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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In Re: Premier International Holdings Inc., et al., Debtors.

) ) ) ) ) Chapter 11 Case No. 09-12019 (CSS) (Jointly Administered)

FEE AUDITORS FINAL REPORT REGARDING SECOND INTERIM AND THIRD INTERIM FEE APPLICATIONS OF PAUL, HASTINGS, JANOFSKY & WALKER LLP FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 1, 2009 THROUGH MARCH 31, 2010 This is the final report of Warren H. Smith & Associates, P.C., acting in its capacity as fee auditor in the above-captioned bankruptcy proceedings, regarding the Second Interim and Third Interim Fee Applications of Paul, Hastings, Janofsky & Walker LLP for Compensation and Reimbursement of Expenses for the Period from October 1, 2009 Through March 31, 2010 (the Application or Applications). BACKGROUND 1. Paul, Hastings, Janofsky & Walker LLP (Paul Hastings) was retained as counsel

to the debtors. In the Applications, Paul Hastings seeks approval of fees and expenses as follows: fees totaling $4,717,762.00 and costs totaling $113,287.59 for its services from October 1, 2009 through December 31, 2009 (the Second Interim Period); and fees totaling $7,090,800.25 and costs totaling $374,633.83 for its services from January 1, 2010 through March 31, 2010 (the Third Interim Period). 2. In conducting this audit and reaching the conclusions and recommendations

contained herein, we reviewed in detail the Application in its entirety, including each of the time and

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expense entries included in the exhibits to the Application, for compliance with Local Rule 2016-2 of the Local Rules of the United States Bankruptcy Court for the District of Delaware, Amended Effective February 1, 2010 (the Local Rules), and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330, issued January 30, 1996 (the Guidelines), as well as for consistency with precedent established in the United States Bankruptcy Court for the District of Delaware, the United States District Court for the District of Delaware, and the Third Circuit Court of Appeals. We served on Paul Hastings initial reports based on our review, and received responses from Paul Hastings, portions of which responses are quoted herein. DISCUSSION Second Interim Period 3. duplicative. 10/04/09 STC2 Travel to New York for meetings with informal committee (3.0 hrs. billed @ 50%) 1.50 1,162.50 STC2 Travel to New York for meetings with informal committee (3.0 hrs. billed @ 50%) 1.50 1,162.50 In our initial report, we noted the following two time entries which appear to be

10/04/09

We asked Paul Hastings whether a reduction was in order. Paul Hastings responded as follows: Paul Hastings agrees with the Fee Auditor that one of these Non-Working Travel time entries appears to be a duplicate. We appreciate Paul Hastings response and thus recommend a reduction of $1,162.50 in fees. 4. We noted several conference calls wherein multiple Paul Hastings professionals

participated. See Exhibit A. Paragraph II.D.5 of the Guidelines provides that [i]f more than one

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professional from the applicant firm attends a hearing or conference, the applicant should explain the need for multiple attendees. Additionally, Rule 2016-2(d)(ix) states The activity descriptions shall individually identify all meetings and hearings, each participant, the subject(s) of the meeting or hearing, and the participants role. We asked Paul Hastings to review Exhibit A and provide further explanation regarding these fees. Paul Hastings response is attached hereto as Response Exhibit 1. We appreciate Paul Hastings response and have no objection to these fees, except as follows: 10/8/09, Conference Call, 7 Professionals, $6,026.50 in fees: Paul Hastings response does not carry its burden in explaining the necessity of professional Michele Cohens attendance on this call. Thus, we recommend a reduction of the 0.9 hour(s) Ms. Cohen ($895) spent on this conference call, for a reduction of $805.50 in fees. 11/17/09, Conference Call, 5 Professionals, $3,167.50 in fees: The response fails to carry its burden of demonstrating the necessity of both Daniel Simon and Stephanie Park to have participated in this conference call as it indicates that they participated in this conference call in the same capacity. Thus, we recommend a reduction of Daniel Simons ($425) participation time (0.7 hours) on this call, for a reduction of $297.50 in fees. Thus, for this paragraph 4, we recommend a total reduction of $1,103.00 in fees. 5. Similarly, we noted several meetings attended by multiple Paul Hastings

professionals. See Exhibit B. In light of the rules cited in paragraph 4 above, we asked Paul Hastings to review Exhibit B and provide further explanation regarding these fees. Paul Hastings response is attached hereto as Response Exhibit 2. We appreciate Paul Hastings response and have no objection to these fees, except as follows:
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10/26/09, Meeting, 4 Professionals, $18,635.00 in fees: Paul Hastings response fails to meet the burden of establishing the need for professionals Michele Cohen and Luke Iovine (both corporate attorneys), to have attended this meeting. Thus, we recommend a reduction of the 2.5 hours spent by Luke Iovine ($860) at this meeting, for a reduction of $2,150.00 in fees. 11/10/09, Meeting, 6 Professionals, $22,809.50 in fees: The response fails to meet the burden of establishing William Schwitters role at this meeting. Thus, we recommend a reduction of the 1.2 hours Mr. Schwitter ($915) spent at this meeting, for a reduction of $1,098.00 in fees. Thus, for this paragraph 5, we recommend a total reduction of $3,248.00 in fees. 6. Similarly, we noted several hearings attended by multiple Paul Hastings

professionals. See Exhibit C. In light of the rules cited in paragraph 4 above, we asked Paul Hastings to review Exhibit C and provide further explanation regarding these fees. Paul Hastings response is attached hereto as Response Exhibit 3. We appreciate Paul Hastings response and have no objection to these fees, except as follows: 11/13/09, Hearing, 5 Professionals, $10,525.50 in fees: Paul Hastings response fails to meet the burden of establishing the need for professionals Michele Cohen and Luke Iovine (both corporate attorneys), to have participated in this hearing. Thus, we recommend a reduction of the 1.0 hours spent by Luke Iovine ($860) for attendance at this hearing, for a reduction of $860.00 in fees. 12/4/09, 12/7/09, 12/8/09, 12/10/09 & 12/11/09 Disclosure Hearing(s), 5 Professionals, $210,802.50 in fees: The response fails to carry its burden of establishing the necessity of four professionals attending these hearings in order to assist Paul Harner. Thus, we recommend a reduction of Daniel Simons ($425) attendance time at these hearings (28.2 hours), for a reduction of $11,985.00 in fees.

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12/18/09, Hearing, 5 Professionals, $24,554.50 in fees: The response fails to carry its burden of establishing Michael Stefanellis distinct role at this hearing. Thus, we recommend a reduction of Mr. Stefanellis ($475) attendance time at this hearing (1.0), for a reduction of $475.00 in fees. Thus, for this paragraph 6, we recommend a total reduction of $13,320.00 in fees. 7. We noted the following time entry wherein the amounts provided in parenthesis did

not add up to the total amount charged, for an apparent overcharge of .40 hours and $380 in fees. 10/27/09 PEH2 Multiple telephone conferences and correspondence with client and transaction team regarding modifications to exit financing documents (1.8); review, analyze and prepare comments on exit financing documents (2.4); review and prepare comments on revised disclosure statement (3.2); multiple telephone conferences with client and financial advisors regarding same (1.6); conference call with client, working group team regarding plan negotiations, strategy (1.1) 10.50 9,975.00

We asked Paul Hastings whether a reduction of $380 in fees is in order. Paul Hastings responded: Paul Hastings agrees with the Fee Auditor that the time entry was incorrectly calculated and it should be charged for 10.10 hours and fees in the amount of $9,595.00. We appreciate this response and thus recommend a reduction of $380.00 in fees. 8. 12/31/09 We noted the following time entry which contained duplicate tasks: RMM2 ...........; multiple emails with R. Lewis, S. Catlett, L. Lin and N. D'Amato regarding protective orders (0.8); multiple emails with R. Lewis, S. Catlett, L. Lin and N. D'Amato regarding protective orders (0.8);.................. 3.00 2,340.00

We asked Paul Hastings to state whether a reduction is in order. Paul Hastings responded: Paul Hastings agrees with the Fee Auditor that this time entry contains a duplicate description and that a reduction is in order.

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We appreciate Paul Hastings response and thus recommend a reduction of $624.001 in fees. 9. 12/02/09 We noted the following time entries which appear to indicate a duplication of effort. EL7 ...........; conduct legal research regarding disclosure statement and confirmation plan standards (6.3) 6.80 3,978.00

12/02/09

JMG5 ...........; legal research regarding bankruptcy disclosure statements, plan confirmation standards (6.0) 6.50 3,282.50

The U.S. Bankruptcy Code 330 (4)(A)(I), states in part, [e]xcept as provided in subparagraph (B), the court shall not allow compensation for (I) unnecessary duplication of services; . . . We asked Paul Hastings to further explain these entries. Paul Hastings responded: Justin Goggins and Eugene Lee, both junior associates at Paul Hastings, researched separate legal issues in preparation for the December 4, 2009 hearing on the Debtors' Second Amended Disclosure Statement. Specifically, Eugene Lee researched the legal standards and requisite evidentiary support for a debtor's showing of good faith in submitting plan proposals while Justin Goggins researched the legal framework for proper classification of creditors, including limits on debtor discretion that courts have considered improper gerrymandering. This research was then used in Six Flags' response to the SFI Noteholders' objection to the Debtors' exclusive periods filed on December 3, 2009. We appreciate Paul Hastings response and have no objection to these fees. 10. ceilings.2 10/30/2009 PEH2 Meals - SWEB Inv. #543621 dated 07/26/09, Order #121588917, 07/15/09, P. Harner, Lunch for 12 people regarding plan and disclosure statement drafting session 482.38 PHJW Meals - Christian Auty, 10/26/09, Restaurant: Ristorante Grifone; Number of people: 3; Dinner for M. Weber, E. Foster and C. Auty 265.05 We noted the following meal entries which appeared to exceed our recommended

10/31/2009

RMM2 ($780) x .80 = $624.00.

$35, $45 and $65 for breakfast, lunch and dinner, respectively in New York and London; $25, $35, and $55 for all other cities (prior to 1/1/10).
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10/31/2009

PHJW Meals - Christian Auty, 11/02/09, Restaurant: Solera Restaurant; Number of people: 2; Dinner for M. Weber and C. Auty 195.32 PHJW Local- Meals - Paul Harner, Restaurant: Il Biblio, Dinner for two (S. Catlett) to discuss Six Flags matters 209.48 PHJW Local - Meals - Paul Harner, 09/23/09, Restaurant: Patsys Italian, Dinner with S. Catlett to discuss Six Flags matters 145.9 PHJWLocal - Meals - Paul Harner, 10/05/09, Dinner with client, Restaurant: Il Giglio;Number of people: 3; Dinner with client, J. Coughlin, S. Catlett 452.35

10/14/2009

10/14/2009

11/20/2009

We asked Paul Hastings to provide further explanation a regarding these charges. Paul Hastings responded: Paul Hastings agrees with the Fee Auditor's objection that these meals exceed the recommended ceilings and that a reduction is in order. Thus, we recommend a reduction of $620.523 in expenses. 11. 9/30/2009 We noted the following lodging expenses which required additional explanation: PHJW Lodging - Steven Catlett, 07/22/09, Hotel: Omni Hotel, New York for one night for discovery regarding cash collateral 638.00 PHJW Lodging - Steven Catlett, 09/08-11/09, Hotel: The Michelangelo Hotel, New York for 2 nights for meetings 1,050.00 PHJW Lodging - Ericka Foster, 10/26-27/09, Hotel: The Benjamin Hotel (New York) for one night, including taxes 426.63 PHJW Lodging - Christian Auty, 11/02-03/09, Hotel: Omni Hotel (New York) for

9/30/2009

10/31/2009

10/31/2009

10/30/09 $482.38 lunch for 12 - (assumed location is Chicago), equates to $40.20 per person, for a reduction of $ 5.20 x 12 = 62.40 reduction; 10/31/09 $265.05 dinner for 3 equates to $88.35 per person, (in NYC) for a reduction of $23.35 per person ($23.35 x 3) = $70.05 reduction; 11/2 dinner for 2 $195.32 in NYC, equates to 97.66 per person for a reduction of $32.66 per person (x2) = $65.32 reduction; 10/14 dinner for 2, $209.48 (Chicago) equates to $104.74 per person, for a reduction of $49.74 per person (49.74 x 2)= $99.48 reduction; 9/23 dinner for 2 (Chicago) $145.9 equates to $72.95 per person for a reduction of $17.95 per person x 2 = $35.90 reduction; 10/5 $452.35 dinner for 3 equates to $150.79 per person for a reduction of $95.79 per person x 3 = $287.37.
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one night 11/10/2009

479

PHJWLodging - Mary Weber, 11/02/09, Hotel: Omni Hotel, New York, Check-in date: 11/02/09; Check-out date: 11/03/2009 553.15 PHJWLodging - D. Simon, Hotel: Jumeirah Essex House; Check-in date: 11/30/09; Check-out date: 12/02/09; For two nights including taxes 1,625.01 PHJWLodging - S. Catlett, Hotel: Omni Berkshire Place Hotel, New York, Check-in date: 12/04/09; Check-out date: 12/06/09; For two nights including taxes 968.62 PHJWLodging - S. Catlett, 10/19-20/09; Hotel: Omni Berkshire Place Hotel, New York, Check-in date: 10/19/09; Check-out date: 10/20/09; For one night including taxes 509.25 PHJWLodging - S. Catlett, Hotel: Omni Berkshire Place Hotel; Check-in date: 11/01/09; Check-out date: 11/03/09 1,037.46 PHJWLodging - S. Catlett, 11/09/09, Hotel: Omni Berkshire Place Hotel, New York, Check-in date: 11/09/09; Check-out date: 11/11/09 1,037.46 PHJWLodging - M. Weber, 12/07/09, Hotel: Waldorf; Check-in date: 11/30/09; Check-out date: 12/03/09 1,556.19

12/10/2009

12/14/2009

12/14/2009

12/14/2009

12/14/2009

12/14/2009

We asked Paul Hastings to provide further explanation regarding these expenses. Paul Hastings response is attached hereto as Response Exhibit 4. We appreciate this response and note the following hotel charges which exceed our trigger rate of $450 per night for New York: 9/30/2009, 1,050.00, Steven Catlett, 09/08-11/09, Hotel: The Michelangelo Hotel, New York for 2 nights Room Rate $525.00 per night: According to www.expedia.com, The Michelangelo Hotel in New York is ranked 4.8 stars. As such, we believe a reduction equal to the difference between our trigger rate of $450 and the rate charged ($525) is appropriate, thus recommend a reduction of $150.004 in expenses.

$75 x 2 = $150.00.

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12. 11/9/2009

We noted the following lodging expense which required a more detailed explanation: Lodging - Angelique Crain, Hotel: The Kimberly Hotel (New York), Check-in date: 11/06/09; Check-out date: 11/06/09, Hotel room when working late (on plan and disclosure statement) $453.87

We asked Paul Hastings to provide further explanation regarding this charge. Paul Hastings response is provided below: On November 7, 2009, from approximately 2:00 a.m. to 3:00 a.m., the Debtors' filed their Second Amended Disclosure Statement [Docket No. 943], Second Amended Plan [Docket No. 944] and Backstop Commitment Motion Docket No.945]. Angelique Crain was the attorney responsible for drafting the disclosure statement, plan, and backstop commitment agreement. The client specifically requested that Angelique Crain be in her office at 7:00 a.m. on November 7, 2009. Since there were no public transportation options that would permit Angelique Crain to travel to her home in Connecticut for this limited period of time from 3:00 a.m. to 7:00 a.m., it was determined that, rather than take the time and incur the expense of having Angelique Crain travel home via car service for a very limited amount of time, the most time-sensitive, efficient and safest thing for her to do would be to stay overnight at a hotel near the Paul Hastings New York office. In this way, Angelique Crain could return to the office as soon as possible to continue with her work and be available to the client, as requested. We appreciate Paul Hastings response and have no objection to this expense. 13. We noted the following ground transportation charges for after hour car service

when working late. We further noted that for each of the dates listed, it appears the employee billed less than three hours to the estate: 7/6/2009 Taxi/Ground Transportation - Vital Trans. Inv. #0115273 dated 7/14/09, Tkt #1286027, 06/30/095, Angelique Crain, After hours car service to home when working late 69.69 Taxi/Ground Transportation - Vital Trans. Inv. #0115700 dated 07/28/09 Tkt. no. 1467616, 07/23/096 CT Stamford, Passenger: Angelique Crain, After hours car

10/30/2009

Ms. Crain billed no time to the estate on June 30, 2009 Ms. Crain billed only 1.5 hours to the estate on July 23, 2009

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service to home when working late 108.66 10/24/2009 MCC4 VITAL Trans. Inv. #0119160 dated 10/27/09, Ticket 1608112, 10/24/097, Passenger: M. Cormack, After hours car service home when working late 52.77 Taxi/Ground Transportation - Crown Cars & Limousines Inv. #K069-6651, 11/06/098, J. Cooper, After hours car service to train when working late 94.70 VITAL Trans. Inv. #0120013 dated 11/17/09, Ticket 1489580, 11/07/09, Passenger: A. Crain, After hours car service when working late 108.41 VITAL Trans. Inv. #0120613 dated 12/01/09, Ticket 1565567, 11/29/09, Passenger: C. Kim, After hours car service to home when working late 46.35 VITAL Trans. Inv. #0120821 dated 12/08/09 Ticket 1573982, 12/02/099, Passenger: J. Speed, After hours car service to home (CT) 184.72 Taxi - S. Catlett, 10/07/09, From/To: Office/ORD; Car service from Paul Hastings Chicago office to ORD 68 Taxi/Ground Transportation - Vital Trans. Inv. #0119659 dated 11/10/09, Tkt. no. 1421752, 11/06/0910, NJ Hoboken, M. Cormack, After hours taxi home when working late 52.77

11/18/2009

11/7/2009

11/29/2009

12/2/2009

12/14/2009

12/30/2009

We asked Paul Hastings to explain these expenses further. Paul Hastings responded as follows: Paul Hastings agrees with the Fee Auditor that the above professionals billed less than three hours to the estate on the days listed. Paul Hastings submits, however, that the expense for a car service on December 2, 2009 was appropriate. This car service charge was incurred to drive Jeffrey Speed, Executive Vice President and Chief Financial Officer of Six Flags to his home in Connecticut after his deposition ended at 10:38 p.m. at the offices of White & Case, LLP located at 1155 Avenue of the Americas, New York, New York.

Mr. Cormack billed no time to the estate on October 24, 2009 Mr. Cooper billed no time to the estate on November 6, 2009 J. Speed did not bill time to the estate in the month of December. Mr. Cormack did not bill time to the estate on November 6, 2009.

10

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We appreciate Paul Hastings response and agree with Paul Hastings regarding the December 2 car service. Thus, we recommend a reduction of the remainder of the above referenced charges, for a reduction of $601.3511 in expenses. 14. information. 9/30/2009 Taxi/Ground Transportation - Steven Catlett, 08/12/09, From/To: Airport/Hotel, Taxi from PHL airport to hotel in Wilmington, DE for court hearing 110.30 Taxi/Ground Transportation - Steven Catlett, 08/19/09, From/To: Airport/Office, Taxi from New York LGA airport to Park Avenue Tower office for Creditors' Committee meeting 144.96 PEH2Taxi/Ground Transportation - Chicago A1 Limousine Service Inv. #1099, 12/10/09, S. Catlett for 10/01/09 trip from O'Hare Airport to Paul Hastings Chicago office; 10/04/09 trip from home to O'Hare; 10/06/09 trip from home to O'Hare; 10/07/09 trip from Paul Hastings Chicago office to O'Hare and 10/08/09 trip from O'Hare to home 408.00 Taxi - C. Auty, 12/18/09, From/To: Airport/Court, Travel from PHL airport to court 103.10 Taxi - S. Catlett, 10/20/09, From/To: Hotel/LGA; Car service from Omni Berkshire Place Hotel to New York LGA 144.33 Taxi - S. Catlett, 10/25/09, From/To: LGA/Hotel; Car service from New York LGA to Omni Berkshire Place Hotel 144.33 Taxi - S. Catlett, 11/09/09, From/To: LGA/Hotel; Car service from New York LGA to Omni Berkshire Place Hotel 144.33 Taxi - S. Catlett, 11/11/09, From/To: Hotel/LGA; Car service from Omni Berkshire Place Hotel to New York LGA 144.33 VITAL Trans. Inv. #0120343 dated 11/24/09 Ticket 1464337, 11/20/09 LGA Passenger: P. Harner, Car service from Paul Hastings New York office to LGA 74.94 We noted the following ground transportation expenses which required additional

9/30/2009

12/23/2009

12/28/2009

12/14/2009

12/14/2009

12/14/2009

12/14/2009

11/20/2009

11

69.69 + 108.66 + 52.77 + 94.70 + 108.41 + 46.35 + 68 + 52.77 = $601.35.

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11/30/2009

VITAL Trans. Inv. #0120821 dated 12/08/09, Ticket 1526680, 11/30/09 M 75 E 55 ST 10022 Passenger: D. Simon, Car service from LGA to Paul Hastings New York office 78.04 Taxi - S. Catlett, 10/06/09, From/To: Hotel/LGA; Car service from Omni Berkshire Hotel to LaGuardia Airport in New York 144.96 Taxi - S. Catlett, 10/04/09, From/To: LGA/Hotel; Car service from LaGuardia Airport to Omni Berkshire Hotel, New York 144.96 Taxi - S. Catlett, 10/07/09, From/To: PHL/Hotel; Car service from Philadelphia airport to Hotel Dupont in Wilmington, DE 91.10

12/14/2009

12/14/2009

12/14/2009

We asked Paul Hastings for additional information regarding the above referenced expenses. Paul Hastings response is attached hereto as Response Exhibit 5. We appreciate Paul Hastings response and have no objection to these expenses, except as follows: 12/23/2009, PEH2Taxi/Ground Transportation - Chicago A1 Limousine Service Inv. #1099; 12/10/09, S. Catlett for 10/01/09 trip from O'Hare Airport to Paul Hastings Chicago office; 10/04/09 trip from home to O'Hare; 10/06/09 trip from home to O'Hare; 10/07/09 trip from Paul Hastings Chicago office to O'Hare; 10/08/09 trip from O'Hare to home 408.00: We calculate this $408 charge for 5 trips, to be approximately $81.60 per trip. We have no objection to the use of a car service from home to the airport. However, taxi service is readily available at all major airports and is more economical than a car service when traveling between the office and the airport. Our research12 revealed that a taxi fare from the Chicago OHare Airport to the Paul Hastings Chicago office runs approximately $37.44 each way. Thus, for the two trips between the airport and office, we believe a reduction equal to the difference between the amount charged and the taxi fare is

12

All taxi fares were found on www.taxifarefinder.com.

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appropriate, for a reduction of $88.3213 in expenses. 12/14/2009, S. Catlett, 10/20/09, From/To: Hotel/LGA; Car service from Omni Berkshire Place Hotel to New York LGA 144.33: Our research revealed that a taxi fare from the Omni Berkshire

Place Hotel to LaGuardia is approximately $41.19. Thus, we recommend a reduction of $103.1414 in expenses. 12/14/2009 S. Catlett, 10/25/09, From/To: LGA/Hotel; Car service from New York LGA to Omni Berkshire Place Hotel 144.33: Our research revealed a taxi fare from LaGuardia to the Omni Berkshire Place Hotel runs approximately $41.19. Thus, we recommend a reduction of $103.1415 in expenses. 12/14/2009, S. Catlett, 11/09/09, From/To: LGA/Hotel; Car service from New York LGA to Omni Berkshire Place Hotel 144.33: Our research revealed a taxi fare from LaGuardia to the Omni Berkshire Place Hotel runs approximately $41.19. Thus, we recommend a reduction of $103.1416 in expenses. 12/14/2009, S. Catlett, 11/11/09, From/To: Hotel/LGA; Car service from Omni Berkshire Place Hotel to New York LGA 144.33: Our research revealed a taxi fare from the Omni Berkshire Place Hotel to LaGuardia runs approximately $41.19. Thus, we recommend a reduction of $103.1417 in expenses.

13

($81.60 - 37.44 = $44.16) ($44.16 x 2 = $88.32). $144.33 - $41.19 = $103.14. See FN 14 supra. See FN 14 supra. See FN 14 supra.

14

15

16

17

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11/20/2009, 11/20/09 LGA Passenger: P. Harner, Car service from Paul Hastings New York office to LGA 74.94: Our research revealed a taxi fare from Paul Hastings New York office to LaGuardia runs approximately $27.63. Thus, we recommend a reduction of $47.3118 in expenses. 11/30/2009, 11/30/09, D. Simon, Car service from LGA to Paul Hastings New York office 78.04 Our research revealed a taxi fare from LaGuardia to Paul Hastings New York office runs approximately $27.26. Thus, we recommend a reduction of $50.7819 in expenses. 12/14/2009, S. Catlett, 10/06/09, From/To: Hotel/LGA; Car service from Omni Berkshire Hotel to LaGuardia Airport in New York 144.96: Our research revealed a taxi fare from the Omni Berkshire Hotel to LaGuardia runs approximately $41.19. Thus, we recommend a reduction of $103.7720 in expenses. 12/14/2009, S. Catlett, 10/04/09, From/To: LGA/Hotel; Car service from LaGuardia Airport to Omni Berkshire Hotel, New York 144.96: Our research revealed a taxi fare from LaGuardia to the Omni Berkshire Place Hotel runs approximately $41.19. Thus, we recommend a reduction of $103.7721 in expenses. Thus, for this paragraph 14, we recommend a total reduction of $806.51 in expenses. 15. We noted the following expense entries which appeared to be duplicative:

18

$74.94 - $27.63 = $47.31. $78.04 - $27.26 = $50.78. $144.96 - $41.19 = $103.77. See FN 20 supra.

19

20

21

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10/20/2009

PHJW

VITAL Trans. Inv. #0119160 dated 10/27/09, Ticket 52.77 1573450, 10/20/09, Passenger: M. Cormack, After hours car service home when working late VITAL Trans. Inv. #0119160 dated 10/27/09, Ticket 52.77 1605972, 10/20/09, Passenger: M. Cormack, After hours car service home when working late

10/20/2009

MCC4

We asked Paul Hastings to explain whether a reduction is in order. Paul Hastings responded: Paul Hastings agrees with the Fee Auditor that one of the expense entries is a duplicate and that a reduction is in order. We appreciate Paul Hastings response and thus recommend a reduction of $52.77 in expenses. 16. 10/30/2009 We noted the following courier expenses: Taxi/Ground Transportation - Vital Trans. Inv. #0115273 dated 07/14/09, Tkt. no. 1153747, 07/10/09, WE Mamaroneck, Documents couriered to J. Coughlin home 95.26 VITAL Trans. Inv. #0119365 dated 11/03/09, Ticket 1464327, 10/21/09, Documents couriered to J. Coughlin home (New York) 107.97 VITAL Trans. Inv. #0119659 dated 11/10/09, Ticket 1464354, 11/04/09, Documents couriered to J. Speed home (CT) 137.55 VITAL Trans. Inv. #0119659 dated 11/10/09, Ticket 1464355, Documents couriered to J. Coughlin home (New York) 96.6 VITAL Trans. Inv. #0119659 dated 11/10/09, Ticket 1159135, 11/06/09, Documents couriered to J. Coughlin home (New York) 90.23 VITAL Trans. Inv. #0119659 dated 11/10/09, Ticket 1617664, 11/06/09, Documents couriered to J. Speed home (CT)133.47 Taxi/Ground Transportation - Invoice #113009CHI dated 11/30/09, From/To: PH Chicago to O'Hare Airport, Documents couriered to S. Catlett at ORD 79 VITAL Trans. Inv. #0120821 dated 12/08/09, Ticket 1583916, 12/01/09, Courier documents to J. Coughlin home 96.33

10/21/2009

11/4/2009

11/4/2009

11/6/2009

11/6/2009

11/25/2009

12/1/2009

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12/1/2009

VITAL Trans. Inv. #0120821 dated 12/08/09, Ticket 1465213, 12/01/09, Courier documents to J. Speed home 137.29 VITAL Trans. Inv. #0120821 dated 12/08/09, Ticket 1464408, 12/02/09, Courier documents to J. Coughlin home 96.6

12/2/2009

We asked Paul Hastings to explain these charges further. Paul Hastings responded as follows: For items 1-6 and 8-10, a car service was used at the client's request to deliver voluminous documents to Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel including, for example, various versions of the plan of reorganization, disclosure statement, exit financing documents, and backstop commitment agreement. For item 7, Paul Hastings used a car service to deliver the SFI Noteholders' draft Plan of Reorganization. The draft plan was sent after Steven Catlett had left the office for O'Hare airport in order to travel to meetings at the client's request. The client requested that Steven Catlett review the draft plan in preparation for negotiating sessions to be convened later that evening. Particularly given the voluminous nature of the documents, which impacted the availability and expense of the alternative delivery options, the relative size of the additional car service expense is offset by the benefit to the client and the attorney as they were able to analyze the proposed plan documents in an expedited manner. We appreciate Paul Hastings response and have no objection to these expenses. 17. Thus we recommend approval of fees totaling $4,697,924.50 ($4,717,762.00 minus

$19,837.50) and costs totaling $111,056.44 ($113,287.59 minus $2,231.15) for Paul Hastings services for the Second Interim Period. Third Interim Period 18. In our initial report, we noted several conference calls wherein multiple Paul Hastings

professionals participated. See Exhibit D. The time entries do not explain why it was necessary for each professional to participate, nor do they clarify the role each professional had at each conference call. Paragraph II.D.5 of the Guidelines provides that [i]f more than one professional from the applicant firm attends a hearing or conference, the applicant should explain the need for multiple

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attendees. Additionally, Rule 2016-2(d)(ix) states The activity descriptions shall individually identify all meetings and hearings, each participant, the subject(s) of the meeting or hearing, and the participants role. We asked Paul Hastings to review Exhibit D and provide further explanation regarding these fees. Paul Hastings response is attached hereto as Response Exhibit 6. We appreciate Paul Hastings response and have no objection to these fees, except as follows: 3/22/10, Conference Call, 4 Professionals, $3,259.50 in fees: The response fails to meet the burden of establishing Casey McGraths distinct role at this meeting. Thus, we recommend a reduction of the 0.5 hour that McGrath ($515) spent in attendance at this conference, for a reduction of $257.50 in fees. 19. Similarly, we noted several meetings wherein multiple Paul Hastings professionals

attended. See Exhibit E. In light of the rules cited in above, we asked Paul Hastings review Exhibit E and provide additional information for each meeting. Paul Hastings response is provided as Response Exhibit 7 attached hereto. We appreciate Paul Hastings response and have no objection to these fees, except as follows: 1/14/10, Meeting, 12 Professionals, $49,362.50 in fees: The response does not meet the burden of establishing the specific area of expertise or role of professionals Wilson ($530), Lewis ($670) or Sand ($430) at this particular meeting. Thus, we recommend a reduction of each of these professionals fees for attendance at this meeting, for a reduction of $9,780.0022 in fees. 20. Similarly, we noted several hearings and depositions wherein multiple Paul Hastings

($530 x 6.0 = $3,180.00) ($670 x 6.0 = $4,020.00) ($430 x $6.0 = $2,580.00) $3,180.00 + $4,020.00 + $2,580.00 = $9,780.00.

22

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professionals attended. See Exhibit F. We asked Paul Hastings to review Exhibit F and provide further explanation regarding these fees. Paul Hastings response is attached hereto as Response Exhibit 8. We appreciate this response and have no objection to these fees, except as follows: 2/19/10, Hearing, 5 Professionals, $3,636.00 in fees: The response indicates that the case was presented by Harner and Auty, with no indication of the specific role or unique expertise either Wilson ($530)or Weber ($530) brought to this hearing. Thus, we recommend a reduction of both Wilson and Webers fees for attendance at this hearing is appropriate, for a reduction of $1,537.0023 in fees. 1/8/10, Hearing, 4 Professionals, $9,897.50 in fees: The response fails to carry its burden of establishing the independent roles of professionals Auty ($565) and Weber ($530) at this hearing. As such, we believe a reduction of one of these two professionals fees is appropriate. Thus we recommend a reduction of the 1.8 hours spent by Weber for attendance at this hearing, for a reduction of $954.00 in fees. 3/5/10, Hearing, 4 Professionals, $9,190.00 in fees: The response fails to establish the need for Christopher Allen ($360) to have attended this hearing, as Christian Auty was participating telephonically in order to assist the partners in this hearing. Morever, the response does not meet the burden of explaining Mr. Allens distinct role at this hearing. Thus, we recommend a reduction of the 2.1 hours spent by Mr. Allen at this hearing, for a reduction of $756.00 in fees. 3/10/10, Confirmation Hearings, 7 Professionals, $39,886.50 in fees: On March 10 of the Confirmation hearings, three partners, three associates and one paralegal attended the hearing. The response only addresses the role of Mr. Martin on this day. Further, as the response does not

23

($530 x 1.2 = $636.00) ($530 x 1.7 = 901.00) $636.00 + $901.00 = $1,537.00.

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distinguish the roles of the three associates in attendance on this day, we recommend a reduction of one of the associates fees for attendance at this hearing. Thus, we recommend a reduction of the 5.3 hours spent by Christian Auty ($565) for attendance at this hearing for a reduction of $2,994.50 in fees. 3/11/10, Confirmation Hearings, 8 Professionals, $32,753.00 in fees: On March 11 of the Confirmation hearings, three partners, Catlett, Harner and Martin represented the debtors with the assistance of four associates and one paralegal. The response does not differentiate the roles these associates played at the hearing, nor does the response explain the particular areas of expertise each of these associates provided. Based on the information we have, we believe that a reduction of two of the associates fees for attendance at this hearing is appropriate. Thus, we recommend a reduction of the 4.0 hours Stefanelli ($485) attended the hearing, as well as the 2.3 hours Autry ($565) attended the hearing, for a reduction of $3,239.5024 in fees. 3/12/10, Confirmation Hearing, 7 Professionals $24,314.50 in fees: The response fails to address the need for three associates (in support of 3 partners) and one paralegal at this hearing. Thus, we recommend a reduction of Daniel Simons ($430) 7.5 hours of attendance time at this hearing, for a reduction of $3,225.00 in fees. 3/16/10, Confirmation Hearings, 7 Professionals, $35,565.00 in fees: The response fails to address the individual roles played by the associates at this hearing and therefore we recommend a reduction of one of the associates fees for attendance at this hearing. Thus, we recommend a reduction of Simons ($430) 7.5 hours of attendance time, for a reduction of $3,225.00 in fees.

24

4.0 x $485 = $1,940.00; 2.3 x $565 = $1,299.50; $1,940 plus $1,299.50.

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3/26/10, Hearing, 5 Professionals, $7,931.00 in fees: The response fails to carry its burden of establishing the independent roles of professionals Mary Weber and Daniel Simon at this hearing. Therefore, we recommend a reduction of one of these professionals fees for attendance at this hearing is appropriate. Thus, we recommend a reduction of Simons ($430) 1.0 hours of attendance time, for a reduction of $430.00 in fees. 2/19/10, Deposition, 4 Professionals, $37,372.00 in fees: The response fails to carry its burden of establishing the need for four professionals at this deposition. Thus, we recommend a reduction of Mr. Simons ($430) attendance fees at this deposition (4.0 hours), for a reduction of $1,720.00 in fees. 2/17/10, Deposition, 3 Professionals, $20,893.50 in fees: The response fails to establish Mr. Autys role at this deposition. Thus, we recommend a reduction of Mr. Autys ($565) attendance fees at this deposition (4.5 hours), for a reduction of $2,542.50 in fees. 1/27/10, Deposition, 3 Professionals, $18,232.50: The response fails to carry its burden of establishing the need for Mr. Stefanellis attendance at this deposition. Thus, we recommend a reduction of Mr. Stefanellis ($485) attendance fees at this deposition (2.0 hours), for a reduction of $970.00 in fees. 1/28/10, Deposition, 3 Professionals, $14,549.00 in fees: The response fails to carry its burden of establishing the need for both Christian Auty and Mary Weber to have attended this deposition. Therefore, we recommend a reduction of one of these associates attendance fees at this deposition. Thus, we recommend a reduction of Webers ($530) attendance fees (2.3 hours), for a reduction of $1,219.00 in fees.

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1/29/10, Deposition, 3 Professionals, $30,277.00 in fees: The response fails to carry its burden of establishing Ryan Lewis role at this deposition. Thus, we recommend a reduction of Mr. Lewis ($670) attendance fees (7.0 hours) for this deposition, for a reduction of $4,690.00 in fees. Thus, for this paragraph 20, we recommend a total reduction of $27,502.50 in fees. 21. We noted that on January 15, 2010, ALE (260), TGB2 (310), and KLS3 (530)

(Associate and two Paralegals) spent 4.90 hours for a total fee of $2,257.00 scheduling offices and conference rooms for depositions. 01/15/10 ALE ..............; coordinate conference room reservations for debtor depositions (0.2);........... 12.00 3,120.00 ...........; assist with scheduling offices and conference rooms for depositions (1.3) 2.00 620.00 Cancel video depositions for each debtor deponent (1.5);..........; conferences with New York office confirming arrangements and availability of conference rooms for depositions (1.9);....... 12.10 6,413.00

01/15/10

TGB2

01/19/10

KLS3

In in re Busy Beaver Bldg. Centers, Inc., 19 F.3d 833, 855 n.34 (3rd Cir. 1994), the Court stated that "the statute [11 U.S.C. 330] plainly specifies that the type of service performed by a paralegal (including whether it is clerical) affects the rate of compensation, not compensability vel non." Busy Beaver at 849. In keeping with that opinion, we asked Paul Hastings to show why time for these tasks should be billed at normal rates. Paul Hastings responded: In Chicago, Kate Steffy was the associate responsible for organizing and scheduling the depositions with the deponents, court reporters and coordinating all this with the various counsel representing these parties as well as with the court reporting agencies. In addition to her other litigation document coordinating responsibilities, Allison Eissing, a paralegal in Chicago, assisted Kate Steffy with the preparation and maintenance of the deposition schedule, which outlined the locations, times, parties attending and court reporters for each deposition being held. Allison Eissing worked

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closely with Steven Catlett regarding this deposition schedule. Terrence Boyle, a paralegal in Paul Hastings New York office, negotiated for and scheduled these conference rooms, since he was located in the office where these meetings were to occur and was necessary to assess the physical site arrangements and logistics. During the two-week long fact deposition schedule, the Debtors required multiple conference rooms for varying and shifting purposes including a litigation team room for working, a second conference room for the deposition, and a third conference room to be used for confidential communications during the deposition for the Six Flags witnesses and Paul Hastings attorneys. In order for all teams to communicate, these conferences rooms needed to be close to each other and not separated by multiple floors. Kate Steffy, Allison Eissing and Terrence Boyle, therefore, had to constantly communicate with each other in order to successfully accomplish this task. We appreciate Paul Hastings response. However, the response does not carry its burden of establishing that these were not clerical tasks, for which we typically recommend compensation in the amount of $80 per hour. Thus, we recommend a reduction of 1,865.0025 in fees. 22.
03/06/2010 03/07/2010

We noted that Paul Hastings seeks $576.00 for secretarial overtime:


PEH2 PEH2 Miscellaneous Soft Cost; secretarial overtime in the Paul Hastings New York office Miscellaneous Soft Cost: secretarial overtime in the Paul Hastings New York office 288.00 288.00

The Guidelines Rule, II.E.7. states Overhead includes word processing, proofreading, secretarial and other clerical services . . . We asked Paul Hastings to provide further explanation regarding the above charge. Paul Hastings responded: Paul Hastings agrees with the Fee Auditor that this is an overhead expense and that a reduction is in order. We appreciate Paul Hastings response, and thus recommend a reduction of $576.00 in expenses.
25

4.9 hours times $80 equals $392.00. $2,257.00 minus $392.00 equals $1,865.00.

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23. 1/22/10 1/25/10 1/25/10 1/29/10 1/31/10 1/31/10

We noted the following airfares which require additional explanation: 729.70 975.00 482.70 725.40 662.70 1,701.40 Airfare - P. Harner, 01/13/10, From/To: LGA/ORD; travel from New York to Chicago for Six Flags matters Airfare - P. Harner, 01/20/10, From/To: DFW/LGA; Return travel from Dallas after depositions Airfare - P. Harner, 01/17/10, From/To: BWI/DFW; Travel to Dallas for depositions Airfare - C. Wilson, 01/13/10; From/To: Atlanta/Chicago; Airfare Class: Economy; Travel to Chicago for Six Flags matters Airfare - C. Arty, 01/28/10, From/To: LGA/ORD; Return travel from New York to Chicago after depositions Airfare - C. Arty, 01/21/10, From/To: DFW/LAG/ORD; Airfare Class: Economy; Travel from Dallas to New York (948.70) to Chicago ($662.70) for depositions (including $30.00 agency fee, $60.00 checked baggage fee) Airfare - R. Martin, 01/25/10, From/To: AT/DFW; Airfare Class: Economy; Travel to Dallas for depositions Airfare - P. Harner, 02/04/10, From/To: LGA/ORD/LGA; Round trip travel from New York to Chicago and return to New York regarding depositions Airfare - C. Wilson, 02/15/10, From/To: Atlanta/LaGuardia; Airfare Class: Economy; Travel from Atlanta to New York for expert depositions Airfare - D. Simon, 02/17/10, From/To: Midway/LaGuardia; Airfare Class: Economy; Travel from Chicago to New York for expert depositions Airfare - R. Martin, 02/14/10, From/To: Atlanta/LaGuardia; Airfare Class: Economy; Travel from Atlanta to New York for expert depositions Airfare - P. Harner, 02/28/10, From/To: BWI/ORD/LGA; Round trip travel from Baltimore to Chicago and return to New York regarding hearing preparation Airfare - R. Martin, 02/22/10, From/To: AT/LGA; Airfare Class: Economy; Travel from Atlanta to New York for trial preparation Airfare - C. Wilson, 02/20/10, From/To: AT/LGA; Airfare Class: Economy; Travel from Atlanta to New York for trial preparation Airfare - C.Auty, 02/21/10, From/To: ORD/LGA; Airfare Class: Economy; Travel from Chicago to New York

1/31/2010 01/31/2010

1,324.40 1,564.96

01/31/2010

736.10

02/28/2010

615.40

02/28/2010

913.40

02/28/2010

959.40

02/28/2010 02/28/2010 03/31/2010

933.40 956.40 936.70

We asked Paul Hastings to provide further explanation regarding each airfare charge listed above.

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Paul Hastings response is attached hereto as Response Exhibit 9. We appreciate this response and have no objection to these expenses, except as follows: 1/22/10, $729.70, LGA/ORD, One Way Ticket, First Class, P. Harner: Our research26 revealed numerous one way, coach class, fully refundable, two day advanced purchase airfares with the same itinerary for as low as $304.70. Accordingly, we recommend a reduction equal to the difference between the two fares, for a reduction of $425.00 in expenses. 1/25/10, $975.00, DFW/LGA, One Way Ticket, First Class, P. Harner: Our research revealed numerous one way, coach class, fully refundable, two day advanced purchase airfares with the same itinerary for as low as $497.00. Accordingly, we recommend a reduction equal to the difference between the two fares, for a reduction of $478.00 in expenses. 1/31/10, $1,564.96, LGA/ORD/LGA, Round trip First Class and A27 Class, P. Harner: Our research revealed numerous round trip, coach class, fully refundable, two day advanced purchase airfares with the same itinerary for as low as $609.00. Accordingly, we recommend a reduction equal to the difference between the two fares, for a reduction of $955.96 in expenses. 2/28/10, $959.40, BWI/ORD/LGA, Round trip, V28 class on leg one and F class on leg two, P. Harner: Our research revealed numerous multi-city, coach class, fully refundable, two day advanced purchase airfares with the same itinerary for as low as $546.00. Accordingly, we recommend a reduction equal to the difference between the two fares, for a reduction of $413.40 in
26

All airfares were found on www.orbitz.com. Pursuant to www.Wikipedia.com , A is a First Class code. Pursuant to www.wikipedia.com, V is an Economy Class code, while F is a First Class

27

28

code.

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expenses. Thus, for this paragraph 23, we recommend a total reduction of $2,272.36 in expenses. 24. We noted numerous meal entries wherein either the corresponding time entries do

not support the necessity of the charge, or the amount appears to exceed our recommended ceilings.29 See Exhibit G. We asked Paul Hastings to review Exhibit G and provide further explanation regarding each of these charges. Paul Hastings response is attached hereto as Response Exhibit 10. The meal listed in item 1 exceeds the Fee Auditors recommended limit for a dinner in Chicago. The hours billed by Paul Hastings attorneys listed in items 22, 28 and 31 did not fall within the Fee Auditors guidelines of working 3.0 hours or more to warrant meal reimbursements on those days. Additionally, in item 51, one of the three attorneys that dined together that evening did not fall within the Fee Auditors guidelines of working 3.0 hours in order to warrant a meal reimbursement. Lastly, item 55 appears to be a duplicate charge of item 54 and is also listed for an incorrect amount for this meal. For all other meals, including meals associated with depositions and deposition preparations, Paul Hastings attorneys work exceeded the Fee Auditors 3.0 hour guidelines. Therefore, for the reasons stated, Paul Hastings agrees with the Fee Auditor that for the meals listed in items 22, 28, 31, 51 and 55 a reduction is in order.

