40 2,328.00
tic and email re: same (1.6).
01/09/11 Bonnie Steingart Multiple tics and emails re: bid procedures motion. 0.80 776.00
01/09/11 Alan Resnick Review correspondence and submit! comments re: draft 0.40 400.00
of motion to approve bid procedures and Five
Mile/Lehman as stalking horse bidder.
01/09/11 Matthew Roose Review pleadings, declaration, commitment letters (1.6); 3.20 1,856.00
review and revise pleading (.5); tic with Scheler, Ruisi
and Steingart re: same (.4); multiple emails with Kirkland
re: same (.4}; tic with Lennon re: pleading (.3).
01/10/11 Brad E. Scheler Review bid procedures motion and related emails (1.3}; 2.00 2,200 .. 00
emails and tic with team re: same (.7}.
01/10/11 Bonnie Steingart Review issues regarding bid procedures motion, 2.10 2,037.00
Lehman cash out, and Midland financing.
01/10/11 Bonnie Steingart Review revisions to deal documents (2.4); ole with 3.20 3,104.00
Roose re: same (.8}.
01/10/11 Bonnie Steingart Review various issues related to bid procedures motion 2.30 2,231.00
(1.9); multiple o/cs with Roose re: same (.4).
01/10/11 Matthew Roose Ole with Steingart re: motion; commitment letter and 2.20 1,276.00
supporting papers (.8}; review termination events in
documents (.9}; emails to K&E re: same (.1); ole with
Steingart re: same ( .4).
01/11/11 Bonnie Steingart Review and revise bid procedures motion. 2.90 2,813.00
01/11/11 Bonnie Steingart Review Nov. 2010 Board Reporting Package. 1.20 1,164.00
01/12/11 Bonnie Steingart Review revised term sheets. 2.80 2,716.00
01/12/11 Alan Resnick Review revised motion to approve Five Mile/Lehman 0.50 500.00
stalking horse bid, bid procedures, and for other relief,
and reviewed related documents.
01/12/11 Alan Resnick Tic w/Bonnie Steingart and Matt Roose re: revised draft 0.30 300.00
motion to approve Five Mile/Lehman stalking horse bid,
bid procedures and for other relief.
01/12111 Alan Resnick Tic w/Brad Scheler, Bonnie Stein gar!, and Matt Roose 0.70 700.00
re: revised draft motion to approve Five Mile/Lehman
stalking horse bid, bid procedures and for other relief.
01/12/11 Matthew Roose Review revised bid procedures motion (.5}; review 4.90 2,842.00
revised commitment letter (.5}; review Five Mile-Lehman
Agreement (.4); review Five Mile-Midland Agreement
(.5); review related documents re: Five Mile bid (.8); ole
with Steingart re: same (.4); Uc with Resnick re: same
(.4); call with Steingart and Ruisi re: same (.3); tic with
Steingart and Anup re: same (.3); comments to motion
(.8).
01/12/11 Gabriel Libhart Review Moelis presentations. 1.50 690.00
01/12/11 Gabriel Libhart Review debtor/special servicer commitments. 0.50 230.00
Pg 88 of 151
01/13/11 Brad E. Scheler Tic with Steingart re: bid procedures motion {.7); related 1.00 1,100.00
follow up (.3).
01/13/11 Bonnie Steingart Review motion to extend exclusivity (.8); calls re: same 1.20 1,164.00
(.2); emails re: same (.2).
01/13/11 Bonnie Steingart Review revised documents {1.1); t/c w/ Scheler (.7); 2.60 2,522.00
01/13/11 Gabriel Libhart Draft chart comparing term sheet provisions. 8.50 3,910.00
01/14/11 Bonnie Steingart Tic and emails re: update and open issues. 1.40 1,358.00
01/14/11 Bonnie Steingart Review revisions to bid procedures motion (1.2); 2.90 2,813.00
multiple t/cs and emails re: same (1.7).
01/14/11 Bonnie Steingart Review revisions to Derrough declaration. 1.10 1,067.00
01/14/11 Bonnie Steingart Tics and emails w/ Debtors re final issues. 1.50 1,455.00
01/14/11 Alan Resnick Review revisions to the bidding procedures, motion to 0.40 400.00
approve bidding procedures and other relief, Lehman
Commitment Letter, Derrough declaration, and
Agreement Relating to Midland Commitment.
01/14/11 Matthew Roose Review revised stalking horse papers {.8); t/c with 2.10 1,218.00
Steingart re: same (.2); emails with Scheler re: open
issues (.2); emails with IC re: open issues (.3); multiple
tic and emails with K&E re: finalizing documents (.6).
01/14/11 Gabriel Libhart Draft chart comparing term sheet provisions. 3.40 1,564.00
01/15/11 Matthew Roose Emails re: final documents. 0.40 232.00
01/16/11 Brad E. Scheler Emails and calls re: open issues. 1.00 1,100.00
01/17/11 Bonnie Steingart Review final documents. 1.30 1,261.00
01/18/11 Matthew Roose Review chart of termination events (.3); o/c with Libhart 0.40 232.00
re: same (.1 ).
01/18/11 Gabriel Libhart Draft chart comparing term sheet provisions (4.1 ); ole w/ 4.20 1,932.00
01/23/11 Gabriel Libhart Emails w/ M. Roose re: recent filings. 0.30 138.00
Total: 98.80 80,178.00
Pg 89 of 151
Time Detail
01/07/11 Brad E. Scheler T/cs with counsel to 5 Mile, Lehman and Midland (1.3);
01/07/11 Bonnie Steingart Tics with counsel to 5 Mile, Lehman and Midland (1.3);
relatd follow-up (.6).
01111111 Brad E. Scheler Tic with Gottesman (.5); tic wl Steingart re: same (.4);
related follow up (.1 ); review and comment on bid
procedures motion (1.0).
01111/11 Bonnie Steingart Tic wl Scheler re: LNR (.4); ole w/ Roose re: same (.3);
tic wl LNR (.5); related follow-up (.5).
01/11/11 Matthew Roose Tic with Gottesman re: update.
01112/11 Brad E. Scheler Review creditor communications (.7); related follow up
(.3).
01/12/11 Bonnie Steingart Correspondence re: Ad Hoc Committee.
01/12/11 Bonnie Steingart Review LNR letter.
01117/11 Bonnie Steingart Review correspondence from Gottesman.
01117111 Matthew Roose Draft letter to Gottesman re: communication (.6); emails
with Scheler re: same (.2).
01/18111 Brad E. Scheler Review Gottesman correspondence (.2); call w/
Steingart (.5); ema!ls re: same (.3).
01/18/11 Bonnie Steingart T/c w/ Scheler re: Gottesman ltr (.6); review letter (.4);
Total:
Hours Amount
2.00 2,200.00
1.90 1,843.00
2.00 2,200.00
1.70 1,649.00
0.50 290.00
1.00 1,100.00
1.10 1,067.00
0.80 776.00
0.70 679.00
0.80 464.00
1.00 1,100.00
1.20 1,164.00
14.70 14,532.00
Pg 90 of 151
Time Detail
01/04/11 Gabriel Libhart Draft/revise Interim Fee Application; multiple calls and
o/cs with M. Roose re: same.
01/05/11 Gabriel Libhart Draft/revise Interim Fee Application.
01/07/11 Matthew Roose Review and revise FFHSJ fee application.
01/08/11 Alan Resnick Review and revise interim fee application.
01/11/11 Gabriel Libhart Review US Trustee and Local Guidelines re: expenses
in interim fee application.
01/12/11 Gabriel Libhart Call with Marc Carmel re: interim fee application
objection deadline.
01/14/11 Matthew Roose Finalize and file interim fee application.
01/14/11 Meryl Yang Prep first interim fee application for service and filing.
01/18/11 Matthew Roose Tic with US Trustee re: Interim Fee Applications (.1);
follow-up with Carmel and Steingart re: same (.2).
01/18/11 Meryl Yang File affidavit of service for first interim fee application.
01/26/11 Meryl Yang File December m o n t h ~ fee application.
01/28/11 Bonnie Steingart Review issues re: US Trustee objections.
Total:
Hours Amount
7.00 3,220.00
0.50 230.00
1.00 460.00
2.80 1,624.00
4.30 1,978.00
0.80 800.00
0.60 276.00
1.40 644.00
0.10 46.00
1.30 754.00
1.50 300.00
0.30 174.00
0.30 60.00
0.50 100.00
1.20 1,164.00
23.60 11,830.00
Pg 91 of 151
Matter: 00008 Litigation Relating to Plan Process
Time Detail
01/19/11 Gabriel Libhart Prepare chronological chart re: discovery.
01/19/11 Gabriel Libhart Attention to issues re: status conference/document
production/next steps.
01/20/11 Brad E. Scheler Review email correspondence re: upcoming litigation
and discovery issues (.6); related follow-up (.4).
01/20/11 Bonnie Steingart Follow-up from status conference (1.1); attention to
discovery issues (1.2).
01/20/11 Matthew Roose 0/c with Libhart re: discovery chronology (.4); review
and revise same (1.1).
01/20/11 Gabriel Libhart Prepare deposition chronological chart (6.4); ole with
01/21/11 Brad E. Scheler Tic with Steingart re: discovery issues (.4); review
related correspondence (.6).
01/21/11 Bonnie Steingart Review issues re: document requests (1.0); o/c with
Roose and Libhart re: same (.2).
01/21/11 Bonnie Steingart T/c w/Debtors re: discovery.
01/21/11 Bonnie Steingart T/c w/ Scheler re: discovery issues (.4); review related
issues (.5).
01/21/11 Matthew Roose Attention to issues re: discovery ( 1.1 ); tic with Steingart
and Anup re: same (.3); o/c with Steingart and Libhart
re: same (.2).
01/21/11 Gabriel Libhart 0/c with Roose and Steingart re depositions/process
(.2); related follow up (.2).
01/21/11 Gabriel Libhart Prepare deposition chronological chart.
01/22/11 Bonnie Steingart Review documents requests (1.2); tics re: same (.4);
related follow-up (.1 ).
01/22/11 Matthew Roose Review discovery requests (.8); tic with K&E re:
discovery (.4); emails re: same (.1).
01/22/11 Gabriel Libhart Draft doc prod request ccmparison chart.
.'
01/22/11 Gabriel Libhart Call with Kirkland re: document production requests.
01/23/11 Matthew Roose Reviewand revise chronology.
01/24/11 Matthew Roose Attention to issues re: discovery ( 1.3); review and revise
chronology (.6).
01/24/11 Gabriel Libhart Attention to document production requests.
01/24/11 Gabriel Libhart Ole with M. Roose re: production/depositions.
01/24/11 Gabriel Libhart Revise chronological chart.
01/25/11 Brad E. Scheler Review correspondence (.3); attention to issues re:
discovery/deposition (.7).
01/25/11 Matthew Roose Attention to issues re: discovery.
Hours Amount
3.60 1,656.00
0.20 92.00
1.00 1,100.00
2.30 2,231.00
1.50 870.00
6.80 3,128.00
1.00 1,100.00
1.20 1,164.00
0.50 485.00
0.90 373.00
1.60 928.00
0.40 184.00
9.90 4,554.00
1.70 1,649.00
1.30 754.00
2.10 966.00
0.40 184.00
3.50 2,030.00
1.90 1,102.00
1.50 690.00
0.50 230.00
5.30 2,438.00
1.00 1,100.00
0.60 348.00
Pg 92 of 151
01/25/11 Gabriel Libhart Revise deposition chronological chart/outline. 4.80 2,208.00
01/25/11 Natalie C. Spano Coordinated with client and associates on data 0.50 132.50
collection.
01/26/11 Bonnie Steingart Review preliminary objections. 2.60 2,522.00
01/26/11 Bonnie Steingart Review memo re: standing of Appaloosa and LNR. 0.70 679.00
01/26/11 Bonnie Steingart Review issues re: discovery. 0.40 388.00
01/26/11 Gabriel Libhart Review Appaloosa and LNR standing filings. 1.30 598.00
01/26/11 Gabriel Libhart Attention to issues re: document collection. 4.50 2,070.00
01/27/11 Bonnie Steingart Attention to issues re: document requests and 1.50 1.455.00
discovery.
Oi/27/11 Bonnie Steingart Attention to discovery issues. 0.30 291.00
01/27/11 Matthew Roose Attention to issues re: discovery and document 1.10 638.00
collection.
01/27/11 Gabriel Libhart Review process letter, 1109(b) motions, preliminary 3.00 1,380.00
objections (1.5); summary email to team re: same (1.5).
01/27/11 Gabriel Libhart Review deposition notice from Ad Hoc Committee, o.so 414.00
emails and calls re: document production.
01/27/11 Leo Roymisher Processing PST file for Bernard Zuroff through Law and 3.00 795.00
updating to Concordance
01/28/11 Bonnie Steingart Tic with K&E re: various issues re: discovery. 0.60 582.00
01/28/11 Bonnie Steingart Review issues re: discovery and deposition notices. 0.90 873.00
01/28/i 1 Bonnie Steingart Review documents. 1.90 1,843.00
01/28/11 Matthew Roose Calls and emails re: stalking horse discovery (1.1); 1.30 754.00
related follow-up ( .2).
01/28/11 Jon Finelli 0/cs with M. Roose and G. Libhart re: motion to approve 0.50 275.00
bidding procedures.
