Case 18-30777-hdh11 Doc 1400 Filed 02/21/19 …omnimgt.com/CMSVol2/pub_47239/716844_1400.pdfCase No. 18-30777-HDH Jointly Administered SUMMARY OF FOURTH AND FINAL FEE APPLICATION OF

Francis J. Lawall (admitted pro hac vice) Pepper Hamilton LLP 3000 Two Logan Square 18th and Arch Streets Philadelphia, PA 19103-2799 Telephone: 215-981-4481 Facsimile: 215-981-4750 E-mail: [email protected]

Louis R. Strubeck, Jr. Ryan E. Manns Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: 214-855-8000 E-mail: [email protected] [email protected]

Donald J. Detweiler (admitted pro hac vice) Joanna J. Cline (admitted pro hac vice) Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 E-mail: [email protected] [email protected]

Counsel for the Official Committee of Unsecured Creditors

IN THE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

In re: 4 WEST HOLDINGS, INC., et al., 1 Debtors.

§ § § § § § §

Chapter 11 Case No. 18-30777-HDH Jointly Administered

SUMMARY OF FOURTH AND FINAL FEE APPLICATION OF NORTON ROSE FULBRIGHT US LLP AS ATTORNEYS FOR

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES

FOR THE PERIOD FROM DECEMBER 1, 2018 THROUGH FEBRUARY 13, 2019

FEE APPLICATION COVERSHEET

Name of Applicant: Norton Rose Fulbright US LLP Capacity: Counsel for the Official Committee of

Unsecured Creditors Petition Date: March 6, 2018 Retention Date: Nunc pro tunc to March 16, 2018 [Docket 1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax

identification number, is attached hereto as Exhibit A.

Case 18-30777-hdh11 Doc 1400 Filed 02/21/19 Entered 02/21/19 17:50:13 Page 1 of 195

No. 372] Date of Order Approving Employment: May 14, 2018 Prior Interim Applications: First Interim Fee Application [Dkt. No. 912]

Second Interim Fee Application [Dkt. No. 1131] Third Interim Fee Application [Dkt. No. 1326]

Period for which Compensation and Reimbursement is Sought on an Final Basis:

March 16, 2018 through, and including, February 13, 2019

Summary of Fees and Expenses Sought in This Application (for the Compensation Period) Amount of Fees Sought as Actual, Reasonable, and Necessary for the Compensation Period: $1,097,400.00

Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary for the Compensation Period:

$19,326.25

Amount of Voluntary Reductions (Negotiated Write-Off) $55,000.00

Total Compensation Sought for the Compensation Period: $1,116,726.25 - $55,000.00 = $1,061,726.25

Blended Hourly Rate for All Attorneys: $673.13 Blended Hourly Rate for All Timekeepers: $638.33 Compensation Already Paid pursuant to Interim Compensation Orders: $395,385.54

Expenses Already Paid pursuant to Interim Compensation Orders: $9,571.95

Number of Professionals Included in this Application: 9

Number of Professionals Billing Fewer than 15 Hours: 2

Summary of Fees and Expenses Sought in This Application (for Preparation of Fee Apps for the Committee Professionals) Amount of Compensation Sought as Actual, Reasonable and Necessary for Preparation of Fee Apps for NRF

$3,500

Total Compensation and Expenses Requested $1,065,226.25

This is a final application.


I. Summary of Prior Interim Fee Applications:

Date Filed & Docket

No.

Period Covered

Fees and Expenses Requested

Fees and Expenses Approved

Approved Fees and Expenses Paid

Approved Fees and Expenses Remaining

Unpaid

Date(s) of Orders on

Interim Comp. Fees Expenses Fees Expenses Fees Expenses Fees Expenses

08/30/2018 Dkt.

No. 912

3/16/2018 –

5/31/2018

$478,297 $9,493.87 $478,297 $9,493.87 $395,385.54 $9,493.87 $82,911.46 $0 12/18/2018 Dkt. 1260

10/25/2018 Dkt.

No. 1131

6/1/2018 – 8/31/2018

$354,484 $5,419.37 $354,484 $5,419.37 $0 $78.08 $354,484.00 $5,341.29 12/18/2018 Dkt. 1262

1/3/2019 Dkt. No.

1326

9/1/2018 – 11/30/2018

$156,344 $3,407.86 $0 $0 - - - - N/A

II. Prior Monthly Applications Filed:

Date Filed Docket No. Period Covered Total Fees Expenses 06/08/2018 535 March 16, 2018 – March 31, 2018 $64,318.00 $0.00 07/18/2018 749 April 1, 2018 – April 30, 2018 $190,805.50 $2,446.96 07/27/2018 781 May 1, 2018 – May 31, 2018 $223,173.50 $7,046.91 08/09/2018 817 June 1, 2018 – June 30, 2018 $200,283.50 $2,818.13 09/12/2018 962 July 1, 2018 – July 31, 2018 $97,367.50 $1,007.89 10/09/2018 1063 August 1, 2018 – August 31, 2018 $56,833.00 $1,593.35 11/06/2018 1154 Sept. 1, 2018 – Sept. 30, 2018 $76,248.00 $2,395.06 11/19/2018 1182 October 1, 2018 – October 31, 2018 $47,703.00 $534.10 12/13/2018 1265 Nov. 1, 2018 – Nov. 30, 2018 $32,393.00 $478.70 01/16/2019 1373 Dec. 1, 2018 – Dec. 31, 2018 $50,492.00 $186.45

III. Monthly Applications Incorporated Herein:

Period Covered Total Fees Expenses January 1, 2019 – January 31, 2019 $55,308.00 $818.70 February 1, 2019 – February 13, 2019 $2,475.00 $0.00

IV. Blended Rate of Professionals:

Professionals Blended Rate Partners $825.00 Senior Counsel $737.50


Senior Associate $650.00 Associate $392.50 Paralegal $360.00

V. Summary of Professionals for the Compensation Period (March 16, 2018 through, and including February 13, 2019):

NAME OF PROFESSIONAL POSITION DEPT.

YEAR ADMITTED

HOURLY BILLING

RATE

NUMBER OF RATE

INCREASES SINCE THE

RETENTION DATE

TOTAL BILLED HOURS

TOTAL COMPENSATION

Louis R. Strubeck, Jr. Partner Bankruptcy 1983 $975.00 N/A 8.7 $8,482.50

John N. Schwartz

Senior Counsel Bankruptcy 1996 $785.00 N/A 36.6 $28,731.00

Kristian W. Gluck Partner Bankruptcy 2001 $780.00 N/A 157.4 $122,772.00

Ryan E. Manns Partner Bankruptcy 2003 $720.00 N/A 625 $450,000.00

Steve Pierce Senior Counsel Bankruptcy 1987 $690.00 N/A 25.4 $17,526.00

Liz Boydston Senior Associate Bankruptcy 2007 $650.00 N/A 163.2 $106,080.00

Julie Goodrich Harrison Associate Bankruptcy 2014 $415.00 N/A 7.1 $1,946.50

Shivani P. Shah Associate Bankruptcy 2016 $370.00 N/A 604.6 $223,702.00

Sue Costello Paralegal Bankruptcy N/A $360.00 N/A 381.0 $137,160.00 Total Attorney

Hours and Fees 2009.0 $1,097,400.00

VI. Fees by Project Category for the Compensation Period (March 16, 2018 through, and

including February 13, 2019):

TASK CODE PROJECT CATEGORY

TOTAL BILLED HOURS

AVERAGE HOURLY

RATE TOTAL

COMPENSATION

B110 Case Administration 482 $436.40 $209,558.50

B120 Asset Analysis and Recovery 2.6 $693.08 $1,802.00


TASK CODE PROJECT CATEGORY

TOTAL BILLED HOURS

AVERAGE HOURLY

RATE TOTAL

COMPENSATION

B130 Asset Disposition 2.2 $725.45 $1,596.00

B140 Relief from Stay/Adequate Protection 7.3 $590.68 $4,312.00

B150 Meetings of and Communications with Creditors 96.9 $647.34 $62,727.00

B155 Rule 2004 Examinations; Depositions 41.9 $562.41 $23,565.00

B160 Fee/Employment Applications 179 $579.15 $104,710.50

B170 Fee/Employment Objections 0.7 $670.00 $469.00

B185 Assumption/Rejection of Leases and Contracts 11 $703.91 $7,743.00

B190 Other Contested Matters, including Preparation of Motions 283.3 $577.61 $163,636.00

B230 Financing/Cash Collections 19.7 $684.52 $13,485.00

B255 Valuation/Appraisal of Assets 1.5 $720.00 $1,080.00

B310 Asset Disposition 10.3 $444.76 $4,581.00

B320 Plan and Disclosure Statement 43 $618.93 $26,614.00

B325 Disclosure Statement and Plan Objections and Negotiations 91.1 $602.56 $54,893.50

L120 Analysis/Strategy 80.3 $713.03 $57,256.00

L160 Settlement & Mediation, Including Preparation, Negotiations, and Drafting 101.4 $614.73 $62,333.50

L310 Discovery Issues 82.3 $532.81 $43,850.00

L440 Hearing Preparation and Support 226.3 $497.10 $112,493.00

L450 Hearing Attendance 189.2 $577.94 $109,346.00

L510 Appeals 56.6 $551.25 $31,201.00

L520 Appellate Briefs 0.4 $370.00 $148.00 TOTAL 2009.0 $546.24 $1,097,400.00

VII. Expense Summary for the Compensation Period (March 16, 2018 through, and including

February 13, 2019):

EXPENSE CATEGORY AMOUNT Parking $665.00 Court/Filing Fees $873.00 Copies $9,314.25 Courier/Delivery Service $779.77


EXPENSE CATEGORY AMOUNT CourtCall $1,028.00 Client Meals $2,233.78 Transcripts $1,653.35 Lexis/Westlaw $1,605.00 FedEx $98.98 Travel $1,034.04 Travel Meals $41.08 Total $19,326.25

[Remainder of page intentionally left blank.]



DALLAS DIVISION

In re: 4 WEST HOLDINGS, INC., et al., Debtors.

§ § § § § § §

Chapter 11 Case No. 18-30777-HDH Jointly Administered

FOURTH AND FINAL FEE APPLICATION OF

NORTON ROSE FULBRIGHT US LLP AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR

ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM MARCH 16, 2018 THROUGH FEBRUARY 13, 2019

A HEARING WILL BE CONDUCTED ON MARCH 19, 2019 AT 1:30 P.M. AT THE UNITED STATES BANKRUPTCY COURT AT EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE ST., 14TH FLOOR, COURTROOM 3, DALLAS, TX 75242-1496. ANY RESPONSE SHALL BE IN WRITING AND FILED WITH THE CLERK OF THE UNITED STATES BANKRUPTCY COURT AT EARLE CABELL FEDERAL BUILDING, 1100 COMMERCE ST., 14TH FLOOR, COURTROOM 3, DALLAS, TX 75242-1496, BEFORE CLOSE OF BUSINESS ON MARCH 14, 2019, WHICH IS AT LEAST 21 DAYS FROM THE DATE OF SERVICE HEREOF, AND A COPY SHALL BE SERVED UPON COUNSEL FOR THE MOVING PARTY PRIOR TO THE DATE SET FORTH HEREIN. IF A RESPONSE IS FILED, A HEARING MAY BE HELD WITH NOTICE ONLY TO THE OBJECTING PARTY.

Pursuant to sections 330 and 331 of title 11 of the United States Code (the “Bankruptcy

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

Rule 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the

Northern District of Texas and the Guidelines for Compensation and Expense Reimbursement of

Professionals in Chapter 11 Cases located in Appendix F thereto (the “Local Rules”), and the

Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of

Professionals [Dkt. No. 262] (the “Interim Compensation Order”), Norton Rose Fulbright US


LLP (“NRF”), counsel for the Official Committee of Unsecured Creditors (the “Committee”) of

4 West Holdings, Inc., et al. (collectively, the “Debtors”) submits this Fourth and Final Fee

Application of Norton Rose Fulbright US LLP as Counsel for the Official Committee of

Unsecured Creditors for Allowance of Fees and Reimbursement of Expenses for the Period from

March 16, 2018 through February 13, 2019 (the “Application”) seeking final allowance of fees

in the amount of $1,045,900.001 and reimbursement of expenses in the amount of $19,326.25 for

the period from March 16, 2018 through February 13, 2019 (the “Compensation Period”). In

support of this Application, NRF respectfully submits the following:

I. BACKGROUND

1. On March 6, 2018 (the “Petition Date”), each of the Debtors commenced a

voluntary case under chapter 11 of the Bankruptcy Code in this Court. The Debtors were

authorized to operate their businesses and manage their properties as debtors in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

2. On March 16, 2018, the U.S. Trustee appointed the Committee pursuant to

Bankruptcy Code section 1102(a)(1). [Dkt. No. 117].

3. On April 18, 2018, the Court entered the Interim Compensation Order.

4. On May 14, 2018, the Court entered the Order Granting Application of the

Official Committee of Unsecured Creditors of 4 West Holdings, Inc. et al. to Retain and Employ

Norton Rose Fulbright US LLP as Counsel, Nunc Pro Tunc to March 16, 2018 [Dkt. No. 372].

1 Pursuant to the Confirmation Order entered on January 14, 2019 [Docket No. 1361], the Committee professionals collectively agreed to reduce their professional fees by $300,000.00 (the “Reduced Fee Amount”). NRF’s share of the Reduced Fee Amount is $55,000. Accordingly, the total amount of fees requested for the Compensation Period ($1,065,226.25) has been reduced by $55,000.00.


5. On December 18, 2018, the Court entered the Order Granting First Interim Fee

Application of Norton Rose Fulbright US LLP as Attorneys for The Official Committee of


March 16, 2018 through May 31, 2018 [Dkt. No. 1260] approving fees and expenses in the

amount of $487,790.87 on an interim basis and the Order Granting Second Interim Fee

Application of Norton Rose Fulbright US LLP as Attorneys for The Official Committee of


June 1, 2018 through August 31, 2018 [Dkt. No. 1262] approving fees and expenses in the

amount of $365,322.74 on an interim basis.

6. On January 14, 2019, the Court entered the Findings of Fact, Conclusions of Law,

and Order Confirming Debtors’ Modified Third Amended Joint Plan of Reorganization under

Chapter 11 of the Bankruptcy Code (the “Confirmation Order”) [Dkt. No. 1361].

7. On February 13, 2019 (the “Effective Date”), the Debtors filed the Notice of

(I) Entry of Order Confirming the Debtors’ Modified Third Amended Joint Plan of

Reorganization Under Chapter 11 of the Bankruptcy Code, and (II) Effective Date [Dkt.

No. 1386].

II. PRIOR MONTHLY FEE STATEMENTS

8. Pursuant to the Interim Compensation Order, NRF has filed with the Court

monthly applications for the following periods, each of which is incorporated herein by reference

in its entirety: March 16, 2018 through March 31, 2018 [Dkt. No. 535], April 1, 2018 through

April 30, 2018 [Dkt. No. 749], May 1, 2018 through May 31, 2018 [Dkt. No. 781], June 1, 2018

through June 30, 2018 [Dkt. No. 817], July 1, 2018 through July 31, 2018 [Dkt. No. 962],

August 1, 2018 through August 31, 2018 [Dkt. No. 1063], September 1, 2018 through


September 30, 2018 [Dkt. No. 1154], October 1, 2018 through October 31, 2018 [Dkt.

No. 1182], November 1, 2018 through November 30, 2018 [Dkt. No. 1265], and December 1,

2018 through December 31, 2018 [Dkt. No. 1373] (collectively, the “Monthly Fee Statements”).

9. In accordance with the Interim Compensation Order, the monthly applications for

January and February are incorporated into this Final Fee Application. The total amount sought

for (a) payment of services rendered and (b) reimbursement of expenses incurred for the monthly

periods of January and February (through the Effective Date) are as follows:

January 1, 2019 – January 31, 2019

February 1, 2019 – February 13, 2019 TOTAL

Total Fees for the Monthly Period $55,308.00 $2,745.00 $58,053.00

Total Expenses for the Monthly Period $818.70 $0.00 $818.70

TOTAL $56,126.70 $2,745.00 $58,871.70

III. SUMMARY OF APPLICATION

A. Summary of Professional Compensation and Reimbursement of Expenses Requested.

10. During the Compensation Period, NRF provided important advice and services to

the Committee that enabled it to discharge its fiduciary duties in connection with these chapter

11 cases. By this Application, NRF requests final allowance of $1,045,900.00 as compensation

for professional services rendered during the Compensation Period and allowance of $19,326.25

as reimbursement for actual and necessary expenses incurred by NRF during the Compensation

Period.

11. NRF attorneys and paraprofessionals expended a total of 2009.0 hours during the

Compensation Period. All services for which compensation is requested by NRF were performed

for or on the behalf of the Committee.


12. NRF has received no promises of payment from any source for services rendered

or to be rendered in any capacity whatsoever in connection with the matters covered by this

Application. There is no agreement or understanding between NRF and any other person, other

than members of the firm, for the sharing of compensation to be received for services rendered in

these cases.

13. The fees charged by NRF in these cases are billed in accordance with NRF’s

normal hourly rates and procedures in effect during the Compensation Period, and in accordance

with the Retention Order. NRF agreed to the following rate adjustments for this engagement:

Lou Strubeck’s standard rate was reduced from $1,100/hour to $975/hour, Liz Boydston’s

standard rate was reduced from $720/hour to $650/hour and Sue Costello’s standard rate was

reduced from $390/hour to $360/hour2 NRF’s fees are reasonable based on the customary

compensation charged by comparably skilled practitioners in comparable non-bankruptcy cases

in a competitive national legal market.

14. Furthermore, pursuant to the Confirmation Order, the Committee professionals

collectively agreed to reduce their professional fees by the amount of $300,000.00. The reduction

will be allocated among the Committee professionals in the following amounts: Pepper Hamilton

LLP $75,000.00, NRF $55,000.00 and CohnReznick LLP $170,000.00.

15. NRF’s foregoing reduction in fees combined with voluntary rate reductions and

voluntary write-offs resulted in an aggregate savings of $81,282.81 to the Debtors’ estates during

the Compensation Period.

2 This reduction in standard hourly rates resulted in a voluntary reduction of $23,941.50 in the aggregate.


B. Summary of Services and Compensation by Project Category During the Compensation Period.

16. NRF maintains computerized records of the time spent by all NRF attorneys and

paraprofessionals in connection with its representation of the Committee pursuant to, and in

compliance with, the Local Rules and the Department of Justice Appendix B Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under United

States Code by Attorneys in Larger Chapter 11 Cases (the “Guidelines”).

17. NRF’s itemized records detailing expenses incurred on behalf of the Committee

during the Compensation Period and NRF’s itemized time records for professionals and

paraprofessionals performing services for the Committee during the Compensation Period have

been attached as Exhibits “D” and “E” to each of the Monthly Fee Statements, respectively. All

itemized expenses comply with the requirements of the Local Rules and Guidelines.

18. The professional services performed by NRF during the Compensation Period

were necessary and appropriate for the Committee to discharge its fiduciary duties in connection

with these chapter 11 cases. These services were rendered in the best interests of the Committee

and other parties in interest. The compensation requested is commensurate with the complexity

and nature of the issues and tasks involved.

19. The following paragraphs constitute a summary of the significant professional

services rendered by NRF during the Compensation Period. This summary is organized in

accordance with the internal system of task codes set up by NRF at the outset of these chapter 11

cases. If a task code does not appear below, then NRF did not bill significant time for that work

code during the Compensation Period.


Case Administration Task Code B110: Fees: $209,558.50; Total Hours: 480.20

20. This category includes, without limitation, time spent communicating and

meeting with other professionals acting on behalf of the Committee; communicating with the

Court and the Court’s staff; strategy meetings with the NRF working group; drafting, updating,

reviewing, and filing various case documents and pleadings, including notices, agendas, exhibit

and witness lists, preparing exhibits; as well as administrative matters and any other matters for

which there is not a specific task code.

Asset Analysis and Recovery Task Code B120: Fees: $1,802.000; Total Hours: 2.60

21. This category includes, without limitation, time spent analyzing and working on

matters related to encumbered and unencumbered assets of the Debtors; analysis and discussions

regarding asset sales, procedures for asset sales, implementation of bid procedures, diligence and

discovery relating to the potential sale of substantially all of the Debtors’ assets; review and

analysis of potential additional assets belonging to the Debtors’ estates. Including potential

recovery actions, potential causes of action and other litigation, as well as non-litigation means

of recovering assets.

Asset Disposition Task Code B130: Fees: $1,596.00; Total Hours: 2.2

22. This category includes, without limitation, time spent reviewing and

communicating with other professionals on behalf of the Committee in relation to the Operations

Transfer Agreement, qualified bids, and sale auction.


Relief from Stay/Adequate Protection Proceedings Task Code B140: Fees: $4,312.00; Total Hours: 7.30

23. This category includes, without limitation, time spent communicating and

meeting with the Debtors and their professionals and analysis of issues related to violations of or

requests for relief from the automatic stay.

Meetings of and Communications with Creditors Task Code B150: Fees: $62,727.00; Total Hours: 96.90

24. This category relates to Committee matters, meetings, and conference calls with

the Committee as a whole, with individual Committee members, and with the Committee’s

financial advisor CohnReznick, and in relation to written communications with the Committee.

NRF held telephonic meetings and additional telephonic meetings as matters required the

Committee’s attention.

Rule 2004 Examinations; Depositions Task Code B155: Fees: $23,565.00; Total Hours: 41.90

25. This category includes, without limitation, time spent reviewing, drafting,

negotiating, and communications regarding Bankruptcy Rule 2004 requests and preparing,

attending, and reviewing documents and testimony garnered through Bankruptcy Rule 2004

requests.

Fee/Employment Applications Task Code B160: Fees: $104,710.50; Total Hours: 180.80

26. This category includes, without limitation, time spent reviewing and

communicating with parties in interest regarding employment applications and fee applications

for any and all professionals, including ordinary course professionals.


Fee/Employment Objections Task Code B170: Fees: $469.00; Total Hours: 0.70

27. This category includes, without limitation, time spent preparing, reviewing, and

communicating with parties in interest regarding objections to employment applications and fee

applications for any and all professionals, including ordinary course professionals.

Assumption/Rejection of Leases and Contracts Task Code B185: Fees: $7,743.00; Total Hours: 11.00

28. This category includes, without limitation, time spent reviewing and evaluating

the Debtors’ rights and obligations under unexpired leases and executory contracts.

Other Contested Matters, including Preparation of Motions Task Code B190: Fees: $163,636.00; Total Hours: 283.30

29. This category includes, without limitation, time spent drafting substantive

pleadings not specifically covered by other task codes, preparing argument on substantive issues

not specifically covered by other task codes, negotiating with counterparties regarding contested

matters not specifically covered by other task codes, and analysis and strategy meetings related

to contested matters not specifically covered by other task codes.

DIP Financing and Cash Collections Task Code B230: Fees: $13,485.00; Total Hours: 19.70

30. This category includes, without limitation, time spent negotiating the DIP,

drafting all manner of pleadings related to the DIP, communications with any and all parties in

interest and the Court regarding the DIP, preparing arguments for DIP-related hearings, and

attending DIP-related hearings.

Valuation /Appraisal of Assets (or Review of Appraisals) Task Code B255: Fees: $1,080.00; Total Hours: 1.50

31. This category includes, without limitation, time spent relating to the Debtors’

valuations, including working with CohnReznick as well as preparing, reviewing, and


participating in discussions and meetings with various parties regarding the appraisal of the

Debtors’ assets.

Claims Administration and Objections Task Code B310: Fees: $4,581.00; Total Hours: 10.30

32. This category includes, without limitation, time spent on preparing, revising, and

filing an objection to Omega’s proof of claim.

Plan and Disclosure Statement, including Business Plan Task Code B320: Fees: $26,614.00; Total Hours: 43.00

33. This category includes, without limitation, time spent meeting with the Debtors’

regarding the Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code

(as amended and modified, the “Plan”) and Disclosure Statement for the Debtors’ Joint Plan of

Reorganization Under Chapter 11 of the Bankruptcy Code (as amended and modified, the

“Disclosure Statement”); negotiating, preparing, revising, and drafting pleadings related to each

version of the Plan and Disclosure Statement; and preparing for and attending hearings on each

version of the Plan and Disclosure Statement

Disclosure Statement and Plan Objections and Negotiations Task Code B325: Fees: $54,893.50; Total Hours: 91.10

34. This category includes, without limitation, time spent reviewing each version of

the Plan and Disclosure Statement; meetings, communications and negotiations with the

Debtors’, the Omega Parties and other parties in interest regarding objections to each version of

the Plan and Disclosure Statement; preparing, revising, and filing objections to the Plan and

Disclosure Statement; preparing for and attending hearings on objections to the Plan and

Disclosure Statement.


Analysis/Strategy Task Code L120: Fees: $57,256.00; Total Hours: 80.30

35. This category includes, without limitation, time spent reviewing, analyzing and

negotiating with the Debtors, Plan Sponsor and Omega Parties.

Settlement & Mediation, Including Preparations and Negotiations Task Code L160: Fees: $62,333.50; Total Hours: 101.40

36. This category includes, without limitation, time spent preparing for mediation,

preparing for and attending settlement meetings, preparing for and attending court-ordered

negotiations, preparing and reviewing settlement proposals, communications regarding

settlement, negotiations, analysis of options, meetings with various parties regarding settlement

and negotiations, and preparing documents and pleadings related to settlement and mediation.

Discovery Issues Task Code L310: Fees: $43,850.00.00; Total Hours: 82.30

37. This category includes, without limitation, time spent reviewing, responding to,

discussing, preparing, revising, analyzing, and serving discovery, including meet and confers;

and preparing, revising, and filing motions to compel production of discovery.

Hearing Preparation and Support Task Code L440: Fees: $112,493.00; Total Hours: 226.30

38. This category includes, without limitation, time spent preparing for hearings,

including multiple contested hearings throughout the duration of the chapter 11 cases.

Hearing Attendance Task Code L450: Fees: $109,346.00; Total Hours: 189.20

39. This category includes, without limitation, time spent attending hearings

throughout the duration of the chapter 11 cases.


Appeals Task Code L510: Fees: $31,201.00; Total Hours: 56.60

40. This category includes, without limitation, time spent on preparing, revising, and

filing an appeal of the 9019 Order; communications with the Debtors, Omega Parties, and court

staff regarding procedures, timing, and scheduling of the appeal; and other administrative matters

relating to: (i) the Committee’s appeal of the Order (I) Approving Amended Settlement

Agreement and (II) Granting Related Relief [Dkt. No. 375], Case No. 18-01310 and (ii) the

Omega Entities appeal of the Order Granting Official Committee of Unsecured Creditors’

Emergency Motion to Enforce Settlement [Dkt. No. 1137], Case No. 18-03106 (collectively, the

“Appeals”).

Appellate Briefs Task Code L520: Fees: $148.00; Total Hours: 0.40

41. This category includes, without limitation, time spent preparing, revising and

filing any pleadings or briefs related to the Appeals.

42. The foregoing professional services performed by NRF were required in order for

the Committee to discharge its duties under the Bankruptcy Code. NRF’s requested

compensation for the foregoing services is commensurate with the complexity, importance, and

nature of the problems, issues, or tasks involved. The professional services were performed in an

efficient manner, and without duplication of work performed by the Committee’s other advisors.

Itemized time records of NRF professionals and paraprofessionals during the Compensation

Period are set forth in Exhibit “E” of each Monthly Fee Statement and are attached hereto as

Exhibit E.3

3 Itemized time records for the monthly periods of January and February are also included.


C. Actual and Necessary Disbursements.

43. Section 330 of the Bankruptcy Code authorizes “reimbursement for actual,

necessary expenses” incurred by professionals employed in a chapter 11 case. Accordingly,

NRF requests allowance of actual and necessary expenses incurred during the Compensation

Period in the amount of $19,326.25. NRF’s itemized record detailing expenses incurred on

behalf of the Committee during the Compensation Period are set forth in Exhibit “D” of each

Monthly Fee Statement and are attached as Exhibit D hereto.4

44. NRF’s disbursement policies require the pass through of all out-of-pocket

expenses at actual cost or an estimated actual cost when the actual cost is difficult to determine.

For example, with respect to black and white duplication charges, NRF will charge $0.05 per

page because the actual cost is difficult to determine. Similarly, as it relates to computerized

research, NRF believes that it does not make a profit on that service as a whole, although the cost

of any particular search is difficult to ascertain. Other reimbursable expenses (whether the

service is performed by NRF in house or through a third-party vendor) include, but are not

limited to, facsimiles, toll calls, overtime, deliveries, court costs, cost of food at meetings,

transcript fees, travel, and clerk fees.

45. Nine professionals are included in the disclosures for the Compensation Period.

Of those nine professionals, two billed fewer than fifteen (15) hours during the Compensation

Period. These services were necessary and appropriate to address the specific needs of the

Committee.

D. Statement of NRF.

46. Pursuant to section C.5 of the Guidelines, NRF makes the following statements:

4 Itemized records detailing expenses incurred for the monthly periods of January and February are also included.


A. Did you agree to any variations from, or alternatives to, your standard customary billing rates, fees or terms for services pertaining to this engagement that were provided during the application period? If so, please explain.

Yes, as referenced above, NRF agreed to slightly reduce the billable rates of certain timekeepers (Lou Strubeck, Liz Boydston and Sue Costello) for this engagement. These reductions constituted slight variations from NRF’s standard customary billing rates, fees or terms for services pertaining to this engagement that were provided during the Compensation Period.

B. If the fees sought in this final fee application as compared to

the fees budgeted for the time period covered by this fee application are higher by 10% or more, did you discuss the reasons for the variation with the client?

The Final DIP Order contains a budget for the fees of each of the estate professionals. Due to the complexity of the Debtors’ chapter 11 cases, the significant efforts required to resolve multiple contested matters, and the pivotal role of the Committee in pursuing a successful reorganization of the Debtors, the fees requested exceed the budget in the Final DIP Order.

C. Have any of the professionals included in this Fee Application

varied their hourly rate based on the geographic location of the bankruptcy case?

No, none of the professionals included in this Fee Application varied their hourly rate based on the geographic location of the bankruptcy cases.

D. Does this fee application include time or fees related to

reviewing, or revising invoices? (This is limited to work involved in preparing and editing billing records that would not be compensable outside of bankruptcy and does not include reasonable fees for preparing a fee application.) If so, please quantify hours and fees.

No, this Application does not include time and fees related to reviewing or revising time records or preparing, reviewing, or revising invoices that would not be compensable outside of bankruptcy. Only reasonable fees related to the preparation of NRF’s budget and staffing plan, and NRF’s Monthly


Statements have been included in this Fee Application. The only reviewing of invoices and time records included in this Fee Application is that time spent reviewing and redacting for privilege.

E. Does this fee application include time or fees for reviewing time records to redact any privileged or other confidential information? If so, please quantify by hours and fees.

Yes, this Application includes minimal time—less than two hours per month—to redact privileged and confidential information.

F. If the fee application includes any rate increases since

retention: (i) Did your client review and approve those rate increases in advance? (ii) Did your client agree when retaining the law firm to accept all future rate increases? If not, did you inform your client that they need not agree to modified rates or terms in order to have you continue the representation, consistent with ABA Formal Ethics Opinion 11–458?

No, this Fee Application does not include a rate increase since NRF’s retention.

IV. ARGUMENTS AND AUTHORITIES

A. The Compensation and Out-of-Pocket Expenses Sought by NRF Are Actual, Necessary, and Reasonable Under the Standards Established in the Bankruptcy Code and in the Fifth Circuit and Should Be Allowed.

47. Under section 330(a) of the Bankruptcy Code, the Court may award a retained

professional “reasonable compensation for actual, necessary services” and “reimbursement for

actual, necessary expenses.” 11 U.S.C. § 330(a). Factors to be considered in determining whether

attorney’s fee awards in bankruptcy cases are reasonable, under section 330(a) of the Bankruptcy

Code, include:

[T]he nature, the extent, and the value of such services taking into account all relevant factors, including—(a) the time spent; (b) the rates charged; (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, the case; (d) whether the services were performed within a reasonable time, given the complexity, importance, and nature of the problem, issue, or task; (e) whether the professional 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 compensation charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330(a)(3).

48. The Fifth Circuit evaluates whether an award for attorneys’ fees is reasonable

pursuant to a “lodestar” analysis under factors provided in Johnson v. Ga. Highway Express,

Inc., 488 F.2d 714 (5th Cir. 1974) (establishing what is commonly known as the “Johnson

factors” for the determination of the reasonableness of an award for attorneys’ fees in civil rights

cases); see also Am. Benefit Life Ins. Co. v. Baddock (In re Am. Benefit Life Ins. Co.), 544 F.2d

1291, 1298-99 (5th Cir.), cert. denied, 431 U.S. 904 (1977) (extending the Johnson factor

analysis into the bankruptcy context under the Bankruptcy Act). The Johnson factors are: (1) the

time and labor required; (2) the novelty and difficulty of the questions; (3) the skill requisite to

perform the legal service properly; (4) the preclusion of other employment by the attorney due to

acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time

limitations imposed by the client or the circumstances; (8) the amount involved and the results

obtained; (9) the experience, reputation, and ability of the attorneys; (10) the “undesirability” of

the case; (11) the nature and length of the professional relationship with the client; and (12)

awards in similar cases. Id. at 717-18.

49. The lodestar fee is equal to the number of hours reasonably expended multiplied

by a reasonable hourly rate. Rutherford v. Harris County, Tex., 197 F.3d 173, 192 (5th Cir.

1999). The lodestar is then adjusted to reflect the special circumstances of the case and the

Johnson factors. McClain v. Lufkin Indus., 519 F.3d 264, 268 (5th Cir. 2008) (citing Johnson,

488 F.2d at 714); In re Cahill, 428 F.3d 536, 539-40 (5th Cir. 2005) (applying the Johnson

factors in the bankruptcy context under the Code); Transamerican Natural Gas Corp. v. Zapata


P’ship, Ltd. (In re Fender), 12 F.3d 480, 487 (5th Cir. 1994); In re First Colonial, 544 F.2d at

1298-99; Johnson, 488 F.2d at 714; In re Mirant Corp., 354 B.R. 113, 126, n. 28 (Bankr. N.D.

Tex. 2006), aff’d sub nom. Smith v. Mirant Corp. (In re Mirant Corp.), 308 F. App’x 824 (5th

Cir. 2009).

50. In determining if fees are reasonable and necessary, courts must look at the

application in light of the work the representation required. In re Buffets, LLC, et al., No. 16-

50557 (Bankr. W.D. Tex. filed Sept. 18, 2017) ECF No. 2826. For example, it is reasonable that

more than one professional may bill for reviewing the same complicated pleading especially

where fees are reactionary: counsel is forced to rework original proposals, continuously

negotiating with multiple sets of attorneys, and responding to expedited motions at the drop of a

hat. Id.

51. The sum of $1,045,900.00 in professional fees for the Compensation Period is

reasonable compensation for the professional services rendered by NRF based on a lodestar

analysis and the standard first set forth in Johnson, 488 F.2d at 717-19, made applicable to

bankruptcy cases in First Colonial, and as further explained in In re Cahill and In re Fender.

52. As described below, NRF’s fees and expenses incurred during the Compensation

Period satisfy applicable Fifth Circuit precedent, including the Johnson factors, and section 330

of the Bankruptcy Code, and therefore should be allowed in their entirety.

B. NRF’s Application Satisfies the Johnson Factors.

1) Time and Labor Required

53. NRF billed a total of 2009.0 hours from March 16, 2018 through February 13,

2019 in connection with its engagement as counsel to the Committee in these chapter 11 cases.

All of the time expended was necessary and appropriate to the representation of the Committee

in these complex and time-sensitive chapter 11 cases.


2) Novelty and Difficulty of Questions Involved

54. NRF additionally submits that the time it spent in connection with the matters and

issues addressed in each category was commensurate with the novelty and difficulty of the issues

presented. Specifically, there was contentious litigation between the Debtors, Omega Entities,

and the Committee regarding several matters including, but not limited to: (i) Debtors’ Motion

(I) Pursuant to 11 U.S.C. §§ 105, 361, 362, 363 and 364 Authorizing the Debtors to (A) Obtain

Senior Secured Priming Superpriority Postpetition Financing, (B) Grant Liens and Superpriority

Administrative Expense Status, (C) Use Cash Collateral of Prepetition Secured Parties, and

(D) Grant Adequate Protection to Prepetition Secured Parties; (II) Scheduling a Final Hearing

Pursuant to bankruptcy Rules 4001(b) and 4001(c); and (III) Granting Related Relief [Dkt.

No. 18]; (ii) Motion of the Debtors for Entry of an Order (I) Approving the Settlement and

Compromise of Certain Claims Pursuant to a Settlement Agreement; and (II) Granting Related

Relief [Dkt. No. 101], (iii) Debtors’ motion for Entry of an Order Approving Bidding and

Auction Procedures Governing Submission and Consideration of Competing Plan Sponsorship

Proposals [Dkt. No. 308]; (iii) Debtors’ Motion to Supplement Order Approving (A) Disclosure

Statement, (B) Determining Dates, Procedures, and Forms Applicable to Solicitation Process,

(C) Establishing Vote Tabulation Procedures, and (D) Establishing Objection Deadline and

Scheduling Plan Confirmation Hearing [Dkt. No. 625]; (iv) Debtors’ Modified Third Amended

Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Dkt. No. 1053] (as

further modified by Dkt. No. 1120); (v) Motion for Reconsideration of Order Granting Debtors’

Motion to Approve Plan Modifications Under Bankruptcy Rule 3019 [Dkt. No. 1249]; and

(vi) Emergency Motion to Interpret Omega Settlement Agreement or, Alternatively, to Continue

Confirmation Hearing [Dkt. No. 1269].


3) Skill Requisite to Perform Services Properly

55. These chapter 11 cases required the services of skilled professionals with

expertise in large, complex chapter 11 cases, as well as in litigation, corporate, and finance. NRF

utilized professionals with the level of seniority and experience appropriate in relation to the

complexity and requirements of the task performed, without unnecessary duplication of efforts.

4) Preclusion of Other Employment

56. Given the size and depth of NRF’s restructuring practice, NRF’s representation of

the Committee has not precluded it from accepting other engagements.

5) Fee Customarily Charged

57. NRF seeks allowance of professional fees based on hourly rates that are consistent

with rates charged by NRF to its other clients. The hourly rates charged by NRF are within the

range of those customarily charged by professionals having comparable skills and expertise in

similar matters.

6) Whether the Fee is Fixed or Contingent

58. NRF’s fees are fixed according to the time spent on behalf of the Committee and

NRF’s prevailing hourly rates. NRF’s compensation is contingent on the availability of sufficient

assets and funds in the estate to pay such fees, and on allowance of such fees by the Court.

7) Time Limitation Imposed by Client or Circumstances

59. Due to the nature of these chapter 11 cases, NRF worked diligently to attend to

many issues in a compressed time period. The tremendous efforts of NRF’s attorneys and

paraprofessionals in completing this work on an expedited basis, which ultimately inured to the

benefit of the Debtors’ unsecured creditors.


8) Results Obtained

60. NRF submits that the amount of compensation and out-of-pocket expenses

requested in this Application are both reasonable and appropriate, particularly in light of the

culmination of all of the parties’ steadfast efforts - a consensual confirmation of the Plan.

9) Experience, Reputation, and Ability of Professional

61. NRF has been involved in complex major chapter 11 cases both nationally and in

Texas. As a result of this experience, NRF brings to these chapter 11 cases a high level of

expertise in the areas of bankruptcy, corporate reorganization, corporate, banking and finance,

and bankruptcy litigation that has inured to the benefit of the Debtors’ unsecured creditors.

NRF’s experience in reorganization matters have substantially contributed to the efficient and

effective representation of the Committee in these chapter 11 cases.

10) Undesirability of Case

62. NRF’s representation of the Committee is not, and has not been, undesirable.

However, NRF has had to draw from significant firm resources as counsel to the Committee,

without any certainty as to compensation or reimbursement.

11) Nature and Length of Professional Relationship with Client

63. NRF has acted as counsel to the Committee since March 16, 2018, and rendered

services to the Committee continuously from that date to February 13, 2019.

12) Awards in Similar Cases

64. NRF believes that the amounts requested for approval and allowance are

consistent with fees charged by comparably skilled professionals for similar services in other

large and complicated chapter 11 cases. See, In re ADPT DFW Holdings LLC, et al., No. 17-

31432, (Bankr. N.D. Tex. filed November 14, 2017) ECF No. 910.


C. Required Certification Included with Fee Application.

65. Pursuant to Local Rules attached hereto as Exhibit B, and incorporated herein by

reference, is the Declaration of Ryan E. Manns, certifying that this Fee Application complies

with the Local Rules.

V. NOTICE

66. Notice of this Application shall be given to the Notice Parties5 and all parties

required under Bankruptcy Rule 2002(a)(6).

WHEREFORE, NRF respectfully requests that the Court grant this Application and enter

an order, substantially in the same form as Exhibit C attached to this Application, (i) approving

on a final basis allowance of compensation for professional services rendered to the Committee

during the Compensation Period in the amount of $1,045,900.00 and for expenses incurred by

NRF during the Compensation Period in the amount of $19,326.25 for a sum total of

$1,065,226.25; and (ii) granting NRF such other and further relief as is just and proper, at law or

in equity.