We appreciate Paul Hastings response and have no objection to these charges, except as follows: 1/22/10, $65.08, Dinner for 1, Chicago: This charge exceeds our recommended ceiling for dinner for 1 in Chicago, which amount is $55.00. Accordingly, we recommend a reduction of $10.0830 in expenses.
For New York City and London: $40 for breakfast, $50 for lunch, and $70 for dinner. For Washington, D.C., Los Angeles, and San Francisco: $30 for breakfast, $40 for lunch, and $60 for dinner. For all other locales: $25 for breakfast, $35 for lunch, and $55 for dinner. (After 1/1/10).
30 29

$65.08 - $55 = $10.08.

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1/29/10, $120.87, Lunch for 3, Atlanta: This charge equates to $40.29 per person which is in excess of our recommended ceiling of $35.00 for lunch in Atlanta. Accordingly, we recommend a reduction of $15.8731 in expenses. 1/31/10, $30.82, Breakfast for 1, Austin: This charge exceeds our recommended ceiling for breakfast in Austin. Accordingly, we recommend a reduction of $5.8232 in expenses. Additionally, it is generally our position that it is reasonable only to charge the estate for overtime meals for those professionals that bill more than 3 hours on a particular day to the estate. In keeping with this position, we note the following meals wherein the professional charging the meal billed less than three hours to the Premier International case on the date of the charge: 1/12/10, $25.04, McGrath, After hours dinner when working late: According to the response, McGrath billed 2.6 hours to the estate on January 12, 2010. As such, we believe a reduction of this expense is appropriate, and recommend a reduction of $25.04 in expenses. 2/11/10, $29.24, McGrath, After hours dinner: According to the response, McGrath billed 0.00 hours to the Premier International case on this date. As such, we believe a reduction of this expense is appropriate, and recommend a reduction of $29.24 expenses. 2/23/10, $23.92, Chernick, After hours dinner: According to the response, Chernick billed 2.0 hours to the estate on this date. As such, we believe a reduction of this expense is appropriate, and recommend a reduction of $23.92 in expenses. 2/27/10, $28.67, McGrath, After hours dinner: According to the response, McGrath did not bill any

31

$40.29 - $35 times 3 = $15.87. $30.82 - $25 = $5.82.

32

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time to the estate on the date of the charge. As such, we believe a reduction of this expense is appropriate, and recommend a reduction of $28.67 in expenses. 3/18/10, 49.03, After hours dinner for 3, Cohen, Chernick and Donaher: According to the response, Donaher billed 2.5 hours on the date of this charge. We calculate Donahers third of the bill was 16.33, and thus we recommend a reduction of $16.33 in expenses. 3/18/10, $25.00, After hours dinner, Cohen: According to the response, Cohen billed .7 hours to the estate on the date of this charge. As such, we believe a reduction of this charge is appropriate, and recommend a reduction of $25.00 in expenses. 3/31/10, $23.20, After hours dinner, Crain: According to the response this is a duplicate charge, and thus we recommend a reduction of $23.20 expenses. Thus, for this paragraph 24, we recommend a total reduction of $203.17 in expenses. 25. We noted the following lodging expenses that are for hotels which are rated four and

one-half stars or above on www.expedia.com, and whose nightly rates exceed our recommended trigger rates33: 1/31/10 1,128.13 Lodging - R. Lewis, 01/21/10, Hotel: The New York Palace34; Check -in date: 01/20/10; Check-out date: 01/21/10; Hotel in New York for depositions Lodging-M. Stefanelli, 1/28/10, Hotel: Four Seasons Hotel35; Checkin date: 1/28/10; Check-out date: 1/29/10; Hotel in Austin, TX for deposition

1/31/10

454.25

Our per night trigger rates are as follows: $450 for New York City and London; $350 for Chicago, Washington D.C., Boston, and San Francisco; $300 for Philadelphia, Pittsburgh, Detroit, and Los Angeles; and $250 for Denver, Dallas, Atlanta, and the rest of the country.
34

33

Pursuant to www.expedia.com this is a 4.7 star hotel. Pursuant to www.expedia.com this is a 4.5 star hotel.

35

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1/31/10 1/31/10 2/28/10

02/28/2010

03/16/2010

03/16/2010

03/19/2010

03/24/2010

Lodging - J. Geier, Hotel: The Benjamin Hotel36; Check-in date: 1/26/10; check-out date: 1/27/10; Hotel in New York for depositions 345.57 Lodging-J. Geier, Hotel: Grand Hyatt at DFW37; check-in date: 1/28/10; Check-out date: 1/29/10; Hotel in Dallas for depositions. 536.54 Lodging - D. Simon, 02/17/10, Hotel: Affinia 5038; Check-in date: 02/17/10; Check-out date: 02/18/10; Hotel in New York for Six Flags expert depositions Lodging - E. Stevens, 03/06/10, Hotel: Elysee39; Check-in date: 1,863.46 03/01/10; Check- out date: 03/05/10; Hotel in New York for trial preparation Lodging - M. Stefanelli, 03/04/10, Hotel: W Hotel; Check-in date: 2,306.75 02/28/10; Check-out date: 03/04/10; Hotel in New York for confirmation hearing preparations 1,356.39 Lodging - D. Simon, 03/08/10, Hotel: W Hotel40; Check-in date: 03/08/10; Check-out date: 03/11/10; Hotel in New York for confirmation hearing preparation Lodging - C. Wilson, 03/07/10, Hotel: The New York Palace; 2,155.74 Check- in date: 03/03/10; Check-out date: 03/07/10; Hotel in New York for pre-trial meetings and trial preparations Lodging - R. Martin, 03/07/10, Hotel: The New York Palace41; 2,143.76 Check-in date: 03/03/10; Check-out date: 03/07/10; Hotel in New York for trial preparation 488.31

We asked Paul Hastings to provide further explanation regarding each of the above referenced entries. Paul Hastings response is provided below and attached hereto as Response Exhibit 11. Paul Hastings agrees with the Fee Auditor that the Austin, Texas and Dallas, Texas hotel room rates listed in items 2 and 4 exceed the trigger rates and that a reduction
36

Pursuant to www.expedia.com this is a 4.6 star hotel. Pursuant to www.expedia.com this is a 4.7 star hotel. Pursuant to www.expedia.com this is a 4.6 star hotel. This boutique hotel was not listed on www.expedia.com. Pursuant to www.expedia.com this is a 4.6 star hotel. Pursuant to www.expedia.com this is a 4.7 star hotel.

37

38

39

40

41

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is in order. However, with regard to the one New York hotel rate in item 9 that exceeded the Fee Auditors trigger rate, please note that this rate was only $40.00 above this limit and charged for only 2 nights of a 4 night stay at this hotel. This room rate was subsequently reduced by $60.00 per night for the last 2 nights of this stay.

We appreciate Paul Hastings response and have no objection to these charges, except as follows: 1/31/10, 454.25, Four Seasons Hotel42; Austin, TX, $395 per night: This nightly rate exceeds our trigger rate of $250.00 per night for Austin. Accordingly, we recommend a reduction equal to the difference between the charge of $395 per night and our trigger rate of $250 per night, for a reduction of $145.00 in expenses. 1/31/10, 345.57, Grand Hyatt at DFW43, $308.55 per night: This nightly rate exceeds our trigger rate of $250.00 per night for Dallas. Accordingly, we recommend a reduction equal to the difference between the charge of $308.55 per night and our trigger rate of $250 per night, for a reduction of $58.55 in expenses. 03/24/2010, 2,143.76, The New York Palace44, New York, $499.00 for two of the nights, $429 for two of the nights: The rate of $499 per night exceeds our trigger rate of $450 per night for New York. Accordingly, we believe a reduction equal to the difference between the rate of $499 per night and our trigger rate of $450 is appropriate, for a reduction of $98.00 in expenses for the two nights for which this rate was applicable.

42

Pursuant to www.expedia.com this is a 4.5 star hotel. Pursuant to www.expedia.com this is a 4.7 star hotel. Pursuant to www.expedia.com this is a 4.7 star hotel.

43

44

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Thus, for this paragraph 25, we recommend a total reduction of $301.55 in expenses. 26. We noted numerous ground transportation charges for after hour car/taxi service

when working late. See Exhibit H. We asked Paul Hastings to provide further explanation regarding these charges. Paul Hastings response is provided below and attached hereto as Response Exhibit 12. For items 8, 9, 37, 50, 66, 67, and 69, Paul Hastings professional billed less than 3.0 hours, which is the Fee Auditors guidelines in order to warrant after hours transportation home when working late. Additionally, the transportation expense listed on item 3 is repeated again in item 31. Lastly, the car services listed in item 31 for early morning transportation do exceed the Fee Auditors guidelines for this type of serve. For all other ground transportation items, Paul Hastings professionals work exceeded the Fee Auditors 3.0 hour guidelines. Therefore, Paul Hastings agrees with the Fee Auditor regarding these transportation expenses that a reduction is in order. We appreciate Paul Hastings response. Further, we believe it is reasonable only to charge the estate for overtime transportation for those professionals that bill more than 3 hours on a particular day to the estate. In keeping with this position, we note the following transportation charges wherein the professional charging the transportation billed less than three hours to the Premier International case on the date of the charge: 01/15/10, $13.00, 1/11/10, After hours taxi, Andrew Short: According to the response, Mr. Short billed 1.0 hours to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus recommend a reduction of $13.00 in expenses. 1/13/10, $23.47, 1/13/10, After hours car service, Casey McGrath: According to the response, McGrath billed 1.1 hours to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus recommend a reduction of $23.47 in expenses.

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1/31/10, $9.45, 12/15/09, After hours taxi, Mary Weber: According to the response, Ms. Weber billed 1.2 hours to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus we recommend a reduction of $9.45 in expenses. 3/16/10, $15.00, 2/12/10, After hours taxi, Angelique Crain: According to the response, Ms. Crain billed 2.1 hours to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus we recommend a reduction of $15.00 in expenses. 3/15/10, $160.84, M. Donaher, After hours car service: The response does not reveal the number of hours Mr. Donaher billed on March 15, 2010. As such, we recommend a reduction of this expense, for a reduction of $160.84 in expenses. 03/16/10, $160.84, M. Donaher, After hours car service: According to the response, Mr. Donaher billed 1.5 hours to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus we recommend a reduction of $160.84 in expenses. 3/17/10, $171.04, Matthew Donaher, After hours car service: According to the response, Mr. Donaher billed 1.5 hours to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus we recommend a reduction of $171.04 in expenses. 3/5/10, $58.71, Terrence Boyle, After hours car service: According to the response, Mr. Boyle billed no time to the estate on the date in question. As such, we believe a reduction of this expense is appropriate, and thus we recommend a reduction of $58.71 in expenses. Additionally, we note the following duplicate entry: 01/13/10, $113.55, J. Cooper, After hours car service: According to the response, this charge is repeated in item number 31, and thus we recommend a reduction of $113.55 in expenses.

FEE AUDITORS FINAL REPORT - Page 31 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Thus, for this paragraph 26, we recommend a total reduction of $725.90 in expenses. 27. 02/12/10 01/28/10 We noted the following car service expenses which required further explanation: 49.22 64.74 VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket #1543736, 02/12/10, S. Catlett, Car service from New York hotel to LGA VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket #1731231, 01/28/10, Passenger: C. Auty, Car service form Paul Hastings New York office to LGA VITAL Trans. Inv: #0120821 dated 12/08/09, Ticket 1579645, 12/02/09 Passenger: P. Harner; Car service from Paul Hastings New York office to clients office. VITAL Trans. Inv. #0122855 dated 1/26/10, Ticket 1520974, 1/22/10, LAG Passenger: S. Catlett, Car service from Paul Hastings New York office to LAG VITAL Trans. Inv. #0124211 dated 03/02/10, Ticket #1520986, 02/23/10, Passenger: S. Catlett, Car service from Paul Hastings New York office to LGA VITAL Trans. Inv. #0124211 dated 03/02/10, Ticket #1547551, 02/25/10, Passenger: M. Martin, Car service from Omni Berkshire Hotel to LGA PEH2 Taxi/Ground Transportation - Chicago A1 Limousine Service Inv. #1107, 02/01/10, Passengers: P. Harner - Car service on 01/13 from ORD to Peninsula Hotel and on 01/15 from Paul Hastings Chicago office to ORD ($136.00); M. Martin - Car service on 01/14 from Paul Hastings Chicago office to ORD ($68.00) Taxi/Ground Transportation - Roadrunner Express, Inc. 100.10 Invoice #277 dated 03/22/10; Car service for S. Catlett on 03/19/10 from Hotel DuPont to PHL airport Taxi/Ground Transportation - Roadrunner Express, Inc. 100.10 Invoice #277 dated 03/22/10; Car service for D. Simon on 03/19/10 from Hotel DuPont to PHL airport Taxi/Ground Transportation - Roadrunner Express, Inc. 100.10 Invoice #277 dated 03/22/10; Car service for M. Martin on 03/19/10 from Hotel DuPont to PHL airport Taxi/Ground Transportation - Roadrunner Express, Inc. 121.10 Invoice #214 dated 01/18/10, C. Arty, Car service from PHL airport to Rodney Square Taxi/Ground Transportation - Roadrunner Express, Inc. 148.10 Invoice #214 dated 01/18/10, C. Arty, Car service from Rodney Square to PHL airport

12/2/09

135.78

1/22/10

95.56

02/23/2010

64.74

02/25/2010

49.22

01/31/2010

204.00

03/30/2010 PEH2

03/30/2010 PEH2

03/30/2010 PEH2

04/30/2010 PEH2

04/30/2010 PEH2

FEE AUDITORS FINAL REPORT - Page 32 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

04/30/2010 PEH2

03/02/2010 PHJW

03/06/2010 PHJW

03/07/2010 PHJW

03/07/2010 PHJW

Taxi/Ground Transportation - Roadrunner Express, Inc. Invoice #262 dated 03/08/10, A. Eissing, Car service from PHL airport to Hotel DuPont VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket #0017215, 03/02/10, M 75 E 55 ST 10022 Passenger: P. Harner; car pickup from Paul Hastings New York office to LaGuardia Airport VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket #0012956, 03/06/10, S. Catlett, Car service from Paul Hastings New York office to Newark airport VITAL Trans. Inv. #0124882 dated 03/16/10, Ticket #0012964, 03/07/10, C. Wilson, M. Martin and M. Weber; car rental from Palce Hotel to Wilmington, DE VITAL Trans. Inv. #0125128 dated 03/23/10, Ticket #1521789, 03/07/10, P. Harner; car rental from Hotel to Wilmington, DE

159.10

83.59

100.59

500.21

576.66

We asked Paul Hastings to provide further explanation regarding the above referenced expenses. Paul Hastings response is provided below and attached hereto as Response Exhibit 13. Consistent with its earlier submissions, in the best interests of the estate, Paul Hastings agrees with the Fee Auditor that a certain reduction is in order for these car service expenses o bring the total amounts down to comparable standard taxi service at the designated locations. But with respect to the car service expenses listed for items 1, 5, 6, 8-10, and 13-15 (as also referenced by asterisks next to the car service expense amounts), Paul Hastings notes that all forms of transportation in New York City and the Northeast were adversely affected by the snow storms occurring during February and March 2010, making it unpredictable if not impossible to secure available, reliable taxi service. Finally, with respect to items 16 and 17 (as also referenced by double asterisks next to the car service expense amounts), Paul Hastings investigated cost-effective options for transporting attorneys, voluminous documents and exhibits, and other supplies to Wilmington, Delaware on March 7, 2010 for the confirmation hearing. In addition, the timing of this travel was impacted by the extended trial preparation sessions in New York City with the following testifying witnesses from Six Flags, Inc. (Six Flags): Jeffrey Speed, Executive Vice President and Chief Executive Officer, Marshall Barber, Vice President, Business Planning, and John Odum, Senior Vice President of Planning and Development. Accordingly, partner Matthew Martin

FEE AUDITORS FINAL REPORT - Page 33 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

(RMM2) and associates Candice Wilson (CRV) and Mary Weber (MTW) drove in one car with part of the documents, exhibits, supplies, and luggage and partner Paul Harner (PEH2) and Christian Auty (CMA) drove in a second car with the remaining materials. We appreciate Paul Hastings response and have no objection to these charges, except as follows: 12/2/09, $135.78, Car service from Paul Hastings New York office to clients office: Our research45 revealed that a taxi fare from Paul Hastings New York office to 455 Madison Avenue runs approximately $5.00. As such, we recommend a reduction of $130.78 in expenses. 1/22/10, $95.56, Car service from Paul Hastings New York office to LAG: Our research revealed a taxi fare from Paul Hastings New York office to LaGuardia runs approximately $27.63. Thus, we recommend a reduction of $67.93 in expenses. 1/31/10, $204.00, Car service from ORD to Peninsula Hotel and on 1/15/10 from Paul Hastings Chicago office to ORD ($136); M. Martin - car service on 01/14/10 from Paul Hastings Chicago office to ORD ($68): Our research revealed that a taxi fare from ORD to the Peninsula Hotel runs approximately $38.07. Thus we recommend a reduction equal to the difference between the rate of $204 and $38.07 for a reduction of $165.93 in expenses for this trip. Additionally, a taxi fare from Paul Hastings Chicago office to Chicago OHare Airport runs approximately $37.44 each way. As such, we recommend a reduction of $129.1246 in expenses for the two trips from Paul Hastings Chicago office to ORD, for a total recommended reduction of $295.05 in expenses. 04/30/10, $121.10, Car service from PHL airport to Rodney Square: Our research revealed a taxi

45

All taxi fares were found on www.taxifarefinder.com.

46

(136 less 37.44) 98.56 + (68 less 37.44) 30.56=129.12.

FEE AUDITORS FINAL REPORT - Page 34 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

from PHL to Rodney Square runs approximately $73.00. As such, we recommend a reduction equal to the difference between the rate charged of $121.10 and the rate we found of $73.00 for a reduction of $48.10 in expenses. 04/30/10, $148.10, Car service from Richards Layton office to PHL airport: Our research revealed a taxi fare from Richards Laytons office (920 N. King Street) to the Philadelphia airport runs approximately $72.00. As such, we recommend a reduction equal to the difference between the rate charged of $148.10 and the rate we found of $72, for a reduction of $76.10 in expenses. 03/02/10, $83.59, car pickup from Paul Hastings New York office to LaGuardia Airport: Our research revealed a taxi fare from Paul Hastings New York office to LaGuardia runs approximately $27.63. Thus, we recommend a reduction equal to the difference between the rate charged of $83.59 and the rate we found of $27.63, for a reduction of $55.96 in expenses. Additionally, we note the following car rentals: 3/07/10, $500.21, Car Rental for transportation to confirmation hearings: Subsequent to Paul Hastings response to our initial report, we asked Paul Hastings for clarification on the length of the two car rentals. Paul Hastings responded The car rentals [were] for one-way travel for two vehicles driving from midtown in New York City to Wilmington, Delaware on March 7, 2010. Accordingly, we researched the cost of a car rental for one-way travel from midtown New York City to Wilmington, Delaware and our research revealed that Hertzs most expensive rental for one days travel with pick-up in New York (various locations) and drop off in Delaware (Wilmington train station) runs $327.61, while Avis most expensive rental with the same itinerary is approximately $213.09. As such, we believe a reduction from the rate charged to Hertzs rate of $327.61 is

FEE AUDITORS FINAL REPORT - Page 35 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

appropriate, for a reduction of $172.60 in expenses. 3/0710, $576.66, Car Rental for transportation to confirmation hearings: For the reasons stated above, we believe a reduction is in order, and thus we recommend a reduction equal to the difference between the rate charged and the rate we found of $327.61, for a reduction of $249.05 in expenses. Thus, for this paragraph 27, we recommend a total reduction of $1,095.57 in expenses. 28. 12/31/09 1/13/10 1/13/10 1/29/10 1/31/10 1/31/10 01/31/2010 01/31/10 02/28/2010 03/16/2010 We noted the following rail expenses which required additional information: 223.00 223.00 266.00 266.00 308.00 244.00 266.00 287.00 PHJW PHJW Rail - P. Harner, 01/04/10, Travel from Baltimore to New York regarding Six Flags matters Rail - P. Harner, 1/7/10, Travel from New York Penn Station to Baltimore Rail - Paul Harner; 1/11/10, Travel from Baltimore to New York Rail - P. Harner, 01/25/10, Travel to New York for depositions Rail - P. Harner, 01/29/10, Travel to Baltimore regarding Six Flags matters Rail - P. Harner, 1/31/10, Return travel from Baltimore regarding Six Flags matters Rail - P. Harner, 02/08/10, Travel from Baltimore to New York regarding Six Flags matters Rail - P. Harner, 02/05/10, Travel to Baltimore regarding Six Flags matters Rail - E. Stevens, 03/01/10; Train from Washington to 221.00 New York Rail - D. Simon, 03/06/10, Train ticket for M. Barber 216.00 (client) from New York to Wilmington to attend confirmation hearing Rail - I. Timofeyev, 03/17/10, Train from Washington, 233.00 DC to Wilmington and on 03/18/10 from Wilmington to Washington, DC Rail - D. Simon, 03/07/10, Train tickets for M. Stefanelli 432.00 and D. Simon from New York to Wilmington for confirmation trial Rail - P. Harner, 03/12/10, Travel from Wilmington, DE 221.00 to New York during hearing Rail - P. Harner, 03/23/10, Travel from Baltimore to New 248.00 York

03/22/2010

PHJW

03/16/2010

PHJW

03/24/2010 03/24/2010

PHJW PHJW

FEE AUDITORS FINAL REPORT - Page 36 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/24/2010 03/30/2010

PHJW PHJW

Rail - C. Allen, 03/05/10, Round trip ticket for travel from Penn Station to Wilmington and return to New York Rail - M. Weber, 03/12/10, Train from Wilmington to Stamford, CT

268.00 245.00

We asked Paul Hastings to provide further explanation regarding each expense listed. Paul Hastings response is provided below and attached hereto as Response Exhibit 14. We have the requested detail provided for these items. In doing so, however, we have determined that the train expenses listed in items 2, 5 and 8 appear to have been charged incorrectly, and Paul Hastings therefore agrees with the Fee Auditor that a reduction is in order for these three items. We appreciate Paul Hastings response and note the following fares which appear excessive: 12/31/09, $223.00, One Way Rail - P. Harner, 01/04/10, Travel from Baltimore to New York regarding Six Flags matters: Our research47 revealed that the average coach class train fare from Baltimore to New York runs approximately $88.25. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $134.75 in expenses. 1/13/10, $266.00, One Way Rail - Paul Harner; 1/11/10, Travel from Baltimore to New York: Our research revealed that the average coach class train fare from Baltimore to New York is $88.25. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $177.75 in expenses. 1/29/10, $266.00, One Way Rail - P. Harner, 01/25/10, Travel to New York for depositions: Our research revealed that the average coach class train fare from New York to Baltimore runs approximately $88.25. As such, we believe a reduction equal to the difference between the two fares

47

All train fares were found on www.amtrak.com.

FEE AUDITORS FINAL REPORT - Page 37 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

is appropriate, for a reduction of $177.75 in expenses. 1/31/10, $244.00, One Way Rail - P. Harner, 1/31/10, Return travel from Baltimore regarding Six Flags matters: Our research revealed that the average coach class train fare from New York to Baltimore is $88.25. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $155.75 in expenses. 1/31/10, $266.00, One Way Rail - P. Harner, 02/08/10, Travel from Baltimore to New York regarding Six Flags matters: Our research revealed that the average coach class train fare from Baltimore to New York is $88.25. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $177.75 in expenses. 2/28/10, $221.00, One Way Rail - E. Stevens, 03/01/10; Train from Washington to New York: Our research revealed several coach class train fares from Washington, D.C. to New York for less than $131.00. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $90.00 in expenses. 3/16/10, $216.00, One Way Rail - D. Simon, 03/06/10, Train ticket for M. Barber (client) from New York to Wilmington to attend confirmation hearing: Our research revealed several coach class train fares from New York to Wilmington for as low as $55.00 As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $161.00 in expenses. 3/22/10, $233.00, One Way Rail - I. Timofeyev, 03/17/10, Train from Washington, DC to Wilmington and on 03/18/10 from Wilmington to Washington, DC: Our research revealed several coach class train fares from Wilmington to Washington for as low as $44.00. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $189.00 in expenses.

FEE AUDITORS FINAL REPORT - Page 38 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

3/16/10, $432.00, One Way Rail - D. Simon, 03/07/10, Train tickets for M. Stefanelli and D. Simon from New York to Wilmington for confirmation trial: Our research revealed several coach class train fares from New York to Wilmington for as low as $55.00. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $322.0048 in expenses. 3/24/10, $221.00, One Way Rail - P. Harner, 03/12/10, Travel from Wilmington, DE to New York during hearing: Our research revealed several coach class train fares from Wilmington to New York for as low as $55.00. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $166.00 in expenses. 3/24/10, $248.00, One Way Rail - P. Harner, 03/23/10, Travel from Baltimore to New York: Our research revealed that the average coach class train fare from Baltimore to New York is $88.25. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $159.75 in expenses. 3/24/10, $268.00, One Way Rail - C. Allen, 03/05/10, ticket for travel from Penn Station to Wilmington and return to New York: Our research revealed several coach class train fares from New York to Wilmington for as low as $55.00. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $213.00 in expenses. 3/30/10, $245.00, One Way Rail - M. Weber, 03/12/10, Train from Wilmington to Stamford, CT: Our research revealed several coach class train fares from Wilmington to Stanford for as low as $80.00. As such, we believe a reduction equal to the difference between the two fares is appropriate, for a reduction of $165.00 in expenses.

48

$55 times 2 equals $110. $432 minus $110 equals $332.00.

FEE AUDITORS FINAL REPORT - Page 39 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Additionally, we note the following proffered reductions: 1/13/10, Rail, P. Harner, 1/7/10, travel to Baltimore, $223: Paul Hastings response states, This travel expense was billed incorrectly, thus we recommend a reduction of $223.00 in expenses. 1/31/10, Rail - P. Harner, 1/29/10, travel to Baltimore, $308 : Paul Hastings response states, This travel expense was billed incorrectly, thus we recommend a reduction of $308.00 in expenses. 1/31/10, Rail - P. Harner, 2/5/10 travel to Baltimore, $287: Paul Hastings response states, This travel expense was billed incorrectly, thus we recommend a reduction of $287.00 in expenses. Thus, for this paragraph 28, we recommend a total reduction of $3,107.50 in expenses. 29. 01/29/2010 We noted the following courier expenses: PHJW 31.01 VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket #1465227, 01/29/10, Courier documents to M. Cohen home VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1546901, 02/05/10, Courier documents to J. Coughlin home VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket #1546902, 02/05/10, Courier documents to M. Cohen home VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1547088, 02/06/10, Courier additional documents to J. Coughlin home VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1547159, 02/06/10, Courier documents to J. Speed home (CT)

02/05/2010

PHJW

90.23

02/05/2010

PHJW

31.01

02/06/2010

PHJW

111.85

02/06/2010

PHJW

160.75

02/06/2010

PHJW

11/20/2009 1/09/10

34.97 31.01

VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1547160, 02/06/10, Courier documents to J. Coughlin home VITAL Trans. Inv#0120343 dated 11/24/09, Ticket 1465208, 11/20/09, Courier documents to A. Gimenez home VITAL Trans. Inv. #0122569 dated 01/19/10 Ticket 1465219,

96.33

FEE AUDITORS FINAL REPORT - Page 40 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

1/15/09 1/19/10 1/25/10 11/20/09

108.58 102.78 89.76 114.24

12/23/09 12/30/09 1/7/10 1/15/10 1/15/10 01/31/10

19.80 29.80 33.80 33.80 42.90 89.76

02/13/10 02/13/10

113.52 160.50

03/05/2010 PHJW

03/05/2010 PHJW

03/05/2010 PHJW

03/26/2010 PHJW

03/26/2010 PHJW

1/09/10, Courier documents to M. Cohen home VITAL Trans. Inv. #0122569 dated 01/19/10, Ticket 1465220, 1/15/10, Courier documents to J. Coughlin home Taxi/Ground Transportation-TownCar,Exec. Car & Limo Svc., Inc. Inv. #4867799, 12/1/09, Courier documents to M. Cohen home Taxi/Ground Transportation - Dial Car, Inc., Inv. #1092783, Voucher #02544626, 11/25/09, Courier documents to L. Iovine home (NJ) Taxi/Ground Transportation - W. Schwitterp; Dial Car, Inv., Inv. #1090578 dated 10/21/09, Tkt #86448, Package - Courier documents to W. Schwitter home (NJ 10/16/09) Messenger: Deliver documents from Six Flags to PH New York office Messenger: Deliver documents to A. Gimenez home Messenger: Deliver documents from Six Flags to PH New York office Messenger: Deliver documents to Akin Gump Messenger: Deliver documents to Six Flags office LPI Taxi/Ground Transportation - Dial Car Inc. Inv. #1094330, 01/13/10, Voucher #544637, 12/28/09, Courier documents to L. Iovine home (NJ) VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket #1547092, 02/13/10, Courier documents to J. Coughlin home VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket #1547093, 02/13/10, Courier documents to J. Speed home (CT) VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket 96.33 #1546936, 03/05/10 Courier documents to J. Coughlin home VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket 28.04 #1547097, 03/05/10, Courier documents to R. Martin at New York Palace VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket 29.03 #1547098, Courier documents to S. Catlett at New York Hotel VITAL Trans. Inv. #0125436 dated 03/30/10, Ticket 96.33 #1547600, 03/26/10, Courier documents to J. Coughlin home VITAL Trans. Inv. #0125775 dated 04/06/10, Ticket 139.08 #1547601, 03/26/10, Courier documents to J. Speed home (CT)

FEE AUDITORS FINAL REPORT - Page 41 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/28/2010 PHJW

VITAL Trans. Inv. #0125775 dated 04/06/10, Ticket #1732401, 03/28/10, Courier documents to M. Cohen home

59.12

We asked Paul Hastings to provide further explanation regarding these charges. Paul Hastings response is provided below and attached hereto as Response Exhibit 15. For items 2, 4, 5, 6, 9, 19, 20, 21, 24 and 25, a car service was used at the client's request to deliver voluminous documents to Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel including, for example, plan negotiation documents, various versions of the plan of reorganization, plan supplements and exhibits, exit financing documents, rights offering documents and backstop commitment agreement. Regarding items 13 and 15, at the client's request, Paul Hastings had its messenger service go to Six Flags' New York corporate office to pick up and then subsequently deliver documents to Paul Hastings New York office in connection with the expedited confidential document productions and other discovery that were occurring at that time. In addition, in connection with these same expedited confidential document productions and other discovery, Paul Hastings had its messenger service deliver documents to the New York offices of Akin Gump, counsel to the SFO Noteholders and to Six Flags' New York office which accounts for items 16 and 17. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. It thus was critical that she receive and review the ever-changing financing documents. It was necessary that she not only timely advise the client regarding those documents, but also be in a position to respond and comment upon them and continue time-sensitive negotiations with all constituency parties. Due to the expediency, and often at the client's request, financing documents pertaining to items 1, 3, 10 and 26 were couriered Michele Cohen's home. Steven Catlett was the lead litigation attorney responsible for the courtrelated aspects of the restructuring and addressed on-going plan negotiations and issues with various creditor constituencies. Matthew Martin was a senior litigation partner involved in defending current and former Six Flags executives at their respective depositions. These partners, along with Paul Harner, were actively engaged in preparing to represent Six Flags at their upcoming confirmation hearings. Both Steven Catlett and

FEE AUDITORS FINAL REPORT - Page 42 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Matthew Martin were preparing to travel to Wilmington, Delaware for the upcoming twoweek March 2010 confirmation hearing. Accordingly, in order to review the most current versions of the pre-trial memoranda and witness preparation documents, these documents, corresponding to items 22 and 23, were couriered to Steven Catlett and Matthew Martin. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. On March 16, 2009 the Debtors' filed their Motion for an Order (1) Approving the Disclosure Statement and Notice Thereof; (II) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject the Debtors Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code Including (A) Fixing the Voting Record Date, (B) Approving Solicitation Packages and Procedures for Distribution Thereof, and (C) Approving Forms of Ballots and Establishing Procedures for Voting on the Plan; (III) Scheduling a Confnmation Hearing and Establishing Notice and Objection Procedures in Respect of Confirmation of the Plan; and (IV) Granting Related Relief pocket No. 817]. Since William Schwitter was actively working on and reviewing these documents, due to its voluminous size (216 pages), this document (item 12) was couriered to his home. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Regarding items 11 and 18, the most current versions of the plan, disclosure statement and rights offering documents were couriered to Luke Iovine for review and comments. Alicia Gimenez was one of the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction and worked with Michele Cohen regarding same. Therefore, in connection with items 7 and 14, financing documents were couriered to Alicia Gimenez to review. Paul Hastings utilized a car service to deliver documents only when some form of immediate action was necessary and/or at the express wishes of the client. Given the immediacy and time-sensitive nature of these documents, as well as certain documents' voluminous size, which impacted upon the availability and expense of any alternative delivery option, the relative amount of these car service expenses are offset by the benefit to the client and the attorneys as they were able to analyze, review and respond to these documents and issues in an expedited manner. We appreciate Paul Hastings response and have no objection to these expenses. 30. We noted the following expenses which require additional information:

FEE AUDITORS FINAL REPORT - Page 43 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

1/27/10 1/14/10 1/29/10 1/29/10 2/28/10 02/26/10

22,765.76 51,303.98 12,052.00 10,098.13 5,678.59 24,290.50

The Darcel Group Invoice #756861 dated 12/25/09, Gigs loaded for search terms, Gigs processed for Tiff regarding document production Outside Professional Services - Legalpeople Inv. No. 11613, 1/08/10, Temporary attorneys for document review Outside Professional Services - Legalpeople Inv. No. 11643, 1/15/10, Temporary attorneys for week ending 1/10/10 for document review Outside Printing & Photocopy - Document Technologies, LLC Inv. #508388 dated 01/26/10, Blowbacks, atbs, custom tabs and binders Outside Printing & Photocopy - ON Press Graphics, Inc. Inv. #00820563, 01/08/10, Tiffing of 3.62 GB of data, keyword searching Outside Professional Services - Legalpeople Inv. no. 11669, 01/22/10, Temporary attorneys for week ending 01/17/10

The Guidelines Rule II.E.3. states .... Unusual items require more detailed explanations and should be allocated, where practicable, to specific projects. We asked Paul Hastings to provide further explanation regarding each of the expenses listed. Paul Hastings response is provided below and attached hereto as Response Exhibit 16. The expenses listed above were incurred in connection with expedited discovery, document productions, document reviews, and deposition preparations leading up to the Debtors two-week confirmation hearing in March 2010 all of which was scheduled in accordance with Judge Sontchis December 21, 2009 Agreed Scheduling Order. Paul Hastings utilized the most economical, efficient and timesensitive methods in order to comply with this schedule and, therefore, feels that its expenses incurred in connection with this work are appropriate and justified. For items 2, 3, and 6, Paul Hastings hired temporary contract attorneys to review voluminous documents obtained from various Six Flags and Houlihan. Using contract attorneys to conduct the review allowed the Debtors to produce documents and prepare for depositions on the expedited timeframe required by to the Agreed Scheduling Order. Moreover, using contract attorney resources provided a significant cost savings for the estate given the negotiated hourly rate of $52.00, considerably less than the rates of the Paul Hastings attorneys. Then with respect to items 1 and 5, these represent necessary electronic discovery processing costs required in order to process or tiff the voluminous electronic documents received from multiple custodians. For items 1 and 5, the vendors process included configuring the documents into a reviewable format and subsequently applying the parties agreed upon search terms to the documents. In choosing vendors, Paul Hastings considered the most cost-effective and economical companies that were able to comply with the expedited review and production

FEE AUDITORS FINAL REPORT - Page 44 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

deadlines. Finally, a portion of these expenses is attributable to processing costs associated with creation of individualized deposition binders for each of the fifteen Debtor deponents. Each of these binders contained a subset of key documents for deposition preparations identified after the universe of produced documents were reviewed by the contract attorneys with oversight from the Paul Hastings attorneys. Specifically, for item 4, deposition binders were created for use in the preparation sessions for the following current and former Six Flags executives at their respective depositions in Dallas, Texas: Lenny Russ, Corporate Controller, Marshall Barber, Vice President, Business Planning, Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer, Liana Kuperman, Financial Reporting Manager, John Odum, Senior Vice President of Planning and Development, Jennifer DeSaegher, Corporate Manager of Planning and Analysis and former Six Flags executive, Mario Centola, Former Director of Business Planning. These depositions were defended in large part by Matthew Martin and Candice Wilson, who were both attorneys in Paul Hastings Atlanta office. Accordingly, the binders were delivered to Paul Hastings Atlanta office so that Matthew Martin and Candice Wilson could prepare for the Dallas, Texas depositions. We appreciate Paul Hastings response and thus have no objection to these expenses. 31. Thus we recommend approval of fees totaling $7,051,395.25 ($7,090,800.25 minus

$39,405.00) and costs totaling $366,351.78 ($374,633.83 minus $8,282.05) for Paul Hastings services for the Third Interim Period. CONCLUSION 32. Thus we recommend approval of fees totaling $4,697,924.50 ($4,717,762.00 minus

$19,837.50) and costs totaling $111,056.44 ($113,287.59 minus $2,231.15) for Paul Hastings services for the Second Interim Period; as well as approval of fees totaling $7,051,395.25 ($7,090,800.25 minus $39,405.00) and costs totaling $366,351.78 ($374,633.83 minus $8,282.05) for Paul Hastings services for the Third Interim Period.

FEE AUDITORS FINAL REPORT - Page 45 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Respectfully submitted, WARREN H. SMITH & ASSOCIATES, P.C. By:__________________________________ Warren H. Smith Texas Bar No. 18757050 325 N. St. Paul Street, Suite 1250 Republic Center Dallas, Texas 75201 214-698-3868 214-722-0081 (fax) whsmith@whsmithlaw.com FEE AUDITOR

CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing document has been served via First-Class United States mail to the attached service list on this 6th day of December, 2010.

____________________________________ Warren H. Smith

FEE AUDITORS FINAL REPORT - Page 46 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

SERVICE LIST Notice Parties

The Applicant Paul, Hastings, Janofsky & Walker LLP Attn: Paul E. Harner, Esquire 191 North Wacker Drive, 30th Floor Chicago, IL 60606 Attorneys for the Debtor Richards Layton & Finger P.A. Attn: Katherine Good, Esquire One Rodney Square 920 North King Street Wilmington, DE 19801 Office of the United States Trustee Office of the U.S. Trustee Delaware 844 King St., Ste. 207, Lockbox 35 Wilmington, DE 19899-0035 Counsel to the Official Committee of Unsecured Creditors Brown Rudnick LLP Attn: Steven B. Levine, Esquire Seven Times Square New York, NY 10036 AND Pachulski Stang Ziehl & Jones LLP Attn: Laura Davis Jones, Esquire Attn: Timothy Cairns, Esquire 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Financial Advisors to the Debtors
Houlihan Lokey Howard & Zukin Capital, Inc.

Special Counsel to the Debtors and Debtors in Possession Cadwalader, Wickersham & Taft LLP Attn: Sharon J. Richardson One World Financial Center New York, NY 10281 Andrews Kurth Attn: Andrew Feiner 450 Lexington Avenue New York, NY 10017 Auditor to the Debtors KPMG Attn: Keith Schwarz, Esquire 210 Park Avenue, Suite 2850 Oklahoma City, OK 73102 Financial Advisors to the Official Committee of Unsecured Creditors Anders J. Maxwell Managing Director PETER J. SOLOMON COMPANY, L.P. 520 Madison Avenue New York, NY 10022

Attn: David Preiser 245 Park Avenue New York, NY 10167

FEE AUDITORS FINAL REPORT - Page 47 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit A A. On October 13, 2009, AMG6 (585), MJC9 (895), and MKC (875) (two Partners and Associate) participated in a conference call. The total time spent including any preparation time was 3.80 hours for a total fee of $3,017.00. AMG6 .................; telephone conferences with J. Speed, J. Coughlin, D. Hilty, M. Cohen and M. Chernick to review, discuss same (1.2);........... 8.00 4,680.00 MJC9 .....................; review documents regarding same (0.6); multiple telephone conferences with client, working group, potential lender and counsel regarding same (1.4) 7.50 6,712.50 MKC ............; and with client (0.6) regarding the same 3.00 2,625.00

10/13/09

10/13/09

10/13/09

B.

On October 7, 2009, AMC5 (655), CME2 (585), LPI (860), PEH2 (950), STC2 (775), and WFS (915) (four Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 6.30 hours for a total fee of $5,084.00. AMC5 .................; telephone conference with client, financial advisor and working group team (0.8);................. 2.50 1,637.50 CME2 .............; conference call with client regarding revisions to disclosure statement and plan (0.9);............... 8.40 4,914.00 LPI ................; telephone call with client, working group regarding same (0.9);............... 7.80 6,708.00

10/07/09

10/07/09

10/07/09

10/07/09

PEH2 Conference call with client and working group team regarding plan and disclosure statement (1.2);............ 10.50 9,975.00 STC2 Conference call with client and working group team regarding plan and disclosure statement (1.2);............ 3.50 2,712.50 WFS ..............; multiple telephone conferences and email correspondence with working group regarding plan and disclosure statement matters (1.3)

10/07/09

10/07/09

FEE AUDITORS FINAL REPORT - Page 48 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

1.50 C.

1,372.50

On October 8, 2009, AMC5 (655), CME2 (585), LPI (860), MJC9 (895), PEH2 (950), STC2 (775), and WFS (915) (five Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 7.40 hours for a total fee of $6,026.50. AMC5 .....................; telephone conference with working group team regarding plan, disclosure statement issues (0.9);.............. 10.40 6,812.00 CME2 .............; conference call with working group team regarding same (0.9);........ 4.70 2,749.50 LPI .................; multiple email exchanges and telephone conferences with working group team regarding same (1.9) 7.50 6,450.00

10/08/09

10/08/09

10/08/09

10/08/09

MJC9 ...............; telephone conference with working group regarding same (0.9);............ 7.50 6,712.50 PEH2 Conference call with working group team regarding amended plan and disclosure statement (1.0);............. 9.40 8,930.00 STC2 Conference call with working group team regarding planning for amended plan and disclosure statement (0.9);.............. 1.60 1,240.00 WFS Participate in conference call with working group regarding preparation of amended disclosure statement (0.9);................. 2.50 2,287.50

10/08/09

10/08/09

10/08/09

D.

On November 17, 2009, CMA3 (550), DMS5 (425), PEH2 (950), SSP2 (425), and STC2 (775) (two Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 4.70 hours for a total fee of $3,167.50. CMA3 Prepare for and attend conference call regarding e-discovery procedures for SFI noteholder discovery (1.1);............. 5 . 9 0 3,245.00 ...........; conference call regarding same (0.7);....... 8.30 3,527.50

11/17/09

11/17/09

DMS5

FEE AUDITORS FINAL REPORT - Page 49 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

11/17/09

PEH2

Review discovery issues and document requests in connection with conference call with Akin Gump, White & Case (0.6); conference call with financial advisors regarding same (0.9);.......... 3 . 2 0 3,040.00 Attend conference with Akin Gump, White & Case, C. Auty, D. Simon, P. Harner and S. Catlett regarding document request (0.7);........... 1.60 680.00 Conference call with SFI, SFO groups regarding discovery plan prior to December 4, 2009 hearing (0.7);............... 3.20 2,480.00

11/17/09

SSP2

11/17/09

STC2

E.

On November 18, 2009, CMA3 (550), DMS5 (425), DSG3 (445), LW9 (425), PEH2 (950), RAA3 (550), SSP2 (425), and STC2 (775) (two Partners and six Associates) participated in a conference call. The total time spent including any preparation time was 7.00 hours for a total fee of $4,640.00. CMA3 .............; prepare for and attend conference with Houlihan working group and S. Catlett regarding document review protocol (0.7) 3.90 2,145.00 Participate in conference call with C. Auty and document review team regarding document review procedures (0.5);........ 12.00 5,100.00 Conference call with review team (0.5);............. 7.50 3,337.50 Prepare for and conference call with C. Auty, D. Simon and document review group regarding document requests from SFI noteholders (0.6) 0.60 255.00 Multiple communications with client, financial advisors and working group regarding discovery strategy and document issues (1.2) 1.20 1,140.00 Attend conference call with team regarding document review protocol and background of case (0.5);............ 9.00 4,950.00 Attend conference call regarding SFI noteholders disclosure statement document production (0.5);............