01/28/11 Jon Finelli Review motion to approve bidding procedures, 3.00 1,650.00
commitment letter, term sheet, and related filings.
01/28/11 Gabriel Libhart Email re: summary of Deposition Notices. 0.20 92.00
01/28/11 Gabriel Libhart Document review. 5.20 2,392.00
01/28/11 Gabriel Libhart Call with Kirkland re: document production/depositions. 0.10 46.00
01/29/11 Matthew Roose Review and revise issue list for discovery. 1.10 638.00
01/29/11 Jon Finelli Review preliminary objections from 6 parties. 1.30 715.00
01/29/11 Jon Finelli Draft summary chart summarizing preliminary list of 2.50 1,375.00
objections to Bid Procedures motion.
01/29/11 Jon Finelli Continue drafting summary chart of preliminary 3.00 1,650.00
objections.
01/30/11 Matthew Roose Review and revise issue list for discovery. 1.50 870.00
01/30/11 Matthew Roose Draft responses and objection to document requests. 3.50 2,030.00
01/30/11 Jon Finelli Review and revise summary chart of preliminary 3.00 '1,650.00
objections and continue drafting re: same. Emails with
M. Roose and G. Libhart.
Pg 93 of 151
Client 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust
01/30/11 Jon Finelli Complete drafting summary chart of objections; 2.80 1,540.00
research re: same and email re: same.
01/30/11 GabrieJ Libhart Document review. 0.50 230.00
01/31/11 Bonnie Steingart Review issues re: doc. reqs. 1.20 1,164.00
01/31/11 Matthew Roose Review and revise document notice responses (1.1); 2.80 1,624.00
review and revise preliminary objection chart (1.5); tic
with Finelli re: sa_me (.2).
01/31/11 Matthew Roose Review documents for production. 1.10 638.00
01/31/11 Jon Finelli Review deposition notices and discovery requests and 2.80 1,540.00
review responses to discovery requests re: same;
related follow up with M. Roose re: same.
01/31/11 Jon Finelli Review and revise preliminary objections chart (3.1 ); 3.50 1,925.00
follow up with M. Roose (.2) and emails to Board re:
same (.2).
01/31/11 Jon Finelli Research re: preliminary objections. 0.50 275.00
01/31/11 Gabriel Libhart Document review (4.7); multiple calls and emails re: 5.10 2,346.00
same (.4).
01/31/11 Gabriel Libhart Document review (4.3), multiple calls and emails re: 5.20 2,392.00
same (.9).
01/31/11 Leo Roymisher Processing PST files received from Forensic collection 3.00 795.00
Total: 139.60 78,182.50
Pg 94 of 151
Time Detail
02/01/11 Bonnie Steingart Multiple tics wth clients re: various issues.
02/04111 Brad E. Scheler Tic with clients re: open issues (.9); ole w/ Steingart re:
same (.7) related follow up (.4).
02/04/11 Bonnie Steingart T/cs with clients (.9); ole wt Scheler (.7); related follow
up (.3).
02/07111 Brad E. Scheler Tic with L. Ruisi (.3); attention to open issues (1.7).
02/07/11 Bonnie Steingart Tic with L. Ruisi.
02/08/11 Brad E. Scheler Tic with clients re: open issues (.5); olcwl Steingart (.7);
02/08/11 Bonnie Steingart Tic with clients (.5); ole w/ Scheler (.7).
02/09/11 Bonnie Steingart Prepare materials for Independent Committee re: joint
bids.
02/10111 Brad E. Scheler Tic with L. Ruisi (.9); related follow up (.1).
02110111 Bonnie Steingart Tic with L. Ruisi.
02115111 Brad E. Scheler Attention to issues re: Five Mile/Lehman ltr (.4); calls
and emails wl L. Ruisi re: same. (.6).
02116111 Gabriel Libhart Email to clients re: revised Five Mile/Lehman offer.
02/17/11 Brad E. Scheler Review letter (.8); call with B. Steingart and L. Ruisi re:
Five Mile/Lehman letter (.7); related follow up (.5).
02/17/11 Bonnie Steingart Review Five Mile/Lehman letter (.5); discuss with L.
Ruisi (.7); related follow up (.4).
02/24/11 Brad E. Scheler Attention to issues re: depositions (2.0); review chart of
issues (.5); call with Ruisi re: same (.5).
02125/11 Brad E. Scheler Tic with L. Ruisi re: Five Mile/Lehman letter and related
follow up {1.5); calls re: same (.5).
02/28/11 Matthew Roose T/cs with L. Ruisi re: update.
Total:
Hours Amount
1.80 1,746.00
2.00 2,200.00
1.90 1,843.00
2.00 2,200.00
0.30 291.00
1.50 1,650.00
1.20 1,164.00
1.30 1,261.00
1.00 1,100.00
0.90 873.00
1.00 1,100.00
0.50 230.00
2.00 2,200.00
1.60 1,552.00
3.00 3,300.00
2.00 2,200.00
0.40 232.00
24.40 25,142.00
Pg 95 of 151
Time Detail
02/01/11 Brad E. Scheler Review Moelis materials (.2); Board call and related
follow up (1.8).
02/01/11 Matthew Roose Board call (.7); follow up call with L. Ruisi and A. Sathy
(.3); attention to issues re: board minutes (1.1 ).
02/01111 Gabriel Libhart Board call (.7); follow up call with L. Ruisi and A. Sathy
(.3).
02/02/11 Brad E. Scheler Review Moelis materials for 2/1 Board meeting and
related follow up with team.
02102/11 Bonnie Steingart Review draft minutes to meetings of the Board and
meetings of the Independent Committee (. 7); ole with M.
02102/11 Matthew Roose Review and revise board minutes (.7); ole with B.
Steingart re: same (.2).
02/03111 Brad E. Scheler Review of Board of Trustees and Independent
Committee minutes.
02/04/11 Bonnie Steingart Review draft minutes to meetings of the Board and
meetings of the Independent Committee.
02/05111 Alan Resnick Review draft minutes to meetings of the Board and of
meeting of the Independent Committee.
02/07111 Bonnie Steingart Review minutes (1.6); tic with M. Carmel (.5) and related
follow up (.2).
02/07111 Matthew Roose Emafls with M. Carmel re: comments to Board minutes.
02/07111 Matthew Roose Review revised minutes (.5); emails with Independent
Committee re: same (.2).
02108/11 Bonnie Steingart Review December Board reporting package.
02/08111 Matthew Roose Board meeting (.4); follow up calls with F. Kleisner (.2).
02/09111 Brad E. Scheler Attention to issues re: Board meetings.
02/10/11 Bonnie Steingart Review materials re: Board.
02117/11 Matthew Roose Attention to issues re: 2/18 Board meeting (.5); review
materials re: Board meeting (1.1).
02/18/11 Brad E. Scheler Attend Board of Trustees meeting (2.8); meeting with
Independent Committee (1.2).
02/18/11 Bonnie Steingart Meeting with Independent Committee (1.2); related
follow up (.3).
02/18/11 Bonnie Steingart Attend Board meeting.
02/21/11 Brad E. Scheler Review minutes of Board of Trustees meeting and
related follow up.
Total:
Hours Amount
2.00 2,200.00
2.10 1,218.00
1.00 460.00
1.00 1,100.00
0.90 873.00
0.90 522.00
1.00 1,100.00
1.20 1,164.00
0.80 800.00
2.30 2,231.00
0.40 232.00
0.70 406.00
0.50 485.00
0.60 348.00
1.00 1,100.00
1.00 970.00
1.60 928.00
4.00 4,400.00
1.50 1,455.00
2.80 2,716.00
1.00 1.100.00
28.30 25,808.00
Pg 96 of 151
Time Detail
Timekeeper Description
02/08/11 Matthew Roose Attend discovery status conference (2.0); emails to team
re: same (.5); related follow up (.5).
Total:
3.00 1,740.00
3.00 1,740.00
Pg 97 of 151
Time Detail
02/01/11 Bonnie Steingart Review marketing and process letter.
02/01/11 Bonnie Steingart Tic with Debtors re: open issues.
02/15/11 Gabriel Libhart Review revised Five Mile/Lehman offer; emai!s re:
same.
02/16/11 Brad E. Scheler Review revised Five MileiLehman bid and related follow
up.
02/16/11 Gabriel Libhart Review Lehman letter. (.6}; related follow up (.4).
02/23/11 Brad E. Scheler Review of K&E response to Five Mile/Lehman letter (.8);
02/24/11 Matthew Roose Call with Z. Jamal re: update (.2); emails with team re:
same (.2).
02/25111 Matthew Roose Attention to issues re: Five Mile/Lehman letter (.3); tics
with B. Scheler re: same (.5).
02/28/11 Brad E. Scheler Tic with Debtors (.3}; ole with B. Steingart and M. Roose
re: update to stalking horse motion (.4); related follow up
(.3).
02/28/11 Bonnie Steingart Tic with Debtors (.3); ole with Scheler/Roose (.4);
attention to issues re: same (.7).
02/28/11 Matthew Roose 0/c with B. Scheler and B. Steingart re: update (.4); tic
with A. Sathy re: update {.3); attention to issues re:
Board meeting (.2).
Total:
Hours Amount
1.20 1,164.00
0.70 679.00
1.00 460.00
1.00 1,100.00
1.00 460.00
1.00 1,100.00
0.40 232.00
0.80 464.00
1.00 1,100.00
1.40 1,358.00
0.90 522.00
10.40 8,639.00
Pg 98 of 151
Time Detail
02/01/11 Gabriel Libhart T/c with objectors and K&E re: process for depositions.
02/04/11 Bonnie Steingart Review correspondence for Ad Hoc Committee.
02/04/11 Matthew Roose Review expression of interest of Ad Hoc Committee (.5);
email summary to Independent Committee re: same
(.4).
02/06/11 Brad E. Scheler Attention to issues re: Ad Hoc Committee.
02/09/11 Matthew Roose Research issues M. Bienenstock raised with B. Scheler
re: Ad Hoc Committee (1.9); email summary of same to
B. Scheler (.5).
02/10/11 Matthew Roose Attention to emails from Ad Hoc Committee re:
Independent Committee production (.3); t/c with G.
Mastoris re: same (.2).
Total:
Hours Amount
0.60 276.00
0.90 873.00
0.90 522.00
1.00 1,100.00
2.40 1,392.00
0.50 290.00
6.30 4,453.00
Pg 99 of 151
Time Detail
02/18/11 Matthew Roose Review reservation of rights re: FFHSJ fee application
and monthly bill (1.1 ); emails to team re: same (.4).
Total:
1.50 870.00
1.50 870.00
Pg 100 of 151
Time Detail
02/01/11 Bonnie Steingart Conference call re: discovery; related follow up.
02/01/11 Matthew Roose Attention to issues re: discovery (1.2); call with objectors
and K&E re: discovery (.6); follow up call with K&E (.4);
review and revise deposition preparation materials (2.1 ).
02/01/11 Jon Finelli Review documents in preparation for document
production.
02/01/11 Gabriel Libhart Document review (12.2); calls/emails re: same (1.7).
02/01/11 Natalie C. Spano Coordinated with G. Libhart on document review and
production.
02/02/11 Bonnie Steingart Review issues re: Kleisner production (1.1 ); review
documents (.6).
02/02/11 Bonnie Steingart Review draft objection to discovery requests (.5); ole
with Roose re: same (.3).
02/02/11 Matthew Roose Draft discovery production letters (.8); o/c with Steingart
re: same (.3)
02/02/11 Matthew Roose Document review (8.3); multiple tic and emails with B.
Steingart (.5); multiple tic and emails with K&E (.5).
02/02/11 Matthew Roose Discovery calL
02/02/11 Jon Finelli Document review.
02/02/11 Jon Finelli Draft and review and revise confidentiality agreement
with Morgans Hotel (2.0); follow up with M. Roose re:
same (.5) and emails with team re: same (.3).
02/02/11 Jon Finelli Draft letters re: discovery requests.
02/02/11 Jon Finelli Follow up with team re: discovery issues (.4); emails re:
same (.2).
02/02/11 Gabriel Libhart Document review (13.5}; calls/emails re: same (3.1).
02/02/11 Gabriel Ubhart Revise deposition calendar.
02/02/11 Cedrick Mendoza Tolentino Draft letter re: discovery (2.1) and email re: discovery
order (1.5).
02/02/11 Meryl Yang Revise calendar of depositions.
02/02/11 Natalie C. Spano Conference call re: document and email collection and
review.
02/03/11 Bonnie Steingart Review confidentiality agreement.
02/03/11 Bonnie Steingart Prepare responses to document request.
02/03/11 Matthew Roose Review and revise discovery letters (.7);
response/objections re: same (.6).
02/03/11 Matthew Roose Review and redact documents (4.6); multiple o/c and
email with B. Steingart (.9).
Hours Amount
1.40 1,358.00
4.30 2,494.00
7.30 4,015.00
13.90 6,394.00
0.40 106.00
1.70 1,649.00
0.80 776.00
1.10 638.00
9.30 5,394.00
0.70 406.00
5.30 2,915.00
2.80 1,540.00
1.30 715.00
0.60 330.00
16.60 7,636.00
0.30 138.00
3.60 1,422.00
1.00 200.00
0.60 159.00
1.10 1,067.00
0.80 776.00
1.30 754.00
5.50 3,190.00
Pg 101 of 151
02/03/11 Matthew Roose Document review (5.5); multiple meetings with team 7.50 4,350.00
(1.2); multiple calls with K&E (.8).