Dated: February 21, 2019 Respectfully submitted, /s/ Ryan E. Manns Louis R. Strubeck, Jr. Ryan E. Manns Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: 214-855-8000 E-mail: [email protected] [email protected]

Francis J. Lawall (admitted pro hac vice) Pepper Hamilton LLP 3000 Two Logan Square

5 As defined in the Interim Compensation Order. See Dkt. No. 262.


18th and Arch Streets Philadelphia, PA 19103-2799 [email protected] Telephone: 215-981-4481 Facsimile: 215-981-4750 E-mail: [email protected]

Donald J. Detweiler (admitted pro hac vice) Joanna J. Cline (admitted pro hac vice) Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 E-mail:[email protected] [email protected]



EXHIBIT A (Debtor Name Case No. and EIN)

DEBTOR NAME CASE NO. EIN 1. 4 West Holdings, Inc. 18-30777 9732 2. 4 West Investors, LLC 18-30778 6021 3. Aiken RE, LLC 18-30850 1814 4. Ambassador Rehabilitation and Healthcare Center, LLC 18-30879 1636 5. Anchor Rehabilitation and Healthcare Center of Aiken, LLC 18-30868 9448 6. Anderson RE TX, LLC 18-30774 3630 7. Anderson RE, LLC 18-30861 1806 8. Ark II Real Estate, LLC 18-30840 3628 9. Ark III Real Estate, LLC 18-30847 0121 10. Ark Mississippi Holding Company, LLC 18-30788 3765 11. Ark Real Estate, LLC 18-30809 6014 12. Ark South Carolina Holding Company, LLC 18-30856 0002 13. Ark Texas Holding Company, LLC 18-30806 3739 14. Battle Ground RE, LLC 18-30825 1818 15 Brushy Creek Rehabilitation and Healthcare Center, LLC 18-30884 3292 16. Bryan RE, LLC 18-30775 3633 17. Burleson RE, LLC 18-30759 1777 18. Capstone Rehabilitation and Healthcare Center, LLC 18-30878 7871 19. Charlottesville Pointe Rehabilitation and Healthcare Center, LLC 18-30801 4467 20. Charlottesville RE, LLC 18-30829 0836 21. Cleveland RE, LLC 18-30811 6013 22 Clinton RE, LLC 18-30812 8109 23. Cobblestone Rehabilitation and Healthcare Center, LLC 18-30869 1612 24. Collierville RE, LLC 18-30841 8845 25. Columbia RE, LLC 18-30815 8838 26 Columbia Rehabilitation and Healthcare Center, LLC 18-30795 6772 27. Comfort RE, LLC 18-30764 1902 28. Connersville RE, LLC 18-30833 9824 29. Corinth RE, LLC 18-30814 1777 30. Cornerstone Rehabilitation and Healthcare Center, LLC 18-30800 8841 31. Crystal Rehabilitation and Healthcare Center, LLC 18-30807 8842 32. Delta Rehabilitation and Healthcare Center of Cleveland, LLC 18-30792 7212 33. Descending Dove, LLC 18-30842 8081 34. Diboll RE, LLC 18-30766 1939 35. Easley RE II, LLC 18-30857 1819 36. Easley RE, LLC 18-30854 1817 37. Edgefield RE, LLC 18-30836 3574 38. Farmville RE, LLC 18-30831 3442 39. Farmville Rehabilitation and Healthcare Center, LLC 18-30804 4464 40. Fleetwood Rehabilitation and Healthcare Center, LLC 18-30888 9615 41. Fortress Health & Rehab of Rock Prairie, LLC 18-30765 1314 42. Granbury RE, LLC 18-30769 1999 43. Great Oaks RE, LLC 18-30819 1731 44. Great Oaks Rehabilitation and Healthcare Center, LLC 18-30780 4357


45. Greenville RE II, LLC 18-30846 1798 46. Greenville RE, LLC 18-30843 1797 47. Greenville Rehabilitation and Healthcare Center, LLC 18-30882 3920 48. Greenwood RE, LLC 18-30816 1654 49. Greer RE, LLC 18-30839 1795 50. Greer Rehabilitation and Healthcare Center, LLC 18-30859 9462 51. Grenada RE, LLC 18-30821 1623 52. Grenada Rehabilitation and Healthcare Center, LLC 18-30786 8843 53. Heritage Park Rehabilitation and Healthcare Center, LLC 18-30787 9055 54. Hillsville RE, LLC 18-30834 2195 55. Hillsville Rehabilitation and Healthcare Center, LLC 18-30808 4463 56. Holly Lane Rehabilitation and Healthcare Center, LLC 18-30797 9103 57. Holly RE, LLC 18-30830 1816 58. Holly Springs RE, LLC 18-30823 1559 59. Holly Springs Rehabilitation and Healthcare Center, LLC 18-30789 6524 60. Indianola RE, LLC 18-30822 6022 61. Indianola Rehabilitation and Healthcare Center, LLC 18-30779 7203 62. Iva RE, LLC 18-30761 2086 63. Iva RE, LLC 18-30852 1801 64. Iva Rehabilitation and Healthcare Center, LLC 18-30874 0384 65. Johns Island Rehabilitation and Healthcare Center, LLC 18-30891 4898 66. Joy of Bryan, LLC 18-30837 4072 67. Lampstand Health & Rehab of Bryan, LLC 18-30767 2002 68. Linley Park Rehabilitation and Healthcare Center, LLC 18-30890 0525 69. Macon Rehabilitation and Healthcare Center, LLC 18-30880 9644 70. Magnified Health & Rehab of Anderson, LLC 18-30773 9060 71. Manna Rehabilitation and Healthcare Center, LLC 18-30863 9441 72. Marietta RE, LLC 18-30867 1809 73. McCormick RE, LLC 18-30864 1808 74. McCormick Rehabilitation and Healthcare Center, LLC 18-30873 3193 75. Memphis RE, LLC 18-30844 8846 76. Midland RE, LLC 18-30832 5138 77. Midland Rehabilitation and Healthcare Center, LLC 18-30799 9679 78. Moultrie RE, LLC 18-30848 9943 79. Mountain View Rehabilitation and Healthcare Center, LLC 18-30798 9227 80. Natchez RE, LLC 18-30818 6019 81. Natchez Rehabilitation and Healthcare Center, LLC 18-30803 6773 82. New Ark Master Tenant, LLC 18-30885 7893 83. New Ark Operator Holdings, LLC 18-30893 7623 84. New Redeemer Health & Rehab of Pickens, LLC 18-30881 5321 85. Olive Leaf Holding Company, LLC 18-30845 0129 86. Olive Leaf, LLC 18-30866 0001 87. Omega Health & Rehab of Greenville, LLC 18-30870 9461 88. Orianna Health Systems, LLC 18-30785 5160 89. Orianna Holding Company, LLC 18-30784 1323 90. Orianna Investment, Inc. 18-30781 1141 91. Orianna SC Operator Holdings, Inc. 18-30871 0383 92. Palladium Hospice and Palliative Care, LLC 18-30887 1873 93. Patewood Rehabilitation and Healthcare Center, LLC 18-30865 9457


94. Picayune RE, LLC 18-30827 9749 95. Picayune Rehabilitation and Healthcare Center, LLC 18-30793 9183 96. Pickens RE II, LLC 18-30862 1823 97. Pickens RE, LLC 18-30860 1821 98. Piedmont RE, LLC 18-30849 1800 99. Poinsett Rehabilitation and Healthcare Center, LLC 18-30876 0713 100. Poplar Oaks Rehabilitation and Healthcare Center, LLC 18-30813 4771 101. Portland RE, LLC 18-30826 1822 102. Provo RE, LLC 18-30835 3568 103. Rainbow Rehabilitation and Healthcare Center, LLC 18-30802 4772 104. River Falls Rehabilitation and Healthcare Center, LLC 18-30886 9788 105. Riverside Rehabilitation and Healthcare Center, LLC 18-30883 3951 106. Rock Prairie RE, LLC 18-30772 3636 107. Rocky Mount RE, LLC 18-30838 5904 108. Rocky Mount Rehabilitation and Healthcare Center, LLC 18-30810 4466 109. Roy RE, LLC 18-30817 5142 110. Scepter Rehabilitation and Healthcare Center, LLC 18-30872 1630 111. Scepter Senior Living Center, LLC 18-30875 1621 112. Simpsonville RE II, LLC 18-30858 1804 113. Simpsonville RE, LLC 18-30855 1802 114. Simpsonville Rehabilitation and Healthcare Center, LLC 18-30889 3564 115. Snellville RE, LLC 18-30851 9933 116. Southern Oaks Rehabilitation and Healthcare Center, LLC 18-30877 1141 117. The Bluffs Rehabilitation and Healthcare Center, LLC 18-30796 9314 118. The Ridge Rehabilitation and Healthcare Center, LLC 18-30892 1456 119. Trinity Mission Health & Rehab of Connersville, LLC 18-30805 8787 120. Trinity Mission of Burleson, LLC 18-30762 2585 121. Trinity Mission of Comfort, LLC 18-30763 2573 122. Trinity Mission of Diboll, LLC 18-30768 2581 123. Trinity Mission of Granbury, LLC 18-30771 2582 124. Trinity Mission of Italy, LLC 18-30760 2576 125. Trinity Mission of Winnsboro, LLC 18-30776 2583 126. Utah Valley Rehabilitation and Healthcare Center, LLC 18-30782 9661 127. Vicksburg RE, LLC 18-30828 0150 128. Victory Rehabilitation and Healthcare Center, LLC 18-30794 9485 129. Wadesboro RE, LLC 18-30853 9929 130. Wide Horizons RE, LLC 18-30820 5144 131. Wide Horizons Residential Care Facility, LLC 18-30790 9387 132. Winnsboro RE, LLC 18-30770 2134 133. Woodlands Rehabilitation and Healthcare Center, LLC 18-30791 9127 134. Yazoo City RE, LLC 18-30824 8844 135. Yazoo City Rehabilitation and Healthcare Center, LLC 18-30783 7216


Exhibit B

Declaration of Ryan E. Manns


Francis J. Lawall (admitted pro hac vice) Pepper Hamilton LLP 3000 Two Logan Square 18th and Arch Streets Philadelphia, PA 19103-2799 Telephone: 215-981-4481 Facsimile: 215-981-4750 E-mail: [email protected]

Louis R. Strubeck, Jr. Ryan E. Manns Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: 214-855-8000 E-mail: [email protected] [email protected]

Donald J. Detweiler (admitted pro hac vice) Joanna J. Cline (admitted pro hac vice) Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 E-mail: [email protected] [email protected]


IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

In re:

4 West Holdings, Inc. et al.,

Debtors.

Chapter 11

Case No. 18-30777 (HDH)

Jointly Administered

DECLARATION OF RYAN E. MANNS

I, Ryan E. Manns, hereby declare the following under penalty of perjury:

1. I am a Partner with the applicant firm, Norton Rose Fulbright US LLP (“NRF”),1

and have been admitted to appear before this Court. I am responsible for NRF’s compliance with

Rule 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the

Northern District of Texas and the Guidelines for Compensation and Expense Reimbursement of

Professionals in Chapter 11 Cases located in Appendix F thereto (the “Local Rules”) and the

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


U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective

November 1, 2013 (the “UST Guidelines”).

2. This certification is made in connection with NRF’s fourth and final fee

application (the “Application”), dated February 21, 2019, for compensation and reimbursement

of expenses for the period commencing March 16, 2018 through and including February 13,

2019.

3. I certify that I have read the Application.

4. I certify that the Application satisfies the Johnson factors.

• Time and Labor Required – the 2009.0 hours spent from March 16, 2018

through February 13, 2019 was necessary and appropriate in light of the

challenging circumstances of the chapter 11 cases. An itemized record of each

time entry is attached to the Application as Exhibit E.

• Novelty and Difficulty of Questions Involved – the time expended was

commensurate with the novelty and difficulty of the issues presented which

required substantial legal research, analysis, and preparation for multiple

contested hearings.

• Skill Requisite to Perform the Legal Service Properly – these chapter 11 cases

required the services of skilled professionals with expertise in large, complex

chapter 11 cases, as well as in litigation, corporate, finance, and health law.

• Preclusion of other Employment – given the size and depth of NRF’s

restructuring practice, NRF’s representation of the Committee did not preclude it

from accepting other engagements.


• Customary Fee – the hourly rates charged by NRF are consistent with rates

charged by NRF to its other clients and within the range of those customarily

charged by professionals having comparable skills and expertise in similar

matters.

• Fixed or Contingent Fee – NRF’s fees are fixed according to the time spent on

behalf of the Committee and NRF’s prevailing hourly rates and is contingent on

the availability of sufficient assets and funds in the estate to pay such fees, and on

allowance of such fees by the Court.

• Time Limitations Imposed by Circumstance – NRF worked diligently to attend

to many issues in a compressed time period for the benefit of the Debtors’

unsecured creditors.

• Results Obtained – The amount of compensation and out-of-pocket expenses

requested in this Application are reasonable in light of the ultimate results that

have been obtained (the consensual confirmation of the Plan)..

• Experience, Reputation and Ability of Attorneys – NRF brings to these chapter

11 cases a high level of expertise and experience in the areas of bankruptcy,

corporate reorganization, corporate, banking and finance, and bankruptcy

litigation that has inured to the benefit of the Debtors’ unsecured creditors.

• Undesirability of the Case – NRF’s representation of the Committee is not, and

has not been, undesirable. However, NRF has had to draw from significant firm

resources as counsel to the Committee, without any certainty as to compensation

or reimbursement.


• Nature and Length of Professional Relationship with the Client – NRF has

acted as counsel to the Committee since March 16, 2018, and rendered services to

the Committee continuously from that date to February 13, 2019.

• Awards in Similar Cases – NRF believes that the amounts requested for

approval and allowance are consistent with fees charged by comparably skilled

professionals for similar services in other large and complicated chapter 11 cases.

See, In re ADPT DFW Holdings LLC, et al., No. 17-31432, (Bankr. N.D. Tex.

filed November 14, 2017) ECF No. 1010.

5. I certify that to the best of my knowledge, information and belief, formed after

reasonable inquiry, the compensation and expense reimbursement sought is in conformity with

the Local Rules, except as specifically noted in the Application.

6. I certify that NRF did not agree to any variation from, or alternative to, our

standard or customary billing arrangements for the compensation and expense reimbursement

requested in the Application, and that such compensation and expense reimbursement was

generally accepted by the Committee.

Dated: February 21, 2019 Dallas, Texas

/s/ Ryan E. Manns Ryan E. Manns


Exhibit C

Proposed Order



DALLAS DIVISION

In re:

4 West Holdings, Inc. et al.,

Debtors.

Chapter 11

Case No. 18-30777 (HDH)

Jointly Administered

ORDER GRANTING FOURTH AND FINAL FEE APPLICATION OF

NORTON ROSE FULBRIGHT US LLP AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ALLOWANCE OF FEES AND REIMBURSEMENT OF EXPENSES

FOR THE PERIOD FROM MARCH 16, 2018 THROUGH FEBRUARY 13, 2019 Upon consideration of the Fourth and Final Fee Application of Norton Rose Fulbright

US LLP as Attorneys for the Official Committee of Unsecured Creditors for Allowance of

Compensation and Reimbursement of Expenses for the Period from March 16, 2018 through

February 13, 2019 [Dkt. No. ___] (the “Application”), pursuant to sections 330 and 331 of title

11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of


Bankruptcy Procedure, Rule 2016-1 of the Local Bankruptcy rules of the United States

Bankruptcy Court for the Northern District of Texas and the Guidelines for Compensation and

Expense Reimbursement of Professionals in Chapter 11 Cases located in Appendix F thereto (the

“Local Rules”), and the Court’s Order Establishing Procedures for Interim Compensation and

Reimbursement of Expenses of Professionals [Dkt. No. 262] (the “Interim Compensation

Order”), for approval, allowance, and payment of compensation for professional services

rendered and reimbursement of actual and necessary expenses incurred during the period

commencing March 16, 2018 through February 13, 2019; and the Court having jurisdiction to

consider the Application and the relief requested herein in accordance with 28 U.S.C. §§ 157 and

1334; and consideration of the Application and the relief requested therein being a core

proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to

28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been provided

to all parties required under Bankruptcy Rule 2002(a)(6); and it appearing that no other or further

notice need be provided; and a hearing having been held to consider the Application (the

“Hearing”); and upon the appearance of all interested parties having been noted in the record of

the Hearing; and upon the record of the Hearing and all of the proceedings had before the Court;

and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED that:

1. The Application is GRANTED;

2. The fees for professional services rendered during the time periods set forth in the

Application are allowed in the amount of $1,045,900.00 pursuant to section 331 of the

Bankruptcy Code and approved on a final basis under section 330 of the Bankruptcy Code;

3. The reimbursement for expenses incurred during the time period set forth in the

Application is allowed, on a final basis, in the amount of $19,326.25; and


4. That the Debtors are authorized and directed to pay Norton Rose Fulbright US

LLP all such allowed compensation and expenses that have not previously been paid pursuant to

the Interim Compensation Order or otherwise, for a total amount of $1,065,226.25.

5. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

IT IS SO ORDERED.

### END OF ORDER ###


Exhibit D

Itemized Expense Record


29953457.3 SECOND MONTHLY FEE APPLICATION OF NRF Page 10 of 37

EXHIBIT D

Expense Detail

EXPENSE DATE AMOUNT DESCRIPTION

Client Meals 04/17/2018 229.73 ER00154519 04/16/2018 -Ryan Manns lunch from Jason's Deli for group of 18, including Committee members and their counsel, meeting/hearing preparation in NRF offices.

Client Meals 04/17/2018 140.03 ER00154523 04/16/2018 -S Shah breakfast from Corner Bakery at Plaza of the Americas, for group of 18, including Committee members and their counsel, re meeting/preparation for hearing.

Total Client Meals 369.76

Copies 1,574.40

Total Copies $1,574.40

Courier/Delivery 04/12/2018 29.20 Special Delivery Pickup: NORTON ROSE FULBRIGHT, 75201, Deliver: DLA PIPER,75201, Invoice Number: 559707, Order Number: 1020286, Orginal Recharge Info: 10816/1001023353.

Total Courier/Delivery $29.20

Court/Filing Fees

04/12/2018 25.00 ER00153181 03/20/2018 -Ryan Manns -Filing Fee for Pro Hac Vice Motion (Francis J. Lawall).

Court/Filing Fees

04/12/2018 25.00 ER00153177 03/20/2018 -Ryan Manns -Filing Fee for Pro Hac Vice Motion (Donald J. Detweiler).

Court/Filing Fees

04/13/2018 25.00 ER00154330 04/02/2018 -S Shah -Filing Fee for pro Hac Vice Application for Joanna J. Cline.

Total Court/Filing Fees $75.00

FedEx 04/16/2018 11.81 FEDEX TRACKING:780462665320 ORIGINAL REFERENCE: SIGNED BY: R.ROGERS TO: Mark Duedall Bryan Cave Leighton Paisner ,1 ATLANTIC CTR , ATLANTA , GA 30309 US; FROM: RE Manns Norton Rose Fulbright US LLP 2200 Ross Avenue , DALLAS , TX 75201 , US.

FedEx 04/16/2018 11.99 FEDEX TRACKING:780462429668 ORIGINAL REFERENCE: SIGNED BY: C.LEWIN TO: Thomas Califano DLA Piper LLP ,1251 AVENUE OF THE AMERICAS , NEW YORK CITY , NY 10020 US; FROM: RE Manns Norton Rose Fulbright US LLP 2200 Ross Avenue, DALLAS , TX 75201 , US.

Total FedEx $23.80

LEXIS 04/05/2018 150.00 LEXIS - Lexis core search USER - SCHWARTZ, JOHN.

Total LEXIS $150.00

Parking 04/13/2018 15.00 ER00154328 03/26/2018 -S Shah - to -Parking at courthouse while attending hearing.

Parking 04/16/2018 15.00 ER00154302 03/16/2018 -Elizabeth Boydston - to -Parking while attending Committee formation meeting.

Parking 04/17/2018 16.00 ER00154515 04/12/2018 -Ryan Manns - to -Parking while attending deposition of Louis Robichaux.

Total Parking $46.00

Transcripts 04/12/2018 178.80 PR00258148 Transcript of Hearing on First Day Motions on March 8, 2018-Client-Depositions/Transcripts - KATHY REHLING -.

Total Transcripts $178.80

TOTAL EXPENSES $2,446.96

Case 18-30777-hdh11 Doc 749 Filed 07/18/18 Entered 07/18/18 16:38:03 Page 10 of 37Case 18-30777-hdh11 Doc 1400 Filed 02/21/19 Entered 02/21/19 17:50:13 Page 42 of 195

73186049.1 THIRD MONTHLY FEE APPLICATION OF NRF Page 10 of 28

EXHIBIT D

Expense Detail

EXPENSE DATE AMOUNT DESCRIPTION Client Meals

04/16/2018 185.59

ER00155510 04/16/2018 -Ryan Manns -In-house working group - preparation for 4 West Hearing. 11 people, including Committee Members and their individual counsel.

Client Meals

05/08/2018 260.90

ER00156448 05/08/2018 -Shivani Shah -In-house Working-group dinner - 9 people, including Committee Members and their individual counsel.

Client Meals

05/08/2018 119.34

ER00156529 05/08/2018 -Ryan Manns -In-house working lunch - preparation for hearings (11 people. including Committee Members and their individual counsel).

Client Meals

05/08/2018 100.81

ER00156529 05/08/2018 -Ryan Manns -In-House working breakfast while preparing for hearings (11 people, including Committee Members and their individual counsel).

Client Meals

05/10/2018 93.25

ER00156508 05/10/2018 -Ryan Manns -In-House Working Group Lunch (11 people, including Committee Members and their individual counsel).

Client Meals 05/10/2018 78.28

ER00156516 05/10/2018 -Ryan Manns -In-house working dinner (11 people, including Committee Members and their individual counsel).

Client Meals

05/30/2018 119.83

ER00157466 05/30/2018 -Ryan Manns -Lunch brought in for client working group prior to leaving for Court hearing (9 people, including Committee Members and their individual counsel.)

Client Meals

05/30/2018 73.11

ER00157466 05/30/2018 -Ryan Manns -In-House Breakfast Delivery for Client working group prior to attending Court Hearing (9 people, including Committee Members and their individual counsel).

Total Client Meals $1,031.11 Copies $2,408.25

Total Copies $2,408.25 Courier/Delivery

05/11/2018 123.65

Special Delivery Pickup: JUDGE HALE'S COURTROOM Deliver: NORTON ROSE FULBRIGHT Invoice Number: 561928 Order Number: 1310430, Original Recharge Info: 17343/1001023353

Courier/Delivery

05/30/2018 119.95

Special Delivery Pickup: NORTON ROSE FULBRIGHT Deliver: JUDGE HALE'S COURTROOM Invoice Number: 563463 Order Number: 1500281, Original Recharge Info: 10816/1001023353

Courier/Delivery

05/30/2018 100.15

Special Delivery Pickup: JUDGE HALE'S COURTROOM Deliver: NORTON ROSE FULBRIGHT Invoice Number: 563463 Order Number: 1500456, Original Recharge Info: 10816/1001023353

Total Courier/Delivery $343.75 Court/Filing Fees 05/25/2018 298.00

ER00157161 05/18/2018 -Shivani Shah -Filing Fees re Notice of Appeal.

Total Court/Filing Fees $298.00 FedEx

05/28/2018 9.28

FEDEX TRACKING: 781076093277; ORIGINAL REFERENCE: SIGNED BY: Patrick J. Neligan Jr. NELIGAN, LLP FROM: Ryan E. Manns, Norton Rose Fulbright US, LLP

FedEx

05/28/2018 11.31

FEDEX TRACKING: 781076012641; ORIGINAL REFERENCE: SIGNED BY: E. BARTON TO: David Unseth, BRYAN CAVE LEIGHTON PAISNER, LLP FROM: Ryan E. Manns, Norton Rose Fulbright US, LLP

FedEx 05/28/2018 11.95 FEDEX TRACKING: 781075919508; ORIGINAL REFERENCE:



SIGNED BY: R. ROGERS, TO: Mark Duedall, BRYAN CAVE LEIGHTON PAISNER, LLP FROM: Ryan E. Manns, Norton Rose Fulbright US, LLP

FedEx

05/28/2018 9.28

FEDEX TRACKING: 781075770945; ORIGINAL REFERENCE: SIGNED BY: Keith M. Aurzada BRYAN CAVE LEIGHTON PAISNER LLP FROM: Ryan E. Manns, Norton Rose Fulbright US, LLP

FedEx

05/28/2018 11.95

FEDEX TRACKING: 781075551392; ORIGINAL REFERENCE: SIGNED BY: J.JAMES TO: Daniel M. Simon, DLA PIPER LLP FROM: Ryan E. Manns, Norton Rose Fulbright US LLP

FedEx

05/28/2018 12.13

FEDEX TRACKING: 781075317542; ORIGINAL REFERENCE: SIGNED BY: C. LEWIN TO: Thomas R. Califano, DLA PIPER, LLP FROM: Ryan E. Manns Norton Rose Fulbright US, LLP

FedEx

05/28/2018 9.28

FEDEX TRACKING: 781074615118; ORIGINAL REFERENCE: SIGNED BY: S. POGUE TO: Andrew Zollinger, DLA PIPER, LLP FROM: Ryan E. Manns, Norton Rose Fulbright US, LLP

Total FedEx $75.18 CourtCall

04/17/2018 30.00 ER00155491 04/17/2018 -John Nicholas Schwartz -Participate in Hearing by CourtCall.

CourtCall 05/17/2018 219.00

ER00156726 05/17/2018 -Kristian Gluck -Telephonic attendance at hearing on 5/17/18.

CourtCall 05/18/2018 149.00

ER00156800 05/18/2018 -Kristian Gluck -Telephonic attendance at hearing.

Total CourtCall $398.00 Parking

04/16/2018 15.00 ER00155504 04/16/2018 -Shivani Shah - to -Parking while attending hearing.

Parking 04/16/2018 15.00

ER00155497 04/16/2018 -Ryan Manns - to -Parking at Courthouse while attending hearing.

Parking 04/16/2018 15.00

ER00156476 04/16/2018 -Elizabeth Boydston - to -Parking at Courthouse while attending First Day Hearings.

Parking 04/17/2018 15.00

ER00155504 04/17/2018 -Shivani Shah - to -Parking while at Courthouse.

Parking 04/18/2018 15.00

ER00155497 04/18/2018 -Ryan Manns - to -Parking at Courthouse while attending hearing.

Parking 05/08/2018 15.00 ER00156455 05/08/2018 -Shivani Shah - to -Parking while at Hearing. Parking 05/08/2018 15.00 ER00156520 05/08/2018 -Ryan Manns -Parking for 5/8/18 hearing. Parking

05/09/2018 13.00 ER00156460 05/09/2018 -Shivani Shah - to -Parking at Courthouse while attending hearing.

Parking 05/09/2018 13.00 ER00156520 05/09/2018 -Ryan Manns -Parking for 5/9/18 hearing. Parking 05/11/2018 13.00 ER00156460 05/11/2018 -Shivani Shah - to -Parking while at hearing. Parking 05/11/2018 10.00 ER00156460 05/11/2018 -Shivani Shah - to -Parking while a hearing. Parking

05/11/2018 10.00 ER00156520 05/11/2018 -Ryan Manns -Parking for hearing - afternoon session.

Parking 05/11/2018 13.00

ER00156520 05/11/2018 -Ryan Manns -Parking for hearing - morning session.

Parking 05/22/2018 10.00

ER00157335 05/22/2016 -Ryan Manns - to -Parking near Courthouse while attending Hearing.

Total Parking $187.00 Transcripts

05/15/2018 267.60 PR00261614 Transcript of Court Hearing on 5/9/18.-Client-Depositions/Transcripts - KATHY REHLING -.

Transcripts 05/16/2018 834.20

PR00261668 Transcript of May 8, 2018 hearing.-Client-Depositions/Transcripts - PALMER REPORTING SERVICES -.

Transcripts 05/25/2018 128.70

PR00262753 Invoice TX 1830777.2c - 4 West Holdings, Inc.-Client-Depositions/Transcripts - PALMER REPORTING SERVICES -.

Total Transcripts $1,230.50

Total Travel $1,034.04



Travel 04/24/2018 641.97

ER00156533 04/24/2018 -Ryan Manns - to -Travel to New York to attend 4 West Settlement Meeting.

Travel 04/29/2018 17.75

ER00156533 04/29/2018 -Ryan Manns - to -Uber - travel from home to Dallas Love Field Airport.

Travel 04/29/2018 45.07

ER00156533 04/29/2018 -Ryan Manns - to -Taxi from LaGuardia Airport to hotel.

Travel 04/29/2018 275.93 ER00156533 04/29/2018 -Ryan Manns - to -Hotel while in NY. Travel Meals 04/29/2018 18.03 ER00156533 04/29/2018 -Ryan Manns -N/A - dined alone. Travel Meals 04/30/2018 23.05 ER00156533 04/30/2018 -Ryan Manns -N/A - breakfast. Dined alone. Travel

05/03/2018 21.17 ER00156533 05/03/2018 -Ryan Manns - to -Uber from Dallas Love Field Airport to home.

Travel 05/03/2018 32.15

ER00156533 05/03/2018 -Ryan Manns - to -Taxi from hotel to LaGuardia Airport.

Total Travel Meals $41.08



Final June Fee App.doc FOURTH MONTHLY FEE APPLICATION OF NRF Page 10 of 32

EXHIBIT D

Expense Detail


Client Meals 6/26/2018 342.69

ER00159896 06/26/2018 -Shivani Shah -Breakfast food for Mediation held in our Dallas office. Ten people including committee members were in attendance.

Client Meals 6/15/2018 123.73 ER00159893 -Shivani Shah -Breakfast brought in while preparing for hearing with clients.

Total Client Meals $466.42 Copies $1,645.20

Total Copies $1,645.20

Courier/Delivery 06/12/2018 11.42

Special Delivery Pickup: NORTON ROSE FULBRIGHT, 75201, Deliver: U S BANKRUPTCY COURT,75202, Invoice Number: 564452, Order Number: 1630207, Orginal Recharge Info: 17343/1001023353.


Special Delivery Pickup: NORTON ROSE FULBRIGHT, 75201, Deliver: JUDGE HALE'S COURTROOM,75202, Invoice Number: 564452, Order Number:1660020, Orginal Recharge Info: 10816/1001023353.


Special Delivery Pickup: JUDGE HALE'S COURTROOM, 75202, Deliver: NORTON ROSE FULBRIGHT,75201, Invoice Number: 564452, Order Number:1660309, Orginal Recharge Info: 10816/1001023353.

Total Courier/Delivery $185.26

CourtCall 06/06/2018 65.00 ER00158330 06/06/2018 -Kristian Gluck -Telephonic attendance at hearing on 6/6/18.

CourtCall 05/31/2018 30.00 ER00158620 05/31/2018 -Ryan Manns -Ryan Manns participation in Hearing by CourtCall.

CourtCall 06/07/2018 65.00 ER00158722 06/07/2018 -Kristian Gluck -Telephonic appearance at hearing on 6/7/18.

CourtCall 06/15/2018 58.00 ER00159626 06/15/2018 -John Schwartz -Attend 6/15/15 Hearing via Court Call.

Total CourtCall $218.00

Parking 5/30/2018 15 ER00157571 05/30/2018 -Shivani Shah -Parking near Courthouse while attending hearing.

Parking 6/7/2018 15 ER00158565 06/07/2018 -Ryan Manns - to -Parking at Courthouse while attending 4 West Hearing.

Parking 5/30/2018 15 ER00158566 05/30/2018 -Ryan Manns - to -Parking at Courthouse while attending 4 West Hearing.

Parking 6/15/2018 15 ER00159901 06/15/2018 -Shivani Shah - to -Parking at Courthouse while attending hearing.

Parking 6/22/2018 10 ER00159903 06/22/2018 -Ryan Manns - to -Parking at courthouse while attending hearing.


Transcripts 06/13/2018 157.65 PR00264653 Invoice No. 76166. Transcript of May 30, 2018 4 West Hearing.-Client-Depositions/Transcripts - KATHY REHLING -.

Transcripts 06/26/2018 75.6 PR00265948 in re 4 West Holdings, Inc. - June 15, 2018 Hearing Transcript-Client-Trial Transcripts - KATHY REHLING -.

Total Transcripts $233.25



73407809.2

FIFTH MONTHLY FEE APPLICATION OF NRF Page 10 of 20

EXHIBIT D

Expense Detail


Client Meals

6/27/2018 194.79ER00161045 06/27/2018 -Ryan Manns -In-house lunch before going to Hearing. 10 persons in attendance, including members of the Committee.

Total Client Meals $194.79

Copies $143.10

Total Copies $143.10

CourtCall 7/10/2018 86.00ER00160604 07/10/2018 -Kristian Gluck -Telephonic attendance at 7/6/18 hearing

CourtCall 7/9/2018 30.00ER00161052 07/09/2018 -Ryan Manns -Participate in Hearing by Court Call.

CourtCall 7/3/2018 30.00ER00161051 07/03/2018 -Ryan Manns -Participate in Hearing by CourtCall.

CourtCall 7/19/2018 51.00ER00162037 07/19/2018 -Shivani Shah -Participate in Court Hearing by CourtCall.


Parking 7/6/2018 15.00ER00161029 07/06/2018 -Ryan Manns - to -Parking for 4 West Hearing.

Parking 6/15/2018 10.00ER00161037 06/15/2018 -Ryan Manns - to -Parking at Courthouse while attending 4 West hearing on 6/15/18.

Parking 6/27/2018 10.00ER00161042 06/27/2018 -Ryan Manns - to -Parking at Courthouse while attending 6/27/18 hearing.

Parking 7/19/2018 15.00ER00161772 07/19/2018 -Ryan Manns - to -Parking near Courthouse while attending 4 West Hearing on 7/19/18.


Legal Research

06/13/2018 176.00 WL-Westlaw core search/PEIRCE,STEVE/

Legal Research

06/26/2018 247.00 WL-Westlaw Document Retrieval/PEIRCE,STEVE/

Legal Research $423.00

TOTAL EXPENSES $1.007.89


73535918.1

SIXTH MONTHLY FEE APPLICATION OF NRF Page 10 of 17

EXHIBIT D

Expense Detail


Copies $104.55


CourtCall 8/1/2018 51.00ER00160604 07/10/2018 -Kristian Gluck -Telephonic attendance at 7/6/18 hearing


Filing Fees 8/13/2018 350.00ER00163677 08/13/2018 -Ryan Manns -Filing fee for filing adversary complaint with Court.

Total Filing Fees $350.00

Transcripts 7/25/2018 $10.80

PR00271690 PDF of transcript of Omnibus Hearing Block Motions held on May 22, 2018.-Client-Depositions/Transcripts - PALMER REPORTING SERVICES

Total Transcript $10.80

Parking 8/1/2018 15.00ER00163624 08/01/2018 -Ryan Manns - to -Parking while at Courthouse attending hearing.

Parking 8/27/2018 15.00ER00164206 08/27/2018 -Ryan Manns - to -Settlement Meeting parking.

Parking 8/27/2018 15.00ER00164206 08/27/2018 -Ryan Manns - to -Status Conference parking.


Legal Research

8/15/2018 616.00 WL-Westlaw core search/PEIRCE,STEVE/

Legal Research

8/15/2018 416.00 WL-Westlaw Document Retrieval/PEIRCE,STEVE/

Legal Research $1032.00



73634448.1 SIXTH MONTHLY FEE APPLICATION OF NRF Page 10 of 24

EXHIBIT D

Expense Detail


Copies $1,897.50 Total Copies $1,897.50

CourtCall 9/17/2018 $30.00 ER00165286 09/07/2018 -Shivani Shah -Participate in 4-West Hearing by CourtCall.

CourtCall 9/17/2018 $30.00 ER00165282 09/07/2018 -Ryan Manns -Attend hearing by CourtCall.

CourtCall $30.00 ER00165787 09/20/2018 -Ryan Manns -Ryan Manns - Participate in Hearing by CourtCall.


Filing Fees 9/05/2018 $25.00 ER00164583 08/30/2018 -Ryan Manns -Application fee for Pro Hac Vice for Joanna J. Cline.

Filing Fees 9/05/2018 $25.00 ER00164583 08/30/2018 -Ryan Manns -Application Fee for Pro Hac Vice for Francis J. Lawall.

Filing Fees 9/05/2015 $25.00 ER00164583 08/30/2018 -Ryan Manns -Application Fee for Pro Hac Vice for Donald J. Detweiler.

Total Filing Fees $75.00

Special Delivery 9/14/2018 $11.37

Special Delivery Pickup: NORTON ROSE FULBRIGHT, 75201, Deliver: U S BANKRUPTCY COURT - DALLAS, 75242, Invoice Number: 571210, Order Number: 2570366, Original Recharge Info: 10816/1001023353


Special Delivery Pickup: NORTON ROSE FULBRIGHT, 75201, Deliver: JUDGE HALE'S COURTROOM, 75202, Invoice Number: 571762, Order Number: 2600006, Original Recharge Info: 10816/1001023353


Special Delivery Pickup: JUDGE HALE'S COURTROOM, 75202, Deliver: NORTON ROSE FULBRIGHT, 75201, Invoice Number: 571762, Order Number: 2620466, Original Recharge Info: 10816/1001023353

Total Special Delivery $221.56

Parking 09/17/2018 $15.00 ER00165288 09/10/2018 -Ryan Manns - to -Parking while attending Hearing on 9/10/18.



Parking 09/20/2018 $10.00 ER00165557 09/19/2018 -Shivani Shah - to -Parking while attending Hearing.



Parking 09/20/2018 $15.00 ER00165553 09/18/2018 -Ryan Manns - to -Parking while attending Hearing.



Parking 09/20/2018 $15.00 ER00165553 09/19/2018 -Ryan Manns - to -Parking while at Hearing.

Total Parking $111.00 TOTAL EXPENSES $2,395.06


73664234.3

EIGHTH MONTHLY FEE APPLICATION OF NRF Page 10 of 22

EXHIBIT D

Expense Detail


Copies $479.10


Parking 10/24/2018 $15.00ER00167856 10/10/2018 -Ryan Manns - to -Parking near Courthouse while attending 10/10/18 4-West Hearing.

Parking 10/25/2018 $15.00ER00168003 10/24/2018 -Ryan Manns - to -Parking for afternoon Court session.

Parking 10/25/2018 $15.00ER00168003 10/24/2018 -Ryan Manns - to -Parking for morning Court hearing session.

Parking 10/25/2018 $10.00ER00168009 10/23/2018 -Ryan Manns - to -Parking while attending Hearing


TOTAL EXPENSES $534.10


73756659.2 NINTH MONTHLY FEE APPLICATION OF NRF Page 10 of 17

EXHIBIT D

Expense Detail


Copies $440.70 Total Copies

Parking 11/01/2018 $15.00 ER00168468 10/24/2018 -Shivani Shah -Parking near courthouse for afternoon continued hearing.

Parking 11/01/2018 $13.00 ER00168468 10/24/2018 -Shivani Shah -Parking near courthouse while attending hearing.

Parking 11/26/2018 $10.00 ER00169955 11/26/2018 -Ryan Manns - to -Parking near Courthouse while attending hearing.

Total Parking $38.00 TOTAL EXPENSES $478.70


73955139.2 TENTH MONTHLY FEE APPLICATION OF NRF Page 10 of 21

EXHIBIT D

Expense Detail


Copies $9.45 Total Copies $9.45

CourtCall 12/07/2018 $30.00 ER00170740 12/05/2018 -Ryan Manns -Attend hearing on 12-4-18 by CourtCall.

CourtCall 12/21/2018

$44.00 ER00171709 12/18/2018 -Shivani Shah -Shivani Shah - appeared by CourtCall for Hearing held on 12/18/18.


Filing Fee 12/18/2018

$25.00 ER00171415 11/17/2018 -Ryan Manns -Filing of Application Pro Hac Vice with Certificate of Good Standing for Attorney Joanna J. Cline.

Filing Fee

12/18/2018

$25.00

ER00171415 11/17/2018 -Ryan Manns -Filing of Application for Admission Pro Hac Vice with Certificate of Good Standing for Attorney Donald J. Detweiler.

Filing Fee

12/18/2018

$25.00

ER00171415 11/17/2018 -Ryan Manns -Filing of Application for Admission Pro Hac Vice with Certificate of Good Standing for Attorney Francis J. Lawall.

Total Filing Fee $75.00

Parking 12/03/2018 $15.00 ER00170423 11/28/2018 -Ryan Manns - to -Parking at Courthouse while attending hearing.

Parking 12/21/2018

$13.00 ER00171708 12/18/2018 -Ryan Manns - to -Parking near Courthouse while attending 4-West Omnibus Hearing.

Total Parking $28.00 TOTAL EXPENSES $186.45


Exhibit E

Itemized Time Record


29929448.3FIRST MONTHLY FEE APPLICATION OF NRF Page 11 of 18

EXHIBIT E

Time Detail

WORK DATE TIMEKEEPER

TASK CODE HOURS RATE AMOUNT NARRATIVE

03/16/2018 Boydston, L B110 2.60 650.00 1,690.00 Review and analyze all 11 financial advisors' materials to rank them for the Committee's consideration.

03/16/2018 Boydston, L B110 0.60 650.00 390.00

Outline, prepare, and send communications to all financial advisors asking for the specific questions requested by the Committee at the formation meeting.

03/16/2018 Boydston, L B110 1.90 650.00 1,235.00 Review and analyze first-day pleadings.

03/16/2018 Boydston, L B110 0.80 650.00 520.00 Teleconference with L. Strubeck, R. Manns, and S. Shah regarding case, timeline, upcoming hearings, task split.

03/16/2018 Boydston, L B110 0.50 650.00 325.00

Teleconference with L. Robichaux (Debtors' CRO) and T. Califano (Debtors' counsel) regarding introductions, timing of upcoming hearings, and NDA.

03/16/2018 Boydston, L B110 0.30 650.00 195.00 Follow-up call with R. Manns.

03/16/2018 Gluck, K B110 1.40 780.00 1,092.00 Conferences with John Leininger and R. Manns regarding debrief from committee formation meeting and matters to be handled.

03/16/2018 Gluck, K B110 0.10 780.00 78.00 Correspondence with S. Shah regarding call with NRF team to discuss strategy and matters going forward.

03/16/2018 Strubeck, L B110 1.40 975.00 1,365.00 Review all first day pleadings and outline comments regarding same for call tomorrow with debtors counsel and co counsel.

03/16/2018 Strubeck, L B110 0.30 975.00 292.50 Communications with NRF team regarding request for call tomorrow from Mr. Califano and action items.

03/17/2018 Boydston, L B110 0.90 650.00 585.00 Teleconferences with various financial advisors regarding Committee's questions.

03/17/2018 Boydston, L B110 0.80 650.00 520.00 Strategy call with NRF working group.

03/17/2018 Boydston, L B110 0.50 650.00 325.00 Call with DLA and Ankura.

03/17/2018 Gluck, K B110 0.10 780.00 78.00 Review agenda for call with NRF team.

03/17/2018 Gluck, K B110 0.20 780.00 156.00 Participate in part of conference with NRF team regarding strategy.

03/17/2018 Gluck, K B110 0.10 780.00 78.00 Review draft email to committee co-counsel.

03/17/2018 Gluck, K B110 0.20 780.00 156.00 Review summary of call and notes from call with DLA.

03/17/2018 Gluck, K B110 1.00 780.00 780.00 Conferences with John Leininger and R. Manns regarding debrief from committee formation meeting.

03/17/2018 Gluck, K B110 0.10 780.00 78.00 Correspondence with R. Manns regarding discussion with Pepper Hamilton.



03/17/2018 Gluck, K B110 0.10 780.00 78.00 Correspondence with Dacarba and R. Manns regarding materials for FA pitch.

03/17/2018 Gluck, K B110 0.20 780.00 156.00 Review correspondence regarding delineation of labor for committee counsel.

03/17/2018 Manns, R B110 0.40 720.00 288.00 Prepare draft of Oriana issues list.

03/17/2018 Manns, R B110 0.60 720.00 432.00

Attention to multiple emails and communications with prospective financial advisors and supplements to address Committee concerns.

03/17/2018 Manns, R B110 0.50 720.00 360.00 Call with Debtors' counsel and working group to discuss immediate next steps in cases.

03/17/2018 Manns, R B110 0.80 720.00 576.00 Working group call to discuss action items and next steps.

03/17/2018 Shah, S B110 0.80 370.00 296.00 NRF working group call.

03/17/2018 Shah, S B110 0.50 370.00 185.00 Call with DLA and Ankura.

03/17/2018 Shah, S B110 0.60 370.00 222.00 Strategy with NRF working group re committee role and tasks.

03/17/2018 Strubeck, L B110 0.80 975.00 780.00 Strategy session with NRF team regarding initial actions and call with Messrs. Califano and Robichaux.

03/17/2018 Strubeck, L B110 0.70 975.00 682.50 Review additional first day pleadings revise outline of issues regarding same and talking points.

03/17/2018 Strubeck, L B110 0.50 975.00 487.50 Telephone conference with debtors' professionals.

03/17/2018 Strubeck, L B110 0.20 975.00 195.00 Related communications with co-counsel and committee members.

03/18/2018 Boydston, L B110 1.10 650.00 715.00 Review all 11 financial advisors' responses to the Committee's specific questions and forward same to Pepper Hamilton.

03/18/2018 Boydston, L B110 0.40 650.00 260.00 Prepare analysis for advising the Committee on which financial advisors' capabilities meet their specific questions.

03/18/2018 Boydston, L B110 0.40 650.00 260.00 Review and revise the bylaws and related discussion with R. Manns.

03/18/2018 Boydston, L B110 0.20 650.00 130.00 Communications with D. Simon (Debtors' counsel) regarding list of committee members and chairs.

03/18/2018 Gluck, K B110 0.20 780.00 156.00 Conference and correspondence with R. Manns regarding discussion with Pepper Hamilton.

03/18/2018 Manns, R B110 1.50 720.00 1,080.00 Review and revise Non Disclosure Agreement.

03/18/2018 Manns, R B110 0.90 720.00 648.00 Review various financial advisor pitch books in advance of working group call to select Committee financial advisor.

03/18/2018 Manns, R B110 1.80 720.00 1,296.00 Review and revise Committee by-laws.

03/19/2018 Boydston, L B110 0.50 650.00 325.00 Meeting with L. Strubeck and R. Manns regarding upcoming committee call.



03/19/2018 Boydston, L B110 0.20 650.00 130.00 Call with D. Detweiler regarding financial advisors' analysis.

03/19/2018 Boydston, L B110 0.90 650.00 585.00 Prepare overview of each financial advisor's capabilities and send to Committee for its review before the call.

03/19/2018 Boydston, L B110 0.40 650.00 260.00 Teleconferences and communications with various representatives of the 11 financial advisor's regarding today's presentations.

03/19/2018 Costello, S B110 1.30 360.00 468.00 Prepare Outlook contact list and multiple updates and revisions to Outlook contact list.

03/19/2018 Gluck, K B110 0.10 780.00 78.00 Conference with Dacarba regarding potential pitch for the committee.

03/19/2018 Gluck, K B110 0.50 780.00 390.00 Strategy meeting with L. Strubeck and R. Manns.

03/19/2018 Gluck, K B110 0.10 780.00 78.00 Review amended agenda for hearings on March 20 and correspondence with R. Manns regarding same.

03/19/2018 Manns, R B110 0.40 720.00 288.00 Analyze Debtors' comments to revised non-disclosure agreement.

03/19/2018 Manns, R B110 0.40 720.00 288.00 Analyze critical dates calendar and emails with Don Detweiler regarding comments to same.

03/19/2018 Manns, R B110 0.30 720.00 216.00 Multiple emails with working group concerning financial advisor pitches and materials.

03/19/2018 Manns, R B110 0.80 720.00 576.00 Analyze supplements to financial advisor pitch materials in advance of financial advisor interviews.

03/19/2018 Shah, S B110 0.50 370.00 185.00 Strategy meeting with NRF working group.

03/19/2018 Shah, S B110 0.50 370.00 185.00 Strategy call with Pepper Hamilton.

03/19/2018 Strubeck, L B110 1.50 975.00 1,462.50 Prep for and attend strategy call with Committee.

03/20/2018 Boydston, L B110 1.00 650.00 650.00 Teleconference with Committee and CohnReznick.

03/20/2018 Boydston, L B110 0.40 650.00 260.00

Discussion with H. Morris (Tex AG) regarding state-appointed PCOs and send info to Pepper Hamilton regarding same and NRF's recommendation on proposed PCOs.

03/20/2018 Costello, S B110 1.20 360.00 432.00 Prepare Notice of Appearance for the official committee of unsecured creditors and multiple revisions to same.