11/18/09

11/18/09

DMS5

11/18/09

DSG3

11/18/09

LW9

11/18/09

PEH2

11/18/09

RAA3

11/18/09

SSP2

FEE AUDITORS FINAL REPORT - Page 50 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

4.60 11/18/09 STC2

1,955.00

.............; communicate with working group team regarding document production planning and review multiple document responsiveness issues (2.5);........... 5.00 3,875.00

F.

On November 3, 2009, LPI (860), MJC9 (895), MTW (515), PEH2 (950), and STC2 (775) (four Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 5.80 hours for a total fee of $4,661.50. LPI MJC9 Telephone conference with client (0.6);............... 5.80 4,988.00

11/03/09 11/03/09

..............; multiple telephone conferences and email exchanges with client and financial advisors regarding same (1.3);........... 6.80 6,086.00 Multiple conference calls with KCC and local counsel regarding plan confirmation timeline (1.3);........... 2.10 1,081.50 Prepare for and participate in team conference call with client regarding disclosure statement revisions and continued negotiations with SFO noteholders (0.9);..............; multiple telephone conferences and correspondence with SFO noteholders' counsel regarding revised plan issues and exit financing (0.8); ............. 9.10 8,645.00 Conference call with client regarding planning for logistics of disclosure statement revisions and continue negotiations with SFO committee (0.5);................; multiple communications with SFO committee counsel regarding timing issues and date issues with revised plan (0.4) 5.10 3,952.50

11/03/09

MTW

11/03/09

PEH2

11/03/09

STC2

G.

On November 6, 2009, AMC5 (655), LPI (860), MJC9 (895), PEH2 (950), STC2 (775), and WFS (915) (five Partners and Associate) participated in numerous conference calls. The total time spent including any preparation time was 32.60 hours for a total fee of $27,584.00.

11/06/09

AMC5

.............; telephone conferences with Akin and client team regarding same (3.5);............... 20.00 13,100.00 .................; multiple telephone calls and correspondence with SFO noteholders (1.3) and Akin (1.6); ............... 13.60 11,696.00 ..............; multiple extended telephone conferences and email

11/06/09

LPI

11/06/09

MJC9

FEE AUDITORS FINAL REPORT - Page 51 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

exchanges with client and working group regarding same (1.9);........... 9.80 8,771.00 11/06/09 PEH2 Prepare for and participate in extended plan negotiations, including extended conferences, telephone conferences and correspondence with counsel to SFO noteholders, client and financial advisors regarding amended plan and disclosure statement (8.3);........15.30 14,535.00 Participate in extensive plan negotiations (6.3);........... including multiple communications with client, SFO group and working group regarding same (3.9) 15.90 12,322.50 ...........; multiple telephone calls, meetings and emails with working group, client and related parties regarding same (5.8)17.00 15,555.00

11/06/09

STC2

11/06/09

WFS

H.

On November 9, 2009, MJC9 (895), MTW (515), PEH2 (950), and STC2 (775) (three Partners and Associate) participated in a conference call. The total time spent including any preparation time was 5.60 hours for a total fee of $4,563.00. MJC9 Conference call with client regarding plan confirmation strategy issues (1.4);.................. 6.80 6,086.00 ...............; telephone conference with working group team, Houlihan and client regarding strategy (1.0);............ 3.00 1,545.00 Prepare for and participate in conference call with client, financial advisors and working group regarding plan confirmation, issues, strategy and timing (1.8);.............. 10.10 9,595.00 Conference call with client regarding strategy issues for plan confirmation (1.4);............. 5.00 3,875.00

11/09/09

11/09/09

MTW

11/09/09

PEH2

11/09/09

STC2

FEE AUDITORS FINAL REPORT - Page 52 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit B A. On October 19, 2009, AMC5 (655), CMD5 (585), LPI (860), PEH2 (950), STC2 (775), and WFS (915) (four Partners and two Associates) attended a meeting. The total time spent including any preparation time was 25.10 hours for a total fee of $16,956.00. AMC5 .................; participate in drafting session with J. Speed, J. Coughlin, Houlihan, W. Schwitter and L. Iovine regarding same (3.3);................. 11.50 7,532.50 CMD5 Attend meeting regarding amended plan and disclosure statement revisions (3.3);.......... 4.10 2,398.50 LPI ..............; attend working group drafting session (3.3);........... 7.80 6,708.00

10/19/09

10/19/09

10/19/09

10/19/09

PEH2 Prepare for and participate in disclosure statement drafting session (5.6);............... 9.40 8,930.00 STC2 Attend drafting sessions regarding disclosure statement (5.0); review, analyze revised draft disclosure statement to prepare for same (2.7);.............8.40 6,510.00 WFS Attend disclosure statement drafting session (1.9);............ 3.80 3,477.00

10/19/09

10/19/09

B.

On October 26, 2009, LPI (860), MJC9 (895), PEH2 (950), and STC2 (775) (Partners) attended a meeting. The total time spent including any preparation and non-working travel time was 21.50 hours49 for a total fee of $18,635.00. STC2 Travel to New York for meetings with SFO committee (3.5 hrs. billed @ 50%) 1.70 1,317.50 LPI ....................; attend meeting with SFO informal committee representatives and counsel (2.5);.............. 8.80 7,568.00

10/25/09

10/26/09

10/26/09

MJC9 Attendance at meeting with SFO informal committee representatives and their counsel (2.5); attend preparatory meeting and follow-up meeting regarding same (4.0);................. 9.10 8,144.50

Time for this entry was located in the following project categories - (I) Non-Working Travel and (ii) Plan and Disclosure Statement.

49

FEE AUDITORS FINAL REPORT - Page 53 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

10/26/09

PEH2 Prepare for and participate in meeting with client, financial advisors and SFO informal committee regarding plan negotiations and exclusivity issues (5.6);.............. 10.60 10,070.00 STC2 Attend meeting with client, Houlihan and SFO committee regarding negotiations over possible revised plan, including related negotiations (4.2); meeting with client to prepare for negotiating session (1.0);............ 11.30 8,757.50

10/26/09

C.

On November 2, 2009, MJC9 (895), PEH2 (950), and STC2 (775) (Partners) attended a meeting. The total time spent including any preparation and non-working travel time was 22.60 hours50 for a total fee of $19,429.00. STC2 Travel to New York for meeting with SFO informal committee (3.5 hrs. billed @ 50%) 1.70 1,317.50 Travel from New York to Chicago (3.5 hrs. billed @ 50%) 1.70 1,317.50 Review documents, correspondence and ancillary materials in preparation for meeting with SFO informal committee (2.2); multiple email exchanges with client regarding strategy for same (1.1)3.30 2,953.50 Meeting with client and financial advisors in preparation for meeting with SFO informal committee (0.5); negotiation meetings with client and SFO informal committee (3.4);............4.40 3,938.00 Meetings with client and financial advisors in preparation for SFO noteholders' negotiations (1.0); negotiation meetings with SFO noteholders (5.0);............. 9.80 9,310.00 Meetings with client and Houlihan to prepare for negotiation session with SFO informal committee (1.0); negotiation sessions with SFO informal committee and client (5.0); ............6.50 5,037.50

11/02/09

11/03/09

STC2

11/01/09

MJC9

11/02/09

MJC9

11/02/09

PEH2

11/02/09

STC2

D.

On November 10, 2009, AMC5 (655), CMA3 (550), MJC9 (895), PEH2 (950), STC2 (775), and WFS (915) (two Partners and four Associates) attended a meeting. The total time spent including any preparation time was 28.00 hours for a total fee of $22,809.50.

Time for this entry was located in the following project categories - (I) Non-Working Travel and (ii) Plan and Disclosure Statement.

50

FEE AUDITORS FINAL REPORT - Page 54 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

11/10/09

AMC5

..............; meet with J. Speed, J. Coughlin, Houlihan, Akin and Fried Frank regarding negotiation meeting with multiple creditors groups (1.5); attend meeting with creditor groups (2.0);........... 6 . 0 0 3,930.00 .............; prepare for and attend conference call with P. Harner and S. Catlett regarding plan and disclosure statement strategy (1.8); review reinstatement materials in preparation for conference call regarding same (1.4) 3.70 2,035.00 Attend plan negotiations meetings with client, Creditors' Committee, SFI noteholders advisors to SFO informal committee and advisors to all (5.5); attend preparatory and follow-up meetings with client and working group team regarding same (1.2);............ 9 . 3 0 8,323.5 0 Prepare for and conference call with working group in preparation for plan negotiations (1.8); participate in extended plan negotiations with client, financial advisors, Creditors' Committee, Akin Gump and related advisors (5.5);...............10.50 9,975.00 Meeting with working group team to prepare for creditor meetings and plan supplement (0.6); plan negotiation meetings with multiple creditor constituencies and related client meetings and preparation (5.5);................. 6.70 5,192.50 Meeting with working group regarding timeline, disclosure statement, objections from Stark Investments (1.2);........... 1 . 5 0 1,372.50

11/10/09

CMA3

11/10/09

MJC9

11/10/09

PEH2

11/10/09

STC2

11/10/09

WFS

FEE AUDITORS FINAL REPORT - Page 55 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit C A. On November 13, 2009, CMA3 (550), LPI (860), MJC9 (895), PEH2 (950), and STC2 (775) (four Partners and Associate) attended a court hearing. The total time spent including any preparation time was 13.50 hours for a total fee of $10,525.50. CMA3 Prepare for and attend court hearing regarding SFO noteholder motion to adjourn hearing (4.3);............... 5.00 2,750.00 Participate in emergency telephonic court hearing (1.0) 1.00 860.00 Attendance at emergency hearing (1.0) and preparation for same (0.9) 1.90 1,700.50 Prepare for and participate in telephonic hearing regarding SFI noteholder's motion to adjourn disclosure statement hearing (4.1) 4.10 3,895.00 Attend hearing on emergency motion to continue disclosure statement (1.0); prepare for hearing (1.2);............. 2.60 2,015.00

11/13/09

11/13/09

LPI

11/13/09

MJC9

11/13/09

PEH2

11/13/09

STC2

B.

On December 4,7, 8, and 10, 2009, MTW (515), PEH2 (950), CMA3 (550), DMS5 (425) and AMC5 (655) (Partners and four Associates) attended the disclosure hearing. The total time spent including any preparation and non-working travel time was 332.20 hours51 for a total fee of $210,802.50. MTW Strategize with working group team regarding hearing preparation (1.4);............; prepare for disclosure statement hearing (5.5) 7.50 3,862.50 PEH2 Strategize with working group regarding hearing preparation (1.4) 1.40 1,330.00 MTW Prepare for exclusivity and disclosure statement hearing including review and compiling documents, binders, exhibits and related materials and coordination of same (8.9) and multiple conferences, telephone conferences and correspondence with client, financial investors and working group regarding same, litigation strategy and hearing preparations (4.6) 1 3 . 5 0

12/01/09

12/01/09

12/02/09

Time for this entry was located in the following project categories - (I) Court Hearings, (ii) NonWorking Travel and (iii) Plan and Disclosure Statement.

51

FEE AUDITORS FINAL REPORT - Page 56 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

6,952.50 12/03/09 CMA3 Multiple communications with working group regarding case strategy and disclosure statement hearing (0.8); communicate with P. Harner regarding case and hearing presentation strategy (3.1) 3.90 2,145.00 DMS5 Prepare for disclosure statement hearing, including multiple conferences with P. Harner, C. Auty and M. Weber regarding litigation strategy (4.2); multiple conferences with M. Stefanelli, J. Coggins, C. Curtin and E. Lee regarding exhibit binders (2.8); review same (3.5); prepare timeline of communications (4.1);........... 17.80 7,565.00 MTW Prepare for exclusivity and disclosure statement hearing, including multiple conferences with P. Harner, C. Auty and D. Simon regarding hearing preparations and strategy (5.3) and review and compiling of documents, binders, exhibits, related materials and coordination of same (9.5) 1 4 . 8 0 7,622.00 PEH2 Meet with C. Auty regarding hearing presentation and strategy (3.1); prepare for hearing (8.4) 11.50 10,925.00 AMC5 Prepare for and attend hearing on motions to terminate exclusivity, approval of exit facility financing and approve disclosure statement (10.1) 10.10 6,615.50 CMA3 Prepare for and attend disclosure statement hearing (9.5); multiple conferences with Houlihan and client regarding same (0.7); communicate with P. Harner regarding strategy (1.0) 11.20 6,160.00

12/03/09

12/03/09

12/03/09

12/04/09

12/04/09

12/04/09

DMS5 Prepare for hearing, including multiple conferences with client and financial advisor teams regarding hearing strategy (3.2) and preparing pleadings and related documents for trial (4.0); attend disclosure statement hearing (7.0) 14.20 6,035.00 MTW Prepare for and attend hearing (16.0) 16.00 8,240.00

12/04/09 12/04/09

PEH2 Meet with C. Auty regarding hearing strategy (1.0); prepare for and attend hearing (11.7) 12.70 12,065.00 PEH2 Prepare for hearing (3.2) 3.20 3,040.00

12/05/09 12/06/09

CMA3 Prepare for hearing regarding termination of exclusivity (0.4); communicate with P. Harner regarding strategy for same (1.9); review multiple SFI

FEE AUDITORS FINAL REPORT - Page 57 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

noteholder filings and discovery regarding same (0.5) 2.80 1,540.00 12/06/09 DMS5 Prepare for disclosure statement hearing, including review and preparation of SFI exhibit binders (2.2), preparing summary of same (2.2) and preparing select trial documents to assist P. Harner at hearing (2.1) 6.50 2,762.50 MTW Prepare for disclosure statement hearing (3.7) 3.70 1,905.50 PEH2 Communicate with C. Auty regarding hearing strategy (1.9); prepare for hearing (7.0) 8.90 8,455.00 AMC5 Attend hearings in bankruptcy court (8.5); prepare disclosure statement (0.8) 9.30 6,091.50 CMA3 Prepare for and attend court hearing regarding exclusivity and disclosure statement matters (9.5); multiple conferences with working group, Houlihan and client regarding same (0.4) 9.90 5,445.00 DMS5 Prepare for and attend disclosure statement hearing (10.0); multiple conferences with client, working group and financial advisor regarding litigation strategy (2.8); further prepare documents for trial (1.2) 14.00 5,950.00 MTW Prepare for and attend hearing (10.0) 10.00 5,150.00 PEH2 Prepare for and participate in hearing (14.1) 14.10 13,395.00 AMC5 Attend court hearings in Delaware (8.0) 8.00 5,240.00 CMA3 Prepare for and attend court hearing on disclosure statement issues (9.0); multiple conferences with P. Harner and client regarding same (0.8);...............10.30 5,665.00 MTW Prepare for and attend hearing (7.7) 7.70 3,965.50 PEH2 Prepare for and participate in hearing (13.2); multiple conferences with C.

12/06/09

12/06/09

12/07/09

12/07/09

12/07/09

12/07/09

12/07/09

12/08/09

12/08/09

12/08/09

12/08/09

FEE AUDITORS FINAL REPORT - Page 58 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Auty and client regarding hearing (0.8) 14.00 13,300.00 12/10/09 CMA3 Conference call with local counsel working group regarding preparations for Friday hearing and disclosure statement (0.7); prepare for Friday hearing and review discovery from SFI noteholders (1.0); multiple communications with P. Harner and S. Catlett regarding same (0.8) 2.50 1,375.00 DMS5 Conference call with local counsel regarding solicitation procedures hearing preparation (0.4) 0.40 170.00 PEH2 Prepare for hearing (13.9) 13.90 13,205.00 AMC5 ...........; attend telephonic court hearing (3.0) 3.30 2,161.50 CMA3 Prepare for and attend hearing regarding disclosure statement (5.4) 5.40 2,970.00 DMS5 Prepare for and attend telephonic disclosure statement hearing (2.2) 2.20 935.00 MTW Prepare for (1.1) and attend telephonic hearing regarding disclosure statement (2.8) 3.90 2,008.50 PEH2 Prepare for and participate in hearing 8.90 8,455.00 CMA3 Travel from New York City to Delaware (2.5 hrs. billed @ 50%) 1.20 660.00 DMS5 Travel to Delaware for disclosure statement hearing (2.2 hrs. billed @ 50%) 1.10 12/03/09 467.50

12/10/09

12/10/09

12/11/09

12/11/09

12/11/09

12/11/09

12/11/09

12/03/09

12/03/09

MTW Travel from New York City to local counsel's office in Wilmington, Delaware (1.8 hrs. billed @ 50%) 0.90 463.50 AMC5 Travel from Wilmington, Delaware to Stamford, CT after hearing (4.1 hrs.

12/04/09

FEE AUDITORS FINAL REPORT - Page 59 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

billed @ 50%) 2.00 1,310.00 12/04/09 CMA3 Travel to Chicago (4.0 hrs. billed @ 50%) 2.00 1,100.00 DMS5 Travel to Chicago (3.7 hrs. billed @ 50%) 1.80 765.00 MTW Travel to Chicago from Delaware (3.5 hrs. billed @ 50%) 1.70 875.50 CMA3 Travel to Delaware (3.5 hrs. billed @ 50%) 1.70 935.00 DMS5 Travel to Delaware for disclosure statement hearing (3.7 hrs. billed @ 50%) 1.80 765.00 MTW Travel to Delaware for hearing (4.0 hrs. billed @ 50%) 2.00 1,030.00 CMA3 Travel to New York City (1.7 hrs. billed @ 50%) 0.80 440.00 AMC5 Travel to Stamford, CT from Wilmington, Delaware (4.0 hrs. billed @ 50%) 2.00 12/08/09 1,310.00

12/04/09

12/04/09

12/06/09

12/06/09

12/06/09

12/07/09

12/08/09

CMA3 Travel to New York City (2.1 hrs. billed @ 50%) 1.00 550.00 DMS5 Travel to Chicago (3.3 hrs. billed @ 50%) 1.60 680.00 MTW Travel from Delaware to Philadelphia and Chicago (9.3 hrs. billed @ 50%) 4.60 2,369.00

12/08/09

12/08/09

12/10/09

CMA3 Travel to Delaware (2.0 hrs. billed @ 50%) 1.00 550.00 CMA3 Travel to Chicago (4.1 hrs. billed @ 50%) 2.00 1,100.00

12/11/09

FEE AUDITORS FINAL REPORT - Page 60 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

12/11/09

PEH2 Return travel from Wilmington following disclosure statement hearing (2.3 hrs. billed @ 50%) 1.10 1,045.00 DMS5 Prepare for and attend disclosure statement hearing (9.0) 9.00 3,825.00

12/08/09

C.

On December 16, 2009, CMA3 (550), PEH2 (950), and STC2 (775) (two Partners and Associate) attended a telephonic hearing. The total time spent including any preparation time was 2.70 hours for a total fee of $2,047.50. CMA3 Prepare for and attend telephonic hearing regarding ACE insurance motion (0.9) 0.90 495.00 PEH2 Prepare for and attend telephonic hearing regarding ACE insurance motion (0.9) 0.90 855.00 STC2 Prepare for and attend telephonic hearing regarding insurance motion (0.9) 0.90 697.50

12/16/09

12/16/09

12/16/09

D.

On December 18, 2009, MTW (515), STC2 (775), CMA3 (550), MS30 (475) and PEH2 (820) (two Partners and three Associates) attended a hearing. The total time spent including any preparation and non-working travel time was 34.40 hours52 for a total fee of $24,554.50. MTW Communicate with local counsel regarding hearing preparation (0.1) 0.10 51.50 STC2 Prepare for omnibus hearing and discovery objections (2.9) 2.90 2,247.50 CMA3 Communicate with S. Catlett and prepare for omnibus hearing and discovery objections (2.6);..............; prepare for and attend court hearing (1.9);........ 7.00 3,850.00 MS30 Attend objection hearing (1.0) 1.00 475.00 MTW Prepare for hearing on discovery and omnibus matters (2.9); communicate with C. Auty regarding same (0.3); participate telephonically in court hearing (1.5) 4.70 2,420.50

12/17/09

12/17/09

12/18/09

12/18/09

12/18/09

Time for this entry was located in the following project categories - (I) Court Hearings and (ii) NonWorking Travel.

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12/18/09

PEH2 Prepare for and attend hearing (7.1);......... 8.20 7,790.00 STC2 Prepare for and attend court hearing, including reviewing documents, related materials and discovery objections (3.9); multiple conferences with P. Harner and C. Auty regarding discovery strategy and hearing (1.7); prepare for and attend court hearing (1.5) 7.10 5,502.50 CMA3 Travel to Delaware (3.7 hrs. billed @ 50%) 1.80 990.00 CMA3 Travel to Chicago (3.5 hrs. billed @ 50%) 1.70 935.00 STC2 Travel to Delaware (3.7 hrs. billed @ 50%) 1.80 1,395.00 STC2 Travel to Chicago (3.5 hrs. billed @ 50%) 1.70 1,317.50

12/18/09

12/18/09

12/18/09

12/18/09

12/18/09

FEE AUDITORS FINAL REPORT - Page 62 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit D a. On February 3, 2010, CMA3 (565), JAG5 (775), PEH2 (950), RMM2 (805), and STC2 (810) (four Partners and Associate) participated in a conference call. The total time spent including any preparation time was 10.60 hours for a total fee of $8,076.00.

02/03/10

CMA3

Prepare for and attend conference call with litigation team and Houlihan working group regarding expert report (2.8);........... 5.00 2,825.00 ..............; participate in portion of meeting regarding Houlihan expert report (1.0) 5.50 4,262.50 .............; multiple extended telephone conferences and correspondence with Houlihan team regarding expert report issues (1.6);.......... 9.30 8,835.00 Conference call with Houlihan and litigation team to review and discuss draft reports (2.6);.............. 5.50 4,427.50 .............; extended meeting with Houlihan regarding expert report strategy issues (2.6);........... 7.60 6,156.00

02/03/10

JAG5

02/03/10

PEH2

02/03/10

RMM2

02/03/10

STC2

b.

On February 24, 2010, PEH2 (950), RMM2 (805), and STC2 (810) (Partners) participated in several conference calls. The total time spent including any preparation time was 10.30 hours for a total fee of $8,641.00. PEH2 Conference call with client, Houlihan regarding trial preparation (1.1);...........; multiple telephone conferences and correspondence with client, Houlihan, SFO and JPMorgan regarding trial planning and witness and exhibit lists (1.2);........... 10.10 9,595.00 ...........; conference call with J. Speed, D. Hilty, P. Harner and S. Catlett regarding trial preparation (1.1);...........; multiple conferences with P. Harner, C. Arty, M. Weber, M. Stefanelli, C. Wilson and other team members regarding draft stipulation, pretrial briefs, witness preparation, exhibit and witness lists and strategy (3.7);.......... 7.90 6,359.50

02/24/10

02/24/10

RMM2

FEE AUDITORS FINAL REPORT - Page 63 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

02/24/10

STC2

............; multiple communications with client, Houlihan, SFO, JPMorgan and litigation team regarding witness and exhibit lists and trial planning process (3.2) 8.50 6,885.00

c.

On February 1, 2010, MJC9 (925), MKC (895), and MMD4 (680) (two Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 4.10 hours for a total fee of $3,432.00. MJC9 .................; conferences with M. Chernick and M. Donaher regarding revised credit agreement (0.5); conference call with M. Chernick, M. Donaher and J. McClusky regarding Time Warner's comments (0.5);...........; conference call with M. Chernick, M. Donaher and B. Kim regarding credit agreement (0.4);....10.30 9,527.50 Conferences with M. Cohen and M. Donaher regarding credit agreement and default analysis for Time Warner (0.5);...........; conference call with M. Donaher and agent's counsel (0.4); conference call with M. Cohen, M. Donaher and B. Kim regarding credit agreement comments from Time Warner (0.5);..............7.00 6,265.00 .............; conference call with M. Chernick and agent's counsel regarding same (0.4); conference call with M. Cohen, M. Chernick and J. McClusky regarding Time Warner comments (0.5);.........; conference call with M. Chernick, M. Cohen and B. Kim (0.4);........... 8.30 5,644.00

02/01/10

02/01/10

MKC

02/01/10

MMD4

d.

On February 6, 2010, MJC9 (925), MKC (895), and MMD4 (680) (two Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 4.40 hours for a total fee of $3,777.00. MJC9 ................; multiple telephone conferences and emails with J. Coughlin, M. Chernick, M. Donaher and working group regarding same and issues list (1.8) 6.40 5,920.00

02/06/10

02/06/10

MKC

.........; multiple conference calls and emails with client, M. Cohen and M. Donaher regarding issues list for Time Warner documents (1.6) 2.50 2,237.50 ............; conference call with J. Coughlin, M. Cohen and M. Chernick

02/06/10

MMD4

FEE AUDITORS FINAL REPORT - Page 64 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

(1.0);.......... e.

9.40

6,392.00

On February 7, 2010, MJC9 (925), MKC (895), and MMD4 (680) (two Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 3.90 hours for a total fee of $3,250.00. MJC9 .............; telephone conference with Time Warner, Paul Weiss, J. Coughlin, M. Chernick and M. Donaher regarding negotiation of same (1.0); follow-up calls with J. Coughlin, M. Chernick and M. Donaher regarding same (0.3);........... 7.90 7,307.50 Conference call with J. Coughlin, Time Warner, Paul Weiss, M. Cohen and M. Donaher regarding Time Warner loan documents (1.0); review same (0.3) 1.30 1,163.50 Telephone conference with Time Warner, Paul Weiss, client, M. Cohen and M. Chernick (1.0);.........; telephone conference with M. Cohen, M. Chernick and J. Coughlin (0.3);........ 2.20 680.00 1,496.00

02/07/10

02/07/10

MKC

02/07/10

MMD4

f.

On February 8, 2010, MJC9 (925), MKC (895), and MMD4 (680) (two Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 7.60 hours for a total fee of $6,404.50. MJC9 ...............; conference with M. Chernick and M. Donaher (1.0); conference call with client, M. Chernick and M. Donaher (0.8);.......... 11.30 10,452.50 Multiple conferences and conference calls with client, Paul Weiss, M. Cohen and M. Donaher regarding Time Warner loan documents (3.7);.......... 7.50 6,712.50 ..............; telephone conference with Paul Weiss and M. Chernick (1.3);................; telephone conference with client, M. Cohen and M. Chernick (0.8);........... 11.90 8,092.00

02/08/10

02/08/10

MKC

02/08/10

MMD4

g.

On February 10, 2010, MJC9 (925), MKC (895), and MMD4 (680) (two Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 11.30 hours for a total fee of $9,595.00 MJC9 ..................; multiple telephone conferences and emails with client, M. Chernick, M. Donaher and working group regarding same

02/10/10

FEE AUDITORS FINAL REPORT - Page 65 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

(3.5);........... 02/10/10 MKC

12.20 11,285.00

Multiple conference calls with client, M. Cohen, M. Donaher and Paul Weiss regarding Time Warner documents (4.9);........ 7.00 6,265.00 .............; telephone conferences with client, M. Chernick and M. Cohen (1.4); telephone conference with M. Chernick and Paul Weiss (1.5);............. 13.50 9,180.00

02/10/10

MMD4

h.

On March 26, 2010, AMC5 (670), LPI (895), MTW (530), STC2 (810), and WFS (950) (three Partners and two Associates) participated in several conference calls. The total time spent including any preparation time was 7.00 hours for a total fee of $5,322.00. AMC5 ..................; multiple conferences, telephone conferences and emails with working group regarding plan (1.4) 10.10 6,767.00 ...........; multiple telephone calls with client and Houlihan regarding same (1.0); telephone calls with White & Case regarding same (1.0);......... 9.30 8,323.50 Multiple communications with working group team regarding modified plan (1.4);........... 2.10 1,113.00 Extended multiple communications with SFI counsel, client, and Paul Hastings team regarding plan modifications (1.7);........... 3.90 3,159.00 ...............; telephone calls and emails with working group regarding same (0.5) 3.50 3,325.00

03/26/10

03/26/10

LPI

03/26/10

MTW

03/26/10

STC2

03/26/10

WFS

I.

On March 27, 2010, AMC5 (670), CMA3 (565), DMS5 (430), LPI (895), MTW (530), PEH2 (950), STC2 (810), WFS (950), MJC9 (925), and MKC (895) (six Partners and four Associates) participated in several conference calls. The total time spent including any preparation time was 17.70 hours53 for a total fee of $14,450.00.

Time for this entry was located in the following project categories - (I) Plan and Disclosure Statement and (ii) Financing/Cash Collections.

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03/27/10

AMC5

..........; multiple extended communications with working group and client regarding same (3.9);............. 9.70 6,499.00 Conference regarding plan modification strategy with working group (0.8) 0.80 452.00

03/27/10

CMA3

03/27/10

DMS5

All-hands telephone conference with working group team regarding plan modifications (0.8) 0.80 344.00 .................; multiple telephone call with client and Houlihan regarding same (1.0);........... 7.80 6,981.00 Strategize regarding plan modifications with working group team (0.4) 0.40 212.00 Multiple extended conferences, telephone conferences and correspondence with client and working group regarding SFI, Committee and Houlihan comments and document revisions regarding finalization of plan of reorganization settlement and related equity and debt financing (6.6) 6.60 6,270.00 Extended multiple communications with client and Paul Hastings team regarding plan modifications (1.9);.........4.50 3,645.00 ...........; telephone calls and emails working group regarding same (0.5) 2.00 1,900.00 .................; conferences with working group regarding same (1.3) 5.10 4,717.50

03/27/10

LPI

03/27/10

MTW

03/27/10

PEH2

03/27/10

STC2

03/27/10

WFS

03/27/10

MJC9

03/27/10 j.

Conferences with working group regarding comments to modified plan (0.5) 0.50 447.50 On March 28, 2010, AMC5 (670), STC2 (810), WFS (950), MJC9 (925), and MKC (895) (four Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 8.60 hours54 for a total fee of $6,520.00. AMC5 Coordinate with working group and client regarding plan of reorganization (2.3);............. 8.70 5,829.00

MKC

03/28/10

Time for this entry was located in the following project categories - (I) Plan and Disclosure Statement and (ii) Financing/Cash Collections.

54

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03/28/10

STC2

Multiple communications with client, SFI group, Houlihan, and Paul Hastings team regarding plan modifications and related strategy issues (2.4) 2.40 1,944.00 .............; telephone calls and emails with working group regarding same (0.5) 2.50 2,375.00 ..............; conference with working group regarding same (1.8) 10.60 9,805.00 .............; conferences with working group regarding same (0.6); review term sheet (1.0) 5.00 4,475.00

03/28/10

WFS

03/28/10

MJC9

03/28/10

MKC

k.

On March 29, 2010, AMC5 (670), CMA3 (565), LPI (895), MJC9 (925), and MKC (895) (three Partners and two Associates) participated in several conference calls. The total time spent including any preparation time was 11.70 hours55 for a total fee of $9,199.50. AMC5 Multiple telephone conferences and emails with working group and client regarding plan modification (2.8);......... 10.40 6,968.00 .............; multiple communications and conferences with working group and client regarding same (2.0);............. 15.90 8,983.50 ...........; multiple extended telephone calls, conferences and correspondence with client and working group regarding same (3.0);........... 14.30 12,798.50 .................; conferences with working group regarding same (0.6) 15.60 14,430.00 Conferences with working group regarding comments to term sheet and credit agreement (1.2);............; conferences with working group regarding same (2.1)

03/29/10

03/29/10

CMA3

03/29/10

LPI

03/29/10

MJC9

03/29/10

MKC

Time for this entry was located in the following project categories - (I) Plan and Disclosure Statement and (ii) Financing/Cash Collections.

55

FEE AUDITORS FINAL REPORT - Page 68 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

8.50 l.

7,607.50

On March 30, 2010, AMC5 (670), CMA3 (565), LPI (895), STC2 (810), WFS (950), MJC9 (925), and MKC (895) (five Partners and two Associates) participated in several conference calls. The total time spent including any preparation time was 12.30 hours56 for a total fee of $10,211.00. AMC5 Multiple telephone conferences regarding plan with working group team, White & Case and client (1.7);............... 8.20 5,494.00 Prepare for and attend conference call regarding plan modifications (1.3);............. 5.20 2,938.00 ..............; working group conference call regarding plan modification (2.0);............. 12.30 11,008.50 Review, analyze plan modifications and extended, multiple communications with client, Houlihan, working group team and SFI counsel regarding plan modifications and timing strategy issues (2.2) 2.20 1,782.00

03/30/10

03/30/10

CMA3

03/30/10

LPI

03/30/10

STC2

03/30/10

WFS

............; telephone calls and emails with working group regarding same (3.0) 11.50 10,925.00 Conference calls with working group regarding financing transaction (1.2);.......... 6.50 5,817.50 .............; telephone conference with client, JPMorgan and counsels regarding status (0.9) 9.60 6,144.00

03/30/10

MKC

03/30/10

MTB3

m.

On March 31, 2010, AMC5 (670), CMA3 (565), LPI (895), STC2 (810), WFS (950), MJC9 (925), and MKC (895) (five Partners and two Associates) participated in several conference

Time for this entry was located in the following project categories - (I) Plan and Disclosure Statement and (ii) Financing/Cash Collections.

56

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calls. The total time spent including any preparation time was 10.40 hours57 for a total fee of $8,228.00. 03/31/10 AMC5 ............; multiple extended telephone conferences with client, working group team and White & Case regarding plan (3.6);.............. 12.00 8,040.00 ..............; communicate with working group regarding same (0.3);...........; multiple conference calls with third parties regarding plan modifications and status (0.3);................. 8.10 4,576.50 .............; multiple telephone conferences and correspondence with client, Houlihan and working group regarding plan (1.0);........... 7.50 6,712.50 ............; review, analyze plan modification strategy issues, including multiple communications with client and Houlihan regarding related plan strategy issues and timing (2.1) 4.80 3,888.00 ...............; multiple telephone calls and emails with working group regarding same (1.5) 9.00 8,550.00 ...............; multiple telephone conferences and emails with client and working group regarding same (0.8) 17.70 16,372.50 ............; conferences with working group regarding same (0.8);.......... 13.00 11,635.00

03/31/10

CMA3

03/31/10

LPI

03/31/10

STC2

03/31/10

WFS

03/31/10

MJC9

03/31/10

MKC

n.

On March 22, 2010, CJM7 (515), MJC9 (925), MKC (895), and MMD4 (680) (two Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 3.90 hours for a total fee of $3,259.50. CJM7 ...............; conference with M. Donaher, M. Cohen and M. Chernick regarding same (0.5) 5.50 2,832.50

03/22/10

Time for this entry was located in the following project categories - (I) Plan and Disclosure Statement and (ii) Financing/Cash Collections.

57

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03/22/10

MJC9

.............; conference calls with M. Chernick, M. Donaher, C. McGrath and client regarding same (1.5) 11.70 10,822.50 ..............; conference calls with client, M. Cohen, M. Donaher and M. Chernick regarding same (1.5);................. 7.00 6,265.00 ...................; conference with M. Cohen, M. Chernick and M. Donaher regarding same (0.4) 3.50 2,380.00

03/22/10

MKC

03/22/10

MMD4

o.

On January 4, 2010, CMA3 (565), PEH2 (950), and STC2 (810) (two Partners and Associate) participated in a conference call. The total time spent including any preparation time was 3.80 hours58 for a total fee of $3,057.00. CMA3 Conference call regarding outstanding items and case status update with P. Harner, S. Catlett, Houlihan team and client (1.0) 1.00 565.00 Prepare for and conference call with client, Houlihan and working group regarding plan of reorganization matters and related negotiations (1.6) 1.60 1,520.00 Prepare for and conference call with client, Houlihan and working group team regarding plan strategy and case planning (1.2);........... 2.30 1,863.00

01/04/10

01/04/10

PEH2

01/04/10

STC2

p.

On January 7, 2010, GES3 (845), JPB7 (565), and STC2 (810) (two Partners and Associate) participated in a conference call. The total time spent including any preparation time was 6.30 hours for a total fee of $3,895.50. GES3 ............; telephone conference with B. Champoux, J. Coughlin and S. Catlett regarding Kentucky lease (0.5);.............. 2.10 1,774.50 Telephone conferences with J. Coughlin, B. Champoux regarding Kentucky Kingdom (1.2); review Kentucky Kingdom analysis in

01/07/10

01/07/10

JPB7

Time for ths entry was located in the following project categories - (I) Case Administration and (ii) Plan and Disclosure Statement.

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preparation for same (3.8);........... 6.00 3,390.00 01/07/10 STC2 Multiple communications with client, G. Spitzer regarding Kentucky rejection issues (0.8);.......... 1.20 972.00

q.

On January 8, 2010, GES3 (845), JPB7 (565), and STC2 (810) (two Partners and Associate) participated in a conference call. The total time spent including any preparation time was 4.70 hours for a total fee of $2,970.50. GES3 Telephone conferences with J. Coughlin, B. Champoux, S. Catlett and J. Bender regarding Kentucky improvements (0.6);.......... 1.90 1,605.50 Telephone conference with J. Coughlin and B. Champoux regarding Kentucky Kingdom (1.2); prepare for same (2.3);......... 4.90 2,768.50 .............; communicate with client and real estate counsel regarding fact investigation of Kentucky site (0.6);............ 1.40 1,134.00

01/08/10

01/08/10

JPB7

01/08/10

STC2

r.

On January 6, 2010, CMA3 (565), PEH2 (950), RMM2 (805), and STC2 (810) (three Partners and Associate) participated in a conference call. The total time spent including any preparation time was 4.20 hours for a total fee of $2,982.00. CMA3 ..............; prepare for and attend telephonic meeting with SFI noteholders and interested parties (2.1);.............. 7.70 4,350.50 .............; conference call with SFO, SFI and Committee regarding protective order (0.7);........... 4.30 4,085.00 Conference call with counsel for SFO, SFI, debtors' and Committee to discuss draft protective order (0.7);........... 2.30 1,851.50 Conference call with all counsel regarding protective order issues (0.7);........... 5.00 4,050.00

01/06/10

01/06/10

PEH2

01/06/10

RMM2

01/06/10

STC2

s.

On January 11, 2010, CMA3 (565), MTW (530), RMM2 (805), and STC2 (810) (two Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 5.80 hours for a total fee of $4,036.50.

FEE AUDITORS FINAL REPORT - Page 72 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

01/11/10

CMA3

..............; further communications with SFO group regarding same (1.2);........... 3.20 1,808.00 ............; prepare for and attend call with interested parties (1.3);............ 7.70 4,081.00 ...............; conference call among C. Shore, S. Catlett, A. Dash and other counsel to discuss deposition scheduling and limitations (0.7);.......... 1.70 1,368.50 Multiple communications with committee, SFO, SFI, and lenders' counsel regarding discovery and deposition planning (2.6);......... 7.40 5,994.00

01/11/10

MTW

01/11/10

RMM2

01/11/10

STC2

t.

On January 11, 2010, CMA3 (565), CRV (530), DMS5 (430), JAG5 (775), LPI (895), and PEH2 (950) (three Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 5.30 hours for a total fee of $3,769.00. CMA3 ..............; prepare for and attend conference call with interested parties regarding deposition designations (0.9);......... 3.50 1,977.50

01/11/10

01/11/10

CRV

Conference call with deposition team regarding proposed deponents and deposition scheduling (0.8);.......... 2.00 1,060.00 Participate in team conference call regarding depositions and schedules (0.8);........... 2.00 860.00 ...........; meet with deposition team regarding schedule, status and strategy (0.8) 1.90 1,472.50 Telephone call with deposition working group regarding upcoming depositions and related matters (0.5) 0.50 447.50

01/11/10

DMS5

01/11/10

JAG5

01/11/10

LPI

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01/11/10

PEH2

..........; review, analyze and communicate with deposition team regarding legal issues, staffing and strategy (1.5);.......... 8.30 7,885.00

u.

On January 12, 2010, CMA3 (565), DMS5 (430), KLS3 (530), MS30 (485), MTW (530), PEH2 (950), and STC2 (810) (two Partners and five Associates) participated in a conference call. The total time spent including any preparation time was 11.60 hours for a total fee of $7,056.50. CMA3 .............; prepare for and attend conference with M. Weber, M. Stefanelli and D. Simon regarding hearing preparations and deposition preparations (1.8);............ 9.40 5,311.00 Attend team meeting regarding deposition preparations (1.7);......... 8.50 3,655.00 Attend multiple meetings with C. Auty, M. Weber, C. Wilson, M. Stefanelli and D. Simon regarding preparations for deposition (1.7);.............. 5.50 2,915.00 Multiple communications with deposition team regarding status of deposition preparation document review (1.7);........... 3.00 1,455.00 Multiple communications preparations (1.7);........... 8.30 4,399.00 with team regarding deposition

01/12/10

01/12/10

DMS5

01/12/10

KLS3

01/12/10

MS30

01/12/10

MTW

01/12/10

PEH2

.............; multiple communications with client, Houlihan and deposition team regarding same and related document reviews (1.8);........... 8.40 7,980.00 .............; communications with client regarding depositions and case planning (1.2);............... 6.50 5,265.00

01/12/10

STC2

v.

On January 12, 2010, CMA3 (565), DMS5 (430), JAG5 (775), MTW (530), PEH2 (950), and STC2 (810) (three Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 13.30 hours for a total fee of $9,290.50. CMA3 ............; prepare for and attend conference call with interested parties

01/12/10

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regarding deposition schedule (2.3);........... 9.40 5,311.00 01/12/10 DMS5 ...........; multiple communications with litigation team regarding same (1.7);........... 8.50 3,655.00 Participate in extended telephone conference with lenders counsel, Creditors' Committee, SFI and SFO committees regarding deposition lists and objections (2.2);.......... 2.50 1,937.50 .........; prepare for and participate in telephone conference with all interested parties regarding identification of deponents (2.1);........... 8.30 4,399.00 Prepare for and extended conference call with lenders' counsel, SFI, SFO and Creditors' Committee regarding deposition schedule and preparations (2.8);............ 8.40 7,980.00 Extended telephone conferences with counsel for lenders, SFI committee, SFO committee and Committee concerning depositions (2.2);.............. 6.50 5,265.00

01/12/10

JAG5

01/12/10

MTW

01/12/10

PEH2

01/12/10

STC2

w.

On January 16, 2010, CMA3 (565), JAG5 (775), MS30 (485), MTW (530), and STC2 (810) (two Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 4.20 hours for a total fee of $2,608.00. CMA3 ...........; communicate with Akin Gump working group, S. Catlett, P. Harner and J. Geier regarding offensive discovery (1.0) 5.20 2,938.00 ..............; telephone conference with Akin Gump, Houlihan and M. Stefanelli regarding preparation for affirmative depositions (0.8) 1.50 1,162.50 Prepare for and attend conference call with Akin Gump and Houlihan regarding depositions preparations (1.0);........... 5.00 2,425.00 .............; participate in telephone conference regarding offensive depositions (0.7)

01/16/10

01/16/10

JAG5

01/16/10

MS30

01/16/10

MTW

FEE AUDITORS FINAL REPORT - Page 75 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

1.00 01/16/10 STC2

530.00

...............; multiple communications with Houlihan and SFO counsel regarding deposition preparation and planning (0.7) 12.00 9,720.00

x.

On January 20, 2010, CMA3 (565), PEH2 (950), RMM2 (810), and STC2 (810) (three Partners and Associate) participated in a conference call. CMA3 ...........; communicate with P. Harner regarding depositions strategy (0.5) 7.50 4,237.50 Multiple communications with client, Houlihan, S. Catlett, M. Martin and C. Auty regarding deposition strategy issues, status (2.3);........ 6.10 5,795.00 .............; telephone conferences and emails with P. Harner, S. Catlett regarding depositions, strategy (0.4);......... 9.60 7,728.00 ..............; multiple communications with client, deposition team and Houlihan regarding confirmation litigation strategy issues (1.1) 5.10 4,131.00

01/20/10

01/20/10

PEH2

01/20/10

RMM2

01/20/10

STC2

y.