02/03/11 Jon Finelli Follow up with B. Steingart and M. Roose re: Morgans 0.50 275.00
confidentiality agreement (.4); email to Morgans re:
same (.1).
02/03/11 Jon Finelli Revise email to requesting parties re: discovery. 0.30 165.00
02/03/11 Jon Finelli Document review. 4.50 2,475.00
02/03/11 Jon Finelli Revise discovery letters. 0.40 220.00
02/03/11 Jon Finelli Document review. 5.80 3,190.00
02/03/11 Gabriel Ubhart Document review (9.3); calls/emalls re: same (2.9). 12.20 5,612.00
02/03/11 Cedrick Mendoza-Tolentino Document review (6.5}; revise letters to opposing 9.10 3,594.50
counsel re: same (2.6).
02/04/11 Bonnie Steingart Prepare materials for Independent Committee re: 1.30 1,261.00
discovery letters.
02/04/11 Matthew Roose Review documents (3.5); revise letters, objections and 6.00 3,480.00
responses (1.3); finalize document production (1.2).
02/04/11 Matthew Roose Review second document production (1.1); draft 1.50 870.00
summary of documents (.4).
02/04/11 Jon Finelli Meeting with team re: depositions and discovery tasks 1.00 550.00
(.7); follow up re: same (.3).
02/04/11 Jon Finelli Review discovery (.5); prepare chronology re: same 3.00 1,650.00
(2.5).
02/04/11 Jon Finelli Prepare chronology, 1.00 550.00
02/04/11 Gabriel Libhart Document review (7.5); calls/emails re: same (2.4). 9.90 4,554.00
02/04/11 Cedrick Mendoza-Tolentino Document review. 10.80 4,266.00
02/04/11 Leo Roymisher Process and import to Concordance 2 CD's with 5.50 1,457.50
documents for future review, process 2 PST and loose
files receive.d from another custodian and upload it to
Concordance.
02/04/11 Natalie C. Spano Created FTP site and login information as perM. 6.30 1,669.50
Roose's request; prepare documents for production and
review; ran queries as per G. Libhart's request; created
log as per G. Libhart's request.
02/05/11 Matthew Roose Review documents (2.3); email with K&E re: document 3.40 1,972.00
issues (.4); multiple emails with team re: document
issues (. 7).
02/05/11 Jon Finelli Draft and revise chronology. 2.50 1,375.00
02/05/11 Gabriel Libhart Calls/emails re: client production. 0.50 230.00
02/05/11 Leo Roymisher Process Kirkland FTP upload for review in 1.00 265.00
Concordance.
02/06/11 Matthew Roose Review documents (4.2); tic with K&E re: open issues 4.70 2,726.00
(.5).
Pg 102 of 151
I> ate Timekeeper Description Hours Amount
02106/11 Jon Finelli Draft and revise chronology. 3.20 1,760.00
02/06/11 Jon Finelli Review and revise chronology. 4.20 2,310.00
02/06/11 Gabriell.ibhart Emails re: document production. 0.50 230.00
02/06/11 Leo Roymisher Process Midland FTP upload for review in Concordance. 1.00 265.00
02/07/11 Bonnie Steingart Review revised documents. 1.90 1,843.00
02/07/11 Bonnie Steingart Review Midland motion re: production order. 0.50 485.00
02/07/11 Matthew Roose Review documents (1.5); review Independent 2.50 1,450.00
Committee production documents (1.0).
02/07/11 Matthew Roose Review and revise Ruisi deposition prep chart. 3.20 1,856.00
02/07/11 Matthew Roose Meeting with team re: update (.3}; related follow up {.1). 0.40 232.00
02/07/11 Matthew Roose Review Midland's motion for protective order (.4); emaiis 0.60 348.00
with B. Steingart re: same (.2}.
02/07/11 Jon Finelli Review and revise chronology (.5); review document 3.00 1,650.00
production (2.5).
02/07/11 Jon Finelli Meeting wit'1 team re: discovery; related follow up re: 0.50 275.00
same.
02/07/11 Jon Finelli Review document production from Debtors (2.5); emails 3.50 1,925.00
and Uc with team re: same ( 1.0).
02/07/11 Jon Finelli Review Debtors' document production; related follow up. 4.00 2,200.00
02/07/11 Gabriel Libhart Document review (7.0); prepare production (3.5). 10.50 4,830.00
Oi/07/11 Gabriel Libhart Draft privilege log. 2.90 1,334.00
02/07/11 Steven Starr Review documents from Five Mile production. 4.40 1,738.00
02/07/11 Cedrick Mendoza-Tolentino Document review (9.7); edit and revise letters (.9); 12.50 4,937.50
update deposition calendar (.2); prepare document
production (1.7).
02/07/11 Natalie C. Spano Create privilege log as per G. Libhart's request. 0.70 185.50
02/08/11 Bonnie Steingart Review Ruisi document production. 1.50 1,455.00
02/08/11 Bonnie Steingart Review documents produced by objectors. 2.30 2,231.00
02/08/11 Matthew Roose Review productions from Debtors, Midland, Five Mile 3.50 2,030.00
and other objectors.
02/08/11 Matthew Roose Review Independent Committee production. 2.50 1,450.00
02/08/11 Jon Finelli Review discovery from Debtors, Five Mile and Midland. 5.00 2,750.00
02/08/11 Jon Finelli Review discovery from Debtors (4.0); related follow up 4.50 2,475.00
with team re: same (.5).
02/08/11 Gabriel Libhart Review documents for production. 12.90 5,934.00
02/08/11 Gabriel Libhart Revise privilege log for document production. 2.10 966.00
02/08/11 Steven Starr Review of documents from Five Mile production. 4.80 1,896.00
02108/11 Cedrick Mendoza-Tolentino Document review (11.9); review document production 13.10 5,174.50
letters (1.2).
Pg 103 of 151
02/08/11 Joseph Chan Download received productions from various FTP sites 7.00 1,855.00
and import into received productions databases; import
native files to LAW database; batch process tiffing and
OCRing; manually tiffing out documents with exceptions
errors; exporting as single page tiff images with
Concordance load files; loading into Concordance
database for review; running production of res
documents and bates stamping with custodian
information and confidentiality stamping along with
numbers.
02/09/11 Bonnie Steingart Review preliminary objections. 2.20 2,134.00
02/09/11 Matthew Roose Review Independent Committee production. 2.20 1,276.00
02/09/11 Matthew Roose Review final production from Debtors, Five Mile, 3.20 1,856.00
Lehman and Midland.
02/09/11 Matthew Roose Review and revise Ruisi deposition preparation chart 4.10 2,378.00
(3.6); multiple t/c and emails with S. Starr re: same (.5).
02/09/11 Matthew Roose Review supplemental declarations. 1.50 870.00
02/09/11 Jon Finelli Review and revise chronology (2.1); meeting with team 3.80 2,090.00
re: same (1.7).
02109/11 Jon Finelli Review discovery from Debtors, Five Mile and Midland. 4.80 2,640.00
02/09/11 Gabriel Ubhart E-mails re: document production/depositions. 0.40 184.00
02/09/11 Gabriel Libhart Review documents for production/deposition 8.20 3,772.00
preparation.
02109/11 Gabriel Libhart Revise outline for Ruisi deposition. 4.10 1,886.00
02/09/11 Steven Starr Document review for Ruisi deposition. 3.80 1,501.00
02/09/11 Cedrick Mendoza-Tolentino Revise deposition calendar. 0.20 79.00
02/09/11 Cedrick Mendoza-Tolentino Revise document production letters. 1.00 395.00
02/09/11 Cedrick Mendoza-Tolentino Review motions and pleadings re: hearing. 1.20 474.00
02/09/11 Cedrick Mendoza-Tolentino Prepare chart re: term sheet. 7.10 2,804.50
02/09/11 Cedrick Mendoza-Tolentino Revise chronology. 4.60 1,817.00
02/09/11 Joseph Chan Download received productions from various FTP sites 3.50 927.50
by counsel; manipulate load files and load into received
productions database for review.
02/10/11 Bonnie Steingart Prepare for Ruisi prep. 1.20 1,164.00
02/10/11 Bonnie Steingart Review declarations of R. Greenspan and W. Darrough. 1.40 1,358.00
02/10/11 Matthew Roose Review and revise Ruisi deposition preparation chart 5.70 3,306.00
(3.2); meeting with B. Steingart and G. Libhart re: same
( 1.2); review preparation chart and document production
(1.3}.
02/10/11 Matthew Roose Review supplemental declarations (.9}; multiple o/c with 1.80 1,044.00
B. Steingart re: same (.5}; t/c with K&E re: same (.4}.
02/10/11 Matthew Roose Review and revise issues list for deposition preparation 1.40 812.00
(1.1 ); emails with G. Libhart re: same (.3).
02/10/11 Matthew Roose Review chart re: Debtor Commitment Letter . 1.20 696.00
Pg 104 of 151
02/10/11 Matthew Roose Tic with Paul Weiss re: Apollo production. 0.40 232.00
02/10/11 Jon Finelli Draft supplement to chronology. 2.00 1,100.00
02/10/11 Jon Finelli Emails re: chronology (.3); follow up re: same (.2). 0.50 275.00
02/10/11 Jon Finelli Review declaration of Trimont and company financials. 0.50 275.00
02/10/11 Gabriel Libhart Deposition preparation (9.1); ca!ls/e-mails re: same 11.20 5,152.00
{2.1).
02/10/11 Steven Starr Prepare documents for deposition preparation. 8.30 3,278.50
02/10/11 Cedrick Mendoza-Tolentino Revise chronology and related documents for deposition 7.70 3,041.50
preparation.
02/10/11 Cedrick Mendoza-Tolentino Research common interest doctrine. 1.90 750.50
02/10/11 Joseph Chan Create new user account for FF FTP site; downloading 2.50 662.50
received productions from FTP site and load into
received productions database.
02/11/11 Brad E. Scheler Meeting with L. Ruisi for deposition preparation (.3); 1.00 1,100.00
review related materials (.7).
02/11/11 Bonnie Steingart Meeting with L. Ruisi re: deposition preparation (4.5); 5.90 5,723.00
related follow up (1.4}.
02/11/11 Bonnie Steingart Prepare for Ruisi prep. 2.40 2,328.00
02/11/11 Bonnie Steingart Attention to issues re: document production. 0.60 582.00
02/11/11 Matthew Roose Prepare for L. Ruisi deposition (1.1); L. Ruisi deposition 6.00 3,480.00
preparation session {4.5); related follow up (.4).
02/11/11 Matthew Roose Review Apollo production (2.8); related follow up (.4). 3.20 1,856.00
02/11/11 Jon Finelli Review Apollo production. 1.80 990.00
02/11/11 Gabriel Libhart Meet with L. Ruisi re: deposition (4.5); related follow up 4.80 2,208.00
(.3).
02/11/11 Gabriel Libhart Review Apollo production (3.5); attend to issues re: 4.70 2,162.00
same (1.2).
02/11/11 Steven Starr Review of Apollo documents. 0.40 158.00
02/11/11 Cedrick Mendoza-Tolentino Document review (Apollo production). 1.30 513.50
02/11/11 Leo Roymisher Download 2 productions from Paul Weiss FTP site; 2.40 636.00
correct provided material to fit FF environment and
upload to Concordance for review.
02/12/11 Bonnie Steingart Review documents (1.8); related follow up (.6). 2.40 2,328.00
02/12/11 Matthew Roose Tic with B. Steingart re: document production. 0.30 174.00
02/13/11 Brad E. Scheler Calls and emails re: document production and 2.00 2,200.00
depositions (1.3); related follow up (.7}.
02/13/11 Matthew Roose Attention to issues re: document production (1.9); t/c 2.60 1,508.00
with K&E re: same (.3); follow up calls with team re:
same (.2); follow up call with J. Landis re: same (.2).
02/13/11 Matthew Roose Prepare summary of Commitment Letter (.9); emails to 1.30 754.00
B. Steingart re: same (.4).
02/13/11 Gabriel Libhart Prepare for depositions. 2.50 1,150.00
02/14/11 Brad E. Scheler Follow up re: Derrough deposition and litigation update. 1.00 1,100.00
Pg 105 of 151
02/14/11 Bonnie Steingart Attend deposition of W. Darrough. 7.90 7,663.00
02/14/11 Matthew Roose Attention to issues re: W. Darrough deposition (1.7); 2.30 1,334.00
emails with B. Steingart re: issues (.6).
02/14/11 Matthew Roose Document review (2.3); attention to issues re: document 4.70 2,726.00
production (1.1); revise L. Ruisi materials re: deposition
preparation (1.3).
02/14/11 Jon Finelli Review declarations. 2.00 1,100.00
02/14/11 Gabriel Libhart Follow up re: deposition of W. Darrough. 1.00 460.00
02/14/11 Steven Starr Review Apollo production. 0.40 158.00
02/14/11 Cedrick Mendoza-Tolentino Document review regarding Apollo production. 0.60 237.00
02/15/11 Bonnie Steingart Meeting with L. Ruisi re: deposition prep. 2.50 2,425.00
02/15/11 Bonnie Steingart Defend deposition of L. Ruisi (7.0); related follow up (.5). 7.50 7,275.00
02/15/11 Bonnie Steingart Review issues re: protective order. 0.50 485.00
02/15/11 Matthew Roose Attend L. Ruisi deposition (7.0); deposition preparation 10.90 6,322.00
(3.0); related follow up (.9).