03/20/2018 Costello, S B110 0.50 360.00 180.00 Conference with R. Manns regarding upcoming items.

03/20/2018 Costello, S B110 0.50 360.00 180.00 Electronically file with the court pro hac vice motions for D. Detweiler and F. Lawall.

03/20/2018 Costello, S B110 0.40 360.00 144.00 Electronically file with the court the notice of appearance for the committee.

03/20/2018 Costello, S B110 0.50 360.00 180.00 Multiple emails to Pepper Hamilton team forwarding ECF notifications.



03/20/2018 Costello, S B110 0.30 360.00 108.00 Multiple emails to and from R. Manns regarding pro hac vice motions and notice of appearance for the committee.

03/20/2018 Costello, S B110 0.20 360.00 72.00 Conference with Help Desk regarding forwarding ECF notifications outside of office.

03/20/2018 Gluck, K B110 1.60 780.00 1,248.00 Participate in call with financial advisor about case issues, including follow up strategy meeting with R. Manns.

03/20/2018 Manns, R B110 1.30 720.00 936.00 Call with Committee professionals to discuss strategy issues and immediate next steps.

03/20/2018 Manns, R B110 0.30 720.00 216.00 Emails with working group concerning executed non-disclosure agreement.

03/20/2018 Manns, R B110 0.20 720.00 144.00 Attention to Debtors' amended agenda concerning PCO hearing and email with Don Detweiler re: same.

03/20/2018 Shah, S B110 0.30 370.00 111.00 Review pleadings filed by Debtors.

03/21/2018 Costello, S B110 0.90 360.00 324.00 Prepare and send to NRF team calendar reminders of upcoming hearings and deadlines.

03/22/2018 Boydston, L B110 0.20 650.00 130.00 Review memo to Committee on April 5th matters.

03/22/2018 Boydston, L B110 0.20 650.00 130.00 Attention to communications regarding Debtors’ mortgages and title searches.

03/22/2018 Shah, S B110 0.60 370.00 222.00 Meet with NRF working group.

03/23/2018 Costello, S B110 0.10 360.00 36.00 Email to S. Henry forwarding pdf's of orders granting pro hac motions for Lawall and Detweiler.

03/23/2018 Manns, R B110 0.40 720.00 288.00 Multiple emails with working group re: communications with United States Trustee concerning Patient Care Ombudsman issues.

03/23/2018 Manns, R B110 0.80 720.00 576.00 Calls and emails with United States Trustee, Ms. Resnick, re: Committee feedback on Patient Care Ombudsman.

03/26/2018 Boydston, L B110 0.20 650.00 130.00 Communications with F. Lawall and R. Manns regarding CohnReznick's meeting and upcoming Committee call and PCO hearing.

03/26/2018 Costello, S B110 0.20 360.00 72.00 Forward ECF notifications from Pacer to S. Henry and D. Detweiler as requested by Pepper Hamilton.

03/27/2018 Boydston, L B110 0.50 650.00 325.00 Review draft memo to Committee on fee applications and related communications.

03/28/2018 Boydston, L B110 0.60 650.00 390.00

Review agenda for today's call, minutes from 3/19 and 3/22 calls, and comparison of revised bylaws in preparation for today's committee call.

03/28/2018 Costello, S B110 0.20 360.00 72.00 Forward ECF notifications from Pacer to S. Henry and D. Detweiler.



03/28/2018 Manns, R B110 0.30 720.00 216.00 Attention to emails from Debtors' counsel concerning draft stipulation concerning adjourned hearings and analyze same.

03/29/2018 Boydston, L B110 0.20 650.00 130.00 Review Stipulation from D. Simon regarding hearing and objection dates and related communications.

03/29/2018 Costello, S B110 0.80 360.00 288.00

Prepare calendar and send multiple reminders to NRF team regarding upcoming hearings and deadlines/forward ECF notifications from Pacer to S. Henry and D. Detweiler.

03/30/2018 Boydston, L B110 0.10 650.00 65.00 Communications with M. McLaughlin and S. Costello regarding pro hac motion for J. Cline.

Total for Task Code B110 50.40 32,991.00

03/17/2018 Manns, R B120 0.80 720.00 576.00 Analysis of first day pleadings and substantive issues concerning recharacterization and sale issues.

03/28/2018 Boydston, L B120 1.00 650.00 650.00

Analyze Pepper Hamilton's 2013 Merger memo, the Source & Uses exhibit, and the spreadsheet detailing the Transfer Portfolio and Restructuring Portfolio properties.


03/19/2018 Boydston, L B150 3.00 650.00 1,950.00

Participate in Committee call and financial advisor presentations and analysis with Committee and related discussions with NRF team.

03/19/2018 Gluck, K B150 2.70 780.00 2,106.00 Participate in pitches for committee financial advisor and debrief with L. Strubeck and R. Manns.

03/19/2018 Manns, R B150 2.60 720.00 1,872.00 Participate on Committee call and interview prospective financial advisors.

03/19/2018 Strubeck, L B150 2.00 975.00 1,950.00 Review FA pitch books and participate in FA interviews.

03/22/2018 Gluck, K B150 1.20 780.00 936.00 Participate in committee call and follow up meeting with R. Manns.

03/22/2018 Manns, R B150 1.00 720.00 720.00 Attend and appear at weekly committee call.

03/22/2018 Shah, S B150 1.00 370.00 370.00 Committee conference call.

03/28/2018 Boydston, L B150 0.70 650.00 455.00 Participate in Committee call.

03/28/2018 Manns, R B150 0.70 720.00 504.00 Attend weekly conference call with Committee members.


03/18/2018 Gluck, K B160 0.20 780.00 156.00 Correspondence with NRF team regarding potential Medicare trust fund claim and retention issues.

03/19/2018 Gluck, K B160 0.30 780.00 234.00 Conference and correspondence with R. Manns regarding potential financial advisors and NRF retention application.



03/20/2018 Gluck, K B160 0.60 780.00 468.00 Attend to issues regarding NRF application to employ.

03/21/2018 Gluck, K B160 1.70 780.00 1,326.00 Attend to issues regarding NRF application to employ.

03/21/2018 Gluck, K B160 0.60 780.00 468.00 Conferences and correspondence with R. Manns regarding same.

03/22/2018 Gluck, K B160 0.30 780.00 234.00 Attend to issues regarding NRF retention.

03/22/2018 Manns, R B160 0.80 720.00 576.00 Analysis of Ankura, DLA, Houlihan, and Crowe Horwath retention applications and proposed orders.

03/22/2018 Shah, S B160 5.80 370.00 2,146.00 Review applications to employ and prepare memo regarding retention applications filed by debtors.

03/23/2018 Gluck, K B160 0.50 780.00 390.00 Attend to issues regarding NRF retention.

03/23/2018 Gluck, K B160 0.10 780.00 78.00 Conference and correspondence with S. Shah regarding memo on debtor retention applications.

03/23/2018 Shah, S B160 0.40 370.00 148.00 Confer with K. Gluck regarding memo on debtors' retention applications.

03/26/2018 Gluck, K B160 0.50 780.00 390.00 Attend to matters regarding application to employ.

03/26/2018 Gluck, K B160 0.10 780.00 78.00 Conference with S. Shah regarding memo on debtor employment applications.

03/26/2018 Shah, S B160 2.00 370.00 740.00 Review and analyze retention applications to prepare memo for committee.

03/27/2018 Boydston, L B160 0.30 650.00 195.00

Communications from Judge Hale's courtroom deputy regarding status of hearing on 4/5 and moving all settings to 4/16 and related communications with D. Corrado (Debtors' counsel).

03/27/2018 Gluck, K B160 0.40 780.00 312.00 Correspondence with S. Shah regarding memo on debtor employment applications.

03/27/2018 Gluck, K B160 1.10 780.00 858.00 Review and revise memo.

03/27/2018 Gluck, K B160 0.10 780.00 78.00 Conference with R. Manns regarding memo.

03/27/2018 Gluck, K B160 0.20 780.00 156.00 Attend to issues regarding application to employ.

03/27/2018 Shah, S B160 1.20 370.00 444.00 Revise memo for committee regarding retention applications.

03/28/2018 Gluck, K B160 0.20 780.00 156.00 Correspondence with S. Shah, L. Strubeck and R. Manns regarding revised memo.

03/28/2018 Gluck, K B160 1.20 780.00 936.00 Review and revise memo requested by Pepper Hamilton for Committee’s review.

03/28/2018 Gluck, K B160 0.50 780.00 390.00 Conferences with S. Shah regarding memo.

03/28/2018 Manns, R B160 0.60 720.00 432.00 Review and revise memo on Debtors' retention applications.

03/28/2018 Shah, S B160 0.50 370.00 185.00 Confer with K. Gluck regarding debtors' retention application issues.

03/28/2018 Shah, S B160 3.00 370.00 1,110.00 Prepare memo regarding debtors' retention application.



03/29/2018 Shah, S B160 2.00 370.00 740.00 Prepare Norton Rose Fulbright retention application.

03/30/2018 Gluck, K B160 0.10 780.00 78.00 Conference with R. Manns and S. Shah regarding application to employ.

03/30/2018 Gluck, K B160 0.20 780.00 156.00 Attend to issues regarding same.

03/30/2018 Manns, R B160 0.40 720.00 288.00 Review and revise Pepper Hamilton retention application.

03/30/2018 Shah, S B160 1.00 370.00 370.00 Prepare Norton Rose Fulbright retention application.


03/19/2018 Gluck, K B230 0.20 780.00 156.00 Conference and correspondence with counsel for potential DIP lender.

03/22/2018 Boydston, L B230 0.10 650.00 65.00 Review communication from D. Simon (Debtors' counsel) regarding DIP.

03/22/2018 Gluck, K B230 0.20 780.00 156.00 Conference and correspondence with counsel for potential DIP lender.

Total for Task Code B230 0.50 377.00

03/21/2018 Boydston, L L310 2.60 650.00 1,690.00 Review and propose edits to the Committee's First Request for Production of Documents directed to the Debtors.

03/21/2018 Boydston, L L310 0.60 650.00 390.00 Search in both data rooms to see if any of the documents requested by the Committee are already in the data rooms.

03/21/2018 Boydston, L L310 0.30 650.00 195.00 Discussions with R. Manns regarding the Committee's First Request for Production of Documents directed to the Debtors.

03/22/2018 Boydston, L L310 0.20 650.00 130.00 Communications with R. Manns regarding proposed edits to the First Set of Requests for Production to the Debtors.

03/22/2018 Manns, R L310 0.60 720.00 432.00 Review and revise requests for production and email with Don Detweiler regarding same.

03/23/2018 Boydston, L L310 0.40 650.00 260.00

Communications with Pepper Hamilton and R. Manns regarding service of written discovery when Debtors' counsel refuses to accept by e-mail and related analysis and response.

03/23/2018 Costello, S L310 0.30 360.00 108.00

Electronically file with the court Notice of Service of Request for Production of Documents and forward pdf of efiled Notice to R. Manns.

03/23/2018 Manns, R L310 0.60 720.00 432.00 Confer with working group re: service of discovery and local rules requirements.

03/23/2018 Manns, R L310 0.30 720.00 216.00 Review and comment on notice of service of discovery requests.



03/24/2018 Boydston, L L310 0.20 650.00 130.00 Attention to Debtors' communications regarding Committee's first sets of written discovery.

03/30/2018 Boydston, L L310 0.20 650.00 130.00

Communications with L. Strubeck and R. Manns regarding the Committee's first document requests to Omega and the Plan Sponsors.

03/30/2018 Manns, R L310 0.60 720.00 432.00 Review and comment on Omega and Plan Sponsor requests for production.

Total for Task Code L310 6.90 4,545.00

Total 101.40 64,318.00



EXHIBIT E

Time Detail

DATE TIMEKEEPER TASK CODE

HOURS RATE AMOUNT NARRATIVE

04/02/2018 KW Gluck B110 1.00 $780.00 $780.00 Participate in call with Pepper Hamilton regarding strategy.

04/02/2018 KW Gluck B110 0.90 $780.00 $702.00 NRF meeting to review and discuss action items.

04/02/2018 L Boydston B110 0.80 $650.00 $520.00 Strategy meeting with NRF working group regarding tasks, research, briefing, objections.

04/02/2018 L Boydston B110 0.10 $650.00 $65.00 Follow-up communications with M. McLaughlin regarding pro hac filing.

04/02/2018 L Boydston B110 1.10 $650.00 $715.00 Teleconference with PH regarding task breakdown.

04/02/2018 LR Strubeck B110 0.10 $975.00 $97.50 Related communications with NRF team on open issues, etc.

04/02/2018 RE Manns B110 1.00 $720.00 $720.00 Call with Fran Lawall and Don Detweiler to discuss case strategy issues.

04/02/2018 S Shah B110 1.30 $370.00 $481.00 NRF working group strategy meetings.

04/02/2018 S Shah B110 0.70 $370.00 $259.00 Prepare notes from conference call with Pepper Hamilton.

04/02/2018 S Costello B110 1.20 $360.00 $432.00 Prepare Pro Hac Vice Motion for J. Cline and email draft to L. Boydston.

04/02/2018 S Costello B110 0.50 $360.00 $180.00

Electronically file with the court the Pro Hac Motion for J. Cline and coordinate details for payment of the filing fee.

04/02/2018 S Costello B110 0.40 $360.00 $144.00 Electronically file with the court two Notices of Service of documents.

04/02/2018 S Costello B110 0.40 $360.00 $144.00 Electronically file with the court Application to Employ Pepper Hamilton.

04/02/2018 S Costello B110 0.10 $360.00 $36.00 Forward ecf notifications to S. Henry and D. Detweiler.

04/03/2018 L Boydston B110 0.20 $650.00 $130.00 Status update to L. Strubeck.



04/04/2018 S Costello B110 0.10 $360.00 $36.00 Forward ECF notifications to S. Henry and D. Detweiler.

04/05/2018 S Shah B110 1.10 $370.00 $407.00 Strategy meeting with NRF working group regarding issues for omnibus objection.

04/06/2018 RE Manns B110 0.20 $720.00 $144.00 Review Debtors' witness and exhibit list.

04/08/2018 S Costello B110 0.10 $360.00 $36.00 Analysis of docket sheet to determine if transcript of first day hearings was ordered.

04/08/2018 S Costello B110 0.10 $360.00 $36.00 Email to K. Rehling, court transcriber, requesting copy of March 8, 2018 hearing transcript.

04/09/2018 RE Manns B110 0.40 $720.00 $288.00 Attention to first-day hearing transcript.

04/09/2018 RE Manns B110 0.20 $720.00 $144.00 Review Omega proposal to bifurcate 4/16 and 4/17 hearings.

04/09/2018 S Costello B110 0.10 $360.00 $36.00 Forward multiple ECF notifications to S. Henry and D. Detweiler.

04/09/2018 S Costello B110 0.10 $360.00 $36.00 Load March 8 transcript on FileSite.

04/09/2018 S Costello B110 0.10 $360.00 $36.00 Forward March 8 transcript to R. Manns.

04/10/2018 L Boydston B110 0.10 $650.00 $65.00 Communications wth N. Resnick regarding 341 meeting.

04/10/2018 L Boydston B110 0.20 $650.00 $130.00 Confer with R. Manns in preparation for Committee call.

04/10/2018 L Boydston B110 0.10 $650.00 $65.00

Communications with Judge Hale's courtroom deputy regarding time set aside on 4/16-4/17 for hearings and relay information to Committee.

04/10/2018 RE Manns B110 0.40 $720.00 $288.00 Further review of first-day hearing transcript.

04/11/2018 L Boydston B110 0.30 $650.00 $195.00 Strategy meeting with R. Manns.

04/11/2018 L Boydston B110 0.30 $650.00 $195.00 Status update/task breakdown conference with S. Shah after the hearing.

04/11/2018 L Boydston B110 0.20 $650.00 $130.00

Review Emergency Motion for Order Shortening Notice and form of Supplemental Notice and related discussions with NRF working group.



04/11/2018 RE Manns B110 0.40 $720.00 $288.00 Review and revise Committee's draft witness and exhibit list.

04/11/2018 S Shah B110 0.90 $370.00 $333.00 Prepare, revise and file Committee W&E list.

04/11/2018 S Shah B110 1.20 $370.00 $444.00 Prepare Exhibits for deposition on 4.12.2018.

04/11/2018 S Shah B110 0.30 $370.00 $111.00 Confer with K. Gluck and R. Manns regarding current task items and strategy.

04/11/2018 S Costello B110 2.20 $360.00 $792.00 Print and organize in folders possible exhibits for use at upcoming deposition.

04/12/2018 RE Manns B110 0.30 $720.00 $216.00 Multiple emails with chambers regarding 4/16 hearing and Committee's omnibus objection.

04/12/2018 RE Manns B110 0.20 $720.00 $144.00 Emails with Debtors' counsel regarding second-day orders.

04/12/2018 S Shah B110 0.70 $370.00 $259.00 Confer with R. Manns and K. Gluck regarding status and strategy of task items.


04/12/2018 S Costello B110 1.30 $360.00 $468.00 Start preparing notebooks containing OHI exhibits for April 16 hearing.

04/12/2018 S Costello B110 2.80 $360.00 $1,008.00 Continue printing and organizing in folders possible exhibits for use at upcoming deposition.

04/13/2018 RE Manns B110 0.30 $720.00 $216.00 Call with Debtors' counsel concerning response to chambers.

04/13/2018 RE Manns B110 0.60 $720.00 $432.00 Calls and emails with working group with respect to response communication to chambers.

04/13/2018 RE Manns B110 0.80 $720.00 $576.00 Review and comment on Debtors' proposed modified orders for second day hearings.

04/13/2018 RE Manns B110 0.20 $720.00 $144.00 Review Debtors' modified agenda.



04/13/2018 S Costello B110 3.40 $360.00 $1,224.00

Start preparing notebooks containing exhibits for debtors and exhibits for the committee for use at the April 16 hearing.


04/13/2018 S Costello B110 2.30 $360.00 $828.00 Continue preparing notebooks containing OHI exhibits for use at the April 16 hearing.

04/14/2018 S Costello B110 3.00 $360.00 $1,080.00 Finish preparing notebooks containing exhibits for debtors.

04/14/2018 S Costello B110 0.40 $360.00 $144.00 Burn flash drives containing OHI's exhibits 23 and 45.

04/14/2018 S Costello B110 1.70 $360.00 $612.00 Finish preparing notebooks containing OHI exhibits for April 16 hearing.

04/15/2018 KW Gluck B110 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding update on discussions with Omega and hearing.

04/15/2018 RE Manns B110 0.30 $720.00 $216.00 Multiple emails with working group concerning exhibit issues.

04/15/2018 S Costello B110 0.10 $360.00 $36.00 Email to S. Shah regarding status of notebooks for April 16 hearing.

04/15/2018 S Costello B110 0.30 $360.00 $108.00

Prepare and send calendar reminder of upcoming hearing and objection deadline; email to S. Shah regarding status of notebooks for April 16 hearing.

04/15/2018 S Costello B110 2.70 $360.00 $972.00 Prepare Hearing notebooks.

04/15/2018 S Costello B110 4.80 $360.00 $1,728.00 Finish preparing notebooks containing the Committee's exhibits for April 16 hearing.

04/16/2018 KW Gluck B110 0.10 $780.00 $78.00 Review revised agenda.

04/16/2018 KW Gluck B110 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding 552 argument.

04/16/2018 KW Gluck B110 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding adjournment of hearing.

04/16/2018 KW Gluck B110 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding adjournment of hearing.



04/16/2018 S Costello B110 0.20 $360.00 $72.00 Email to courtroom deputy requesting permission for S. Shah to appear by telephone for the hearing.


04/16/2018 S Costello B110 2.70 $360.00 $972.00 Update hearing notebooks and debtors exhibit notebook.

04/16/2018 S Costello B110 0.50 $360.00 $180.00 Telephone call to CourtCall to coordinate details for S. Shah to appear by telephone at the hearing.

04/16/2018 S Costello B110 0.50 $360.00 $180.00 Prepare and send to team a calendar invite with dial in instructions to listen to the hearing.

04/16/2018 S Costello B110 0.50 $360.00 $180.00

Email to courtroom deputy requesting permission for non-attorney professionals to bring electronics into the courtroom.

04/16/2018 S Costello B110 1.50 $360.00 $540.00

Assist with preparation for hearing (.3); email to courtroom deputy requesting permission for S. Shah to appear by telephone for the hearing; forward multiple ECF notifications to S. Henry and D. Detweiler; update hearing notebooks (.1); update debtors exhibit notebook (.3); telephone call to CourtCall to coordinate details for S. Shah to appear by telephone at the hearing (.2); prepare and send to team a calendar invite with dial in instructions to listen to the hearing (.1); email to courtroom deputy requesting permission for non-attorney professionals to bring electronics into the courtroom (.1); assemble notebooks and documents in boxes for use at the hearing (.3); several telephone calls to the courtroom deputy regarding various issues related to logistics for the hearing(.1).

04/16/2018 S Costello B110 0.50 $360.00 $180.00

Several telephone calls to the courtroom deputy regarding various issues related to logistics for the hearing.



04/17/2018 L Boydston B110 0.30 $650.00 $195.00 Teleconference with Debtors' counsel and R. Manns and related discussions with R. Manns.

04/17/2018 RE Manns B110 0.20 $720.00 $144.00 Confer with working group re: response to proposed offer.

04/17/2018 RE Manns B110 0.30 $720.00 $216.00

Review Debtors' emergency motion to shorten notice on 9019 motion and motion for expedited setting on same.

04/17/2018 S Costello B110 0.50 $360.00 $180.00 Prepare and send calendar reminders of upcoming hearings and deadlines.


04/18/2018 RE Manns B110 0.50 $720.00 $360.00

Review Debtors' motion for order establishing limited notice procedures and emails with working group concerning same.

04/18/2018 S Costello B110 0.10 $360.00 $36.00 Prepare and send to NRF team a calendar reminder of continued 341 meeting.

04/19/2018 L Boydston B110 0.20 $650.00 $130.00

Review marketing activity update regarding potential buyers and confer with C. Zucker regarding same.

04/19/2018 S Costello B110 0.20 $360.00 $72.00 Prepare and send calendar invites to NRF team with upcoming hearing date and deadlines to file objections.

04/20/2018 RE Manns B110 0.30 $720.00 $216.00 Confer with United States Trustee regarding continued 341 meeting.

04/24/2018 RE Manns B110 0.20 $720.00 $144.00 Emails with working group concerning 4/16 hearing transcript.

04/24/2018 S Costello B110 0.10 $360.00 $36.00 Email to K. Rehling requesting a copy of the April 16 hearing transcript.

04/26/2018 RE Manns B110 0.40 $720.00 $288.00 Emails with Debtors' counsel to coordinate for 4/30 meeting.

04/27/2018 S Shah B110 0.20 $370.00 $74.00 Confer with Debtor's counsel regarding status of negotiations with Liberty Mutual.



04/30/2018 KW Gluck B110 0.50 $780.00 $390.00 Conference with Ryan Manns regarding settlement meeting and strategy regarding hearing on May 8.

04/30/2018 RE Manns B110 0.40 $720.00 $288.00 Confer with working group concerning strategic issues and next steps.

04/30/2018 S Shah B110 0.10 $370.00 $37.00 Confer with Debtors' counsel regarding status.

TOTAL: TASK CODE B110 57.80 $26,019.50

04/09/2018 RE Manns B120 0.40 $720.00 $288.00 Multiple emails with working group concerning 2013 LBO.

04/19/2018 RE Manns B120 0.40 $720.00 $288.00 Emails with working group concerning CHOW and Medicare receivable issues.

TOTAL: TASK CODE B120 .80 $576.00

04/18/2018 S Shah B140 0.10 $370.00 $37.00 Confer with R. Manns regarding analysis of Motion.

04/18/2018 S Shah B140 0.90 $370.00 $333.00 Review and analyze Motion to Lift Stay.

04/19/2018 S Shah B140 0.30 $370.00 $111.00 Confer with R. Manns and K. Gluck regarding Motion to Lift Stay.

04/20/2018 RE Manns B140 0.40 $720.00 $288.00 Analyze Liberty Mutual lift stay motion and emails with working group concerning same.

04/23/2018 RE Manns B140 0.30 $720.00 $216.00 Attention to Fifth Circuit standards concerning extension of stay to non-debtors.

04/23/2018 RE Manns B140 0.60 $720.00 $432.00

Analyze Debtors' 105 motion seeking extension of the automatic stay to non-debtor parties and supporting exhibits.

04/24/2018 KW Gluck B140 0.10 $780.00 $78.00 Correspondence with S Shah regarding extension of stay to non-debtors.

04/24/2018 KW Gluck B140 0.10 $780.00 $78.00 Conference with Ryan Manns regarding motion to lift stay.



04/24/2018 S Shah B140 1.50 $370.00 $555.00 Review and analyze Motion to lift stay and confer with R. Manns regarding Committee position.

04/25/2018 KW Gluck B140 0.20 $780.00 $156.00 Conferences with S Shah and Ryan Manns regarding motion to lift stay.

04/26/2018 KW Gluck B140 0.20 $780.00 $156.00 Conferences with Ryan Manns regarding motion to lift stay and extension of deadline to object.

04/26/2018 RE Manns B140 0.20 $720.00 $144.00 Emails with working group concerning same.

04/26/2018 RE Manns B140 0.40 $720.00 $288.00 Calls with counsel for Liberty Mutual with respect to lift stay motion.

TOTAL: TASK CODE B140 5.00 $2,656.00

04/03/2018 KW Gluck B150 0.80 $780.00 $624.00 Participate in part of committee call.

04/03/2018 L Boydston B150 1.20 $650.00 $780.00 Attend Committee call.

04/10/2018 RE Manns B150 1.20 $720.00 $936.00 Attend and participate on Committee conference call.

04/13/2018 KW Gluck B150 1.10 $780.00 $858.00 Participate in call with committee regarding hearings and strategy.

04/13/2018 L Boydston B150 1.10 $650.00 $715.00 Attend Committee call.

04/13/2018 RE Manns B150 1.10 $720.00 $720.00 Attend Committee call to discuss latest developments.

04/13/2018 S Shah B150 1.10 $370.00 $407.00 Call with committee about current status and strategy for hearing.

04/16/2018 L Boydston B150 0.60 $650.00 $390.00

Post-hearing meeting with Committee members, CohnReznick, and Pepper Hamilton to prep for tomorrow.

04/16/2018 L Boydston B150 0.90 $650.00 $585.00

Post-call discussions with Committee members, CohnReznick, and Pepper Hamilton, including formal Committee call.

04/16/2018 L Boydston B150 0.90 $650.00 $585.00

Post-call discussions with Committee regarding tomorrow's continuations and further offers to Debtors and Omega.



04/16/2018 S Shah B150 1.60 $370.00 $592.00

Post-hearing meeting with Committee members, CohnReznick, and Pepper Hamilton to prep for tomorrow.

04/16/2018 S Shah B150 1.10 $370.00 $407.00 Participate in 341 meeting.

04/17/2018 RE Manns B150 0.40 $720.00 $288.00 Emails with Committee members regarding hearing status.

04/17/2018 S Shah B150 0.60 $370.00 $222.00 Meet with committee and counsel to strategize about offer.

04/24/2018 KW Gluck B150 1.70 $780.00 $1,326.00 Participate in committee call and related discussions with NRF working group.

04/24/2018 L Boydston B150 1.50 $650.00 $975.00 Attend Committee Call.

04/24/2018 RE Manns B150 1.50 $720.00 $1,080.00 Attend Committee call.

04/24/2018 S Shah B150 1.50 $370.00 $555.00 Attend committee call.

04/25/2018 RE Manns B150 0.20 $720.00 $144.00 Emails with Committee members and counsel re: list of attendees.

04/27/2018 L Boydston B150 1.50 $650.00 $975.00 Committee call in preparation for Monday's meeting in NY.

04/27/2018 RE Manns B150 0.30 $720.00 $216.00

Additional emails with Committee working group and Debtors concerning attendees for 4/30 meeting.

04/27/2018 RE Manns B150 1.50 $720.00 $1,080.00 Attend Committee call to discuss preparation for 4/30 all hands meeting.

TOTAL: TASK CODE B150 23.40 $14,460.00

04/09/2018 RE Manns B155 0.50 $720.00 $360.00 Multiple emails with and calls working group concerning deposition notices.

04/10/2018 RE Manns B155 0.30 $720.00 $216.00 Emails with Debtors' counsel and Omega's counsel concerning deposition notices.

04/10/2018 RE Manns B155 0.60 $720.00 $432.00 Review and revise deposition notices.

04/11/2018 RE Manns B155 0.30 $720.00 $216.00 Emails with Debtors and Omega concerning deposition logistics.



04/11/2018 RE Manns B155 0.80 $720.00 $576.00 Confer with working group concerning deposition preparation and deposition exhibit issues.

04/12/2018 RE Manns B155 4.50 $720.00 $3,240.00 Prepare for and attend deposition of Louis Robichaux.

04/12/2018 RE Manns B155 0.60 $720.00 $432.00 Coordinate with working group regarding Robichaux deposition exhibits.

04/12/2018 S Shah B155 0.70 $370.00 $259.00 Prepare exhibits for deposition of CRO.

04/12/2018 S Shah B155 0.80 $370.00 $296.00 Review Objection to Houlihan Retention Application.

TOTAL: TASK CODE B155 9.10 $6,027.00

04/02/2018 KW Gluck B160 0.20 $780.00 $156.00 Attend to issues regarding NRF employment application.

04/02/2018 KW Gluck B160 0.10 $780.00 $78.00

Correspondence with Ryan Manns regarding NRF application issues in light of comments from counsel for Omega.

04/02/2018 L Boydston B160 0.10 $650.00 $65.00 Review J. Cline pro hac and send to M. McLaughlin.

04/02/2018 L Boydston B160 0.30 $650.00 $195.00

Teleconference with C. Zucker (CohnReznick) regarding retention applications and documents in the data rooms.

04/02/2018 L Boydston B160 0.60 $650.00 $390.00 Review PH's retention applications and related communications with R. Manns.

04/02/2018 LR Strubeck B160 0.30 $975.00 $292.50

Reviewed memo regarding various professional retention application and related issues and comments to same.

04/02/2018 RE Manns B160 0.40 $720.00 $288.00 Confer with chambers concerning Committee retention applications.

04/02/2018 S Shah B160 3.90 $370.00 $1,443.00 Prepare Norton Rose Fulbright retention application.

04/03/2018 KW Gluck B160 1.40 $780.00 $1,092.00 Attend to issues regarding NRF employment application.



04/03/2018 KW Gluck B160 0.30 $780.00 $234.00 Conference and correspondence with S Shah regarding NRF application.

04/03/2018 KW Gluck B160 0.70 $780.00 $546.00

Review and analyze issues regarding debtor professional applications, including conferences and correspondence with Ryan Manns regarding same.

04/03/2018 L Boydston B160 0.20 $650.00 $130.00

Post-call strategy meeting with NRF team regarding breakdown of tasks for drafting objections to employment applications.

04/03/2018 L Boydston B160 0.10 $650.00 $65.00

Communications with C. Zucker regarding finalizing and filing CohnReznick's employment application.

04/03/2018 S Shah B160 2.10 $370.00 $777.00 Prepare Norton Rose Fulbright retention application.

04/04/2018 KW Gluck B160 1.50 $780.00 $1,170.00 Review and revise NRF application.

04/04/2018 KW Gluck B160 0.50 $780.00 $390.00 Conferences and correspondence with S Shah regarding same and section 551 issue.

04/04/2018 L Boydston B160 0.60 $650.00 $390.00

Strategy meeting with NRF working group regarding objections to employment applications as requested by PH on yesterday's Committee call.

04/04/2018 S Shah B160 1.50 $370.00 $555.00 Revise NRF Retention Application.

04/04/2018 S Costello B160 0.40 $360.00 $144.00

Electronically file with the court Pepper Hamilton's supplemental declaration in support of its employment application.

04/05/2018 KW Gluck B160 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding NRF employment application.

04/05/2018 KW Gluck B160 0.40 $780.00 $312.00 Conference with Nancy Resnick regarding debtor employment applications.

04/05/2018 KW Gluck B160 0.30 $780.00 $234.00 Review and analyze issues regarding Houlihan application.



04/05/2018 RE Manns B160 0.70 $720.00 $504.00 Review and revise NRF application to employ.

04/05/2018 S Shah B160 0.60 $370.00 $222.00 Confer with K. Gluck and R. Manns regarding NRF application and omnibus objection.

04/05/2018 S Shah B160 1.10 $370.00 $407.00 Prepare CohnReznick retention application.

04/06/2018 KW Gluck B160 1.30 $780.00 $1,014.00 Conferences with Ryan Manns regarding debtor employment application issues.

04/06/2018 KW Gluck B160 0.60 $780.00 $468.00 Attend to issues regarding Houlihan application.

04/06/2018 KW Gluck B160 0.30 $780.00 $234.00 Conference with Cliff Zucker regarding Houlihan issues.

04/06/2018 KW Gluck B160 0.60 $780.00 $468.00 Conference with Dan Simon regarding Debtors’ employment applications.

04/06/2018 RE Manns B160 0.60 $720.00 $432.00 Analysis of Debtors' retention applications in advance of call with Debtors' counsel.

04/06/2018 RE Manns B160 0.50 $720.00 $360.00 Call with Debtors' counsel to discuss retention applications and OCP motion.

04/06/2018 RE Manns B160 0.40 $720.00 $288.00 Call with Cliff Zucker to discuss Houlihan compensation structure.

04/08/2018 KW Gluck B160 2.20 $780.00 $1,716.00

Review and analyze issues regarding debtor professional applications, including conference and correspondence with Ryan Manns regarding same and recommendations for potential resolution to same.

04/08/2018 RE Manns B160 0.40 $720.00 $288.00

Review and revise Cohn Reznick application to employ and emails with Committee Chairs concerning same.

04/08/2018 RE Manns B160 0.50 $720.00 $360.00

Further analysis of Debtors' retention applications and emails with working group concerning recommendations.



04/09/2018 KW Gluck B160 0.70 $780.00 $546.00

Conferences and correspondence with Ryan Manns regarding Debtors’ professional issues, including Houlihan.

04/09/2018 KW Gluck B160 0.20 $780.00 $156.00 Correspondence with DLA regarding Debtors’ professionals.

04/09/2018 KW Gluck B160 0.30 $780.00 $234.00 Attend to issues regarding NRF application.

04/09/2018 KW Gluck B160 0.30 $780.00 $234.00 Review and revise application.

04/09/2018 KW Gluck B160 0.10 $780.00 $78.00 Review comments to debtor professional applications from US Trustee.

04/09/2018 RE Manns B160 0.40 $720.00 $288.00 Multiple emails with Debtors' counsel re: retention applications.

04/09/2018 RE Manns B160 0.20 $720.00 $144.00 Emails with CohnReznick re: their application to employ.

04/09/2018 RE Manns B160 0.90 $720.00 $648.00

Further analysis of Houlihan retention terms and emails with Debtors' counsel and working group re: same.

04/09/2018 RE Manns B160 0.20 $720.00 $144.00 Call with Debtors' counsel concerning OCP motion and Crowe application to employ.

04/09/2018 RE Manns B160 0.40 $720.00 $288.00 Review United States Trustee concerns with respect to Debtors retention applications.

04/09/2018 RE Manns B160 0.30 $720.00 $216.00 Provide update on Committee's highlighted issues.

04/09/2018 S Costello B160 0.60 $360.00 $216.00 Electronically file with the Court the committee's application to employ Cohn Reznick.

04/10/2018 KW Gluck B160 0.10 $780.00 $78.00 Correspondence with S Shah regarding confirmation brief.

04/10/2018 KW Gluck B160 1.30 $780.00 $1,014.00

Conference with Ryan Manns and Don Detweiler regarding Houlihan application issues and strategy regarding same.




04/10/2018 KW Gluck B160 3.70 $780.00 $2,886.00 Prepare objection to Houlihan application.

04/10/2018 KW Gluck B160 0.80 $780.00 $624.00

Conferences and correspondence with Ryan Manns regarding Houlihan application issues, deposition issues, etc.

04/10/2018 L Boydston B160 0.20 $650.00 $130.00

Discuss Houlihan objection issues with K. Gluck and R. Manns in advance of call with Houlihan regarding employment application.

04/10/2018 RE Manns B160 0.50 $720.00 $360.00

Multiple emails with Debtors' counsel regarding retention applications and resolution of Committee's informal objections.

04/10/2018 RE Manns B160 1.10 $720.00 $792.00 Prepare for and attend call with Houlihan to discuss the terms of their engagement.

04/10/2018 RE Manns B160 0.40 $720.00 $288.00 Calls and emails with Houlihan concerning settlement terms and resolution of objections.

04/10/2018 S Shah B160 1.00 $370.00 $370.00 Revise objection to Houlihan retention.

04/10/2018 S Shah B160 1.00 $370.00 $370.00 Analysis of ND Tex retention orders in recent years.

04/11/2018 KW Gluck B160 0.10 $780.00 $78.00 Correspondence with Houlihan regarding proposal to resolve objection.

04/11/2018 KW Gluck B160 0.10 $780.00 $78.00

Correspondence with DLA and Ryan Manns regarding extension of deadline to objection to Houlihan application.

04/11/2018 KW Gluck B160 0.20 $780.00 $156.00 Correspondence with Ryan Manns and S Shah regarding draft objection to Houlihan application.

04/11/2018 KW Gluck B160 1.20 $780.00 $936.00 Prepare objection to Houlihan application.

04/11/2018 KW Gluck B160 0.30 $780.00 $234.00 Conferences and correspondence with Ryan Manns regarding same.

04/11/2018 KW Gluck B160 0.20 $780.00 $156.00 Correspondence with S Shah regarding exhibits for hearing on Houlihan application.




04/11/2018 KW Gluck B160 0.10 $780.00 $78.00 Review objection to Houlihan application from US Trustee.

04/11/2018 KW Gluck B160 0.50 $780.00 $390.00 Attend to issues regarding Houlihan order.

04/11/2018 KW Gluck B160 0.20 $780.00 $156.00 Correspondence with Ryan Manns regarding revising order.

04/11/2018 RE Manns B160 2.10 $720.00 $1,512.00 Review and revise proposed Houlihan order.

04/11/2018 RE Manns B160 1.10 $720.00 $792.00 Further revise Houlihan objection.

04/11/2018 RE Manns B160 0.40 $720.00 $288.00

Multiple emails with Committee chairs and working group concerning status of Debtors' retention application and Houlihan draft objection.

04/11/2018 RE Manns B160 0.40 $720.00 $288.00

Call and emails with Ms. Resnick regarding Debtors' retention application and status of Houlihan engagement terms.

04/11/2018 RE Manns B160 0.40 $720.00 $288.00 Review United States Trustee's objection to Houlihan application to employ.

04/11/2018 RE Manns B160 0.50 $720.00 $360.00 Call with Andrew Turnbull of Houlihan to discuss modified engagement terms.

04/11/2018 RE Manns B160 0.40 $720.00 $288.00 Analysis of previously-entered investment banker retention orders in Judge Hale's court.

04/11/2018 S Shah B160 2.40 $370.00 $888.00 Revise and file Objection to Houlihan Retention Application.

04/12/2018 KW Gluck B160 0.20 $780.00 $156.00 Correspondence with Ryan Mans regarding revised Houlihan order.

04/12/2018 KW Gluck B160 1.50 $780.00 $1,170.00 Revise Houlihan order.

04/12/2018 KW Gluck B160 0.30 $780.00 $234.00 Conference and correspondence with Dan Simon regarding Houlihan order and extending objection deadline.

04/12/2018 KW Gluck B160 0.80 $780.00 $624.00 Revise NRF application.



04/12/2018 KW Gluck B160 0.10 $780.00 $78.00 Conference and correspondence with Andrew Turnbull regarding revised order.

04/12/2018 KW Gluck B160 0.20 $780.00 $156.00 Correspondence with S Shah regarding objection to Houlihan application.

04/12/2018 KW Gluck B160 0.20 $780.00 $156.00 Revise Houlihan order.

04/12/2018 KW Gluck B160 0.60 $780.00 $468.00 Multiple conferences with Ryan Manns and Andrew Turnbull regarding revised Houlihan order.

04/12/2018 KW Gluck B160 0.10 $780.00 $78.00 Revise Houlihan order.

04/12/2018 KW Gluck B160 0.20 $780.00 $156.00

Correspondence with Ryan Manns regarding communications with committee about revised Houlihan order.

04/12/2018 KW Gluck B160 0.40 $780.00 $312.00 Correspondence and conferences with Ryan Manns regarding revised Houlihan order.

04/12/2018 KW Gluck B160 0.10 $780.00 $78.00

Review correspondence from Fran Lawall regarding potential resolution with Houlihan and effect on objections to relief requested by debtor in 9019 and plan.

04/12/2018 KW Gluck B160 0.30 $780.00 $234.00 Conference and correspondence with Ryan Manns regarding Houlihan discussions and order.

04/12/2018 KW Gluck B160 0.10 $780.00 $78.00 Correspondence with Ryan Manns and Dan Simon regarding Adeptus Houlihan order.

04/12/2018 KW Gluck B160 0.10 $780.00 $78.00 Correspondence with Andrew Turnbull regarding sign off on revised Houlihan order.

04/12/2018 RE Manns B160 0.50 $720.00 $360.00 Call with Andrew Turnbull re: Houlihan comments to proposed order and review same.

04/12/2018 RE Manns B160 0.30 $720.00 $216.00 Revise application to employ NRF and emails with United States Trustee with respect to same.

04/12/2018 RE Manns B160 0.90 $720.00 $648.00 Revisions to Houlian proposed form of order and multiple emails with working group concerning same.



04/13/2018 KW Gluck B160 0.10 $780.00 $78.00 Review agenda for hearings on Monday.

04/13/2018 KW Gluck B160 0.20 $780.00 $156.00

Correspondence with Ryan Manns regarding update on US Trustee objection to Houlihan application and update on settlement motion.

04/13/2018 KW Gluck B160 0.10 $780.00 $78.00 Correspondence with Ryan Manns and DLA regarding Ankura revised order.

04/13/2018 KW Gluck B160 0.20 $780.00 $156.00 Review Adeptus and Murphy orders employing Houlihan in the NDTX.

04/13/2018 KW Gluck B160 0.40 $780.00 $312.00

Multiple conferences with Ryan Manns regarding Houlihan application issues, Ankura revised order and hearings on Monday.

04/13/2018 RE Manns B160 0.20 $720.00 $144.00 Emails with Debtors' counsel and Houlihan concerning proposed form of order.

04/13/2018 S Shah B160 0.40 $370.00 $148.00 Review and file NRF Retention Application.

04/13/2018 S Shah B160 1.90 $370.00 $703.00 Prepare materials and exhibits for hearing on 4.16.2018.

04/15/2018 KW Gluck B160 0.10 $780.00 $78.00 Review Debtors’ reply in support of Houlihan application.

04/15/2018 RE Manns B160 0.30 $720.00 $216.00 Review Debtors' response to US Trustee's objection to Houlihan objection to application to employ.

04/17/2018 RE Manns B160 2.00 $720.00 $1,440.00 Prepare for and attend meeting with Debtors, Omega and Plan sponsor.

04/20/2018 KW Gluck B160 0.50 $780.00 $390.00

Conference and correspondence with Ryan Manns regarding DLA comments to committee professional applications and need to respond to lift stay motion.

04/20/2018 RE Manns B160 0.20 $720.00 $144.00 Confer with working group regarding Debtors' feedback on Committee retention applications.

04/24/2018 RE Manns B160 0.20 $720.00 $144.00 Communications with Pepper Hamilton regarding proposed form of monthly fee statement.



04/24/2018 RE Manns B160 0.20 $720.00 $144.00 Multiple emails with chambers regarding retention applications.

04/24/2018 S Costello B160 0.40 $360.00 $144.00 Respond to email from S. Henry regarding format for monthly fee statement.

04/26/2018 RE Manns B160 0.10 $720.00 $72.00 Revise certificate of no objection.

04/26/2018 RE Manns B160 0.20 $720.00 $144.00 Emails with working group concerning Pepper Hamilton application to employ.

04/26/2018 S Costello B160 0.20 $360.00 $72.00 Revise Certificate of No Objection to include remarks from R. Manns.

04/26/2018 S Costello B160 0.60 $360.00 $216.00

Prepare Certificate of No Objection to the employment application for Pepper Hamilton and forward draft to R. Manns.

04/27/2018 S Costello B160 0.20 $360.00 $72.00 Email to J. Bergreen to notify her the proposed order was uploaded.

04/27/2018 S Costello B160 0.50 $360.00 $180.00

Electronically file with the Court a Certificate of No Objection to the Application to Employ Pepper Hamilton and upload the proposed order.

TOTAL: TASK CODE B160 67.60 $43,678.50

04/02/2018 L Boydston B190 1.30 $650.00 $845.00 Begin work on sub rosa research.

04/03/2018 JN Schwartz B190 2.00 $785.00 $1,570.00 Review background information, including first day declaration, plan, and disclosure statement.