On January 8, 2010, DBB4 (565), MJC9 (925), MKC (895), MMD4 (680), and REA (860) (three Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 6.70 hours for a total fee of $5,439.50. DBB4 Telephone conferences with M. Cohen, J. Coughlin and R. Arpajian regarding Great Escape (0.7);........... 3.50 1,977.50 Multiple telephone conferences (0.7);........... 9.10 8,417.50 ............; multiple telephone conferences with client, M. Cohen, M. Donaher and agent's counsel regarding comments to credit agreement (3.1) 5.00 4,475.00 ..............; telephone conference with client, M. Chernick and M. Cohen regarding financing issues (1.5);............ 8.20 5,576.00

01/08/10

01/08/10

MJC9

01/08/10

MKC

01/08/10

MMD4

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01/08/10

REA

Multiple communications with M. Cohen and M. Donaher regarding Great Escape funding issues and guaranty exposure (0.7);............. 1.80 1,548.00

z.

On January 10, 2010, MJC9 (925), MKC (895), MMD4 (680), and PEH2 (950) (three Partners and Associate) participated in a conference call. The total time spent including any preparation time was 6.20 hours for a total fee of $5,550.00. MJC9 ...........; multiple telephone conferences and email exchanges with J. Speed, J. Coughlin, W. Thomas, P. Harner, M. Donaher and M. Chernick regarding same (3.2) 7.20 6,660.00 Conference call with client, M. Cohen and M. Donaher regarding credit agreement open issues (0.8) 0.80 716.00 Telephone conference with client, M. Cohen and M. Chernick regarding credit agreement (0.8);........... 1.30 884.00 .........; multiple communications with client and M. Cohen regarding financing issues (1.4) 2.40 2,280.00

01/10/10

01/10/10

MKC

01/10/10

MMD4

01/10/10

PEH2

aa.

On January 11, 2010, CMA3 (565), MJC9 (925), and PEH2 (950) (two Partners and Associate) participated in a conference call. The total time spent including any preparation time was 5.00 hours for a total fee of $4,281.50. CMA3 Prepare for and attend conference call with M. Cohen, P. Harner, S. Catlett, Houlihan and client regarding Time Warner negotiations (1.1);.............. 1.30 734.50 ............; multiple telephone conferences and emails with client regarding same (1.8);.......... 10.90 10,082.50 Review outstanding exit financing issues (0.9); multiple communications with client, Houlihan, M. Cohen, S. Catlett and C. Auty regarding credit agreement and exit financing issues (1.2) 2.10 1,995.00

01/11/10

01/11/10

MJC9

01/11/10

PEH2

FEE AUDITORS FINAL REPORT - Page 77 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit E Meetings:

a.

On February 12, 2010, CMA3 (565), CRV (530), JAG5 (775), KLS3 (530), MTW (530), PEH2 (950), and STC2 (810) (three Partners and four Associates) attended a meeting. The total time spent including any preparation time was 14.80 hours for a total fee of $9,625.50. CMA3 ...............; prepare for and attend conference with presentation consultant regarding same (2.5);............ 8.40 4,746.00 ...........; participate in and attend FTI Consulting trial presentation (1.6);........... 6.50 3,445.00 Meeting with trial consultant (2.0) 2.00

02/12/10

02/12/10

CRV

02/12/10

JAG5

1,550.00

02/12/10

KLS3

............; conference with FTI Consulting, M. Weber, C. Auty, J. Geier, M. Stefanelli and J. Cooper regarding trial presentations and demonstrative exhibits (1.2);............ 17.20 9,116.00 .............; meeting with FTI regarding trial strategy (2.0); review expert reports in preparation for same (2.1) 6.60 3,498.00 Multiple telephone conferences and correspondence with client, Houlihan and litigation team regarding expert rebuttal reports (1.8);........... 5.50 5,225.00 ...........; multiple communications with client, litigation team and Houlihan regarding expert report analysis (1.6);............ 6.60 5,346.00

02/12/10

MTW

02/12/10

PEH2

02/12/10

STC2

b.

On February 23, 2010, CMA3 (565), CRV (530), DMS5 (430), KLS3 (530), MTW (530), PEH2 (950), RMM2 (805), and STC2 (810) (three Partners and five Associates) attended meetings in New York. The total time spent including any preparation and non-working travel time was 43.90 hours59 for a total fee of $20,881.75.

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

59

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02/23/10

CMA3

....................; multiple communications with P. Harner, M. Martin and working group regarding witness list and trial strategy (2.3);........ 9.10 5,141.50 ...............; conferences with trial preparation team regarding witness list and exhibit list (1.4);.............. 8.80 4,664.00 Multiple conferences with litigation team regarding witness list, trial exhibits and court strategy (3.2);........... 8.30 3,569.00 Multiple conferences with trial team regarding trial exhibit and strategy (2.5);............ 12.50 6,625.00 .........; internal litigation team strategy meeting regarding confirmation hearing (2.1);................. 8.50 4,505.00 Conference call with Houlihan, FTI Consulting, S. Catlett and C. Auty regarding trial preparation and demonstrative exhibits (0.7); conference call with Houlihan team, S. Catlett and R. Martin regarding case planning and trial strategy (1.3); multiple conferences, telephone conferences and correspondence with client and litigation team regarding trial strategy and witness and exhibit lists (1.9);........... 11.60 11,020.00 Conference call with T. Lauria, D. Preiser, S. Catlett, P. Harner and others regarding settlement (1.3); conference call with Houlihan, FTI Consulting, S. Catlett, P. Harner and C. Auty to discuss trial preparation, graphics (0.7);............; multiple conferences with S. Catlett, P. Harner, C. Auty, M. Weber and others to discuss hearing preparation, witness and exhibit lists and strategy (1.4);.............. 6.00 4,830.00 ................; communicate with Houlihan team regarding trial presentation of experts and related strategy issues (1.9) 3.20 2,592.00 Non-working travel to New York (4.7 hrs. billed @ rate) 4.70 1,327.75 Non-working travel from Atlanta to New York for trial preparation (3.0 hrs. billed @ rate) 3.00 795.00 Non-working travel from Atlanta to New York (4.0 hrs. billed at rate) 4.00 1,610.00

02/23/10

CRV

02/23/10

DMS5

02/23/10

KLS3

02/23/10

MTW

02/23/10

PEH2

02/23/10

RMM2

02/23/10

STC2

02/21/10

CMA3

02/22/10

CRV

02/22/10

RMM2

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02/23/10

DMS5

Non-working travel from Chicago to New York (4.5 hrs. billed at rate) 4.50 967.50 Non-working travel from Chicago to New York (3.5 hrs. billed @ rate) 3.50 927.50 Non-working travel from New York to Chicago after trial preparation meetings (3.5 hrs. billed @ rate) 3.50 1,417.50

02/23/10

MTW

02/23/10

STC2

c.

On February 25, 2010, CMA3 (565), CRV (530), DMS5 (430), PEH2 (950), RMM2 (805), and STC2 (810) (three Partners and three Associates) attended meetings in New York. The total time spent including any preparation and non-working travel time was 41.60 hours60 for a total fee of $23,265.25. CMA3 Prepare for and attend conference with working group and client regarding trial strategy (1.1);...........; conference call with working group regarding direct testimony strategy (1.4);............ 5.40 3,051.00 Multiple conferences and communications with working group team and client regarding further trial preparation (2.7); conferences with same regarding J. Speed direct examination outline (2.2);.............9.00 4,770.00 .............; multiple conferences with litigation team regarding same and trial preparation (1.4) 8.40 3,612.00 ...........; multiple extended conference calls and correspondence with client, Houlihan, S. Catlett, M. Martin and C. Auty to review hearing preparations, trial strategy and case planning issues (3.5); further conferences, telephone conferences and correspondence with litigation team regarding same (3.2);........... 10.20 9,690.00 .............; conference call with S. Catlett and Akin Gump to discuss trial preparation, strategy (0.6);.........; conference call with J. Speed, M. Shapiro, D. Hilty, P. Harner, S. Catlett and others to discuss status, trial strategy (0.7); conference call with S. Catlett, P. Harner

02/25/10

02/25/10

CRV

02/25/10

DMS5

02/25/10

PEH2

02/25/10

RMM2

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

60

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and team to discuss trial preparation, strategy (1.2);........... 5.90 4,749.50 02/25/10 STC2 Extended and multiple communications with client, Houlihan and litigation team regarding witness and exhibit lists and other trial planning issues (6.7);............ 9.70 7,857.00 Non-working travel from New York to Chicago (6.0 hrs. billed at rate) 6.00 1,290.00 Non-working travel to Chicago (6.9 hrs. billed @ rate) 6.90 1,949.25 Non-working travel from New York to Atlanta (4.0 hrs. billed @ rate) 4.00 1,610.00

02/25/10

DMS5

02/26/10

CMA3

02/26/10

RMM2

d.

On March 18, 2010, CMA3 (565), MTW (530), PEH2 (950), and STC2 (810) (two Partners and two Associates) attended settlement discussions. The total time spent including any preparation time was 36.40 hours for a total fee of $26,236.00. CMA3 Prepare for and attend settlement discussions (5.3); including multiple extended communications with working group regarding same (3.9) 9.20 5,198.00 Prepare for and attention to settlement discussions, including and multiple extended communications regarding same with working group (9.2) 9.20 4,876.00 All-day negotiations and meetings, including board of directors meeting, regarding potential settlement with SFI ad hoc noteholders committee (11.3) 11.30 10,735.00 Attention to plan negotiations, including extended and multiple communications with client, working group team and Houlihan regarding SFI term sheet (6.7);.............. 8.30 6,723.00

03/18/10

03/18/10

MTW

03/18/10

PEH2

03/18/10

STC2

e.

On January 14, 2010, ALE (260), CMA3 (565), CRV (530), DMS5 (430), JBS6 (430), KLS3 (530), MS30 (485), MTW (530), PEH2 (950), REH (670), RMM2 (805), and STC2 (810) (three Partners, eight Associates, and Paralegal) attended a meeting in Chicago The total

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time spent including any preparation and non-working travel time was 95.90 hours61 for a total fee of $49,362.50. 01/14/10 ALE Prepare for and attend team conference regarding deposition preparation (6.0);............. 7.40 1,924.00 Review and revise preparation materials for team meeting (1.4);.............; prepare for and conduct all hands strategy session (4.8);........... 9.40 5,311.00 Participate in attorney conference to discuss discovery planning and strategy (6.0) 6.00 3,180.00 Prepare for and participate telephonically in team meeting regarding deposition planning, preparations and strategy (6.3) 6.30 2,709.00 Attorney team meeting to discuss discovery planning and strategy (6.0) 6.00 2,580.00 Prepare for (2.0) and attend meeting with P. Harner, S. Catlett, M. Martin, R. Lewis, C. Auty, J. Cooper, M. Weber, M. Stefanelli, D. Simon, J. Sand, C. Wilson and A. Eissing regarding upcoming depositions (6.0);............ 10.50 5,565.00 ...........; participate in team strategy meeting (4.5) 9.50 4,607.50 Draft litigation summary in preparation for team strategy meeting (1.7); attend litigation strategy meeting (6.0);........... 8.40 4,452.00 Prepare for and meeting in Chicago with deposition team to review fact witness deposition preparations and strategy (6.9);......... 9.20 8,740.00

01/14/10

CMA3

01/14/10

CRV

01/14/10

DMS5

01/14/10

JBS6

01/14/10

KLS3

01/14/10

MS30

01/14/10

MTW

01/14/10

PEH2

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

61

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01/14/10

REH

Attend attorney meeting to discuss discovery planning and strategy (6.0) 6.00 4,020.00 Attend attorney meeting to review discovery planning and strategy (6.0) 6.00 4,830.00 Participate in extended team meeting regarding detailed review of strategy issues to prepare for fact witness depositions (4.2);........... 6.10 4,941.00 Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) 2.50 662.50 Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) 2.50 662.50 Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) 2.50 537.50 Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) 2.50 537.50 Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) 2.50 837.50 Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) 2.50 837.50 Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) 2.50 1,006.25 Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) 2.50 1,006.25 Non-working travel from Chicago to Baltimore after Six Flags meeting (2.1 hrs billed @ rate)

01/14/10

RMM2

01/14/10

STC2

01/14/10

CRV

01/14/10

CRV

01/14/10

JBS6

01/14/10

JBS6

01/14/10

REH

01/14/10

REH

01/14/10

RMM2

01/14/10

RMM2

01/15/10

PEH2

FEE AUDITORS FINAL REPORT - Page 83 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

2.10 f.

997.50

On January 6, 2010, MJC9 (925), PEH2 (950), and STC2 (810) (Partners) attended a meeting. The total time spent including any preparation time was 9.00 hours for a total fee of $8,112.50. MJC9 Attend meeting with client, financial advisors and representatives of SFI creditors led by T. Lauria (2.5); prepare for same (1.0);........... 4.30 3,977.50 Prepare for and meeting with client, Houlihan and SFI committee advisors regarding potential plan negotiations (3.0);............. 7.20 6,840.00 Attend meeting with client, Houlihan and SFI committee advisors regarding possible plan negotiations (2.5);......... 3.00 2,430.00

01/06/10

01/06/10

PEH2

01/06/10

STC2

FEE AUDITORS FINAL REPORT - Page 84 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit F Hearings: a. On February 16, 2010, CMA3 (565), PEH2 (950), RMM2 (805), and STC2 (810) (three Partners and Associate) participated in a telephonic court hearing. The total time spent including any preparation time was 5.00 hours for a total fee of $3,057.00.

02/15/10

CMA3

Conference with S. Catlett and P. Harner regarding court hearing and litigation strategy (0.5) 0.50 282.50 Review issues regarding February 16 hearing (0.5) 0.50 475.00 Prepare for and attend telephonic hearing regarding discovery of commitment and fee letters (1.3);.......... 1.60 904.00 Participate in telephonic court hearing (0.8); review documents in preparation for same (0.5);........... 2.20 2,090.00 Participate in telephonic court conference with counsel for SFO, SFI and others regarding discovery dispute (0.8); communicate with C. Auty in preparation for telephonic conference with the court (0.2) 1.00 805.00 Participate in telephone court conference regarding discovery issues (0.4);............ 0.70 567.00

02/15/10

PEH2

02/16/10

CMA3

02/16/10

PEH2

02/16/10

RMM2

02/16/10

STC2

b.

On February 19, 2010, CMA3 (565), CRV (530), MTW (530), PEH2 (950), and RMM2 (805) (two Partners and three Associates) attended a telephonic hearing. The total time spent including any preparation time was 5.50 hours for a total fee of $3,636.00. CMA3 Telephonically attend omnibus hearing (0.7);...... 1.10 621.50 Prepare for and telephonically attend omnibus hearing (1.2) 1.20 636.00 Participate in telephonic court hearing regarding confirmation and discovery matters (1.7) 1.70 901.00

02/19/10

02/19/10

CRV

02/19/10

MTW

FEE AUDITORS FINAL REPORT - Page 85 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

02/19/10

PEH2

Participate in telephonic omnibus hearing (0.7); review documents in preparation for same (0.5);........... 2.10 1,995.00 Telephonically attend omnibus hearing on pending matters (0.7) 0.70 563.50

02/19/10

RMM2

c.

On January 8, 2010, CMA3 (565), MTW (530), PEH2 (950), and STC2 (810) (two Partners and two Associates) attended a telephonic hearing. The total time spent including any preparation time was 13.20 hours for a total fee of $9,897.50. CMA3 Prepare for and attend telephonic omnibus hearing (1.8); multiple communications with A. Irgens regarding same (0.2); multiple communications with M. Weber regarding same (0.4); review KKI stipulation regarding same (0.5) 2.90 1,638.50 Participate in telephonic omnibus hearing (1.8); prepare for hearing and communicate with C. Auty regarding same (0.4) 2.20 1,166.00 Participate in telephonic omnibus hearing (1.9); review documents in preparation for same (1.4); communicate with client regarding same (0.5) 3.80 3,610.00 Attend omnibus hearing (1.9); prepare for court hearing, including review of pending motion and final agenda (2.4) 4.30 3,483.00

01/08/10

01/08/10

MTW

01/08/10

PEH2

01/08/10

STC2

d.

On January 13, 2010, PEH2 (950), CMA3 (565), MTW (530), and STC2 (810) (two Partners and two Associates) attended a hearing. The total time spent including any preparation time was 30.20 hours62 for a total fee of $18,227.50. PEH2 Review hearing agenda, documents regarding January 13 omnibus hearing (2.2) 2.20 2,090.00 Prepare for and attend hearing regarding discovery matters (4.8) 4.80 2,712.00

01/12/10

01/13/10

CMA3

Time for this entry was located in the following project categories - (I) Court Hearings and (ii) Nonworking Travel.

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01/13/10

MTW

Prepare for and participate in telephonic hearing on fact discovery depositions (2.8); communicate with local counsel regarding same (0.2) 3.00 1,590.00 Prepare for and participate in telephonic court hearing regarding discovery matters (3.1);........... 4.60 4,370.00 Attend court hearing on confirmation discovery issues (2.4); prepare for oral argument at court hearing (2.1) 4.50 3,645.00 Non-working travel from Chicago to Delaware for court hearing (4.1 hrs. billed @ rate) 4.10 1,158.25 Non-working travel to Chicago after court hearing (3.7 hrs. billed @ rate) 3.70 1,045.25 Non-working travel from New York to Chicago for Six Flags meeting (1.8 hrs billed @ rate) 1.80 855.00 Non-working travel to and from Delaware and return trip to Chicago regarding court hearing (5.4 hrs. billed @ rate) 5.40 2,187.00

01/13/10

PEH2

01/13/10

STC2

01/13/10

CMA3

01/13/10

CMA3

01/13/10

PEH2

01/13/10

STC2

e.

On March 5, 2010, CA12 (360), CMA3 (565), RMM2 (805), and STC2 (810) (two Partners and two Associates) attended a this pre-trial and omnibus hearing. The total time spent including any preparation and non-working travel time was 20.80 hours63 for a total fee of $9,190.00. CA12 Prepare for and attend pre trial and omnibus hearing (2.1) 2.10 756.00

03/05/10

03/05/10

CMA3

Attend telephonic hearing regarding pre-trial matters (1.5) 1.50 847.50

Time for this entry was located in the following project categories - (I) Court Hearings and (ii) NonWorking Travel.

63

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03/05/10

RMM2

Prepare for and attend final pretrial and omnibus hearing (2.0) 2.00 1,610.00 Appear at final pretrial and omnibus hearing, including related preparation (1.6) 1.60 1,296.00 Non-working travel from Atlanta to New York for hearing preparation (4.0 hrs. billed @ rate) 4.00 1,610.00 Non-working travel from Delaware to New York (3.6 hrs. billed @ rate) 3.60 648.00 Non-working travel from New York to Wilmington for pre-trial proceedings (1.5 hrs. billed @ rate) 1.50 603.75 Non-working travel from Wilmington to New York after pre-trial proceedings (1.5 hrs. billed @ rate) 1.50 603.75 Non-working travel to and from Delaware for pre-trial hearing (3.0 hrs. billed @ rate) 3.00 1,215.00

03/05/10

STC2

03/03/10

RMM2

03/05/10

CA12

03/05/10

RMM2

03/05/10

RMM2

03/05/10

STC2

f.

We note that eleven firm members (four Partners, six Associates, and Paralegal) attended the confirmation hearings. The total time spent, including travel time, was 557.70 hours for a total fee of $331,425.25. CMA3 Prepare for and attend trial (9.7) 9.70 5,480.50 Prepare for and attend court (12.5) 12.50 5,375.00 Prepare for and participate in confirmation trial (9.4) 9.40 8,930.00 Prepare for and attend day one of plan confirmation hearings (8.0) 8.00 6,440.00 Appear at confirmation hearing and extended related preparation tasks, including witness meetings (16.8) 16.80 13,608.00 Prepare for and attend confirmation trial (7.5) 7.50 4,237.50

03/08/10

03/08/10

DMS5

03/08/10

PEH2

03/08/10

RMM2

03/08/10

STC2

03/09/10

CMA3

FEE AUDITORS FINAL REPORT - Page 88 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/09/10

CRV

Attend confirmation hearing (1.7) 1.70 901.00 Prepare for (0.6) and attend confirmation hearing (7.6) 8.20 4,346.00 Prepare for and participate in confirmation trial (8.9) 8.90 8,455.00 Attend day two of the plan confirmation hearings (4.0) 4.00 3,220.00 Appear at confirmation hearing, including extended related preparation and client, Houlihan and local counsel meetings (14.5) 14.50 11,745.00 Attend the confirmation hearing (2.6) 2.60 676.00 Prepare for and attend confirmation hearing (5.3) 5.30 2,994.50 Prepare for and attend confirmation hearing (9.0); conferences regarding expert cross examination and deposition designations (1.5) 10.50 5,565.00

03/09/10

MTW

03/09/10

PEH2

03/09/10

RMM2

03/09/10

STC2

03/10/10

ALE

03/10/10

CMA3

03/10/10

CRV

03/10/10

MTW

Participate in confirmation hearing (7.0) 7.00 3,710.00 Prepare for and participate in confirmation trial (9.2) 9.20 8,740.00 Prepare for and attend day three of plan confirmation hearing (7.8) 7.80 6,279.00 Appear at confirmation hearing, including extended witness preparation, and exhibit and evidence review regarding confirmation hearing (15.7) 15.70 12,717.00 Attend confirmation hearing (4.5) and prepare, organize debtor, SFI and SFO trial exhibits for same(6.7) 11.20 2,912.00

03/10/10

PEH2

03/10/10

RMM2

03/10/10

STC2

03/11/10

ALE

FEE AUDITORS FINAL REPORT - Page 89 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/11/10

CA12

Attend confirmation hearing (5.2) 5.20 1,872.00 Prepare for and telephonically attend court hearing (2.3) 2.30 1,299.50 Attend confirmation hearing (4.5) 4.50 2,385.00 Attend court hearing (4.0) 4.00 1,940.00 Participate in confirmation hearing (4.5) 4.50 2,385.00 Prepare for and participate in confirmation trial (5.9) 5.90 5,605.00 Attend day three of the plan confirmation hearing (4.5) 4.50 3,622.50 Appear at confirmation hearing, including extended witness preparation strategy meetings (15.4) 15.40 12,474.00 Attend confirmation hearing (3.9); organize debtor and SFI trial exhibits for same (3.0) 6.90 1,794.00 Prepare for and attend hearing and in camera conferences regarding same (6.7) 6.70 3,785.50 Prepare for and attend hearing (7.5) 7.50 3,225.00 Prepare for (0.4) and attend confirmation hearing (6.4) 6.80 3,604.00 Prepare for and participate in confirmation trial (6.5) 6.50 6,175.00 Attend confirmation hearing, including related extended communications with client, Houlihan team, local counsel and

03/11/10

CMA3

03/11/10

CRV

03/11/10

MS30

03/11/10

MTW

03/11/10

PEH2

03/11/10

RMM2

03/11/10

STC2

03/12/10

ALE

03/12/10

CMA3

03/12/10

DMS5

03/12/10

MTW

03/12/10

PEH2

03/12/10

STC2

FEE AUDITORS FINAL REPORT - Page 90 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

witnesses in preparation (8.3) 8.30 6,723.00 03/15/10 CMA3 Prepare for and attend confirmation hearing (7.5) 7.50 4,237.50 Attend B. Ridings expert testimony court hearing (4.0) 4.00 2,120.00 Prepare for and participate in confirmation trial (9.6) 9.60 9,120.00 Prepare for and attend plan confirmation hearings (10.0) 10.00 8,050.00 Appear at confirmation hearing, including multiple communications with trial team, client and local counsel regarding trial strategy issues (8.2) and review analysis of related filings (3.7) 11.90 9,639.00 Prepare for and attend confirmation hearing (9.7) 9.70 5,480.50 Prepare for and attend D. Hilty expert testimony at confirmation hearing (5.0) 5.00 2,650.00 Attend confirmation hearing (7.5) 7.50 3,225.00 Attend hearing regarding D. Hilty expert testimony (4.0) 4.00 2,120.00 Prepare for and participate in confirmation trial (9.90) 9.90 9,405.00 Attend plan confirmation hearings (6.5) 6.50 5,232.50 Appear at confirmation hearing, including extended, multiple communications with client, trial team and witnesses regarding confirmation strategy issues (9.2) 9.20 7,452.00

03/15/10

MTW

03/15/10

PEH2

03/15/10

RMM2

03/15/10

STC2

03/16/10

CMA3

03/16/10

CRV

03/16/10

DMS5

03/16/10

MTW

03/16/10

PEH2

03/16/10

RMM2

03/16/10

STC2

FEE AUDITORS FINAL REPORT - Page 91 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/17/10

CMA3

Prepare for and attend confirmation hearing (8.5) 8.50 4,802.50 Attend direct examination of R. Belinksy at confirmation hearing (4.2) 4.20 2,226.00 Prepare for and participate in confirmation trial (9.8) 9.80 9,310.00 Appear for debtors at confirmation trial, including multiple communications with client, Houlihan and local counsel (1.7) 1.70 1,377.00 Prepare for and attend confirmation hearing (3.2) 3.20 1,696.00 Attend court hearing (2.0) 2.00 860.00 Prepare for and attend confirmation hearing (0.9) 0.90 603.00 Prepare for and participate in suspended plan confirmation hearings (2.9) 2.90 2,755.00 Attend plan confirmation proceedings (3.0) 3.00 2,415.00 Appear at court hearing, including related client communications (2.4) 2.40 1,944.00 Prepare for and attend confirmation hearing (3.5) 3.50 1,855.00 Attend court hearing (2.5) 2.50 1,075.00 Related chambers conferences and court proceedings (2.0) 2.00 1,900.00 Attend plan confirmation proceedings, including conferences with the court and among counsel for all parties (3.5) 3.50 2,817.50

03/17/10

CRV

03/17/10

PEH2

03/17/10

STC2

03/18/10

CRV

03/18/10

DMS5

03/18/10

IVT

03/18/10

PEH2

03/18/10

RMM2

03/18/10

STC2

03/19/10

CRV

03/19/10

DMS5

03/19/10

PEH2

03/19/10

RMM2

FEE AUDITORS FINAL REPORT - Page 92 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/19/10

STC2

Attend multiple chambers conferences with court and related confirmation proceedings, including related communications (2.7) 2.70 2,187.00 Non-working travel from Chicago to New York (4.0 hrs. billed @ rate) 4.00 860.00 Non-working travel from Chicago to New York for trial (3.5 hrs. billed @ rate ) 3.50 1,417.50 Non- working travel from Atlanta to New York for trial preparation (3.0 hrs. billed @ rate) 3.00 795.00 Non-working travel from Chicago to Delaware for trial (7.5 hrs. billed @ rate) 7.50 975.00 Non-working travel from New York to Delaware for trial (4.0 hrs. billed @ rate) 4.00 1,130.00 Non-working travel to Delaware for confirmation hearing (2.5 hrs. billed @ rate) 2.50 662.50 Non-working travel from New York to Delaware for trial (3.0 hrs. billed @ rate) 3.00 645.00 Non-working travel from New York to Delaware for trial (3.0 hrs. billed @ rate) 3.00 727.50 Non-working travel from New York to Wilmington for trial (2.5 hrs. billed @ rate) 2.50 662.50 Non-working travel from New York to Wilmington for confirmation trial (3.1 hrs. billed @ rate) 3.10 1,472.50

03/01/10

DMS5

03/01/10

STC2

03/03/10

CRV

03/07/10

ALE

03/07/10

CMA3

03/07/10

CRV

03/07/10

DMS5

03/07/10

MS30

03/07/10

MTW

03/07/10

PEH2

FEE AUDITORS FINAL REPORT - Page 93 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/07/10

RMM2

Non-working travel from New York to Wilmington for trial (2.5 hrs. billed @ rate) 2.50 1,006.25 Non-working travel to Delaware for confirmation hearing (1.0 hrs. billed @ rate) 1.00 180.00 Non-working travel from Philadelphia to Chicago (8.0 hrs. billed at rate) 8.00 1,040.00 Non-working travel from Delaware to Chicago (9.2 hrs. billed @ rate) 9.20 1,656.00 Non-working travel from Delaware to Chicago (7.5 hrs. billed @ rate) 7.50 1,612.50 Non-working travel from Delaware to Chicago (7.5 hrs. billed @ rate) 7.50 1,818.75 Non-working travel from Delaware to Connecticut (3. 5 hrs. billed @ rate)) 3.50 927.50 Non-working travel from Wilmington to New York for witness preparation and J. Madden deposition (2.6hrs. billed @ rate) 2.60 1,235.00 Non-working travel from Wilmington to Atlanta (5.0 hrs. billed at ) 5.00 2,012.50 Non-working travel from Wilmington after confirmation hearing (3.0 hrs. billed at rate) 3.00 1,215.00 Non-working travel from Chicago to Delaware for trial (6.0 hrs. billed @ rate) 6.00 1,290.00 Non-working travel to Wilmington for trial (2.9 hrs. billed @ rate)

03/08/10

CA12

03/12/10

ALE

03/12/10

CA12

03/12/10

DMS5

03/12/10

MS30

03/12/10

MTW

03/12/10

PEH2

03/12/10

RMM2

03/12/10

STC2

03/14/10

DMS5

03/14/10

MTW

FEE AUDITORS FINAL REPORT - Page 94 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

2.90 03/14/10 PEH2

768.50

Non-working return travel to Wilmington for trial (2.3 hrs. billed @ rate) 2.30 1,092.50 Non-working travel to Wilmington for trial (5.0 hrs. billed @ rate) 5.00 2,012.50 Non-working travel to Delaware for confirmation trial (4.0 hrs. billed @ rate) 4.00 1,620.00 Non-working travel from Wilmington to Chicago (5.1 hrs. billed @ rate) 5.10 1,440.75 Non-working travel from Wilmington to Atlanta (4.0 hrs. billed @ rate) 4.00 1,060.00 Non-working travel from Delaware to Chicago (6.3 hrs. billed @ rate) 6.30 1,354.50 Non-working travel from Delaware (4.7 hrs. billed @ rate) 4.70 1,245.50 Non-working return travel from Wilmington (2.1 hrs. billed @ rate) 2.10 997.50 Non-working travel from Wilmington to Atlanta (4.0 hrs. billed @ rate) 4.00 1,610.00 Non-working travel from Wilmington to Chicago after confirmation hearings (3.5 hrs. billed @ rate) 3.50 1,417.50 Monitor trial and attend to financing issues regarding same (2.0 ) 2.00 1,850.00 Monitor confirmation hearing (3.9); review documents regarding issues raised in same (2.2)

03/14/10

RMM2

03/14/10

STC2

03/19/10

CMA3

03/19/10

CRV

03/19/10

DMS5

03/19/10

MTW

03/19/10

PEH2

03/19/10

RMM2

03/19/10

STC2

03/08/10

MJC9

03/11/10

MJC9

FEE AUDITORS FINAL REPORT - Page 95 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

6.10 03/14/10 MJC9

5,642.50

Monitor confirmation hearing (3.0); review documents regarding issues raised in same (1.5) 4.50 4,162.50 Monitor hearing (2.2) 2.20 2,035.00

03/19/10

MJC9

g.

On March 26, 2010, AMC5 (670), DMS5 (430), MTW (530), STC2 (810), and MJC9 (925) (two Partners and three Associates) attended a telephonic hearing. The total time spent including any preparation time was 10.80 hours64 for a total fee of $7,931.00.

03/26/10

AMC5

Attend telephonic court hearing (0.9) 0.90 603.00 Participate in telephonic hearing (1.0) 1.00 430.00 Prepare for hearing (1.9); participate in telephonic hearing (1.1);.......... 3.60 1,908.00 Prepare for and attend court hearing on debtors emergency motion on revoting (1.3);............. 2.60 2,106.00 ..............; participate in telephonic hearing (4.6) 11.40 10,545.00

03/26/10

DMS5

03/26/10

MTW

03/26/10

STC2

03/26/10

MJC9

h.

On March 31, 2010, AMC5 (670), CMA3 (565) and STC2 (810) (Partners and two Associates) attended a telephonic hearing. The total time spent including any preparation time was 1.90 hours for a total fee of $1,273.00. AMC5 Participate in telephonic hearing regarding scheduling order (0.5) 0.50 335.00

03/31/10

Time for this entry was located in the following project categories - (I) Court Hearings and (ii) Financing/Cash Collections.

64

FEE AUDITORS FINAL REPORT - Page 96 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/31/10

CMA3

Prepare for and attend telephonic hearing regarding scheduling order (0.8);................ 1.30 734.50 Attend court conference on motion to reschedule voting and related scheduling issues (0.6);.............. 2.50 2,025.00

03/31/10

STC2

Depositions: I. On March 17 and 19, 2010, MTW (530), CRV (530) and STC2 (810) (Partner and two Associates) attended the deposition of Narain. The total time spent including any preparation time was 36.30 hours for a total fee of $23,551.00. MTW Prepare for D. Narain deposition (8.6);............ 11.00 5,830.00 Prepare for D. Narain deposition, including review and analyze document production (2.9) 2.90 2,349.00 Prepare for D. Narain deposition, including extended document review (5.3); participate in D. Narain deposition (6.0);........... 12.20 6,466.00 Prepare for D. Narain deposition, including extended document review (6.7); conduct deposition (5.3) 12.00 9,720.00 Attend deposition of D. Nairan telephonically (1.0) 1.00 530.00 Attend D. Narain deposition (0.5) 0.50 405.00

03/16/10

03/16/10

STC2

03/17/10

MTW

03/17/10

STC2

03/19/10

CRV

03/19/10

STC2

j.

On February 19, 2010, CMA3 (565), DMS5 (430), RMM2 (805), and STC2 (810) (two Partners and two Associates) attended the deposition of D. Hilty. The total time spent including any preparation and non-working travel time was 73.60 hours65 for a total fee of

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

65

FEE AUDITORS FINAL REPORT - Page 97 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

$37,372.00. 02/14/10 CMA3 Multiple communications with S. Catlett regarding preparation for expert deposition preparation and SFI discovery issue (0.4);......... 1.20 678.00 Review and revise Hilty deposition preparation materials and expert rebuttal reports (2.4); prepare for and attend conference call with working group regarding deposition preparation (0.8);....... 4.60 2,599.00 ...........; review and prepare Hilty deposition materials and reports for deposition preparation (3.8);............ 10.10 5,706.50 Prepare for and attend Hilty deposition preparation session (4.7) 4.70 2,655.50 Review Hilty documents in preparation for deposition (2.5); attend deposition preparation session with D. Hilty, S. Catlett (2.5) 5.00 2,150.00 Prepare for expert witness depositions (7.7);........... 9.00 7,290.00 Prepare and attend Hitly deposition (5.7);........... 6.30 3,559.50 Prepare for and attend Hilty deposition (4.0) 4.00 1,720.00 ............; conference with D. Hilty in preparation for his deposition (0.9); attend deposition of D. Hilty (1.2) 3.50 2,817.50 Defend Hilty deposition and extended meetings regarding same (10.8) 10.80 8,748.00 Non-working travel from Atlanta to New York for expert depositions (3.5 hrs billed at rate) 3.50 1,408.75 Non-working travel to Louisville for meetings with KSFB and to New York for expert depositions (6.5 hrs. billed @ rate)

02/15/10

CMA3

02/17/10

CMA3

02/18/10

CMA3

02/18/10

DMS5

02/18/10

STC2

02/19/10

CMA3

02/19/10

DMS5

02/19/10

RMM2

02/19/10

STC2

02/15/10

RMM2

02/16/10

STC2

FEE AUDITORS FINAL REPORT - Page 98 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

6.50 02/17/10 DMS5

2,632.50

Non-working travel from Chicago to New York (4.3 hrs billed at rate) 4.30 924.50 Non-working travel to Chicago (4.4 hrs. billed @ rate) 4.40 1,243.00 Non-working travel from New York to Chicago (4.0 hrs. billed at rate) 4.00 860.00

02/19/10

CMA3

02/19/10

DMS5

02/19/10

k.

Non-working travel from New York to Atlanta (3.5 hrs. billed at rate) 3.50 1,408.75 On February 17, 2010, CMA3 (565), CRV (530), and STC2 (810) (two Partners and Associate) attended the deposition of B. Ridings. The total time spent including any preparation and non-working travel time was 37.10 hours66 for a total fee of $20,893.50. CRV Prepare SFTP portion of expert deposition outline (1.8); review expert rebuttal reports in preparation for drafting expert deposition outline (2.3);............ 4.70 2,491.00 Prepare for expert witness depositions (5.4);........... 7.10 5,751.00 Conference with P. Harner regarding deposition strategy (0.4); multiple emails and communications with working group regarding deposition preparation materials (0.4);...........; multiple conferences with working group regarding expert deposition strategy (1.9) 3.00 1,695.00 .............; emails with S. Catlett, M. Martin, C. Auty and M. Weber regarding expert deposition preparation (1.2);............ 7.00 3,710.00 Prepare for expert depositions (1.7) 1.70 1,377.00 Multiple communications with working group regarding Ridings deposition (0.8); telephonically attend Ridings deposition

RMM2

02/14/10

02/15/10

STC2

02/16/10

CMA3

02/16/10

CRV

02/16/10

STC2

02/17/10

CMA3

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

66

FEE AUDITORS FINAL REPORT - Page 99 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

(4.5);............ 02/17/10 CRV 10.10 5,706.50 Attend B. Ridings expert deposition (9.7);........... 11.00 5,830.00 Attend Ridings expert witness deposition (1.5);........... 9.70 7,857.00 Non-working travel to New York for expert depositions (3.0 hrs. billed @ rate) 3.00 795.00 Non-working travel back from New York (2.5 hrs. billed @ rate) 2.50 662.50

02/17/10

STC2

02/15/10

CRV

02/19/10

CRV

l.

On January 18, 2010, CMA3 (565), CRV (530), and PEH2 (950) (Partner and two Associates) participated in the deposition preparation sessions of Russ, Kuperman, Bradshaw and Barber. The total time spent including any preparation and non-working travel time was 17.90 hours67 for a total fee of $10,190.25. CMA3 ...............; prepare for and attend general deposition preparation session for L. Russ, K. Bradshaw, M. Barber and L. Kuperman (3.7);.......... 8.10 4,576.50 Deposition preparation session with L. Russ, M. Barber, K. Bradshaw and L. Kuperman (6.0);......... 8.90 4,717.00 ...........; prepare for and meeting with L. Russ, L. Kuperman, K. Bradshaw and M. Barber to prepare for depositions (3.9);........... 9.40 8,930.00 Non-working travel from Chicago to Dallas for depositions (4.3 hrs. billed @ rate) 4.30 1,214.75

01/18/10

01/18/10

CRV

01/18/10

PEH2

01/17/10

CMA3

m.

On January 27, 2010, MTW (530), MS30 (485), and STC2 (810) (Partner and two Associates) attended the deposition of Shapiro. The total time spent including any

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

67

FEE AUDITORS FINAL REPORT - Page 100 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

preparation time was 29.50 hours for a total fee of $18,232.50. 01/22/10 MTW Meet with M. Shapiro, J. Coughlin and working group, including extensive document review in preparation for same (4.8)68;.......... 11.70 6,201.00 .............; extensive document review in preparation for Shapiro deposition (1.6); multiple communications with D. Simon regarding same (0.1) 13.10 6,943.00 ..............; review and prepare documents for Shapiro deposition (2.5) 10.00 4,850.00 ...............; review documents in preparation for M. Shapiro deposition (1.4) 12.20 6,466.00 .........; assist in deposition of Shapiro (2.0);......... 9.00 4,365.00 Prepare for M. Shapiro deposition, including document review (1.8); participate in M. Shapiro deposition (7.7);........... 11.30 5,989.00 Defend M. Shapiro deposition, including multiple communications with client and Houlihan regarding deposition preparation (8.9); multiple communications with SFI counsel regarding due diligence needs in connection with expert reports (0.4); conference call with P. Harner, M. Martin, J. Geier and C. Auty regarding deposition strategy (0.7);............ 14.30 11,583.00

01/25/10

MTW

01/26/10

MS30

01/26/10

MTW

01/27/10

MS30

01/27/10

MTW

01/27/10

STC2

n.

On January 28, 2010, CMA3 (565), MTW (530), and STC2 (810) (Partner and two Associates) attended the deposition of Coughlin. The total time spent including any preparation time was 24.40 hours for a total fee of $14,549.00. MTW Meet with M. Shapiro, J. Coughlin and working group, including extensive document review in preparation for same (4.8)69;..........

01/22/10

68

2.4 hours was billed to the Shapiro deposition. 2.4 hours was billed to the Coughlin deposition.

69

FEE AUDITORS FINAL REPORT - Page 101 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

11.70 6,201.00 01/24/10 MTW Deposition preparation regarding Coughlin and Speed, including extensive document review (8.5)70 8.50 4,505.00 ..........; review Coughlin documents (3.4); conduct deposition preparation session with J. Coughlin (3.1); conference call with M. Martin, S. Catlett, J. Geier and P. Harner regarding deposition strategy (0.7);........... 10.20 5,763.00 .............; prepare and defend J. Coughlin deposition (3.0) 4.10 2,316.50 ...........; participate in J. Coughlin deposition (2.3); meeting with deposition team regarding status and strategy (0.8);.......... 9.70 5,141.00 Defend J. Coughlin deposition, including related meetings with client (4.5);........... 5.90 4,779.00

01/27/10

CMA3

01/28/10

CMA3

01/28/10

MTW

01/28/10

STC2

o.

On January 29, 2010, PEH2 (950), MTW (530), and REH (670) (Partner and two Associates) attended the deposition of Prip. The total time spent including any preparation and nonworking travel time was 44.10 hours71 for a total fee of $30,277.00. PEH2 .............; review documents in preparation for Prip deposition (2.9) 6.10 5,795.00 .............; review deposition exhibits in preparation for W. Prip deposition (0.7);........... 9.70 5,141.00 Prepare for and attend meeting with W. Prip in preparation for deposition (1.5); review documents regarding same (2.9); communications with R. Lewis regarding same (0.5);........ 6.20 5,890.00

01/27/10

01/28/10

MTW

01/28/10

PEH2

70

4.2 hours was billed to the Coughlin deposition.

Time for this entry was located in the following project categories - (I) General Litigation and (ii) NonWorking Travel.