02/15/11 Gabriel Libhart Follow up on Darrough deposition. 1.80 828.00
02/15/11 Gabriel Libhart Document review (1.7); em ails re: same (.3). 2.00 920.00
02/15/11 Gabriel Libhart Email re: Midland protective order. 0.60 276.00
02/15/11 Cedrick Mendoza-Tolentino Review L. Ruisi deposition transcript. 3.70 1,461.50
02/16/11 Brad E. Scheler T/c with M. Roose re: depositions (.5); attention to 1.00 1,100.00
issues re: same (.5).
02/16/11 Bonnie Steingart Attend M. Beilinson deposition. 6.40 6,208.00
02/16/11 Matthew Roose Prepare for S. Hewes deposition {.7); attendS. Hewes 4.60 2,668.00
deposition {3.0); emaifs re: same (.4); tic with B. Scheler
re: same (.5).
02/16/11 Matthew Roose Follow up from L. Ruisi deposition (1.3); o/c with G. 1.50 870.00
Libhart re: depositions (.2).
02/16/11 Jon Finelli Attend K. Semon deposition. 5.60 3,080.00
02/16/11 Gabriel Libhart Ole with M. Roose re: depositions. 0.20 92.00
02/16/11 Gabriel Libhart Review L. Ruisi deposition for privilege. 2.80 1,288.00
02/16/11 Gabriel Libhart Review L. Ruisi deposition for open issues. 1.70 782.00
02/17/11 Matthew Roose Review W. Derrough and M. Belinson deposition 2.10 1,218.00
transcripts.
02/17/11 Gabriel Libhart Follow up re: deposition transcripts/review same. 1.20 552.00
02/17/11 Gabriel Libhart Review transcripts for open issues (2.1 ); emails re same 3.10 1,426.00
(.5); prepare chart re: same (.5).
02/22/11 Matthew Roose Review R. Abersold deposition transcript. 1.20 696.00
02/23/11 Bonnie Steingart Review deposition transcripts. 2.30 2,231.00
02/23/11 Matthew Roose Review M. Lascher and R. Greenspan deposition 2.10 1,218.00
transcripts.
02/24/11 Matthew Roose Attention to issue re: protective order for objections. 0.30 174.00
02/24/11 Cedrick Mendoza-Tolentino Review emails regarding objections to bid procedures. 0.10 39.50
Pg 106 of 151
02/25/11 Matthew Roose Attention to witness lists (.5); stalking horse motion 1.60 928.00
objections ( 1.1 ).
02/25/11 Matthew Roose T/c with J. Landis re: depositions and hearing 0.30 174.00
preparation.
02/25/11 Cedrick Mendoza-Tolentino Review objections re: stalking horse motion. 0.70 276.50
02/25/11 Cedrick Mendoza-Tolentino Prepare chart of objections re: stalking horse motion. 4.20 1,659.00
02/26/11 Matthew Roose Review deposition transcripts of R. Greenspan and K. 3.10 1,798.00
Semon.
02/26/11 Matthew Roose Review objections to stalking horse motion. 1.50 870.00
02/26/11 Cedrick Mendoza-Tolentino Prepare objections chart re: stalking horse motion. 3.40 1,343.00
02/26/11 Cedrick Mendoza-Tolentino Prepare list of witnesses re: hearing on stalking horse 0.50 197.50
motion.
02/27/11 Matthew Roose Review objections to stalking horse motion (2.8); review 3.70 2,146.00
and revise summar; re: same (.9).
02/27/11 Gabiiel Libhart Review and revise objections chart. 3.40 1,564.00
02/27/11 Cedrick Mendoza-Tolentino Attention to issues re: objections. 1.80 711.00
02/28/11 Bonnie Steingart Review materials for Independent Committee. 2.50 2,425.00
02/28/11 Bonnie Steingart Review objections to stalking horse motion. 3.10 3,007.00
02/28/11 Matthew Roose Review L. Ruisi deposition transcript for errata form. 3.30 1,914.00
02/28/11 Matthew Rooi;e Review and revise objections chart to stalking horse 1.80 1,044.00
motion.
02/28/11 Gabriel Ubhart Attention to issues re: SHM objections. 4.20 1,932.00
Total: 596.50 319,118.50
Pg 107 of 151
Time Detail
03/01/11 Matthew Roose Emails with F. Kleisner re: stalking horse motion
objections.
03/01/11 Matthew Roose Tic with L. Ruisi and A. Sathy re: updates.
03/01/11 Matthew Roose Prepare and revise summary chart of objections ( 1. 7);
emails to Independent Committee re: same (.1 }.
03/02/11 Brad E. Scheler T/cs with L. Ruisi (1.2); related follow up (.8).
03/02/11 Bonnie Steingart T/cs with L. Ruisi (1.2} and related follow up (1.3).
03/03/11 Matthew Roose Multiple tic and emails re: revised Five Mile/Lehman
offers (.7); emails and tic with B. Scheler and B.
Steingart re: same (.5); emails with Independent
Committee re: same (.3).
03/04/11 Gabriel Ubhart T/c with L. Ruisi re: L. Ruisi declaration.
03i05/11 Gabriel Ubhart T/c with B. Zuroff re: update.
03109/11 Bonnie Steingart Meeting with M. Roose and L. Ruisi re: revised bid.
03/09/11 Matthew Roose Meeting with B. Steingart and L. Ruisi re: revised bid.
03/10/11 Brad E. Scheler Multiple tic w/ L. Ruisi (1.4); emails and follow up re:
bids (.6).
03/10/11 Bonnie Steingart Multiple tic w/ L. Ruisi re: update.
03/14/11 Brad E. Scheler T/c with B. Steingart and L. Ruisi re: next steps.
03/14/11 Bonnie Steingart Review issues and correspondence re: next steps (1.3);
tic with B. Scheler and L. Ruisi re: same (1.0).
03/18/11 Bonnie Steingart Prepare materials for IC re: bids.
03/18/11 Gabriel Libhart Review correspondence and proposal re: executive
compensation.
03/19/11 Brad E. Scheler Attention to open issues re: CRO compensation and
alternate proposal.
03/21/11 Brad E. Scheler T/c with L. Rothenberg, P. Siroka and M. Meyers re:
CRO compensation (.4); related follow up {.9); tic with L.
Ruisi (.3}.
03/21/11 Bonnie Steingart Attention to issues re: CRO proposal.
03/21/11 Bonnie Steingart Tic with L. Rulsi {.3); prepare materials re: CRO
compensation (.8).
03/21/11 Laraine Rothenberg T/c with B. Scheler, P. Siroka and M. Meyers re: CRO
compensation {.4); related follow up (.1).
03/21/11 Mindy Meyers T/c with B. Scheler, L. Rothenberg and P. Siroka re:
CRO compensation (.4); related follow up (.1).
03/21/11 Peter Siroka Tic with B. Scheler, L. Rothenberg and M. Meyers re:
CRO compensation.
Hours Amount
0.20 116.00
0.70 406.00
1.80 1,044.00
2.00 2,200.00
2.50 2,425.00
1.50 870.00
0.20 92.00
0.30 138.00
0.70 679.00
0.70 406.00
2.00 2,200.00
1.40 1,358.00
1.00 1,100.00
2.30 2,231.00
1.40 1,358.00
0.20 92.00
1.00 1,100.00
1.60 1,760.00
1.40 1,358.00
1.10 1,067.00
0.50 485.00
0.50 305.00
0.40 232.00
Pg 108 of 151
03/22/11 Brad E. Scheler Review materials (.6); ole wl team re: update (.4); tic wl 2.00 2,200.00
L. Ruisl (.5); related follow-up (.5).
03/22/11 Bonnie Steingart Review materials (.6); ole w/ team (.4); call w/ G. Libhart 1.70 1,649.00
(.2); call wf L. Ruisi (.5).
03/22/11 Mindy Meyers Prepare summary chart re: CRO compensation; t/c with 1.10 671.00
P. Siroka; reviewing emails re: same.
03/22/11 Gabriel Libhart Research re: CRO compensation statistics (1.9); tic with 2.10 966.00
B. Steingart (.2).
03/23/11 Brad E. Scheler Attention to open issues re: CRO compensation and 1.00 1,100.00
alternative proposal.
03/24/11 Brad E. Scheler Attention to open issues re: CRO compensation and 1.00 1,100.00
termination of the automatic stay.
03/24/11 Mindy Meyers Review summary chart re: CRO compensation; ole with 0.40 244.00
L. Rothenberg and S. Matko re: same; tic with P. Siroka
re: same.
03/24/11 Stephanie Matkb Research re: CRO compensation. 4.20 1,659.00
03/25/11 Mindy Meyers Revise summary chart re: CRO compensation; o/c with 0.50 305.00
S. Matko re: same; email re: same.
03/30/11 Brad E. Scheler Attention to issues re: CRO. 0.80 880.00
03/30/11 Brad E. Scheler T/cs w/IC re: update. 0.20 220.00
03/30/11 Bonnie Steingart T/cs w/IC re: update. 0.20 194.00
03/30/11 Mindy Meyers Review emails re: CRO compensation. 0.10 61.00
03/31/11 Bonnie Steingart Review materials prepared by Johnson Associates re: 1.10 1,067.00
CRO compensation.
Total: 41.80 35,338.00
Pg 109 of 151
Time Detail
03/01/11 Brad E. Scheler Review letter and materials for Board call.
03/01/11 Bonnie Steingart Review materials for Board call.
03/02/11 Brad E. Scheler Board call (.7); related follow up (.3).
03/02111 Bonnie Steingart Board call (.7); related follow up (.6).
03/02/11 Matthew Roose Review Board materials (1.1); Board call (.7); related
follow up (.1 ).
03/02111 Gabriel Libhart Board call (.7); related follow up (.1).
03/03/11 Bonnie Steingart Independent Committee call (.5); related follow up (.7).
03/03/11 Matthew Roose Independent Committee call (.5); emails and related
follow up re: same (.6).
03/04/11 Brad E. Scheler Multiple tics with Independent Committee.
03/04/11 Bonnie Steingart Multiple tics with Independent Committee (2.7); related
follow up (1.2).
03/04/11 Matthew Roose Multiple Independent Committee calls (2.7); multiple
follow-up tics and emails re: same (1.5).
03/04/11 Gabriel Ubhart Prepare for Independent Committee call (.7);
Independent Committee call (.5); related follow up (.6).
03/04/11 Gabriel Libhart Prepare for Independent Committee call (.2);
Independent Committee call (1.2); related follow up (.3).
03/04/11 Cedrick Mendoza-Tolentino Prepare minutes of Independent Committee meeting
regarding stalking horse motion.
03/05/11 Brad E. Scheler Independent Committee calls.
03/05/11 Bonnie Steingart Independent Committee calls (.5); Board call (. 7);
related follow up (2.7).
03/05/11 Matthew Roose Independent Committee calls (.4); Board call (.6);
03/05/11 Gabriel Libhart Board call (.7); related follow-up (.9).
03/05/11 Gabriel Libhart Independent Committee call (.2); related follow up (.8).
03/05/11 Gabriel Libhart Independent Committee call (.3); related follow up (.9).
03/05/11 Gabriel Ubhart Review Independent Committee call minutes.
03/05/11 Cedrick Mendoza-Tolentino Prepare minutes from Independent Committee meefing.
03/06/11 Gabriel Libhart Review and revise C. Mendoza-Tolentino draft minutes
for Independent Committee meeting on 3/5/11.
03/06/11 Gabriel Libhart Draft minutes for Independent Committee meetings from
3/3/11 through 3/5/11.
03/07/11 Bonnie Steingart Review Independent Committee minutes (.8); Vcs and
Hours Amount
1.00 1,100.00
1.40 1,358.00
1.00 1,100.00
1.30 1,261.00
1.90 1,102.00
0.80 368.00
1.20 1,164.00
1.10 638.00
2.50 2,750.00
3.90 3,783.00
4.20 2,436.00
1.80 828.00
1.70 782.00
1.70 671.50
0.50 550.00
3.90 3,783.00
1.70 986.00
1.60 736.00
1.00 460.00
1.20 552.00
0.40 184.00
0.40 158.00
0.80 368.00
6.30 2,898.00
1.40 1,358.00
Pg 110 of 151
03/07/11 Matthew Roose Review and revise minutes of Independent Committee 2.10 1,218.00
meetings (1.5); tics and emails re: same (.6).
03/07/11 Gabriel Libhart Review and revise minutes from Independent 1.30 598.00
Committee meetings.
03/08111 Brad E. Scheler Prepare for Independent Committee calls (1.1); 3.00 3,300.00
Independent Committee call with Kirkland & Ellis and
Moelis (1.0); Independent Committee call (.4); follow-up
t/c with B. Steingart and M. Roose (.5).
03/08/11 Bonnie Steingart Independent Committee call with K&E and Moelis (1.0); 1.40 1,358.00
related follow up (.4}.