04/03/2018 JN Schwartz B190 2.50 $785.00 $1,962.50

Research regarding sub rosa plan to prepare briefing in opposition to motion to approve Omega settlement.

04/03/2018 L Boydston B190 0.30 $650.00 $195.00

Meeting with J. Schwartz regarding sub rosa, 506(c) waiver, and patently unconfirmable portions of omnibus objection as requested by PH.



04/03/2018 L Boydston B190 3.40 $650.00 $2,210.00

Review Judge Jernigan's memorandum on substantive consolidation and begin drafting substantive consolidation portion of omnibus objection.

04/03/2018 L Boydston B190 1.70 $650.00 $1,105.00

Pull recent cases on patently unconfirmable as an argument to a disclosure statement and review and analyze same for that portion of omnibus objection.

04/03/2018 S Shah B190 1.40 $370.00 $518.00 Conduct research regarding Debtor releases in the 5th Circuit.

04/04/2018 JN Schwartz B190 1.80 $785.00 $1,413.00 Research regarding sub rosa plan and approval of sale under section 363 of the Bankruptcy Code.

04/04/2018 JN Schwartz B190 0.60 $785.00 $471.00 Review rulings of Judge Hale regarding sub rosa plan objections.

04/04/2018 L Boydston B190 0.30 $650.00 $195.00 Meeting with S. Shah and K. Gluck to discuss 551 and 552 research and application to omnibus objection.

04/04/2018 L Boydston B190 2.40 $650.00 $1,560.00

Continue work on substantive consolidation memo for Committee in preparation for drafting sub con portion of Omnibus Objection.

04/04/2018 L Boydston B190 0.20 $650.00 $130.00 Discuss sub rosa issues with J. Schwartz.

04/04/2018 L Boydston B190 0.20 $650.00 $130.00 Analyze Vartec opinion from Judge Hale regarding sub rosa.

04/04/2018 S Shah B190 0.60 $370.00 $222.00 Conduct research on Bankruptcy Code section 551 for omnibus objection.

04/05/2018 JN Schwartz B190 1.40 $785.00 $1,099.00

Research regarding sub rosa plan and requirements for approval of sale under Section 363, including sale proposed during early stages of bankruptcy case.



04/05/2018 L Boydston B190 1.30 $650.00 $845.00

Review and analyze Combined Motion for Bid Procedures & Disclosure Statement, proposed orders on same, bid procedures, stock purchase agreement, and all exhibits.

04/05/2018 L Boydston B190 0.80 $650.00 $520.00 Prepare list of objections related thereto for inclusion in Omnibus Objection.

04/05/2018 L Boydston B190 1.10 $650.00 $715.00

Review and analyze Disclosure Statement for adequacy of information argument to be included in Omnibus Objection.

04/05/2018 L Boydston B190 1.10 $650.00 $715.00 Continue research on patently unconfirmable plan argument for inclusion in Omnibus Objection.

04/06/2018 JN Schwartz B190 4.20 $785.00 $3,297.00

Review cases on sub rosa plans and standards for approval of sales under Section 363, local rules, and various bankruptcy pleadings (including 9019 motion and application to retain Houlihan Lokey), draft insert for objection to 9019 motion, and circulate to firm attorneys for review.

04/08/2018 JN Schwartz B190 0.40 $785.00 $314.00 Review and respond to Ryan Manns emails regarding strategy for objecting to 9019 motion.

04/08/2018 JN Schwartz B190 3.50 $785.00 $2,747.50

Prepare memorandum to Ryan Manns regarding sub rosa plan and strategy for objecting to Omega releases and transfer of assets.

04/08/2018 L Boydston B190 4.30 $650.00 $2,795.00

Draft memo to Pepper Hamilton on Substantive Consolidation in the 5th Circuit and application to the Orianna Debtors.

04/08/2018 RE Manns B190 0.30 $720.00 $216.00 Attention to sub rosa analysis and emails with working group concerning same.

04/09/2018 L Boydston B190 2.10 $650.00 $1,365.00 Finalize memo on substantive consolidation.



04/09/2018 L Boydston B190 1.30 $650.00 $845.00 Continue work on analysis of adequacy of disclosure in disclosure statement.

04/09/2018 L Boydston B190 3.20 $650.00 $2,080.00

Continue drafting portions of omnibus objection related to sub con and Plan being fatally flawed and unconfirmable on its face.

04/09/2018 RE Manns B190 0.70 $720.00 $504.00 Review and revise substantive consolidation memo and emails with working group concerning same.

04/09/2018 S Shah B190 5.90 $370.00 $2,183.00 Conduct research issues regarding 552(b) issues in the 5th Circuit.

04/09/2018 S Shah B190 0.20 $370.00 $74.00 Confer with R. Manns about status and next steps for Objection.

04/10/2018 L Boydston B190 5.60 $650.00 $3,640.00 Review and edit numerous drafts of Omnibus Objection.

04/10/2018 L Boydston B190 0.20 $650.00 $130.00 Meeting with R. Manns regarding comments to the Omnibus Objection.

04/10/2018 RE Manns B190 2.10 $720.00 $1,512.00 Review, analyze and revise draft omnibus objection.

04/11/2018 RE Manns B190 0.70 $720.00 $504.00

Review and revise final draft of omnibus objection in advance of filing and emails with working group re: same.

04/13/2018 L Boydston B190 1.20 $650.00 $780.00 Review Debtors' Reply and Califano declaration.

04/13/2018 RE Manns B190 0.80 $720.00 $576.00 Analyze Debtors’ reply to Committee’s omnibus objection.

04/14/2018 RE Manns B190 0.20 $720.00 $144.00 Review Califano declaration in support of Debtor’ reply to omnibus objection.

04/16/2018 JN Schwartz B190 0.70 $785.00 $549.50

Review first-day pleadings relating to notice procedures, local rules, and complex case order to analyze Debtors’ compliance with notice requirements.



04/16/2018 JN Schwartz B190 0.90 $785.00 $706.50 Prepare analysis of Debtors’ compliance with notice requirements for motion to approve settlement.

04/16/2018 JN Schwartz B190 0.50 $785.00 $392.50 Multiple emails to and from L Boydston regarding notice of motion to approve settlement .

04/23/2018 KW Gluck B190 0.20 $780.00 $156.00 Conference with Ryan Manns regarding 105 motion.

04/23/2018 RE Manns B190 0.30 $720.00 $216.00 Emails with working group concerning extension of stay to non-Debtors.

TOTAL: TASK CODE B190 64.20 $42,363.50

04/02/2018 L Boydston B230 0.40 $650.00 $260.00 Begin review and analysis of revised DIP order sent by Debtors' counsel.

04/03/2018 JN Schwartz B230 0.80 $785.00 $628.00 Review pleadings relating to DIP financing.

04/03/2018 JN Schwartz B230 2.00 $785.00 $1,570.00 Research regarding legal standard for waiver of right to surcharge under section 506(c).

04/03/2018 S Shah B230 1.30 $370.00 $481.00 Research regarding waiver of 551.

04/03/2018 S Shah B230 0.70 $370.00 $259.00 Conduct research on 552(b) equities of the case in the 5th Circuit.

04/03/2018 S Shah B230 0.50 $370.00 $185.00 Conduct research on lien on avoidance actions in the 5th Circuit.

04/04/2018 JN Schwartz B230 1.80 $785.00 $1,413.00

Research regarding ability of debtors to waive right to surcharge secured creditor under section 506(c) of the Bankruptcy Code.

04/04/2018 KW Gluck B230 0.90 $780.00 $702.00 Review and analyze 551 issues for DIP order and Houlihan retention.

04/04/2018 S Shah B230 0.40 $370.00 $148.00 Confer with K. Gluck regarding research for 551 and 552.

04/05/2018 JN Schwartz B230 1.20 $785.00 $942.00 Research regarding waiver of surcharge under Section 506(c) of Bankruptcy Code.

04/05/2018 JN Schwartz B230 2.00 $785.00 $1,570.00 Review DIP pleadings, local rules, and case law and draft insert for objection to surcharge waiver.



04/05/2018 KW Gluck B230 0.50 $780.00 $390.00 Conferences with S Shah and Ryan Manns regarding employment application, 551 and 552 issues.

04/05/2018 KW Gluck B230 2.10 $780.00 $1,638.00 Review and analyze section 551 issues in DIP order.

04/05/2018 S Shah B230 1.40 $370.00 $518.00 Research regarding 551, 552 and lien on avoidance actions.

04/08/2018 KW Gluck B230 0.50 $780.00 $390.00 Review and analyze 551 issue and correspondence with Ryan Manns regarding same.

04/09/2018 KW Gluck B230 0.20 $780.00 $156.00 Conference with S Shah regarding 552 issue for DIP order.

04/20/2018 RE Manns B230 0.30 $720.00 $216.00 Emails with working group regarding same.

04/20/2018 RE Manns B230 0.60 $720.00 $432.00 Analysis of final proposed DIP order.

04/25/2018 L Boydston B230 0.20 $650.00 $130.00 Communications with R. Manns and C. Zucker regarding DIP and budget variances.

TOTAL: TASK CODE B230 17.80 12,028.00

04/04/2018 L Boydston B325 0.80 $650.00 $520.00 Analyze disclosure statement and make note of inadequate disclosures.


04/10/2018 RE Manns L160 0.70 $720.00 $504.00 Multiple calls and emails with working group concerning settlement terms and resolving objections.

04/16/2018 KW Gluck L160 0.70 $780.00 $546.00 Participate in call with committee to discuss hearing and settlement offer.

04/16/2018 L Boydston L160 0.30 $650.00 $195.00 Teleconference with Debtors, Omega, and Plan Sponsor.

04/16/2018 L Boydston L160 0.40 $650.00 $260.00 Prepare counteroffer and discuss same.

04/16/2018 L Boydston L160 0.30 $650.00 $195.00 Second settlement call with Debtors, Omega, and Plan Sponsor.



04/16/2018 S Shah L160 0.40 $370.00 $148.00 Prepare counteroffer and discuss same.

04/17/2018 RE Manns L160 0.40 $720.00 $288.00 Confer with Debtors' counsel concerning proposed structure of restructuring portfolio transaction.

04/17/2018 S Shah L160 0.20 $370.00 $74.00 Confer with R. Manns about status and next steps.

04/17/2018 S Shah L160 2.00 $370.00 $740.00

Participate in negotiations with Omega, Debtors and Plan Sponsor; participate in hearing to advise court of interim resolution.

04/18/2018 RE Manns L160 0.30 $720.00 $216.00 Analysis of proposed settlement terms.

04/19/2018 RE Manns L160 0.20 $720.00 $144.00 Review due diligence list in advance of settlement conference.

04/21/2018 RE Manns L160 0.30 $720.00 $216.00

Attention to multiple email exchanges concerning counter offer from Omega, Debtors and plan sponsor and response to same.

04/25/2018 RE Manns L160 0.30 $720.00 $216.00

Coordinate with Debtors counsel and working group with respect to Committee members and advisors attending 4/30 meeting.

04/27/2018 RE Manns L160 0.30 $720.00 $216.00 Emails with working group concerning meeting.

04/27/2018 RE Manns L160 0.30 $720.00 $216.00 Call with Debtors' counsel concerning settlement meeting.

04/27/2018 RE Manns L160 0.20 $720.00 $144.00 Call with Debtors' counsel re: same.

04/27/2018 RE Manns L160 0.30 $720.00 $216.00 Review draft stipulation between the Debtors, Committee, Omega and Liberty Mutual.

04/27/2018 RE Manns L160 0.60 $720.00 $432.00 Review draft talking points for settlement meeting.

04/29/2018 RE Manns L160 2.30 $720.00 $1,656.00 Travel to NY for settlement meeting (4.6 billed at half time per local rules).

04/30/2018 RE Manns L160 6.50 $720.00 $4,680.00 Prepare for and attend settlement negotiations with major stakeholders.



TOTAL: TASK CODE L160 17.00 $11,302.00

04/02/2018 RE Manns L310 0.30 $720.00 $216.00 Review and comment on draft deficiency letter.

04/05/2018 RE Manns L310 0.60 $720.00 $432.00 Attend meet and confer with Debtors' counsel regarding discovery issues.

04/05/2018 RE Manns L310 0.40 $720.00 $288.00 Review Debtors' response to Committee deficiency letter.

04/06/2018 RE Manns L310 0.80 $720.00 $576.00 Call with counsel for Omega regarding discovery issues.

04/07/2018 RE Manns L310 0.30 $720.00 $216.00 Multiple emails with working group concerning discovery issues.

04/08/2018 RE Manns L310 0.20 $720.00 $144.00 Multiple emails with working group concerning discovery issues.

04/09/2018 RE Manns L310 0.30 $720.00 $216.00 Multiple emails with working group concerning discovery and production issues.

04/10/2018 RE Manns L310 0.50 $720.00 $360.00 Call with counsel for plan sponsor regarding discovery requests.

TOTAL: TASK CODE L310 3.40 $2,448.00

04/11/2018 RE Manns L440 0.30 $720.00 $216.00 Call with Cliff Zucker of Cohn Reznick concerning hearing prep for 4/16.

04/12/2018 S Shah L440 2.30 $370.00 $851.00 Review materials needed and prepare materials for hearing on 4.16.18.

04/13/2018 S Shah L440 2.10 $370.00 $777.00

Prepare exhibits and confer with R. Manns regarding strategy, logistics and plan leading up to and including hearing.

04/15/2018 RE Manns L440 2.50 $720.00 $1,800.00 Meeting with working group to prepare for 4/16 hearings.

04/15/2018 S Shah L440 2.80 $370.00 $1,036.00 Confer and strategize with Pepper Hamilton, CohnReznick and R. Manns.

04/15/2018 S Shah L440 1.10 $370.00 $407.00 Print materials in preparation for hearing on 4.16.2018.



04/16/2018 L Boydston L440 5.60 $650.00 $3,640.00

All-day preparations for today's and tomorrow's hearings with Pepper Hamilton, CohnReznick, and members of the Committee.

04/16/2018 RE Manns L440 6.50 $720.00 $4,680.00 Prepare for contested hearings and meetings with working group and clients concerning same.

04/16/2018 RE Manns L440 3.50 $720.00 $2,520.00 Post hearing meetings and calls with clients and major stakeholders to discuss next steps.

04/16/2018 S Costello L440 1.00 $360.00 $360.00 Assist with preparation for hearing.

TOTAL: TASK CODE L440 27.70 $16,287.00

04/16/2018 KW Gluck L450 2.40 $780.00 $1,872.00 Attend portion of bankruptcy court hearing by telephone.

04/16/2018 L Boydston L450 4.50 $650.00 $2,925.00 Participate in hearing on 9019, Bidding Procedures, Houlihan, etc.

04/16/2018 RE Manns L450 4.00 $720.00 $2,880.00

Attend and appear at second-day hearings and contested 9019 motion, DIP motion and Bid Procedures motion.

04/16/2018 S Shah L450 0.90 $370.00 $333.00

Post-call discussions with Committee members, CohnReznick, and Pepper Hamilton, including formal Committee call.

04/16/2018 S Shah L450 0.30 $370.00 $111.00 Teleconference with Debtors, Omega, and Schwartzbergs.

04/16/2018 S Shah L450 0.90 $370.00 $333.00

Post-call discussions with Committee regarding tomorrow's continuations and further offers to Debtors and Omega.

04/16/2018 S Shah L450 0.30 $370.00 $111.00 Second settlement call with Debtors, Omega, and Schwartzbergs.

04/16/2018 S Shah L450 4.50 $370.00 $1,665.00 Participate in hearing on 9019, Bidding Procedures, Houlihan, etc.

04/16/2018 S Shah L450 5.00 $370.00 $1,850.00

All-day preparations for today's and tomorrow's hearings with Pepper Hamilton, CohnReznick, and members of the Committee.

04/17/2018 RE Manns L450 0.50 $720.00 $360.00 Attend adjourned hearing.



TOTAL: TASK CODE L450 23.30 $12,440.00

TOTAL HOURS 317.90 $190,805.50



EXHIBIT E

Time Detail

DATE TIMEKEEPER TASK CODE HOURS RATE AMOUNT NARRATIVE

05/01/2018 KW Gluck B110 0.30 $780.00 $234.00 Conference with Ryan Manns regarding strategy for hearings.

05/03/2018 S Costello B110 1.90 $360.00 $684.00

Prepare and send to NRF team calendar reminders of upcoming hearings and deadlines (.7); prepare Certificate of No Objection to application to employ NRF and email to R. Manns (.5); email to J. Bergreen, courtroom deputy, requesting permission for K. Gluck to appear via telephone for the May 8, May 9 and May 11 hearings (.3); telephone call to CourtCall to coordinate details for K. Gluck to appear via telephone for the May 8, May 9 and May 11 hearings (.4).

05/04/2018 S Costello B110 2.90 $360.00 $1,044.00

Locate and organize additional exhibits designated by debtor for May 8 hearing (1.8); prepare and send dial-in instructions to NRF and PH teams for upcoming hearings starting May 8 (.3); email to J. Bergreen requesting permission for professionals to bring electronics into the courtroom for the May 8, May 9 and May 11 hearings (.3); prepare Certificate of No Objection to application to employ Cohn Reznick and email to R. Manns regarding same (.5).

05/06/2018 S Costello B110 7.30 $360.00 $2,628.00

Assemble and organize electronic versions of committee's exhibits (2.9); start preparing six sets of the committee's exhibits for the May 8 hearing (4.4).

05/07/2018 RE Manns B110 0.20 $720.00 $144.00 Review hearing agenda and Debtors' amended witness and exhibit list.

05/07/2018 RE Manns B110 0.20 $720.00 $144.00 Emails with chambers concerning trial schedule for upcoming week.

05/09/2018 S Costello B110 1.10 $360.00 $396.00 Locate and email pdfs of debtors’ exhibits 24-33 to S. Shah.

05/09/2018 KW Gluck B110 0.20 $780.00 $156.00

Conference with S Shah regarding Hale comments about Fifth Circuit and budget/scheduling.

05/10/2018 S Costello B110 1.90 $360.00 $684.00

Prepare notebook containing relevant case law for May 11 hearing (1.4); electronically file with the court Certificates of No Objection to the motions to employ NRF and Cohn Reznick (.5).

05/11/2018 S Costello B110 0.20 $360.00 $72.00

Prepare and send to NRF team calendar reminders of upcoming hearings and deadlines.

05/11/2018 KW Gluck B110 0.20 $780.00 $156.00 Review action items list from Pepper Hamilton.

05/13/2018 KW Gluck B110 0.20 $780.00 $156.00 Correspondence with Ryan Manns regarding action items list.




05/14/2018 S Costello B110 0.10 $360.00 $36.00 Load corrected transcript from May 9 hearing on FileSite.

05/14/2018 RE Manns B110 1.70 $720.00 $1,224.00 Confer with working group concerning strategy issues.

05/14/2018 RE Manns B110 0.40 $720.00 $288.00 Confer with working group concerning tasks and pleadings.

05/14/2018 KW Gluck B110 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding action items list.

05/15/2018 S Costello B110 4.60 $360.00 $1,656.00

Respond to multiple emails from S. Henry regarding local rules for preparing fee applications (.4); prepare and send calendar reminders to NRF team of upcoming deadlines and hearings (.2); multiple email to and from L. Boydston and R. Manns regarding preparation of the first monthly fee statement (.3); start preparing first monthly fee statement for March 2018 (3.5).; email to S. Palmer requesting copy of May 11, 2018 hearing transcript (.2).

05/15/2018 RE Manns B110 0.20 $720.00 $144.00 Multiple emails with transcriber regarding 5/11 hearing transcript.

05/16/2018 S Costello B110 5.90 $360.00 $2,124.00

Finish preparation of first monthly fee statement and forward to L. Boydston, R. Manns, S. Shah and K. Gluck (5.7); load May 11 hearing transcript on FileSite (.1); prepare and send to NRF team calendar reminders of upcoming hearings and deadlines (.1).

05/16/2018 RE Manns B110 0.40 $720.00 $288.00 Multiple emails with working group concerning discovery and strategy issues.

05/17/2018 RE Manns B110 0.40 $720.00 $288.00 Call with Cohn Reznick to discuss strategy issues.

05/17/2018 RE Manns B110 0.40 $720.00 $288.00

Call with Debtors' counsel concerning 5/22 hearings and Liberty Mutual lift stay motion.

05/18/2018 RE Manns B110 0.30 $720.00 $216.00 Call with Debtors' counsel concerning upcoming hearings.

05/20/2018 RE Manns B110 0.30 $720.00 $216.00 Multiple emails with working group concerning hearing strategy.

05/20/2018 KW Gluck B110 0.30 $780.00 $234.00 Review and revises objection to RSA motion.

05/21/2018 RE Manns B110 0.20 $720.00 $144.00 Attention to multiple versions of 5/22 hearing agenda.

05/22/2018 S Costello B110 2.40 $360.00 $864.00

Prepare Supplemental Certificate of Service and forward to R. Manns and S. Shah (.5); prepare and send email to NDTX ECF Help Desk requesting additional linking to the disclosure statement objection (.1); start preparing second monthly fee statement for April 2018 (1.8).

05/22/2018 RE Manns B110 0.90 $720.00 $648.00 Call with working group to discuss strategy issues.




05/23/2018 S Costello B110 3.20 $360.00 $1,152.00

Calculate and calendar deadline to file appellant designation of record (.4); email to R. Manns and S. Shah regarding status of filing supplemental certificate of service (.2); multiple conferences with R. Manns regarding status of March and April fee statements (.4); email to courtroom deputy requesting permission for K. Gluck to appear by telephone for the May 30 hearing (.2); electronically file with the court the committee's supplemental certificate of service (.4); attention to details regarding preparation needed for upcoming hearing (1.6).

05/24/2018 S Costello B110 4.30 $360.00 $1,548.00

Organize notebooks from last hearing for possible use in upcoming hearing (.6); work on April fee statement (.9); prepare and send calendar reminders to NRF team of upcoming events and deadlines (.6); telephone call to CourtCall to coordinate details for telephonic appearance for K. Gluck for May 30 hearing (.3); prepare and send email to NRF team regarding list of professionals that need permission to bring electronics into courtroom for May 30 hearing (.2); start preparation of notebooks for May 30 hearing (1.7).

05/24/2018 KW Gluck B110 0.10 $780.00 $78.00

Conferences and correspondence with Ryan Manns and S Shah regarding witness and exhibit list.

05/25/2018 S Costello B110 6.00 $360.00 $2,160.00

Prepare and send calendar reminder with dial-in instructions to NRF team and PH team (.3); emails to and from S. Shah and R. Manns regarding preparation needed for May 30 hearing (.4); multiple conferences with S. Shah regarding preparation for May 30 hearing (.5); prepare list of items needed for May 30 hearing (.9); start preparing the committee's exhibit notebooks for May 30 hearing (3.9).

05/29/2018 S Costello B110 12.30 $360.00 $4,428.00

Continue locating and assembling committee's exhibits for May 30 hearing (3.3); continue preparing hearing notebook for May 30 hearing (2.1); email to J. Bergreen requesting permission for professionals to bring electronic devices into the court room for the May 30 hearing (.2); start preparing notebooks containing OHI's exhibits for the May 30 hearing (3.2); start preparing notebook containing debtors exhibits for the May 30 hearing (1.4); start preparing notebooks containing previously admitted exhibits for use at the May 30 hearing (2.1).




05/29/2018 RE Manns B110 0.30 $720.00 $216.00

Review of NDA and emails with working group regarding provisions governing confidential documents in court proceedings.

05/29/2018 RE Manns B110 0.40 $720.00 $288.00 Multiple calls with counsel for Omega concerning 5/30 hearings.

05/30/2018 RE Manns B110 0.30 $720.00 $216.00 Confer with Debtors' counsel concerning scheduling for 6/7 hearing.

05/30/2018 S Costello B110 5.20 $360.00 $1,872.00

Finish preparing hearing notebooks for May 30 hearing (1.8); finish preparing notebooks containing previously admitted exhibits for use at May 30 hearing (1.6); pack notebooks in boxes and label for transport to the courthouse for May 30 hearing (.8); coordinate details for Special Delivery to courier boxes containing notebooks to the court for use at the May 30 hearing (.4); prepare and send calendar reminder of upcoming deadlines (.3); coordinate details for Special Delivery to pick up boxes of notebooks from the courtroom after the conclusion of the May 30 hearing (.3).

05/30/2018 KW Gluck B110 0.10 $780.00 $78.00 Conference with S Shah regarding amending witness and exhibit list.

05/31/2018 RE Manns B110 0.30 $720.00 $216.00

Multiple emails with Debtors' counsel and working group concerning 6/7 hearing date and matters set for hearing.

05/31/2018 RE Manns B110 0.30 $720.00 $216.00

Multiple emails with chambers and working group concerning 6/7 hearings and scheduling issues.

05/31/2018 S Costello B110 3.40 $360.00 $1,224.00

Prepare and send to NRF team calendar reminders of upcoming hearings and deadlines (.3); telephone call to CourtCall to coordinate details for R. Manns to appear by telephone for the May 31, hearing (.3); prepare and send to NRF team a calendar reminder containing dial-in instruction to listen to the May 31 hearing (.2); telephone call to CourtCall to coordinate details for F. Lawall to appear by telephone for the May 31 hearing (.3); prepare and send calendar reminder with dial in information for the May 31 hearing (.2); prepare Transcript Request Form and email signed form to the courtroom deputy for processing (.4); prepare and send calendar reminder for the June 7 hearing (.2); prepare first draft of witness and exhibit list for June 7 hearing and forward to S. Shah (.9); conference with R. Manns regarding preparation needed for June 7 hearing (.2); multiple




conferences with S. Shah regarding preparation for June 7 hearing (.4).

05/31/2018 RE Manns B110 0.20 $720.00 $144.00

Emails with working group and transcriber concerning 5/31 ruling transcript.

TOTAL: TASK CODE B110 71.60 $29,070.00

05/01/2018 RE Manns B140 0.30 $ 720.00 $216.00

Calls and emails with counsel for personal injury claimants concerning Debtors' motion to extend stay to non-debtors.

05/04/2018 RE Manns B140 0.40 $ 720.00 $288.00

Call with Matthias Kleinsasser concerning motion to extend stay to non-debtors.

05/04/2018 RE Manns B140 0.30 $ 720.00 $216.00

Attention to stipulation with Liberty Mutual (.2); emails with Debtors' counsel regarding status of negotiations (.1).

05/14/2018 RE Manns B140 0.20 $ 720.00 $144.00 Emails with Debtors' counsel concerning Liberty Mutual lift stay issues.

05/15/2018 RE Manns B140 0.30 $ 720.00 $216.00

Review response in opposition to extend automatic stay to non-debtors filed by tort claimants (.2); emails with working group concerning same (.1).

05/19/2018 RE Manns B140 0.40 $ 720.00 $288.00

Review Debtors' reply to Tort Claimants opposition to motion to extend stay to non-debtors.

05/22/2018 RE Manns B140 0.40 $ 720.00 $288.00

Review modified form of orders for extending stay against non-debtors, Liberty Mutual lift stay order and bar date order.

TOTAL: TASK CODE B140 2.30 $1,656.00

05/03/2018 RE Manns B150 1.30 $720.00 $936.00 Attend and participate in Committee call.

05/03/2018 S Shah B150 1.40 $370.00 $518.00 Committee call regarding omnibus response and strategy for hearing.

05/03/2018 L Boydston B150 1.30 $650.00 $845.00 Attend Committee Call.

05/04/2018 RE Manns B150 0.30 $720.00 $216.00

Call with Mike McConnell, counsel for certain personal injury claimants, concerning latest case developments.

05/06/2018 RE Manns B150 0.20 $720.00 $144.00

Emails with Committee members concerning hearings schedule and court logistics for upcoming week.

05/07/2018 RE Manns B150 0.30 $720.00 $216.00

Multiple emails with counsel for committee members concerning logistics for 5/8-5/11 hearings.

05/08/2018 S Shah B150 1.90 $370.00 $703.00 Participate in Debtors' 341 meeting.

05/09/2018 RE Manns B150 2.30 $720.00 $1,656.00 Working group meetings and client conferences in connection with trial.

05/10/2018 RE Manns B150 1.50 $720.00 $1,080.00 Conference call with Committee members.

05/10/2018 RE Manns B150 0.50 $720.00 $360.00

Conference call with Committee members to discuss term sheet developments.

05/10/2018 L Boydston B150 1.00 $650.00 $650.00 Committee call to discuss last night's




settlement offer and how to respond.

05/15/2018 RE Manns B150 1.50 $720.00 $1,080.00 Attend and participate in weekly call with Committee members.

05/15/2018 S Shah B150 1.80 $370.00 $666.00

Weekly committee call with members of Committee, Pepper Hamilton, Cohn Reznick and NRF working group.

05/15/2018 KW Gluck B150 1.50 $780.00 $1,170.00 Participate in committee call.

05/18/2018 RE Manns B150 0.40 $720.00 $288.00

Multiple emails with Committee and working group regarding notice of appeal.

05/21/2018 RE Manns B150 0.40 $720.00 $288.00 Multiple emails with Committee members concerning objection to RSA.

05/25/2018 RE Manns B150 0.50 $720.00 $360.00 Attend Committee call.

TOTAL: TASK CODE B150 18.10 $11,176.00

05/07/2018 RE Manns B155 0.20 $720.00 $144.00 Attention to deposition notice of Cliff Zucker.

05/25/2018 RE Manns B155 0.20 $720.00 $144.00

Confer with Debtors’ counsel concerning 2004 motion for certificate of conference purposes.

05/25/2018 RE Manns B155 2.10 $720.00 $1,512.00 Review and revise 2004 motion and motion to compel.

05/25/2018 KW Gluck B155 0.40 $780.00 $312.00 Review and comment on draft 2004 exam and revisions to same.

TOTAL: TASK CODE B155 2.90 $2,112.00

05/04/2018 RE Manns B160 0.20 $720.00 $144.00

Revise NRF certificate of no objection to fees statement and emails with working group regarding same.

05/10/2018 L Boydston B160 1.90 $650.00 $1,235.00 Prepare fee statement for March.

05/14/2018 L Boydston B160 2.40 $650.00 $1,560.00 Work on fee apps.

05/15/2018 L Boydston B160 1.30 $650.00 $845.00 Work on 1st fee application.

05/15/2018 S Shah B160 0.10 $370.00 $37.00 Confer with K. Gluck regarding NRF monthly/interim fee application.

05/22/2018 L Boydston B160 1.20 $650.00 $780.00 Work on first fee application.

05/23/2018 L Boydston B160 2.40 $650.00 $1,560.00 Work on April fee application.

05/24/2018 L Boydston B160 2.30 $650.00 $1,495.00 Work on April fee application.

TOTAL: TASK CODE B160 11.80 $7,656.00

05/02/2018 L Boydston B190 0.40 $650.00 $260.00 Investigate service of RSA issue in connection with objection and related communications with NRF working group regarding same.

05/02/2018 RE Manns B190 0.70 $720.00 $504.00

Emails with working group regarding RSA service issues (.3); attention to RSA case law authority (.4).

05/02/2018 S Shah B190 3.40 $370.00 $1,258.00 Analyze service issues regarding RSA.

05/03/2018 S Shah B190 0.40 $370.00 $148.00

Confer with K. Gluck and R. Manns regarding issues to research for omnibus response.




05/04/2018 RE Manns B190 0.80 $720.00 $576.00

Attention to Texas and Fifth Circuit precedent associated with influence of major stakeholders in chapter 11 cases.

05/04/2018 S Shah B190 3.70 $370.00 $1,369.00 Research issues regarding Restructuring Support Agreement.

05/05/2018 RE Manns B190 0.80 $720.00 $576.00 Analyze and comment on supplemental objection.

05/06/2018 S Shah B190 1.90 $370.00 $703.00 Prepare Motion to Seal.

05/07/2018 RE Manns B190 0.30 $720.00 $216.00 Review Debtors' reply to Committee response.

05/07/2018 RE Manns B190 0.80 $720.00 $576.00 Review and revise motion to file documents under seal.

05/07/2018 RE Manns B190 2.30 $720.00 $1,656.00

Final review of response and supplemental objections in advance of filing (1.9); multiple emails with working group concerning same (.4).

05/07/2018 KW Gluck B190 1.60 $780.00 $1,248.00

Conference with Ryan Manns regarding strategy for hearings (.2); review and analyze issues regarding RSA objection, including initial preparation for objection to RSA motion (1.2); conference with S Shah regarding RSA objection (.1); review reply filed by debtors to committee omnibus objection (.1).

05/08/2018 KW Gluck B190 4.70 $780.00 $3,666.00

Review and analyze issues regarding RSA objection (4.5); correspondence with S Shah regarding response to RSA motion (.2).

05/09/2018 KW Gluck B190 5.50 $780.00 $4,290.00

Review and analyze issues regarding RSA objection, including drafting of response to motion.

05/10/2018 KW Gluck B190 1.10 $780.00 $858.00 Review and analyze issues regarding RSA objection.

05/12/2018 KW Gluck B190 0.70 $780.00 $546.00

Correspondence and conference with Ryan Manns and S Shah regarding RSA motion and lender liability claim.

05/14/2018 RE Manns B190 0.20 $720.00 $144.00 Review draft revised 9019, DIP, and Bid procedures orders.

05/14/2018 S Shah B190 0.60 $370.00 $222.00

Confer with K. Gluck and R. Manns regarding next steps on Objection to RSA and memo regarding separate classification of creditors.

05/14/2018 S Shah B190 0.40 $370.00 $148.00 Confer with K. Gluck regarding arguments for objection to RSA.

05/14/2018 KW Gluck B190 0.70 $780.00 $546.00 Conferences with S Shah regarding RSA.

05/16/2018 RE Manns B190 0.40 $720.00 $288.00 Emails with working group concerning 5th circuit standing authority.

05/16/2018 S Shah B190 0.20 $370.00 $74.00 Prepare Motion for Standing. 05/16/2018 S Shah B190 1.20 $370.00 $444.00 Prepare objection to RSA.

05/17/2018 RE Manns B190 1.20 $720.00 $864.00

Attention to Fifth Circuit law on RSAs and confer with working group with respect to same.

05/17/2018 KW Gluck B190 0.90 $780.00 $702.00

Conferences and correspondence with Ryan Manns and S Shah regarding RSA and appeal of 9019 order (.6); revise draft objection to RSA motion (.3).




05/17/2018 S Shah B190 2.20 $370.00 $814.00 Confer with K. Gluck and R. Manns regarding Objection to RSA.

05/17/2018 S Shah B190 3.60 $370.00 $1,332.00 Prepare Objection to Assumption of RSA.

05/18/2018 RE Manns B190 4.90 $720.00 $3,528.00 Revise objection to RSA. 05/18/2018 S Shah B190 0.50 $370.00 $185.00 Revise objection to RSA.

05/19/2018 RE Manns B190 0.60 $720.00 $432.00

Analysis of RSA case law authority and emails with working group regarding same.

05/19/2018 KW Gluck B190 0.20 $780.00 $156.00

Correspondence with Ryan Manns and Fran Lawal regarding draft objection to RSA motion.

05/21/2018 S Costello B190 0.70 $360.00 $252.00

Electronically file with the court the committee's second supplemental declaration of F. Lawall regarding application to employ Pepper Hamilton (.4); email electronically filed Declaration to Pepper Hamilton (.1); load electronically filed Declaration on FileSite (.2).

05/21/2018 KW Gluck B190 1.60 $780.00 $1,248.00

Conference and correspondence with Ryan Manns regarding RSA objection (.5); review and revise objection to RSA motion (1.1).

05/21/2018 RE Manns B190 4.20 $720.00 $3,024.00 Revise objection to RSA. 05/21/2018 L Boydston B190 0.80 $650.00 $520.00 Review and revise objection to RSA.

05/22/2018 RE Manns B190 3.60 $720.00 $2,592.00 Review and revise objection to motion to assume RSA.

05/22/2018 S Shah B190 1.10 $370.00 $407.00

Strategy call with PH and NRF regarding objection to RSA (.8); confer with NRF working group regarding objection to RSA (.3).

05/22/2018 KW Gluck B190 0.70 $780.00 $546.00

Conference with Ryan Manns and Pepper team regarding RSA objection (.5); conference with Ryan Manns and S Shah regarding RSA objection (.2).

05/22/2018 KW Gluck B190 2.30 $780.00 $1,794.00

Conference with Ryan Manns and Joanna Cline regarding RSA objection (.6); review and revise objection to RSA motion (1.5); correspondence with Ryan Manns regarding RSA objection (.2).

05/23/2018 RE Manns B190 4.20 $720.00 $3,024.00 Further revisions to objection to RSA.

05/23/2018 KW Gluck B190 2.70 $780.00 $2,106.00

Conferences with Ryan Manns regarding RSA objection (.5); correspondence with S Shah regarding objection to RSA (.2); correspondence with Joanna Cline and Fran Lawal regarding RSA objection (.2); review and revise objection to RSA motion (1.7); correspondence with Fran Lawal regarding objection to RSA (.1).

05/23/2018 S Shah B190 3.20 $370.00 $1,184.00 Confer with NRF and PH working group and revise objection to RSA accordingly.

05/25/2018 RE Manns B190 0.20 $720.00 $144.00 Review and revise motion for expedited setting.

05/27/2018 KW Gluck B190 0.10 $780.00 $78.00 Review correspondence from Joanna Cline regarding draft complaint against




Omega.

05/28/2018 RE Manns B190 0.40 $720.00 $288.00 Review Debtors' reply to Committee's objection to motion to assume RSA.

05/28/2018 RE Manns B190 0.30 $720.00 $216.00

Review Debtors’ response to motion to compel and motion for an expedited setting.

05/29/2018 RE Manns B190 0.60 $720.00 $432.00

Further review of Debtors' reply to Committee's objection to motion to assume RSA.

05/29/2018 RE Manns B190 1.90 $720.00 $1,368.00 Review and comment on motion for standing.

05/29/2018 RE Manns B190 0.70 $720.00 $504.00 Review and analyze Blalock declaration in support of motion to assume RSA.

05/29/2018 S Shah B190 1.00 $370.00 $370.00 Revise and file Motion for Standing and Complaint.

05/29/2018 S Shah B190 1.50 $370.00 $555.00

Research 5th Circuit case law regarding Motion for Standing (1.2); confer with E. Herington regarding same (.3).

05/29/2018 KW Gluck B190 1.60 $780.00 $1,248.00

Conferences and correspondence with Ryan Manns regarding reply for motion to compel, revised complaint for standing motion, standing motion, and committee letter for disclosure statement.

05/30/2018 S Shah B190 0.20 $370.00 $74.00

Confer with M. McLaughlin and R. Manns regarding Notice of Hearing on Motion for Standing.

05/31/2018 RE Manns B190 0.30 $720.00 $216.00 Revise motion for an expedited setting on standing motion.

05/31/2018 S Shah B190 0.10 $370.00 $37.00 Confer with chambers regarding motion to expedite motion for standing.

05/31/2018 S Shah B190 0.50 $370.00 $185.00 Prepare and revise Motion to Expedite Motion for Standing.

05/31/2018 S Shah B190 0.50 $370.00 $185.00 Prepare notice of hearing for Motion to Compel and Motion for Standing.

TOTAL: TASK CODE B190 81.90 $50,926.00

05/01/2018 RE Manns B255 0.80 $720.00 $576.00 Analysis of Houlihan slide deck presentation.


05/29/2018 RE Manns B320 2.40 $720.00 $1,728.00 Analyze Debtors' amended Disclosure Statement.

05/30/2018 RE Manns B320 1.00 $720.00 $720.00

Multiple revisions to Committee letter for insertion into Disclosure Statement (.7); multiple emails with Debtors' counsel and Omega's counsel with respect to same (.3).

05/30/2018 KW Gluck B320 0.80 $780.00 $624.00

Conferences and correspondence with Ryan Manns regarding hearing issues, revised committee letter, potential mediators, committee letter.

05/30/2018 KW Gluck B320 0.20 $780.00 $156.00 Review and revise committee letter for disclosure statement.

05/31/2018 RE Manns B320 0.20 $720.00 $144.00

Attention to redline of Disclosure Statement and order granting motion to assume the RSA circulated by Debtors.




TOTAL: TASK CODE B320 4.60 $3,372.00

05/15/2018 S Shah B325 0.70 $370.00 $259.00 Research authority for separate classification of creditors in Fifth Circuit.

05/15/2018 KW Gluck B325 1.90 $780.00 $1,482.00

Review and analyze issues regarding RSA and separate classification for plan (1.7); conference with S Shah regarding separate classification issue (.2).

05/17/2018 S Shah B325 0.70 $370.00 $259.00 Update objection to disclosure statement.

05/22/2018 RE Manns B325 1.50 $720.00 $1,080.00

Review Fifth Circuit authority and revise objection to objection to Disclosure Statement.

05/22/2018 L Boydston B325 1.70 $650.00 $1,105.00 Review and revise objection to disclosure statement.

05/22/2018 S Shah B325 1.00 $370.00 $370.00 Research 5th circuit case law regarding per plan v. per debtor.

05/22/2018 S Shah B325 0.90 $370.00 $333.00 Revise Objection to Disclosure Statement and file.

05/22/2018 KW Gluck B325 1.70 $780.00 $1,326.00

Review and revise disclosure statement objection, including conference with S Shah (.5); review and analyze issues regarding per plan or per debtor research (1.0); conference with Ryan Manns regarding disclosure statement objection (.2).

05/25/2018 KW Gluck B325 0.60 $780.00 $468.00

Conferences and correspondence with Ryan Manns regarding disclosure statement objection and proposed resolution of same, 2004 exam, and draft complaint issues.

05/28/2018 RE Manns B325 0.40 $720.00 $288.00 Review Debtors' response to Disclosure Statement objection.

05/29/2018 RE Manns B325 0.80 $720.00 $576.00 Review and revise Committee letter for inclusion in the Disclosure Statement.

05/29/2018 KW Gluck B325 0.40 $780.00 $312.00

Correspondence and conference with S Shah regarding committee letter (.1); review and revise committee letter for disclosure statement (.3).

05/30/2018 S Shah B325 5.00 $370.00 $1,850.00

Strategize and prepare for hearing on Disclosure Statement and Assumption of RSA with J. Cline, D. Detweiler, F. Lawall, and R. Manns.

TOTAL: TASK CODE B325 17.30 $9,708.00

05/01/2018 S Shah L160 0.40 $370.00 $148.00

Confer with K. Gluck regarding results of settlement meeting and strategy for upcoming hearings.

05/03/2018 RE Manns L160 2.30 $720.00 $1,656.00 Return travel to Dallas (4.6 billed at half time per local rules).

05/09/2018 LR Strubeck L160 0.90 $975.00 $877.50

Telephone conference with Mr. Califano regarding settlement impediment and related litigation issues (.3); reviewed settlement proposals and notes regarding same (.4); follow up call with Mr. Manns (.2).




05/09/2018 S Shah L160 4.20 $370.00 $1,554.00

Strategize for prospective offer, consider counteroffer options, and strategy for negotiations with Pepper Hamilton, Committee members, and Cohn Reznick.

05/09/2018 KW Gluck L160 0.50 $780.00 $390.00 Conference with Ryan Manns regarding debtor term sheet and settlement issues.

05/10/2018 RE Manns L160 1.50 $720.00 $1,080.00

Meeting with Omega representatives to discuss status of case and settlement parameters.

05/10/2018 RE Manns L160 1.60 $720.00 $1,152.00

Multiple revisions to settlement term sheet (1.1); review and analysis of Debtors' term sheets and emails associated with same (.5).

05/10/2018 RE Manns L160 0.30 $720.00 $216.00 Multiple emails with working group concerning terms sheets.

05/10/2018 S Shah L160 1.50 $370.00 $555.00 Two committee calls regarding term sheet offers from debtors.

05/10/2018 S Shah L160 1.10 $370.00 $407.00 Call with HCSG and counsel regarding strategy to prepare counteroffer.

05/10/2018 KW Gluck L160 1.40 $780.00 $1,092.00

Review revisions to settlement term sheet (.1); review revised term sheet from debtors (.1); conference with Ryan Manns regarding same, settlement discussions, strategy, hearing issues, etc. (1.1); review Omega response to committee counter (.1).

TOTAL: TASK CODE L160 15.70 $9,127.50

05/02/2018 RE Manns L310 0.30 $720.00 $216.00 Multiple emails with working group concerning privilege log issues.

05/05/2018 RE Manns L310 0.40 $720.00 $288.00 Analyze Debtors' privilege log.

05/07/2018 RE Manns L310 0.20 $720.00 $144.00

Attention to Plan Sponsor's written objections to Committee discovery requests.

05/15/2018 RE Manns L310 0.20 $720.00 $144.00

Emails with working group concerning communications with Debtors concerning privilege issues and production.

05/16/2018 RE Manns L310 0.40 $720.00 $288.00

Review and comment on Omega NDA (.3); emails with working group regarding same (.1).

05/16/2018 S Shah L310 0.50 $370.00 $185.00

Research local rules regarding motion to compel production and prepare motion to compel.