71

FEE AUDITORS FINAL REPORT - Page 102 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

01/28/10

REH

Deposition preparations for W. Prip, including extensive document review (7.5); emails with deposition team regarding same (1.0);.......... 10.00 6,700.00 Participate in W. Prip deposition (4.9); meeting with working group regarding same (0.3); review exhibit referenced in Prip deposition (0.3);........... 6.20 3,286.00 Prepare for and attend Prip deposition (7.0);........... 9.70 9,215.00 Prepare for and defend W. Prip deposition (7.0) 7.00 4,690.00 Non-working travel from Atlanta to New York for depositions (3.8 hrs. billed @ rate) 3.80 1,273.00

01/29/10

MTW

01/29/10

PEH2

01/29/10

REH

01/28/10

REH

01/29/10

REH

Non-working travel from New York to Atlanta after depositions (3.8 hrs. billed @ rate) 3.80 335.00 1,273.00

FEE AUDITORS FINAL REPORT - Page 103 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit G 1/22/10 1/29/10 65.08 120.87 Meals - P. Harner, 01/14/10, Restaurant: Peninsula Hotel (Chicago) Room Service; Number of People: 1; Dinner for P. Harner Meals - Eurest Dining Services Inv. #1165501627 dated 1/26/10, Lunch on 1/25/10 at Paul Hastings Atlanta office for R. Martin, C. Wilson and J. Odum for depositions preparation Meals - M. Stefanelli, 01/29/10, Restaurant: Four Seasons Hotel; Number of people: 1; Breakfast for one (Auston, TX)
Meals - SWEB Inv. #625291 dated 01/24/10, Order #138490977, 01/11/10, M. Chernick, After hours dinner when working late Meals - SWEB Inv. #625291 dated 01/24/10, Order #138643893, 01/12/10, C. McGrath, After hours dinner when working late Meals - SWEB Inv. #625291 dated 01/24/10, Order #138797001, 01/13/10, D. Makso, After hours dinner when working late Meals - SWEB Inv. #625291 dated 01/24/10, Order #139047249, 01/15/10, G. Richards, After hours dinner when working late Meals - SWEB Inv. #625291, Order #139509819, 01/20/10, P. Harner, Lunch on 01/21 for attorneys and deponents regarding Antinoro deposition and Thomas deposition preparation Meals - SWEB Inv. #625291 dated 01/24/10, Order #139638384, 01/21/10, P. Harner, Lunch on 01/22 for attorneys and deponents regarding Dalton and Thomas depositions and Shapiro and Coughlin deposition preparation 15.20

1/31/10

30.82

01/11/2010

PHJW

01/12/2010

PHJW

25.04

01/13/2010

PHJW

25.51

01/15/2010

PHJW

30.98

01/20/2010

PHJW

385.65

01/21/2010

PHJW

174.15

FEE AUDITORS FINAL REPORT - Page 104 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

01/22/2010

PHJW

01/22/2010

PHJW

Meals - SWEB Inv. #632109, Order #139764567, 01/22/10, P. Harner, Lunch on 01/25 for attorneys and deponents regarding Koskovolis deposition and Coughlin and Speed deposition preparation Meals - SWEB Inv. #632109, Order #139765530, 01/22/10, P. Harner, Late afternoon refreshments for attorneys and deponents on 01/25 regarding Koskovolis deposition and Speed deposition preparation Meals - SWEB Inv. #632109, Orders #140037078 and 140037348, 01/25/10, P. Harner, Lunch for attorneys and deponents on 01/26 regarding Speed, Quenzel and Lasry depositions Meals - SWEB Inv. #632109, Order #140179170, 01/26/10, P. Harner, Lunch for attorneys and deponent on 01/27 regarding Shapiro deposition Meals - SWEB Inv. #632109, Order #140390283, 01/28/10, P. Harner, Late afternoon refreshments on 01/28 for attorneys and deponents regarding Coughlin deposition and Prip deposition preparation Meals - SWEB Inv. #632109 dated 02/07/10, Order #140471721, 01/28/10, M. Chernick, After hours dinner when working late Meals - SWEB Inv. #632109 dated 02/07/10, Order #140513382, 01/28/10, C. McGrath, After hours dinner when working late

243.69

93.45

01/25/2010

PHJW

319.63

01/26/2010

PHJW

320.21

01/28/2010

PHJW

114.53

01/28/2010

PHJW

15.71

01/28/2010

PHJW

29.17

FEE AUDITORS FINAL REPORT - Page 105 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

02/03/2010

PHJW

02/06/2010

PHJW

02/08/2010

PHJW

02/10/2010

PHJW

02/11/2010

PHJW

02/11/2010

PHJW

02/11/2010

PHJW

02/17/2010

PHJW

02/18/2010

PHJW

02/18/2010

PHJW

Meals - SWEB Inv. #632109 dated 02/07/10, Order #141120087, 02/03/10, M. Chernick, After hours dinner when working late Meals - SWEB Inv. #632109 dated 02/07/10, Order #141477882, 02/06/10, S. Nakhasi, After hours dinner when working late SWEB Inv. #637590 dated 02/21/10, Order #141676467, 02/08/10, M. Chernick, After hours dinner when working late SWEB Inv. #637590 dated 02/21/10, Order #141972309, 02/10/10, C. McGrath, After hours dinner when working late SWEB Inv. #637590 dated 02/21/10, Order #142077732, 02/11/10, M. Donaher, After hours dinner when working late SWEB Inv. #637590 dated 02/21/10, Order #142100655, 02/11/10, C. McGrath, After hours dinner when working late Meals - SWEB Inv. #637590 dated 02/21/10, Order #142064097, 02/11/10, M. Chernick, After hours dinner when working late SWEB Inv. #637590 dated 02/21/10, Order #142686033, 02/17/10, C. McGrath, After hours dinner when working late SWEB Inv. #637590, Order #142793916, 02/18/10, M. Donaher, After hours dinner when working late SWEB Inv# 637590, Order #142761726, 02/18/10, P. Harner, Lunch on 02/19/10 regarding Hilty deposition

20.68

13.15

15.71

29.67

17.36

29.24

26.72

29.51

27.28

235.59

FEE AUDITORS FINAL REPORT - Page 106 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

02/19/2010

PHJW

02/23/2010

PHJW

02/23/2010

PHJW

02/24/2010

PHJW

02/27/2010

PHJW

01/31/2010

PHJW

SWEB Inv. #637590, Order #142843887, 02/19/10, M. Weber, Breakfast on 02/19/10 regarding Hilty deposition SWEB Inv. #646386, Order #143300907, 02/23/10, M. Chernick, After hours dinner when working late SWEB Inv. #646386, Order #143395833, 02/23/10, A. Crain, After hours dinner when working late SWEB Inv. #646386 dated 03/07/10, Order #143544654, 02/24/10, C. McGrath, After hours dinner when working late SWEB Inv. #646386 dated 03/07/10, Order #143881653, 02/27/10, C. McGrath, After hours dinner when working late Local - Meals - K. Steffy, 02/12/10, Restaurant: Chipotle; Number of people: 1; After hours dinner when working late Meals - SWEB Inv. #646386 dated 03/07/10, Order #144374067, 03/03/10, A. Crain, After hours dinner when working late Meals - SWEB Inv. #646386 dated 03/07/10, Order #144410151, 03/03/10, D. Hughes, After hours dinner when working late Meals - SWEB Inv. #646386 dated 03/07/10, Order #144408078, 03/03/10, B. Kaplan, after hours dinner when working late Meals - SWEB Inv. #646386 dated 03/07/10, Order #144499908, 03/04/10, Daniel Hughes, after hours dinner when working late

127.20

23.92

31.54

30.00

28.67

12.00

03/03/2010

PHJW

35.44

03/03/2010

PHJW

34.33

03/03/2010

PHJW

33.67

03/04/2010

PHJW

34.20

FEE AUDITORS FINAL REPORT - Page 107 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/04/2010

PHJW

03/08/2010

PHJW

03/23/2010

PHJW

03/24/2010

PHJW

03/25/2010

PHJW

03/26/2010

PHJW

03/30/2010

PHJW

03/31/2010

PHJW

03/31/2010

PHJW

03/31/2010

PHJW

Meals - SWEB Inv. #646386 dated 03/07/10, Order #144531597, 03/04/10, B. Kaplan, After hours dinner when working late Meals - SWEB Inv. #652139 dated 03/21/10, Order #144946518, 03/08/10, A. Crain, After hours dinner when working late Meals - SWEB Inv. #659790 dated 04/04/10, Order #146692056, 03/23/10, M. Chernick, After hours dinner when working late Meal - SWEB Inv. #659790 dated 04/04/10, Order #146804811, 03/24/10, P. Harner, After hours dinner when working late Meals - SWEB Inv. #659790 dated 04/04/10, Order #146960964, 03/25/10, M. Chernick, After hours dinner when working late SWEB Inv. #659790 dated 04/04/10, Order #147089532, 03/26/10, M. Chernick, After hours dinner when working late SWEB Inv. #659790 dated 04/04/10, Order #147496902, 03/30/10, M. Chernick, After hours dinner when working late Meals - SWEB Inv. #659790 dated 04/04/10, Order #147695655, 03/31/10, C. McGrath, After hours dinner when working late Meals - SWEB Inv. #659790 dated 04/04/10, Order #147669498, 03/31/10, A. Crain, After hours dinner when working late SWEB Inv. #659790 dated 04/04/10, Order #147652593, 03/31/10, M. Chernick, After hours dinner when working late

29.21

33.75

18.34

27.42

23.92

22.64

29.47

22.00

27.17

15.71

FEE AUDITORS FINAL REPORT - Page 108 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/16/2010

PHJW

03/18/2010

PHJW

03/18/2010

PHJW

03/18/2010

PHJW

03/18/2010

PHJW

03/18/2010

PHJW

03/18/2010

PHJW

03/31/2010

PHJW

03/31/2010

PHJW

Meals - A. Crain, 02/11/10, Restaurant: Trattoria Dopo; Number of people: 1; After hours dinner when working late Meals - M. Cohen, 02/04/10, Restaurant: Patsy's Pizzeria; Number of people: 3; After hours dinner for M. Cohen, M. Chernick and M. Donaher when workin late Meals - M. Cohen, 02/17/10, Restaurant: Papillon; Number of people: 1; After hours dinner when working late Meals - M. Cohen, 03/11/10, Restaurant: 232 Madison Avenue; Number of people: 2; After hours dinner for M. Cohen and C. McGrath when working late Meals - M. Cohen, 02/05/10, Restaurant: 232 Madison Avenue; Number of people: 3; After hours dinner for M. Cohen, M. Chernick and M. Donaher when working late Meals - M. Cohen, 03/05/10, Restaurant: Sushi Hana; Number of people: 1; After hours dinner when working late Meals - M. Cohen, 01/03/10, Restaurant: Sushi Hana; Number of people: 1; After hours dinner when working late (Sunday) Meals - A. Crain, 03/27/10; Restaurant: Coalhouse Pizza; Number of people: 1; After hours dinner when working late (Saturday) Meals - A. Crain, 03/27/10, Restaurant: Coalhouse Pizza; Number of people: 1; After hours dinner when working late (Saturday)

23.15

46.95

30.05

52.21

49.03

29.54

25.00

11.13

23.20

FEE AUDITORS FINAL REPORT - Page 109 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

FEE AUDITORS FINAL REPORT - Page 110 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Exhibit H 1/7/10 166.45 VITAL Trans. Inv. #0122222 dated 01/12/10, Ticket 1528509, 1/7/10, passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0122569 dated 01/19/10, Ticket 1564617, 1/11/10, Passenger: M. Donaher, After hours car service to home when working late (CT) Taxi/Ground Transportation - Crown Cars & Limousines Inv. #A0510-6731, 1/5/10, Passenger: J. Cooper, After hours car service to home when working late on database document production matters Taxi/Ground Transportation - crown Cars & Limousines Inv. #A0510-6731 dated 1/5/10, Passenger: J. Cooper, 12/22, 12/23, After hours car services on 12/22/09 and 12/23/09 to home when working late on database document production matters VITAL Trans. Inv. #0122569 dated 1/19/10, Ticket 1616814, 1/13/10, passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0122855 dated 1/26/10, Ticket #1730250 1/21/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0122855 dated 01/26/10, Ticket 1528772, 1/22/10, Passenger: G. Steiner, After hours car service to home when working late 13.00 Local Taxi A. Short, 01/11/10, from /To: office/Home; After hours taxi to home when working late VITAL Trans. Inv. #0122569 dated 01/13/10, Passenger: C. McGrath, After hours car service to home when working late VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket #1547502, 01/25/10, Passenger: P. Harner, After hours car service when working late VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket

1/11/10

160.33

1/13/10

113.55

1/13/10

206.65

1/13/10

161.35

1/21/10

160.84

1/22/10

104.42

1/15/09

PHJW

1/13/2010

PHJW

23.76

01/25/2010

PHJW

22.69

01/26/2010

PHJW

110.52

FEE AUDITORS FINAL REPORT - Page 111 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

#1718603, 01/26/10, Passenger: G. Steiner, After hours car service to home when working late (NJ) 01/27/2010 PHJW 160.84 VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket #1566573, 01/27/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket #1713198, 01/28/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket #1525585, 01/29/10, Passenger: C. McGrath, After hours car service to home when working late VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket 1524392, 01/29/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0123050 dated 02/02/10, Ticket 1529926, 01/29/10, Passenger: C. McGrath, After hours car service to home when working late VITAL Trans. Inv. #0123346 dated 02/09/10. Ticket #1723303, 02/02/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1729517, 02/03/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1706149, 02/04/10, Passenger: C. McGrath, After hours car service to home when working late VITAL Trans. Inv. #0123346 dated 02/09/10, Ticket #1532896, 02/05/10, Passenger: P. Harner, After hours car service to home when working late VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket #1533978, 02/08/10, Passenger: M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket 1520984, 02/11/10, Passenger: P. Harner, After hours

01/28/2010

PHJW

160.84

01/29/2010

PHJW

23.76

01/29/2010

PHJW

160.84

01/29/2010

PHJW

23.76

02/02/2010

PHJW

159.82

02/03/2010

PHJW

162.63

02/04/2010

PHJW

23.76

02/05/2010

PHJW

22.69

02/08/2010

PHJW

160.84

02/11/2010

PHJW

22.69

FEE AUDITORS FINAL REPORT - Page 112 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

car service to home when working late 02/11/2010 STC2 25.91 VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket 1547529, 02/11/10, Passenger: S. Catlett, After hours car service to hotel from Paul Hastings New York office when working late VITAL Trans. Inv. #0123701 dated 02/16/10, Ticket #1730147, 02/12/10, C. McGrath, After hours car service to home when working late VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket 1730662, 02/16/10, C. Wilson, After hours car service to hotel from Paul Hastings New York office when working late VITAL Trans. Inv. #0123921 dated 02/23/10, Ticket 1527925, 02/18/10, C. McGrath, After hours car service to home when working late VITAL Trans. Inv. #0123921 dated 02/23/10, Ticket 1558732, 02/18/10, M. Donaher, After hours car service to home when working late VITAL Trans. Inv. #0124211 dated 03/02/10, Ticket #1539013, 02/22/10, Passenger: C. Wilson, After hours car service to hotel from Paul Hastings New York office when working late VITAL Trans. Inv. #0124211 dated 03/02/10, Ticket #1730790, 02/23/10, Passenger: C. McGrath, After hours car service to home when working late Taxi/Ground Transportation - TownCar, Exec. Car & Limo Service, Inc. Inv. #489517 01/31 Voucher #8410366, 01/26, M.Cohen, After hours car service when working late Taxi/Ground Transportation - Crown Cars & Limousines Inv. #B0610-6791, 02/06/10, J. Cooper After hours car service to home when working late on database services regarding document reviews, productions and deposition preparations on 1/5, 1/12, 1/15, 1/19, 1/22 ($340.10); C. Auty - Early morning

02/12/2010

PHJW

45.32

02/16/2010

PHJW

56.98

02/18/2010

PHJW

23.76

02/18/2010

PHJW

160.84

02/22/2010

PHJW

49.22

02/23/2010

PHJW

23.76

02/28/2010

MJC9

34.70

04/14/2010

PEH2

546.60

FEE AUDITORS FINAL REPORT - Page 113 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

car service from home to ORD on 1/13 ($69.75); J. Geier - Early morning car services from home to ORD on 1/20 and 1/26 ($136.75) (emphasis added) 01/31/2010 PHJW 10.00 Local -Taxi - K. Steffy, 02/03/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - M. Weber, 12/11/09, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - M. Weber, 12/14/09, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - M. Weber, 01/06/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - M. Weber, 01/14/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - M. Weber, 12/15/09, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - K. Steffy, 01/22/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - K. Steffy, 02/12/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - J. Bender, 02/17/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - J. Bender, 02/24/10, From/To: Office/Home; After hours taxi to home when working late

01/31/2010

PHJW

9.35

01/31/2010

PHJW

9.00

01/31/2010

PHJW

10.00

01/31/2010

PHJW

9.00

01/31/2010

PHJW

9.45

01/31/2010

PHJW

10.00

01/31/2010

PHJW

10.00

02/28/2010

PHJW

18.00

02/28/2010

PHJW

18.00

FEE AUDITORS FINAL REPORT - Page 114 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

02/28/2010

PHJW

18.00

Local -Taxi - J. Bender, 02/22/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - J. Bender, 02/19/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - K. Steffy, 02/23/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - K. Steffy, 02/26/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - A. Eissing, 02/25/10, From/To: Office/Home; After hours taxi to home when working late Local - S. Nakhasi, 02/06/10, From/To: Office/Home; Taxi to home from work on Saturday
18.00

02/28/2010

PHJW

18.00

02/28/2010

PHJW

10.00

02/28/2010

PHJW

10.00

02/28/2010

PHJW

12.00

02/28/2010

PHJW

10.40

02/28/2010

PHJW

02/28/2010

PHJW

03/16/2010

PHJW

03/16/2010

PHJW

Local -Taxi - J. Bender, 03/03/10, From/To: Office/Home; After hours taxi to home when working late Local - Taxi - A. Eissing, 03/04/10, From/To: Office/LGI; Taxi from Paul Hastings New York office to LaGuardia airport Local - Taxi - A. Crain, 02/12/10, From/To: Train Station/Home; After hours taxi from train station to home when working late Local - Taxi - A. Crain, 02/23/10, From/To: Train Station/Home; After hours taxi from train station to home when working late

35.00

15.00

15.00

FEE AUDITORS FINAL REPORT - Page 115 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/16/2010

PHJW

03/16/2010

PHJW

03/16/2010

PHJW

03/16/2010

PHJW

03/16/2010

PHJW

03/16/2010

PHJW

03/31/2010

PHJW

03/31/2010

PHJW

03/29/2010 03/30/2010 03/30/2010

PHJW PHJW PHJW

Local - Taxi - A. Crain, 02/17/10, From/To: Train Station/Home; After hours taxi from train station to home when working late Local - Taxi - A. Crain, 03/04/10, From/To: Train Station/Home: After hours taxi to home when working late Local - Taxi - A. Crain, 03/08/10, From/To: Office to Grand Central Station; Taxi from Paul Hastings New York office to Grand Central Station when working late Local -Taxi - J. Bender, 03/04/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - J. Bender, 03/08/10, From/To: Office/Home; After hours taxi to home when working late Local -Taxi - B. Kaplan, 03/04/10, From/To: Paul Hastings New YorK Office/Home; After hours taxi to home when working late Local -Taxi - A. Crain, 03/26/10, From/To: Office/Train station; After hours taxi from Paul Hastings New York Office to Grand Central Station Local - Taxi - A. Crain, 03/26/10, From/To: Train station/Home; After hours taxi from train station to home when working late to home when working late Local - Parking - M. Weber, 02/06/10 (Saturday) Local - Parking - M. Weber, 02/28/10 (Sunday) Local - Parking - M. Weber, 02/27/10 (Saturday)

15.00

15.00

7.00

16.00

18.00

9.00

14.28

15.00

12.00 12.00 12.00

FEE AUDITORS FINAL REPORT - Page 116 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

03/31/2010

PHJW

Local - Parking - M. Cormack, 04/01/10, Parking when working late VITAL Trans. Inv. #0124882 dated 03/16/10, Ticket #1645726, 03/12/10, E. Scott, After hours car service to home when working late VITAL Trans. Inv. #0125128 dated 03/23/10, Ticket #1526544, 03/15/10, M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0125128 dated 03/23/10, Ticket #1650437, 03/16/10, M. Donaher VITAL Trans. Inv. #0125128 dated 03/23/10, Ticket #1680162, 03/17/10, M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0125436 dated 03/30/10, Ticket #1697741, 03/23/10, M. Donaher, After hours car service to home when working late (CT) VITAL Trans. Inv. #0124599 dated 03/09/10, Ticket #1653806, 03/05/10, T. Boyle, After hours car service to home when working late (NJ)

36.50

03/12/2010

PHJW

52.62

03/15/2010

PHJW

160.84

03/16/2010

MMD4

160.84

03/17/2010

PHJW

171.04

03/23/2010

PHJW

166.45

03/05/2010

PHJW

58.71

FEE AUDITORS FINAL REPORT - Page 117 pih FR Paul Hastings 2-3 int 10.09-3.10.wpd

Response Exhibit 1 Conference Calls: A. On October 13, 2009, Michele Cohen - MJC9 (895), Michael Chernick - MKC (875), and Alicia Gimenez - AMG6 (585) (two Partners and an Associate) participated in multiple conference calls. The total time spent including any preparation time was 3.80 hours for a total fee of $3,017.00. 10/13/09 AMG6 .................; telephone conferences 8.00 4,680.00 with J. Speed, J. Coughlin, D. Hilty, M. Cohen and M. Chernick to review, discuss same (1.2);........... 10/13/09 MJC9 .....................; review documents 7.50 6,712.50 regarding same (0.6); multiple telephone conferences with client, working group, potential lender and counsel regarding same (1.4) 10/13/09 MKC ............; and with client (0.6) 3.00 2,625.00 regarding the same On October 13, 2009, Michele Cohen, Michael Chernick and Alicia Gimenez Response: engaged in multiple conference calls with Six Flags executives including James Coughlin, General Counsel and Jeffrey Speed, Executive Vice President and Chief Financial Officer as well as David Hilty, Managing Director of Houlihan, Lokey, Howard & Zukin (Houlihan) to discuss financing issues. Houlihan was Six Flags financial advisors and investment bankers. As these discussions pertained to the financing negotiations surrounding the credit agreement, it was necessary to have the three Paul Hastings attorneys working on the financing issues on these conference calls including Michele Cohen, Michael Chernick, and Alicia Gimenez. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney regarding the secured financing and restructuring documentation. Alicia Gimenez was one of the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. The Paul Hastings attorneys on this conference call reviewed the key issues arising from the secured financing negotiations with potential lending groups, the relevant documents to be prepared, and the comments and communications that were received from the investment banks and their counsel. B. On October 7, 2009, Paul Harner - PEH2 (950), William Schwitter - WFS (915), Luke Iovine - LPI (860), Steven Catlett - STC2 (775), Angelique Crain - AMC5 (655), and Christopher Evans CME2 (585) (four Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 6.30 hours for a total fee of $5,084.00. 10/07/09 AMC5 .................; telephone conference with 2.50 client, financial advisor and working group team (0.8);...... 1,637.50

10/07/09

CME2

10/07/09

LPI

10/07/09

PEH2

10/07/09

STC2

10/07/09

WFS

.............; conference call with client regarding revisions to disclosure statement and plan (0.9);....... ................; telephone call with client, working group regarding same (0.9);............... Conference call with client and working group team regarding plan and disclosure statement (1.2);............ Conference call with client and working group team regarding plan and disclosure statement (1.2);............ ..............; multiple telephone conferences and email correspondence with working group regarding plan and disclosure statement matters (1.3)

8.40

4,914.00

7.80

6,708.00

10.5 0 3.50

9,975.00

2,712.50

1.50

1,372.50

Response: The Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 239] and the Disclosure Statement for the Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 240] were filed on July 22, 2009. The Debtors Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 496] and the Disclosure Statement for Debtors Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 498] (respectively the Amended Plan and Amended Disclosure Statement) were subsequently filed on August 21, 2009. The court originally scheduled a hearing on the adequacy of the disclosure statement for October 8, 2009 which was subsequently adjourned. On October 7, 2009, Paul Harner, William Schwitter, Luke Iovine, Steven Catlett, Angelique Crain, and Christopher Evans participated in a conference call with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel, and Danielle Bernthal, Assistant General Counsel as well as David Preiser, Senior Managing Director, David Hilty, Managing Director, and John Paul Hanson, Director of Houlihan to review the disclosure statement, plan, rights offering, term sheet and solicitation procedures. Paul Harner, William Schwitter, and Steven Catlett had a second internal conference call regarding updates to the disclosure statement, plan, rights offering, term sheet and solicitation procedures and case strategy. This conference call was one of the many that occurred while negotiating with the Informal Committee of holders of 12.25% Senior Notes Due 2016 issued by Six Flags Operations, Inc. (the SFO Committee or SFO Noteholders). These negotiations ultimately resulted in the filing, on November 7, 2009, of the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (Second Amended Plan) [Docket No. 944] and the Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (Second Amended Disclosure Statement) [Docket No. 943]. Paul Harner was the lead bankruptcy attorney responsible for the restructuring, Steven

Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christopher Evans was the junior associate assisting the drafting team working on the disclosure statement and plan. The Second Amended Disclosure Statement and Second Amended Plan which reflected a consensual deal between the Debtors and the SFO Noteholders required input from a wide range of practice areas. Paul Hastings inter-departmental team approach to working on the Second Amended Disclosure Statement and Second Amended Plan addressed a very complex and important need: to cohesively disseminate necessary information to, from and among the attorneys and the client. Therefore, so that information could be freely exchanged among the group, advice and input solicited and, in turn, keep everyone working together to make all necessary changes, it was imperative that these key members be involved in this conference call with the client and the financial advisors. C. On October 8, 2009, Paul Harner - PEH2 (950), William Schwitter - WFS (915), Michele Cohen - MJC9 (895), Luke Iovine - LPI (860), Steven Catlett - STC2 (775), Angelique Crain AMC5 (655), and Christopher Evans - CME2 (585) (five Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 7.40 hours for a total fee of $6,026.50. 10/08/09 AMC5 .....................; telephone conference with working group team regarding plan, disclosure statement issues (0.9);.............. .............; conference call with working group team regarding same (0.9);........ .................; multiple email exchanges and telephone conferences with working group team regarding same (1.9) ...............; telephone conference with working group regarding same (0.9);............ Conference call with working group team regarding amended plan and disclosure statement (1.0);............. Conference call with working group team regarding planning for 10.40 6,812.00

10/08/09

CME2

4.70

2,749.50

10/08/09

LPI

7.50

6,450.00

10/08/09

MJC9

7.50

6,712.50

10/08/09

PEH2

9.40

8,930.00

10/08/09

STC2

1.60

1,240.00

10/08/09

WFS

amended plan and disclosure statement (0.9);.............. Participate in conference call with working group regarding preparation of amended disclosure statement (0.9);.................

2.50

2,287.50

At this time, extensive revisions had been made to draft portions of the Second Response: Amended Disclosure Statement and Second Amended Plan. These financial revisions, as well as additional financing documents (i.e. plan term sheet), were circulated to the working group and client for review and comments. This conference call addressed the status of the draft financing documents, changes from the Amended Disclosure Statement and Amended Plan, the on-going restructuring negotiations with all creditor constituencies and key strategies involved regarding same. Therefore, it was necessary that the primary parties involved in the financing and ongoing restructuring negotiations be involved in this conference call. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christopher Evans was the junior associate assisting the drafting team working on the disclosure statement and plan. D. On November 17, 2009, Paul Harner - PEH2 (950), Steven Catlett - STC2 (775), Christian Auty - CMA3 (550), Daniel Simon - DMS5 (425), and Stephenie Park - SSP2 (425) (two Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 4.70 hours for a total fee of $3,167.50. 11/17/09 CMA3 Prepare for and attend conference call regarding e-discovery procedures for SFI noteholder discovery (1.1); ...........; conference call regarding same (0.7);....... Review discovery issues and document requests in connection with conference call with Akin Gump, White & Case (0.6); conference call with financial advisors regarding same (0.9);.......... Attend conference with Akin Gump, White & Case, C. Auty, D. Simon, P. Harner and S. Catlett regarding 5.90 3,245.00

11/17/09 11/17/09

DMS5 PEH2

8.30 3,527.50 3.20 3,040.00

11/17/09

SSP2

1.60 680.00

11/17/09

STC2

document request (0.7);........... Conference call with SFI, SFO groups regarding discovery plan prior to December 4, 2009 hearing (0.7);...............

3.20 2,480.00

Response: On November 17, 2009, Paul Harner, Steven Catlett, Christian Auty, Stephenie Park, and Daniel Simon participated in a conference call regarding electronic discovery (Ediscovery) protocols and general discovery planning including document collection and production with Akin Gump, counsel to the SFO Noteholders, White & Case as counsel to the Ad Hoc Committee of SFI Noteholders as holders and advisors to holders of senior notes issued by Six Flags, Inc. (the SFI Committee or SFI Noteholders), and Houlihan in response to the SFI Noteholders First Request for Documents from Six Flags, Houlihan, and the SFO Committee. The document requests related to the Debtors Second Amended Plan and related exit financing and backstop commitment agreement. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Daniel Simon and Stephenie Park, both junior associates, were members of the document review team and assisted Christian Auty with the administration of the document collections, reviews and e-discovery. E. On November 18, 2009, Paul Harner - PEH2 (950), Steven Catlett - STC2 (775), Christian Auty - CMA3 (550), Robin Arzon - RAA3 (550), Daren Garshelis - DSG3 (445), Daniel Simon DMS5 (425), Stephenie Park - SSP2 (425), and Leah Weiss - LW9 (425) (two Partners and six Associates) participated in a conference call. The total time spent including any preparation time was 7.00 hours for a total fee of $4,640.00. 11/18/09 CMA3 .............; prepare for and attend conference with Houlihan working group and S. Catlett regarding document review protocol (0.7) Participate in conference call with C. Auty and document review team regarding document review procedures (0.5);........ Conference call with review team (0.5);............. Prepare for and conference call with C. Auty, D. Simon and document review group regarding document requests from SFI noteholders (0.6) Multiple communications with client, 3.90 2,145.00

11/18/09

DMS5

12.0 0

5,100.00

11/18/09 11/18/09

DSG3 LW9

7.50 0.60

3,337.50 255.00

11/18/09

PEH2

1.20

1,140.00

11/18/09

RAA3

11/18/09

SSP2

11/18/09

STC2

financial advisors and working group regarding discovery strategy and document issues (1.2) Attend conference call with team regarding document review protocol and background of case (0.5);............ Attend conference call regarding SFI noteholders disclosure statement document production (0.5);............ .............; communicate with working group team regarding document production planning and review multiple document responsiveness issues (2.5);...........

9.00

4,950.00

4.60

1,955.00

5.00

3,875.00

Response: On November 18, 2009, Paul Harner, Steven Catlett, Christian Auty, Robin Arzon, Daren Garshelis, Daniel Simon, Stephenie Park and Leah Weiss participated in a conference call regarding electronic discovery (E-discovery) protocols and general discovery planning including document collection and production in response to the SFI Noteholders First Request for Documents from Six Flags, Houlihan, and the SFO Committee. The document requests related to the Debtors Second Amended Plan and related exit financing and backstop commitment agreement. There were multiple telephone calls that occurred on this date. Paul Harner, Steven Catlett and Christian Auty had a conference call with Houlihan regarding Houlihans responses to the SFI Noteholders First Request for Documents from Houlihan. They also discussed the electronic discovery protocol since Paul Hastings reviewed and produced documents from the Houlihan custodians as well as the Six Flags custodians. In addition, Christian Auty had a conference call with the document review team including Robin Arzon, Daren Garshelis, Daniel Simon, Stephenie Park and Leah Weiss. This conference call further discussed e-discovery, timing of document review and production, protocols and procedures, document collection, and document review. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going plan negotiations and issues with various creditor constituencies related to responsiveness of the documents. Steven Catlett and Christian Auty also advised the document review team on privilege issues. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Christian Auty provided the document reviewers with background information related to the negotiations with creditor constituencies as they related to responsiveness of the documents. Associates Robin Arzon, Daren Garshelis, Leah Weiss Daniel Simon, and Stephenie Park were members of the document review team. F. On November 3, 2009, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (895), Luke Iovine - LPI (860), Steven Catlett - STC2 (775), and Mary Weber - MTW (515) (four Partners and an Associate) participated in several conference calls. The total time spent including any

preparation time was 5.80 hours for a total fee of $4,661.50. 11/03/09 11/03/09 LPI MJC9 Telephone conference with client (0.6);............... ..............; multiple telephone conferences and email exchanges with client and financial advisors regarding same (1.3);........... Multiple conference calls with KCC and local counsel regarding plan confirmation timeline (1.3);........... Prepare for and participate in team conference call with client regarding disclosure statement revisions and continued negotiations with SFO noteholders (0.9);..............; multiple telephone conferences and correspondence with SFO noteholders' counsel regarding revised plan issues and exit financing (0.8); ............. Conference call with client regarding planning for logistics of disclosure statement revisions and continue negotiations with SFO committee (0.5);................; multiple communications with SFO committee counsel regarding timing issues and date issues with revised plan (0.4) 5.80 4,988.00 6.80 6,086.00

11/03/09

MTW

2.10 1,081.50

11/03/09

PEH2

9.10 8,645.00

11/03/09

STC2

5.10 3,952.50

Response: On November 3, 2009, four days before the Second Amended Plan and Second Amended Disclosure Statement were filed, negotiations with the SFO Noteholders and their counsel continued to progress requiring multiple communications with individuals from Six Flags, Houlihan, and the SFO Noteholders. This conference call occurred days after Mark Shapiro, Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel from Six Flags, Inc. met with David Preiser, Senior Managing Director, David Hilty, Managing Director, and John Paul Hanson, Director of Houlihan, representatives from Bank of America and JPMorgan Chase Bank, twenty-three representatives of the SFO Noteholders including Akin Gump, Avenue Capital Management, and Fidelity Investments. In addition to this meeting and multiple telephone communications, there were several court filings that occurred at this time. During this time, there were extensive objections, responses and continuing negotiations in connection with the Second Amended Plan that would eventually be filed on November 7, 2009, the Debtors and SFO Noteholders Joint Motion to Approve Form of Confidentiality Agreement [Docket No. 902], Debtors Motion for Authorization to Amend Prepetition Credit Facility [Docket No. 501], the SFO Noteholders Emergency Motion to (I) Terminate the Debtors' Exclusive Periods in Which to File a Plan of Reorganization and Solicit Acceptances

Thereof and (II) Adjourning the Hearing to Approve the Debtors' Disclosure Statement for the Debtors' Joint Plan of Reorganization [Docket No. 615], and the Debtors Motion to Extend Their Exclusive Periods in Which to File a Chapter 11 Plan and Solicit Votes Thereon (Motion to Extend Exclusivity) [Docket No. 655]. Therefore, on November 3, 2009, it was of the utmost importance that the key Paul Hastings attorneys working on these issues, Paul Harner, Michele Cohen, Luke Iovine, and Steven Catlett, communicate extensively with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel at Six Flags and David Preiser, Senior Managing Director, David Hilty, Managing Director, and John Paul Hanson, Director of Houlihan. It was necessary that the primary parties involved in the financing and on-going restructuring negotiations be involved in this conference call. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel in the case. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. On a separate phone call, Mary Weber communicated with local counsel and Six Flags claims and noticing agent, Kurtzman, Carson Consultants LLC (KCC), regarding solicitation procedures and procedural issues related to the filing of the Second Amended Plan and Second Amended Disclosure Statement. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and Christian Auty on the litigation and court-related aspects of the case. G. On November 6, 2009, Paul Harner - PEH2 (950), William Schwitter - WFS (915), Michele Cohen - MJC9 (895), Luke Iovine - LPI (860), Steven Catlett - STC2 (775), and Angelique Crain AMC5 (655) (five Partners and an Associate) participated in numerous conference calls. The total time spent including any preparation time was 32.60 hours for a total fee of $27,584.00. 11/06/09 AMC5 .............; telephone conferences with Akin and client team regarding same (3.5);............... .................; multiple telephone calls and correspondence with SFO noteholders (1.3) and Akin (1.6); ............... ..............; multiple extended telephone conferences and email exchanges with client and working group regarding same (1.9);........... Prepare for and participate in extended plan negotiations, including extended conferences, telephone conferences and correspondence with counsel to SFO noteholders, client 20.0 0 13.6 0 13,100.00

11/06/09

LPI

11,696.00

11/06/09

MJC9

9.80

8,771.00

11/06/09

PEH2

15.3 0

14,535.00

11/06/09

STC2

11/06/09

WFS

and financial advisors regarding amended plan and disclosure statement (8.3);........ Participate in extensive plan negotiations (6.3);........... including multiple communications with client, SFO group and working group regarding same (3.9) ...........; multiple telephone calls, meetings and emails with working group, client and related parties regarding same (5.8)

15.9 0

12,322.50

17.0 0

15,555.00

Response: On November 6, 2009, the Debtors filed their Motion to Authorize Entry into Exit Financing Arrangements and Performance Thereunder in Connection with Their Forthcoming Second Amended Joint Plan of Reorganization (the Exit Financing Motion) [Docket No. 937]. On November 7, 2009, from approximately 2:00 a.m. to 3:00 a.m., the Debtors filed their Second Amended Disclosure Statement [Docket No.943], Second Amended Plan [Docket No. 944] and Motion to Approve (A) the Backstop Commitment Agreement and (B) the Reimbursement of Certain Fees and Expenses Incurred in Connection Thereunder (the Backstop Commitment Motion) [Docket No.945]. Therefore, Paul Harner, William Schwitter, Michele Cohen, and Steven Catlett had extensive extended team communications with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel from Six Flags; David Presiser and David Hilty from Houlihan, attorneys from Akin Gump as counsel to the SFO Noteholders and the SFO Noteholders themselves including individuals from Fidelity Investments and Avenue Capital Management regarding same. It was essential and at the clients request to have the finance and restructuring attorneys involved in these communications as they related to the filing of the Second Amended Plan and Disclosure Statement, filing of the exit financing papers and filing of and continued negotiations regarding the backstop commitment agreement. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel in the case. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights, backstop agreement, long term incentive plan as well as drafting the disclosure statement and plan. H. On November 9, 2009, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (895), Steven Catlett - STC2 (775), and Mary Weber - MTW (515) (three Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 5.60 hours for a total fee of $4,563.00.

11/09/09

MJC9

11/09/09

MTW

11/09/09

PEH2

11/09/09

STC2

Conference call with client regarding plan confirmation strategy issues (1.4);.................. ...............; telephone conference with working group team, Houlihan and client regarding strategy (1.0);............ Prepare for and participate in conference call with client, financial advisors and working group regarding plan confirmation, issues, strategy and timing (1.8);.............. Conference call with client regarding strategy issues for plan confirmation (1.4);.............

6.80

6,086.00

3.00

1,545.00

10.1 0

9,595.00

5.00

3,875.00

Response: On Friday, November 6, 2009, the Debtors filed their Motion to Authorize Entry into Exit Financing Arrangements and Performance Thereunder in Connection with Their Forthcoming Second Amended Joint Plan of Reorganization (the Exit Financing Motion) [Docket No. 937]. And, on Saturday, November 7, 2009, from approximately 2:00 a.m. to 3:00 a.m., the Debtors filed their Second Amended Disclosure Statement [Docket No.943], Second Amended Plan [Docket No. 944] and Motion to Approve (A) the Backstop Commitment Agreement and (B) the Reimbursement of Certain Fees and Expenses Incurred in Connection Thereunder [Docket No.945]. Therefore, on Monday, November 9, 2009, the client requested a conference call regarding the disclosure statement hearing, further negotiations with creditors, and plan confirmation, specifically, the timing regarding emergence from bankruptcy. Paul Harner, Michele Cohen, Steven Catlett, and Mary Weber communicated with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel of Six Flags as well as David Preiser, Senior Managing Director and David Hilty, Managing Director of Houlihan regarding timing and strategy issues. This telephone conference was at the clients request and required the participation of the lead finance attorney and restructuring attorneys involved in these communications as they related to the filing of the Second Amended Plan and Second Amended Disclosure Statement, the exit financing, and the backstop commitment agreement. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel in the case. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with on the litigation and court-related aspects of the case.

Response Exhibit 2 Meetings: A. On October 19, 2009, Paul Harner - PEH2 (950), William Schwitter - WFS (915), Luke Iovine LPI (860), Steven Catlett - STC2 (775), Angelique Crain - AMC5 (655), and Christopher Desiderio CMD5 (585) (four Partners and two Associates) attended a meeting. The total time spent including any preparation time was 25.10 hours for a total fee of $16,956.00. 10/19/09 AMC5 .................; participate in drafting session with J. Speed, J. Coughlin, Houlihan, W. Schwitter and L. Iovine regarding same (3.3);................. Attend meeting regarding amended plan and disclosure statement revisions (3.3);.......... ..............; attend working group drafting session (3.3);........... Prepare for and participate in disclosure statement drafting session (5.6);............... Attend drafting sessions regarding disclosure statement (5.0); review, analyze revised draft disclosure statement to prepare for same (2.7);............. Attend disclosure statement drafting session (1.9);............ 11.5 0 7,532.50

10/19/09

CMD5

4.10

2,398.50

10/19/09 10/19/09

LPI PEH2

7.80 9.40

6,708.00 8,930.00

10/19/09

STC2

8.40

6,510.00

10/19/09

WFS

3.80

3,477.00

Response: For the meeting on October 19, 2009, six Paul Hastings attorneys participated along with individuals from Six Flags and Houlihan. Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel participated from Six Flags along with David Preiser, Senior Managing Director and David Hilty, Managing Director from Houlihan. As Six Flags is headquartered in New York, the client requested that Steven Catlett travel to Paul Hastings New York office in order to participate in the meeting with Paul Harner, William Schwitter, Luke Iovine, Angelique Crain, and Christopher Desiderio. This meeting was an internal drafting session and, as the time descriptions indicate, was in preparation for the November 7, 2009 filing of the Second Amended Plan and Second Amended Disclosure Statement. Therefore, the participation of both the restructuring and finance teams at Paul Hastings was critical in order to review documents, receive input and revise documents with collaboration from the client and Houlihan. Paul Hastings inter-departmental team approach to working on the Second Amended Disclosure Statement and Second Amended Plan addressed a very complex and important need: to cohesively disseminate necessary information to, from and among the attorneys and the client. For this meeting, two Paul Hastings restructuring attorneys and four corporate finance attorneys participated. Paul Harner was the lead bankruptcy attorney responsible for the restructuring.

Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain and Christopher Desidero were the lead associates working on subscription issues, registration rights, backstop agreement, long term incentive plan as well as drafting the disclosure statement and plan. B. On October 26, 2009, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (895), Luke Iovine LPI (860), and Steven Catlett - STC2 (775) (four Partners), attended a meeting. The total time spent including any preparation and non-working travel time was 21.50 hours for a total fee of $18,635.00. 10/25/09 STC2 Travel to New York for meetings with SFO committee (3.5 hrs. billed @ 50%) ....................; attend meeting with SFO informal committee representatives and counsel (2.5);.............. Attendance at meeting with SFO informal committee representatives and their counsel (2.5); attend preparatory meeting and follow-up meeting regarding same (4.0);................. Prepare for and participate in meeting with client, financial advisors and SFO informal committee regarding plan negotiations and exclusivity issues (5.6);.............. Attend meeting with client, Houlihan and SFO committee regarding negotiations over possible revised plan, including related negotiations (4.2); meeting with client to prepare for negotiating session (1.0);............ 1.70 1,317.50

10/26/09

LPI

8.80

7,568.00

10/26/09

MJC9

9.10

8,144.50

10/26/09

PEH2

10.6 0

10,070.00

10/26/09

STC2

11.3 0

8,757.50

For the meeting on October 26, 2009, Mark Shapiro, Chief Executive Officer, Response: Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel from Six Flags, Inc. met with David Preiser, Senior Managing Director, David Hilty, Managing Director, and John Paul Hanson, Director of Houlihan, representatives from Bank of America and JPMorgan Chase Bank, twenty-three representatives of the SFO Noteholders including Akin Gump, Avenue Capital Management, and Fidelity Investments. This meeting was held to negotiate a potential deal between Six Flags and the SFO Noteholders. Therefore, on

October 26, 2009, it was of the utmost importance that the key Paul Hastings attorneys working on these issues, Paul Harner, Michele Cohen, Luke Iovine, and Steven Catlett, were present to counsel and communicate with Jeffrey Speed and James Coughlin of Six Flags and David Preiser, David Hilty, and John Paul Hanson of Houlihan. As Six Flags is headquartered in New York and the majority of the SFO Noteholders were located in New York, the client requested that Steven Catlett travel to the New York office of Paul Hastings in order to participate in the October 26, 2009 meeting. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel in the case. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. C. On November 2, 2009, Paul Harner - PEH2 (950), Michelle Cohen - MJC9 (895), and Steven Catlett - STC2 (775) (three Partners) attended a meeting. The total time spent including any preparation and non-working travel time was 22.60 hours for a total fee of $19,429.00. 11/02/09 STC2 Travel to New York for meeting with SFO informal committee (3.5 hrs. billed @ 50%) Travel from New York to Chicago (3.5 hrs. billed @ 50%) Review documents, correspondence and ancillary materials in preparation for meeting with SFO informal committee (2.2); multiple email exchanges with client regarding strategy for same (1.1) Meeting with client and financial advisors in preparation for meeting with SFO informal committee (0.5); negotiation meetings with client and SFO informal committee (3.4);............ Meetings with client and financial advisors in preparation for SFO noteholders' negotiations (1.0); negotiation meetings with SFO noteholders (5.0);............. Meetings with client and Houlihan to prepare for negotiation session with SFO informal committee (1.0); negotiation sessions with SFO informal committee and client (5.0); 1.70 1,317.50

11/03/09 11/01/09

STC2 MJC9

1.70 3.30

1,317.50 2,953.50

11/02/09

MJC9

4.40

3,938.00

11/02/09

PEH2

9.80

9,310.00

11/02/09

STC2

6.50

5,037.50

Response:

On Friday, November 6, 2009, the Debtors filed their Motion to Authorize Entry

into Exit Financing Arrangements and Performance Thereunder in Connection with Their Forthcoming Second Amended Joint Plan of Reorganization (the Exit Financing Motion) [Docket No. 937]. And, on Saturday, November 7, 2009, from approximately 2:00 a.m. to 3:00 a.m., the Debtors filed their Second Amended Disclosure Statement [Docket No.943], Second Amended Plan [Docket No. 944] and Motion to Approve (A) the Backstop Commitment Agreement and (B) the Reimbursement of Certain Fees and Expenses Incurred in Connection Thereunder [Docket No.945]. The November 2, 2009 meeting was in preparation for filing these four documents. For the meeting on November 2, 2009, Paul Hastings attorneys met and communicated with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel of Six Flags and with David Preiser, Senior Managing Director, David Hilty, Managing Director, and John Paul Hanson, Director of Houlihan regarding advanced negotiations with the SFO Noteholders. A second meeting with this group and the SFO Noteholders was held later in the day on November 2, 2009. The SFO Noteholder representatives present at this meeting were attorneys from Akin Gump and individuals from Avenue Capital Management and Fidelity Investments. This meeting was held to further negotiate the deal between Six Flags and the SFO Noteholders occurring days before Six Flags filed its Second Amended Plan and Disclosure Statement detailing its deal with the SFO Noteholders. Therefore, it was of the utmost importance that the key Paul Hastings attorneys working on these issues, Paul Harner, Michele Cohen, and Steven Catlett were present to counsel and communicate with the client and the financial advisors. As Six Flags is headquartered in New York and the majority of the SFO Noteholders were located in New York, the client requested that Steven Catlett travel to the New York office of Paul Hastings in order to participate in the November 2, 2009 meeting. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel in the case. D. On November 10, 2009, Paul Harner - PEH2 (950), William Schwitter - WFS (915), Michele Cohen - MJC9 (895), Steven Catlett - STC2 (775), Angelique Crain -AMC5 (655), and Christian Auty CMA3 (550) (two Partners and four Associates) attended a meeting. The total time spent including any preparation time was 28.00 hours for a total fee of $22,809.50. 11/10/09 AMC5 ..............; meet with J. Speed, J. Coughlin, Houlihan, Akin and Fried Frank regarding negotiation meeting with multiple creditors groups (1.5); attend meeting with creditor groups (2.0);........... .............; prepare for and attend conference call with P. Harner and S. Catlett regarding plan and disclosure statement strategy (1.8); review reinstatement materials in preparation for conference call regarding same (1.4) 6.00 3,930.00

11/10/09

CMA3

3.70

2,035.00

11/10/09

MJC9

11/10/09

PEH2

11/10/09

STC2

11/10/09

WFS

Attend plan negotiations meetings with client, Creditors' Committee, SFI noteholders advisors to SFO informal committee and advisors to all (5.5); attend preparatory and follow-up meetings with client and working group team regarding same (1.2);............ Prepare for and conference call with working group in preparation for plan negotiations (1.8); participate in extended plan negotiations with client, financial advisors, Creditors' Committee, Akin Gump and related advisors (5.5);............... Meeting with working group team to prepare for creditor meetings and plan supplement (0.6); plan negotiation meetings with multiple creditor constituencies and related client meetings and preparation (5.5);................. Meeting with working group regarding timeline, disclosure statement, objections from Stark Investments (1.2);...........