03/08/11 Bonnie Steingart Independent Commitee call (.4); related follow up (.8). 1.20 1,164.00
03/08/11 Matthew Roose Independent Committee call with Kirkland and Moelis 2.00 1,160.00
(1.0); Independent Committee call (.4); related follow-up
(.6).
03/08/11 Gabriel Libhart Revisions to Independent Committee meeting minutes 0.70 322.00
from 3/8/11 (.6); email re: same (.1).
03/08/11 Cedrick Mendoza-Tolentino Prepare minutes of Independent Committee meetings. 0.90 355.50
03/08/11 Cedrick Mendoza-Tolentino Draft minutes of Independent Committee meeting. 0.60 237.00
03/09/11 Brad E. Scheler Independent Committee call (.5); Board call (.8). 1.30 1,430.00
03/09/11 Bonnie Steingart Independent Committee call (.5); tics and related follow 2.40 2,328.00
up (1.9).
03/09/11 Bonnie Steingart Board call (.8); related follow up (.3). 1.10 1,067.00
03/09/11 Matthew Roose Independent Committee call (.5); Board call (.8); related 1.70 986.00
follow up (.4).
03/09/11 Cedrick Mendoza-Tolentino Prepare and revise Independent Committee meetings 1.70 671.50
minutes.
03/10/11 Brad E. Scheler Independent Committee call (1.1); Board call (1.0); 2.90 3,190.00
03/10111 Bonnie Steingart Independent Committee call (1.1); tics and related follow 2.60 2,522.00
up (1.5).
03/10/11 Bonnie Steingart Board call (1.0); related follow up (.5). 1.50 1,455.00
03/10/11 Matthew Roose Review materials re: Independent Committee ( 1.1) 3.20 1,856.00
Independent Committee call (1.1); Board call (1.0).
03/17/11 Bonnie Steingart Review minutes of Independent Committee meetings. 1.50 1,455.00
03/18/11 Matthew Roose Review and revise Independent Committee meeting 2.10 1,218.00
minutes.
03/18/11 Gabriel Libhart Revise Independent Committee meeting minutes. 0.30 138.00
03/20/11 Bonnie Steingart Review materials re: Independent Committee call and 1.30 1,261.00 .
Board call.
03/20/11 Gabriel Libhart Prepare and review materials re: Monday Independent 2.80 1,288.00
Committee and Board meetings (2.1); emails re: same
(.7).
03/21/11 Brad E. Scheler Board call. 0.40 440.00
03/21/11 Brad E. Scheler Innkeepers Committee call (.7); related follow up (.3). 1.00 1,100.00
Pg 111 of 151
03/21/11 Bonnie Steingart Board call (.4); related follow up (.4); o/c with P. Siroka 1.10 1,067.00
(.3).
03/21/11 Bonnie Steingart Independent Committee call {.7); related follow up (.5). 1.20 1,164.00
03/21/11 Peter Siroka Independent Committee call (.7); related follow up (.3). 1.00 580.00
03/21/11 Peter Siroka Board call (.4); related follow up (.1). 0.50 290.00
03/21/11 Peter Siroka Ole with G. Libhart (.1); related follow up (.1 ). 0.20 116.00
03/21/11 Peter Siroka 0/c with B. Steingart re: IC meeting. 0.30 174.00
03/21/11 Gabriel Libhart Independent Committee call (.7); related follow up re: 1.30 598.00
same (.4); ole with P. Siroka (.1); related follow up (.1).
03/21/11 Gabriel Libhart Board call (.4); related follow up (.4). 0.80 368.00
03/22/11 Brad E. Scheler Call re: compensation (.7); related follow up (.3). 1.00 1,100.00
03/22/11 Bonnie Steingart Call re: professional compensation. 0.70 679.00
03/30/11 Bonnie Steingart Review emails and documents re: Board calls. 1.40 1,358.00
03/31t11 Matthew Roose Emails and calls re: board update. 0.20 116.00
Total: 95.40 71,102.50
Pg 112 of 151
Time Detail
03/01/11 Brad E. Scheler Attention to issues re: stalking horse motion hearing.
03/04/11 Bonnie Steingart Telephone status conference with Judge Chapman.
03/04/11 Matthew Roose Tic status conference with Judge Chapman (.5); related
follow-up (. 7).
03/04/11 Gabriel Libhart Telephonic status conference with Judge Chapman (.5);
03/04/11 Gabriel Libhart Emalls w/ C. Mendoza-Tolentino re: hearing.
03/07/11 Brad E. Scheler Tic status conference with Judge Chapman.
03107/11 Bonnie Steingart Tic status conference with Judge Chapman (.5); related
follow up (1.2).
03/07111 Matthew Roose Tic status conference with Judge Chapman (.5); ole with
team re: same {.5); emails re: same (.7).
03/10/11 Brad E. Scheler Attend stalking horse motion hearing.
03110/11 Bonnie Steingart Attend stalking horse motion hearing (2.1 ); related follow
up (2.2}.
03/10/11 Matthew Roose Attend stalking horse motion hearing (2.1 ); related
follow-up (.6).
03/10/11 Gabriel Libhart Prepare for stalking horse motion hearing.
03/11/11 Brad E. Scheler Prepare and review materials re: stalking horse motion
hearing {1.5); attend stalking horse motion hearing
chambers conference and related follow up (3.5).
03/11/11 Brad E. Scheler Attention to open issues and follow up re: stalking horse
motion hearing.
03/i 1/11 Bonnie Steingart Attend stalking horse motion hearing and related follow
up.
03/11/11 Matthew Roose Attend stalking horse motion hearing and chambers
conference (4.2); related follow-up (.8).
03/25/11 Gabriel Llbhart Email to Kirkland & Ellis re: Omnibus Hearing.
03/28/11 Gabriel Libhart Prepare for Omnibus Hearing, including comments to
interim fee order (1.6); emails re: same (.5).
03/29/11 Brad E. Scheler Follow-up re: hearing (.3); attention to open issues (.7).
03/29/11 Bonnie Steingart Attend Omnibus Hearing (1.3); related follow up (.2).
Total:
Hours Amount
1.00 1,100.00
0.50 485.00
1.20 696.00
1.20 552.00
0.20 92.00
0.50 550.00
1.70 1,649.00
1.70 986.00
2.10 2,310.00
4.30 4,171.00
2.70 1,566.00
4.90 2,254.00
5.00 5,500.00
2.00 2,200.00
3.50 3,395.00
5.00 2,900.00
0.10 46.00
2.10 966.00
1.00 1,100.00
1.50 1,455.00
42.20 33,973.00
Pg 113 of 151
Time Detail
03/01/11 Cedrick Mendoza-Tolentino Prepare chart re: objections to stalking horse motion.
03/03/11 Bonnie Steingart Review draft reply re: bidding procedures motion.
03/04/11 Gabriel Ubhart Review pleadings of Apollo, Five Mile and Appaloosa
(1.9); email summary to clients (.1 ).
03/04/11 Gabriel Libhart Emails w/ C. Mendoza-Tolentino re: pleadings
summary.
03/04/11 Cedrick Mendoza-Tolentino Prepare email summary and review pleadings regarding
stalking horse motion (2.8); emails with G. Libhart re:
same (.3).
03/05/11 Gabriel Libhart Review revised commitment letter and bid procedures.
03/05/11 Gabriel Libhart Review e-mail correspondence between various parties
re: motion.
03/06!11 Brad E. Scheler Review materials for Innkeepers Q & A call (1.7);
Innkeepers Q&A call (.7); related follow up with team
(2.1).
03/06/11 Bonnie Steingart Tic Innkeepers Q&A informational call (.7); related follow
up (1.3).
03/06/11 Matthew Roose Review revised papers and revised agreement (1.5); t/c
with constituents re: Q and A on revised deal (.7);
03/06/11 Gabriel Libhart Review revised pleading.
03/07/11 Bonnie Steingart Review revised bidding procedures order.
03/07/11 Bonnie Steingart Review blackline of commitment letter.
03/08/11 Bonnie Steingart Review alternative bid proposaL
03/08/11 Matthew Roose Emails re: summary of changes to CL and Bidding
Procedures (1.5); email summary of alternative bid (1.3);
fie with Scheler and Steingart re: same (.5); review
Moelis comparison chart (.7); review and revise
summary of revised Five Mile/Lehman bid (.5); ole with
Libhart re: prep issues ( .5).
03/08/11 Gabriel Libhart Draft summary of revised Five Mile/Lehman
commitment (2.0); o/c with M. Roose (.5).
03/09/11 Bonnie Steingart Review issues re: alternate proposals.
03/09/11 Bonnie Steingart Review alternate proposals.
03/09/11 Bonnie Steingart Review amendment and red line of commitment letter
and bidding procedures.
03/09/11 Matthew Roose Attention to revised bid.
03/10/11 Bonnie Steingart Review amendments and red lines of commitment letter
and bidding procedures.
03/10/11 Bonnie Steingart Review overbid model.
Hours Amount
1.80 711.00
1.20 1,164.00
2.00 920.00
0.40 184.00
3.10 1,224.50
2.40 1,104.00
0.50 230.00
4.50 4,950.00
2.00 1,940.00
2.80 1,624.00
1.40 644.00
1.10 1,067.00
1.40 1,358.00
1.20 1,164.00
5.00 2,900.00
2.50 1,150.00
0.90 873.00
1.20 1,164.00
2.40 2,328.00
0.50 290.00
2.40 2,328.00
1.20 1,164.00
Pg 114 of 151
03/10/11 Matthew Roose Review revised Commitment Letter. 0.50 290.00
03/10/11 Gabriel Libhart Review emails re: negotiations. 0.60 276.00
03/10/11 Cedrick Mendoza-Tolentino Review revised Five Mile/Lehman commitment letter 1.10 434.50
and bid procedures.
03/11/11 Bonnie Steingart Review order entered regarding bidding procedures. 1.10 1,067.00
03/11/11 Bonnie Steingart Review revised commitment letter. 1.30 1,261.00
03/11/11 Gabriel Libhart Review emails and modified proposals. 1.40 644.00
03/11/11 Gabriel Libhart Review filed bid procedures (.3}; draft email to clients re: 1.20 552.00
same (.9).
03/11/11 Cednck Mendoza-Tolentino Summarize of orders entered. 0.60 237.00
03/12/11 Brad E. Scheler Attention to open issues re: stalking horse motion. 1.00 1,100.00
03/14/11 Brad E. Scheler Attention to open issues re: stalking horse motion. 1.00 1,100.00
03/17/11 Bonnie Steingart Review Moelis process letter update filed by Debtor (.7); 1.30 1,261.00
03/17/11 Gabriel Libhart Review Moelis process update letter filed (.4); emails re: 1.20 552.00
same (.8).
03/17/11 Cedrick Mendoza-Tolentino Review and prepare summary of process update letter. 0.70 276.50
03/18/11 Brad E. Scheler Attention to open issues re: Anaheim Hilton. 1.00 1,100.00
03/18/11 Bonnie Steingart Review Anaheim Hilton proposals and related 1.90 1,843.00
documents.
03/18/11 Matthew Roose Review Anaheim Hilton proposals (1.3); emails re: same 1.80 1,044.00
(.5).
03/18/11 Gabriel Libhart Review updated offers received, including e-mails and 2.20 1,012.00
Moelis materials.
03/21/11 Bonnie Steingart Review materials prepared by Moelis re: Anaheim 1.80 1,746.00
Hilton.
03/21/11 Peter Siroka Review deck and materials. 0.70 406.00
03/22/11 Bonnie Steingart Review Lehman/Midland reservation of rights. 0.50 485.00
03/22/11 Gabriel Libhart Review Lehman/Midland reservations of rights (.4); 0.70 322.00
03/28/11 Brad E. Scheler T/c with Kirkland & Ellis re: various issues (.7); related 1.00 1,100.00
follow up (.3).
03/28/11 Bonnie Steingart Tic with Kirkland re: open issues. 0.70 679.00
03/28/11 Bonnie Steingart Review revised draft docut:nents. 0.50 485.00
03/28/11 Gabriel Libhart Review UCC stipulation (.4); email re: same (.1). 0.50 230.00
03/30/11 Matthew Roose Calls and emails re: update. 0.70 406.00
03/31/11 Bonnie Steingart Review draft plan. 1.20 1,164.00
03/31/11 Matthew Roose Review plan. 2.10 1,218.00
Total: 72.20 52,772.50
Pg 115 of 151
Time Detail
03/04/11 Matthew Roose Attention to correspondence from Ad Hoc Committee.
03/06/11 Gabriel Libhart Review correspondence between Kirkland & Elllis, Ad
Hoc Committee of Preferred Shareholders & Fried
Frank.
03/11/11 Bonnie Steingart Review issues and correspondence with Ad Hoc
Committee.
03/11/11 Matthew Roose Attention to issues re: Ad Hoc Committee.
03/15/11 Brad E. Scheler Attention to open issues re: Ad Hoc Committee (.4);
review correspondence (.6).
03/15/11 Bonnie Steingart Review correspondence from Ad Hoc Committee (.6);
03/25/11 Gabriel Libhart Review Ad Hoc Committee correspondence.
03/30/11 Bonnie Steingart Review email correspondence re: Ad Hoc Committee.
03/31/11 Brad E. Scheler Attention to open issues re: Ad Hoc Committee (.4);
calls and emails re: same (.6).
03/31/11 Bonnie Steingart Review correspondence and open issues re: Ad Hoc
Committee.