05/16/2018 S Shah L310 0.50 $370.00 $185.00

Confer with Pepper Hamilton and NRF working group regarding discovery produced and discovery needed.

05/25/2018 RE Manns L310 0.20 $720.00 $144.00

Multiple emails with working group concerning Omega discovery issues and scheduling issues associated with confirmation.

05/25/2018 S Shah L310 4.50 $370.00 $1,665.00

Review, revise, and file motion to compel (3.6); prepare and file motion to expedite (.9).

05/25/2018 L Boydston L310 1.30 $650.00 $845.00 Review and revise Motion to Compel.




05/29/2018 RE Manns L310 0.20 $720.00 $144.00 Review Califano declaration in support of opposition to motion to compel.

05/29/2018 RE Manns L310 1.70 $720.00 $1,224.00 Revise reply to Debtors' objection to motion to compel.

05/29/2018 S Shah L310 3.80 $370.00 $1,406.00 Prepare Reply in Support of Motion to Expedite Motion to Compel.

05/31/2018 RE Manns L310 1.50 $720.00 $1,080.00 Revise draft reply to opposition to motion to compel.

05/31/2018 S Shah L310 1.80 $370.00 $666.00 Revise Reply in Support of Motion to Compel.

TOTAL: TASK CODE L310 17.50 $8,624.00

05/04/2018 RE Manns L440 0.70 $720.00 $504.00

Review and comment on draft witness and exhibit list (.5); multiple emails with working group regarding same (.2).

05/04/2018 RE Manns L440 0.30 $720.00 $216.00

Call with Clifford Zucker of Cohn Reznick to discuss 5/8 hearing preparation.

05/04/2018 RE Manns L440 0.50 $720.00 $360.00

Multiple emails with working group concerning exhibit issues (.3); review of Federal Rules of Evidence (.2).

05/04/2018 S Shah L440 2.10 $370.00 $777.00 Prepare Witness and Exhibit list.

05/04/2018 S Shah L440 2.20 $370.00 $814.00 Prepare for hearing on Tuesday (gathering and printing documents).

05/05/2018 RE Manns L440 0.80 $720.00 $576.00

Multiple emails with working group concerning witness and exhibit list and demonstratives (.6); review draft demonstratives (.2).

05/05/2018 S Shah L440 1.40 $370.00 $518.00 Revise witness and exhibits pursuant to J. Cline's gathered documents.

05/06/2018 RE Manns L440 2.10 $720.00 $1,512.00 Further revisions to draft response and supplemental objection.

05/06/2018 RE Manns L440 0.60 $720.00 $432.00

Further review and revisions to amended witness and exhibit list and emails with working group concerning same.

05/06/2018 RE Manns L440 0.50 $720.00 $360.00 Attention to Robichaux examination preparation.

05/06/2018 KW Gluck L440 1.00 $780.00 $780.00

Correspondence with Ryan Manns regarding preparing response to RSA motion (.1); conference and correspondence with S Shah regarding exhibits for hearings (.2); correspondence with S Shah and Ryan Manns regarding motion to file exhibits under seal (.2); review draft supplemental response for hearing (.5).

05/06/2018 S Shah L440 5.90 $370.00 $2,183.00

Revise Witness and exhibits list (2); gather and prepare exhibits for exchange with Debtors' counsel (3.9).

05/07/2018 RE Manns L440 0.50 $720.00 $360.00

Multiple emails with working group concerning supplemental exhibits (.3); and review of second amended exhibit list (.2).

05/07/2018 RE Manns L440 0.90 $720.00 $648.00 Attention to Robichaux testimony and examination outline.

05/07/2018 RE Manns L440 0.20 $720.00 $144.00 Call with Lupe Rojas of Bryan Cave




regarding Committee exhibits and emails regarding same.

05/07/2018 S Costello L440 13.10 $360.00 $4,716.00

Continue preparing six sets of the committee's exhibits (6.7); lock excel spreadsheets designated as the committee's exhibits and load on DocShare (.5); update debtors exhibit notebook to include exhibits designated in the third amended exhibit list (2.1); finalize six sets of the committee's exhibit notebooks and add labels (1.8); update hearing notebook for the May 8 hearing (2.0).

05/07/2018 S Shah L440 8.10 $370.00 $2,997.00

Prepare Second Amended Witness and Exhibit list (.6); review and revise Committee Omnibus Response (3.8); prepare and file Motion to File Under Seal (1.7); confer with Chambers regarding preferred method for documents under seal (.3); prepare exhibits to produce to opposing counsel (1.7).

05/08/2018 RE Manns L440 3.50 $720.00 $2,520.00 Prepare for 5/9 hearings with working group.

05/08/2018 RE Manns L440 4.50 $720.00 $3,240.00 Prepare with working group for 5/8 contested hearings.

05/08/2018 S Costello L440 5.40 $360.00 $1,944.00

Finalize hearing notebooks (1.9); print and tab case law for notebook (.7); print multiple documents requested by J. Cline for use at the hearing (.6); organize boxes of documents for use at hearing (.7); assist with other preparations needed for May 8 hearing (1.0); respond to email from Lupe Rojas at Bryan Cave regarding committee's exhibits (.2); prepare transcript request form for May 8 hearing and forward to the court for processing (.3).

05/08/2018 S Shah L440 2.20 $370.00 $814.00 Prepare for today’s hearing.

05/08/2018 S Shah L440 1.00 $370.00 $370.00 Continue preparing for hearing.

05/08/2018 S Shah L440 4.00 $370.00 $1,480.00 Prepare and strategize for continued cross testimony and hearing.

05/10/2018 RE Manns L440 4.50 $720.00 $3,240.00 Prepare for trial with working group.

05/10/2018 S Shah L440 2.40 $370.00 $888.00 Prepare closing argument, prepare cross for V. Gupta.

05/10/2018 S Shah L440 9.80 $370.00 $3,626.00

All day meetings with NRF and PH working groups regarding strategy for negotiations and continued hearing.

05/11/2018 RE Manns L440 0.30 $720.00 $216.00 Multiple emails with working group regarding closing demonstratives.

05/11/2018 RE Manns L440 0.30 $720.00 $216.00

Multiple emails with counsel for HSG regarding certain cases associated with closing arguments.

05/24/2018 S Shah L440 1.50 $370.00 $555.00 Prepare witness and exhibit list for 5.30.2018 and gather exhibits.

05/24/2018 RE Manns L440 0.50 $720.00 $360.00 Multiple emails with working group concerning draft witness and exhibit list




(.3); revise draft witness and exhibit list (.2).

05/25/2018 RE Manns L440 0.30 $720.00 $216.00 Attention to Omega's witness and exhibit list for 5/30 hearings.

05/25/2018 RE Manns L440 0.20 $720.00 $144.00 Revisions to 5/30 witness and exhibit list.

05/25/2018 RE Manns L440 0.90 $720.00 $648.00 Conference call with working group regarding preparation for 5/30 hearings.

05/25/2018 S Shah L440 0.40 $370.00 $148.00 Prepare witness and exhibit list and gather exhibits.

05/26/2018 RE Manns L440 0.30 $720.00 $216.00

Emails with working group concerning preparation for 5/30 hearing and witness and exhibit list.

05/26/2018 S Costello L440 5.80 $360.00 $2,088.00 Continue preparing the committee's exhibit notebooks for May 30 hearing.

05/27/2018 RE Manns L440 0.40 $720.00 $288.00

Multiple emails with working group in connection with filing witness and exhibit list.

05/27/2018 S Costello L440 7.80 $360.00 $2,808.00

Continue preparing the committee's exhibit notebooks for May 30 hearing (4.6); start preparing hearing notebook for May 30 hearing (3.2).

05/27/2018 S Shah L440 0.40 $370.00 $148.00

Revise witness and exhibit list (.3); advise Debtors' counsel regarding exhibits requested and ensure their access to docshare (.1).

05/28/2018 RE Manns L440 1.00 $720.00 $720.00 Working group call to prepare for 5/30 hearings.

05/29/2018 S Shah L440 1.60 $370.00 $592.00

Confer with S. Costello regarding materials and exhibits for hearing (.4); coordinate and prepare exhibits and other supporting materials for hearing (1.2).

05/30/2018 RE Manns L440 4.50 $720.00 $3,240.00 Meetings with working group in preparation for 5/30 hearings.

TOTAL: TASK CODE L440 104.10 $48,622.00

05/08/2018 RE Manns L450 5.00 $720.00 $3,600.00 Attend and appear in trial.

05/08/2018 S Shah L450 4.80 $370.00 $1,776.00 Attend and participate in hearing.

05/09/2018 RE Manns L450 8.50 $720.00 $6,120.00 Attend and appear in trial.

05/09/2018 S Shah L450 8.40 $370.00 $3,108.00

Attend and participate in hearing: testimony of T. Blalock, V. Gupta, and A. Turnbull.

05/11/2018 RE Manns L450 5.00 $720.00 $3,600.00 Prepare for, attend and appear at morning hearings.

05/11/2018 RE Manns L450 0.60 $720.00 $432.00 Attend and appear at 5/11 ruling.

05/11/2018 S Shah L450 7.10 $370.00 $2,627.00 Attend and participate in Hearing and Judge's ruling.

05/11/2018 KW Gluck L450 3.70 $780.00 $2,886.00 Attend hearing by telephone.

05/22/2018 RE Manns L450 1.00 $720.00 $720.00 Attend and appear at 5/22 omnibus hearings.

05/30/2018 RE Manns L450 2.50 $720.00 $1,800.00 Attend and appear at 5/30 hearings.

05/30/2018 S Shah L450 3.00 $370.00 $1,110.00 Participate in hearing regarding Motion for Assumption of RSA and Disclosure




Statement.

05/30/2018 KW Gluck L450 1.80 $780.00 $1,404.00 Attend hearing by telephone.

05/31/2018 RE Manns L450 0.30 $720.00 $216.00

Attend and appear at telephonic ruling on Disclosure Statement and motion to assume RSA.

05/31/2018 KW Gluck L450 0.20 $780.00 $156.00 Appear at hearing by telephone for court ruling.

TOTAL: TASK CODE L450 51.90 $29,555.00

05/14/2018 KW Gluck L510 1.60 $780.00 $1,248.00

Conference with Ryan Manns regarding potential appeal (.1); conference with Ryan Manns, Don Detweiler and Fran Lawal regarding appeal strategy (1.4); correspondence with Ryan Manns regarding direct appeal to 5th Circuit (.1).

05/15/2018 S Shah L510 0.40 $370.00 $148.00 Research 9019 order status as final or interlocutory order.

05/15/2018 KW Gluck L510 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding appeal and objection to RSA.

05/16/2018 RE Manns L510 0.40 $720.00 $288.00 Analysis of District Court and Fifth Circuit appeal requirements.

05/16/2018 KW Gluck L510 1.10 $780.00 $858.00

Conference and correspondence with Ryan Manns and S Shah regarding RSA and appeal of 9019 order.

05/16/2018 S Shah L510 1.30 $370.00 $481.00 Confer with K. Gluck and R. Manns regarding appeal and objection.

05/16/2018 S Shah L510 1.00 $370.00 $370.00 Research interlocutory v. final orders and the process to appeal.

05/17/2018 RE Manns L510 0.30 $720.00 $216.00 Review and revise draft notice of appeal.

05/17/2018 RE Manns L510 0.70 $720.00 $504.00 Analysis of appeal issues.

05/17/2018 S Shah L510 0.80 $370.00 $296.00 Prepare Notice of appeal.

05/18/2018 RE Manns L510 0.30 $720.00 $216.00

Multiple emails with working group concerning appellate protocol and briefing schedule.

05/18/2018 L Boydston L510 0.60 $650.00 $390.00 Work with S. Shah on appeal issues.

05/18/2018 KW Gluck L510 0.20 $780.00 $156.00

Correspondence with Ryan Manns regarding research on finality of 9019 order (.1); correspondence with S Shah regarding appeal timeline (.1).

05/18/2018 S Shah L510 1.70 $370.00 $629.00

Revise Notice of Appeal and research procedure for expedited briefing and designations.

05/22/2018 RE Manns L510 0.40 $720.00 $288.00

Review Federal Rules of Bankruptcy Procedure in connection with upcoming appellate deadlines.

05/22/2018 S Shah L510 0.80 $370.00 $296.00

Confer with NRF working regarding service of notice of appeal (.3); serve notice of appeal on all related parties (.5).

05/22/2018 S Costello L510 1.70 $360.00 $612.00

Coordinate details for service of Notice of Appeal on interested parties via Federal Express.




05/22/2018 KW Gluck L510 0.80 $780.00 $624.00 Conferences and correspondence with Ryan Manns regarding appeal.

05/24/2018 S Shah L510 1.20 $370.00 $444.00 Prepare designations of record and issues of appeal.

05/29/2018 KW Gluck L510 0.10 $780.00 $78.00 Conference with S Shah regarding appeal.

05/30/2018 S Shah L510 1.50 $370.00 $555.00 Prepare Designations for Appeal.

05/31/2018 RE Manns L510 1.10 $720.00 $792.00 Review and comment on appeal designations and statement of issues.

05/31/2018 S Shah L510 0.10 $370.00 $37.00 Confer with K. Gluck regarding designations and issues for appeal.

05/31/2018 S Shah L510 2.70 $370.00 $999.00 Prepare and revise designations in accordance with court preference.

05/31/2018 KW Gluck L510 0.40 $780.00 $312.00

Correspondence and conferences with S Shah regarding designations and issues on appeal and notice of hearing for motion to expedite.

05/31/2018 KW Gluck L510 0.10 $780.00 $78.00 Conference with Ryan Manns regarding designations and issues on appeal.

TOTAL: TASK CODE L510 21.40 $10,993.00

TOTAL HOURS 422.20 $223,173.50



EXHIBIT E

Time Detail


06/01/2018 RE Manns B110 0.40 720.00 288.00 Attention to multiple emails concerning proposed mediators and scheduling issues.

06/01/2018 RE Manns B110 0.40 720.00 288.00 Confer with working group and case professionals concerning scheduling issues associated with 6/7 and 6/15 hearings.

06/01/2018 RE Manns B110 0.30 720.00 216.00 Multiple emails with chambers with working group concerning scheduling issues on standing motion.

06/01/2018 S Costello B110 5.20 360.00 1,872.00 Continue compiling list of admitted exhibits and updating notebook containing admitted exhibits from all hearings held (3.9); electronically file with the court Notice of Hearing on Motion to Compel, save to FileSite and forward efiled pdf to R. Manns (.4); electronically file with the court Notice of Hearing on Motion for Standing, save to FileSite and forward efiled pdf to R. Manns (.4); electronically file with the court the committee's designation of record on appeal and statement of issues on appeal (.5).

06/04/2018 S Costello B110 4.40 360.00 1,584.00 Email to K. Rehling requesting copy of the may 30 hearing transcript (.2); telephone call to NDTX ECF Help Desk regarding duplicate disclosure statement orders entered (.2); prepare and send multiple calendar reminders related to confirmation (.5); start locating and printing debtors exhibits for the June 7 hearing (2.6); start printing committee's exhibits for the June 7 hearing (.9).

06/05/2018 RE Manns B110 0.20 720.00 144.00 Call with Fran Lawall regarding 6/7 hearings and next steps.

06/05/2018 RE Manns B110 0.30 720.00 216.00 Calls and emails with Debtors’ counsel regarding 6/15 hearing date.

06/05/2018 S Shah B110 0.10 370.00 37.00 Confer with R. Manns regarding task items: committee letter and scheduling hearing.

06/05/2018 S Shah B110 0.10 370.00 37.00 Confer with K. Gluck regarding reply in support of motion to amend and objection to motion to amend.

06/05/2018 S Costello B110 6.50 360.00 2,340.00 Finish preparing notebook containing debtor's exhibits for June 7 hearing (1.6); start preparing six sets of the committee's exhibits for June 7 hearing (4.3); email to J. Bergreen requesting permission for K. Gluck to appear by telephone for the June 7 hearing (.2); telephone call to CourtCall to coordinate details for K.




Gluck to appear by telephone for the June 7 hearing (.2); prepare and send calendar invitation with dial in instructions for listening to the June 7 hearing (.2).

06/06/2018 S Costello B110 7.40 360.00 2,664.00 Finish preparing six sets of the committee's exhibit notebooks for the June 7 hearing (2.9); prepare hearing notebook for June 7 hearing (2.9); prepare amended notice of hearing for the June 15 hearing (.4); prepare and label notebooks (1.1); pack boxes for transmittal of notebooks to the courtroom for the June 7 hearing (.7).

06/07/2018 RE Manns B110 0.60 720.00 432.00 Calls with working group concerning hearing preparation and latest case developments.

06/07/2018 RE Manns B110 0.30 720.00 216.00 Multiple emails with working group following 6/7 hearings to discuss Judge Hale's ruling.

06/07/2018 RE Manns B110 0.20 720.00 144.00 Analyze agenda and amended notice of agenda for 6/7 hearings.

06/07/2018 S Shah B110 0.20 370.00 74.00 Confer with PH and NRF regarding recent developments from Omega.

06/07/2018 S Costello B110 4.10 360.00 1,476.00 Update hearing notebooks for June 7 hearing to include recently filed pleadings (1.4); email to C. Rojas forwarding committee exhibits 22 through 26 (.2); prepare and send to NRF team calendar invite for amended time of June 15 hearing (.2); assist with last minute preparations for June 7 hearing (2.3).

06/08/2018 RE Manns B110 0.40 720.00 288.00 Call with Debtors' counsel concerning 6/7 hearing rulings and mediation preparation.

06/08/2018 RE Manns B110 0.40 720.00 288.00 Analyze redline of form OTA and emails associated with same.

06/08/2018 S Shah B110 0.20 370.00 74.00 Confer with R. Manns regarding next steps.

06/08/2018 S Costello B110 1.10 360.00 396.00 Prepare request for transcript of June 7 hearing (.3); prepare first draft of Witness and Exhibit List for June 15 hearing (.8).

06/11/2018 RE Manns B110 0.50 720.00 360.00 Review 6/7 hearing transcript.

06/11/2018 S Shah B110 0.40 370.00 148.00 Confer with R. Manns and K. Gluck regarding task items.

06/11/2018 S Shah B110 0.10 370.00 37.00 Confer with S. Costello regarding task items.

06/11/2018 S Shah B110 0.80 370.00 296.00 Participate in conference call with PH and NRF to prepare for hearing on Motion for Standing.

06/11/2018 S Costello B110 8.90 360.00 3,204.00 Multiple email to and from S. Shah regarding professionals needing permission to bring electronics into the




courtroom for the June 15 hearing (.2); email to K. Gluck regarding availability to dial in for June 15 hearing (.1); email to J. Bergreen requesting permission for PH team to bring electronics into the courtroom for the June 15 hearing (.2); prepare and send to NRF team a calendar reminder of new start time for the June 27 hearing (.2); continue assembling exhibits admitted during the may 8, may 9 and may 11 hearings (2.4); locate electronic versions of admitted exhibits for use in transmitting to the court as part of the appellate record (4.6); load June 7 hearing transcript on FileSite (.2); email to J. Bergreen requesting permission for J. Schwartz to appear via telephone for the June 15 hearing (.2); prepare sealed labels for two of the documents designated for the record on appeal (.1); prepare transmittal letter forwarding seal documents and USB drive of exhibits designated as the appellate record (.4); burn flash drive containing PDFs of admitted exhibits designated as the record in the 9019 appeal (.3).

06/12/2018 KW Gluck B110 0.20 780.00 156.00 Conferences and correspondence with Ryan Manns regarding Omega lawsuit, discovery for confirmation.

06/12/2018 S Shah B110 0.60 370.00 222.00 Confer with J. Cline regarding Motion to Compel Order and Exhibits for 6.15.2018.

06/12/2018 S Shah B110 1.00 370.00 370.00 Confer with K. Gluck and R. Manns regarding task items, strategy, and arguments.

06/12/2018 S Shah B110 0.80 370.00 296.00 Participate in NRF and PH working group conference call regarding witness and exhibit list and strategy for 6.15.2018 hearing.

06/12/2018 S Costello B110 6.80 360.00 2,448.00 Burn additional documents to USB drive containing appellate record for use by the court (.3); revise transmittal letter to the court sending designated record on appeal (.3); coordinate details for delivery via courier of designated record on appeal to J. Blanco at clerk's office (.4); load designation of record on FileSite for future use by attorneys (.5); finish preparing notebook containing admitted exhibits from the may 8, may 9 and may 11 hearings (2.7); telephone call to CourtCall to coordinate details for J. Schwartz to appear by telephone for the June 15 hearing (.3); start preparing exhibit notebooks for June 15 hearing (2.3).

06/13/2018 RE Manns B110 0.60 720.00 432.00 Attention to draft schedules to OTA.




06/13/2018 S Shah B110 0.30 370.00 111.00 Pull and review IRS proofs of claims.

06/13/2018 S Costello B110 7.50 360.00 2,700.00 Prepare and send to NRF and PH team calendar reminder with dial-in information regarding the June 15 hearing (.2); prepare notebook containing debtor's exhibits for the June 15 hearing (1.1); prepare notebook with Omega's exhibits for the June 15 hearing (1.2); start preparing six sets of notebooks containing the committee's exhibits for the June 15 hearing (3.8); start preparing hearing notebook for the June 15 hearing (.9); email to J. Bergreen requesting permission for A. Hanover to bring electronics into the courtroom for the June 15 hearing (.1); email to L. Rojas forwarding pdf's of several of the committee's exhibits for the June 15 hearing (.2).

06/14/2018 RE Manns B110 0.30 720.00 216.00 Multiple emails with chambers and working group concerning expedited setting on motion to shorten time.

06/14/2018 RE Manns B110 0.20 720.00 144.00 Multiple emails with Debtors and chambers re: order on motion to compel.

06/14/2018 S Costello B110 10.50 360.00 3,780.00 Prepare Notice of Hearing on motion to shorten time and forward to R. Manns (.3); update hearing notebook for June 15 hearing (.7); revise date of hearing on Notice of Hearing on motion to shorten time (.1); electronically file with the court the Notice of Hearing on motion to shorten time (.3); prepare and send calendar reminders to NRF team with June 22 hearing date (.1); email to Omni requesting that the Notice of Hearing be served on the master service list (.1); prepare notebook containing case law for use by D. Detweiler (1.3); update notebook containing admitted exhibits (1.9); finalize notebook containing Omega exhibit for June 15 hearing (.3); finalize notebook containing debtors exhibits for June 15 hearing (.3); update six notebooks containing the committee's exhibits for June 15 hearing (1.2); research on Lexis to locate case law requested by R. Manns and S. Shah (.5); email to Omni requesting the additional documents filed by the committee be served on the master service list (.1); update and finalize hearing notebook for June 15 hearing (.5); update and finalize six notebooks containing the committee's exhibits for June 15 hearing (2.0); pack and label boxes for use at the June 15 hearing (.5); coordinate details for delivery to the courthouse via courier of




the boxes containing notebooks for the June 15 hearing (.3).

06/15/2018 KW Gluck B110 0.40 780.00 312.00 Conferences and correspondence with S Shah and Ryan Manns regarding hearing on motion for standing.

06/15/2018 RE Manns B110 1.00 720.00 720.00 Meeting with working group to discuss strategy issues.

06/15/2018 RE Manns B110 0.20 720.00 144.00 Multiple emails with working group concerning contingency counsel considerations.

06/15/2018 S Shah B110 1.00 370.00 370.00 Confer with R. Manns regarding next tasks; confer with Chambers regarding order following hearing (.8); confer with M. McLaughlin (.2).

06/15/2018 S Shah B110 2.10 370.00 777.00 Confer with NRF, PH, and CohnReznick working group to determine next steps and strategy through confirmation.

06/15/2018 S Costello B110 1.30 360.00 468.00 Assist with last minute preparations for June 15 hearing (.9); coordinate details for Special Delivery to retrieve from the courthouse the boxes containing notebooks used at the June 15 hearing (.2); attention to details regarding unpacking the boxes (.5).

06/16/2018 KW Gluck B110 0.20 780.00 156.00 Correspondence with Ryan Manns regarding potential litigation funding.

06/18/2018 S Shah B110 0.30 370.00 111.00 Confer with K. Gluck and R. Manns regarding strategy for next steps and current task items.

06/18/2018 S Costello B110 3.10 360.00 1,116.00 Prepare first draft of witness and exhibit list for June 22 hearing and forward to R. Manns (.4); continue working on assembling electronic copies of all prior exhibits listed on all parties exhibit lists (2.7).

06/19/2018 RE Manns B110 0.30 720.00 216.00 Attention to emails with chambers concerning decision on standing motion and discovery requests associated with 2013 transaction.

06/19/2018 S Costello B110 3.10 360.00 1,116.00 Email to K. Rehling, court transcriber, requesting copy of June 15 hearing transcript (.2); revise June 22 witness and exhibit list and forward to R. Manns (.3); receive June 15 hearing transcript from K. Rehling and load on FileSite for future use (.2); continue working on assembling electronic copies of all prior exhibits listed on all parties exhibit lists (1.9); electronically file with the court the committee's witness and exhibit list for June 22 hearing and save to FileSite (.5).

06/20/2018 S Costello B110 4.90 360.00 1,764.00 Prepare first draft of Proposed Scheduling Order and forward to R. Manns (.9); multiple revisions to Proposed Scheduling Order and email to




R. Manns (.4); prepare first draft of witness and exhibit list for June 27 hearing (.5); continue working on assembling electronic copies of all prior exhibits listed on all parties exhibit lists (3.1).

06/21/2018 S Costello B110 1.70 360.00 612.00 Email to J. Bergreen requesting permission for F. Lawall and D. Detweiler to appear by telephone for the June 22 hearing (.2); telephone call to S. Henry regarding setting up CourtCall for the June 22 hearing (.1); start research on court's website to locate local forms for Pepper Hamilton attorneys to file a notice of appearance and pro hac vice application in the appeal to the district court (.5); continue working on assembling electronic copies of all prior exhibits listed on all parties exhibit lists (.9).

06/22/2018 RE Manns B110 0.30 720.00 216.00 Emails with chambers, Plan Sponsor, Omega and Debtors re: proposed form of order.

06/22/2018 RE Manns B110 0.30 720.00 216.00 Confer with Fran Lawall regarding strategy issues.

06/22/2018 S Costello B110 1.70 360.00 612.00 Detailed email to R. Manns regarding steps to take to get pro hac applications and ecf logins for D. Detweiler and F. Lawall in the district court appeal case (.5); telephone call and email to S. Henry regarding preparation of pro hac applications for D. Detweiler and F. Lawall (.2); prepare notice of appearance for D. Detweiler and F. Lawall in the district court appeal case and forward to R. Manns (.9); email to R. Manns regarding witness and exhibit list for June 27 hearing (.1).

06/24/2018 RE Manns B110 0.10 720.00 72.00 Revise witness and exhibit list.

06/24/2018 S Shah B110 0.10 370.00 37.00 Revise and file W&E list for 6.27.2018.

06/25/2018 RE Manns B110 0.20 720.00 144.00 Review letter correspondence from counsel for Omega.

06/25/2018 S Shah B110 0.50 370.00 185.00 Confer with R. Manns regarding task items and priorities.

06/25/2018 S Costello B110 1.70 360.00 612.00 Revise notice of appearance for the district court appeal (.4); email to R. Manns regarding names of professionals needing permission to bring electronics into the courtroom (.1); email to R. Manns regarding NRF person to handle telephonic dial in for June 27 hearing (.1); email to courtroom deputy requesting permission for J. Schwartz to appear by telephone for the June 27 hearing (.2); assist with service of production requests on interested parties




(.4); prepare list of items to complete (.5).

06/26/2018 S Costello B110 1.30 360.00 468.00 Follow up email to R. Manns and S. Shah regarding names of professionals needing court approval to bring electronics into the courtroom for the June 27 hearing (.1); telephone call to CourtCall to coordinate details for J. Schwartz to appear via telephone for the June 27 hearing (.3); send calendar invite with dial in instructions to Pepper Hamilton team (.3); assist with last minute preparations needed for mediation (.6).

06/27/2018 S Shah B110 0.30 370.00 111.00 Confer with R. Manns regarding status and next steps.

06/27/2018 S Costello B110 0.30 360.00 108.00 Telephone call to CourtCall to cancel the June 27 telephonic appearance (.2); prepare and send to team a cancellation of dial-in instructions for June 27 hearing (.1).

06/28/2018 RE Manns B110 0.30 720.00 216.00 Review and analyze Saber OTA.

06/29/2018 RE Manns B110 0.20 720.00 144.00 Call with Debtors' counsel to discuss latest developments.

06/29/2018 S Costello B110 0.70 360.00 252.00 Conference with R. Manns regarding July 3rd status conference (.2); telephone call to CourtCall to coordinate details for R. Manns to appear by telephone at the July 3 status conference (.2); telephone call to S. Henry regarding setting up CourtCall for the July 3 status conference (.1); prepare and send calendar reminder for the July 3 status conference (.2).

TOTAL: TASK CODE B110 99.90 $39,269.00

06/15/2018 RE Manns B130 0.30 720.00 216.00 Multiple emails with Debtors' counsel re: modified OTA with Nexion and closing issues.

06/16/2018 KW Gluck B130 0.10 780.00 78.00 Review correspondence regarding approval of Sentosa bid as qualified bid.

06/16/2018 RE Manns B130 0.40 720.00 288.00 Review modified Sentosa purchase agreement.

06/18/2018 RE Manns B130 0.20 720.00 144.00 Emails with Debtors and working group concerning auction logistics and attendees.

06/18/2018 RE Manns B130 0.20 720.00 144.00 Confer with Cliff Zucker of Cohn Reznick in connection with auction.

06/18/2018 RE Manns B130 0.30 720.00 216.00 Calls and emails with working group to discuss auction developments.

06/19/2018 RE Manns B130 0.20 720.00 144.00 Confer with working group regarding auction status.

06/21/2018 KW Gluck B130 0.10 780.00 78.00 Review notice of successful bidder. 06/21/2018 RE Manns B130 0.40 720.00 288.00 Review and analyze Debtors' notice of




successful bid and working group emails associated with same.

TOTAL: TASK CODE B130 2.20 $1,596.00

06/01/2018 KW Gluck B150 1.20 780.00 936.00 Participate in committee call.

06/01/2018 RE Manns B150 1.20 720.00 864.00 Attend Committee call to discuss latest developments.

06/05/2018 S Shah B150 0.10 370.00 37.00 Confer with Mississippi lawyer regarding representation of committee and her client's personal injury claim.

06/06/2018 S Shah B150 0.20 370.00 74.00 Confer with counsel of a personal injury victim in Mississippi regarding status of case and committee representation.

06/18/2018 KW Gluck B150 1.00 780.00 780.00 Participate in conference with committee regarding status update, confirmation and mediation issues, strategy, etc.

06/18/2018 RE Manns B150 1.00 720.00 720.00 Attend and participate on Committee call.

06/18/2018 S Shah B150 1.00 370.00 370.00 Participate in Committee Call regarding Auction and mediation.

06/19/2018 L Boydston B150 0.30 650.00 195.00 Communications with Fleming Lumber Co regarding claim against 4 West (.2); follow-up with D. Corrado regarding Fleming Lumber Co's activities with the various debtors (.1).

06/19/2018 RE Manns B150 0.40 720.00 288.00 Call with counsel for tort claimants concerning plan issues.

06/20/2018 RE Manns B150 0.40 720.00 288.00 Analysis of exclusivity motion and emails and confer with working group and Committee concerning same.

06/21/2018 RE Manns B150 0.70 720.00 504.00 Calls and emails with counsel for tort claimants re: treatment for constituency under the plan.


06/22/2018 S Shah B150 1.20 370.00 444.00 Conference call with committee members about status of case (1); Confer with R. Manns regarding the implications of the call (.2).

06/25/2018 RE Manns B150 1.10 720.00 792.00 Prepare for and attend call with counsel for tort claimants concerning amended plan treatment.

06/26/2018 RE Manns B150 2.00 720.00 1,440.00 Strategy meeting with Committee members in advance of mediation.

06/26/2018 S Shah B150 2.00 370.00 740.00 Attend and participate in meeting with committee members to strategize for mediation.

06/27/2018 RE Manns B150 0.60 720.00 432.00 Multiple calls and emails with counsel for tort claimants concerning Debtors motion to supplement.

06/27/2018 RE Manns B150 1.50 720.00 1,080.00 Meeting with Committee working group to prepare for hearing and discuss settlement parameters.




06/27/2018 S Shah B150 0.70 370.00 259.00 Committee call to update members about mediation and status of settlement.

06/29/2018 L Boydston B150 0.70 650.00 455.00 Attend committee call to discuss settlement.

06/29/2018 RE Manns B150 0.90 720.00 648.00 Attend Committee call to discuss settlement developments.

TOTAL: TASK CODE B150 19.20 $12,066.00

06/07/2018 RE Manns B160 0.20 720.00 144.00 Emails with CohnReznick regarding fee statements.

06/08/2018 RE Manns B160 0.30 720.00 216.00 Multiple emails and conferences with working group concerning fee statements.

06/08/2018 S Shah B160 0.20 370.00 74.00 Confer with R. Manns regarding filing fee application for March.

06/08/2018 S Shah B160 0.40 370.00 148.00 Prepare notice of application for NRF for March.

06/08/2018 S Shah B160 0.90 370.00 333.00 Prepare March fee application for NRF.

06/08/2018 S Shah B160 0.20 370.00 74.00 Confer with Pepper Hamilton regarding Pepper Hamilton and CohnReznick Fee application for March.

06/08/2018 S Shah B160 0.10 370.00 37.00 Confer with S. Costello regarding March fee application.

06/08/2018 S Shah B160 0.10 370.00 37.00 Serve NRF, CohnReznick, and Pepper Hamilton fee applications through Omni.

06/11/2018 L Boydston B160 2.70 650.00 1,755.00 Work on second fee application.

06/11/2018 RE Manns B160 0.10 720.00 72.00 Emails with working group re: interim compensation order and fee statements.

06/18/2018 L Boydston B160 2.30 650.00 1,495.00 Work on fee statement.

06/20/2018 L Boydston B160 3.40 650.00 2,210.00 Prepare second monthly fee statement.

06/21/2018 L Boydston B160 3.10 650.00 2,015.00 Work on 3rd NRF fee statement.

06/23/2018 KW Gluck B160 0.10 780.00 78.00 Correspondence with Ryan Manns regarding request to extend deadline to object to committee professional fees.

06/24/2018 KW Gluck B160 0.30 780.00 234.00 Correspondence with Ryan Manns regarding request to extend deadline to object to committee professional fees and strategy regarding same.

06/25/2018 RE Manns B160 0.20 720.00 144.00 Review of interim compensation order and emails with working group concerning Omega's request for extension to objection deadline.

06/26/2018 L Boydston B160 2.20 650.00 1,430.00 Continue work on may fee application..

06/27/2018 RE Manns B160 0.30 720.00 216.00 Multiple emails with Debtors' counsel concerning retention application of VMG and confer with working group regarding expert's retention.

06/28/2018 RE Manns B160 0.40 720.00 288.00 Review VMG retention app and proposed order (.3) and emails with Debtors' confirming that Committee does not oppose requested relief (.1).




06/29/2018 L Boydston B160 3.20 650.00 2,080.00 Work on May and June fee apps.

TOTAL: TASK CODE B160 20.70 $13,080.00

06/03/2018 RE Manns B185 0.30 720.00 216.00 Attention to Debtors' motion to extend time to assume or reject leases.

06/20/2018 KW Gluck B185 0.80 780.00 624.00 Multiple conferences and correspondence with Ryan Manns regarding auction result, potential challenge to same, debtor motion to extend exclusivity, response to same, plan objections, agreement on exclusivity extension, motion to extend time to assume or reject.

06/20/2018 RE Manns B185 0.80 720.00 576.00 Analyze motion for entry of an order extending time period within which the Debtors may assume unexpired leases of nonresidential real property (.5); confer with Debtors with respect to same (.3).

TOTAL: TASK CODE B185 1.90 $1,416.00

06/01/2018 S Shah B190 0.40 370.00 148.00 Confer with K. Gluck and R. Manns regarding scheduling of hearing of Motion for Standing and implications with deadlines.

06/01/2018 S Shah B190 1.00 370.00 370.00 Prepare notices of hearing per Chambers revised schedule and revise Reply in support of Motion to Compel.

06/01/2018 S Shah B190 0.10 370.00 37.00 Confer with K. Gluck regarding scheduled hearing for motions to compel and for standing.

06/05/2018 KW Gluck B190 0.50 780.00 390.00 Conference with S Shah regarding objection to motion to amend and reply for motion to compel (.1); review and revise objection to motion to amend (.4).

06/05/2018 RE Manns B190 0.40 720.00 288.00 Review and comment on draft reply to opposition to motion to compel.

06/05/2018 RE Manns B190 0.60 720.00 432.00 Review and comment on draft objection to motion to amend settlement agreement.

06/05/2018 S Shah B190 0.80 370.00 296.00 Review and revise Objection to Motion to Amend Settlement Agreement.

06/06/2018 KW Gluck B190 0.10 780.00 78.00 Review revised objection to motion to amend.

06/06/2018 RE Manns B190 3.50 720.00 2,520.00 Analyze case law in support of opposition to amendment in advance of hearing.

06/06/2018 S Shah B190 1.80 370.00 666.00 Revise and prepare for filing Objection to Motion to Amend Settlement Agreement.

06/07/2018 S Shah B190 3.80 370.00 1,406.00 Prepare case summaries for R. Manns for hearing on Motion to Amend Settlement Agreement.

06/08/2018 KW Gluck B190 0.20 780.00 156.00 Conference with Ryan Manns regarding




standing motion and need to amend same and draft complaint.

06/11/2018 KW Gluck B190 1.40 780.00 1,092.00 Conferences and correspondence with Ryan Manns regarding need to amend designations, amended complaint, OTA response, standing motion, competing bid from Sentosa (1.2); review draft response to OTA (.1); review issues regarding lawsuit against Omega (.1).

06/11/2018 RE Manns B190 0.60 720.00 432.00 Analysis of Fifth Circuit standing law and emails with working group with respect to same.

06/11/2018 RE Manns B190 0.30 720.00 216.00 Review draft order from Debtors' regarding Bankruptcy Court's indicative ruling.

06/11/2018 RE Manns B190 0.80 720.00 576.00 Revise limited response to Form OTA. 06/11/2018 S Shah B190 0.50 370.00 185.00 Review previous witness and exhibit lists

and admitted exhibits to prepare W&E list for 6.15.2018.

06/11/2018 S Shah B190 1.50 370.00 555.00 Confer with R. Manns regarding Response to OTA (.1); Prepare Limited Response to OTA (1.4).

06/12/2018 RE Manns B190 1.20 720.00 864.00 Further review of Nexion OTA (.4); Call with Debtors and Omega to discuss Nexion OTA and Committee comments to same.

06/12/2018 RE Manns B190 0.70 720.00 504.00 Review and analyze Hanover declaration.

06/12/2018 S Shah B190 0.10 370.00 37.00 Confer with M. McLaughlin regarding anticipated exhibits for various Committee filings to be made.

06/12/2018 S Shah B190 1.50 370.00 555.00 Review previous exhibits and prepare W&E list for 6.15.2018.

06/12/2018 S Shah B190 1.10 370.00 407.00 Revise Limited Response to OTA. 06/12/2018 S Shah B190 0.70 370.00 259.00 Call with DLA, PH, and BC regarding

Nexion OTA. 06/13/2018 KW Gluck B190 0.50 780.00 390.00 Conference and correspondence with

Ryan Manns regarding amended complaint (.2); revise complaint (.3).

06/13/2018 RE Manns B190 0.60 720.00 432.00 Review Omega response in opposition to motion for standing.

06/13/2018 RE Manns B190 0.80 720.00 576.00 Review amended motion for standing and amended complaint (.5); revise accordingly (.30).

06/13/2018 RE Manns B190 0.60 720.00 432.00 Review Debtors' response to standing motion.

06/13/2018 RE Manns B190 1.10 720.00 792.00 Emails with working group concerning Hanover declaration and comments to same (.60); revise Hanover declaration (.5).

06/14/2018 JN Schwartz B190 0.70 785.00 549.50 Intra firm conferences with S Shah and Ryan Manns regarding Fifth Circuit case law on statute of limitations issues (.3); review Fifth Circuit law on analysis and




application of statute of limitations issues (.4).

06/14/2018 KW Gluck B190 1.40 780.00 1,092.00 Conferences with S Shah regarding recoupment issue (.2); conferences with Ryan Manns regarding recoupment issue, 502(d) brief and DLA brief on same (1.2).

06/14/2018 KW Gluck B190 0.10 780.00 78.00 Review 502(d) issues. 06/14/2018 L Boydston B190 4.30 650.00 2,795.00 Extensive work and research regarding

issues raised in Debtors' and Omega's responses to Committee's standing motion and objection, including write-up and numerous discussions with R. Manns, J. Schwartz, and S. Shah.

06/14/2018 L Boydston B190 0.70 650.00 455.00 Review Debtors' and Omega's responses to Committee's standing motion.

06/14/2018 RE Manns B190 0.80 720.00 576.00 Review and comment on 502(d) brief. 06/14/2018 RE Manns B190 0.60 720.00 432.00 Analysis of statute of repose authority in

Texas. 06/14/2018 RE Manns B190 0.60 720.00 432.00 Call with working group to discuss

filings and responses to Debtors and Omega objections.

06/14/2018 RE Manns B190 0.70 720.00 504.00 Review and comment on 502(d) brief. 06/14/2018 RE Manns B190 0.40 720.00 288.00 Review Debtors' 502(d) brief. 06/14/2018 S Shah B190 6.90 370.00 2,553.00 Research issues regarding statutes of

repose and 502(d) (2.3); Revise and file Memorandum of Law on 502(d) (1.8); Revise and file Memorandum of Law for Standing motion(1.4); Prepare amended W&E list (.5); Prepare Exhibits for hearing on 6.15.2018 (.9).

06/14/2018 S Shah B190 2.40 370.00 888.00 Research issues regarding statutes of repose and 502(d) and (h).

06/16/2018 S Shah B190 0.80 370.00 296.00 Research cases that have approved financing of litigation.

06/17/2018 S Shah B190 1.00 370.00 370.00 Research case law and applications for litigation funding in bankruptcy.

06/18/2018 S Shah B190 1.40 370.00 518.00 Continued research on approval of litigation funding in bankruptcy proceedings.

06/19/2018 KW Gluck B190 0.10 780.00 78.00 Correspondence with Ryan Manns regarding deferral of ruling on standing motion and implications.

06/19/2018 S Shah B190 1.40 370.00 518.00 Research bankruptcy cases where the estate or trust obtained litigation funding.

06/21/2018 S Shah B190 1.60 370.00 592.00 Prepare Objection to Nexion OTA. 06/24/2018 S Shah B190 1.10 370.00 407.00 Revise Limited Response to OTA. 06/25/2018 KW Gluck B190 0.80 780.00 624.00 Conference with S Shah regarding

research on classes to serve to amended complaint (.1); conference and correspondence with Ryan Manns regarding response to motion to remand, Omega issues with committee




professional fees and rule 11 letter, mediation (.7).

06/25/2018 S Shah B190 2.00 370.00 740.00 Prepare limited objection to Nexion OTA.

06/26/2018 S Shah B190 0.20 370.00 74.00 Revise Limited Response to OTA. 06/29/2018 RE Manns B190 0.40 720.00 288.00 Multiple emails with Debtors and Omega

concerning edits to proposed order granting motion to amend.

TOTAL: TASK CODE B190 57.60 $30,238.50

06/12/2018 RE Manns B230 0.20 720.00 144.00 Emails with trustee's counsel concerning cash collateral motion.

06/13/2018 KW Gluck B230 0.40 780.00 312.00 Correspondence with Fran Lawal and Ryan Manns regarding releases in DIP order.

06/14/2018 KW Gluck B230 0.20 780.00 156.00 Review and analyze Sterling and insider releases in DIP order.


06/11/2018 RE Manns B255 0.40 720.00 288.00 Review and analyze Sentosa bid package.


06/15/2018 JN Schwartz B310 0.80 785.00 628.00 Review analysis of derivative standing to assert fraudulent transfer claims, including issues relating to statute of limitations.

06/25/2018 RE Manns B310 0.20 720.00 144.00 Attention to multiple notices of designations of experts filed by Debtors and Omega.

06/15/2018 RE Manns B310 0.40 720.00 288.00 Analysis of Omega claim and supporting documentation.

06/21/2018 KW Gluck B310 0.10 780.00 78.00 Correspondence with Ryan Manns regarding Omega refusal to file claim and impact on potential request to continue hearing.

06/22/2018 KW Gluck B310 0.20 780.00 156.00 Conference with S Shah regarding update on hearing, response for motion for limited remand, objection to Omega claim.

TOTAL: TASK CODE B310 1.70 $1,294.00

06/01/2018 RE Manns B320 0.40 720.00 288.00 Review motion to extend exclusivity and emails with working group concerning same.