9.30

8,323.50

10.5 0

9,975.00

6.70

5,192.50

1.50

1,372.50

Response: On November 10, 2009, Paul Hastings attorneys, Paul Harner, William Schwitter, Michele Cohen, Steven Catlett, Christian Auty, and Angelique Crain along with individuals from Six Flags including Mark Shapiro, the Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel, Danielle Bernthal, Assistant General Counsel and William Thomas, Director of Corporate Finance and Treasury, and professionals from Houlihan including David Preiser, Senior Managing Director, David Hilty, Managing Director and John Paul Hanson, Director participated in meetings with parties representing the Official Committee of Unsecured Creditors (the Creditors Committee), Brown Rudnick and Peter J. Solomon both as counsel to the Creditors Committee, Stark Investments, Akin Gump as counsel to Stark Investments and the SFO Noteholders, SFI Noteholders, White & Case as counsel to the SFI Noteholders, the Bank of New York, Latham & Watkins as counsel to the Bank of New York, HSBC, Thompson Hines as counsel to HSBC, Fried, Frank, Harris, Shriver & Jacobson LLP as counsel to Fidelity Investments, and individuals of the Creditors Committee from Esopus and Schottenfeld Associates. This meeting was held after Six Flags filed its Second Amended Plan and Disclosure Statement detailing the deal between Six Flags and the SFO Noteholders. This meeting was to negotiate with all creditor constituencies in an effort to reach a consensual deal and avoid prolonged litigation related to the confirmation hearing. Representatives from the Creditors Committee, SFO Noteholders, and SFI Noteholders participated in the meeting. It was essential

that the key Paul Hastings attorneys working on these issues, Paul Harner, William Schwitter, Michele Cohen, and Steven Catlett were present to counsel and communicate with the client and the financial advisors. As Six Flags is headquartered in New York and the majority of the SFO Noteholders were located in New York, the client requested that Steven Catlett travel to the New York office of Paul Hastings in order to participate in the November 10, 2009 meeting. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel in the case. Angelique Crain was the senior associate working on the subscription issues, registration rights, backstop agreement, long term incentive plan as well as drafting the disclosure statement and plan, was present at the meeting and provided information regarding the financing to William Schwitter and Michele Cohen. Christian Auty participated telephonically and provided necessary information to Paul Harner and Steven Catlett. Christian Autys participation was critical as he was the lead associates responsible for the daily case administration and restructuring and also worked directly with on the litigation and courtrelated aspects of the case.

Response Exhibit 3

Hearings: A. On November 13, 2009, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (895), Luke Iovine LPI (860), Steven Catlett - STC2 (775), and Christian Auty - CMA3 (550) (four Partners and an Associate) attended a court hearing. The total time spent including any preparation time was 13.50 hours for a total fee of $10,525.50. 11/13/09 CMA3 Prepare for and attend court hearing regarding SFO noteholder motion to adjourn hearing (4.3);............... Participate in emergency telephonic court hearing (1.0) Attendance at emergency hearing (1.0) and preparation for same (0.9) Prepare for and participate in telephonic hearing regarding SFI noteholder's motion to adjourn disclosure statement hearing (4.1) Attend hearing on emergency motion to continue disclosure statement (1.0); prepare for hearing (1.2);............. 5.00 2,750.00

11/13/09 11/13/09 11/13/09

LPI MJC9 PEH2

1.00 1.90 4.10

860.00 1,700.50 3,895.00

11/13/09

STC2

2.60

2,015.00

Response: On November 12, 2009, the Debtors filed an Amended Notice of Hearing to Consider Approval of Disclosure Statement for Debtors' Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code to reschedule the hearing until November 20, 2009 [Docket No. 982] and the SFI Noteholders filed their Emergency Motion to Approve Adjourning Hearing to Consider Approval of (I) The Disclosure Statement for Debtors' Second Amended Joint Plan of Reorganization, (II) Motion of the Debtors to Approval Exit Financing Arrangements, and (III) Motion of the Debtors to Approve a Backstop Commitment Docket No. 984]. On November 13, 2009, the Court entered the Order Granting Emergency Motion of SFI Noteholders for Emergency Hearing and to Shorten Notice with Respect to the Emergency Motion of SFI Noteholders to Adjourn Hearing to Consider Approval of Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization [Docket No. 987], which scheduled a telephonic hearing for 1:45 p.m. (Eastern time) that same day. In connection with that, the SFI Noteholders then filed their Emergency Notice of Hearing via Telephone on Emergency Motion of SFI Noteholders to Adjourn Hearing to Consider Approval of (I) the Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization, (II) Motion of the Debtors to Approve Exit Financing Arrangements, and (III) Motion of the Debtors to Approve Backstop Commitment [Docket No. 984] on November 13, 2009, as well. Participants on behalf of Six Flags included Jeffrey Speed, Executive Vice President and

Chief Financial Officer and James Coughlin, General Counsel, as well as David Preiser, Senior Managing Director and David Hilty, Managing Director from Houlihan. As there were substantial issues to be considered at this emergency hearing, the Paul Hastings attorneys that participated in this telephonic hearing all had key roles and specific knowledge that was extremely important to the matters being discussed at the hearing. At the clients request, Steven Catlett and Michele Cohen traveled to Delaware for the hearing and Paul Harner, Luke Iovine, and Christian Auty participated telephonically. During the hearing, Steven Catlett was responsible for the court presentation. Michele Cohen assisted Steven Catlett during the hearing as Six Flags lead corporate finance attorney possessing expertise with the salient features of the credit agreement and the exit financing related to the Second Amended Plan. In addition, Paul Harner, Luke Iovine, and Christian Auty participated telephonically. It was necessary to have them participate telephonically as Paul Harner was the lead bankruptcy attorney responsible for the restructuring, Luke Iovine as the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan, and Christian Auty was the senior associate not only responsible for the daily case administration and restructuring, but also worked directly with these partners on the litigation and court-related aspects of the case. B. On December 4, 7, 8 and 11, 2009, Paul Harner - PEH2 (950), Angelique Crain - AMC5 (655), Christian Auty - CMA3 (550), Mary Weber - MTW (515) and Daniel Simon - DMS5 (425) (a Partner and four Associates) attended the disclosure hearing. The total time spent including any preparation and non-working travel time was 332.20 hours for a total fee of $210,802.50. 12/01/09 Strategize with working group team regarding hearing preparation (1.4);............; prepare for disclosure statement hearing (5.5) PEH2 Strategize with working group regarding hearing preparation (1.4) MTW Prepare for exclusivity and disclosure statement hearing including review and compiling documents, binders, exhibits and related materials and coordination of same (8.9) and multiple conferences, telephone conferences and correspondence with client, financial investors and working group regarding same, litigation strategy and hearing preparations (4.6) CMA3 Multiple communications with working group regarding case strategy and disclosure statement hearing (0.8); communicate with P. Harner regarding case and hearing presentation strategy (3.1) DMS5 Prepare for disclosure statement hearing, including multiple conferences with P. Harner, C. Auty and M. Weber regarding litigation strategy (4.2); multiple conferences with M. Stefanelli, J. Goggins, C. Curtin and E. Lee regarding exhibit MTW 7.50 3,862.50

12/01/09 12/02/09

1.40 13.50

1,330.00 6,952.50

12/03/09

3.90

2,145.00

12/03/09

17.80

7,565.00

12/03/09

MTW

12/03/09 12/04/09

PEH2 AMC5

12/04/09

CMA3

12/04/09

DMS5

12/04/09 12/04/09 12/05/09 12/06/09

MTW PEH2 PEH2 CMA3

12/06/09

DMS5

12/06/09 12/06/09 12/07/09 12/07/09

MTW PEH2 AMC5 CMA3

binders (2.8); review same (3.5); prepare timeline of communications (4.1);........... Prepare for exclusivity and disclosure statement hearing, including multiple conferences with P. Harner, C. Auty and D. Simon regarding hearing preparations and strategy (5.3) and review and compiling of documents, binders, exhibits, related materials and coordination of same (9.5) Meet with C. Auty regarding hearing presentation and strategy (3.1); prepare for hearing (8.4) Prepare for and attend hearing on motions to terminate exclusivity, approval of exit facility financing and approve disclosure statement (10.1) Prepare for and attend disclosure statement hearing (9.5); multiple conferences with Houlihan and client regarding same (0.7); communicate with P. Harner regarding strategy (1.0) Prepare for hearing, including multiple conferences with client and financial advisor teams regarding hearing strategy (3.2) and preparing pleadings and related documents for trial (4.0); attend disclosure statement hearing (7.0) Prepare for and attend hearing (16.0) Meet with C. Auty regarding hearing strategy (1.0); prepare for and attend hearing (11.7) Prepare for hearing (3.2) Prepare for hearing regarding termination of exclusivity (0.4); communicate with P. Harner regarding strategy for same (1.9); review multiple SFI noteholder filings and discovery regarding same (0.5) Prepare for disclosure statement hearing, including review and preparation of SFI exhibit binders (2.2), preparing summary of same (2.2) and preparing select trial documents to assist P. Harner at hearing (2.1) Prepare for disclosure statement hearing (3.7) Communicate with C. Auty regarding hearing strategy (1.9); prepare for hearing (7.0) Attend hearings in bankruptcy court (8.5); prepare disclosure statement (0.8) Prepare for and attend court hearing regarding exclusivity and disclosure statement matters (9.5); multiple conferences with working group, Houlihan and client regarding same (0.4)

14.80

7,622.00

11.50 10.10

10,925.0 0 6,615.50

11.20

6,160.00

14.20

6,035.00

16.00 12.70 3.20 2.80

8,240.00 12,065.0 0 3,040.00 1,540.00

6.50

2,762.50

3.70 8.90 9.30 9.90

1,905.50 8,455.00 6,091.50 5,445.00

12/07/09

DMS5

12/07/09 12/07/09 12/08/09 12/08/09

MTW PEH2

Prepare for and attend disclosure statement hearing (10.0); multiple conferences with client, working group and financial advisor regarding litigation strategy (2.8); further prepare documents for trial (1.2) Prepare for and attend hearing (10.0) Prepare for and participate in hearing (14.1)

14.00

5,950.00

10.00 14.10 8.00 10.30

12/08/09 12/08/09

12/10/09

12/10/09 12/10/09 12/11/09 12/11/09 12/11/09 12/11/09 12/11/09 12/03/09 12/03/09 12/03/09

AMC5 Attend court hearings in Delaware (8.0) CMA3 Prepare for and attend court hearing on disclosure statement issues (9.0); multiple conferences with P. Harner and client regarding same (0.8);............... MTW Prepare for and attend hearing (7.7) PEH2 Prepare for and participate in hearing (13.2); multiple conferences with C. Auty and client regarding hearing (0.8) CMA3 Conference call with local counsel working group regarding preparations for Friday hearing and disclosure statement (0.7); prepare for Friday hearing and review discovery from SFI noteholders (1.0); multiple communications with P. Harner and S. Catlett regarding same (0.8) DMS5 Conference call with local counsel regarding solicitation procedures hearing preparation (0.4) PEH2 Prepare for hearing (13.9) AMC5 ...........; attend telephonic court hearing (3.0) CMA3 Prepare for and attend hearing regarding disclosure statement (5.4) DMS5 Prepare for and attend telephonic disclosure statement hearing (2.2) MTW Prepare for (1.1) and attend telephonic hearing regarding disclosure statement (2.8) PEH2 Prepare for and participate in hearing CMA3 Travel from New York City to Delaware (2.5 hrs. billed @ 50%) DMS5 Travel to Delaware for disclosure statement hearing (2.2 hrs. billed @ 50%) MTW Travel from New York City to local counsel's office in Wilmington, Delaware (1.8 hrs. billed @ 50%) AMC5 Travel from Wilmington, Delaware to Stamford, CT after hearing (4.1 hrs. billed @ 50%) CMA3 Travel to Chicago (4.0 hrs. billed @ 50%) DMS5 Travel to Chicago (3.7 hrs. billed @ 50%)

5,150.00 13,395.0 0 5,240.00 5,665.00

7.70 14.00

3,965.50 13,300.0 0 1,375.00

2.50

0.40 13.90 3.30 5.40 2.20 3.90 8.90 1.20 1.10 0.90

170.00 13,205.0 0 2,161.50 2,970.00 935.00 2,008.50 8,455.00 660.00 467.50 463.50

12/04/09 12/04/09 12/04/09

2.00 2.00 1.80

1,310.00 1,100.00 765.00

12/04/09 12/06/09 12/06/09 12/06/09 12/07/09 12/08/09 12/08/09 12/08/09 12/08/09 12/10/09 12/11/09 12/11/09

MTW CMA3 DMS5 MTW CMA3 AMC5 CMA3 DMS5 MTW CMA3 CMA3 PEH2

12/08/09

DMS5

Travel to Chicago from Delaware (3.5 hrs. billed @ 50%) Travel to Delaware (3.5 hrs. billed @ 50%) Travel to Delaware for disclosure statement hearing (3.7 hrs. billed @ 50%) Travel to Delaware for hearing (4.0 hrs. billed @ 50%) Travel to New York City (1.7 hrs. billed @ 50%) Travel to Stamford, CT from Wilmington, Delaware (4.0 hrs. billed @ 50%) Travel to New York City (2.1 hrs. billed @ 50%) Travel to Chicago (3.3 hrs. billed @ 50%) Travel from Delaware to Philadelphia and Chicago (9.3 hrs. billed @ 50%) Travel to Delaware (2.0 hrs. billed @ 50%) Travel to Chicago (4.1 hrs. billed @ 50%) Return travel from Wilmington following disclosure statement hearing (2.3 hrs. billed @ 50%) Prepare for and attend disclosure statement hearing (9.0)

1.70 1.70 1.80 2.00 0.80 2.00 1.00 1.60 4.60 1.00 2.00 1.10

875.50 935.00 765.00 1,030.00 440.00 1,310.00 550.00 680.00 2,369.00 550.00 1,100.00 1,045.00

9.00

3,825.00

Response: On December 4, 2009, the court scheduled a hearing on exclusivity, approval of the Six Flags exit financing and backstop commitment agreement, adequacy of the disclosure statement, approval of solicitation procedures, and approval of Six Flags new office lease. This hearing was then continued on December 7, 2009, December 8, 2009 and December 11, 2009. The week before the disclosure statement hearings, the Paul Hastings attorneys prepared extensively for the four-day hearing including drafting various responsive pleadings, engaging in negotiations with all creditors, and preparing arguments to approve the exit financing, backstop commitment agreement, disclosure statement and plan. As background, on December 3, 2009 the Debtors filed their Third Amended Plan [Docket No. 1116] and Third Amended Disclosure Statement [Docket No. 1117] and their Response to the SFI Noteholders (I) Emergency Motion for an Order Terminating the Debtors' Exclusive Periods in Which to File a Chapter 11 Plan and Solicit Votes Thereon; and (II) Objection to the Debtors' Motion to Extend Their Exclusive Periods in Which to File a Chapter 11 Plan and Solicit Votes (SFI Noteholders Emergency Motion to Terminate Exclusivity)[Docket No. 1109]. On December 4, 2009, the Debtor filed their Emergency Motion to File Under Seal Those Certain Confidential Fee Letters by and Between the Debtors and Certain of Their Lenders and for a Protective Order With Respect Thereto [Docket No. 1124]. A hearing scheduled for December 4, 2009, covered the Debtors Motion to Extend Exclusivity [Docket No. 655], the Debtor Exit Financing Motion [Docket No. 937], the Second Amended Disclosure Statement [Docket No. 943] and Second Amended Plan [Docket No. 944], the Debtors Backstop Commitment Motion [Docket No. 945], the Debtors Motion to Amend Solicitation Procedures [Docket No. 1021] and SFI Noteholders Emergency Motion to Terminate Exclusivity [Docket No. 1079]. For the December 4, 7, and 8 hearings, Paul Harner, Angelique Crain, Christian Auty, Mary Weber, and Daniel Simon appeared in person. On December 11, 2009, Paul Harner and Christian

Auty appeared in person and Angelique Crain, Mary Weber, and Daniel Simon appeared telephonically. The client requested their appearance at the hearings due to the highly contested nature of the proceedings including the relief sought in the Motion to Extend Exclusivity [Docket No. 655], the Debtor Exit Financing Motion [Docket No. 937], the Second Amended Disclosure Statement [Docket No. 943] and Second Amended Plan [Docket No. 944], the Debtors Backstop Commitment Motion [Docket No. 945], the Debtors Motion to Amend Solicitation Procedures [Docket No. 1021]. On December 4, 2009, Christian Auty first addressed the court on the status of the continued and uncontested matters. Christian Auty, was the associate not only responsible for the daily case administration and restructuring, but he also worked directly with partners on the litigation and court-related aspects of the case. Next, Paul Harner addressed the court regarding the exclusivity pleadings including the Motion to Extend Exclusivity [Docket No. 655]. Paul Harner advised the court on this issue and conducted a direct examination of Jeffrey Speed, Executive Vice President and Chief Financial Officer of Six Flags with respect to extending exclusivity. At the end of the day, Judge Sontchi extended the hearing until December 7. During the hearing, Christian Auty, Angelique Crain, Mary Weber, and Daniel Simon assisted and provided information as needed to Paul Harner. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and on the litigation and court-related aspects of the case. Christian Auty, Mary Weber, and Daniel Simon further assisted the hearing team by preparing all relevant motions and orders and maintaining all necessary documents to be used during the exclusivity hearing. On December 7, 2009, Paul Harner, counsel for the Creditors Committee, counsel for the SFI Noteholders, counsel for the SFO Noteholders, and counsel for the prepetition lenders all made closing arguments regarding the debtors exclusivity. The hearing then proceeding to consider approval of the Debtor Exit Financing Motion [Docket No. 937] and the Debtors Backstop Commitment Motion [Docket No. 945]. Paul Harner conducted a further examination of Jeffrey Speed related to these documents and made a closing argument. During the hearing, Christian Auty, Angelique Crain, Mary Weber, and Daniel Simon assisted and provided information as needed to Paul Harner. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and on the litigation and court-related aspects of the case. Christian Auty, Mary Weber, and Daniel Simon further assisted the hearing team by preparing all relevant motions and orders and maintaining all necessary documents to be used during the exclusivity hearing and approval of the exit financing commitments and backstop commitment agreement. The court continued the hearing again to December 8, 2009. On December 8, 2009, Paul Harner presented argument with respect to approval of the Debtor Exit Financing Motion [Docket No. 937], the Second Amended Disclosure Statement [Docket No. 943] and Second Amended Plan [Docket No. 944], the Debtors Backstop Commitment Motion [Docket No. 945]. Next, Christian Auty presented the Debtors Motion to Amend Solicitation Procedures [Docket No. 1021]. At the clients request, Angelique Crain,

Christian Auty, Mary Weber and Daniel Simon further assisted the hearing team by preparing all relevant motions and orders and maintaining all necessary documents to be used during the hearing on the approval of the exit financing commitments and backstop commitment agreement, approval of the solicitation procedures. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and on the litigation and court-related aspects of the case. Christian Auty, Mary Weber, and Daniel Simon further assisted the hearing team by preparing all relevant motions and orders and maintaining all necessary documents to be used during the exclusivity hearing and approval of the exit financing commitments and backstop commitment agreement. The court continued the hearing again to December 8, 2009. On December 11, 2009, Paul Harner and Christian Auty appeared on behalf of Six Flags. The hearing further considered the Debtor Exit Financing Motion [Docket No. 937], the Second Amended Disclosure Statement [Docket No. 943] and Second Amended Plan [Docket No. 944], the Debtors Backstop Commitment Motion [Docket No. 945], the Debtors Motion to Amend Solicitation Procedures [Docket No. 1021]. The hearing also included argument on the SFI Noteholders (I) Emergency Motion to Reopen the Record in Connection with Approval of the Debtors Disclosure Statement and (II) Supplemental Objection to the Debtors Proposed Scheduling in Connection with Confirmation of the Debtors Proposed Plan and Related Proceedings [Docket No. 1170] filed at 2:29 a.m. on December 11, 2009. Paul Harner and Christian Auty attended this hearing in Delaware at the clients request. During the hearing, Paul Harner was responsible for the court presentation. Christian Auty assisted and provided information as needed to Paul Harner. Christian Auty was responsible for the daily restructuring case administration and assisted the hearing team by preparing all relevant motions and orders and maintaining all necessary documents to be used during the hearing. Since this hearing was extended to a fourth day and due to other client obligations, Angelique Crain, Mary Weber and Daniel Simon participated telephonically in order to further assist the hearing team. It was necessary that these three attorneys participate telephonically due to their knowledge of the disclosure statement and plan as members of the hearing team. Christian Auty, Mary Weber and Daniel Simon were members of the confirmation trial team and it was also important that they participated in the hearing as the court advised the parties with respect to the trial schedule.

C. On December 16, 2009, Paul Harner - PEH2 (950), Steven Catlett - STC2 (775) and Christian Auty - CMA3 (550) (two Partners and an Associate) attended a telephonic hearing. The total time spent including any preparation time was 2.70 hours for a total fee of $2,047.50. 12/16/09 CMA3 Prepare for and attend telephonic hearing regarding ACE insurance motion (0.9) Prepare for and attend telephonic hearing regarding ACE insurance motion (0.9) 0.90 495.00

12/16/09

PEH2

0.90

855.00

Prepare for and attend telephonic 0.90 697.50 hearing regarding insurance motion (0.9) Response: On December 16, 2009, the court held a hearing on the Motion of the Debtors and Debtors in Possession for an Order (I) Authorizing Assumption of the ACE Prepetition Insurance Program and (II) Authorizing the Debtors to Enter Into the ACE Postpetition Insurance Program [Docket No. 1160.] Paul Harner, Steven Catlett, and Christian Auty appeared telephonically to advise the court on matters related to ACE Insurances insurance program. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Paul Harner and Christian Auty negotiated directly with representatives of ACE Insurance throughout the restructuring. Therefore, they both had direct knowledge and it was necessary to have both appear telephonically. At the clients request, Steven Catlett also appeared telephonically as the lead litigation attorney responsible for the court-related aspects of the restructuring. During the hearing, Christian Auty assisted and provided information as needed to Steven Catlett and Paul Harner. Christian Auty was the associate not only responsible for the daily case administration and restructuring, but also worked directly with these partners on the litigation and court-related aspects of the case. D. On December 18, 2009, Paul Harner - PEH2 (820), Steven Catlett - STC2 (775), Christian Auty - CMA3 (550), Mary Weber - MTW (515) and Michael Stefanelli - MS30 (475) (two Partners and three Associates) attended a hearing. The total time spent including any preparation and non-working travel time was 34.40 hours for a total fee of $24,554.50. 12/17/09 12/17/09 12/18/09 MTW STC2 CMA3 Communicate with local counsel regarding hearing preparation (0.1) Prepare for omnibus hearing and discovery objections (2.9) Communicate with S. Catlett and prepare for omnibus hearing and discovery objections (2.6);..............; prepare for and attend court hearing (1.9);........ Attend objection hearing (1.0) Prepare for hearing on discovery and omnibus matters (2.9); communicate with C. Auty regarding same (0.3); participate telephonically in court hearing (1.5) Prepare for and attend hearing (7.1);......... Prepare for and attend court hearing, including reviewing documents, related materials and discovery objections (3.9); multiple conferences with P. Harner and C. Auty regarding discovery strategy and hearing (1.7); prepare for and attend court hearing 0.10 2.90 7.00 51.50 2,247.50 3,850.00

12/16/09

STC2

12/18/09 12/18/09

MS30 MTW

1.00 4.70

475.00 2,420.50

12/18/09 12/18/09

PEH2 STC2

8.20 7.10

7,790.00 5,502.50

12/18/09 12/18/09 12/18/09 12/18/09

CMA3 CMA3 STC2 STC2

(1.5) Travel to Delaware (3.7 hrs. billed @ 50%) Travel to Chicago (3.5 hrs. billed @ 50%) Travel to Delaware (3.7 hrs. billed @ 50%) Travel to Chicago (3.5 hrs. billed @ 50%)

1.80 1.70 1.80 1.70

990.00 935.00 1,395.00 1,317.50

Response: The hearing on December 18, 2009 was on several contested matters including the Debtors Motion to Compel Assumption of Executory Contract by Los Angeles County, Sheriffs Department [Docket No. 979] and Motion of the Debtors for Authorization to Enter into a Lease with Respect to Office Space [Docket No. 1009] (this was continued from the December 4, 2009 hearing). During the hearing, Steven Catlett was responsible for the court presentation. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. During the hearing, Paul Harner and Christian Auty assisted and provided information as needed to Steven Catlett. Christian Auty, was the associate not only responsible for the daily case administration and restructuring, but also worked directly with these partners on the litigation and court-related aspects of the case. This hearing also dealt with the redaction of the four day disclosures statement hearing on December 4, 7, 8, and 11, 2009 as they included confidential information related to the fee structure of the exit commitment financing documents. Paul Harner was responsible for the court presentation with regard to this issue. The hearing also included an extended discovery conference on the Debtors Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1116] with presentations by the Creditors Committee, the SFI Noteholders, the SFO Noteholders, and the Debtors related to the following propounded discovery requests: Discovery Propounded on November 12, 2009 A (1) SFI Noteholders First Request for the Production of Documents to the Debtors (2) SFI Noteholders Notice of Depositions to Debtors (3) SFI Noteholders Subpoena to Houlihan Lokey (4) SFI Noteholders Subpoena to David Hilty B (1) White & Case, as counsel to the SFI Noteholders, letter to Akin Gump, as counsel to the SFO Noteholders, regarding document requests and a notice of deposition (2) SFI Noteholders First Request for the Production of Documents to SFO Noteholders (3) SFI Noteholders Notice of 30(B)(6) Deposition to SFO Noteholders Discovery Propounded on November 19, 2009 C White & Case Letter to Paul Hastings regarding electronic discovery protocol Discovery Propounded on December 10, 2009 D (1) SFI Noteholders Amended First Request for the Production of Documents to the Debtors (2) SFI Noteholders Amended Notice of Depositions to Debtors (3) SFI Noteholders Amended Subpoena to David Hilty (4) SFI Noteholders Subpoena to David Preiser (5) SFI Noteholders Subpoena to John-Paul Hanson

(6) SFI Noteholders Amended Subpoena to Houlihan Lokey Discovery Propounded on December 15, 2009 E (1) SFI Noteholders First Set of Interrogatories to the Debtors (2) J. Christopher Shore Letter to Paul Harner, Steve Catlett and Dennis J. Block regarding Houlihan Lokey, David Hilty, David Preiser and John Paul Hanson Subpoenas and Third Party Subpoenas (3) SFI Noteholders Subpoena to Macquarie Capital (USA) Inc. (4) SFI Noteholders Subpoena to Sam Zell (5) SFI Noteholders Subpoena to Midocean Partners (6) Amended Electronic E. Discovery Protocol F SFI Noteholders First Set of Interrogatories to SFO Noteholders G (1) Debtors and Debtors in Possession and the Informal Committee of SFO Noteholders First Set of Requests for Production of Documents to the SFI Noteholders (2) Debtors and Debtors in Possession and the Informal Committee of SFO Noteholders First Set of Interrogatories to the SFI Noteholders (3) Debtors and Debtors in Possession and the Informal Committee of SFO Noteholders First Set of Requests for Production of Documents to The Official Committee of Unsecured Creditors H (1) The Official Committee of Unsecured Creditors Request to the Debtors for Production of Documents (2) The Official Committee of Unsecured Creditors Subpoena to Houlihan Lokey (3) The Official Committee of Unsecured Creditors Subpoena to JP Morgan Chase Bank, N.A. (4) The Official Committee of Unsecured Creditors Subpoena to Beach Point Capital (5) The Official Committee of Unsecured Creditors Subpoena to Davidson Kempner Capital Management LLC (6) The Official Committee of Unsecured Creditors Subpoena to Eaton Vance Management (7) The Official Committee of Unsecured Creditors Subpoena to Sankaty Advisors LLC (8) The Official Committee of Unsecured Creditors Subpoena to Taconic Capital Advisors (9) The Official Committee of Unsecured Creditors Subpoena to Silver Point, L.P. (10) The Official Committee of Unsecured Creditors Subpoena to Robert F. Masella at Merrill Lynch, Pierce, Fenner & Smith (11) The Official Committee of Unsecured Creditors Subpoena to Whitebox Advisors, LLC I (1) The Official Committee of Unsecured Creditors First Request to the SFO Noteholders Committee for Production of Documents (2) The Official Committee of Unsecured Creditors Subpoena to Fidelity Management & Research Co. (3) The Official Committee of Unsecured Creditors Subpoena to Barclays Capital, Inc. (4) The Official Committee of Unsecured Creditors Subpoena to Third Point, LLC (5) The Official Committee of Unsecured Creditors Subpoena to Hayman Advisors, LP (6) The Official Committee of Unsecured Creditors Subpoena to Avenue Capital Management (7) The Official Committee of Unsecured Creditors Subpoena to J.P. Morgan Investment Management Inc. (8) The Official Committee of Unsecured Creditors Subpoena to The Blackstone Group

JP Morgan Chase Bank, N.A.s First Request for Production of Documents to Members of the AD HOC Committee of SFI Noteholders

Each member of this team had very specific roles in responding to the discovery propounded by the Creditors Committee and the SFI Noteholders to Six Flags and Houlihan and, therefore, their discrete expertise was necessary at the discovery conference. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and, along with Christian Auty, traveled to Delaware to attend this court hearing at the clients request. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. During the hearing, Christian Auty assisted and provided information as needed to Steven Catlett and Paul Harner. Christian Auty, was the associate not only responsible for the daily case administration and restructuring, but also worked directly with these partners on the litigation and court-related aspects of the case. Mary Weber and Michael Stefanelli participated telephonically. It was necessary to have them participate telephonically as Mary Weber, along with Christian Auty, was the associate not only responsible for the daily case administration and restructuring, but also worked directly with Steven Catlett and Paul Harner on the litigation and court-related aspects of the case. Michael Stefanelli assisted Christian Auty and Mary Weber as a member of the litigation team helping draft and respond to the discovery requests.

Response Exhibit 4 9/30/2009 PHJW Lodging - Steven Catlett, 07/22/09, Hotel: Omni 638.00 Hotel, New York for one night for discovery regarding cash collateral Room Rate $319.00 for 2 Nights Lodging - Steven Catlett, 09/08-11/09, Hotel: The 1,050. Michelangelo Hotel, New York for 2 nights for meetings 00 Room Rate $525.00 for 2 Nights Lodging - Ericka Foster, 10/26-27/09, Hotel: The 426.63 Benjamin Hotel (New York) for one night, including taxes Room Rate $367.00 for 1 Night Internet Fee Charge $13.95 NYC OCC Tax 5.875% $21.56 State Taxes 8.875% $32.57 NYS Dev Tax $1.50 Occupancy Tax $4.00 Lodging - Christian Auty, 11/02-03/09, Hotel: Omni 479.00 Hotel (New York) for one night Room Rate $479.00 for 1 Night Mary Weber, 11/02/09, Hotel: Omni Hotel, New 553.15 York, Check-in date: 11/02/09; Check-out date: 11/03/2009 Room Rate $479.00 for 1 Night City Tax 5.875% $28.14 OCC Tax/Javits Ctr Expansion $3.50 Sales Tax 8.875% $42.51 D. Simon, Hotel: Jumeirah Essex House; Check-in 1,625. date: 11/30/09; Check-out date: 12/02/09; For two 01 nights including taxes Nightly Rate $469.00 Sales Tax 8.875% $41.62 a night City Occ Tax 5.875% $27.55 a night City Occ Tax per room $2.00 a night Conv CTR Tax $1.50 a night S. Catlett, Hotel: Omni Berkshire Place Hotel, New 968.62 York, Check-in date: 12/04/09; Check-out date: 12/06/09; For two nights including taxes Room Rate $419.00 for 2 Nights City Tax 5.875% $24.62 per Night OCC Tax/Javits Ctr Expansion $3.50 per Night Sales Tax 8.875% $37.19 per Night S. Catlett, 10/19-20/09; Hotel: Omni Berkshire Place 509.25 Hotel, New York, Check-in date: 10/19/09; Check-out date: 10/20/09; For one night including taxes

9/30/2009

PHJW

10/31/2009

PHJW

10/31/2009

PHJW

11/10/2009

PHJW Lodgin g

12/10/2009

PHJW Lodgin g

12/14/2009

PHJW Lodgin g

12/14/2009

PHJW Lodgin g

12/14/2009

PHJW Lodgin g

12/14/2009

PHJW Lodgin g

12/14/2009

PHJW Lodgin g

Room Rate $439.00 for 1 Night City Tax 5.875% $25.79 OCC Tax/Javits Ctr Expansion $5.50 Sales Tax 8.875% $38.96 S. Catlett, Hotel: Omni Berkshire Place Hotel; Check-in date: 11/01/09; Check-out date: 11/03/09 Room Rate $449.00 for 2 Nights City Tax 5.875% $26.38 per Night OCC Tax/Javits Ctr Expansion $3.50 per Night Sales Tax 8.875% $39.85 per Night S. Catlett, 11/09/09, Hotel: Omni Berkshire Place Hotel, New York, Check-in date: 11/09/09; Check-out date: 11/11/09 Room Rate $449.00 for 2 Nights City Tax 5.875% $26.38 per Night OCC Tax/Javits Ctr Expansion $3.50 per Night Sales Tax 8.875% $39.85 per Night M. Weber, 12/07/09, Hotel: Waldorf; Check-in date: 11/30/09; Check-out date: 12/03/09 Room Rate $449.00 for 3 Nights City Tax 5.875% $26.38 per Night OCC Tax/Javits Ctr Expansion $3.50 per Night Sales Tax 8.875% $39.85 per Night

1,037. 46

1,037. 46

1,556. 19

Paul Hastings has provided additional information as to the nightly room rate and Response: taxes. It is important to note that the nature of work and late schedule prevented advance planning and limited available hotel options at locations reasonably convenient to and accessible from the working locations.

Response Exhibit 5 9/30/2009 Taxi/Ground Transportation - Steven Catlett, 08/12/09, From/To: Airport/Hotel, Taxi from PHL airport to hotel in Wilmington, DE for court hearing Taxi/Ground Transportation - Steven Catlett, 08/19/09, From/To: Airport/Office, Taxi from New York LGA airport to Park Avenue Tower office for Creditors' Committee meeting PEH2 Taxi/Ground Transportation - Chicago A1 Limousine Service Inv. #1099, 12/10/09, S. Catlett for 10/01/09 trip from O'Hare Airport to Paul Hastings Chicago office; 10/04/09 trip from home to O'Hare; 10/06/09 trip from home to O'Hare; 10/07/09 trip from Paul Hastings Chicago office to O'Hare and 10/08/09 trip from O'Hare to home [$68.00 per trip] Taxi - C. Auty, 12/18/09, From/To: Airport/Court, Travel from PHL airport to court [Car Service from Philadelphia Airport to Bankruptcy Court, Wilmington, Delaware] Taxi - S. Catlett, 10/20/09, From/To: Hotel/LGA; Car service from Omni Berkshire Place Hotel to New York LGA Taxi - S. Catlett, 10/25/09, From/To: LGA/Hotel; Car service from New York LGA to Omni Berkshire Place Hotel Taxi - S. Catlett, 11/09/09, From/To: LGA/Hotel; Car service from New York LGA to Omni Berkshire Place Hotel Taxi - S. Catlett, 11/11/09, From/To: Hotel/LGA; Car service from Omni Berkshire Place Hotel to New York LGA VITAL Trans. Inv. #0120343 dated 11/24/09 Ticket 1464337, 11/20/09 LGA Passenger: P. Harner, Car service from Paul Hastings New York office to LGA VITAL Trans. Inv. #0120821 dated 12/08/09, Ticket 1526680, 11/30/09 M 75 E 55 ST 10022 Passenger: D. Simon, Car service from LGA to Paul Hastings New York office Taxi - S. Catlett, 10/06/09, From/To: Hotel/LGA; Car service from Omni Berkshire Hotel to LaGuardia Airport in New York Taxi - S. Catlett, 10/04/09, From/To: LGA/Hotel; Car service from LaGuardia Airport to Omni Berkshire Hotel, New York Taxi - S. Catlett, 10/07/09, From/To: PHL/Hotel; Car service from Philadelphia airport to Hotel Dupont in Wilmington, DE [Car service from Philadelphia Airport to Hotel DuPont, Wilmington, Delaware] 110.30

9/30/2009

144.96

12/23/2009

408.00

12/28/2009

103.10

12/14/2009 12/14/2009 12/14/2009 12/14/2009 11/20/2009

144.33 144.33 144.33 144.33 74.94

11/30/2009

78.04

12/14/2009 12/14/2009 12/14/2009

144.96 144.96 91.10

Response: Paul Hastings agrees with the Fee Auditor that for most of the professionals abovelisted ground transportation expenses, the use of taxis rather than car services would have been more cost efficient. However, the car services used by Steven Catlett and Christian Auty on October 7, 2009 and December 18, 2009, respectively, for trips made from the Philadelphia airport to Wilmington, Delaware were deemed to be the most expeditious mode of transportation on those two occasions.

Response Exhibit 6

Conference Calls: A. On February 3, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Jon Geier - JAG5 (775), and Christian Auty - CMA3 (565) (four Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 10.60 hours for a total fee of $8,076.00. 02/03/10 CMA3 Prepare for and attend conference call with litigation team and Houlihan working group regarding expert report (2.8);........... ..............; participate in portion of meeting regarding Houlihan expert report (1.0) .............; multiple extended telephone conferences and correspondence with Houlihan team regarding expert report issues (1.6);.......... Conference call with Houlihan and litigation team to review and discuss draft reports (2.6);.............. .............; extended meeting with Houlihan regarding expert report strategy issues (2.6);........... 5.00 2,825.00

02/03/10

JAG5

5.50

4,262.50

02/03/10

PEH2

9.30

8,835.00

02/03/10

RMM2

5.50

4,427.50

02/03/10

STC2

7.60

6,156.00

Response: By way of background, the Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 239] and the Disclosure Statement for the Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 240] were originally filed on July 22, 2009. The Debtors Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 496] and the Disclosure Statement for Debtors Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 498] (respectively the Amended Plan and Amended Disclosure Statement) were filed on August 21, 2009. On November 7, 2009, the Debtors filed their Second Amended Plan [Docket No. 944] and Second Amended Disclosure Statement [Docket No. 943]. On December 3, 2009, the Debtors filed their Third Amended Plan [Docket No. 1116] and Third Amended Disclosure Statement [Docket No. 1117]. On December 4, 2009, the court scheduled a hearing regarding exclusivity, approval of the Six Flags exit financing and backstop commitment agreement, adequacy of the disclosure statement, approval of solicitation procedures, and approval of Six Flags new office lease. This hearing was then continued on December 7, 2009, December 8, 2009 and December 11, 2009. The Fourth Amended Plan [Docket No. 1226] and Fourth Amended Disclosure Statement [Docket No. 1227] were subsequently filed on December 18, 2009.

Pursuant to the confirmation litigation timeline set by the court at the December 11, 2009 hearing and the subsequent Agreed Scheduling Order in connection with the Fourth Amended Plan (the Agreed Scheduling Order) [Docket No. 1245] entered on December 21, 2009, the following litigation deadlines were scheduled: Event Deadline to Serve Fact Discovery. All written fact discovery requests, other than deposition notices, shall be served on or before December 15, 2009. Hearing on Objections to Scope of Discovery Requests. The Court shall conduct a hearing on objections to the scope of discovery requests on December 18, 2009 at 2:00 p.m. (Eastern Standard Time). The parties are not required to file written responses. Deadline to Complete Document Production. The parties shall complete document production on or before January 6, 2010. Any failure to produce shall result in a suppression of evidence, absent a showing of good cause. No further discovery shall be permitted. Deadline to Identify Deponents. The parties shall issue all notices of deposition on or before January 11, 2010. Hearing on Objections to Depositions. The court shall conduct a hearing on the scope and number of depositions on January 13, 2010 at 10:00 a.m. (Eastern Standard Time). Fact Witness Depositions. The parties shall complete fact witness depositions from January 19, 2010 through January 29, 2010. Deadline to Issue Expert Reports. The parties shall provide expert reports for any issue on which they bear the burden of proof on or before February 5, 2010. All reports shall provide the information required by Fed. R. Civ. P. 26(a)(2)(B). Rebuttal Reports. The parties shall provide rebuttal reports on or before February 12, 2010. Expert Witness Depositions. The parties shall complete expert witness depositions from February 16, 2010 through February 22, 2010. Deadline to Designate Trial Witnesses and Exhibits. The parties shall designate trial witnesses and exhibits on or before February 24, 2010. Confirmation Hearing. Date December 15, 2009

1.

2.

December 18, 2009 at 2:00 p.m. (Eastern Standard Time)

3.

January 6, 2010

4. 5.

January 11, 2010 January 13, 2010 at 10:00 a.m. (Eastern Standard Time) January 19, 2010 January 29, 2010 February 5, 2010

6.

7.

8. 9.

February 12, 2010 February 16, 2010 February 22, 2010 February 24, 2010

10.

March 8, 2010 March 19, 2010 As indicated above, February 5, 2010 was the deadline for the delivery of expert reports (the Expert Reports). These Expert Reports would cover any issue upon which they bore a burden of proof and were to include, among other items, a total enterprise value of Six Flags broken down by asset. Expert Reports were prepared by Houlihan Lokey Howard & Zukin Capital, Inc.

11.