Total:
Hours Amount
0.50 290.00
0.70 322.00
1.20 1,164.00
0.50 290.00
0.20 116.00
1.00 1,100.00
1.40 1,358.00
0.20 116.00
0.30 138.00
1.00 970.00
1.00 1,100.00
1.20 1,164.00
9.20 8,128.00
Pg 116 of 151
Time Detail
03/14/11 Matthew Roose Communications with UST and Kirkland re: UST
objection to FFHSJ fee application.
03/15/11 Bonnie Steingart Tic with U.S. Trustee (.1); review documents re: fee
application objection (1.1).
03/18/11 Matthew Roose Calls and emails re: fee application hearing.
03/28/11 Peter Siroka Review fee order (.2); t/c with B. Steingart re: same (.1).
Total:
Hours Amount
0.20 116.00
1.20 1,164.00
0.20 116.00
0.30 174.00
1.90 1,570.00
Pg 117 of 151
Time Detail
Dati! T i m e k e e ~ e r Description
03/01/11 Bonnie Steingart Review deposition transcripts.
03/01/11 Bonnie Steingart Review objections to stalking horse motion.
03/01/11 Jon Finelli Review objections to stalking horse motion.
03/01/11 Gabriel Libhart Review chart re: depositions (1.6); review L. Eichen
expert report (.5).
03/01/11 Cedrick Mendoza-Tolentino Prepare and revise chart re: deposition transcripts.
03/07111 Bonnie Steingart 0/cs with M. Roose re: L Ruisi affidavit (.6); prepare
materials for L. Ruisi (2.2).
03/02/11 Bonnie Steingart Review documents re: directors and officers.
03/02111 Matthew Roose Review and revise L. Ruisi affidavit (3.1 ); o/cs with B.
Steingart re: same (.6); multiple tics and emails with L
Ruisi re: same (1.1); review M. Beilinson and W.
Derrough affidavit (1.4); tic with D. Donovan and J.
Landis re: update (.5); related follow-up (.8).
03/02/11 Gabriel Libhart Prepare for stalking horse motion hearing.
03/0?J1i Cedr!ck Mendoza-Tolentino Prepare redacted copies of minutes for stalking horse
motion hearing.
03/02111 Cedrick Mendoza-Tolentino Review objections to stalking horse motion.
03/02111 Cedrick Mendoza-Tolentino Prepare and revise chart re: objections to stalking horse
motion.
03/03/11 Brad E. Scheler T/cs and emails with B. Steingart and M. Roose re:
objections (.8); and re: Five Mile/Lehman offer (.5);
03/03/11 Bonnie Steingart T/cs with clients and counsel (2.1); tics and emails with
B. Scheler and M. Roose (1.3); tics and emails with M.
Roose re: L. Ruisi affidavit (.8).
03/03/11 Bonnie Steingart Review objections to stalking horse motion.
03/03/11 Matthew Roose Review and reviseL. Ruisi affidavit (2.5); multiple tics
and emails with B. S!eingart re: same (.8); multiple
emails with L. Ruisi re: same (.6); review revised W.
Darrough and M. Beilinson affidavits (1.4).
03/03/11 Matthew Roose Review omnibus reply to objections (1.7); multiple tics
and emails with B. Scheler and B. Steingart re: same
(.8).
03/03/11 Matthew Roose Prepare cross-examination preparation script ( 1.1 );
review and revise sections re: same (.4).
03/03/11 Gabriel Libhart Draft cross-examination preparation outline for L. Ruisi.
03/03/11 Cedrick Mendoza-Tolentino Review draft of response to objection to stalking horse
motion.
Hours Amount
2.80 2,716.00
1.70 1,649.00
2.00 1,100.00
2.10 966.00
0.20 79.00
2.80 2,716.00
2.40 2,328.00
7.50 4,350.00
5.20 2,392.00
0.90 355.50
1.40 553.00
1.70 671.50
2.00 2,200.00
4.20 4,074.00
2.50 2,425.00
5.30 3,074.00
2.50 1,450.00
1.50 870.00
4.00 1,840.00
1.10 434.50
Pg 118 of 151
03/03/11 Cedrick Mendoza-Tolentino Prepare summary of In re Boston Generating for 2.90 1,145.50
stalking horse motion hearing.
03/04/11 Bonnie Steingart T/cs with Debtor, Kirkland & Ellis and clients (1.5); tics 3.40 3,298.00
and emails with M. Roose re: L. Ruisi affidavit (.5};
related follow up (1.4).
03/04/11 Bonnie Steingart Prepare materials for clients re: stalking horse motion 2.90 2,813.00
hearing.
03/04/11 Matthew Roose Review multiple revisions to omibus reply (2.5); multiple 3.00 1,740.00
tics and emails with Kirkland re: same (.5).
03/04/11 Matthew Roose Review and revise L. Ruisi affidavit (1.4); tic and emails 2.30 1,334.00
with B. Steingart (.5); emails with J. Landis re: same
(.4).
03/04/11 Gabriel Libhart Revise L. Ruisi cross-examination preparation outline. 2.10 966.00
03/04/11 Gabriel Libhart Draft revisions to L. Ruisi declaration. 0.90 414.00
03/05/11 Bonnie Steingart Review documents re: stalking horse motion. 3.60 3,492.00
03/05/11 Bonnie Steingart Review objections to stalking horse motion. 1.30 1,261.00
03/05/11 Matthew Roose Review and revise L. Ruisi affidavit (1.2); emails with L. 1.80 1,044.00
Ruisi re: same (.3); tic with J. Landis re: same (.3).
03/05/11 Matthew Roose Review materials re: L. Ruisi affidavit (.4); emails re: 0.80 464.00
same (.4).
03/05/11 Gabriel Libhart Revise L, Ruisi declaration (2.1); emails re: same (.8). 2.90 1,334.00
03/05/11 Gabriel Libhart Revise L. Ruisl declaration and emails re: same. 0.10 46.00
03/05/11 Cedrick Mendoza-Tolentino Review and revise L. Ruisi affidavit for stalking horse 0.90 355.50
motion.
03/06/11 Bonnie Steingart Review brief and affidavits. 2.40 2,328.00
03/07/11 Brad E. Scheler Attention to open issues re: stalking horse motion 1.50 1,650.00
hearing (1.2); emails re: same (.3).
03/07/11 Bonnie Steingart Review materials for L. Ruisi testimony. 2.20 2,134.00
03/07/11 Bonnie Steingart Review supplemental declarations. 1.30 1,261.00
03/07/11 Matthew Roose Review Midland supplemental statement (.8); attention 2.30 1,334.00
to hearing preparation (1.5).
03/07/11 Matthew Roose Review and revise script for cross-examination and 4.20 2,436.00
direct testimony for L. Ruisi preparation.
03/07/11 Gabriel Libhart Prepare L. Ruisi direct examination outline and related 7.30 3,358.00
materials.
03/07/11 Cedrick Mendoza-Tolentino Review and revise Independent Committee meeting 1.10 434.50
minutes.
03/07/11 Cedrick Mendoza-Tolentino Prepare and revise chronology for L. Ruisi testimony. 2.30 908.50
03/07/11 Cedrick Mendoza-Tolentino Prepare and collect documents for L. Ruisi direct 0.50 197.50
testimony
03/08/11 Brad E. Scheler T/c with A. Sathy re: open issues and related follow up. 1.00 1,100.00
03/08/11 Bonnie Steingart Review L. Ruisi transcript for errata. 1.30 1,261.00
03/08!11 Bonnie Steingart Tics with M. Roose and D. Donovan re: L. Ruisi 1.90 1,843.00
preparation (.5); related follow up (1.4).
Pg 119 of 151
03/08/11 Bonnie Steingart Review revised commitment letter and bidding 2.40 2,328.00
procedures.
03/08/11 Bonnie Steingart Prepare materials for L. Ruisi direct examination. 1.50 1.455.00
03/08/11 Matthew Roose Review and revise script for cross examination and 2.70 1,566.00
direct testimony for Ruisi prep (1.3); call with Steingart
and Donovan re: prep (.5); review K&E prep materials
(.9).
03/09/11 Brad E. Scheler Attention to issues re: stalking horse motion hearing. 0.70 770.00
03/09/11 Bonnie Steingart 0/c with L. Ruisi re: preparation for stalking horse 3.20 3,104.00
motion hearing.
03/09/11 Bonnie Steingart Review additional objections to stalking horse motion. 1.30 1,261.00
03/09/11 Matthew Roose Prepare for L. Ruisi preparation (2.6); L. Ruisi 6.10 3,538.00
preparation meeting (2.0); review supplemental
objection (1.5).
03/09/11 Gabriel Libhart Prepare materials for meeting with L. Ruisi re: direct 4.20 1,932.00
testimony/cross-examination preparation.
03/09/11 Gabriel Libhart Prepare L. Ruisi for direct testimony and cross- 3.10 1,426.00
examination at stalking horse motion hearing.
03/09/11 Cedrick Mendoza-Tolentino Prepare errata sheet for L. Ruisi re: deposition. 0.70 276.50
03/09/11 Cedrick Mendoza-Tolentino Review L. Ruisi direct examination outline for stalking 0.20 79.00
horse motion hearing.
03/09/11 Cedrick Mendoza-Tolentino Review and summarize updated objections to stalking 1.90 750.50
horse motion.
03/10/11 Matthew Roose Prepare for stalking horse motion hearing (.7); meeting 1.50 870.00
with L. Ruisi re: same (.5); attention to deposition errata
sheet (.3).
03/11/11 Matthew Roose Review revised bid procedures order (.7); o/c with team 1.00 580.00
re: same (.3).
03/18/11 Bonnie Steingart Review motions re: exclusivity. 1.20 1,164.00
03/22/11 Bonnie Steingart Attend to issues re: motion to extend exclusivity. 2.90 2,813.00
03/28/11 Bonnie Steingart Review motions and other objections to stalking horse 1.20 1,164.00
motion.
03/28/11 Gabriel Libhart Review proposed exclusivity extension order (.4); email 0.60 276.00
re: same (.2).
03/29/11 Bonnie Steingart Review documents and draft orders re: stalking horse 1.10 1,067.00
motion.
Total: 149.50 102,616.00
Pg 120 of 151
Time Detail
04106111 Brad E. Scheler Tic with B. Steingart and L. Ruisi (.8); related follow-up
re: same (.2).
04106111 Bonnie Steingart Tic with B. Scheler and L. Ruisi.
04107111 Matthew Roose Draft summary of D&O related provisions re: POR ( 1.1 );
email re: same to IC (.3).
04115111 Cedrick Mendoza-Tolentino Summarize Midland pleading for IC.
04120111 Bonnie Steingart Prepare materials for Independent Committee.
04125111 Matthew Roose Emails with IC re: Ad Hoc joinder re: CRO comp.
04/25111 Cedrick Mendoza-Tolentino Prepare summary of Ad Hoc Committee Joinder Motion
(2.1 ); review and prepare summary of Debtors'
Objection to Midland Motion (1.6); emails w/IC re: same
(.1 ).
04/26111 Matthew Roose Emails re: Ad Hoc joinder re: CRO comp (.3); follow-up
wl IC (.2).
04/27/11 Bonnie Steingart Meeting with B. Zuroff (.8); review bids (.9).
04/27111 Matthew Roose Attention to issues re: CRO comp (.4); emails with IC re:
same (.2).
Total:
Hours Amount
1.00 1,100.00
0.80 776.00
1.40 812.00
1.10 434.50
1.40 1,358.00
0.50 290.00
3.80 1,501.00
0.50 290.00
1.70 1,649.00
0.60 348.00
12.80 8,558.50
Pg 121 of 151
Time Detail
04101/11 Brad E. Scheler Tic with Board re: CRO compensation package (.7);
related follow-up re: same (.3).
04/01/11 Bonnie Steingart Review materials re: CRO compensation package.
04101/11 Bonnie Steingart Tic with Board re: CRO compensation package (.7);
related follow-up and emails re: same (.5).
04101/11 Matthew Roose Review materials re: Board call (.4); attend Board call
(.7).
04106111 Gabriel Libhart Review Independent Committee meeting attendance.
04112111 Matthew Roose Email with M. Murphy re: IC meetings.
04120111 Brad E. Scheler Independent Committee call (.8); related follow-up (.2).
04120111 Bonnie Steingart Independent Committee call (.8); related follow-up (.3).
04120111 Gabriel Libhart Independent Committee call (.8); related follow up and
emails (1.3).
04121/11 Cedrick Mendoza-Tolentino Prepare minutes of Independent Committee meeting.
04126111 Bonnie Steingart Review materials prepared for Board meeting.
04127111 Brad E. Scheler Review board materials (1.1 ); follow-up on board
meeting (.9).
04127111 Bonnie Steingart Attend Board meeting (.9); related follow-up (.3).
04127111 Bonnie Steingart Review board materials.
04127111 Matthew Roose Review materials for Board meeting (1.2); email team
re: same (.5); ole with B. Steingart re: same (.6); attend
Board meeting (.9); related follow-up (.6).
04127111 Gabriel Libhart Review and revise Board meeting minutes circulated by
Kirkland.
04127111 Gabriel Libhart Review materials for 4127 Board meeting.
04127111 Cedrick Mendoza-Tolentino Review materials for Board meeting (.5); review Board
and Independent Committee minutes (.8).