06/05/2018 RE Manns B320 0.30 720.00 216.00 Calls with Debtors’ counsel and Committee working group re: final version of Committee letter for solicitation materials.

06/05/2018 S Shah B320 0.40 370.00 148.00 Revise and send Committee Letter to Debtors' counsel for inclusion in




solicitation package.

06/10/2018 KW Gluck B320 1.50 780.00 1,170.00 Review stipulations in DIP Order and draft insert to complaint to address same (1.3); correspondence with Ryan Manns regarding Sterling stipulations in DIP Order (.2).

06/12/2018 RE Manns B320 0.40 720.00 288.00 Review modified version of second amended plan.

06/20/2018 RE Manns B320 0.40 720.00 288.00 Multiple emails with Debtors' counsel regarding motion to extend exclusivity.

06/20/2018 RE Manns B320 0.40 720.00 288.00 Confer with working group re: limited response to Debtors' motion to extend exclusivity.

06/20/2018 RE Manns B320 0.40 720.00 288.00 Call with Debtors' counsel regarding exclusivity and proposed scheduling order.

06/20/2018 S Shah B320 3.60 370.00 1,332.00 Prepare Objection to Debtors' Motion to Extend Exclusivity.

06/20/2018 S Shah B320 0.20 370.00 74.00 Confer with K. Gluck and R. Manns regarding Debtors' Motion to Extend Exclusivity.

06/22/2018 KW Gluck B320 0.30 780.00 234.00 Correspondence with Ryan Manns regarding arguments for response to motion for limited remand and request for expedited hearing motion to supplement disclosure statement order.

06/23/2018 RE Manns B320 0.30 720.00 216.00 Review Debtors' motion to supplement and modify Disclosure Statement.

06/23/2018 RE Manns B320 0.20 720.00 144.00 Emails with Debtors' counsel concerning exclusivity order.

06/26/2018 KW Gluck B320 0.40 780.00 312.00 Correspondence with Ryan Manns regarding extension of exclusivity and update on mediation.

06/28/2018 RE Manns B320 0.30 720.00 216.00 Analysis of projected waterfall. 06/29/2018 RE Manns B320 0.30 720.00 216.00 Attention to plan supplement.

TOTAL: TASK CODE B320 9.80 $5,718.00

06/16/2018 RE Manns B325 0.30 720.00 216.00 Multiple emails with working group concerning confirmation issues.

06/18/2018 KW Gluck B325 0.40 780.00 312.00 Conference with S Shah and Ryan Manns regarding confirmation objection and strategy for same.

06/18/2018 L Boydston B325 0.30 650.00 195.00 Discuss substantive portions of confirmation objections with R. Manns and S. Shah.

06/18/2018 RE Manns B325 0.80 720.00 576.00 Attention to confirmation objection arguments addressing substantive consolidation and best interests of creditors (.6); emails with working group concerning same (.2).

06/18/2018 S Shah B325 2.80 370.00 1,036.00 Research case law regarding: Per plan v. per debtor, 9019 standard in a plan and Hale's confirmation opinions;




06/19/2018 L Boydston B325 2.40 650.00 1,560.00 Analyze amended plan and begin drafting substantive consolidation portion of objection to confirmation.

06/19/2018 RE Manns B325 0.30 720.00 216.00 Confer with working group concerning research associated with confirmation objection.

06/21/2018 J Harrison B325 0.20 415.00 83.00 Confer with K. Gluck and S. Shah regarding objection to confirmation.

06/21/2018 KW Gluck B325 0.60 780.00 468.00 Conferences with Ryan Manns, S Shah and Julie Harrison regarding research and tasks for confirmation brief.

06/21/2018 RE Manns B325 0.40 720.00 288.00 Confer with working group regarding research for confirmation objection.

06/21/2018 S Shah B325 0.80 370.00 296.00 Research issues regarding confirmation: per plan v. per debtor and 9019 standard in plan.

06/21/2018 S Shah B325 0.50 370.00 185.00 Confer with K. Gluck and R. Manns regarding issues for confirmation and task list.

06/21/2018 S Shah B325 0.30 370.00 111.00 Confer with K. Gluck regarding confirmation research issues.

06/22/2018 L Boydston B325 2.50 650.00 1,625.00 Discuss objection inserts with S. Shah (.4); review research from J. Harrison regarding per debtor/per plan (.6); discuss same with J. Harrison and further research (.3); follow-up with R. Manns and K. Gluck (.1); continue preparing objection to confirmation (1.1).

06/22/2018 S Shah B325 2.80 370.00 1,036.00 Research issues for confirmation: impaired class, releases for consideration, and 9019 standard in plan (2.5); Confer with K.Gluck regarding confirmation issues and strategy to approach the issues (.3).

06/24/2018 S Shah B325 2.20 370.00 814.00 Research case law for issues to prepare confirmation objection.

06/25/2018 J Harrison B325 1.30 415.00 539.50 Research and draft insert to confirmation objection.

06/25/2018 S Shah B325 1.20 370.00 444.00 Research standards for 9019 in a plan and prepare insert.

06/25/2018 S Shah B325 0.20 370.00 74.00 Confer with R. Manns regarding Objection to Motion to Supp. Disclosure Statement.

06/25/2018 S Shah B325 3.90 370.00 1,443.00 Research and prepare objection to motion to supplement disclosure statement.

06/26/2018 J Harrison B325 3.30 415.00 1,369.50 Research and draft insert to confirmation objection.

06/27/2018 JN Schwartz B325 0.20 785.00 157.00 Intra firm conference with S Shah regarding plan confirmation issues.

06/27/2018 L Boydston B325 0.40 650.00 260.00 Meeting with S. Shah regarding confirmation objection (.3); teleconference with J. Harrison regarding same (.1).




06/28/2018 J Harrison B325 2.30 415.00 954.50 Research and draft insert to confirmation objection.

06/28/2018 JN Schwartz B325 0.50 785.00 392.50 Review email from S Shah regarding confirmation issues and attached documents, including pleadings and relevant case law regarding potential disputes.

06/28/2018 L Boydston B325 2.40 650.00 1,560.00 Review and revise confirmation objection inserts and related discussions with S Shah and J. Harrison.

06/28/2018 RE Manns B325 2.60 720.00 1,872.00 Analysis of Fifth Circuit standards associated with confirmation objections and confer with working group with respect to same.

06/28/2018 RE Manns B325 1.50 720.00 1,080.00 Working group call to discuss confirmation objection and research issues.

06/29/2018 L Boydston B325 1.10 650.00 715.00 Review and revise inserts for confirmation objection.

06/29/2018 RE Manns B325 0.50 720.00 360.00 Conference call with working group to discuss evidence in support of confirmation objection.

TOTAL: TASK CODE B325 39.00 $20,238.00

06/04/2018 RE Manns L160 0.20 720.00 144.00 Call with Debtors, Omega and Plan Sponsor to discuss mediator considerations.

06/05/2018 RE Manns L160 0.30 720.00 216.00 Multiple emails with parties in interest regarding mediation.

06/06/2018 RE Manns L160 0.60 720.00 432.00 Review and comment on motion to amend settlement agreement in advance of filing.

06/06/2018 RE Manns L160 0.20 720.00 144.00 Call with Debtors, Plan Sponsor and Omega to discuss mediation logistics.

06/08/2018 RE Manns L160 0.20 720.00 144.00 Review redline of mediator agreement.

06/11/2018 RE Manns L160 0.20 720.00 144.00 Call with Debtors' counsel re: revisions to mediation agreement and Committee sign-off on same.

06/18/2018 RE Manns L160 0.20 720.00 144.00 Emails with mediator and working group re: submissions in advance of mediation.

06/18/2018 S Shah L160 0.70 370.00 259.00 Prepare exhibits for mediator.

06/19/2018 KW Gluck L160 0.10 780.00 78.00 Conference with S Shah regarding mediation exhibits.

06/19/2018 RE Manns L160 0.40 720.00 288.00 Confer with working group regarding contents of mediation statement and mediation exhibits.

06/19/2018 S Shah L160 1.00 370.00 370.00 Prepare exhibits for mediator.

06/22/2018 RE Manns L160 0.30 720.00 216.00 Calls and multiple emails with working group concerning final version of mediation statement (.2); email with Professor Markell concerning mediation statement (.1).




06/22/2018 RE Manns L160 0.60 720.00 432.00 Review exhibits in support of mediation as well as offer of proof.

06/22/2018 RE Manns L160 1.30 720.00 936.00 Review and comment on draft mediation statement.

06/24/2018 RE Manns L160 1.00 720.00 720.00 Working group call to discuss mediation preparation.

06/25/2018 RE Manns L160 0.90 720.00 648.00 Confer with working group to discuss strategy in advance of mediation.

06/26/2018 RE Manns L160 10.50 720.00 7,560.00 Attendance and appearance at mediation.

06/26/2018 S Shah L160 11.00 370.00 4,070.00 Attend and participate in mediation.

06/27/2018 KW Gluck L160 0.20 780.00 156.00 Correspondence with Ryan Manns regarding update on mediation.

06/27/2018 RE Manns L160 0.70 720.00 504.00 Meeting with Omega's counsel to discuss settlement parameters.

06/27/2018 S Shah L160 4.80 370.00 1,776.00 Attend and participate in meetings with committee members, PH, and CR regarding ongoing negotiations and potential for settlement.

06/28/2018 KW Gluck L160 0.30 780.00 234.00 Conference with Ryan Manns regarding update on settlement discussions, strategy and remand order.

06/28/2018 RE Manns L160 0.50 720.00 360.00 Confer with working group regarding settlement developments.

06/28/2018 RE Manns L160 0.90 720.00 648.00 Review and revise order granting motion to approve settlement agreement (.6); multiple emails with Debtors and Omega concerning same (.3).

06/29/2018 KW Gluck L160 0.20 780.00 156.00 Correspondence with Ryan Manns regarding update on settlement discussions and approval of settlement.

06/29/2018 RE Manns L160 0.30 720.00 216.00 Call with Cliff Zucker to discuss settlement terms.

06/29/2018 RE Manns L160 0.60 720.00 432.00 Confer with working group concerning settlement negotiations.

TOTAL: TASK CODE L160 38.20 $21,427.00

06/01/2018 S Shah L310 0.30 370.00 111.00 Call with Pepper Hamilton and Bryan Cave regarding coordinating search terms and depositions.

06/04/2018 RE Manns L310 0.60 720.00 432.00 Review and revise draft reply to motion to compel.

06/04/2018 RE Manns L310 0.30 720.00 216.00 Attention to multiple emails with counsel for Plan Sponsor concerning NDA and timetable for production.

06/04/2018 S Shah L310 1.20 370.00 444.00 Revise Reply in Support of Motion to Compel, prepare exhibits for reply.

06/05/2018 KW Gluck L310 0.30 780.00 234.00 Revise reply for motion to compel.

06/05/2018 S Shah L310 0.50 370.00 185.00 Revise Reply in Support of Motion to Compel.

06/05/2018 S Shah L310 0.10 370.00 37.00 Confer with J. Cline and M. McLaughlin regarding Debtors' Objection to Motion




to Compel.

06/06/2018 RE Manns L310 0.80 720.00 576.00 Review and comment on draft reply in support of motion to compel in advance of filing.

06/06/2018 RE Manns L310 0.30 720.00 216.00 Review Woods declaration in support of Debtors' opposition to the motion to compel.

06/06/2018 S Shah L310 2.40 370.00 888.00 Revise and prepare Reply in Support of Motion to Compel with exhibits for filing.

06/11/2018 RE Manns L310 0.60 720.00 432.00 Review and comment on proposed order on Committee's motion to compel and 2004 examination (.4); multiple emails with working group concerning same (.2).

06/11/2018 S Shah L310 0.70 370.00 259.00 Confer with J. Cline and R. Manns regarding drafting the Order regarding Motion to Compel and prepare the same.

06/11/2018 S Shah L310 1.70 370.00 629.00 Review June 7 Hearing transcript and prepare order regarding Motion to Compel.

06/12/2018 RE Manns L310 0.40 720.00 288.00 Emails with Debtors, Omega and Plan Sponsor concerning Second Request for Documents.

06/12/2018 RE Manns L310 1.20 720.00 864.00 Review and revise supplemental discovery requests to the Debtors, Omega and Plan Sponsor.

06/12/2018 RE Manns L310 0.30 720.00 216.00 Review Debtors' comments to order on motion to compel.

06/12/2018 S Shah L310 1.20 370.00 444.00 Prepare notices of service of Second RFPs and serve the same via first class mail.

06/12/2018 S Shah L310 2.20 370.00 814.00 Prepare and revise Motion to Shorten Deadline to Respond to RFPs.

06/13/2018 RE Manns L310 1.10 720.00 792.00 Revise motion to shorten the time to respond to discovery and motion for an expedited setting.

06/13/2018 RE Manns L310 0.80 720.00 576.00 Multiple emails with working group, Debtors, Omega and Plan Sponsor concerning motion to shorten production deadline and expedited setting.

06/13/2018 S Shah L310 2.20 370.00 814.00 Research and prepare motion to shorten deadline for Second RFPs.

06/13/2018 S Shah L310 0.20 370.00 74.00 Confer with R. Manns regarding Motion to Shorten Deadline.

06/13/2018 S Shah L310 0.10 370.00 37.00 Confer with M. McLaughlin regarding service of Second RFPs.

06/13/2018 S Shah L310 1.50 370.00 555.00 Prepare, revise, and file Motion to Shorten Deadlines and Motion to Expedite.

06/14/2018 S Shah L310 0.50 370.00 185.00 Revise Order for Motion to Compel in light of email from Chambers.

06/15/2018 RE Manns L310 0.20 720.00 144.00 Confer with working group concerning email from chambers re: documents that




have been improperly withheld by Debtors.

06/18/2018 S Shah L310 0.30 370.00 111.00 Confer with Chambers regarding Order on Motion to Compel.

06/19/2018 S Shah L310 1.30 370.00 481.00 Prepare Order on Judge's second ruling in connection to documents to produce and standing.

06/20/2018 RE Manns L310 0.50 720.00 360.00 Multiple emails with Debtors, Omega and Plan Sponsor concerning 7/3 production deadline and proposed form of agreed scheduling order.

06/20/2018 RE Manns L310 2.60 720.00 1,872.00 Revise draft proposed agreed scheduling order (1.2); multiple emails with working group concerning same (.6); revise draft in accordance with Debtors' comments (.6).

06/21/2018 RE Manns L320 0.90 720.00 648.00 Multiple revisions to form of scheduling order to incorporate comments from all parties.

06/21/2018 RE Manns L320 0.60 720.00 432.00 Calls with counsel for Omega regarding comments to form of agreed scheduling order.

06/21/2018 RE Manns L320 0.70 720.00 504.00 Multiple emails with Omega, Plan Sponsor and Debtors concerning revised form of agreed scheduling order.

06/21/2018 RE Manns L310 0.60 720.00 432.00 Multiple emails with working group re: revised form of agreed order and 6/22 hearing.

06/21/2018 S Shah L310 0.50 370.00 185.00 Prepare Order regarding Motion to Compel.

06/21/2018 S Shah L310 0.40 370.00 148.00 Revise Order regarding Motion to Compel.

06/25/2018 RE Manns L310 0.70 720.00 504.00 Multiple emails with working group concerning discovery issues in advance of RFP service deadline and expert designations (.4); emails with trustee's counsel concerning tax payments (.3).

06/25/2018 RE Manns L310 0.20 720.00 144.00 Review and analyze Debtors' first requests for production on the Committee.

06/25/2018 RE Manns L310 0.30 720.00 216.00 Review and revise order granting in part and denying in part motion to compel.

06/25/2018 RE Manns L310 0.60 720.00 432.00 Review and comment on third requests for production to Debtors and Omega.

06/25/2018 RE Manns L310 0.30 720.00 216.00 Review and comment on Committee's third requests for production to the Debtors.

06/25/2018 S Shah L310 1.10 370.00 407.00 Confer with M. McLaughlin regarding basis for motion to compel (.2); Prepare Motion to Expedite Motion to Compel (.3); Prepare Motion to Compel (.6).

06/25/2018 S Shah L310 0.50 370.00 185.00 Revise, file and serve notice of service of third RFPs.

06/25/2018 S Shah L310 0.20 370.00 74.00 Confer with R. Manns regarding proposed order for motion to compel and




issues with Debtors regarding language.

06/29/2018 RE Manns L310 0.40 720.00 288.00 Multiple emails with working group concerning discovery production and deposition scheduling issues.

TOTAL: TASK CODE L310 34.40 $18,101.00

06/04/2018 RE Manns L440 0.20 720.00 144.00 Review Debtors' 6/7 witness and exhibit list and discuss same with working group.

06/04/2018 RE Manns L440 0.60 720.00 432.00 Review and revise draft of 6/7 witness and exhibit list (.4); confer with working group re: same (.2).

06/04/2018 S Shah L440 2.00 370.00 740.00 Prepare and file witness and exhibit list, and gather exhibits.

06/06/2018 RE Manns L440 1.50 720.00 1,080.00 Attention to argument preparation for 6/7 hearings.

06/06/2018 RE Manns L440 0.40 720.00 288.00 Call with Fran Lawall and Don Detweiler regarding 6/7 hearings.

06/06/2018 S Shah L440 0.30 370.00 111.00 Confer with S. Costello regarding content of exhibit and hearing binders.

06/07/2018 KW Gluck L440 0.70 780.00 546.00 Conference with Ryan Manns regarding prep for hearing on motion to amend.

06/07/2018 RE Manns L440 0.20 720.00 144.00 Confer with working group regarding 6/7 hearing exhibits.

06/07/2018 RE Manns L440 4.80 720.00 3,456.00 Prepare hearing outline and review case law in advance of contested hearings.

06/07/2018 S Shah L440 0.10 370.00 37.00 Confer with Bryan Cave paralegal about Committee exhibits.

06/10/2018 RE Manns L440 0.20 720.00 144.00 Multiple working group emails concerning 6/15 hearing preparation.

06/11/2018 RE Manns L440 0.80 720.00 576.00 Call with working group to discuss preparation for 6/15 hearings and exhibits and witnesses.

06/11/2018 RE Manns L440 0.30 720.00 216.00 Call with Fran Lawall and Don Detweiler to discuss hearing strategy for 6/15 hearing.

06/12/2018 RE Manns L440 0.80 720.00 576.00 Call with working group to discuss exhibit and witness issues and strategy associated with 6/15 hearing.

06/12/2018 RE Manns L440 0.50 720.00 360.00 Review and revise 6/15 Debtors'witness and exhibit list (.3); analyze Omega and Debtors witness and exhibit lists (.2).

06/14/2018 RE Manns L440 1.80 720.00 1,296.00 Prepare for 6/15 hearings.

06/14/2018 RE Manns L440 0.20 720.00 144.00 Emails with working group re: amended witness and exhibit list.

06/14/2018 S Shah L440 1.00 370.00 370.00 Confer with D. Detweiler, F. Lawall, and R. Manns to discuss strategy for hearing on 6.15.2018.

06/15/2018 RE Manns L440 2.00 720.00 1,440.00 Prepare for 6/15 hearings.

06/15/2018 S Shah L440 3.00 370.00 1,110.00 Prepare strategy with NRF and PH working group for hearing on Motion for




Standing.

06/18/2018 RE Manns L440 0.20 720.00 144.00 Revise draft witness and exhibit list for 6/22 hearing.

06/18/2018 S Shah L440 0.30 370.00 111.00 Confer with R. Manns regarding W&E list for Motion to Shorten; prepare the same.

06/19/2018 RE Manns L440 0.20 720.00 144.00 Emails with working group concerning witness and exhibit list for 6/22 hearings.

TOTAL: TASK CODE L440 22.10 $13,609.00

06/07/2018 KW Gluck L450 1.50 780.00 1,170.00 Appear at hearing by telephone.

06/07/2018 RE Manns L450 2.20 720.00 1,584.00 Attend and appear at 6/7 hearings.

06/07/2018 S Shah L450 3.00 370.00 1,110.00 Attend and participate in hearing on Motion to Amend Settlement Agreement and Motion to Compel.

06/15/2018 RE Manns L450 2.50 720.00 1,800.00 Attend and appear at trial.

06/15/2018 S Shah L450 2.60 370.00 962.00 Participate in hearing on Motion for Standing.

06/22/2018 RE Manns L450 2.00 720.00 1,440.00 Prepare for and attend 6/22 hearings.

06/27/2018 RE Manns L450 1.30 720.00 936.00 Attend and appear at 6/27 hearing.

TOTAL: TASK CODE L450 15.10 $9,002.00

06/01/2018 KW Gluck L510 0.90 780.00 702.00 Conferences with S Shah and Ryan Manns regarding issues on appeal, mediation, scheduling issues, etc. (.5); correspondence with Ryan Manns regarding mediators and issues on appeal (.4).

06/01/2018 KW Gluck L510 0.60 780.00 468.00 Review and revise issues on appeal (.3); conference with Ryan Manns regarding issues on appeal (.3).

06/01/2018 RE Manns L510 0.20 720.00 144.00 Call with Fran Lawall and Don Detweiler to discuss strategy issues and appeal.

06/01/2018 RE Manns L510 1.60 720.00 1,152.00 Review and revise designations and statement of issues on appeal.

06/01/2018 S Shah L510 0.50 370.00 185.00 Revise Designations and Issues on Appeal.

06/04/2018 RE Manns L510 0.30 720.00 216.00 Confer with working group re: draft notices of appeal.

06/04/2018 S Shah L510 0.40 370.00 148.00 Prepare and revise Notice of appeal of DS order and rsa order.

06/07/2018 S Shah L510 0.10 370.00 37.00 Confer with D. Corrado regarding docket of appeal with district court.

06/11/2018 RE Manns L510 0.60 720.00 432.00 Multiple emails with chambers re: amended appellant designations (.2); call with Juan Blanco to discuss formatting changes (.2); review and comment on amended designations (.2).




06/11/2018 S Shah L510 1.40 370.00 518.00 Confer with chambers regarding amended designations (.2); Prepare amended designations and gather exhibits to deliver to court (1.2).

06/15/2018 RE Manns L510 0.20 720.00 144.00 Multiple emails with counsel for Omega and working group concerning limited remand.

06/21/2018 RE Manns L510 0.30 720.00 216.00 Review and analyze notice of docketing of appeal with District Court.

06/21/2018 RE Manns L510 0.90 720.00 648.00 Review emergency motion to remand and declaration in support thereof (.6) multiple emails with working group re: same (.3).

06/21/2018 S Shah L510 0.40 370.00 148.00 Confer with District Court chambers regarding Debtors' Emergency Motion to Remand and Committee's Objection.

06/22/2018 RE Manns L510 0.70 720.00 504.00 Confer with working group regarding response in opposition to motion to remand.

06/23/2018 S Shah L510 1.00 370.00 370.00 Prepare Objection to Motion to Remand.

06/24/2018 KW Gluck L510 0.30 780.00 234.00 Review draft response to motion to remand and correspondence with Ryan Manns regarding same.

06/24/2018 RE Manns L510 3.50 720.00 2,520.00 Revise draft opposition to motion to remand.

06/24/2018 S Shah L510 1.50 370.00 555.00 Prepare Objection to Motion to Remand.

06/24/2018 S Shah L510 1.60 370.00 592.00 Research case law to support Objection to Remand.

06/25/2018 KW Gluck L510 0.10 780.00 78.00 Review revised response to request for remand.

06/25/2018 RE Manns L510 2.50 720.00 1,800.00 Further revisions to objection to motion to remand.

06/25/2018 S Shah L510 1.40 370.00 518.00 Research case law for objection to Motion to Remand (.6); Prepare Objection to Motion to Remand (.8).

TOTAL: TASK CODE L510 21.00 $12,329.00

TOTAL HOURS 384.20 $200,283.50


73407809.2


EXHIBIT E

Time Detail



07/02/2018 S Costello B110 1.20 360.00 432.00

Prepare Certificates of No Objection to the March 2018 fee applications of Norton Rose Fulbright, Pepper Hamilton and CohnReznick and forward to R. Manns for review.

07/03/2018 RE Manns B110 0.30 720.00 216.00 Emails with chambers concerning motion to enforce and motion for continuance omnibus settings.

07/03/2018 S Costello B110 1.50 360.00 540.00

Prepare Notice of Hearing for July 6 hearing and forward to R. Manns (.4); electronically file with the court the Notice of Hearing (.3); email to J. Bergreen requesting permission for professionals to bring electronic devices into the courtroom for the July 6 hearing (.2); prepare witness and exhibit list for the July 6 hearing and forward to R. Manns (.6).

07/04/2018 RE Manns B110 0.30 720.00 216.00

Revise witness and exhibit list in advance of filing (.1); emails with working group regarding edits to draft (.2).

07/04/2018 S Costello B110 1.50 360.00 540.00

Start preparing hearing notebooks for July 6 hearing (1.3); email to J. Bergreen requesting permission for K. Gluck to appear via telephone at the July 6 hearing (.2).

07/05/2018 S Costello B110 2.00 360.00 720.00

Multiple email to and from R. Manns regarding preparation needed for July 6 hearing (.4); prepare and send calendar invite to NRF team and PH team with dial-in instructions for listening to the July 6 hearing (.2); prepare extra copies of the committee's exhibits (.6); finalize hearing notebook (.8);

07/06/2018 RE Manns B110 0.60 720.00 432.00 Calls and emails with Cliff Zucker re: status of hearings.

07/06/2018 S Costello B110 1.40 360.00 504.00

Prepare notebook containing debtors exhibits for use by R. Manns at the July 6 hearing (1.2); telephone call to CourtCall to coordinate details for R. Manns to telephonically appear at the July 9 hearing (.2).

07/09/2018 S Shah B110 0.80 370.00 296.00 Conference call with PH post oral ruling to determine options and strategy for confirmation.

07/09/2018 SA Peirce B110 0.10 690.00 69.00 Conference with Ryan Mann regarding status.

07/10/2018 KW Gluck B110 0.40 780.00 312.00 Prepare order on motion to continue confirmation hearing (.2); correspondence and conference with


73407809.2




Ryan Manns regarding same (.2).

07/10/2018 RE Manns B110 0.40 720.00 288.00 Revise proposed agreed order granting continuance and multiple emails with parties in interest concerning same.

07/11/2018 RE Manns B110 0.20 720.00 144.00 Multiple emails with chambers regarding agreed form of order.

07/11/2018 S Costello B110 1.10 360.00 396.00

Electronically file with the court the proposed order continuing confirmation hearing (.4); prepare exhibits for interim fee applications (.7).

07/12/2018 S Shah B110 0.20 370.00 74.00 Confer with R. Manns regarding committee call.

07/13/2018 RE Manns B110 0.30 720.00 216.00 Confer with Debtors' counsel concerning supplemental stipulation with certain tort claimants and review draft of same.

07/17/2018 KW Gluck B110 0.20 780.00 156.00 Review correspondence from Don Detweiler regarding status update.

07/17/2018 KW Gluck B110 0.80 780.00 624.00

Conferences with Ryan Manns regarding settlement discussions, potential plan B for debtor and Omega, strategy for moving case forward.

07/17/2018 S Costello B110 0.20 360.00 72.00 Email to R. Manns regarding the July 19 status conference.

07/18/2018 KW Gluck B110 0.10 780.00 78.00 Review correspondence from debtors and omega counsel regarding status conference.

07/18/2018 KW Gluck B110 0.10 780.00 78.00 Review letter from Califano regarding status conference.

07/18/2018 RE Manns B110 0.60 720.00 432.00 Multiple emails with working group concerning latest developments and strategic next steps.

07/18/2018 RE Manns B110 0.40 720.00 288.00 Calls and emails with Debtors' counsel concerning status conference.

07/18/2018 S Costello B110 2.20 360.00 792.00

Prepare Notice of filing second monthly fee statement and forward to S. Shah (.4); telephone call to CourtCall to coordinate details for telephonic appearance for S. Shah (.3); prepare and send outlook reminder with dial in instructions for the July 19 status conference (.2); multiple conferences with S. Shah regarding filing the fee application and other issues (.4); electronically file with the court NRF's second monthly fee statement and the notice of filing the second monthly fee statement (.7); email to Omni requesting service of fee statements filed by NRF, PH and CohnReznick (.2).

07/18/2018 S Shah B110 0.30 370.00 111.00 Confer with K. Gluck regarding status of case.

07/19/2018 KW Gluck B110 0.40 780.00 312.00 Conferences with Ryan Manns regarding status conference and strategy going forward.


73407809.2




07/19/2018 S Shah B110 0.30 370.00 111.00 Confer with K. Gluck regarding status and next steps.

07/20/2018 RE Manns B110 0.80 720.00 576.00 Conference call with Omega team to discuss case developments.

07/20/2018 RE Manns B110 1.10 720.00 792.00 Conference call with working group to discuss next steps.

07/20/2018 S Shah B110 0.50 370.00 185.00 Gather and upload transcripts to send to Pepper Hamilton.

07/23/2018 S Shah B110 0.30 370.00 111.00 Confer with K. Gluck regarding committee call.

07/26/2018 S Costello B110 0.30 360.00 108.00 Prepare and send to NRF team calendar reminders of upcoming hearings and deadlines.

07/30/2018 S Costello B110 1.10 360.00 396.00

Prepare and send to NRF team a calendar reminder for status conference on August 1 (.2); prepare notice of appearance for NRF and PH in the new adversary case and forward to R. Manns (.5); electronically file with the court the notice of appearance in the new adversary case (.4).

07/31/2018 RE Manns B110 0.50 720.00 360.00 Confer with Debtors' counsel to discuss latest developments.

07/31/2018 S Costello B110 0.20 360.00 72.00

Telephone call to CourtCall to coordinate details for K. Gluck to appear by telephone at the August 1 status conference.

07/31/2018 S Shah B110 0.20 370.00 74.00 Confer with NRF and PH working groups about status of case.

TOTAL: TASK CODE B110 22.10 $11,123.00

07/02/2018 RE Manns B150 0.60 720.00 432.00

Call with counsel for tort claimants to discuss latest case developments (.3); multiple emails with counsel for tort claimants concerning discovery issues and policies (.3).


07/03/2018 RE Manns B150 0.40 720.00 288.00

Call with counsel for tort claimants to discuss joinder to motion for continuance and Hale comments concerning status conference.


07/06/2018 RE Manns B150 0.30 720.00 216.00 Emails with Committee members regarding hearing and ruling on 7/9.


07/11/2018 RE Manns B150 0.30 720.00 216.00 Multiple emails with counsel for tort claimants and emails concerning confirmation objection.

07/12/2018 RE Manns B150 0.20 720.00 144.00 Emails with counsel for tort claimants concerning latest developments.


73407809.2




07/17/2018 RE Manns B150 0.50 720.00 360.00

Call with counsel for the tort claimants concerning settlement discussions (.3); follow-up emails with counsel re: same(.2).


07/23/2018 RE Manns B150 0.90 720.00 648.00 Attend and participate in Committee call.

07/23/2018 S Shah B150 1.00 370.00 370.00 Participate in Committee Call and follow-up communications.



07/31/2018 S Shah B150 1.00 370.00 370.00 Prepare for and participate in conference call with committee.

TOTAL: TASK CODE B150 10.40 $6,944.00

07/05/2018 L Boydston B160 0.20 650.00 130.00 Review Omega's objection to fees and related discussion with R. Manns.

07/11/2018 L Boydston B160 0.20 650.00 130.00 Communications with Pepper Hamilton and S. Costello regarding format for interim fee applications.

07/12/2018 L Boydston B160 1.80 650.00 1,170.00 Begin work on June fee statement.

07/16/2018 L Boydston B160 3.70 650.00 2,405.00 Finalize May fee application.

07/17/2018 S Shah B160 2.30 370.00 851.00 Prepare NRF June Fee Application.

07/18/2018 L Boydston B160 0.90 650.00 585.00 Work on June Fee Statement.

07/18/2018 S Shah B160 1.30 370.00 481.00 Prepare June Fee Application.

07/18/2018 S Shah B160 0.50 370.00 185.00 Prepare and file second monthly fee application.

07/20/2018 RE Manns B160 0.40 720.00 288.00 Review and revise May fee statement.

TOTAL: TASK CODE B160 11.30 $6,225.00

07/02/2018 John N. Schwartz B190 0.60 785.00 471.00

Emails to and from Liz Boydston and Ryan Manns regarding enforcement of settlement agreement (.2); review previous briefing on enforcement of settlement agreements and forward to Ryan Manns, with analysis of relevant issues (.4).

07/02/2018 KW Gluck B190 4.00 780.00 3,120.00

Conferences and correspondence with Ryan Manns regarding motion to continue, Omega settlement, motion to enforce settlement, strategy (2.6); prepare motion to continue (7.); revise motion to enforce settlement (.7).

07/02/2018 RE Manns B190 1.90 720.00 1,368.00 Review and revise motion to enforce settlement.

07/02/2018 RE Manns B190 2.90 720.00 2,088.00 Draft motion to continue.

07/02/2018 RE Manns B190 0.80 720.00 576.00 Attention to Texas/Fifth Circuit


73407809.2




contractual standards for an enforceable contract/settlement agreement.

07/02/2018 RE Manns B190 0.40 720.00 288.00 Confer with working group concerning continuance and enforcement issues.

07/03/2018 KW Gluck B190 2.10 780.00 1,638.00

Revise motion to continue (.2); conferences and correspondence with Ryan Manns regarding motion to continue, prep for status conference, discovery responses, confirmation objection, possible motion to convert from Omega (1.9).

07/03/2018 RE Manns B190 0.90 720.00 648.00 Review and revise motion to continue in advance of filing.

07/04/2018 KW Gluck B190 0.60 780.00 468.00

Correspondence with Ryan Manns regarding update on potential motion to convert from Omega (.1); review estimation motion and potential confirmation issue regarding whether Omega is impaired (.4); correspondence with Steve Pierce regarding same (.1).

07/05/2018 L Boydston B190 0.90 650.00 585.00 Analysis regarding enforcing the settlement and related discussions with J. Schwartz.

07/05/2018 RE Manns B190 0.40 720.00 288.00 Analyze Omega response to motion to enforce.

07/05/2018 RE Manns B190 1.20 720.00 864.00 Review and comment on reply to Omega's opposition to motion to enforce settlement in advance of filing.

07/18/2018 KW Gluck B190 1.00 780.00 780.00

Conferences and correspondence with Ryan Manns regarding status conference, potential plan Bs for debtor and Omega, strategy for moving case forward.

07/20/2018 KW Gluck B190 0.30 780.00 234.00 Conference with Ryan Manns regarding discussions with Omega.

07/27/2018 KW Gluck B190 0.30 780.00 234.00

Correspondence with Ryan Manns regarding Omega intent to file motion to compel payment of admin rent, debtor response to Omega attempt to terminate RSA, complaint seeking TRO against Omega.

07/28/2018 RE Manns B190 0.80 720.00 576.00

Conference call with working group to discuss strategy considerations, motion for reconsideration and motion to compel payment.

07/30/2018 RE Manns B190 0.50 720.00 360.00 Analyze Debtors' motion for summary judgment.

07/30/2018 RE Manns B190 0.80 720.00 576.00 Review and revise draft 60(b) motion.

07/30/2018 S Shah B190 1.00 370.00 370.00

Confer with M. McLaughlin regarding Adversary Proceeding pleadings (.2); gather and review adversary proceeding pleadings and send to PH and NRF working group (.8).


73407809.2




07/30/2018 S Shah B190 2.30 370.00 851.00

Confer with NRF and PH working group regarding 60(b) motion (.2); prepare and revise 60(b) motion and proposed order to file (1.9); file and serve motion and exhibits (.2).

TOTAL: TASK CODE B190 23.70 $16,383.00

07/23/2018 KW Gluck B230 0.40 780.00 312.00 Conferences and correspondence with Ryan Manns regarding Omega termination of DIP and related issues.

07/30/2018 KW Gluck B230 0.20 780.00 156.00

Conference with Ryan Manns regarding status update on discussions with debtors and Omega, motion for relief from DIP order.


07/03/2018 RE Manns B320 0.50 720.00 360.00 Call with Debtors' counsel regarding latest case developments and confirmation issues.

07/03/2018 RE Manns B320 0.50 720.00 360.00 Call with Debtors' counsel concerning interpretation of plan and Friday setting.

07/04/2018 RE Manns B320 0.40 720.00 288.00

Review Debtors' motion for an order interpreting the plan (.3); multiple emails and call with working group concerning same.

07/05/2018 KW Gluck B320 3.10 780.00 2,418.00

Correspondence with Steve Pierce regarding potential confirmation issue regarding whether Omega is impaired (.1); review correspondence from Fran Lawal regarding research issue for motion to interpret plan (.1); conferences with Ryan Manns regarding same, Omega impairment issue, hearing strategy, reply in support of motion to enforce settlement, deadlines for Omega estimation motion, etc. (1.6); review disclosure statement order for deadlines for Omega estimation motion (.5); correspondence with chambers regarding hearing change to 9:30 (.1); revise reply in support of motion to enforce settlement (.7).

07/05/2018 RE Manns B320 0.70 720.00 504.00 Analysis of Omega response to Debtors' motion for an order interpreting the plan.

07/06/2018 RE Manns B320 0.40 720.00 288.00 Analysis of preliminary voting results.

07/06/2018 RE Manns B320 0.40 720.00 288.00 Confer with counsel for plan sponsor concerning Debtors' funding shortfall.

07/08/2018 RE Manns B320 0.80 720.00 576.00

Call with Debtors' counsel concerning settlement discussions on interpretation of plan (.4); multiple emails with working group concerning same (.4).

07/09/2018 RE Manns B320 0.40 720.00 288.00 Conference call with parties to discuss


73407809.2




confirmation scheduling and settlement discussions.

07/09/2018 RE Manns B320 0.40 720.00 288.00 Confer with working group concerning next steps and strategy issues in light of court's ruling interpreting plan.

07/11/2018 KW Gluck B320 0.30 780.00 234.00

Correspondence with Ryan Manns regarding list of confirmation obstacles (.2); review correspondence from Bob Lapowsky regarding potential voting issues (.1).

07/16/2018 KW Gluck B320 0.20 780.00 156.00 Review issues regarding potential designation of votes.

07/16/2018 RE Manns B320 0.80 720.00 576.00 Analyze Debtors' wind down budget.

07/16/2018 RE Manns B320 0.50 720.00 360.00 Analyze Debtors' wind down analysis.

07/19/2018 RE Manns B320 1.00 720.00 720.00 Meetings with working group and Debtors following status conference.

07/20/2018 KW Gluck B320 0.10 780.00 78.00 Review notice terminating RSA.

TOTAL: TASK CODE B320 10.50 $7,782.00

07/03/2018 John N. Schwartz B325 2.80 785.00 2,198.00

Emails to and from Ryan Manns regarding briefing for plan confirmation (.3); review draft of confirmation objection and additional background information, including plan, disclosure statement, and tort claimant objection, to analyze issues relating to separate classification of creditors (2.5).

07/03/2018 KW Gluck B325 2.60 780.00 2,028.00

Strategy conference with Ryan Manns and Pepper Hamilton regarding strategy for hearing on motion to enforce settlement and debtor motion to interpret plan (1.4); conference and correspondence with Steve Pierce regarding research on confirmation issues (.7); revise insert on per plan or per debtor (.2); correspondence with Ryan Manns regarding Omega motion to allow claim for voting (.1); review disclosure statement order and estimation issues (.2).

07/03/2018 RE Manns B325 0.60 720.00 432.00 Confer with working group concerning confirmation objection research and draft inserts.

07/03/2018 SA Peirce B325 0.20 690.00 138.00 Conference with Ryan Manns regarding focus on release issues.

07/03/2018 SA Peirce B325 5.00 690.00 3,450.00

Work on objections to plan, including review of plan, key documents, and research regarding propriety of plan releases.

07/03/2018 SA Peirce B325 0.30 690.00 207.00 Conference with Ryan Manns regarding plan objection issues.

07/05/2018 John N. Schwartz B325 4.70 785.00 3,689.50 Research regarding separate


73407809.2




classification of creditors (2.5); prepare briefing for plan confirmation objection (2.0); emails to and from Ryan Manns and L Boydston regarding issues relating to plan confirmation objection (.2).

07/05/2018 L Boydston B325 3.60 650.00 2,340.00 Review and revise objection to plan.

07/05/2018 SA Peirce B325 4.50 690.00 3,105.00 Research and review of key documents for objection to plan issues regarding debtor releases and third party releases.

07/06/2018 KW Gluck B325 0.30 780.00 234.00

Correspondence with Ryan Manns regarding extension of deadline to object to confirmation (.1); conference and correspondence with Ryan Manns regarding ballot summary (.2).

07/06/2018 SA Peirce B325 7.00 690.00 4,830.00

Drafting insert for objection to plan regarding debtor releases and third party releases with attendant review of plan and legal authorities.

07/09/2018 KW Gluck B325 1.20 780.00 936.00

Review correspondence from Omega counsel regarding discussions on plan (.1); strategy conference with Ryan Manns and Pepper Hamilton regarding plan options (.7); conference with Omega regarding plan options and meeting in Dallas (.3); conferenced with Steve Pierce regarding status of research and going pencils down (.1).

TOTAL: TASK CODE B325 32.80 $23,587.50

07/01/2018 RE Manns L160 0.50 720.00 360.00 Calls and emails with Debtors' counsel concerning status of settlement discussions.

07/02/2018 RE Manns L160 0.30 720.00 216.00 Multiple emails with working group concerning settlement negotiations and status.

07/09/2018 S Shah L160 0.40 370.00 148.00

Conference call between NRF, PH, Bryan Cave, and DLA to discuss confirmation and possible settlement meeting.

07/11/2018 RE Manns L160 0.30 720.00 216.00 Call with Debtors' counsel concerning 7/16 settlement meeting.

07/11/2018 S Shah L160 0.20 370.00 74.00 Preparations to host committee for settlement meeting in lieu of confirmation hearing.

07/16/2018 KW Gluck L160 0.30 780.00 234.00 Correspondence with Ryan Manns regarding update on settlement discussions.

07/16/2018 KW Gluck L160 0.20 780.00 156.00 Review correspondence from Omega’s counsel regarding update on settlement discussions and committee response.

07/16/2018 KW Gluck L160 0.30 780.00 234.00 Correspondence with Ryan Manns regarding update on settlement


73407809.2




discussions and committee response.

07/16/2018 RE Manns L160 7.00 720.00 5,040.00 Attend and participate in third mediation.

07/16/2018 S Shah L160 0.10 370.00 37.00 Confer with K. Gluck regarding status of settlement.

07/17/2018 RE Manns L160 2.10 720.00 1,512.00 Settlement meetings with Omega.

07/17/2018 S Shah L160 0.20 370.00 74.00 Confer with K. Gluck regarding status of settlement talks.

07/17/2018 S Shah L160 0.50 370.00 185.00 Multiple conferences with K. Gluck regarding status of settlement negotiations.

07/24/2018 KW Gluck L160 0.40 780.00 312.00 Conference with Ryan Manns regarding strategy for potential settlement of all issues.

07/28/2018 KW Gluck L160 0.10 780.00 78.00 Correspondence with Ryan Manns regarding update on offer from Omega and strategy regarding same.

07/29/2018 KW Gluck L160 0.20 780.00 156.00 Correspondence with Ryan Manns regarding update on offer from Omega and strategy regarding same.

07/29/2018 RE Manns L160 0.50 720.00 360.00 Attention to Omega settlement proposal and call with working group to discuss same.

07/30/2018 S Shah L160 0.30 370.00 111.00 Various emails with PH and NRF working group regarding status and possible settlements.

07/31/2018 KW Gluck L160 0.80 780.00 624.00

Conference with Ryan Manns and Dan Simon regarding potential settlement options and strategy call with Ryan Manns resurging same.

07/31/2018 S Shah L160 0.10 370.00 37.00 Review Omega's Settlement Proposal.

07/31/2018 S Shah L160 0.20 370.00 74.00 Confer with K. Gluck regarding Omega's settlement proposal.

TOTAL: TASK CODE L160 15.00 $10,238.00

07/03/2018 RE Manns L310 0.60 720.00 432.00 Review and revise Committee's responses and objections to Debtors' first requests for production.

TOTAL: TASK CODE L310 0.60 $720.00

07/03/2018 RE Manns L440 0.80 720.00 576.00 Call with working group concerning preparation for Friday hearings.

07/03/2018 RE Manns L440 0.30 720.00 216.00 Review and revise draft witness and exhibit list for 7/6 hearing.

07/05/2018 RE Manns L440 2.00 720.00 1,440.00 Trial preparation with working group for 7/6 hearings.

07/05/2018 RE Manns L440 0.30 720.00 216.00 Confer with working group concerning exhibit issues associated with 7/6


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hearings.

07/06/2018 KW Gluck L440 0.30 780.00 234.00 Conferences with Ryan Manns regarding hearing prep.

07/19/2018 RE Manns L440 0.90 720.00 648.00 Meeting with working group and confer with clients in preparation for status conference.

07/19/2018 S Shah L440 0.70 370.00 259.00 Prepare transcripts for Pepper Hamilton.