(Houlihan), the Debtors financial advisors and investment bankers, Chanin Capital Partners, financial advisors to the Ad Hoc Committee of SFI Noteholders as holders and advisors to holders of senior notes issued by Six Flags, Inc. (the SFI Committee or SFI Noteholders), Peter J. Solomon Company, L.P. (Peter J. Solomon) financial advisors to the Official Committee of Unsecured Creditors (the Creditors Committee) and Lazard Frres & Co. LLC (Lazard Frres), financial advisors to the SFO Noteholders. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, Matthew Martin, and Jon Geier were the partners comprising the trial team in preparation for the confirmation hearing. Steven Catlett defended David Hilty, Managing Director, and David Preiser, Senior Managing Director from Houlihan at their depositions as well as the following former Six Flags individuals: Mark Shapiro, Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel, and Michael Antinoro, Executive Vice President Entertainment and Marketing at Six Flags. Paul Harner defended former Six Flags individuals: Lou Koskovolis, Executive Vice President Corporate Alliances, William Thomas, Director of Corporate Finance and Treasury, William Prip, Senior Vice President Corporate Finance & Treasurer, and Mark Quenzel, Former Executive Vice President Park Strategy and Management at Six Flags. Matthew Martin was a senior litigation partner involved in defending the following current and former Six Flags executives at their respective depositions: Lenny Russ, Corporate Controller, Marshall Barber, Vice President, Business Planning, Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer, Liana Kuperman, Financial Reporting Manager, John Odum, Senior Vice President of Planning and Development, Jennifer DeSaegher, Corporate Manager of Planning and Analysis and former Six Flags executive, Mario Centola, Former Director of Business Planning. Jon Geier was a senior partner involved in representing the Debtors at the depositions of Andrew Sole, Managing Member of Esopus Creek Advisors, a member of the Official Committee of Unsecured Creditors (the Creditors Committee), Arik Ruchim with H Partners Management, a member of the Ad Hoc Committee of SFI Noteholders as holders and advisors to holders of senior notes issued by Six Flags, Inc. (the SFI Committee or SFI Noteholders), Tarik Dalton with Credit Suisse, Global Credit Products division, an SFI Noteholder, Robert Dishner with Stark Investments, an SFI Noteholder, Richard Schottenfeld with the Schottenfeld Group, a member of the Creditors Committee and John Gorman, Chairman of the Board of Tejas Securities, a member of the Creditors Committee. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Therefore, it was important and necessary that these parties work together with David Hilty, Managing Director from Houlihan and the other Houlihan professionals, in preparing Houlihans expert report, that, among other things, covered an overview of the Debtors and their businesses, a summary of the assets and liabilities for each Debtor entity, a business plan overview, a valuation analysis, and a debt capacity analysis. In addition, the central issue to litigate at the confirmation hearing was the Debtors total enterprise value. The valuation colored every other confirmation issue. Because of this, it was critical for the leaders of the trial team with first-hand real-time knowledge of developing factual record to participate and understand the legal implications of the valuation analysis.

B. On February 24, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), and Matthew Martin - RMM2 (805) (three Partners) participated in several conference calls. The total time spent including any preparation time was 10.30 hours for a total fee of $8,641.00. 02/24/10 PEH2 Conference call with client, Houlihan 10.10 regarding trial preparation (1.1);...........; multiple telephone conferences and correspondence with client, Houlihan, SFO and JPMorgan regarding trial planning and witness and exhibit lists (1.2);........... ...........; conference call with J. 7.90 Speed, D. Hilty, P. Harner and S. Catlett regarding trial preparation (1.1);...........; multiple conferences with P. Harner, C. Auty, M. Weber, M. Stefanelli, C. Wilson and other team members regarding draft stipulation, pretrial briefs, witness preparation, exhibit and witness lists and strategy (3.7);.......... 8.50 ............; multiple communications with client, Houlihan, SFO, JPMorgan and litigation team regarding witness and exhibit lists and trial planning process (3.2) 9,595.00

02/24/10

RMM2

6,359.50

02/24/10

STC2

6,885.00

Response: Pursuant to the litigation timeline identified in the Agreed Scheduling Order set by the court at the December 11, 2009 hearing, February 24, 2010 was the deadline for all parties to identify their respective trial witnesses and exhibits. There were multiple telephone calls on this date in connection with this deadline. Paul Harner, Steven Catlett and Matthew Martin held multiple conference calls with executives from Six Flags and Houlihan as well as representatives from JPMorgan Chase Bank, N.A. (JPMorgan), as the Debtors primary lender, and the SFO Noteholders, in order to identify, prepare and finalize their trial witnesses and exhibits. As the Debtors Fourth Amended Plan was a result of the Debtors agreement with the SFO Noteholders, it was important to have them involved in the litigation planning. Further telephone conferences including key members of the litigation team including associates Christian Auty, Mary Weber, Candice Wilson, and Michael Stefanelli. These telephone conferences pertained to not only preparing the witness and exhibit lists, but the compilation of these and associated materials, as well as the upcoming planning aspects and requirements for the pre-trial brief and trial itself. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Matthew Martin was a senior litigation partner involved in defending current and former Six Flags executives at their respective depositions. Candice Wilson was a senior litigation

associate who worked closely with Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Also, they worked closely with Paul Harner and Steven Catlett regarding depositions as well as the pre-trial and litigation aspects of the case. Michael Stefanelli, a junior associate, was a member of the trial team and had various responsibilities including being a member of the confirmation brief writing team. Therefore, with such key issues to determine, it was necessary that these Paul Hastings attorneys maintain constant communication with Six Flags executives Mark Shapiro, Chief Executive Officer; Jeffrey Speed, Executive Vice President and Chief Financial Officer; and James Coughlin, General Counsel as well as Houlihan professionals including David Preiser, Senior Managing Director and David Hilty, Managing Director. As stated above, the Debtors Fourth Amended Plan was submitted with the support of the SFO Noteholders, the Paul Hastings attorneys also communicated with the litigation team from Akin, Gump, Strauss, Hauer & Feld LLP including Ira Dizengoff, Abid Qureshi, and Deborah Newman as well as Ken Ziman, Steve Fitzgerald, and Nicholas Baker from Simpson Thatcher & Bartlett LLP as counsel for JPMorgan. C. On February 1, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), and Matthew Donaher - MMD4 (680) (two Partners and an Associate) participated in several conference calls. The total time spent including any preparation time was 4.10 hours for a total fee of $3,432.00. 02/01/10 MJC9 .................; conferences with M. Chernick and M. Donaher regarding revised credit agreement (0.5); conference call with M. Chernick, M. Donaher and J. McClusky regarding Time Warners comments (0.5);...........; conference call with M. Chernick, M. Donaher and B. Kim regarding credit agreement (0.4);.... Conferences with M. Cohen and M. Donaher regarding credit agreement and default analysis for Time Warner (0.5);...........; conference call with M. Donaher and agents counsel (0.4); conference call with M. Cohen, M. Donaher and B. Kim regarding credit agreement comments from Time Warner (0.5);.............. .............; conference call with M. Chernick and agents counsel regarding same (0.4); conference call with M. Cohen, M. Chernick and J. McClusky regarding Time Warner comments (0.5);.........; conference 10.30 9,527.50

02/01/10

MKC

7.00

6,265.00

02/01/10

MMD4

8.30

5,644.00

call with M. Chernick, M. Cohen and B. Kim (0.4);........... Response: On February 1, 2010, Michele Cohen, Michael Chernick and Matthew Donaher engaged in multiple telephone conferences with attorneys from Paul Weiss, counsel to Time Warner including Jerome McClusky, Simpson Thacher, counsel to JPMorgan including Ken Ziman, and Kirkland & Ellis, counsel to SFI Noteholders H Partners Management, LLC and Bay Harbour Management L.C. including Brian Kim, in connection with negotiations and comments to the credit agreement among several banks and other financial institutions, Bank of America, N.A. and Barclays Bank PLC, as co-syndication agents, Deutsche Bank Securities Inc., as documentation agent and JPMorgan, as administrative agent for the banks and other financial institutions or entities (the Administrative Agent). These discussions pertained to the financing negotiations surrounding this credit agreement and related documents in preparation for filing the Debtors Plan Supplement for the Fourth Amended Joint Plan of Reorganization [Docket No. 1581] on February 11, 2010. This filing included, among other documents, the JPMorgan Credit Agreement, JPMorgan Guarantee and Collateral Agreement, TW Existing Promissory note, Amended to TW Existing Promissory Note, Amended to TW Existing Guarantee Agreement, New TW Loan Agreement, New TW Guarantee Agreement, and Restated Certificate of Incorporation and By-Laws of Reorganized SFI. It was, therefore, necessary to have the three key Paul Hastings attorneys working on the financing issues on these conference calls including Michele Cohen, Michael Chernick, and Matthew Donaher. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. The Paul Hastings attorneys on these conference calls reviewed the key issues arising from the secured financing negotiations with these potential lending groups, any additional relevant documents that needed to be prepared, and the comments and communications that were received from the various negotiating parties, banks and their counsel. D. On February 6, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), and Matthew Donaher - MMD4 (680) (two Partners and an Associate) participated in several conference calls. The total time spent including any preparation time was 4.40 hours for a total fee of $3,777.00. 02/06/10 MJC9 ................; multiple telephone conferences and emails with J. Coughlin, M. Chernick, M. Donaher and working group regarding same and issues list (1.8) .........; multiple conference calls and emails with client, M. Cohen and M. Donaher regarding issues list for Time Warner documents (1.6) 6.40 5,920.00

02/06/10

MKC

2.50

2,237.50

02/06/10

MMD4

............; conference call with J. Coughlin, M. Cohen and M. Chernick (1.0);..........

9.40

6,392.00

Response: On Saturday, February 6, 2010, negotiations continued regarding financing issues and documents. Multiple telephone calls and emails were exchanged among Michele Cohen, Michael Chernick and Matthew Donaher as well as with Six Flags executive, James Coughlin, General Counsel to outline the key issues regarding these matters. Again, these negotiations related to the filing the Debtors Plan Supplement for the Fourth Amended Joint Plan of Reorganization [Docket No. 1581] on February 11, 2010. This filing included, among other documents, the JPMorgan Credit Agreement, JPMorgan Guarantee and Collateral Agreement, TW Existing Promissory note, Amended to TW Existing Promissory Note, Amended to TW Existing Guarantee Agreement, New TW Loan Agreement, New TW Guarantee Agreement, and Restated Certificate of Incorporation and By-Laws of Reorganized SFI. These discussions pertained to the Time Warner guarantee agreement, comments received from Paul Weiss, counsel to Time Warner, regarding this document and the Debtors analysis and comments to the same. In order to cohesively disseminate all the information pertaining to these on-going negotiations, it was of the utmost importance that these Paul Hasting attorneys kept in constant communication among themselves and with the client, James Coughlin, General Counsel and Jeffrey Speed, Executive Vice President and Chief Financial Officer regarding all aspects of these negotiations and the status of the related financing documents. Therefore, it was necessary that the three key Paul Hastings attorneys working on financing issues be involved in these conference calls and email exchanges. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. The Paul Hastings attorneys on these conference calls reviewed the key issues arising from the secured financing negotiations with these potential lending groups, any additional relevant documents that needed to be prepared, and the comments and communications that were received from the various negotiating parties, banks and their counsel. E. On February 7, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), and Matthew Donaher - MMD4 (680) (two Partners and an Associate) participated in several conference calls. The total time spent including any preparation time was 3.90 hours for a total fee of $3,250.00. 7.90 7,307.50 02/07/10 MJC9 ............; telephone conference with Time Warner, Paul Weiss, J. Coughlin, M. Chernick and M. Donaher regarding negotiation of same (1.0); follow-up calls with J. Coughlin, M. Chernick and M. Donaher regarding same (0.3);.......... 02/07/10 MKC Conference call with J. Coughlin, 1.30 1,163.50

02/07/10

MMD4

Time Warner, Paul Weiss, M. Cohen and M. Donaher regarding Time Warner loan documents (1.0); review same (0.3) Telephone conference with Time Warner, Paul Weiss, client, M. Cohen and M. Chernick (1.0);.........; telephone conference with M. Cohen, M. Chernick and J. Coughlin (0.3);........

2.20

680.001,496.0 0

Response: On Sunday, February 7, 2010, negotiations continued regarding financing issues and documents and multiple telephone calls were exchanged among the parties involved. Again, these negotiations related to the filing the Debtors Plan Supplement for the Fourth Amended Joint Plan of Reorganization [Docket No. 1581] on February 11, 2010. This filing included, among other documents, the JPMorgan Credit Agreement, JPMorgan Guarantee and Collateral Agreement, TW Existing Promissory note, Amended to TW Existing Promissory Note, Amended to TW Existing Guarantee Agreement, New TW Loan Agreement, New TW Guarantee Agreement, and Restated Certificate of Incorporation and By-Laws of Reorganized SFI. Among the documents being discussed were the first amendment to the Time Warner promissory note and first amendment to the Time Warner guarantee agreement. It was, therefore, necessary that the primary parties involved in the financing and on-going negotiations be on these conference calls. Telephone conferences involving Michele Cohen, Michael Chernick, Matthew Donaher and Six Flags executives, James Coughlin, General Counsel and/or Jeffrey Speed, Executive Vice President and Chief Financial Officer occurred to not only inform the client, but to also review and formulate the Debtors position with regard to the many issues and documents at hand. Additional telephone conferences that involved parties from Time Warner and Paul Weiss, counsel to Time Warner, outlined the Debtors perspective and gave rise to further discussions and negotiations regarding same. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. The Paul Hastings attorneys on these conference calls reviewed the key issues arising from the secured financing negotiations with these potential lending groups, any additional relevant documents that needed to be prepared, and the comments and communications that were received from the various negotiating parties, banks and their counsel. F. On February 8, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), and Matthew Donaher - MMD4 (680) (two Partners and an Associate) participated in several conference calls. The total time spent including any preparation time was 7.60 hours for a total fee of $6,404.50.

02/08/10

MJC9

02/08/10

MKC

02/08/10

MMD4

...............; conference with M. Chernick and M. Donaher (1.0); conference call with client, M. Chernick and M. Donaher (0.8);.......... Multiple conferences and conference calls with client, Paul Weiss, M. Cohen and M. Donaher regarding Time Warner loan documents (3.7);.......... ..............; telephone conference with Paul Weiss and M. Chernick (1.3);................; telephone conference with client, M. Cohen and M. Chernick (0.8);...........

11.30

10,452.50

7.50

6,712.50

11.90

8,092.00

Response: On February 8, 2010, negotiations continued with regard to financing issues and documents. Multiple conferences and telephone calls were exchanged among Michele Cohen, Michael Chernick and Matthew Donaher and with Six Flags executives, James Coughlin, General Counsel and/or Jeffrey Speed, Executive Vice President and Chief Financial Officer in connection with reviewing and preparing comments to the Time Warner guarantee agreement, promissory note and multiple draw term credit agreement, documents received from Paul Weiss, their counsel. At the same time, negotiations continued with Simpson Thacher, counsel to JPMorgan, with regard to the guarantee and collateral agreement. Again, these negotiations related to the filing the Debtors Plan Supplement for the Fourth Amended Joint Plan of Reorganization [Docket No. 1581] on February 11, 2010. As mentioned above, it was extremely important and necessary that the primary parties involved in the financing and on-going negotiations be involved in these conferences and telephone calls. Multiple telephone calls among Michele Cohen, Michael Chernick, Matthew Donaher and Six Flags executive, James Coughlin, General Counsel occurred to not only inform the client, but to also review and formulate the Debtors position with regard to the many issues and documents at hand. Additional telephone conferences with parties from Simpson Thacher, counsel to Time Warner and Paul Weiss, counsel to Time Warner, outlined the Debtors perspective and gave rise to further discussions and negotiations regarding same. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. The Paul Hastings attorneys on these conference calls reviewed the key issues arising from the secured financing negotiations with these potential lending groups, any additional relevant documents that needed to be prepared, and the comments and communications that were received from the various negotiating parties, banks and their counsel. G. On February 10, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), and

Matthew Donaher - MMD4 (680) (two Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 11.30 hours for a total fee of $9,595.00. 02/10/10 MJC9 .................; multiple telephone conferences and emails with client, M. Chernick, M. Donaher and working group regarding same (3.5);........... Multiple conference calls with client, M. Cohen, M. Donaher and Paul Weiss regarding Time Warner documents (4.9);........ .............; telephone conferences with client, M. Chernick and M. Cohen (1.4); telephone conference with M. Chernick and Paul Weiss (1.5);............. 12.20 11,285.00

02/10/10

MKC

7.00

6,265.00

02/10/10

MMD4

13.50

9,180.00

Response: On February 10, 2009, multiple telephone conferences and email exchanges took place among Michele Cohen, Michael Chernick and Matthew Donaher in preparation for the February 11, 2010 filing of the Debtors Plan Supplement for the Fourth Amended Joint Plan of Reorganization [Docket No. 1581]. This filing included, among other documents, the JPMorgan Credit Agreement, JPMorgan Guarantee and Collateral Agreement, TW Existing Promissory note, Amended to TW Existing Promissory Note, Amended to TW Existing Guarantee Agreement, New TW Loan Agreement, New TW Guarantee Agreement, and Restated Certificate of Incorporation and By-Laws of Reorganized SFI. These communications occurred regarding Paul Weiss comments to the Time Warner guarantee agreement and regarding the review and preparation of the Debtors comments to the Time Warner guarantee agreement, first amendment to guarantee agreement, the multiple draw credit agreement, and exhibits to first lien credit agreement (including guarantee and collateral agreement). Michele Cohen, Michael Chernick, and Matthew Donaher had multiple conference calls and email exchanges with Six Flags executives, James Coughlin, General Counsel and Jeffrey Speed, Executive Vice President and Chief Financial Officer to resolve open issues with Simpson Thacher regarding JPMorgans syndicated exit financing, Time Warner exit financing, and comparing the terms of JPMorgan commitment documents to the terms of the proposed commitment documents received from Goldman Sachs. Michele Cohen also participated in telephone conferences with the client, Paul Harner and Steven Catlett to keep them advised of the status of the on-going negotiations and to thoroughly discuss issues and formulate responses. The Paul Hastings attorneys on these conference calls reviewed the key issues arising from the secured financing negotiations with these potential lending groups, any additional relevant documents that needed to be prepared, and the comments and communications that were received from the various negotiating parties, banks and their counsel. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele

Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. H. On March 26, 2010, William Schwitter - WFS (950), Luke Iovine - LPI (895), Steven Catlett - STC2 (810), Angelique Crain - AMC5 (670), and Mary Weber - MTW (530) (three Partners and two Associates) participated in several conference calls. The total time spent including any preparation time was 7.00 hours for a total fee of $5,322.00. ..................; multiple conferences, 10.10 6,767.00 telephone conferences and emails with working group regarding plan (1.4) 03/26/10 LPI ...........; multiple telephone calls with 9.30 8,323.50 client and Houlihan regarding same (1.0); telephone calls with White & Case regarding same (1.0);......... 03/26/10 MTW Multiple communications with 2.10 1,113.00 working group team regarding modified plan (1.4);........... 3.90 3,159.00 03/26/10 STC2 Extended multiple communications with SFI counsel, client, and Paul Hastings team regarding plan modifications (1.7);........... 03/26/10 WFS ..............; telephone calls and emails 3.50 3,325.00 with working group regarding same (0.5) Response: By way of background, the Judge Sontchi held a two-week long confirmation hearing on the Debtors Fourth Amended Plan. This plan was a result of an agreement between the Debtors and the SFO Noteholders. This trial began on March 8, 2010 and concluded on March 19, 2010. At the conclusion of the trial, the Debtors announced that a new agreement with increased benefits for all creditors had been reached between with the SFI Noteholders and the Creditors Committee. After March 19, 2010, these groups worked to finalize plan documents related to this deal. On March 24, 2010, the Debtors filed an Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867] and a Motion (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1866]. The Court entered the Order (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1870] on March 25, 2010. Also on March 25, 2010, the Debtors filed a Re-Notice of Motion and Emergency Telephonic Only Hearing Thereon [Docket No. 1871]. The Order Granting Debtors Motion for Order Fixing Period of Time to Amend Voting 03/26/10 AMC5

on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1927] was entered on April 1, 2010, setting a hearing for April 28, 2010. On February 11, 2010, the Debtors filed their Plan Supplement for Fourth Amended Plan Under Chapter 11 of the Bankruptcy Code [Docket No. 1518]. On March 17, 2010, the Debtors filed their First Amended Plan Supplement, which covered revisions to the Restated Certificate of Incorporation of Reorganized SFI, Amended and Restated Bylaws of Reorganized SFI, Long Term Incentive Plan, Registration Agreement and list of Board of Directors of Reorganized selected by the Majority Backstop Purchasers. By March 26, 2010, extensive revisions were being made to the Debtors Modified Fourth Amended Plan, which would eventually be filed on April 1, 2010 [Docket No. 1928] reflecting the Debtors agreement with the SFI Noteholders and the Creditors Committee. Originally, the Debtors intended to file this plan on Friday, March 26, 2010 but the court entered an order on Friday afternoon extending the filing deadline until Monday, March 29, 2010. Due to around-theclock, developing negotiations with the SFI Noteholders and the SFO Noteholders, the Debtors filed a plan on March 29, 2010 but, as negotiations progressed and evolved, subsequently withdrew it minutes later. In addition, extensive revisions were being made with regard to the upcoming Second Amended Plan Supplement, which eventually would be filed on April 12, 2010 [Docket No. 1974]. The Second Amended Plan Supplement covered the first lien credit agreement among Bank of America, N.A. and Barclays Bank PLC, as Co-Syndication Agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and UBS Securities LLC, as Co-Documentation Agents and JPMorgan Chase Bank N.A., as Administrative Agent and the second lien credit agreement with Goldman Sachs Lending Partners as Syndication Agent, Documentation Agent and Administrative Agent. (Attorneys of Latham & Watkins LLP, counsel to Goldman Sachs Lending Partners LLC filed Motions for Admission Pro Hac Vice in the case on March 8, 2010.) On March 26, 2010 William Schwitter, Steven Catlett, Luke Iovine, Angelique Crain, and Mary Weber engaged in multiple conference calls and email exchanges regarding modifications to the plan. Steven Catlett and Luke Iovine had further conference calls with the client including James Coughlin, General Counsel and Jeffrey Speed, Executive Vice President and Chief Financial Officer as well as David Hilty, Managing Director of Houlihan, parties at White & Case, counsel to SFI Noteholders to discuss plan modification issues. Also, on March 26, 2010, Angelique Crain continued work on modified plan in preparation for filing. Luke Iovine was also working on the plan, as well as rights offering, communicating with the client, Paul Harner, Steve Catlett, Houlihan and White & Case, counsel to SFI Noteholders. Mary Weber communicated with the group regarding the plan and had a separate conference call with Kurtzman Carson Consultants (KCC) regarding voting logistics, KCCs affidavit, and other plan items. Steven Catlett worked on reviewing plan and was involved in multiple negotiations including communications with White & Case, counsel to SFI Noteholders and extended conversations with client and Houlihan regarding same. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and addressed ongoing plan negotiations and issues with various creditor constituencies. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan

as well as drafting the disclosure statement and plan. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and Christian Auty on the litigation and court-related aspects of the case. I. On March 27, 2010, Paul Harner - PEH2 (950), William Schwitter - WFS (950), Michele Cohen - MJC9 (925), Luke Iovine - LPI (895), Michael Chernick - MKC (895), Steven Catlett STC2 (810), Angelique Crain - AMC5 (670), Christian Auty - CMA3 (565), Mary Weber - MTW (530), and Daniel Simon - DMS5 (430) (six Partners and four Associates) participated in several conference calls. The total time spent including any preparation time was 17.70 hours for a total fee of $14,450.00. 03/27/10 AMC5 ..........; multiple extended communications with working group and client regarding same (3.9);............. Conference regarding plan modification strategy with working group (0.8) All-hands telephone conference with working group team regarding plan modifications (0.8) .................; multiple telephone call with client and Houlihan regarding same (1.0);........... Strategize regarding plan modifications with working group team (0.4) Multiple extended conferences, telephone conferences and correspondence with client and working group regarding SFI, Committee and Houlihan comments and document revisions regarding finalization of plan of reorganization settlement and related equity and debt financing (6.6) Extended multiple communications with client and Paul Hastings team regarding plan modifications (1.9);......... ...........; telephone calls and emails working group regarding same (0.5) .................; conferences with working group regarding same (1.3) Conferences with working group regarding comments to modified plan 9.70 6,499.00

03/27/10

CMA3

0.80

452.00

03/27/10

DMS5

0.80

344.00

03/27/10

LPI

7.80

6,981.00

03/27/10

MTW

0.40

212.00

03/27/10

PEH2

6.60

6,270.00

03/27/10

STC2

4.50

3,645.00

03/27/10 03/27/10 03/27/10

WFS MJC9 MKC

2.00 5.10 0.50

1,900.00 4,717.50 447.50

(0.5) Response: As described above, after the Debtors two-week long confirmation hearing in March, the Debtors worked to finalize plan documents related to their deal with the SFI Noteholders and the Creditors Committee. By way of background, on March 24, 2010, the Debtors filed an Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867] and a Motion (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1866]. The Court entered the Order (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1870] on March 25, 2010 and, also on March 25, 2010, the Debtors filed a Re-Notice of Motion and Emergency Telephonic Only Hearing Thereon [Docket No. 1871]. The Order Granting Debtors Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1927] was entered on April 1, 2010, setting a hearing for April 28, 2010. On February 11, 2010, the Debtors filed their Plan Supplement for Fourth Amended Plan Under Chapter 11 of the Bankruptcy Code [Docket No. 1518] (Plan Supplement). On March 17, 2010, the Debtors filed their First Amended Plan Supplement, which covered revisions to the Restated Certificate of Incorporation of Reorganized SFI, Amended and Restated Bylaws of Reorganized SFI, Long Term Incentive Plan, Registration Agreement and list of Board of Directors of Reorganized selected by the Majority Backstop Purchasers. By March 27, 2010, extensive revisions were being made with regard to the upcoming Second Amended Plan Supplement, which would eventually be filed on April 12, 2010 [Docket No. 1974]. The Second Amended Plan Supplement included the first lien credit agreement among Bank of America, N.A. and Barclays Bank PLC, as Co-Syndication Agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and UBS Securities LLC, as Co-Documentation Agents and JPMorgan, as Administrative Agent and the second lien credit agreement with Goldman Sachs Lending Partners as Syndication Agent, Documentation Agent and Administrative Agent. (Attorneys of Latham & Watkins LLP, counsel to Goldman Sachs Lending Partners LLC filed Motions for Admission Pro Hac Vice in the case on March 8, 2010.) On March 27, 2010, multiple Paul Hastings professionals participated in various communications regarding the Modified Fourth Amended Plan including an all hands conference call regarding plan modifications. On March 26, 2010, Judge Sontchi set a deadline of March 29, 2010 for the Debtors to file their Modified Fourth Amended Plan. In preparation for this deadline, the Debtors worked through extensive revisions to the Debtors Modified Fourth Amended Plan, which would eventually be filed on April 1, 2010 [Docket No. 1928] reflecting the Debtors agreement with the SFI Noteholders and the Creditors Committee. Due to around-the-clock, developing negotiations with the SFI Noteholders and the SFO Noteholders, the Debtors filed a plan on March 29, 2010 but, as negotiations progressed and evolved, subsequently withdrew it minutes later. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor

constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and Christian Auty on the litigation and court-related aspects of the case. Daniel Simon was a junior associate assisting Christian Auty and Mary Weber on the litigation, ediscovery and court aspects of the case, as well as the restructuring. J. On March 28, 2010, William Schwitter - WFS (950), Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), Steven Catlett - STC2 (810), and Angelique Crain - AMC5 (670) (four Partners and Associate) participated in several conference calls. The total time spent including any preparation time was 8.60 hours for a total fee of $6,520.00. 03/28/10 AMC5 Coordinate with working group and client regarding plan of reorganization (2.3);............. Multiple communications with client, SFI group, Houlihan, and Paul Hastings team regarding plan modifications and related strategy issues (2.4) .............; telephone calls and emails with working group regarding same (0.5) ..............; conference with working group regarding same (1.8) .............; conferences with working group regarding same (0.6); review term sheet (1.0) 8.70 5,829.00

03/28/10

STC2

2.40

1,944.00

03/28/10

WFS

2.50

2,375.00

03/28/10 03/28/10

MJC9 MKC

10.60 5.00

9,805.00 4,475.00

Response: As described above, after the Debtors two-week long confirmation hearing in March, the Debtors worked to finalize plan documents related to their deal with the SFI Noteholders and the Creditors Committee. By way of background, on March 24, 2010, the Debtors filed an Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867] and a Motion (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order

Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1866]. The Court entered the Order (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1870] on March 25, 2010 and, also on March 25, 2010, the Debtors filed a Re-Notice of Motion and Emergency Telephonic Only Hearing Thereon [Docket No. 1871]. The Order Granting Debtors Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1927] was entered on April 1, 2010, setting a hearing for April 28, 2010. On February 11, 2010, the Debtors filed their Plan Supplement for Fourth Amended Plan Under Chapter 11 of the Bankruptcy Code [Docket No. 1518]. On March 17, 2010, the Debtors filed their First Amended Plan Supplement, which covered revisions to the Restated Certificate of Incorporation of Reorganized SFI, Amended and Restated Bylaws of Reorganized SFI, Long Term Incentive Plan, Registration Agreement and list of Board of Directors of Reorganized selected by the Majority Backstop Purchasers. By March 27, 2010, extensive revisions were being made with regard to the upcoming Second Amended Plan Supplement, which would eventually be filed on April 12, 2010 [Docket No. 1974]. The Second Amended Plan Supplement covered the first lien credit agreement among Bank of America, N.A. and Barclays Bank PLC, as Co-Syndication Agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and UBS Securities LLC, as Co-Documentation Agents and JPMorgan Chase Bank N.A., as Administrative Agent and the second lien credit agreement with Goldman Sachs Lending Partners as Syndication Agent, Documentation Agent and Administrative Agent. (Attorneys of Latham & Watkins LLP, counsel to Goldman Sachs Lending Partners LLC filed Motions for Admission Pro Hac Vice in the case on March 8, 2010.) On March 26, 2010, Judge Sontchi set a deadline of March 29, 2010 for the Debtors to file their Modified Fourth Amended Plan. In preparation for this deadline, the Debtors worked through extensive revisions to the Debtors Modified Fourth Amended Plan, which would eventually be filed on April 1, 2010 [Docket No. 1928] reflecting the Debtors agreement with the SFI Noteholders and the Creditors Committee. Due to around-the-clock, developing negotiations with the SFI Noteholders and the SFO Noteholders, the Debtors filed a plan on March 29, 2010 but, as negotiations progressed and evolved, subsequently withdrew it minutes later. On March 28, 2010, Angelique Crain coordinated with other Paul Hastings attorneys and the client regarding compiling comments to plan, preparing the SFI rights offering documents, including the summary, instructions and subscriptions forms and reviewing the backstop commitment agreement. Luke Iovine reviewed and revised equity commitment agreements, corresponded with Michele Cohen, Paul Harner and William Schwitter regarding the same and reviewed the rights offering documents. William Schwitter reviewed and revised modification to amended plan and related documents and exchanged telephone calls and emails with working group regarding. It was critical to have these five Paul Hastings professionals working on the plan negotiations and drafting as Steven Catlett was the lead litigation attorney responsible for the courtrelated aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies; William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues; Angelique Crain was the senior associate working on subscription issues, registration rights

and long term incentive plan as well as drafting the disclosure statement and plan; Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel; and Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. K. On March 29, 2010, Michele Cohen - MJC9 (925), Luke Iovine - LPI (895), Michael Chernick - MKC (895), Angelique Crain - AMC5 (670), and Christian Auty - CMA3 (565) (three Partners and two Associates) participated in several conference calls. The total time spent including any preparation time was 11.70 hours for a total fee of $9,199.50. 03/29/10 AMC5 Multiple telephone conferences and emails with working group and client regarding plan modification (2.8);......... .............; multiple communications and conferences with working group and client regarding same (2.0);............. ...........; multiple extended telephone calls, conferences and correspondence with client and working group regarding same (3.0);........... .................; conferences with working group regarding same (0.6) Conferences with working group regarding comments to term sheet and credit agreement (1.2);............; conferences with working group regarding same (2.1) 10.40 6,968.00

03/29/10

CMA3

15.90

8,983.50

03/29/10

LPI

14.30

12,798.50

03/29/10 03/29/10

MJC9 MKC

15.60 8.50

14,430.00 7,607.50

Response: As described above, after the Debtors two-week long confirmation hearing in March, the Debtors worked to finalize plan documents related to their deal with the SFI Noteholders and the Creditors Committee. By way of background, on March 24, 2010, the Debtors filed an Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867] and a Motion (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1866]. The Court entered the Order (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1870] on March 25, 2010 and, also on March 25, 2010, the Debtors filed a Re-Notice of Motion and Emergency Telephonic Only Hearing Thereon [Docket No. 1871]. The Order

Granting Debtors Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1927] was entered on April 1, 2010, setting a hearing for April 28, 2010. On February 11, 2010, the Debtors filed their Plan Supplement for Fourth Amended Plan Under Chapter 11 of the Bankruptcy Code [Docket No. 1518]. On March 17, 2010, the Debtors filed their First Amended Plan Supplement, which covered revisions to the Restated Certificate of Incorporation of Reorganized SFI, Amended and Restated Bylaws of Reorganized SFI, Long Term Incentive Plan, Registration Agreement and list of Board of Directors of Reorganized selected by the Majority Backstop Purchasers. By March 27, 2010, extensive revisions were being made with regard to the upcoming Second Amended Plan Supplement, which would eventually be filed on April 12, 2010 [Docket No. 1974]. The Second Amended Plan Supplement covered the first lien credit agreement among Bank of America, N.A. and Barclays Bank PLC, as Co-Syndication Agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and UBS Securities LLC, as Co-Documentation Agents and JPMorgan Chase Bank N.A., as Administrative Agent and the second lien credit agreement with Goldman Sachs Lending Partners as Syndication Agent, Documentation Agent and Administrative Agent. (Attorneys of Latham & Watkins LLP, counsel to Goldman Sachs Lending Partners LLC filed Motions for Admission Pro Hac Vice in the case on March 8, 2010.) On March 26, 2010, Judge Sontchi set a deadline of March 29, 2010 for the Debtors to file their Modified Fourth Amended Plan. In preparation for this deadline, the Debtors worked through extensive revisions to the Debtors Modified Fourth Amended Plan, which would eventually be filed on April 1, 2010 [Docket No. 1928] reflecting the Debtors agreement with the SFI Noteholders and the Creditors Committee. Due to around-the-clock, developing negotiations with the SFI Noteholders and the SFO Noteholders, the Debtors filed a plan on March 29, 2010 but, as negotiations progressed and evolved, subsequently withdrew it minutes later. On March 29, 2010, Michele Cohen was extensively involved in the review and revising of the credit agreement, term sheet and intercreditor agreement. This process involved continuous communications with the Paul Hastings attorneys as these documents and on-going negotiations directly impacted the language in the plan. Michael Chernick also reviewed and commented on the intercreditor agreement and modified plan. He had conferences with the Paul Hastings attorneys to review the financing changes. Luke Iovine, Angelique Crain and Christian Auty worked directly on plan modifications and interfaced with client with modification to the plan. Due to their specialized expertise, it was necessary to have multiple Paul Hastings professionals involved in the negotiations and drafting of the Debtors Modified Fourth Amended Plan. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. L. On March 30, 2010, William Schwitter - WFS (950), Luke Iovine - LPI (895), Michael

Chernick - MKC (895), Steven Catlett - STC2 (810), Angelique Crain - AMC5 (670), Marc T. Bacigalupo (MTB3) (640), and Christian Auty - CMA3 (565) (four Partners and three Associates) participated in several conference calls. The total time spent including any preparation time was 12.30 hours for a total fee of $10,211.00. 03/30/10 AMC5 Multiple telephone conferences regarding plan with working group team, White & Case and client (1.7);............... Prepare for and attend conference call regarding plan modifications (1.3);............. ..............; working group conference call regarding plan modification (2.0);............. Review, analyze plan modifications and extended, multiple communications with client, Houlihan, working group team and SFI counsel regarding plan modifications and timing strategy issues (2.2) ............; telephone calls and emails with working group regarding same (3.0) Conference calls with working group regarding financing transaction (1.2);.......... .............; telephone conference with client, JPMorgan and counsels regarding status (0.9) 8.20 5,494.00

03/30/10

CMA3

5.20

2,938.00

03/30/10

LPI

12.30

11,008.50

03/30/10

STC2

2.20

1,782.00

03/30/10

WFS

11.50

10,925.00

03/30/10

MKC

6.50

5,817.50

03/30/10

MTB3

9.60

6,144.00

Response: As described above, after the Debtors two-week long confirmation hearing in March, the Debtors worked to finalize plan documents related to their deal with the SFI Noteholders and the Creditors Committee. By way of background, on March 24, 2010, the Debtors filed an Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867] and a Motion (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1866]. The Court entered the Order (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1870] on March 25, 2010 and, also on March 25, 2010, the Debtors filed a Re-Notice of Motion and Emergency Telephonic Only Hearing Thereon [Docket No. 1871]. The Order

Granting Debtors Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1927] was entered on April 1, 2010, setting a hearing for April 28, 2010. On February 11, 2010, the Debtors filed their Plan Supplement for Fourth Amended Plan Under Chapter 11 of the Bankruptcy Code [Docket No. 1518] (Plan Supplement). On March 17, 2010, the Debtors filed their First Amended Plan Supplement, which covered revisions to the Restated Certificate of Incorporation of Reorganized SFI, Amended and Restated Bylaws of Reorganized SFI, Long Term Incentive Plan, Registration Agreement and list of Board of Directors of Reorganized selected by the Majority Backstop Purchasers. By March 27, 2010, extensive revisions were being made with regard to the upcoming Second Amended Plan Supplement, which would eventually be filed on April 12, 2010 [Docket No. 1974]. The Second Amended Plan Supplement covered the first lien credit agreement among Bank of America, N.A. and Barclays Bank PLC, as Co-Syndication Agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and UBS Securities LLC, as Co-Documentation Agents and JPMorgan Chase Bank N.A., as Administrative Agent and the second lien credit agreement with Goldman Sachs Lending Partners as Syndication Agent, Documentation Agent and Administrative Agent. (Attorneys of Latham & Watkins LLP, counsel to Goldman Sachs Lending Partners LLC filed Motions for Admission Pro Hac Vice in the case on March 8, 2010.) On March 26, 2010, Judge Sontchi set a deadline of March 29, 2010 for the Debtors to file their Modified Fourth Amended Plan. In preparation for this deadline, the Debtors worked through extensive revisions to the Debtors Modified Fourth Amended Plan, which would eventually be filed on April 1, 2010 [Docket No. 1928] reflecting the Debtors agreement with the SFI Noteholders and the Creditors Committee. Due to around-the-clock, developing negotiations with the SFI Noteholders and the SFO Noteholders, the Debtors filed a plan on March 29, 2010 but, as negotiations progressed and evolved, subsequently withdrew it minutes later. On March 30, 2010, interactions continued with constituencies from SFO Noteholders and SFI Noteholders regarding plan modifications, timing and strategy. Angelique Crain and Luke Iovine both worked on Mark Shapiros employment agreement. William Schwitter worked extensively on review and revising plan modifications. Michael Chernick was in constant communications with Michele Cohen and working group regarding status of the financing transaction negotiations, as well as reviewing and revising the second lien credit agreement. Marc Bacigalupo worked on first lien term sheet, second lien credit agreement, intercreditor agreement and communicated with parties from JPMorgan and Simpson Thacher, counsel to JPMorgan. Due to their specialized expertise, it was necessary to have multiple Paul Hastings professionals involved in the negotiations and drafting of the Debtors Modified Fourth Amended Plan. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and addressed the on-going negotiations and issues with various creditor constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their

respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Marc Baciagalupo was a senior corporate associate involved in preparing the requisite financing documents in connection with the restructuring transaction. M. On March 31, 2010, William Schwitter - WFS (950), Michele Cohen - MJC9 (925), Luke Iovine - LPI (895), Michael Chernick - MKC (895), Steven Catlett - STC2 (810), Angelique Crain AMC5 (670), and Christian Auty - CMA3 (565) (five Partners and two Associates) participated in several conference calls. The total time spent including any preparation time was 10.40 hours for a total fee of $8,228.00. 03/31/10 AMC5 ............; multiple extended telephone conferences with client, working group team and White & Case regarding plan (3.6);.............. ..............; communicate with working group regarding same (0.3);...........; multiple conference calls with third parties regarding plan modifications and status (0.3);................. .............; multiple telephone conferences and correspondence with client, Houlihan and working group regarding plan (1.0);........... ............; review, analyze plan modification strategy issues, including multiple communications with client and Houlihan regarding related plan strategy issues and timing (2.1) ...............; multiple telephone calls and emails with working group regarding same (1.5) ...............; multiple telephone conferences and emails with client and working group regarding same (0.8) ............; conferences with working group regarding same (0.8);.......... 12.00 8,040.00

03/31/10

CMA3

8.10

4,576.50

03/31/10

LPI

7.50

6,712.50

03/31/10

STC2

4.80

3,888.00

03/31/10

WFS

9.00

8,550.00

03/31/10

MJC9

17.70

16,372.50

03/31/10

MKC

13.00

11,635.00

Response: As described above, after the Debtors two-week long confirmation hearing in March, the Debtors worked to finalize plan documents related to their deal with the SFI Noteholders and the Creditors Committee. By way of background, on March 24, 2010, the Debtors filed an Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867] and a Motion (A) Scheduling an Emergency Telephonic Hearing and (B)

Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1866]. The Court entered the Order (A) Scheduling an Emergency Telephonic Hearing and (B) Shortening Notice and Objection Periods with Respect to Debtors Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1870] on March 25, 2010 and, also on March 25, 2010, the Debtors filed a Re-Notice of Motion and Emergency Telephonic Only Hearing Thereon [Docket No. 1871]. The Order Granting Debtors Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1927] was entered on April 1, 2010, setting a hearing for April 28, 2010. On February 11, 2010, the Debtors filed their Plan Supplement for Fourth Amended Plan Under Chapter 11 of the Bankruptcy Code [Docket No. 1518] (Plan Supplement). On March 17, 2010, the Debtors filed their First Amended Plan Supplement, which covered revisions to the Restated Certificate of Incorporation of Reorganized SFI, Amended and Restated Bylaws of Reorganized SFI, Long Term Incentive Plan, Registration Agreement and list of Board of Directors of Reorganized selected by the Majority Backstop Purchasers. By March 27, 2010, extensive revisions were being made with regard to the upcoming Second Amended Plan Supplement, which would eventually be filed on April 12, 2010 [Docket No. 1974]. The Second Amended Plan Supplement covered the first lien credit agreement among Bank of America, N.A. and Barclays Bank PLC, as Co-Syndication Agents, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC and UBS Securities LLC, as Co-Documentation Agents and JPMorgan Chase Bank N.A., as Administrative Agent and the second lien credit agreement with Goldman Sachs Lending Partners as Syndication Agent, Documentation Agent and Administrative Agent. (Attorneys of Latham & Watkins LLP, counsel to Goldman Sachs Lending Partners LLC filed Motions for Admission Pro Hac Vice in the case on March 8, 2010.) On March 26, 2010, Judge Sontchi set a deadline of March 29, 2010 for the Debtors to file their Modified Fourth Amended Plan. In preparation for this deadline, the Debtors worked through extensive revisions to the Debtors Modified Fourth Amended Plan, which would eventually be filed on April 1, 2010 [Docket No. 1928] reflecting the Debtors agreement with the SFI Noteholders and the Creditors Committee. Due to around-the-clock, developing negotiations with the SFI Noteholders and the SFO Noteholders, the Debtors filed a plan on March 29, 2010 but, as negotiations progressed and evolved, subsequently withdrew it minutes later. On March 31, 2010, interactions continued with constituencies from SFO Noteholders and SFI Noteholders regarding plan modifications, timing and strategy. Angelique Crain and Luke Iovine revised plan documents and communicated with professionals from White & Case, Houlihan, and the client regarding modifications. Steven Catlett and Christian Auty also revised the plan documents related to the restructuring terms and were in constant communication with the Paul Hastings working group, the client, and Houlihan regarding modifications and strategy. William Schwitter worked extensively on review and revising plan modifications. Michael Chernick was in constant communications with Michele Cohen and working group regarding status of the financing transaction negotiations, as well as reviewing and revising the second lien credit agreement. Michele Cohen and Michael Chernick also were extensively involved in the review and commenting on plan modifications and as well as the Time Warner commitment documents, first lien credit agreement and second lien credit facility in preparation for the April 1, 2010 filing of the Debtors Modified Fourth Amended Plan.