04128111 Bonnie Steingart Review draft Board and IC minutes.
04128111 Matthew Roose Review and revise Board minutes (1.8); multiple emails
and ole re: same (.7).
04/29111 Bonnie Steingart Review draft Board minutes.
04129111 Bonnie Steingart Review draft IC minutes.
04129111 Gabriel Libhart Revise Independent Committee meeting minutes (2.2);
Total:
Hours Amount
1.00 1,100.00
1.90 1,843.00
1.20 1,164.00
1.10 638.00
0.50 230.00
0.10 58.00
1.00 1,100.00
1.10 1,067.00
2.10 966.00
2.80 1,106.00
1.20 1,164.00
2.00 2,200.00
1.20 1,164.00
1.30 1,261.00
3.80 2,204.00
2.50 1,150.00
0.80 368.00
1.30 513.50
1.20 1,164.00
2.50 1,450.00
1.40 1,358.00
1.20 1,164.00
2.40 1,104.00
35.60 25,536.50
Pg 122 of 151
Time Detail
04/05/11 Cedrick Mendoza-Tolentino Review pleadings related to April 28, 2011 omnibus
hearing.
04/27/11 Gabriel Libhart Emails with C. Mendoza-Tolentino re: 4/28 hearing.
04/28/11 Matthew Roose Attend omnibus hearing.
Total:
Hours Amount
0.20 79.00
0.20 92.00
0.50 290.00
0.90 461.00
Pg 123 of 151
Time Detail
04/03/11 Cedrick Mendoza-Tolentino Review em ails regarding plan process.
04/04/11 Alan Resnick Reviewed and commented on provisions of draft plan
regarding indemnification, releases, and exculpation.
04/04/11 Matthew Roose Review plan (.9); emails with A. Resnick re: same (.4);
tic with Kirkland re: comments (.3).
04/05/11 Bonnie Steingart Review plan.
04/06/11 Bonnie Steingart Review draft disclosure statement.
04/06/11 Bonnie Steingart Review discussion materials and issues re: LNR hotels.
04/06/11 Gregg L. Weiner Attention to POR re: D&O insurance.
04/06/11 Alan Resnick Reviewed revised draft of sections of the plan dealing
with directors and their professionals.
04/06/11 Matthew Roose Review revised plan (.8); emails with A. Resnick re:
same (.5); draft revisions re: same (.5).
04/06/11 Gabriel Libhart Review draft plan and draft disclosure statement (1.9);
04/07/11 Bonnie Steingart Review draft disclosure statement.
04/07/11 Gregg L. Weiner Review and comment on D&O provisions of plan (.9);
emails w/ M. Roose re: same (.1).
04/07/11 Alan Resnick Confer with Matt Roose re: provisions in draft plan of
reorganization relating to directors.
04/07/11 Matthew Roose Review and revise plan re: D&O issues (.6); review and
revise DS (1.4); tic with Kirkland re: same (.4); emails
with G. Weiner re: same (.2); ole wl A. Resnick re:
same.
04/08/11 Bonnie Steingart Review revised draft plan.
04/08/11 Bonnie Steingart Review revised disclosure statement.
04/08/11 Bonnie Steingart Review issues re: D&O insurance.
04/08/11 Gregg L. Weiner Emails re: D&O insurance.
04/08/11 Alan Resnick Reviewed revised draft of plan and disclosure statement
regarding rights and protections for Independent
Committee (.2); tic w/ Matt Roose re: releases and
exculpation language in plan (.1 ).
04/08/11 Matthew Roose Review final revisions to Plan and DS (1.0); tic with K&E
re: revisions (.6); emails with G. Weiner re: same (.2); tic
w/ A. Resnick re: plan (.1).
04/08/11 Gabriel Libhart Review and summarize provisions of plan (2.2); email to
clients re: same (.2).
04/08/11 Gabriel Libhart Review disclosure statement language.
Hours Amount
0.10 39.50
0.50 500.00
1.60 928.00
1.40 1,358.00
1.90 1,843.00
1.30 1,261.00
0.50 485.00
0.40 400.00
1.80 1,044.00
2.10 966.00
2.40 2,328.00
1.00 970.00
0.30 300.00
2.90 1,682.00
1.10 1,067.00
1.30 1,261.00
1.10 1,067.00
0.20 194.00
0.30 300.00
1.90 1,102.00
2.40 1,104.00
1.10 506.00
Pg 124 of 151
04/08/11 Gabriel Libhart Review filed versions of disclosure statement and plan
of reorganization (.3); email to clients re: same (.2).
04/11/11 Bonnie Steingart Review various issues re: plan and disclosure
statement.
04/13/11 Matthew Roose Review update process letter (.6); emails re: same (.2).
04/25/11 Gabriel Libhart Review Ad Hoc Committee joinder & Debtors' objection
to Midland motion (.6); emails re: same (.1 ).
04/26/11 Matthew Roose Emails with team re: update (.2); emails with B. Scheler
re: R. Bojmel, MB and LNR (.2).
04/26/11 Gabriel Libhart Review Debtors' objection to Midland motion (.3); emails
re: same (.1).
04/26/11 Cedrick Mendoza-Tolentino Review and revise summary of Debtors' Objection to
Midland Motion.
04/27/11 Bonnie Steingart Review issues re: bids and auction.
04/28/11 Bonnie Steingart Review materials prepared by Moelis.
04/29/11 Bonnie Steingart Review bid materials.
Total:
Hours Amount
0.50 230.00
1.30 1,261.00
0.80 464.00
0.70 322.00
0.40 232.00
0.40 184.00
0.40 158.00
1.10 1,067.00
1.30 1,261.00
2.10 2,037.00
36.60 27,921.50
Pg 125 of 151
Time Detail
04/03/11 Matthew Roose Attention to emails re: Ad Hoc Committee.
Total:
0.20
0.20
116.00
116.00
Pg 126 of 151
Time Detail
04/05/11 Brad E. Scheler Review emails and plan/ disclosure statement drafts
(.7); calls with IC re: same (.3).
04/07/11 Brad E. Scheler Review D&O related provisions in plans of
reorganization (.7); emails with IC re: same (.3).
04/27/11 Brad E. Scheler Calls w/ Ruisi re: board meeting follow-up( .7); related
follow-up (.3).
05/01/11 Brad E. Scheler Calls and emails with IC re: auction.
05/04/11 Matthew Roose Follow-up with IC re: auction (.6); attention to
documents (.6).
05/06/11 Cedrick Mendoza-Tolentino Review and prepare summary for IC of responses to
Debtors' disclosure statement.
05/10/11 Gabriel Libhart Client summary e-mail re: material changes to
disclosure statement and plans of reorganization.
05/10/11 Gabriel Libhart Client summary e-mail re: Midland/Lehman objections to
revised disclosure statement.
05/11/11 Bonnie Steingart Review documents re: disclosure statement (.8); follow-
up with IC re: process (.4).
05/17/11 Bonnie Steingart Review numerous em ails re: disclosure statement order
and stipulation (1.1); follow-up with IC re: same (.3).
Total:
Hours Amount
1.00 1,100.00
1.00 1,100.00
1.00 1,100.00
1.00 1,100.00
1.20 696.00
3.80 1,501.00
2.70 1,242.00
1.80 828.00
2.20 2,134.00
1.40 1,358.00
17.10 12,159.00
Pg 127 of 151
Time Detail
04/19/11 Brad E. Scheler Attention to issues re: board call (.4); calls re: same (.6).
04/20/11 Brad E. Scheler Follow-up on board calls re: open issues and auction
05/12/11 Brad E. Scheler Board call (.8); related follow up (.2).
05/12/11 Bonnie Steingart Board call re: disclosure statement (.8); related emails
and follow up (.4).
05/12/11 Matthew Roose Board call.
Total:
Hours Amount
1.00 1,100.00
2.00 2,200.00
1.00 1,100.00
1.20 1,164.00
0.80 464.00
6.00 6,028.00
Pg 128 of 151
Time Detail
05/11/11 Bonnie Steingart Attend court hearing (.7); related follow-up (.5).
05/11/11 Matthew Roose Chambers conference re: Disclosure Statement hearing.
05/11/11 Gabriel Libhart Attend hearing.
05/11/11 Cedrick Mendoza-Tolentino Review emails and materials re: Disclosure Statement
hearing (1.7); attend hearing re: disclosure statement
(2.1).
05/13/11 Matthew Roose Attend Disclosure Statement hearing (2.1 ); related
follow-up (.4).
05/13/11 Gabriel Libhart Attend hearing on Disclosure Statement.
05/16/11 Cedrick Mendoza-Tolentino Review order approving stipulation ( .1 ); review Marriott
response to Debtors' objection (.2).
Total:
Hours Amount
1.20 1,164.00
0.70 406.00
2.10 966.00
3.80 1,501.00
2.50 1,450.00
2.10 966.00
0.30 118.50
12.70 6,571.50
Pg 129 of 151
Time Detail
04/04/11 Brad E. Scheler Review draft plan documents (.5); calls re: same (.5).
04/06/11 Brad E. Scheler Discussions with team re: revisions to plan documents.
04/08/11 Brad E. Scheler Review revisions to plan documents.
04/11/11 Brad E. Scheler Attention to client concerns re: auction process (1.4);
calls and emails re: same (.6).
04/15/11 Brad E. Scheler Review Midland pleading re: management incentive
plan in plan of reorganization (.7); multiple calls re:
same (.8).
04/18/11 Brad E. Scheler Review emails related to updated process letter (.2);
calls re: auction process (.8).
04/21/11 Brad E. Scheler Attention to open issues re: board calls and auction
05/02/11 Brad E. Scheler Attend auction.
05/02/11 Bonnie Steingart Attend auction at Kirkland & Ellis' offices.
05/02/11 Matthew Roose Attend auction.
05/03/11 Bonnie Steingart Review documents and agreements re: auction.
05/03/11 Bonnie Steingart Attend auction at Kirkland & Ellis.
05/03/11 Matthew Roose Attend auction (5.1); related follow-up (.7)
05/06/11 Matthew Roose Review disclosure statement objections (2.4); emails re:
same (.7).
05/06/11 Gabriel Libhart Review objections and reservations of rights to Debtors'
disclosure statement (1.0); e-rnails re: same (.2).
05/09/11 Bonnie Steingart Review revised disclosure statement with schedules.
05/09/11 Bonnie Steingart Tics with M. Roose and counsel re: revised disclosure
statement and plans.
05/09/11 Bonnie Steingart Review issues re: ad hoc committee objection to
auction.
05/09/11 Bonnie Steingart Review objections to disclosure statement.
05/09/11 Matthew Roose Review revised plan and OS (1.9); multiple calls and
emails re: same (.6); review and revise summary re:
same (1.8).
05/09/11 Gabriel Libhart Review revised disclosure statement and plans (2.0); e-
mails re: same (1.1).
05/10/11 Bonnie Steingart Review objection to disclosure statement.
05/10/11 Bonnie Steingart Review blackline of disclosure statement.
05/10/11 Matthew Roose Attention to updates re: Disclosure Statement hearing
and process (.9); update team on plan and OS changes
(.2).
Hours Amount
1.00 1,100.00
1.00 1,100.00
1.00 1,100.00
2.00 2,200.00
1.50 1,650.00
1.00 1,100.00
2.00 2,200.00
3.50 3,850.00
12.50 12,125.00
14.70 8,526.00
1.90 1,843.00
4.20 4,074.00
5.80 3,364.00
3.10 1,798.00
1.20 552.00
2.20 2,134.00
1.50 1,455.00
1.20 1,164.00
1.10 1,067.00
4.30 2,494.00
3.10 1,426.00
1.40 1,358.00
0.70 679.00
1.10 638.00
Pg 130 of 151
05/10/11 Cedrick Mendoza-Tolentino Review and prepare summary of Midland and Lehman 1.40 553.00
objections to disclosure statement.
05/11/11 Bonnie Steingart Multiple tics with counsel re: plan and disclosure 1.80 1,746.00
statement.
05/12/11 Bonnie Steingart Review revised disclosure statement. 1.90 1,843.00
05/12/11 Bonnie Steingart T/c with counsel re: disclosure statement and related 1.50 1,455.00
issues.
05/12/11 Matthew Roose Review changes to Plans and Disclosure Statement. 0.80 464.00
05/12/11 Cedrick Mendoza-Tolentino Review drafts of revised plan and disclosure statement. 1.60 632.00
05/13/11 Bonnie Steingart Review revised plan, disclosure statement, and 2.40 2,328.00
supplemental analysis (i.e., best interests, future
projections, liquidation analysis and related documents).
05/13/11 Bonnie Steingart Review agreement re: ad hoc committee. 0.90 873.00
05/16/11 Bonnie Steingart Review issues re: revised disclosure statement order 2.80 2,716.00
(1.5); review blackline and emails re: same (1.3).
05/16/11 Bonnie Steingart Tic with A Sathy and counsel re: various issues. 0.60 582.00
05/16/11 Matthew Roose Review final changes to Plans and Disclosure 1.10 638.00
Statement.
05/17/11 Bonnie Steingart Review Debtors' blackline of disclcosure statement and 1.20 1,164.00
plan.