TOTAL: TASK CODE L440 5.30 $3,589.00

07/03/2018 KW Gluck L450 0.50 780.00 390.00 Attend status conference by telephone.

07/03/2018 RE Manns L450 0.50 720.00 360.00 Attend telephonic status conference.

07/06/2018 KW Gluck L450 2.40 780.00 1,872.00 Attend hearing on plan interpretation motion and motion to enforce settlement.

07/06/2018 RE Manns L450 4.00 720.00 2,880.00 Prepare for and attend trial on motion for interpretation of plan and motion to enforce settlement.

07/09/2018 KW Gluck L450 0.30 780.00 234.00 Attend hearing by telephone.

07/09/2018 RE Manns L450 0.30 720.00 216.00 Attend status conference on ruling of motion for plan interpretation.

07/09/2018 S Shah L450 0.30 370.00 111.00 Attend telephonic hearing regarding oral ruling on Motion to Interpret Plan.

07/19/2018 KW Gluck L450 1.30 780.00 1,014.00 Attend status conference at bankruptcy court by telephone.

07/19/2018 RE Manns L450 3.00 720.00 2,160.00 Attend and appear at status conference.

07/19/2018 S Shah L450 1.50 370.00 555.00 Telephonic attendance at status conference.

TOTAL: TASK CODE L450 14.10 $9,792.00

07/13/2018 RE Manns L510 0.50 720.00 360.00

Attention to appeal deadlines and transmission of record on appeal (.3); multiple emails with working group concerning same (.2).

07/13/2018 S Shah L510 1.00 370.00 370.00 Confer with Chambers regarding briefing deadlines and status of record.

07/16/2018 S Shah L510 0.20 370.00 74.00 Prepare and file stipulation extending deadlines in district court for appeal.

TOTAL: TASK CODE L510 1.70 $804.00

TOTAL HOURS 148.90 $97,367.50


73535918.1


EXHIBIT E

Time Detail



08/01/2018 S Shah B110 0.20 $370.00 $74.00 Confer with K. Gluck regarding status of case.

08/02/2018 RE Manns B110 0.50 $720.00 $360.00 Review and revise letters to chambers.

08/02/2018 S Shah B110 0.20 $370.00 $74.00 Review emails among working group and all parties regarding Stipulation and ongoing negotiations.

08/03/2018 RE Manns B110 0.30 $720.00 $216.00 Calls and emails with chambers concerning scheduling issues and proposed form of order granting limited standing.

08/03/2018 RE Manns B110 0.90 $720.00 $648.00 Review and revise draft order granting Committee standing to pursue recharacterization claims.

08/03/2018 KW Gluck B110 0.10 $780.00 $78.00 Conference with Ryan Manns regarding update from chambers on various matters, meeting with Omega.

08/03/2018 S Shah B110 0.10 $370.00 $37.00 Confer with R. Manns about latest updates.

08/07/2018 L Boydston B110 0.20 $650.00 $130.00 Meeting with S. Shah regarding status of case and tasks going forward.

08/07/2018 S Shah B110 0.20 $370.00 $74.00 Confer with L. Boydston about status of case.

08/08/2018 S Costello B110 0.10 $360.00 $36.00 Prepare and send calendar reminder to NRF team of hearing date rescheduled from August 14 to September 17.

08/09/2018 S Costello B110 2.50 $360.00 $900.00 Prepare Notice of Hearing on motion for relief and forward to R. Manns (.5); multiple email to and from L. Boydston regarding the fourth monthly fee application (.3);revise Notice of Filing of fourth monthly fee application (.3); electronically file with the court NRF's fourth monthly fee application for June 2018 and notice of filing (.9); load the efiled fourth monthly fee application and notice on FileSite for future use (.2); email to Omni Management Group requesting service of the Norton Rose Fulbright, Pepper Hamilton and CohnReznick fourth monthly fee applications on interested parties (.3).

08/13/2018 S Costello B110 5.90 $360.00 $2,124.00 Review docket sheet to determine briefing schedules for appeal and email to R. Manns regarding same (.5); prepare and send calendar reminder of appellate briefing schedule to NRF team (.2); email to R. Manns regarding date of hearing for 60(b) motion (.1); prepare amended notice of hearing of 60(b) motion and forward to S. Shah (.3); revise amended notice of hearing of 60(b) motion (.2); electronically file with the court the committee's notice of


73535918.1




hearing on the 60(b) motion (.4); prepare and send calendar reminder to NRF team of hearing date for the 60(b) motion (.2); assist with preparation for filing the new adversary case (.9); prepare adversary cover sheet for new adversary to be filed (.5); multiple revisions to adversary cover sheet (.2); assist S. Shah with electronically filing with the court of the new adversary case (1.6); download pleadings filed for the new adversary case and forward to S. Shah (.8).

08/13/2018 S Shah B110 0.20 $370.00 $74.00 Confer with S. Costello regarding task items.

08/14/2018 S Costello B110 5.90 $360.00 $2,124.00 Download from Pacer the new adversary pleadings and load on FileSite along with the unsealed documents for future use (1.1); prepare two voluminous packets containing the complaint and exhibits (redacted and unredacted versions); adversary cover sheet; motion to file under seal; summons and scheduling order and coordinate details for service via first class U.S. Mail on the Omega defendants attorneys Michael Cooley and Mark Duedall (4.8).

08/14/2018 S Shah B110 0.60 $370.00 $222.00 Address service issues regarding Committee complaint.

08/15/2018 S Costello B110 1.40 $360.00 $504.00 Prepare return of service to indicate service of the new adversary proceeding was done August 14 via US Mail (.7); revise return of service (.1); electronically file with the court the committee's return of service in the new adversary case (.5); email to Omni requesting service of the motion to consolidate (.1).

08/16/2018 S Shah B110 0.10 $370.00 $37.00 Confer with Chambers regarding Motion to Consolidate.

08/17/2018 RE Manns B110 0.40 $720.00 $288.00 Confer with Debtors' counsel concerning latest developments.

08/17/2018 RE Manns B110 0.30 $720.00 $216.00 Confer with working group concerning scheduling issues in adversary proceedings and main case.

08/21/2018 S Costello B110 0.50 $360.00 $180.00 Prepare and send to NRF team multiple revisions of calendar reminders regarding start times for upcoming hearings and settlement conference in August.

08/21/2018 RE Manns B110 0.40 $720.00 $288.00 Multiple group emails with chambers and working group in advance of 7/24 settlement meeting with Judge Jernigan.

08/24/2018 S Shah B110 0.40 $370.00 $148.00 Confer with working group regarding various task items and status of settlement.

08/27/2018 RE Manns B110 0.50 $720.00 $360.00 Multiple calls with working group discussing status conference.

08/27/2018 RE Manns B110 0.30 $720.00 $216.00 Emails with chambers concerning re-


73535918.1




setting Committee's 60(b) motion.

08/27/2018 S Shah B110 0.20 $370.00 $74.00 Confer with R. Manns regarding briefing schedule and settlement negotiations.

08/28/2018 RE Manns B110 0.50 $720.00 $360.00 Call with Debtors and Plan Sponsor concerning issues raised in status conference.

08/29/2018 RE Manns B110 0.40 $720.00 $288.00 Multiple emails with chambers and working group concerning scheduling issues.

08/29/2018 S Costello B110 1.70 $360.00 $612.00 Prepare second amended Notice of Hearing for motion for relief and forward to R. Manna (.4); prepare and send calendar reminders to NRF team of upcoming briefing deadline in the district court appeal (.5); email to Omni to serve the notice of briefing deadlines on all interested parties (.2); electronically file with the court the committee's second amended Notice of Hearing (.4); prepare and send calendar reminder to NRF team of hearing date for motion for relief (.2).

08/29/2018 S Shah B110 0.20 $370.00 $74.00 Confer with S. Costello and R. Manns regarding service of filings and status of various task items.

08/30/2018 S Shah B110 0.20 $370.00 $74.00 Confer with S. Costello regarding administrative tasks.

08/30/2018 S Costello B110 4.90 $360.00 $1,764.00 Review docket sheet to locate objections to NRF fee applications and forward findings to L. Boydston (.7); prepare third amended notice of hearing on motion for relief and forward to R. Manns and S. Shah (..4); prepare notice of hearing on claim objection and forward to R. Manns and S. Shah (.4); electronically file with the District Court the certificate of service for serving the notice of briefing deadlines on interested parties (.4); multiple email to and from S. Henry regarding pro hac application to be filed in the District Court appeal (.4); revise pro hac applications for PH team (.3); electronically file with the District Court three pro hac applications (1.1); review first interim fee application for NRF and make minor formatting changes (.4); email to R. Manns and L. Boydston regarding NRF's first interim fee application (.1);electronically file with the court NRF's first interim fee application (.5); email to Omni requesting service of NRF's and PH's fee applications on interested parties (.2).

08/31/2018 RE Manns B110 0.30 $720.00 $216.00 Multiple emails with chambers and working group concerning October scheduling issues.

08/31/2018 S Shah B110 0.10 $370.00 $37.00 Confer with R. Manns regarding task list.

08/31/2018 S Costello B110 1.10 $360.00 $396.00 Download efiled pro hac vice


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applications for PH team that were filed in the District Court appeal along with orders granting same and forward to S. Henry (.6); review docket sheet for critical dates, and prepare and send calendar reminders to NRF team of upcoming omnibus hearing dates (.5).

TOTAL: TASK CODE B110 31.80 $13,303.00

08/16/2018 RE Manns B150 0.90 $720.00 $648.00 Attend and participate on call with Committee.

08/21/2018 S Shah B150 0.90 $370.00 $333.00 Various emails with Committee and working group regarding most recent pleadings.

08/29/2018 RE Manns B150 0.40 $720.00 $288.00 Emails with counsel for tort claimants concerning motion for leave to file a late filed claim (.2); review of proposed motion and order (.2).

TOTAL: TASK CODE B150 2.20 $1,269.00

08/09/2018 L Boydston B160 0.20 $650.00 $130.00 Prepare Notice of NRF's 4th Monthly Fee Statement.

08/09/2018 L Boydston B160 1.40 $650.00 $910.00 Finalize NRF 4th Monthly Fee Statement.

08/29/2018 S Shah B160 2.80 $370.00 $1,036.00 Prepare First Interim Fee Application.

08/30/2018 L Boydston B160 3.70 $650.00 $2,405.00 Finalize interim fee application.

08/30/2018 RE Manns B160 0.60 $720.00 $432.00 Review of NRF and PH interim fee apps.

08/30/2018 S Shah B160 4.20 $370.00 $1,554.00 Prepare First Interim Fee Application.

TOTAL: TASK CODE B160 12.90 $6,467.00

08/02/2018 S Shah B170 0.10 $370.00 $37.00 Review Omega objection to committee fees.

08/21/2018 RE Manns B170 0.60 $720.00 $432.00 Calls and emails with counsel for Omega and Committee working group concerning Omega objections and interim payments in accordance with compensation order.

TOTAL: TASK CODE B170 12.90 $469.00

08/15/2018 S Peirce B185 2.50 $690.00 $1,725.00 Research regarding landlord rejection claim issues in the Fifth Circuit

08/16/2018 RE Manns B185 1.20 $720.00 $864.00 Review and analyze 502(b)(6) case law in the Fifth Circuit and revise memo concerning same.

08/16/2018 S Peirce B185 5.00 $690.00 $3,450.00 Research regarding landlord rejection damages and draft memo to Ryan Manns regarding same

TOTAL: TASK CODE B185 8.70 $6,039.00

08/01/2018 S Shah B190 0.30 $370.00 $111.00 Prepare letter for Judge Hale regarding recharacterization action.


73535918.1




08/01/2018 S Shah B190 0.20 $370.00 $74.00 Emails with working group regarding committee response to Judge Hale regarding standing motion.

08/01/2018 KW Gluck B190 0.20 $780.00 $156.00 Revise letter to chambers.

08/01/2018 KW Gluck B190 0.10 $780.00 $78.00 Correspondence with Ryan Manns regarding same.

08/03/2018 S Shah B190 1.20 $370.00 $444.00 Prepare and revise Limited Order Granting Committee's Motion for Standing.

08/06/2018 S Shah B190 0.10 $370.00 $37.00 Review DLA cease and desist letter to Omega.

08/08/2018 S Shah B190 0.10 $370.00 $37.00 Review Omega's response to DLA letter.

08/10/2018 L Boydston B190 0.20 $650.00 $130.00 Confer with R. Manns and S. Shah on Motion to Consolidate.

08/10/2018 S Shah B190 1.10 $370.00 $407.00 Prepare and file notice of hearing regarding Committee's Rule 60 Motion; Prepare Motion to Consolidate.

08/13/2018 S Shah B190 3.90 $370.00 $1,443.00 Prepare complaint, exhibits, redactions and motion to seal.

08/13/2018 S Shah B190 2.20 $370.00 $814.00 Prepare motion to consolidate.

08/13/2018 L Boydston B190 2.70 $650.00 $1,755.00 Review, conform, and redact Committee Complaint pursuant to protective order and related conferences with R. Manns and S. Shah (1.3); pull and review exhibits and communications with C. Chuff (Pepper Hamilton) regarding same (.7); prepare exhibits for filing, including those under seal (.2); review motion to file under seal and related discussion with S. Shah (.2); communications and call with C. Chuff (Pepper Hamilton) regarding edits to Complaint (.2); discuss service issues with S. Shah and S. Costello (.1)

08/13/2018 L Boydston B190 0.40 $650.00 $260.00 Research and discussions with S. Shah regarding Judge Hale's request to brief Rule 3019 and whether it's per claim or per party.

08/14/2018 RE Manns B190 0.60 $720.00 $432.00 Review and revise motion to consolidate.

08/14/2018 S Shah B190 2.30 $370.00 $851.00 Research, revise, file and serve Motion to Consolidate.

08/14/2018 S Shah B190 0.40 $370.00 $148.00 Prepare and file sealed documents in Committee Adversary Proceeding pursuant to Order to File Documents Under Seal.

08/16/2018 S Shah B190 0.30 $370.00 $111.00 Confer with Chambers about scheduling Motion to Consolidate.

08/16/2018 S Shah B190 0.60 $370.00 $222.00 Prepare Committee Statement regarding Motion to Reconsider.

08/17/2018 RE Manns B190 0.50 $720.00 $360.00 Review Omega's response to motion for summary judgment and answer to Debtors' complaint.

08/17/2018 RE Manns B190 1.20 $720.00 $864.00 Review and revise statement in connection with motion for reconsideration.

08/17/2018 S Shah B190 6.10 $370.00 $2,257.00 Prepare and revise Committee Statement regarding Motion to Reconsider.


73535918.1




08/20/2018 S Shah B190 1.00 $370.00 $370.00 Revise and file (Amended) Motion to Consolidate; Confer with chambers regarding hearing date for motions to consolidate.

08/22/2018 S Shah B190 0.60 $370.00 $222.00 Prepare and file Notices of Hearing regarding Motions to Consolidate Complaints pursuant to Chambers' instructions.

08/23/2018 RE Manns B190 0.40 $720.00 $288.00 Analyze Omega's response to Rule 60(b) motion.

TOTAL: TASK CODE B190 26.70 $11,871.00

08/17/2018 RE Manns B255 0.30 $720.00 $216.00 Analyze Debtors' valuation motion.


08/23/2018 RE Manns B310 0.30 $720.00 $216.00 Review and analyze revised claim objection.

08/23/2018 S Shah B310 1.40 $370.00 $518.00 Review, revise, and file draft objection to Omega POC.

08/27/2018 S Shah B310 0.10 $370.00 $37.00 Confer with PH regarding filing exhibits for Objection to Omega POC.

TOTAL: TASK CODE B310 1.80 $771.00

08/13/2018 S Shah B320 2.10 $370.00 $777.00 Research issues regarding Rule 3019 per party v. per claim.

08/14/2018 S Shah B320 0.40 $370.00 $148.00 Call with Pepper Hamilton regarding 3019 research.

08/14/2018 S Shah B320 0.20 $370.00 $74.00 Call with S. Pierce regarding 3019 research.

08/15/2018 S Shah B320 1.50 $370.00 $555.00 Research case law regarding Rule 3019 and consolidated claims; Confer with J. Cline regarding same.

TOTAL: TASK CODE B320 4.20 $1,554.00

08/13/2018 S Peirce B325 0.80 $690.00 $552.00 Research regarding 3019 voting issue and email to S Shah regarding same


08/01/2018 RE Manns L160 1.50 $720.00 $1,080.00 Post status conference meeting with parties to discuss latest developments.

08/01/2018 RE Manns L160 0.60 $720.00 $432.00 Review and revise letter submission to chambers and emails with working group concerning same.

08/02/2018 KW Gluck L160 0.40 $780.00 $312.00 Conference with Ryan Manns regarding potential settlement options and strategy regarding same.

08/02/2018 S Shah L160 0.20 $370.00 $74.00 Confer with K. Gluck regarding negotiations and settlement.

08/03/2018 S Shah L160 0.30 $370.00 $111.00 Confer with working group regarding settlement negotiations.

08/06/2018 RE Manns L160 0.90 $720.00 $648.00 Analyze Omega settlement proposal and call with working group concerning


73535918.1




same.

08/06/2018 S Shah L160 0.80 $370.00 $296.00 Call with PH, NRF, and CR regarding Omega Proposal.

08/06/2018 S Shah L160 0.60 $370.00 $222.00 Review Omega Proposal and communications between various parties in interest regarding proposal and follow up questions.

08/07/2018 S Shah L160 0.20 $370.00 $74.00 Review emails to committee and questions for Omega regarding Omega Proposal.

08/09/2018 RE Manns L160 0.40 $720.00 $288.00 Review and analyze Omega responses to inquiries associated with proposed offer.

08/09/2018 S Shah L160 0.10 $370.00 $37.00 Review Omega's response to the Committee's questions regarding Settlement Proposal.

08/13/2018 S Shah L160 0.20 $370.00 $74.00 Review emails between NRF, PH, and CR working group re settlement offer withdrawal and budgets filed on docket.

08/24/2018 RE Manns L160 6.00 $720.00 $4,320.00 Attend and appear at settlement meeting.

TOTAL: TASK CODE L160 12.20 $7,968.00

08/01/2018 RE Manns L440 2.00 $720.00 $1,440.00 Prepare for status conference and call with Pepper Hamilton team to discuss same.

TOTAL: TASK CODE L440 2.0 $1,440.00

08/01/2018 RE Manns L450 2.00 $720.00 $1,440.00 Attend and appear at status conference.

08/01/2018 S Shah L450 1.40 $370.00 $518.00 Attend status conference hearing telephonically.

08/01/2018 KW Gluck L450 1.10 $780.00 $858.00 Attend status conference at bankruptcy court by telephone.

08/27/2018 RE Manns L450 1.50 $720.00 $1,080.00 Prepare for and attend and appear at status conference.

TOTAL: TASK CODE L450 6.00 $3,896.00

08/15/2018 RE Manns L510 0.30 $720.00 $216.00 Calls and multiple emails with working group concerning appeal issues.

08/27/2018 RE Manns L510 0.30 $720.00 $216.00 Multiple emails with working group concerning appeal issues.

08/27/2018 S Shah L510 0.40 $370.00 $148.00 Confer with working group regarding briefing schedule for appeal.

08/28/2018 RE Manns L510 0.30 $720.00 $216.00 Calls and emails with working group re: briefing schedule and notice for filing in District Court.

08/28/2018 S Shah L510 0.40 $370.00 $148.00 Revise and prepare Notice of Deadlines.

08/29/2018 S Shah L510 0.20 $370.00 $74.00 Prepare and file notice of deadlines for appeal.

TOTAL: TASK CODE L510 1.90 $1,018.00

TOTAL HOURS 112.20 $56,833.00



EXHIBIT E

Time Detail

Date Timekeeper Task Code Hours Rate Amount Narrative

09/04/2018 Sue Costello B110 2.20 $360.00 $792.00 Multiple email to R. Manns regarding status of the October 24 notices of hearing (.3); electronically file with the court the committee's notices of hearing for October 24 (.5); email to Omni requesting service of the four pleadings and two notices of hearing filed by the committee (.3); respond to email from S. Shah regarding status of August 1 hearing transcript (.2); review docket sheet and court's calendar for critical dates and deadlines to calendar (.9).

09/04/2018 Ryan E. Manns

B110 0.20 $720.00 $144.00 Multiple emails with Debtors' counsel and chambers concerning scheduling issues.

09/04/2018 Shivani Shah B110 0.20 $370.00 $74.00 Confer with R. Manns and S. Costello regarding task list.

09/04/2018 Shivani Shah B110 0.30 $370.00 $111.00 Review filed pleadings by Debtor, Plan Sponsor, and Omega.

09/04/2018 Shivani Shah B110 0.20 $370.00 $74.00 Confer with M. McLaughlin regarding transcripts.

09/05/2018 Shivani Shah B110 0.20 $370.00 $74.00 Review communications among working group and review pleadings.

09/06/2018 Sue Costello B110 2.40 $360.00 $864.00 Prepare and send calendar reminder to NRF team of September 7 telephonic hearing (.1); prepare first draft of witness and exhibit list for the September 17 hearing and forward to S. Shah (1.5); telephone call to CourtCall to coordinate details for R. Manns and S. Shah to appear




via telephone at the September 7 hearing (.4).; telephone call to S. Henry regarding CourtCall lines for the PH team (.2); review email from R. Manns regarding status of discovery developments (.2).


B110 0.30 $720.00 $216.00 Multiple group emails with Omega and Debtors concerning discovery and scheduling issues leading up to 9/17 contested hearings.


B110 0.30 $720.00 $216.00 Emails with chambers and working group concerning ruling on motions for reconsideration and motion to enforce.

09/06/2018 Shivani Shah B110 0.20 $370.00 $74.00 Confer with R. Manns regarding upcoming hearings.

09/07/2018 Shivani Shah B110 0.10 $370.00 $37.00 Confer with D. Corrado regarding questions.

09/07/2018 Shivani Shah B110 0.20 $370.00 $74.00 Confer with chambers regarding hearing schedule on 9.17.

09/10/2018 Sue Costello B110 0.40 $360.00 $144.00 Prepare and send calendar reminder for September 18 hearing and update calendar reminder for September 17 hearing.

09/11/2018 Sue Costello B110 1.70 $360.00 $612.00 Assist with exhibits to motion to seal.

09/11/2018 Shivani Shah B110 0.30 $370.00 $111.00 Communications with R. Manns regarding current issues and task list for the next couple of weeks.

09/12/2018 Sue Costello B110 2.10 $360.00 $756.00 Conference with S. Shah regarding status of the July fee application (.1); prepare Notice of Filing the July fee application and forward to S. Shah (.6); minor revisions to the July fee application (.3); electronically file with the




court NRF's monthly fee application for July (.5); electronically file with the court NRF's Notice of Filing the July fee application (.4); email to Omni requesting service of NRF's July fee application, PH's July fee application and CohnReznick's July fee application (.2).

09/13/2018 Sue Costello B110 10.20 $360.00 $3,672.00 Multiple conferences with S. Shah regarding preparation needed for September 17 hearing (.5); download the Committee's exhibits from PH database and label with exhibit numbers (2.4); review size of the Committee's exhibits and calculate number of pages for use in determining notebooks needed (.6); start assembling and preparing hearing notebook (3.7); multiple email to and from document specialists to have exhibit currently formatted as an excel spreadsheet converted to a pdf (.8); download and organize pleadings for hearing notebook (2.2);

09/13/2018 Shivani Shah B110 0.20 $370.00 $74.00 Communications with Chambers regarding scheduling of hearings.




09/14/2018 Sue Costello B110 6.10 $360.00 $2,196.00 Download additional exhibits from PH database (.9); conference with R. Manns regarding the witness and exhibit list (.2); revise witness and exhibit list (.1); electronically file with the court the committee's witness and exhibit list (.4); re-number exhibits and load on NRF DocShare (1.1); update NRF DocShare to allow permission for various parties to have access to the committee's exhibits (.6); burn two flash drives containing the committee's exhibits (.4); prepare letter toJudge Hale transmitting two flash drives containing the committee's exhibits and coordinate details for delivery via courier (.8); prepare insert for the committee's exhibit notebooks indicating that Exhibit 19 is on a flash drive due to size (.3); start preparing index of additional pleadings for use at the September 17 hearing (.5); start downloading additional pleadings for use at the September 17 hearing (.8).

09/15/2018 Sue Costello B110 4.50 $360.00 $1,620.00 Continue preparing index to notebook containing additional pleadings for use at the September 17 hearing (.5); coordinate details with the copy center for duplication of the committee's exhibits for the September 17 hearing (.4); continue downloading pleadings for the notebook containing additional




pleadings to be used at the September 17 hearing (1.4); start printing pleadings for notebook of additional pleadings for September 17 hearing (2.2).

09/16/2018 Sue Costello B110 7.80 $360.00 $2,808.00 Finish preparing hearing notebook (2.4); update and finalize additional pleadings notebooks (2.9); prepare and affix labels on all notebooks (1.3); prepare and affix labels on boxes going to the courtroom (1.2).

09/17/2018 Sue Costello B110 3.10 $360.00 $1,116.00 Finish preparing notebooks and boxes for use at the hearing (1.7); meet with driver from Special Delivery and give instructions on where to put the boxes in the courtroom (.3); burn the committee's exhibits on to multiple flash drives for use at the court (.8); coordinate details with technical support for use of a MiFi for the two day hearing (.3).

09/18/2018 Sue Costello B110 0.80 $360.00 $288.00 Load deposition transcripts of J. Blalock, J. Brecker and S. Lebowitz on FileSite (.5); emails to and from S. Shah regarding status of hearing (.3).

09/19/2018 Sue Costello B110 0.80 $360.00 $288.00 Prepare and send calendar reminder to NRF team regarding upcoming hearings (.2); telephone call to Special Delivery to coordinate details for couriering the boxes from the hearing back to NRF (.2); telephone call to CourtCall to coordinate details for R. Manns to appear via




telephone at the September 20 ruling (.4).

09/20/2018 Shivani Shah B110 0.70 $370.00 $259.00 Various communications with working group regarding admitted exhibits.

09/21/2018 Sue Costello B110 0.70 $360.00 $252.00 Electronically file with the court Appellant's Unopposed Motion to Extend Time to File and Serve Appellate Briefs (.5); upload on court's website the proposed order granting the unopposed motion(.2).

09/21/2018 Shivani Shah B110 0.10 $370.00 $37.00 Emails with working group regarding strategy of filing pleadings.

09/21/2018 Shivani Shah B110 1.00 $370.00 $370.00 Multiple communications with working group regarding exhibits, filing pleadings, and schedule of deadlines.

09/21/2018 Shivani Shah B110 0.30 $370.00 $111.00 Research local rules for claim objection and motion to dismiss.

09/22/2018 Sue Costello B110 0.40 $360.00 $144.00 Prepare and send to NRF team revised calendar reminders for updated briefing deadlines in the district court appeal.


B110 0.50 $720.00 $360.00 Multiple emails with chambers and working group concerning scheduling issues.

09/25/2018 Sue Costello B110 0.50 $360.00 $180.00 Prepare and send calendar reminders to NRF team of upcoming hearings and deadlines.



09/26/2018 Sue Costello B110 0.20 $360.00 $72.00 Prepare and send calendar reminders to NRF team of upcoming omnibus hearing dates.




09/26/2018 Shivani Shah B110 0.60 $370.00 $222.00 Coordinate with Debtors' counsel regarding transcripts of hearings.

09/28/2018 Shivani Shah B110 0.10 $370.00 $37.00 Communications with R. Manns regarding status of case.

09/28/2018 Sue Costello B110 0.10 $360.00 $36.00 Prepare and send to NRF team a calendar reminder of upcoming hearing date in the adversary case.

Total for Task Code B110

50.30

$18,731.00

09/04/2018 Shivani Shah B150 0.30 $370.00 $111.00 Prepare and send email to committee with pleadings filed by all parties in interest.


B150 0.50 $720.00 $360.00 Attend Committee call.

09/19/2018 Shivani Shah B150 0.60 $370.00 $222.00 Participate in Committee Call. 09/27/2018 Ryan E.

Manns B150 0.30 $720.00 $216.00 Call with counsel for tort

claimants re: latest developments.


1.70

$909.00

09/04/2018 Shivani Shah B155 0.10 $370.00 $37.00 Communications with various parties in interest regarding scheduling depositions.

09/06/2018 Shivani Shah B155 0.40 $370.00 $148.00 Communications regarding deposition scheduling and negotiations.


0.50

$185.00

09/05/2018 Liz Boydston B160 1.30 $650.00 $845.00 Begin work on July fee application.

09/07/2018 Liz Boydston B160 1.30 $650.00 $845.00 Begin August fee statement. 09/07/2018 Liz Boydston B160 3.70 $650.00 $2,405.00 Finalize July fee statement. 09/07/2018 Ryan E.

Manns B160 0.40 $720.00 $288.00 Review and revise fee

statement. 09/07/2018 Shivani Shah B160 0.60 $370.00 $222.00 Prepare August fee statement. 09/12/2018 Shivani Shah B160 0.30 $370.00 $111.00 Revise July fee statement for

filing.




09/27/2018 Shivani Shah B160 0.30 $370.00 $111.00 Review fees from July - September.


7.90

$4,827.00

09/04/2018 Shivani Shah B190 0.60 $370.00 $222.00 Revise committee's objection to compel payment.

09/04/2018 Shivani Shah B190 0.70 $370.00 $259.00 Revise and file objection to credit bid motion.

09/04/2018 Shivani Shah B190 0.80 $370.00 $296.00 Revise Committee's joinder and statement.

09/07/2018 Shivani Shah B190 0.40 $370.00 $148.00 Call with PH and DLA to discuss court's ruling.

09/07/2018 Shivani Shah B190 0.10 $370.00 $37.00 Confer with R. Manns regarding call with DLA and PH.

09/12/2018 Shivani Shah B190 0.60 $370.00 $222.00 Various calls and emails with M. McLaughlin regarding exhibits for 9.17.

09/12/2018 Shivani Shah B190 1.00 $370.00 $370.00 Confer with S. Costello regarding exhibits and W&E list for 9.17 and prepare the same.

09/14/2018 Shivani Shah B190 1.30 $370.00 $481.00 Various communications with working group regarding prep for hearings, supp objections, and depo designations.

09/14/2018 Shivani Shah B190 0.40 $370.00 $148.00 Review recently filed pleadings for 9.17 hearing.

09/21/2018 Shivani Shah B190 0.40 $370.00 $148.00 Revise motion to extend deadlines.

09/25/2018 Shivani Shah B190 0.40 $370.00 $148.00 Prepare and upload Orders granting Motions to Consolidate.

09/26/2018 Shivani Shah B190 0.40 $370.00 $148.00 Analysis of multiple communications with all parties regarding relevancy of 365(d)(4).


7.10

$2,627.00

09/04/2018 Shivani Shah B310 0.50 $370.00 $185.00 Review objection to claim. 09/10/2018 Shivani Shah B310 0.30 $370.00 $111.00 Various communications with

PH regarding motion to seal.




09/10/2018 Shivani Shah B310 0.40 $370.00 $148.00 Prepare motion to seal exhibits for claim objection.

09/10/2018 Shivani Shah B310 0.70 $370.00 $259.00 Confer with R. Manns regarding motion to seal file motion to seal (.2); Revise and file motion to seal (.5).

09/11/2018 Shivani Shah B310 1.00 $370.00 $370.00 Gather exhibits for claim objection to Omega POC.

09/11/2018 Shivani Shah B310 0.60 $370.00 $222.00 Prepare supplement to be filed with exhibits.

09/11/2018 Shivani Shah B310 0.70 $370.00 $259.00 Circulate exhibits to opposing counsel via data room upload.

09/11/2018 Shivani Shah B310 0.20 $370.00 $74.00 Revise order granting Motion to Seal pursuant to chambers' instructions.

09/11/2018 Shivani Shah B310 1.30 $370.00 $481.00 Prepare redacted and unredacted exhibits for filing.

09/11/2018 Shivani Shah B310 0.10 $370.00 $37.00 Confer with R. Manns regarding filing exhibits to objection to omega POC.

09/12/2018 Shivani Shah B310 0.30 $370.00 $111.00 Communications with J. Cline and M. McLaughlin regarding exhibits for claim objection.

09/21/2018 Shivani Shah B310 0.60 $370.00 $222.00 Call with PH regarding POC objection.

09/26/2018 Shivani Shah B310 0.10 $370.00 $37.00 Confer with R. Manns regarding exhibits for claim objection.


6.80

$2,516.00


L120 0.50 $720.00 $360.00 Review and revise draft objection to motion to credit bid.


L120 0.20 $720.00 $144.00 Multiple emails with working group concerning deposition scheduling in advance of 9/17 hearings.


L120 0.30 $720.00 $216.00 Multiple emails with counsel for Omega and Debtors concerning their respective positions on the Committee's motion to consolidate.





L120 0.40 $720.00 $288.00 Multiple communications with working group and Debtors' counsel concerning Court's rulings.


L120 0.30 $720.00 $216.00 Review multiple iterations of draft consent judgment and emails related to same.


L120 1.00 $720.00 $720.00 Post-conference meeting with Omega's counsel.


L120 0.40 $720.00 $288.00 Multiple emails with chambers concerning motion to seal certain exhibits.


L120 0.30 $720.00 $216.00 Review and comment on order granting motion to file exhibits under seal.


L120 0.60 $720.00 $432.00 Multiple emails with opposing counsel and working group concerning exhibit list issues.


L120 0.40 $720.00 $288.00 Review and revise supplement to objection to Omega's claim and emails with working group concerning same.


L120 0.40 $720.00 $288.00 Attention to motion to dismiss and answer filed by Omega in adversary proceeding.


L120 0.40 $720.00 $288.00 Multiple emails with Omega's counsel and Debtors' counsel concerning exhibit issues.


L120 0.80 $720.00 $576.00 Confer with working group in preparation with 9/17 hearings.


L120 0.60 $720.00 $432.00 Confer with working group concerning final exhibit list in advance of filing.


L120 0.50 $720.00 $360.00 Review and revise supplemental objection to Omega credit bid.


L120 0.40 $720.00 $288.00 Multiple emails with counsel for Omega and Debtors concerning exhibit issues.





L120 0.80 $720.00 $576.00 Review and analyze Omega credit bid pleadings, objections thereto and reply.


L120 1.50 $720.00 $1,080.00 Review and revise trial hearing designations (1.2); emails with working group, Omega and Debtors concerning same (.3).


L120 2.50 $720.00 $1,800.00 Attend and appear at sale motion and valuation motion hearings.


L120 0.20 $720.00 $144.00 Review revised sale order.


L120 0.70 $720.00 $504.00 Review and revise draft correspondence letter concerning scheduling issues.


L120 0.80 $720.00 $576.00 Call with working group concerning latest developments and strategy issues.


L120 0.30 $720.00 $216.00 Confer with Debtors' counsel concerning liquidation analysis.

Total for Task Code L120

14.30

$10,296.00


L440 0.50 $720.00 $360.00 Confer with working group concerning exhibit issues and draft witness and exhibit list.

09/06/2018 Shivani Shah L440 0.30 $370.00 $111.00 Prep for 9.17 hearing. 09/07/2018 Shivani Shah L440 0.60 $370.00 $222.00 Prepare W&E list for 9.17

hearing. 09/10/2018 Ryan E.

Manns L440 1.30 $720.00 $936.00 Prepare for 9/10 hearing and

calls and emails with working group concerning same.


L440 0.60 $720.00 $432.00 Confer with working group concerning exhibit issues and strategy considerations in advance of 9/17 hearing.

09/13/2018 Shivani Shah L440 0.20 $370.00 $74.00 Review hearing transcripts for relevant testimony.

09/13/2018 Shivani Shah L440 4.10 $370.00 $1,517.00 Multiple communications with working group; gather




and prepare exhibits for hearing on 9.17.

09/14/2018 Shivani Shah L440 1.40 $370.00 $518.00 Various communications and preparations of exhibits, debtors exhibits and Omega's exhibits for 9.17 hearing.

09/15/2018 Shivani Shah L440 1.00 $370.00 $370.00 Prepare transcript designations.

09/15/2018 Shivani Shah L440 2.70 $370.00 $999.00 Prepare exhibits and binders for hearing on 9.17.

09/16/2018 Shivani Shah L440 3.40 $370.00 $1,258.00 Prepare notice of designations, highlighted copies for service; and various communications regarding other hearing preparations.


L440 1.50 $720.00 $1,080.00 Post-hearing meetings with working group concerning 9/17 hearings.


L440 1.50 $720.00 $1,080.00 Meeting with working group preparing for 9/17 trial.


L440 1.30 $720.00 $936.00 Confer with working group in advance of 9/18 hearings.

09/19/2018 Shivani Shah L440 1.50 $370.00 $555.00 Discuss oral ruling, its effects, and strategy for remaining hearings.

09/19/2018 Shivani Shah L440 1.50 $370.00 $555.00 Strategy working session with NRF and PH working group.


23.40

$11,003.00


L450 0.40 $720.00 $288.00 Telephonic appearance for oral ruling on motion for reconsideration and motion to enforce settlement agreement.

09/07/2018 Shivani Shah L450 0.40 $370.00 $148.00 Oral ruling regarding Motion to Enforce and Motion to Reconsider.


L450 1.00 $720.00 $720.00 Attend and appear at status conference and motion to consolidate.


L450 8.00 $720.00 $5,760.00 Attend and appear at trial.




09/17/2018 Shivani Shah L450 10.70 $370.00 $3,959.00 Prepare for, attend and participate in trial regarding Motion to Credit Bid.


L450 8.50 $720.00 $6,120.00 Attend and appear at trial.

09/18/2018 Shivani Shah L450 11.00 $370.00 $4,070.00 Prepare for, attend, and participate in hearing regarding Motion to Credit Bid and Authorize Sale.


L450 1.50 $720.00 $1,080.00 Confer with working group in preparation for 9/20 hearings.


L450 1.00 $720.00 $720.00 Attend and appear at ruling on motion for right to credit bid.

09/19/2018 Shivani Shah L450 1.70 $370.00 $629.00 Prepare for and attend hearing on ruling of motion for right to credit bid.


L450 0.40 $720.00 $288.00 Appear (telephonically) at 4 West ruling.


44.60

$23,782.00


L510 0.40 $720.00 $288.00 Review and revise motion to extend appellate briefing deadlines.


L510 1.30 $720.00 $936.00 Review and revise motion to extend appeal deadlines (.7); multiple emails with working group and opposing counsel concerning same (.6).


1.70

$1,224.00

09/10/2018 Shivani Shah L520 0.40 $370.00 $148.00 Research NDTX local rules and requirements for appellate brief.


0.40

$148.00

Total

158.70

$76,248.00


73664234.3


EXHIBIT E

Time Detail

Date Timekeeper Task Code

Hour Rate Amount Narrative


B110 0.80 $720.00 $576.00 Emails with chambers regarding scheduling issues and request for status conference.

10/03/2018 Sue Costello B110 1.00 $360.00 $360.00 Prepare Notice of Hearing for October 10 status conference and forward to R. Manns (.4); electronically file with the court the Notice of Hearing for October 10 status conference (.3); email to Omni requesting the filed Notice of Hearing be served on all interested parties (.1); prepare and send to NRF team a calendar reminder of the upcoming status conference (.2).


B110 0.30 $720.00 $216.00 Multiple emails with chambers and working group concerning scheduling issues and status conference with respect to claim objection hearing.

10/04/2018 Sue Costello B110 1.00 $360.00 $360.00 Electronically file with the court the committee's proposed order granting motion to enforce (.3); telephone call to J. Bergreen regarding issue with uploaded proposed order (.1); revise proposed order granting motion to enforce (.3);


73664234.3




electronically file with the court the committee's revised proposed order granting motion to enforce (.3).

10/05/2018 Shivani Shah

B110 0.20 $370.00 $74.00 Communications with J. Cline regarding transcripts of 502(d) hearing.

10/08/2018 Sue Costello B110 0.10 $360.00 $36.00 Prepare and send calendar reminder to NRF team of upcoming hearing.


B110 0.20 $370.00 $74.00 Communications with NRF and PH working group regarding letter to chambers.


B110 0.90 $720.00 $648.00 Conference call with working group to discuss latest developments.


B110 0.40 $720.00 $288.00 Call with counsel for Omega to discuss scheduling issues.

10/09/2018 Sue Costello B110 0.90 $360.00 $324.00 Prepare Notice of Filing 6th monthly fee statement (.4); electronically file with the court the committee's 6th monthly fee statement and the notice of filing (.4); email to Omni requesting service of NRF, PH and CR 6th monthly fee applications on interested parties (.1).


B110 0.20 $720.00 $144.00 Email with chambers concerning letter correspondence from Committee.


73664234.3





B110 0.20 $720.00 $144.00 Multiple emails with notice agent and working group concerning service issues.

10/11/2018 Sue Costello B110 0.40 $360.00 $144.00 Email to B. Countryman requesting copy of 10/10/18 hearing transcript (.1); review transcript and save to FileSite (.3).

10/15/2018 Sue Costello B110 0.40 $360.00 $144.00 Prepare and send calendar reminders to NRF team of upcoming hearings and deadlines.


B110 0.40 $720.00 $288.00 Emails with working group, chambers and counsel for Omega concerning scheduling issues.


B110 0.40 $370.00 $148.00 Communications with working group regarding October hearings and scheduling.




B110 0.40 $720.00 $288.00 Calls and emails with Omega's counsel concerning scheduling issues.

10/16/2018 Sue Costello B110 0.40 $360.00 $144.00 Prepare first draft of witness and exhibit list for October 24 and forward to R. Manns and S. Shah.


B110 0.30 $370.00 $111.00 Prepare WE list for 10.24.


B110 0.60 $370.00 $222.00 Communications with working group regarding scheduling and hearings.


73664234.3




10/17/2018 Sue Costello B110 1.80 $360.00 $648.00 Update witness and exhibit list for October 24 and email to R. Manns and S. Shah (.4); prepare notice of hearing for motion reconsider and forward to R. Manns and S. Shah (.4); prepare notice of hearing for PH, CR and NRF first interim fee applications and forward to R. Manns and S. Shah (.4); electronically file with the court the committee's notice of hearing on the motion to reconsider and the notice of hearing on the first interim fee applications of PH, CR and NRF (.5); email to Omni requesting service of both notices of hearing on all interested parties (.1).


B110 0.30 $720.00 $216.00 Multiple emails with chambers concerning scheduling issues.

10/22/2018 Sue Costello B110 6.70 $360.00 $2,412.00

Multiple conferences with S. Shah regarding preparation needed for October 24 hearing (.4); start locating exhibits and preparing six copies of the Committee's exhibit notebooks (3.3); start locating exhibits and preparing one copy of Omega exhibits (2.9); email to L. Rojas at Bryan Cave requesting


73664234.3




copies of two exhibits on their exhibits list that we were not able to locate (.1).

10/23/2018 Sue Costello B110 6.10 $360.00 $2,196.00

Finalize notebooks containing the committee's exhibits (1.4); multiple conferences with S. Shah regarding preparation needed for upcoming hearing (.2); finalize notebook containing Omega's exhibits (1.3); finalize hearing notebook (.4); update hearing notebook with recently filed relevant pleadings (.8); prepare extra copies of witness and exhibits lists filed (.3); burn flash drives containing the committee's exhibits (.5); prepare copies of additional documents for use at the hearing (.3); coordinate details for obtaining MiFi and bottled water for use at the hearing (.4); organize and label boxes containing notebooks and other items for use at the hearing (.5).

10/25/2018 Sue Costello B110 0.20 $360.00 $72.00 Electronically file with the court the committee's proposed order granting motion to enforce settlement.


73664234.3




10/26/2018 Sue Costello B110 0.90 $360.00 $324.00 Prepare notice of hearing for PH, CR and NRF second interim fee application set November 28 and forward to R. Manns and S. Shah (.4); electronically file with the court the committee's witness and exhibit list for November 28 (.3); email to Omni requesting the PH and CR fee applications and the notice of hearing be served in interested parties (.2).

10/31/2018 Sue Costello B110 0.60 $360.00 $216.00 Electronically file with the court Fran Lawall's Third Supplemental Declaration in support of PH's retention application (.5); email to S. Henry forwarding efiled declaration (.1).


26.70

$11,249.00


B150 0.50 $720.00 $360.00 Emails with creditors concerning transfer of Colliersville facility.


B150 1.00 $720.00 $720.00 Attend and participate on Committee call.


B150 0.40 $720.00 $288.00 Multiple calls with counsel for tort claimants concerning latest case developments.


1.90

$1,368.00


73664234.3




10/09/2018 Liz Boydston

B160 0.90 $650.00 $585.00 Begin work on September fee statement.


B160 0.20 $720.00 $144.00 Review and revise August fee statement.

10/17/2018 Liz Boydston

B160 1.10 $650.00 $715.00 Work on September fee statement and discuss second interim with S. Shah.


B160 1.10 $370.00 $407.00 Prepare Second Interim Fee App.






B160 1.80 $720.00 $1,296.00

Review and revise second interim fee application.


B160 2.30 $370.00 $851.00 Prepare, revise and file Second Interim fee application.


B160 0.20 $370.00 $74.00 Revise NOH for fee apps; communications regarding same.


10.20

$5,034.00


B190 1.40 $370.00 $518.00 Revise orders to consolidate cases pursuant to chambers direction.


B190 1.80 $370.00 $666.00 Prepare and revise Letter to chambers regarding 10.10 status conference.


B190 0.20 $370.00 $74.00 Communications regarding plan, 3019, status conference and scheduling of the same.


B190 0.30 $720.00 $216.00 Call with Debtors' counsel to discuss status conference and 3019.


73664234.3





B190 0.50 $720.00 $360.00 Review and comment on draft stipulations and order consolidating adversaries.


B190 0.50 $370.00 $185.00 Revise stipulations for dismissal of adversaries.


B190 1.20 $720.00 $864.00 Review and revise statement in support of Debtors' 3019 motion and multiple emails with working group regarding same.


B190 0.30 $720.00 $216.00 Review motion to compel and multiple emails with chambers concerning Debtors' request for expedited setting.


B190 0.70 $720.00 $504.00 Review and revise statement in support of Debtors' 3019 motion and confer with working group regarding same.


B190 1.00 $370.00 $370.00 Revise and file Committee Statement in Support of 3019 Motion.


B190 0.20 $370.00 $74.00 Communications regarding designation of exhibits to be admitted for 3019 motion.


8.10

$4,047.00


L120 1.00 $720.00 $720.00 Working group call to discuss upcoming strategy concerns.


L120 0.40 $720.00 $288.00 Confer with Omega's counsel regarding 10/24 setting on claim objection hearing.


73664234.3





L120 0.80 $720.00 $576.00 Calls with working group to discuss latest scheduling developments.


L120 1.00 $720.00 $720.00 Review and revise multiple discovery related emails (.5); analysis of alternative scheduling order and local rules and emails with working group concerning same (.5).


L120 1.30 $720.00 $936.00 Review, revise and comment on draft letter to chambers and email with working group concerning same.


L120 0.20 $370.00 $74.00 Review local rules and judge specific guidelines regarding letter addressed to chambers.


L120 0.70 $720.00 $504.00 Review and revise letter to chambers concerning scheduling issues.


L120 0.60 $720.00 $432.00 Analysis of 3019 motion and motion for expedited setting.


L120 0.60 $370.00 $222.00 Communications with NRF and PH working group regarding stipulation of dismissals of adversaries and status conference.


L120 0.20 $720.00 $144.00 Confer with working group concerning latest developments with Monroe and strategy issues.


L120 0.40 $720.00 $288.00 Confer with working group concerning witness and exhibit


73664234.3




issues (.2); attention to draft witness and exhibit list (.2).


L120 0.20 $720.00 $144.00 Revisions to draft witness and exhibit list.


L120 0.60 $370.00 $222.00 Prepare Witness and Exhibit list (.3); communications with NRF working group regarding same and NOHs (.3).


L120 0.40 $720.00 $288.00 Multiple emails with working group and Debtors and Omega concerning exhibit issues.


8.40

$5,558.00


L160 0.30 $720.00 $216.00 Emails with Debtors concerning settlement meeting and confer with working group regarding same.


L160 0.30 $370.00 $111.00 Prepare order enforcing settlement.


L160 0.60 $720.00 $432.00 Confer with Debtors' counsel and Omega's counsel regarding mediators and settlement issues.


L160 0.30 $720.00 $216.00 Emails with working group and counsel for Omega concerning order granting settlement agreement.


1.50

$975.00


L310 0.20 $720.00 $144.00 Multiple emails with Debtors' counsel and working group concerning upcoming depositions.


73664234.3





L310 0.20 $370.00 $74.00 Review requests for discovery.


0.40

$218.00


L440 0.60 $370.00 $222.00 Prepare materials for status conference.


L440 0.60 $720.00 $432.00 Prepare for status conference to discuss scheduling issues.


L440 0.20 $720.00 $144.00 Analyze Omega's witness and exhibit list.


L440 0.40 $720.00 $288.00 Review and revise witness and exhibit list and emails regarding same.


L440 0.60 $720.00 $432.00 Review and revise witness and exhibit list and multiple emails with working group concerning same.


L440 2.50 $370.00 $925.00 Prepare, revise, and file W&E list for 10.24.


L440 0.30 $720.00 $216.00 Analyze Debtors' witness and exhibit list and emails with working group concerning same.


L440 0.20 $370.00 $74.00 Communications with working group regarding last minute pleadings and exhibit lists.


L440 0.80 $370.00 $296.00 Gather and prepare exhibits for 10.24 hearing.


L440 3.00 $720.00 $2,160.00

Prepare for 3019 hearing with working group.


L440 0.40 $370.00 $148.00 Prepare pleadings and exhibits for hearing.


L440 2.10 $370.00 $777.00 Strategy session with NRF and PH working group.


73664234.3





11.70

$6,114.00


L450 1.40 $720.00 $1,008.00

Attend and appear at status conference.


L450 1.70 $720.00 $1,224.00

Attend and appear at motion to compel hearing.


L450 1.10 $370.00 $407.00 Telephonically listen to hearing regarding motion to compel.


L450 9.00 $720.00 $6,480.00

Prepare for, attend and appear at 3019 trial.


L450 8.90 $370.00 $3,293.00

Continuous preparations for and participation in hearing on 3019 Motion with NRF and PH working group.


22.10

$12,412.00


L510 0.60 $720.00 $432.00 Confer with working group concerning notice of withdrawal of appeal (.2); review and revise notice of withdrawal (.4).


L510 0.10 $370.00 $37.00 Prepare and file Notice to Withdraw Appeal.


L510 0.50 $370.00 $185.00 Prepare notice to withdraw appeal.


L510 0.10 $370.00 $37.00 Communications with R. Manns regarding revisions to notice to withdraw appeal.


L510 0.10 $370.00 $37.00 Communications with district court regarding withdrawal of appeal.


1.40

$728.00

TOTAL 92.40 $47,703.00



EXHIBIT E

Time Detail

Date Timekeeper Task Code Hour Rate Amount Narrative


B110 0.40 $720.00 $288.00 Confer with working group concerning scheduling and budget issues.

11/08/2018 Sue Costello B110 0.40 $360.00 $144.00 Analysis of docket sheet for critical dates, prepare and send to NRF team calendar reminders of upcoming hearing dates and deadlines.

11/12/2018 Sue Costello B110 1.30 $360.00 $468.00 Prepare first drafts of witness and exhibits lists for the November 26 hearing and the November 28 hearing and forward to R. Manns.

11/12/2018 Shivani Shah B110 0.10 $370.00 $37.00 Confer with K. Gluck regarding status of case and upcoming hearings.

11/14/2018 Shivani Shah B110 0.90 $370.00 $333.00 Review and analyze Omega's memo regarding Finality of Settlement Order.

11/15/2018 Sue Costello B110 0.20 $360.00 $72.00 Analysis of October 23 and October 24 hearing transcripts and load on FileSite for future use.

11/16/2018 Shivani Shah B110 0.30 $370.00 $111.00 Prepare W&E list for 11.26 and 11.28.

11/17/2018 Sue Costello B110 0.90 $360.00 $324.00 Revise November 28 witness and exhibit list.

11/19/2018 Sue Costello B110 2.60 $360.00 $936.00 Multiple email to and from R. Manns regarding preparation of the November 26 and November 28 witness and exhibit list (.4); multiple conferences with R. Manns regarding status of monthly fee application for filing (.4); multiple revisions to the October monthly fee application and notice (.9); electronically file with the court NRF's monthly fee statement and notice (.6); email to Omni requesting service on interested parties of




the NRF, PH and CR October monthly fee applications (.3).

11/20/2018 Sue Costello B110 6.90 $360.00 $2,484.00 Multiple emails to and from R. Manns regarding preparation needed for November 26 and November 28 hearings (.5); email to IT requesting MiFi for use at the hearings (.1); revise witness and exhibit list for November 28 and email to R. Manns regarding same.(.7); electronically file PH's fourth supplemental declaration and email to S. Henry regarding same (.5); prepare additional revisions to the witness and exhibit list for November 28 (.8); start locating and downloading electronic versions of possible exhibits for the November 28 hearing (1.6) assist with preparation of supplemental brief (2.7).


B110 0.40 $720.00 $288.00 Review chambers' docket for 11/21, 11/26 and 11/28 and multiple emails with working group concerning same.

11/21/2018 Sue Costello B110 3.90 $360.00 $1,404.00 Prepare notice of telephonic status conference for November 21 and forward to R. Manns (.4); prepare and send to NRF team a calendar reminder of deadline to object to motion to reject (.2); multiple revisions to witness and exhibit list for November 28 (.9); prepare notice of status conference for November 28 and forward to R. Manns (.4); additional revisions to witness and exhibit list for November 28 (.9); multiple email to and from R. Manns regarding preparation needed for November 28 hearing (.5); coordinate details (MiFi, conference rooms, bottled




water, etc.) for upcoming hearings (.6).


B110 1.20 $720.00 $864.00 Multiple emails with chambers concerning status conference on 11/21 and scheduling issues for week of 11/26 (.9)0; calls and emails with working group concerning same (.3).

11/23/2018 Sue Costello B110 0.80 $360.00 $288.00 Pull electronic versions of new exhibits for November 28 hearing.

11/26/2018 Sue Costello B110 6.80 $360.00 $2,448.00 Prepare and send email to courtroom deputy requesting permission for PH team to bring electronics into the courtroom for the November 28 hearing (.3); follow up telephone call to J. Bergreen regarding request for J. Cline to appear via telephone for the November 26 hearing (.3); prepare the committee's exhibit notebooks (3.8); email to R. Manns regarding conference rooms for November 26-28 (.1); prepare notebook containing NRF fee statements and objections filed (1.8); multiple conferences with R. Manns regarding preparation needed for November 28 hearing (.5).


B110 0.20 $720.00 $144.00 Emails with chambers concerning status conference and CourtCall setting.

11/27/2018 Sue Costello B110 5.90 $360.00 $2,124.00 Multiple email to and from R. Manns regarding preparation needed for November 28 hearing (.5); prepare amended witness and exhibit list for November 28 hearing (.6); prepare notebooks containing exhibits listed by the Debtor and by Omega (1.4); update the committee's exhibit notebooks to include new exhibits listed on amended witness and exhibit list (2.7);




revise amended witness and exhibit list for November 28 hearing (.3); electronically file response in new appeal filed with the district court (.4).

11/28/2018 Sue Costello B110 1.30 $360.00 $468.00 Serve appeal Response on Omega entities and Debtor (.8); revise certificate of service (.3); electronically file the certificate of service on the court's system (.2).

11/29/2018 Shivani Shah B110 0.40 $370.00 $148.00 Communications with R. Manns regarding the hearings on 11.26 and 11.28 and next steps.

Total for Task Code B110 34.90 $13,373.00


B150 0.70 $720.00 $504.00 Attend and appear on Committee call.

Total for Task Code B150 0.70 $504.00

11/05/2018 Shivani Shah B160 0.10 $370.00 $37.00 Communications with R. Manns and L. Boydston regarding preparing September Fee Statement.


B160 0.30 $720.00 $216.00 Review and comment on September fee statement.

11/06/2018 Shivani Shah B160 1.80 $370.00 $666.00 Prepare, file and serve October Fee Statement and Notice of Fee Statement.

11/13/2018 Shivani Shah B160 1.40 $370.00 $518.00 Prepare October Fee Statement.

11/14/2018 Shivani Shah B160 0.20 $370.00 $74.00 Communications with NRF and PH working group regarding October Fee Statements.

11/14/2018 Shivani Shah B160 1.00 $370.00 $370.00 Continue preparing October Fee Statement.


B160 0.30 $720.00 $216.00 Review and comment on October fee statement in advance of filing.

11/16/2018 Shivani Shah B160 0.30 $370.00 $111.00 Communications with working group regarding October fee Statement.


B160 0.60 $720.00 $432.00 Review and analyze Omega objections to interim fee applications and confer with




working group concerning same.


B160 1.50 $720.00 $1,080.00 Review and revise statement in support of interim fee applications.


B160 2.10 $720.00 $1,512.00 Prepare for contested interim fee application hearings.


11/02/2018 Shivani Shah B190 0.40 $370.00 $148.00 Communications with working group regarding Rule 60(b) motion.

11/15/2018 Shivani Shah B190 2.50 $370.00 $925.00 Multiple communications, review and prep for 502(d) pleadings and hearings.


11/29/2018 Shivani Shah B320 0.40 $370.00 $148.00 Review and analyze 3019 opinion.



L120 0.40 $720.00 $288.00 Multiple emails with working group concerning witness and exhibit lists for 11/26 and 11/28.


L120 0.80 $720.00 $576.00 Review and revise draft witness and exhibit lists and emails concerning same.


L120 3.60 $720.00 $2,592.00 Review and comment on 502(d) brief in advance of filing (2.8); multiple calls and emails with working group concerning same (.80);


L120 0.40 $720.00 $288.00 Review and revise witness and exhibit lists and emails with working group concerning same.


L120 1.10 $720.00 $792.00 Review and revise draft witness lists for 11/26 and 11/28 hearings and emails with working group re: same.


L120 0.40 $720.00 $288.00 Calls and emails with working group concerning status conference and communications with chambers.





L120 0.30 $720.00 $216.00 Attention to communications with Debtors and Omega re: continuance of matters set for hearing.


L120 0.40 $720.00 $288.00 Review and revise witness and exhibit list for 11/28.


L120 0.50 $720.00 $360.00 Review and revise witness and exhibit list in advance of filing.


L120 0.40 $720.00 $288.00 Review and revise amended witness and exhibit list.


L120 0.50 $720.00 $360.00 Analyze order granting 3019 motion.


L120 0.30 $720.00 $216.00 Analyze Debtors' disbursements to professionals and emails with working group re: same.


L120 0.40 $720.00 $288.00 Attention to multiple working group emails concerning budget issues and payments to professionals and correspondence with chambers.


L120 0.20 $720.00 $144.00 Review proposed confirmation scheduling order and emails with Debtors counsel and working group concerning same.

Total for Task Code L120 9.70 $6,984.00

11/16/2018 Shivani Shah L440 0.30 $370.00 $111.00 Communications regarding W&E list for 11.26 and 11.28 and prepare same.


L440 0.90 $720.00 $648.00 Prepare for 11/28 interim fee application and motion to reject hearings.

Total for Task Code L440 1.20 $759.00


L450 1.50 $720.00 $1,080.00 Attend and appear at 11/26 status conference.


L450 2.10 $720.00 $1,512.00 Attend and appear at 11/28 hearings.



L510 0.40 $720.00 $288.00 Attention to Omega notice of appeal settlement order and motion for leave and emails




with working group concerning same.


L510 1.10 $720.00 $792.00 Attention to procedural issues associated with response to motion for leave to appeal and confer with working group concerning same.


L510 0.90 $720.00 $648.00 Review and revise response in opposition to motion for leave to appeal in advance of filing.


TOTAL 65.40 $32,393.00



EXHIBIT E

Time Detail


12/01/2018 Sue Costello B110 0.20 $360.00 $72.00 Prepare and send to NRF team a calendar reminder of the December 4 telephonic hearing.

12/06/2018 Sue Costello B110 1.40 $360.00 $504.00 Analysis of docket sheet for upcoming hearings and critical dates (.6); prepare and send calendar reminder to NRF team of upcoming status conference (.1); prepare and send calendar reminders to NRF team of all upcoming confirmation hearing deadlines (.7).


B110 0.20 $370.00 $74.00 Communications with R. Manns regarding status of case.

12/07/2018 Sue Costello B110 2.30 $360.00 $828.00 Conference with S. Shah regarding possible preparation needed for upcoming hearings (.2); prepare pro hac vice applications and proposed orders for D. Detweiler, F. Lawall and J. Cline and forward to S. Henry with instructions (2.1).


B110 0.30 $720.00 $216.00 Emails with chambers and parties concerning upcoming Omega motion to dismiss hearing.


B110 0.30 $370.00 $111.00 Communications with S. Costello regarding prep for upcoming hearings.


B110 0.10 $370.00 $37.00 Prepare pro hac vices for PH for Omega appeal.


B110 0.20 $720.00 $144.00 Emails with counsel for Omega for certificate of conference purposes on motion to strike.


B110 0.40 $370.00 $148.00 Communications and attention to transcripts for hearings on 11/26 and 11/28.




B110 0.60 $720.00 $432.00 Analyze claims agent voting declaration and exhibits in support of same.


B110 0.20 $720.00 $144.00 Emails with chambers and working group concerning setting on motion to strike.


B110 0.30 $720.00 $216.00 Attention to scheduling order for confirmation and upcoming expert deadline designation.


B110 0.40 $720.00 $288.00 Call with Omega's counsel concerning response in opposition to expedited setting and review same.


B110 0.30 $720.00 $216.00 Attention to multiple emails with chambers concerning scheduling issues and communicate with working group concerning same.


B110 0.50 $370.00 $185.00 Multiple communications with chambers regarding the filing and scheduling of Committee Motion to Interpret.


B110 2.40 $370.00 $888.00 Multiple communications with parties in interest regarding scheduling of Motion to Interpret and agenda for hearings on 12.18 and 12.19.


B110 0.20 $370.00 $74.00 Review and analyze Omega's objection to Motion to Expedite.

12/17/2018 Sue Costello B110 3.30 $360.00 $1,188.00 Prepare and send calendar reminders to NRF team of upcoming hearings and deadlines (.3); email to J. Bergreen, courtroom deputy, requesting permission for F. Lawall to bring personal electronics into the courtroom for the December 18 hearing (.1); multiple conferences with S. Shah regarding preparation needed for December 18 hearing (.3); prepare hearing notebook for December 18 hearing for use by R. Manns (1.1); revise pro hac vice applications for D. Detweiler, F. Lawall and J. Cline (.6); electronically file pro hac vice



applications for the new appeal filed in the District Court for D. Detweiler, F. Lawall and J. Cline (.8); forward pdf's of electronically file pro hac vice applications to S. Henry (.1).


B110 0.10 $370.00 $37.00 Communications with working group regarding scheduling of pending motions.

12/18/2018 Sue Costello B110 0.80 $360.00 $288.00 Assist with preparation for December 18 hearing.


B110 0.40 $720.00 $288.00 Analysis of proposed scheduling order for confirmation and motion to interpret.


B110 0.30 $720.00 $216.00 Emails with chambers and working group concerning order granting motion to expedite.


B110 0.20 $370.00 $74.00 Communications with working group regarding transcripts for specific hearings.


B110 0.40 $720.00 $288.00 Review and comment on final version of stipulation and scheduling order.


B110 0.30 $720.00 $216.00 Multiple emails with Debtors and working group concerning draft stipulation and order granting expedited motion.


B110 0.20 $720.00 $144.00 Attention to multiple emails with chambers concerning revised stipulation and confirmation hearing setting (.1); emails with working group re: same (.1).


B110 0.20 $720.00 $144.00 Emails with Debtors' counsel and Omega's counsel concerning adversary proceeding dismissal issues.


B110 0.30 $720.00 $216.00 Multiple emails with Debtors' counsel and working group concerning scheduling and briefing related issues.


16.80

$7,676.00


B150 0.80 $720.00 $576.00 Calls and emails with counsel for tort claimants concerning confirmation.




B150 0.80 $720.00 $576.00 Attend and appear on Committee call.


B150 0.40 $720.00 $288.00 Call with counsel for tort claimants concerning proposed inserts to confirmation order concerning reconciliation procedures.


B150 0.30 $720.00 $216.00 Multiple emails with counsel for tort claimants concerning revised scheduling deadlines.


2.30

$1,656.00


B160 0.40 $370.00 $148.00 Prepare November fee statement and Notice.


B160 0.40 $720.00 $288.00 Review and revise November fee statement.


B160 0.50 $370.00 $185.00 Prepare proposed orders granting interim compensation.


B160 1.80 $370.00 $666.00 Prepare November fee statement and Notice.


B160 0.60 $720.00 $432.00 Confer with working group concerning proposed omnibus order approving interim applications and review of same.


B160 1.60 $370.00 $592.00 Prepare proposed omnibus order granting committee fee applications.


B160 0.40 $720.00 $288.00 Multiple emails with working group concerning reviewed orders approving interim orders and communications from chambers.


B160 1.80 $370.00 $666.00 Prepare and upload proposed orders granting interim fee applications of NRF, PH and CohnReznick.


B160 1.00 $370.00 $370.00 Prepare third interim fee application.


B160 0.10 $370.00 $37.00 Communications with PH regarding November Fee Statement.


B160 0.50 $370.00 $185.00 Prepare, file and serve all Committee Professionals' November fee statements.


B160 1.70 $370.00 $629.00 Prepare Third Interim Fee App.




B160 3.00 $370.00 $1,110.00 Prepare third interim fee app.


B160 0.10 $370.00 $37.00 Communications regarding third interim fee applications of committee's professionals.


13.90

$5,633.00


B185 0.40 $720.00 $288.00 Review and comment on proposed order to reject Laurel Baye lease.


0.40

$288.00


B190 0.10 $370.00 $37.00 Review and analyze Motion to Assume TSA.


B190 0.30 $370.00 $111.00 Multiple communications regarding stipulation to dismiss adversary proceedings.


B190 0.50 $370.00 $185.00 Multiple communications with working group regarding Omega's Motion to Reconsider and possible Motion to Continue.


B190 2.70 $370.00 $999.00 Prepare, revise, file and serve Motion to Interpret Omega Settlement Agreement and Motion to Expedite.


B190 0.40 $370.00 $148.00 Prepare order to grant motion to expedite.


B190 0.30 $370.00 $111.00 Communications with R. Manns and D. Corrado regarding stipulation and order to expedite.


B190 0.20 $370.00 $74.00 Revise Order Granting Motion to Expedite.


B190 0.30 $370.00 $111.00 Prepare notice and proposed order for Motion to Expedite conforming to the Stipulation.


B190 0.30 $370.00 $111.00 Prepare proposed order granting motion to expedite.


B190 0.30 $370.00 $111.00 Prepare Notice of Hearing for Motion to Interpret.


B190 3.40 $370.00 $1,258.00 Prepare, revise and file Joinder to Debtors’ Response to Motion for Reconsideration.


8.80

$3,256.00




B320 0.80 $720.00 $576.00 Calls and emails with counsel for tort claimants concerning Plan inquiries.


B320 0.10 $370.00 $37.00 Communications regarding Plan and treatment of tort claimants.


B320 0.90 $720.00 $648.00 Call with counsel for tort claimants, Debtors and HCN concerning Plan administration issues.


B320 0.40 $370.00 $148.00 Prepare Notice of Expert Designation for Confirmation hearing.


B320 0.80 $720.00 $576.00 Review and analyze draft confirmation order circulated by Debtors' counsel.


B320 0.40 $720.00 $288.00 Analyze Debtors' memorandum in support of confirmation.


B320 0.20 $720.00 $144.00 Review and analyze notice of amended Plan supplement.


3.60

$2,417.00


B325 0.40 $720.00 $288.00 Analyze Omega's Plan objection.


0.40

$288.00


L120 0.20 $720.00 $144.00 Attention to revised cash collateral stipulation.


L120 0.30 $720.00 $216.00 Confer with working group concerning status of settlement negotiations.


L120 0.70 $720.00 $504.00 Review and analyze list of prepared questions from counsel for tort claimants related to confirmation.


L120 0.60 $720.00 $432.00 Analyze motion to approve transition services agreement (.4); confer with Debtors' counsel concerning same (.2).


L120 0.90 $720.00 $648.00 Review and comment on draft stipulations dismissing Committee adversary against Omega.


L120 0.30 $720.00 $216.00 Call with counsel for Omega concerning Committee's comments to proposed stipulation of dismissal.




L120 1.90 $720.00 $1,368.00 Multiple revisions to draft stipulations (1.5); multiple emails with working group concerning same (.4).


L120 0.60 $720.00 $432.00 Calls with working group concerning draft dismissals of recharacterization adversary proceedings.


L120 0.40 $720.00 $288.00 Emails with chambers concerning status update on stipulation of dismissal (.2); call with Omega's counsel concerning same (.2).


L120 0.90 $720.00 $648.00 Call with Debtors' counsel concerning TSA and Laurel Baye rejection order issues.


L120 1.10 $720.00 $792.00 Review and comment on motion to strike (.7); multiple emails with working group in connection with same in advance of filing (.4).


L120 0.80 $720.00 $576.00 Review and analyze Omega's motion for reconsideration.


L120 0.40 $720.00 $288.00 Review and analyze Debtors' preliminary objection to Omega's motion for reconsideration.


L120 0.30 $720.00 $216.00 Review motion to continue samples and local rules concerning same.


L120 0.30 $720.00 $216.00 Multiple emails with working group and attention to draft motion to continue.


L120 1.50 $720.00 $1,080.00 Review and revise motion to interpret settlement agreement.


L120 0.30 $720.00 $216.00 Confer with counsel for Omega and the Debtors concerning expedited setting on motion to interpret.


L120 0.20 $370.00 $74.00 Communications with R. Manns regarding status of case and strategy for confirmation hearing.


L120 0.40 $720.00 $288.00 Confer with Debtors' counsel re: scheduling issues and motion to interpret settlement agreement.


L120 0.30 $720.00 $216.00 Call with working group to discuss Laurel Baye



indemnification issues and preparation for 12/18 hearings.


L120 0.20 $720.00 $144.00 Emails with Omega's counsel concerning motion to interpret settlement agreement.


L120 0.30 $720.00 $216.00 Call with Omega's counsel concerning 12/18 hearings.


L120 0.60 $720.00 $432.00 Review Omega motion for leave to amend and Committee response in opposition.


L120 0.60 $720.00 $432.00 Analyze Omega motion for leave to appeal and Committee's response.


L120 2.00 $720.00 $1,440.00 Meetings with working group to discuss strategy for 12/18 status conference.


L120 0.80 $720.00 $576.00 Review and comment on draft discovery requests for production, admissions and interrogatories.


L120 0.80 $720.00 $576.00 Call with counsel for Debtors and tort claimants to discuss proposed modifications to Confirmation order.


L120 0.30 $720.00 $216.00 Emails with Omega's counsel concerning Third Requests for Production.


L120 0.30 $720.00 $216.00 Review and analyze counsel for tort claimants proposed inserts to confirmation order.


L120 0.30 $720.00 $216.00 Attention to revised stipulation and emails with working group concerning same.


L120 0.80 $720.00 $576.00 Analyze research regarding objections to propounded interrogatories.


L120 0.30 $720.00 $216.00 Review and revise witness and exhibit list.


L120 0.50 $720.00 $360.00 Review and comment on proposed inserts into confirmation order to address tort claimant objections.


L120 0.40 $720.00 $288.00 Call with counsel for tort claimants to discuss modified Plan inquiries and revisions to confirmation order.


L120 0.40 $720.00 $288.00 Analyze Omega's response to motion to interpret settlement agreement and working group emails concerning same.




L120 0.60 $720.00 $432.00 Further review of case law analysis regarding objections to interrogatories and emails with working group re: same.


L120 1.10 $720.00 $792.00 Review and revise joinder in support of supplemental objection.


L120 0.20 $720.00 $144.00 Confer with working group concerning reply to Omega's opposition to motion to interpret.


L120 0.30 $720.00 $216.00 Review and analyze Debtors' supplemental objection to Omega's motion for reconsideration.


23.20

$16,634.00


L310 2.30 $370.00 $851.00 Prepare First Set of Interrogatories and Requests for Admission.


L310 0.80 $720.00 $576.00 Confer with working group concerning revisions to discovery in advance of serving on Omega.


L310 0.60 $720.00 $432.00 Analyze Omega requests for production and interrogatories.


L310 0.40 $370.00 $148.00 Research regarding objections to discovery.


L310 1.90 $370.00 $703.00 Research regarding objections to interrogatories.


L310 0.30 $720.00 $216.00 Multiple emails with working group concerning discovery issues.


L310 1.10 $720.00 $792.00 Review and comment on draft responses and objections to interrogatories and requests for production.


L310 2.60 $370.00 $962.00 Revise Committee response and objection to Omega's Interrogatories.


L310 0.90 $370.00 $333.00 Set up FTP site for production of documents to Omega.


L310 0.40 $720.00 $288.00 Analyze Omega's responses and objections to the Committee's requests for production.


L310 1.40 $720.00 $1,008.00 Final revisions to discovery responses and objections and



emails with Debtors and Omega concerning same.


12.70

$6,309.00


L440 0.50 $370.00 $185.00 Prepare Notice for expert designation.


L440 1.20 $370.00 $444.00 Prepare Notice of hearing withdrawal and WE list.


L440 0.90 $370.00 $333.00 Prepare and file witness and exhibit list for 12.18.


L440 1.00 $370.00 $370.00 Prepare materials for hearing on 12.18.2018.


L440 2.00 $370.00 $740.00 Prepare materials and strategize for hearing on 12.18.


L440 0.30 $370.00 $111.00 Collect documents in preparation of hearing on Motion to Interpret.


L440 0.40 $370.00 $148.00 Prepare for hearing on motion to interpret.


6.30

$2,331.00


L450 0.30 $720.00 $216.00 Attend and appear at ruling on interim fee applications.


L450 2.00 $720.00 $1,440.00 Attend and appear at extended status conference.


L450 0.70 $370.00 $259.00 Attend (telephonically) hearing.


3.00

$1,915.00


L510 0.30 $370.00 $111.00 Attention to deadlines for Omega's appeal.


L510 0.70 $720.00 $504.00 Analyze research concerning motion to strike designations and emails with working group concerning same.


L510 0.30 $720.00 $216.00 Attention to appeal deadlines and designation issues.


L510 0.10 $370.00 $37.00 Communications with working group regarding cross-designations and motion to strike.


L510 2.80 $370.00 $1,036.00 Review, revise, and file Motion to Strike and Proposed Order.




L510 0.50 $370.00 $185.00 Prepare, file and serve notice of hearing of Motion to Strike Designations.


4.70

$2,089.00

TOTAL 96.1 $50,492.00


Date.docx - 1 -

DATE TIMEKEEPER TASK CODE HOUR RATE AMOUNT NARRATIVE

01/02/2019 Sue Costello B110 1.10 $360.00 $396.00

Prepare and send multiple calendar reminders to NRF team of upcoming hearings and deadlines (.8); coordinate details for use of MiFi for January 8 hearing (.2); prepare and send email to J. Bergreen requesting permission for Pepper Hamilton attorneys to bring electronics into the courtroom for the January 8 hearing (.1).

01/02/2019 Ryan E. Manns B110 0.30 $720.00 $216.00 Emails with counsel for Omega and working group concerning deposition logistics.

01/02/2019 Shivani Shah B110 0.30 $370.00 $111.00 Review and analyze pleadings filed by Omega.

01/04/2019 Shivani Shah B110 0.20 $370.00 $74.00 Communications with R. Manns regarding status of hearing and negotiations.

01/05/2019 Sue Costello B110 2.90 $360.00 $1,044.00 Start locating and organizing exhibits listed on Omega's and Debtor's exhibit lists.

01/06/2019 Sue Costello B110 7.60 $360.00 $2,736.00

Prepare six sets of committee's exhibit notebooks (2.4); start preparing hearing notebook (1.1); multiple email to and from S. Shah regarding preparation needed for January 8 hearing (.4); prepare notebooks containing debtors exhibits for confirmation, and for the motion to interpret hearing (1.9); prepare notebooks containing Omega's exhibits for confirmation and for the motion to interpret hearing (1.8).

01/07/2019 Sue Costello B110 1.70 $360.00 $612.00

Update hearing notebook (.3); prepare second hearing notebook (1.0); assemble items needed for hearing (.4).

01/09/2019 Shivani Shah B110 0.50 $370.00 $185.00 Sort through and file exhibits and documents use for settlement negotiation.

01/09/2019 Shivani Shah B110 0.70 $370.00 $259.00 Communications and preparations with S. Costello regarding closing case file.

01/09/2019 Shivani Shah B110 0.20 $370.00 $74.00

Multiple communications regarding preparation of notice of withdrawal of Motion to Interpret.


Date.docx - 2 -


01/22/2019 Ryan E. Manns B110 0.30 $720.00 $216.00 Emails with chambers and working group re: withdrawing motion to strike.

01/22/2019 Shivani Shah B110 0.30 $370.00 $111.00 Prepare and file Notice of Withdrawal of Motion to Strike.

01/25/2019 Ryan E. Manns B110 0.80 $720.00 $576.00

Analyze revised draft of GUC Trust agreement and multiple emails with working group concerning same.


01/03/2019 Ryan E. Manns B150 0.90 $720.00 $648.00 Attend and appear on Committee call.

01/07/2019 Ryan E. Manns B150 0.50 $720.00 $360.00

Multiple emails with Committee members concerning settlement developments.

01/18/2019 Ryan E. Manns B150 0.30 $720.00 $216.00 Emails with committee members re: recovery and reconciliation issues.

01/22/2019 Ryan E. Manns B150 0.40 $720.00 $288.00 Call with counsel for Elijah Gooden concerning claims reconciliation issues.


01/02/2019 Shivani Shah B155 0.80 $370.00 $296.00 Prepare notice of deposition of R. Miller.

01/03/2019 Shivani Shah B155 1.70 $370.00 $629.00 Prepare exhibits and materials for depositions.


01/03/2019 Ryan E. Manns B160 1.20 $720.00 $864.00 Review and revise third interim fee application.

01/03/2019 Shivani Shah B160 1.10 $370.00 $407.00 Communications regarding Third Interim Fee Apps; Revise and file same.

01/09/2019 Ryan E. Manns B160 0.40 $720.00 $288.00

Attention to final fee application issues and confer with working group regarding same.

01/11/2019 Shivani Shah B160 1.70 $370.00 $629.00 Review and prepare December Monthly Fee Statement and Notice.

01/14/2019 Ryan E. Manns B160 0.50 $720.00 $360.00

Emails with working group concerning final fee app and monthly fee statement issues (.3); review draft monthly fee statement (.2).


Date.docx - 3 -


01/15/2019 Ryan E. Manns B160 0.40 $720.00 $288.00 Review and revise monthly fee statement.

01/16/2019 Shivani Shah B160 0.60 $370.00 $222.00 Revise and file December monthly fee statement; serve all December fee statements.

01/16/2019 Shivani Shah B160 0.80 $370.00 $296.00 Prepare Fourth and Final Fee App.

01/17/2019 Shivani Shah B160 0.50 $370.00 $185.00 Continue preparing Fourth and Final Fee App.

01/28/2019 Ryan E. Manns B160 0.60 $720.00 $432.00 Multiple emails with working group concerning fee application issues.

01/29/2019 Ryan E. Manns B160 0.80 $720.00 $576.00 Attention to fee application issues and confer with working group concerning same.


01/02/2019 Shivani Shah B190 0.10 $370.00 $37.00 Revise and file Notice of Hearing regarding Motion to Interpret/Continue.

01/04/2019 Shivani Shah B190 0.70 $370.00 $259.00 Prepare witness and exhibit list along with exhibits for 1.8.19 hearing.

01/07/2019 Shivani Shah B190 1.10 $370.00 $407.00 Revise and file Reply ISO motion to interpret.

01/09/2019 Shivani Shah B190 0.40 $370.00 $148.00 Prepare Notice of Withdrawal of Motion to Interpret.


01/02/2019 Ryan E. Manns B320 1.50 $720.00 $1,080.00 Review and analyze draft confirmation order and modified plan.

01/07/2019 Ryan E. Manns B320 0.40 $720.00 $288.00 Review Robichaux declaration in support of confirmation.

01/08/2019 Ryan E. Manns B320 2.10 $720.00 $1,512.00 Working group meetings and further analysis of modified plan and confirmation order.

01/08/2019 Ryan E. Manns B320 0.90 $720.00 $648.00

Multiple emails with Debtors and Omega's counsel concerning revisions to confirmation order.

01/08/2019 Shivani Shah B320 4.30 $370.00 $1,591.00

Prepare for confirmation hearing; attend confirmation hearing; negotiate language for confirmation order incorporating settlement and addressing other issues.

01/10/2019 Ryan E. Manns B320 0.20 $720.00 $144.00 Attention to additional revisions to confirmation order concerning Johns Island wind


Date.docx - 4 -


down and emails related to same.

01/14/2019 Ryan E. Manns B320 0.30 $720.00 $216.00

Multiple emails with Committee members concerning effective date issues and attention to Plan concerning same.

01/14/2019 Ryan E. Manns B320 0.20 $720.00 $144.00 Emails with Debtors and working group concerning confirmation order.


01/01/2019 Ryan E. Manns L120 0.90 $720.00 $648.00

Attention to Nexion OTA and settlement appeal analysis, and emails with working group concerning same, in connection with motion to interpret hearing preparation.

01/02/2019 Ryan E. Manns L120 1.80 $720.00 $1,296.00

Review research concerning Texas evidentiary rules prohibiting admissibility of any evidence obtained at mediation.

01/02/2019 Ryan E. Manns L120 0.30 $720.00 $216.00

Emails with Omega's counsel and chambers concerning stipulation of dismissal of adversary proceeding.

01/02/2019 Ryan E. Manns L120 0.30 $720.00 $216.00 Emails with working group concerning chambers' settlement inquiry.

01/02/2019 Ryan E. Manns L120 0.90 $720.00 $648.00 Review and revise draft witness and exhibit list for 1/8 hearings.

01/02/2019 Ryan E. Manns L120 0.30 $720.00 $216.00 Review and comment on draft Debtors' stipulation of dismissal.

01/03/2019 Ryan E. Manns L120 0.30 $720.00 $216.00 Analyze Patient Care Ombudsman report.

01/03/2019 Ryan E. Manns L120 1.70 $720.00 $1,224.00

Review and analyze research associated with standards concerning waiving a privilege in connection with settlement negotiations.

01/03/2019 Ryan E. Manns L120 0.80 $720.00 $576.00 Analysis of research pursuant to FRCP 30 in connection with upcoming depositions.

01/03/2019 Ryan E. Manns L120 0.40 $720.00 $288.00 Attention to deposition exhibit issues and confer with working group re: same.

01/03/2019 Ryan E. Manns L120 0.20 $720.00 $144.00 Emails with Debtors' counsel concerning 1/4 depositions.

01/03/2019 Ryan E. Manns L120 1.10 $720.00 $792.00 Confer with working group re: mediation settlement exchanges


Date.docx - 5 -


in preparation for 1/4 depositions.

01/04/2019 Ryan E. Manns L120 1.50 $720.00 $1,080.00 Prepare with working group for Miller and Lawall depositions.

01/04/2019 Ryan E. Manns L120 6.00 $720.00 $4,320.00 Attend and appear at Lawall and Miller depositions.

01/04/2019 Ryan E. Manns L120 0.20 $720.00 $144.00 Review and revise 1/8 witness and exhibit list.

01/05/2019 Ryan E. Manns L120 0.40 $720.00 $288.00

Review and revise witness and exhibit list in advance of filing and multiple emails with working group concerning same.

01/06/2019 Ryan E. Manns L120 0.80 $720.00 $576.00 Review and comment on draft to Omega opposition to motion to interpret.

01/06/2019 Ryan E. Manns L120 0.20 $720.00 $144.00 Review and analyze Omega's 1/8 witness and exhibit list.

01/07/2019 Ryan E. Manns L120 0.30 $720.00 $216.00 Review Debtors' joinder to motion to interpret.

01/07/2019 Ryan E. Manns L120 3.30 $720.00 $2,376.00 Prepare for motion to interpret and confirmation hearings.

01/07/2019 Ryan E. Manns L120 0.70 $720.00 $504.00 Review and revise Committee reply to Omega's opposition to motion to interpret.

01/07/2019 Ryan E. Manns L120 0.20 $720.00 $144.00 Review order denying motion for reconsideration.

01/11/2019 Ryan E. Manns L120 0.60 $720.00 $432.00

Multiple emails with working group concerning proper dissolution of confidential information (.3); review NDA for guidance concerning same (.3).

01/11/2019 Ryan E. Manns L120 0.40 $720.00 $288.00 Analyze GUC Trust agreement and emails related to same.

01/12/2019 Ryan E. Manns L120 0.20 $720.00 $144.00

Review additional comments to confirmation order submitted by Debtors and Distribution Trustee and emails related to same.

01/16/2019 Ryan E. Manns L120 0.30 $720.00 $216.00 Attention to Committee comments to draft trust agreement.

01/18/2019 Ryan E. Manns L120 0.60 $720.00 $432.00

Attention to administrative issues associated with withdrawal of adversary proceeding, motion to interpret and 60(b) motion and multiple emails with working group re: same.


Date.docx - 6 -



01/03/2019 Ryan E. Manns L160 0.40 $720.00 $288.00 Call with Ultra's counsel to discuss settlement agreement.

01/03/2019 Ryan E. Manns L160 0.60 $720.00 $432.00

Multiple email exchanges with working group and Omega concerning settlement terms/discussions.

01/07/2019 Ryan E. Manns L160 0.80 $720.00 $576.00 Calls and emails with counsel for Omega concerning settlement discussions.


01/02/2019 Ryan E. Manns L310 0.20 $720.00 $144.00 Review Califano, Simon, Turnbull and Lawall deposition notices.

01/03/2019 Shivani Shah L310 4.10 $370.00 $1,517.00 Research regarding various privilege and discovery issues.


01/02/2019 Ryan E. Manns L330 0.30 $720.00 $216.00 Review and revise deposition notice for Rick Miller.

01/07/2019 Ryan E. Manns L330 1.80 $720.00 $1,296.00 Prepare for and attend depositions of Tom Califano and Dan Simon.


01/02/2019 Shivani Shah L440 0.40 $370.00 $148.00 Confer with R. Manns regarding preparations for hearings and depositions.

01/02/2019 Shivani Shah L440 0.60 $370.00 $222.00 Research regarding admissibility of evidence.

01/02/2019 Shivani Shah L440 0.80 $370.00 $296.00 Prepare W&E list along with exhibits for 1.8.2019.

01/02/2019 Shivani Shah L440 0.10 $370.00 $37.00 Confer with S. Costello regarding preparations for hearings and depositions.

01/03/2019 Shivani Shah L440 0.10 $370.00 $37.00 Prepare W&E list for 1.8.2018.

01/04/2019 Shivani Shah L440 4.60 $370.00 $1,702.00 Preparation for hearing on motion to interpret, depositions, and call with parties.

01/05/2019 Ryan E. Manns L440 0.20 $720.00 $144.00 Review Debtors' witness and exhibit list in support of motion to interpret and confirmation.

01/05/2019 Shivani Shah L440 1.60 $370.00 $592.00 Prepare and file W&E list for 1.8.19; Prepare exhibits from same.


Date.docx - 7 -


01/06/2019 Ryan E. Manns L440 0.40 $720.00 $288.00 Emails with working group concerning Miller deposition designation excerpts.

01/06/2019 Ryan E. Manns L440 0.30 $720.00 $216.00 Emails with Omega concerning deposition designations.

01/06/2019 Ryan E. Manns L440 0.60 $720.00 $432.00 Attention to exhibit issues and confer with working group regarding same.

01/06/2019 Shivani Shah L440 1.50 $370.00 $555.00 Gather Debtor and Omega exhibits for trial prep.

01/06/2019 Shivani Shah L440 2.30 $370.00 $851.00 Prepare deposition designations of R. Miller.

01/07/2019 Shivani Shah L440 1.00 $370.00 $370.00 Gather and prepare exhibit binders for hearing on 1.8.19.

01/07/2019 Shivani Shah L440 7.70 $370.00 $2,849.00

Preparations with working group for hearing on Motion to Interpret; negotiations for global settlement.


01/04/2019 Ryan E. Manns L450 0.50 $720.00 $360.00 Conference call with chambers.

01/08/2019 Ryan E. Manns L450 2.00 $720.00 $1,440.00 Attend and appear at confirmation hearing.

01/08/2019 Ryan E. Manns L450 3.00 $720.00 $2,160.00

Review and revise confirmation order and multiple emails and meetings with Omega, Debtors and Committee working group concerning same (2.4); review modified plan (.6).


01/07/2019 Ryan E. Manns L510 0.40 $720.00 $288.00

Review District Court order dismissing Omega appeal of Bankruptcy Court order enforcing the settlement agreement.

Total for Task Code L510 0.40 $288.00

Total 103.30 $55,308.00


Document4 - 1 -

DATE TIMEKEEPER

TASK CODE HOUR RATE AMOUNT NARRATIVE

02/01/2019 Ryan E. Manns B110 0.20 $720.00 $144.00

Emails with Debtors and counsel for tort claimants re: effective date issues.

02/12/2019 Shivani Shah B110 0.10 $370.00 $37.00

Communications with R. Manns regarding effective date.


02/11/2019 Shivani Shah B160 3.00 $370.00 $1,110.00

Communications with R. Manns regarding preparing Final Fee App (.1); prepare the same (2.9).

02/12/2019 Shivani Shah B160 3.20 $370.00 $1,184.00 Continue preparing Final Fee App.

Total for Task Code B160 6.20 $2,294.00 TOTAL 6.50 $2,475.00