05/18/11 Cedrick Mendoza-Tolentino Review response to Debtors' omnibus objection. 0.20 79.00
05/19/11 Bonnie Steingart Review forms of disclosure statement approval orders. 1.30 1,261.00
05/19/11 Bonnie Steingart Review blackline of disclosure statement. 1.40 1,358.00
05/19/11 Cedrick Mendoza-Tolentino Review Midland objection to Best Western motion. 0.20 79.00
05/23/11 Cedrick Mendoza-Tolentino Review UST objection to plan. 0.30 118.50
05/24/11 Cedrick Mendoza-Tolentino Review and prepare summary email of Midland motion 1.70 671.50
re: Grand Prix Guaranty.
05/25/11 Cedrick Mendoza-Tolentino Review and revise Midland objection summary (.2); 1.40 553.00
review and prepare summary of UST objection to plan
(1.2).
Total: 97.50 78,111.00
Pg 131 of 151
Time Detail
05/04/11 Matthew Roose Emails and calls with K&E re: fee application.
05/04/11 Gabriel Libhart Draft second interim fee application.
05/05/11 Alan Resnick Reviewed Second Interim Fee Application.
05/05/11 Matthew Roose Review second interim fee application.
05/05/11 Gabriel Libhart Revise second interim fee application (1.4); e-mails re:
same (.2).
05/06/11 Matthew Roose Review and revise second interim fee application.
05/19/11 Matthew Roose Emails re: UST request re: fee applications.
05/22/11 Cedrick Mendoza-Tolentino Review UST objection to interim fee applications.
Total:
Hours Amount
0.20 116.00
3.00 1,380.00
0.40 400.00
1.50 870.00
1.60 736.00
2.10 1,218.00
0.40 232.00
0.20 79.00
9.40 5,031.00
Pg 132 of 151
Time Detail
06/15/11 Matthew Roose Calls with F. Kleisner re: confirmation (.2); calls with
Kirkland re: same (.2); related follow up (.3).
06/17/11 Bonnie Steingart Calls with Kleisner re: confirmation issues (.2); calls with
Kirkland and Ellis (.3); related follow-up (1.0).
06/17/11 Matthew Roose Call with F. Kleisner re: confirmation (.2); calls with
Debtors re: same (.3); ole wf G. Libhart re: F. Kleisner
declaration (.2).
06/17/11 Gabriel Libhart Call with Debtors re: Kleisner declaration/confirmation
(.3); ole with M. Roose re: same (.2)
06/17/11 Gabriel Libhart Ole with M. Roose re: Kleisner declaration.
06/17/11 Cedrick Mendoza-Tolentino Review amendment to chapter 11 plan (.2); review and
prepare summary for IC re: objections to chapter 11
plan (4.1).
06/20/11 Matthew Roose Review F. Kleisner declaration (.4); emails with F.
Kleisner re: same (.1 ).
06/22/11 Gary Kaplan Testimony preparation session w/ Kleisner.
06/22/11 Matthew Roose Review materials re: Kleisner prep (.3); attend Kleisner
prep (3.0); related follow-up (.7).
Total:
Hours Amount
0.70 406.00
1.50 1,455.00
0.70 406.00
0.50 230.00
0.20 92.00
4.30 1,698.50
0.50 290.00
2.20 2,134.00
4.00 2,320.00
14.60 9,031.50
Pg 133 of 151
Time Detail
06/16/11 Bonnie Steingart Board call (.4); tic with F. Kleisner (.2); review Board
presentation (.5); review draft confirmation order (1.3).
06/16/11 Matthew Roose Review board materials (.9); participate in board call
(.4).
06/29/11 Cedrick Mendoza-Tolentino Review IC meetings from April1, 2011.
Total:
Hours Amount
2.40 2,328.00
1.30 754.00
0.30 174.00
0.50 197.50
4.50 3,453.50
Pg 134 of 151
Time Detail
06/06/11 Bonnie Steingart Review documents for omnibus hearing (1.0); review fee
order (.2).
06/07/11 Gabriel Libhart Prepare for and attend hearing re: interim fee
application.
06/23/11 Gary Kaplan Prepare for and attend Innkeepers confirmation hearing
06/23/11 Matthew Roose Review revisions to POR and Disclosure Statement (.3);
attend confirmation hearing (3.4).
Total:
Hours Amount
1.20 1,164.00
2.00 920.00
4.00 3,880.00
3.70 2,146.00
10.90 8,110.00
Pg 135 of 151
Time Detail
06/17/11 Matthew Roose Attention to issues re: confirmation (.7); review
objections (.7); call with F. Kleisner re: confirmation (.2);
calls with Debtors re: same (.3); o/c w/ G. Libhart re: F.
Kleisner declaration (.2).
06/17/11 Matthew Roose Attention to issues re: confirmation (.7); review
objections (.7).
06/20/11 Gary Kaplan Review Innkeepers plan materials.
06/20/11 Matthew Roose Review plan objections and summary of same (.9);
emails re: same (.6)
06/21/11 Matthew Roose Draft summary of employment issue and F. Kleisner
declaration for G. Kaplan and B. Steingart.
06/21/11 Matthew Roose Review confirmation order and plan revisions.
06/22/11 Gary Kaplan Review Innkeepers declarations and sections of brief
(2.1); e-mails re: same (.4).
06/22/11 Matthew Roose Review materials re: plan confirmation (1. 1 ); review
materials re: Kleisner prep (.3); attend Kleisner prep
06/22/11 Matthew Roose Review materials re: plan confirmation.
06/28/11 Bonnie Steingart Review revised confirmation order (.8); calls and emails
re: same (.4).
Total:
Hours Amount
0.00 0.00
1.40 812.00
3.50 3,395.00
1.50 870.00
1.50 870.00
1.10 638.00
2.50 2,425.00
0.00 0.00
1 '10 638.00
1.20 1,164.00
13.80 10,812.00
Pg 136 of 151
Time Detail
06/03/11 Matthew Roose Review fee order.
06/03/11 Gabriel Libhart Review second interim fee order (.3); calls and e-mails
re: same (.2).
06/17/11 Gabriel Libhart Review Innkeepers materials re: compensation.
Total:
Hours Amount
0.30 174.00
0.50 230.00
0.40 184.00
1.20 588.00
Pg 137 of 151
Time Detail
08/17/11 Brad E. Scheler T/c with clients re: MAC (.3); review issues re: same
(.7).
Total:
1.00 1,100.00
1.00 1,100.00
Pg 138 of 151
Time Detail
08/22/11 Matthew Roose Review board materials re: MAC clause
Total:
0.50
0.50
290.00
290.00
Pg 139 of 151
Time Detail
08/31/11 Matthew Roose Attend hearing (.8), related follow-ip (.2)
Total:
1.00
1.00
580.00
580.00
Pg 140 of 151
Time Detail
08/18/11 Brad E. Scheler Review Cerberus/Chatham commitment (.4); multiple
tics re: same (1.1); related follow-up (.5).
08/23/11 Matthew Roose Review Debtors' status report
08/23/11 Gabriel Libhart Review Debtors' status update (.1); emails re: same (.1).
08/23/11 Cedrick Mendoza-Tolentino Review and prepare summary re: Debtors' status report,
email re: same.
08/29/11 Bonnie Steingart Review issues and docs re: Cerberus and MXC clause.
08/29/11 Cedrick Mendoza-Tolentino Review and prepare summary of complaint re:
Cerberus/Chatham early termination and em ails re:
same.
Total:
Hours Amount
2.00 2,200.00
0.40 232.00
0.20 92.00
0.90 355.50
1.20 1,164.00
0.90 355.50
5.60 4,399.00
Pg 141 of 151
Time Detail
08/02/11 Cedrick Mendoza-Tolentino Draft, review and revise third interim fee application
(6.6); email re: all monthly fee applications and third
interim fee application (.3).
08/10/11 Cedrick Mendoza-Tolentino Review local rules of SONY re: third interim fee
applications and email re: same.
08/12/11 Cedrick Mendoza-Tolentino Review and revise third interim fee application.
Total:
Hours Amount
6.90 2,725.50
1.10 434.50
0.90 355.50
8.90 3,515.50
Pg 142 of 151
Time Detail
09/08/11 Brad E. Scheler T/c with L. Ruisi re: status (.4}; related follow-up (.6}.
09/22/11 Brad E. Scheler Call with A. Sathy and M. Roose re: Cerberus status
(.8}; call with M. Beilinson and M. Roose re: Cerberus
(.6); related follow-up (.6).
09/22/11 Matthew Roose Calls with Adam Harris re: Cerberus update (.6); emails
with Ruisi re: same (.6); tic with Anup and Scheler re:
same (.8); tic with Beilinson and Scheler re: same (.6);
Total:
Hours Amount
1.00 1,100.00
2.00 2,200.00
2.70 1,647.00
5.70 4,947.00
Pg 143 of 151
Time Detail
09/23/11 Brad E. Scheler Board call (.?); related follow-up (.3).
09/23/11 Gabriel Libhart Board meeting teleconference (.7); related follow-up
(.1 ).
Total:
Hours Amount
1.00 1,100.00
0.70 427.00
0.80 416.00
2.50 1,943.00
Pg 144 of 151
Time Detail
09/06/11 Brad E. Scheler Review pleadings/news articles re: Cerberus.
09/22/11 Cedrick Mendoza-Tolentino Review Cerberus bid and review emails re: same.
Hours Amount
0.50 550.00
0.40 184.00
Total: 0.90 734.00
Pg 145 of 151
Time Detail
09/06/11 Cedrick Mendoza-Tolentino Attention to issues re: third interim fee application and
email re: same.
09/07/11 Matthew Roose Review and revise third interim fee statement (1.8);
emails with Libhart re: same (.3).
09/07/11 Gabriel Libhart Revise Innkeepers third interim fee application (5.7);
09/08/11 Alan Resnick Reviewed third interim fee application.
09/12/11 Matthew Roose Revisions to third interim fee application.
09/12/11 Diana M. Fisher Reviewed charts in third interim fee application.
09/13/11 Cedrick Mendoza-Tolentino Review and revise third interim fee application and email
re: same.
09/14/11 Gabriel Libhart Review and revise third interim fee application.
09/14/11 Cedrick Mendoza-Tolentino Revise third interim fee application (1.7); file third interim
fee application (.2).
09/28/11 Gabriel Libhart Review objection/reservation of rights to Fried Frank's
third interim fee application.
Total:
Hours Amount
0.30 138.00
2.10 1,281.00
6.10 3,172.00
0.30 300.00
1.10 671.00
0.50 127.50
1.90 874.00
1.10 572.00
1.90 874.00
0.20 104.00
15.50 8,113.50
Pg 146 of 151
Time Detail
10/04/11 Cedrick Mendoza-Tolentino Review and prepare summary of Cerberus/Chatham
opposition brief for IC.
10/10/11 Cedrick Mendoza-Tolentino Review and prepe1re summary of Cerberus answer and
motion to exclude for IC (1.0); review related adversary
proceeding filings (.3).
10/17/11 Cedrick Mendoza-Tolentino Review and prepare email of stipulation for I C.
Total:
Hours Amount
1.50 690.00
1.30 598.00
0.40 184.00
'3.20 . 1,472.00
Pg 147 of 151
Time Detail
10/24/11 Gabriel Libhart Correspondence re: Board minutes.
Total:
0.30
0.30
156.00
156.00
Pg 148 of 151
Time Detail
10/06/11 Matthew Roose Hearing on fee applications.
10/07/11 Jocelyn Ryan Review materials re: adversary proceeding hearing.
10/10/11 Jocelyn Ryan Review materials in preparation for adversary
proceeding hearing.
10/11/11 Jocelyn Ryan Attend adversary proceeding trial and review materials .
re litigation.
10/12/11 Jocelyn Ryan Attend adversary proceeding trial and update team.
10/19/11 Cedrick Mendoza-Tolentino Attention to issues re: adversary proceeding and emails
re: same.
10/21/11 Cedrick Mendoza-Tolentino Review agenda and related materials re: hearing
regarding second amended commitment letter (.2);
attend hearing re: same (1.8).
Total:
Hours Amount
0.50 305.00
. 0.80 416.00
1.00 520.00
2.10 1,092.00
1.20 624.00
0.10 46,00
2.00 920.00
7.70 3,923.00
Pg 149 of 151
10/19/11
10/19/11
Time Detail
Gabriel Libhart Review Debtors' motion re: new commitment letter.
Cedrick Mendoza-Tolentino Review and prepare summary of second amended
commitment letter and related filings.
Total:
. Hours Amount
0.30 156.00
2.40 1; 104.00
2.70' 1,260.00
Pg 150 of 151
Time Detail
10/04/11 Matthew Roose Review draft fee order (.4); emails re: same (.1).
Total:
0.50
0.50
. 305.00
305.00
Pg 151 of 151
Time Detail
10/05/11 Cedrick Mendoza-Tolentino Review and email stipulation and order re: adversary
proceeding.
10/07/11 Cedrick Mendoza-Tolentino Prepare and send files and summaries to J. Ryan for
adversary proceeding (.9); review Plaintiffs' brief and
related filings (1.0).
10/10/11 Gabriel Libhart Review Innkeepers' pleadings/notices.
Total:
Hours Amount
0.20 92.00
1.90 874.00
0.30 156.00
2.40 1,122.00

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Hearing Date: December 13, 2011 at 2:00 PM Eastern Standard Time

Objection Deadline: December 6, 2011 at 4:00 PM Eastern Standard Time

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