As discussed above, it was necessary to have this inter-departmental team approach as the five partners and two associates were responsible for different aspects related to the April 1, 2010 filing of the Debtors Modified Fourth Amended Plan. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and addressed the on-going negotiations and issues with various creditor constituencies. William Schwitter was the lead leveraged finance attorney working on registration rights offerings, long term incentive plans and transaction structure issues. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. N. On March 22, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), Matthew Donaher - MMD4 (680), and Casey McGrath - CJM7 (515) (two Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 3.90 hours for a total fee of $3,259.50. 03/22/10 CJM7 ...............; conference with M. Donaher, M. Cohen and M. Chernick regarding same (0.5) .............; conference calls with M. Chernick, M. Donaher, C. McGrath and client regarding same (1.5) ..............; conference calls with client, M. Cohen, M. Donaher and M. Chernick regarding same (1.5);................. ...................; conference with M. Cohen, M. Chernick and M. Donaher regarding same (0.4) 5.50 2,832.50

03/22/10

MJC9

11.70

10,822.50

03/22/10

MKC

7.00

6,265.00

03/22/10

MMD4

3.50

2,380.00

Response: In preparation for filing the Debtors Modified Fourth Amended Plan, on March 22, 2010, negotiations continued in connection with financing issues. As a result of these intense discussions, the structure of the financing transaction was revised and the corresponding documents were reviewed, revised and commented upon. Among the documents being discussed were the JPMorgan credit agreement, the Time Warner credit agreement and amendments to the Time Warner note and guarantee. Since these discussions pertained to the financing negotiations in connection with the upcoming Fourth Amended Plan as well as the Second Plan Supplement, it was necessary to have the three primary Paul Hastings attorneys working on financing issues, Michele Cohen, Michael Chernick and

Matthew Donaher. On these conference calls, Michele Cohen, Michael Chernick and Matthew Donaher, not only reviewed the key issues and documents arising from the secured financing negotiations with the respective lending groups, relevant documents that needed to be prepared, comments and communications that were received from the various negotiating parties, banks and their counsel, but also formulated strategies with the client regarding this process. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associate directly involved in preparing the requisite financing documents in connection with the restructuring transaction. Casey McGrath was a mid-level corporate associate working with Michele Cohen and the finance team preparing key financing documents in connection with the restructuring transaction. O. On January 4, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), and Christian Auty - CMA3 (565) (two Partners and Associate) participated in a conference call. The total time spent including any preparation time was 3.80 hours for a total fee of $3,057.00. 01/04/10 CMA3 Conference call regarding outstanding items and case status update with P. Harner, S. Catlett, Houlihan team and client (1.0) Prepare for and conference call with client, Houlihan and working group regarding plan of reorganization matters and related negotiations (1.6) Prepare for and conference call with client, Houlihan and working group team regarding plan strategy and case planning (1.2);........... 1.00 565.00

01/04/10

PEH2

1.60

1,520.00

01/04/10

STC2

2.30

1,863.00

Response: On January 4, 2009, Paul Harner, Steven Catlett, and Christian Auty participated in a conference call to review case strategy, plan and disclosure statement, and related financing with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel from Six Flags, Inc. and David Preiser, Senior Managing Director and David Hilty, Managing Director of Houlihan. This conference call also covered the status of litigation, document productions, and Debtors Response to First Request for Document Production. This conference call was necessary since Judge Sontchi ordered that all parties complete document production on or before January 6, 2010. This conference call not only touched on the document production, but the professionals also communicated about general case strategy regarding the litigation as well as the status of negotiations with all creditor constituencies including available debt and equity financing related to the same. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Christian Auty was the senior associate responsible for the daily case

administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. P. On January 7, 2010, Gregory Spitzer - GES3 (845), Steven Catlett - STC2 (810), and Justin Bender - JPB7 (565) (two Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 6.30 hours for a total fee of $3,895.50. 01/07/10 GES3 ............; telephone conference with 2.10 B. Champoux, J. Coughlin and S. Catlett regarding Kentucky lease (0.5);.............. Telephone conferences with J. 6.00 Coughlin, B. Champoux regarding Kentucky Kingdom (1.2); review Kentucky Kingdom analysis in preparation for same (3.8);........... Multiple communications with client, 1.20 G. Spitzer regarding Kentucky rejection issues (0.8);.......... 1,774.50

01/07/10

JPB7

3,390.00

01/07/10

STC2

972.00

Response: In February 1996, KKI, LLC, one of the Debtor entities involved in these chapter 11 cases, and the Commonwealth of Kentucky, State Property and Building Commission, Finance and Administration Cabinet and State Fair Board (the Landlord) entered into a lease with respect to certain real property commonly known as the Six Flags Kentucky Kingdom Theme Park. Pursuant to the Order Extending Time to Assume or Reject Unexpired Leases of Nonresidential Real Property Pursuant to Section 365(d)(4) of the Bankruptcy [Docket No. 760] entered on October 7, 2009, the Debtors right to assume this lease would expire on January 9, 2010, after which, without absent an extension, the lease would be deemed rejected. As such, Steven Catlett, Gregory Spitzer, and Justin Bender engaged in multiple communications with the client and Barbara Champoux of Crowell & Moring, Real Estate Counsel to Six Flags related to the January 9, 2010 deadline. Gregory Spitzer and Justin Bender worked with the Landlord and Tim Robinson of Dinsmore & Shohl LLP, the Landlords counsel, to negotiate extending the deadline to assume or reject this real property lease and on January 6, 2010, a Stipulation Between Debtor, KKI, LLC and Commonwealth of Kentucky, State Property and Building Commission, Finance and Administration Cabinet and State Fair Board was executed allowing the Debtor to remain on Six Flags Kentucky Kingdom Theme Park under the current lease until April 9, 2010. Gregory Spitzer and Justin Bender participated in telephone conferences with Six Flags executive, James Coughlin, General Counsel, Barbara Champoux of Crowell & Moring, Real Estate Counsel to Six Flags and Steven Catlett to review all of the negotiations and issues to be resolved. In addition, communications on January 7, 2010 also were in preparation for the hearing on January 8, 2010 regarding this stipulation. Steve Catlett was the lead litigation attorney responsible for the courtrelated aspects of the restructuring and with Paul Harner addressed on-going plan negotiations and issues with various creditor constituencies. Gregory Spitzer was the lead bankruptcy real estate partner in the case. Justin Bender was the main real estate associate working with Gregory Spitzer, responsible for daily administration of the bankruptcy real estate matters and directly involved with in preparing the requisite real estate documents in connection with the case.

Q. On January 8, 2010, Gregory Spitzer - GES3 (845), Steven Catlett - STC2 (810), and Justin Bender - JPB7 (565) (two Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 4.70 hours for a total fee of $2,970.50. Telephone conferences with J. 1.90 1,605.50 Coughlin, B. Champoux, S. Catlett and J. Bender regarding Kentucky improvements (0.6);.......... 4.90 2,768.50 01/08/10 JPB7 Telephone conference with J. Coughlin and B. Champoux regarding Kentucky Kingdom (1.2); prepare for same (2.3);......... 01/08/10 STC2 .............; communicate with client 1.40 1,134.00 and real estate counsel regarding fact investigation of Kentucky site (0.6);............ Response: On January 8, 2010, the Certification of Counsel Regarding Order Approving Stipulation Between Debtor, KKI, LLC and Commonwealth of Kentucky, State Property and Building Commission, Finance and Administration Cabinet and State Fair Board, Extending Deadline for Debtor to Assume or Reject Real Property Lease [Docket No. 1367]. This certification of counsel represented the agreement between the Debtor and the landlord extending the date by which the Debtor could remain on the real property known as Six Flags Kentucky Kingdom Theme Park under the current lease until April 9, 2010. Also occurring on January 8, 2010 was the hearing on the Debtors Motion to (A) Assume Certain Unexpired Leases of Nonresidential Real Property Pursuant to Section 365 of the Bankruptcy Code and (II) Set Cure Amount with Respect Thereto with an Exhibit A Cure Amounts chart attached and, on January 8th, Justin Bender further revised the proposed Order Authorizing Debtors to (A) Assume Certain Unexpired Leases of Nonresidential Real Property Pursuant to Section 365 of the Bankruptcy Code and (II) Set Cure Amount with Respect Thereto and Exhibit A Cure Amounts chart ([Docket No. 1375] entered on January 11, 2010).] Gregory Spitzer and Justin Bender had multiple communications with James Coughlin, General Counsel, Barbara Champoux of Crowell & Moring, Real Estate Counsel to Six Flags and Steven Catlett to review and discuss the settlement negotiations regarding new lease terms and a process to facilitate rejection of the lease if parties were unable to reach an agreement of a modified lease. Steve Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed on-going plan negotiations and issues with various creditor constituencies. Gregory Spitzer was the lead bankruptcy real estate partner in the case. Justin Bender was the main real estate associate working with Gregory Spitzer, responsible for daily administration of the bankruptcy real estate matters and directly involved with in preparing the requisite real estate documents in connection with the case. R. On January 6, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), and Christian Auty - CMA3 (565) (three Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 4.20 hours for a total fee of $2,982.00. 01/08/10 GES3

01/06/10

CMA3

01/06/10

PEH2

01/06/10

RMM2

01/06/10

STC2

..............; prepare for and attend telephonic meeting with SFI noteholders and interested parties (2.1);.............. .............; conference call with SFO, SFI and Committee regarding protective order (0.7);........... Conference call with counsel for SFO, SFI, debtors and Committee to discuss draft protective order (0.7);........... Conference call with all counsel regarding protective order issues (0.7);...........

7.70

4,350.50

4.30

4,085.00

2.30

1,851.50

5.00

4,050.00

Response: Pursuant to the litigation timeline identified in Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing, January 6, 2010 was designated as the deadline to produce documents. Therefore, in response to (a) the SFI Noteholders Amended First Request for Production of Documents to the Debtors, (b) the SFI Noteholders Amended Subpoena to Houlihan, (c) the Official Committee of Unsecured Creditors Request to the Debtors for Production of Documents, and (d) the Official Committee of Unsecured Creditors Subpoena to Houlihan, the Debtors and Houlihan produced documents to Brown Rudnick, counsel to the Creditors Committee; White & Case, counsel to SFI Noteholders; Akin Gump, counsel to SFO Noteholders; and Simpson Thacher, counsel to JPMorgan Chase on January 6, 2010. In connection with this production, the parties involved recognized that with regard to production of documents in this cases litigation, discovery might require the production of certain business records and other materials containing confidential and proprietary business and/or financial information or inadvertently produced documents. As the parties sought to litigate this action without jeopardizing the interests of any party in the confidentiality of this information, a protective order was negotiated among the parties. The Debtors, Creditors Committee, SFO Committee, SFI Committee, JPMorgan, as administrative agent to the senior secured lenders, The Blackstone Group L.P. as consulting expert for the agent, and the first lien lender steering committee (which consisted of JPMorgan, Eaton Vance Management, Sankaty Advisors, LLC, Taconic Capital Advisors, Beach Point Capital, Silver Point Capital, LP and Davidson Kempner Capital Management LLC) therefore agreed to produce sensitive and confidential business records, and proprietary or financial information in all proceedings relating to the confirmation of the Fourth Amended Plan or approval of the Fourth Amended Disclosure Statement. On January 7, 2010, a Certification of Counsel Regarding Protective Order Governing Confidential Material, along with a Protective Order (the Protective Order) executed by these parties [Docket No. 1359] was filed with the Court and, on January 8, 2010, the Court entered the Protective Order [Docket No. 1365]. It was, therefore, necessary that Paul Harner, Steven Catlett, Matthew Martin and Christian Auty not only be in constant communications among themselves regarding these matters, but also with these various parties as they crafted, negotiated and secured these parties agreement to and participation in the Protective Order. Multiple conference calls were held with Christopher Shore of White & Case, counsel to the SFI Noteholders, Andrew Dash, Neal DAmato, Steven Levine and Diane Nardi of Brown Rudnick,

counsel to the Creditors Committee, Deborah Newman of Akin Gump, counsel to the SFO Noteholders, Steven Fitzgerald of Simpson Thacher, counsel to JPMorgan, Anh Quach of Capital One to discuss these matters. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Matthew Martin was a senior litigation partner involved in defending current and former Six Flags executives at their respective depositions. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. S. On January 11, 2010, Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Christian Auty - CMA3 (565), and Mary Weber - MTW (530) (two Partners and two Associates) participated in a conference call. The total time spent including any preparation time was 5.80 hours for a total fee of $4,036.50. 01/11/10 CMA3 ..............; further communications with SFO group regarding same (1.2);........... ............; prepare for and attend call with interested parties (1.3);............ ...............; conference call among C. Shore, S. Catlett, A. Dash and other counsel to discuss deposition scheduling and limitations (0.7);.......... Multiple communications with committee, SFO, SFI, and lenders counsel regarding discovery and deposition planning (2.6);......... 3.20 1,808.00

01/11/10 01/11/10

MTW RMM2

7.70 1.70

4,081.00 1,368.50

01/11/10

STC2

7.40

5,994.00

Response: Pursuant to the litigation timeline identified in Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing, on January 11, 2010 all parties had to identify deponents and issue notices of depositions for the same. As lead members of the litigation team, Steven Catlett, Matthew Martin, Christian Auty and Mary Weber participated in multiple telephone conferences and email exchanges with Christopher Shore of White & Case, counsel to the SFI Noteholders, Andrew Dash of Brown Rudnick, counsel to the Creditors Committee, and Abid Qureshi and Deborah Newman of Akin Gump, counsel to SFO Noteholders to review and discuss deponent lists received, deposition scheduling and related issues in connection to the same. Paul Hastings attorneys were actively involved in the crucial negotiations with these parties to identify deponents and setting dates for depositions. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring who would also soon be involved in defending Six Flags executives Michael Antinoro, Executive Vice President, Entertainment and Marketing, James Coughlin, General Counsel, Jeffrey Speed, Executive Vice President and Chief Financial Officer, and Mark Shapiro, Chief Executive Office as well as David Preiser, Senior Managing Director at Houlihan at their

respective depositions. Matthew Martin was a senior litigation partner who was involved in defending current and former Six Flags executives Leonard Russ, Corporate Controller, Marshall Barber, Vice President, Business Planning, Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer, Liana Kuperman, Financial Reporting Manager, John Odum, Senior Vice President of Planning and Development, Jennifer DeSaegher, Corporate Manager of Planning and Analysis and former Six Flags executive, Mario Centola, Former Director of Business Planning at their respective depositions. Christian Auty and Mary Weber, as the senior associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case worked directly with Steve Catlett and Matthew Martin on the litigation and court-related aspects of the case. T. On January 11, 2010, Paul Harner - PEH2 (950), Luke Iovine - LPI (895), Jon Geier - JAG5 (775), Christian Auty - CMA3 (565), Candice Wilson - CRV (530), and Daniel Simon - DMS5 (430) (three Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 5.30 hours for a total fee of $3,769.00. 01/11/10 CMA3 ..............; prepare for and attend conference call with interested parties regarding deposition designations (0.9);......... Conference call with deposition team regarding proposed deponents and deposition scheduling (0.8);.......... Participate in team conference call regarding depositions and schedules (0.8);........... ...........; meet with deposition team regarding schedule, status and strategy (0.8) Telephone call with deposition working group regarding upcoming depositions and related matters (0.5) ..........; review, analyze and communicate with deposition team regarding legal issues, staffing and strategy (1.5);.......... 3.50 1,977.50

01/11/10

CRV

2.00

1,060.00

01/11/10

DMS5

2.00

860.00

01/11/10

JAG5

1.90

1,472.50

01/11/10

LPI

0.50

447.50

01/11/10

PEH2

8.30

7,885.00

Response: Pursuant to the litigation timeline identified in Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing, on January 11, 2010 all parties had to identify deponents and issue notices of depositions for the same. In connection with the same, multiple telephone conferences and email exchanges took place on January 11, 2010 among Paul Hastings attorneys and Christopher Shore of White & Case, counsel to the SFI Noteholders, Andrew Dash of Brown Rudnick, counsel to the Creditors Committee, and Abid Qureshi and Deborah Newman of Akin Gump, counsel to SFO Noteholders concerning the various deponents and deposition scheduling, it was also of vital importance to keep the Paul Hastings litigation team updated regarding the issues being discussed.

Paul Hastings attorneys were actively involved in the crucial negotiations with these parties to identify deponents and setting dates for depositions. However, the next step was to actually bring these decisions into action. In order to move forward with these agreed upon decisions, extensive planning was now required within some of the core parties of the Paul Hastings litigation team to effectively carry the deposition schedule forward. Therefore, multiple team conference calls and meetings were necessary among the deposition team including Paul Harner, Steven Catlett, Luke Iovine, Jon Geier, Candice Wilson, Christian Auty, Mary Weber and Daniel Simon to discuss, review and implement the strategies, logistics and staffing requirements needed to come. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Luke Iovine was the senior corporate and securities finance attorney working on subscription issues, registration rights, long term incentive plan, as well as drafting the disclosure statement and plan, and in connection with this work needed to be informed regarding same. He helped with questions related to the financing documents. Matthew Martin, who would be involved in later team conference calls and meetings, was a senior litigation partner involved in defending current and former Six Flags employees at their respective depositions. Jon Geier was a senior partner who was involved in representing the Debtors at the depositions of Andrew Sole, Managing Member of Esopus Creek Advisors, a member of the Creditors Committee, Arik Ruchim with H Partners Management, a member of the SFI Committee, Tarik Dalton with Credit Suisse, Global Credit Products division, an SFI Noteholder, Robert Dishner with Stark Investments, an SFI Noteholder, Richard Schottenfeld with the Schottenfeld Group, a member of the Creditors Committee and John Gorman, Chairman of the Board of Tejas Securities, a member of the Creditors Committee. Candice Wilson was a senior litigation associate who worked closely with Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and Christian Auty on the litigation and court-related aspects of the case. Daniel Simon was a junior associate member of the document review team, and worked with Christian Auty and Mary Weber on the administration of the document collections, litigation, ediscovery and court aspects of the case, as well as the restructuring. U. On January 12, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Christian Auty - CMA3 (565), Kate Steffy - KLS3 (530), Mary Weber - MTW (530), Michael Stefanelli MS30 (485), and Daniel Simon - DMS5 (430) (two Partners and five Associates) participated in a conference call. The total time spent including any preparation time was 11.60 hours for a total fee of $7,056.50. 01/12/10 CMA3 .............; prepare for and attend conference with M. Weber, M. Stefanelli and D. Simon regarding hearing preparations and deposition preparations (1.8);............ Attend team meeting regarding deposition preparations (1.7);......... Attend multiple meetings with C. Auty, M. Weber, C. Wilson, M. 9.40 5,311.00

01/12/10 01/12/10

DMS5 KLS3

8.50 5.50

3,655.00 2,915.00

01/12/10

MS30

01/12/10

MTW

01/12/10

PEH2

01/12/10

STC2

Stefanelli and D. Simon regarding preparations for deposition (1.7);.............. Multiple communications with deposition team regarding status of deposition preparation document review (1.7);........... Multiple communications with team regarding deposition preparations (1.7);........... .............; multiple communications with client, Houlihan and deposition team regarding same and related document reviews (1.8);........... .............; communications with client regarding depositions and case planning (1.2);...............

3.00

1,455.00

8.30

4,399.00

8.40

7,980.00

6.50

5,265.00

Response: Pursuant to the litigation timeline identified in Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing, on January 11, 2010 all parties had to identify deponents and issue notices of depositions for the same. The litigation timeline also identified January 13, 2010 as the date when the court would conduct a hearing on the scope and number of depositions. In connection with both of these deadlines, on January 12, 2010, there were multiple communications held regarding the expedited discovery schedule and planning for the January 13, 2010 hearing regarding the objections to scope and number of depositions. Paul Harner and Steven Catlett communicated extensively with Six Flags and Houlihan to discuss the deposition parties identified, proposed deposition scheduling and strategies in connection with conducting and preparing for the depositions and other discovery. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner and Steven Catlett were the main partners who comprised the trial team in preparation for the confirmation hearing. Christian Auty and Mary Weber assisted Paul Harner and Steven Catlett. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring. Christian Auty and Mary Weber also worked directly with Steven Catlett on the litigation and court-related aspects of the case. Further communications were held among the Paul Hastings litigation team, with the inclusion of core team members, Christian Auty, Mary Weber, Kate Steffy, Michael Stefanelli, and Daniel Simon. Christian Auty and Mary Weber advised Kate Steffy, Michael Stefanelli, and Daniel Simon about the earlier meet and confer conference call (See Response to Item V below) with Steven Catlett, Matthew Martin, Jon Geier, Paul Harner, counsel for the SFO Noteholders, counsel for the SFI Noteholders, counsel for the Creditors Committee, and counsel for JPMorgan Chase Bank regarding the finalized list of deponents and the necessary documents needed in preparation to defend the Debtor and Houlihan deponents and take the SFI Noteholder and Creditors

Committee depositions on the courts expedited timeframe. This conference call included discussion of e-discovery protocols and document review Kate Steffy, a mid-level associate, was a member of the document review team and also tasked with database search management for deposition preparations, privilege review and privilege logs preparations, scheduling court reporters, scheduling and confirming depositions, conference room logistics and preparation of all deposition and trial exhibits. Michael Stefanelli and Daniel Simon, both junior associates, were members of the document review team and also assisted Christian Auty with the administration of the document collections, reviews and e-discovery. V. On January 12, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Jon Geier JAG5 (775), Christian Auty - CMA3 (565), Mary Weber - MTW (530), and Daniel Simon - DMS5 (430) (three Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 13.30 hours for a total fee of $9,290.50. 01/12/10 CMA3 ............; prepare for and attend conference call with interested parties regarding deposition schedule (2.3);........... ...........; multiple communications with litigation team regarding same (1.7);........... Participate in extended telephone conference with lenders counsel, Creditors Committee, SFI and SFO committees regarding deposition lists and objections (2.2);.......... .........; prepare for and participate in telephone conference with all interested parties regarding identification of deponents (2.1);........... Prepare for and extended conference call with lenders counsel, SFI, SFO and Creditors Committee regarding deposition schedule and preparations (2.8);............ Extended telephone conferences with counsel for lenders, SFI committee, SFO committee and Committee concerning depositions (2.2);.............. 9.40 5,311.00

01/12/10

DMS5

8.50

3,655.00

01/12/10

JAG5

2.50

1,937.50

01/12/10

MTW

8.30

4,399.00

01/12/10

PEH2

8.40

7,980.00

01/12/10

STC2

6.50

5,265.00

Response: Pursuant to the litigation timeline identified in Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing, on January 11, 2010 all parties had to identify deponents and issue notices of depositions for the same. The litigation timeline also identified January 13, 2010 as the date when the court would conduct a hearing on the scope and number of

depositions. In connection with both of these deadlines, on January 12, 2010, a meet and confer telephone conference call occurred between counsel for the Debtors including Paul Harner, Steven Catlett, Jon Geier, Christian Auty and Mary Weber; counsel for the SFO Noteholders including Abid Qureshi and Deborah Newman of Akin Gump; counsel for the SFI Noteholders including Christopher Shore of White & Case; counsel for the Creditors Committee including Andrew Dash and Steven Levine of Brown Rudnick; and counsel for JPMorgan Chase Bank including Steven Fitzgerald of Simpson Thacher. Communications continued among core Paul Hastings litigation team attorneys, Paul Harner, Steven Catlett, Jon Geier, Christian Auty, and Mary Weber. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, and Jon Geier were the partners along with Mathew Martin who comprised the trial team in preparation for the confirmation hearing. Jon Geier was a senior partner involved in representing the Debtors at the depositions of Andrew Sole, Managing Member of Esopus Creek Advisors, a member of the Creditors Committee, Arik Ruchim with H Partners Management, a member of the SFI Noteholders, Tarik Dalton with Credit Suisse, Global Credit Products division, an SFI Noteholder, Robert Dishner with Stark Investments, an SFI Noteholder, Richard Schottenfeld with the Schottenfeld Group, a member of the Creditors Committee and John Gorman, Chairman of the Board of Tejas Securities, a member of the Creditors Committee. Christian Auty and Mary Weber, as the main associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case worked directly with Paul Harner, Steven Catlett, and Jon Geier on the litigation and court-related aspects of the case. Further communications continued among the Paul Hastings litigation team, with the inclusion of team member, Daniel Simon. Daniel Simon, a junior associates, assisted Christian Auty and Mary Weber as a member of the document review team helping with document collections, reviews and e-discovery. W. On January 16, 2010, Steven Catlett - STC2 (810), Jon Geier - JAG5 (775), Christian Auty CMA3 (565), Mary Weber - MTW (530), and Michael Stefanelli - MS30 (485) (two Partners and three Associates) participated in a conference call. The total time spent including any preparation time was 4.20 hours for a total fee of $2,608.00. 01/16/10 CMA3 ...........; communicate with Akin Gump working group, S. Catlett, P. Harner and J. Geier regarding offensive discovery (1.0) ..............; telephone conference with Akin Gump, Houlihan and M. Stefanelli regarding preparation for affirmative depositions (0.8) Prepare for and attend conference call with Akin Gump and Houlihan regarding depositions preparations (1.0);........... .............; participate in telephone conference regarding offensive 5.20 2,938.00

01/16/10

JAG5

1.50

1,162.50

01/16/10

MS30

5.00

2,425.00

01/16/10

MTW

1.00

530.00

01/16/10

STC2

depositions (0.7) ...............; multiple communications with Houlihan and SFO counsel regarding deposition preparation and planning (0.7)

12.00

9,720.00

Response: Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing included a litigation timeline including dates for the completion of fact witness depositions. These depositions were scheduled between January 18, 2010 and January 29, 2010. On Saturday, January 16, 2010 Paul Hastings litigation team continued its communications with Akin Gump, counsel to SFO Noteholders and Houlihan regarding strategy planning and preparations for the deponents. Since the SFO Noteholders supported the Debtors Fourth Amended Plan, counsel from Akin Gump participated in this deposition strategy session. Specifically, these professionals discussed the depositions of the representatives from the Creditors Committee including Andrew Sole, Managing Member of Esopus Creek Advisors, Richard Schottenfeld with the Schottenfeld Group, John Gorman, Chairman of the Board of Tejas Securities and representatives of the SFI Noteholders including Arik Ruchim with H Partners Management, Tarik Dalton with Credit Suisse, Global Credit Products division, and Robert Dishner with Stark Investments. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, and Jon Geier were the partners along with Mathew Martin who comprised the trial team in preparation for the confirmation hearing. Jon Geier was a senior partner involved in representing the Debtors at the depositions of Andrew Sole, Managing Member of Esopus Creek Advisors, a member of the Official Committee of Unsecured Creditors (the Creditors Committee), Arik Ruchim with H Partners Management, a member of the Ad Hoc Committee of SFI Noteholders as holders and advisors to holders of senior notes issued by Six Flags, Inc. (the SFI Committee or SFI Noteholders), Tarik Dalton with Credit Suisse, Global Credit Products division, an SFI Noteholder, Robert Dishner with Stark Investments, an SFI Noteholder, Richard Schottenfeld with the Schottenfeld Group, a member of the Creditors Committee and John Gorman, Chairman of the Board of Tejas Securities, a member of the Creditors Committee. Christian Auty and Mary Weber, as the main associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case worked directly with Paul Harner, Steven Catlett, Matthew Martin, and Jon Geier on the litigation and court-related aspects of the case. Further communications continued among the Paul Hastings litigation team, with the inclusion of team member, Michael Stefanelli. Michael Stefanelli, a junior associates, assisted Jon Geier with preparations related to the six depositions of individuals from the Creditors Committee and SFI Noteholders. X. On January 20, 2010, PEH2 (950), STC2 (810), RMM2 (810), and CMA3 (565) (three Partners and an Associate) participated in a conference call. 01/20/10 CMA3 ...........; communicate with P. Harner 7.50 4,237.50 regarding depositions strategy (0.5) 01/20/10 PEH2 Multiple communications with client, 6.10 5,795.00

01/20/10

RMM2

01/20/10

STC2

Houlihan, S. Catlett, M. Martin and C. Auty regarding deposition strategy issues, status (2.3);........ .............; telephone conferences and emails with P. Harner, S. Catlett regarding depositions, strategy (0.4);......... ..............; multiple communications with client, deposition team and Houlihan regarding confirmation litigation strategy issues (1.1)

9.60

7,728.00

5.10

4,131.00

Response: Judge Sontchis Agreed Scheduling Order set at the December 11, 2009 hearing included a litigation timeline including dates for the completion of fact witness depositions. These depositions were scheduled between January 18, 2010 and January 29, 2010. By the end of the day on January 20, 2010, the following depositions had taken place: Lenny Russ, Corporate Controller at Six Flags and Marshall Barber, Vice President of Business Planning at Six Flags in Dallas, Texas and Andrew Sole, Managing Member of Esopus Creek Advisors in Los Angeles, California. During the expedited deposition schedule, it was critical for the Paul Hastings litigation team to be in constant communication so that they could share information regarding deposition preparation sessions, results from depositions, planning and logistics issues, as well as suggest and exchange strategies to proceed. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, and Mathew Martin were the partners along with Jon Geier who comprised the trial team in preparation for the confirmation hearing. Matthew Martin and Christian Auty were members of the deposition teams for the depositions of Lenny Russ and Marshall Barber. Steve Catlett and Paul Harner were in New York preparing the senior executives of Six Flags for their depositions. Y. On January 8, 2010, Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), Ralph Arpajian - REA (860), Matthew Donaher - MMD4 (680), and Daniel Blaser - DBB4 (565) (two Partners, one Of Counsel and two Associates) participated in a conference call. The total time spent including any preparation time was 6.70 hours for a total fee of $5,439.50. 01/08/10 DBB4 Telephone conferences with M. Cohen, J. Coughlin and R. Arpajian regarding Great Escape (0.7);........... Multiple telephone conferences (0.7);........... ............; multiple telephone conferences with client, M. Cohen, M. Donaher and agents counsel regarding comments to credit agreement (3.1) ..............; telephone conference with client, M. Chernick and M. Cohen 3.50 1,977.50

01/08/10 01/08/10

MJC9 MKC

9.10 5.00

8,417.50 4,475.00

01/08/10

MMD4

8.20

5,576.00

01/08/10

REA

regarding financing issues (1.5);............ Multiple communications with M. Cohen and M. Donaher regarding Great Escape funding issues and guaranty exposure (0.7);.............

1.80

1,548.00

Response: On January 8, 2010, negotiations continued regarding financing issues and documents and multiple telephone calls were exchanged among the Paul Hastings attorneys that were involved in these matters, including Michele Cohen, Michael Chernick, Ralph Arpajian, Matthew Donaher and Daniel Blaser. Specifically, discussions centered on reviewing and commenting on the senior secured credit facilities among Six Flags entities and JP Morgan Securities Inc., Bank of America Merrill Lynch, Barclays Capital and Deutsche Bank Securities Inc., as well as the JPMorgan credit agreement in connection with negotiating the ability to fund company obligations related to Great Escapes, as well as assess the related impact. Michele Cohen participated in multiple telephone conferences and email exchanges with Six Flags executives Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel and William Thomas, Director of Corporate Finance and Treasury to keep them apprised of the on-going financing negotiations, as well as with Paul Harner, Michael Chernick and Matthew Donaher. Ralph Arpajian, Of Counsel, and associate Daniel Blaser from the real estate group, reviewed the complex real estate transaction issues involved with the Great Escape financing documents and discussed their assessments regarding same with the client, Michele Cohen, Michael Chernick and Matthew Donaher. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. Ralph Arpajian was the real estate attorney working with Michele Cohen and Michael Chernick regarding the financing issues related to Great Escapes. Daniel Blaser was a mid-level real estate associate assisting Ralph Arpajian with the analysis. Z. On January 10, 2010, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (925), Michael Chernick - MKC (895), and Matthew Donaher - MMD4 (680) (three Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 6.20 hours for a total fee of $5,550.00. 01/10/10 MJC9 ...........; multiple telephone conferences and email exchanges with J. Speed, J. Coughlin, W. Thomas, P. Harner, M. Donaher and M. Chernick regarding same (3.2) Conference call with client, M. 7.20 6,660.00

01/10/10

MKC

0.80

716.00

01/10/10

MMD4

01/10/10

PEH2

Cohen and M. Donaher regarding credit agreement open issues (0.8) Telephone conference with client, M. Cohen and M. Chernick regarding credit agreement (0.8);........... .........; multiple communications with client and M. Cohen regarding financing issues (1.4)

1.30

884.00

2.40

2,280.00

Response: On Sunday, January 10, 2010, exit financing negotiations continued and so did communications among the Paul Hastings attorneys that were involved in these matters, including Michele Cohen, Michael Chernick, and Matthew Donaher and Six Flags executives Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel and William Thomas, Director of Corporate Finance and Treasury regarding comments to the JPMorgan credit agreement. Michele Cohen and Paul Harner participated in multiple telephone conferences and email exchanges with Six Flags executives Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel and William Thomas, Director of Corporate Finance and Treasury to keep them apprised of the on-going exit financing negotiations, as well as with Michael Chernick and Matthew Donaher. It was necessary for these Paul Hastings professionals to participate in these communications due to their specialized expertise and involvement in the case. The exit financing negotiations impacted the finance team as well as the restructuring team. Paul Harner was the lead bankruptcy attorney responsible for the restructuring Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Michael Chernick was the primary corporate, leveraged finance, securities finance and capital markets attorney working with Michele Cohen regarding the secured financing and restructuring documentation. Matthew Donaher was the primary corporate associates directly involved in preparing the requisite financing documents in connection with the restructuring transaction. AA. On January 11, 2010, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (925), and Christian Auty - CMA3 (565) (two Partners and an Associate) participated in a conference call. The total time spent including any preparation time was 5.00 hours for a total fee of $4,281.50. 01/11/10 CMA3 Prepare for and attend conference call with M. Cohen, P. Harner, S. Catlett, Houlihan and client regarding Time Warner negotiations (1.1);.............. ............; multiple telephone conferences and emails with client regarding same (1.8);.......... Review outstanding exit financing issues (0.9); multiple 1.30 734.50

01/11/10

MJC9

10.90

10,082.50

01/11/10

PEH2

2.10

1,995.00

communications with client, Houlihan, M. Cohen, S. Catlett and C. Auty regarding credit agreement and exit financing issues (1.2) Response: On Monday, January 11, 2010, exit financing negotiations continued and so did communications among the Paul Hastings attorneys that were involved in these matters, including Michele Cohen, Michael Chernick, and Matthew Donaher and Six Flags executives Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel and William Thomas, Director of Corporate Finance and Treasury as well as Houlihan professionals including David Preiser, Senior Managing Director and David Hilty, Managing Director regarding comments to the JPMorgan credit agreement. Because the financing negotiations directly impacted many other aspects of this case, and with such key issues being involved, it was of the utmost importance to the key Paul Hastings attorneys to keep communications with the client and financial advisors continuous and current. Michele Cohen and Paul Harner participated in multiple telephone conferences and email exchanges with Six Flags executives Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel and William Thomas, Director of Corporate Finance and Treasury to keep them apprised of the on-going exit financing negotiations. It was necessary for these Paul Hastings professionals to participate in these communications due to their specialized expertise and involvement in the case. The exit financing negotiations impacted the finance team as well as the restructuring team. Paul Harner was the lead bankruptcy attorney responsible for the restructuring Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation aspects of the case. He worked directly with Paul Harner on the restructuring and Steven Catlett on the litigation and court-related aspects of the case.

Response Exhibit 7 Meetings: A. On February 12, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Jon Geier JAG5 (775), Christian Auty - CMA3 (565), Candice Wilson - CRV (530), Kate Steffy - KLS3 (530), and Mary Weber - MTW (530) (three Partners and four Associates) attended a meeting. The total time spent including any preparation time was 14.80 hours for a total fee of $9,625.50. 02/12/10 CMA3 ..............; prepare for and attend 8.40 conference with presentation consultant regarding same (2.5);............ ...........; participate in and attend FTI 6.50 Consulting trial presentation (1.6);........... Meeting with trial consultant (2.0) 2.00 ............; conference with FTI 17.20 Consulting, M. Weber, C. Auty, J. Geier, M. Stefanelli and J. Cooper regarding trial presentations and demonstrative exhibits (1.2);............ .............; meeting with FTI regarding 6.60 trial strategy (2.0); review expert reports in preparation for same (2.1) 5.50 Multiple telephone conferences and correspondence with client, Houlihan and litigation team regarding expert rebuttal reports (1.8);........... ...........; multiple communications 6.60 with client, litigation team and Houlihan regarding expert report analysis (1.6);............ 4,746.00

02/12/10

CRV

3,445.00

02/12/10 02/12/10

JAG5 KLS3

1,550.00 9,116.00

02/12/10

MTW

3,498.00

02/12/10

PEH2

5,225.00

02/12/10

STC2

5,346.00

Pursuant to the ligation timeline set out in Judge Sontchis Agreed Scheduling Order Response: at the December 11, 2009 hearing, February 12, 2010 was the scheduled deadline for delivery of expert rebuttal reports (Rebuttal Reports) in response to the assumptions and conclusions expressed in the Expert Reports prepared as of February 5th. At the clients request Steven Catlett and Paul Harner were in New York and worked directly with Houlihan and the client to finalize the Rebuttal Report. Houlihans and Lazard Frres, financial advisors to the SFO Noteholders, separate Rebuttal Report pertained to the valuation assumptions and conclusions expressed in the Expert Reports of Chanin Capital Partners, financial advisors to the SFO Noteholders, and Peter J. Solomon, financial advisors to the Creditors Committee. Peter J. Solomons and Chanins separate Rebuttal Report pertained to the valuation assumptions and conclusions expressed in the Expert Reports of Houlihan and Lazard Frres. The separate Rebuttal Reports of Houlihan and Lazard Frres pertained to the valuation

assumptions and conclusions expressed in the Expert Reports of Peter J. Solomon and Chanin Capital Partners. In Chicago, the litigation team held a meeting with FTI Consulting. FTI Consulting was the firm that the Debtors used initially for the trial graphics work for the confirmation hearing. This litigation team meeting was to discuss the reports and strategize ideas for effective exhibits and demonstratives for use at trial. The Rebuttal Reports and Expert Reports were reviewed, discussed and analyzed among key members of the Paul Hastings litigation team Jon Geier, Christian Auty, Mary Weber, Candice Wilson, Kate Steffy, and Jeremy Cooper, Practice Support Senior Analyst in Paul Hastings Chicago office in detail related to trial preparations. At this meeting, the litigation team divided up responsibilities for the trial preparation including a separate team for expert depositions, the twenty-five fact depositions, confirmation brief writing, and for discovery and exhibits, expert depositions, witness examinations, confirmation brief writing, fact testimony, discovery and exhibits. Steven Catlett, Paul Harner, Jon Geier, Christian Auty, Mary Weber, Candice Wilson, and Kate Steffy were all members of the trial team. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, and Jon Geier were the partners along with Mathew Martin who comprised the trial team in preparation for the confirmation hearing. Jon Geier was a senior partner involved in representing the Debtors at the depositions of Andrew Sole, Managing Member of Esopus Creek Advisors, a member of the Official Committee of Unsecured Creditors (the Creditors Committee), Arik Ruchim with H Partners Management, a member of the Ad Hoc Committee of SFI Noteholders as holders and advisors to holders of senior notes issued by Six Flags, Inc. (the SFI Committee or SFI Noteholders), Tarik Dalton with Credit Suisse, Global Credit Products division, an SFI Noteholder, Robert Dishner with Stark Investments, an SFI Noteholder, Richard Schottenfeld with the Schottenfeld Group, a member of the Creditors Committee and John Gorman, Chairman of the Board of Tejas Securities, a member of the Creditors Committee. Jon Geier also led the meeting with FTI Consulting discussing the Expert Reports, Rebuttal Reports, and effective use of both at trial. Christian Auty and Mary Weber, as the main associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case worked directly with Paul Harner, Steven Catlett, Matthew Martin, and Jon Geier on the litigation and court-related aspects of the case. Candice Wilson was a senior litigation associate who worked closely with Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Christian Auty, Mary Weber, and Candice Wilson were the senior associates assisting with the trial preparations. Kate Steffy, a mid-level associate and member of the document review team, was also tasked with database search management for deposition preparations, privilege review and privilege logs preparations, scheduling court reporters, scheduling and confirming depositions, conference room logistics and preparation of all deposition and trial exhibits. B. On February 23, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Christian Auty - CMA3 (565), Candice Wilson - CRV (530), Kate Steffy KLS3 (530), Mary Weber - MTW (530), and Daniel Simon - DMS5 (430) (three Partners and five Associates) attended meetings in New York. The total time spent including any preparation and non-working travel time was 43.90 hours for a total fee of $20,881.75.

02/23/10

CMA3

02/23/10

CRV

02/23/10

DMS5

02/23/10

KLS3

02/23/10

MTW

02/23/10

PEH2

02/23/10

RMM2

02/23/10

STC2

....................; multiple communications with P. Harner, M. Martin and working group regarding witness list and trial strategy (2.3);........ ...............; conferences with trial preparation team regarding witness list and exhibit list (1.4);.............. Multiple conferences with litigation team regarding witness list, trial exhibits and court strategy (3.2);........... Multiple conferences with trial team regarding trial exhibit and strategy (2.5);............ .........; internal litigation team strategy meeting regarding confirmation hearing (2.1);................. Conference call with Houlihan, FTI Consulting, S. Catlett and C. Auty regarding trial preparation and demonstrative exhibits (0.7); conference call with Houlihan team, S. Catlett and R. Martin regarding case planning and trial strategy (1.3); multiple conferences, telephone conferences and correspondence with client and litigation team regarding trial strategy and witness and exhibit lists (1.9);........... Conference call with T. Lauria, D. Preiser, S. Catlett, P. Harner and others regarding settlement (1.3); conference call with Houlihan, FTI Consulting, S. Catlett, P. Harner and C. Auty to discuss trial preparation, graphics (0.7);............; multiple conferences with S. Catlett, P. Harner, C. Auty, M. Weber and others to discuss hearing preparation, witness and exhibit lists and strategy (1.4);.............. ................; communicate with Houlihan team regarding trial presentation of experts and related

9.10

5,141.50

8.80

4,664.00

8.30

3,569.00

12.50

6,625.00

8.50

4,505.00

11.60

11,020.00

6.00

4,830.00

3.20

2,592.00

02/21/10 02/22/10

CMA3 CRV

02/22/10 02/23/10 02/23/10 02/23/10

RMM2 DMS5 MTW STC2

strategy issues (1.9) Non-working travel to New York (4.7 hrs. billed @ rate) Non-working travel from Atlanta to New York for trial preparation (3.0 hrs. billed @ rate) Non-working travel from Atlanta to New York (4.0 hrs. billed at rate) Non-working travel from Chicago to New York (4.5 hrs. billed at rate) Non-working travel from Chicago to New York (3.5 hrs. billed @ rate) Non-working travel from New York to Chicago after trial preparation meetings (3.5 hrs. billed @ rate)

4.70 3.00

1,327.75 795.00

4.00 4.50 3.50 3.50

1,610.00 967.50 927.50 1,417.50

Response: Pursuant to the Agreed Scheduling Order litigation timeline set by the court at the December 11, 2009 hearing, February 24, 2010 was the deadline to designate trial witnesses and exhibits. At the request of the client (and since Six Flags corporate office is located in New York), it was determined to be most efficient to convene the litigation team at Paul Hastings New York office to work on all aspects of trial preparation, especially with regard to the February 24th deadline for trial witnesses and exhibits. Thus, Chicago trial team attorneys Steven Catlett, Christian Auty, Mary Weber and Daniel Simon and Atlanta team attorneys Matthew Martin and Candice Wilson all traveled to New York. Since Kate Steffy could handle the exhibit preparation for trial from Chicago, she did not travel with the litigation team to New York at this time. Paul Harner, Steven Catlett and Matthew Martin held multiple conference calls with Six Flags executives Mark Shapiro, Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel and William Thomas, Director of Corporate Finance and Treasury, David Preiser, Senior Managing Director and David Hilty, Managing Director of Houlihan, Thomas Lauria of White & Case, counsel to the SFI Noteholders, as well as with the Paul Hastings litigation team to review trial preparations, trial graphics, the selection of witnesses and exhibits and trial strategies. In addition, Matthew Martin had multiple communications with Abid Qureshi and Deborah Newman of Akin Gump, counsel to the SFO Noteholders and Steven Fitzgerald of Simpson Thacher, counsel to JPMorgan regarding witness and exhibit lists. Steven Catlett, Paul Harner, Matthew Martin, Christian Auty, Mary Weber, Candice Wilson, Kate Steffy, and Daniel Simon were all members of the trial team. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, and Matthew Martin were the partners along with Jon Geier who comprised the trial team in preparation for the confirmation hearing. Matthew Martin was responsible for the presenting John Odum, Senior Vice President of Planning and Development and Marshall Barber, Vice President, Business Planning from Six Flags and cross examining Anders Maxwell, the Creditors Committees expert from PJS. Christian Auty and Mary Weber, as the main associates responsible for the daily case administration and restructuring, as well as the litigation, document

collections, reviews, productions and e-discovery aspects of the case worked directly with Paul Harner, Steven Catlett, Matthew Martin, and Jon Geier on the litigation and court-related aspects of the case. Candice Wilson was a senior litigation associate who worked closely with Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Christian Auty, Mary Weber, and Candice Wilson were the senior associates assisting with the trial preparations. Kate Steffy, a mid-level associate and member of the exhibit and graphics team, who was also tasked with database search management for deposition preparations, scheduling court reporters, conference room logistics and preparation of all deposition and trial exhibits. Daniel Simon, a junior associates, was a member of the brief writing team and exhibits team and also assisted Christian Auty and Mary Weber with the administration of the case generally. C. On February 25, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Christian Auty - CMA3 (565), Candice Wilson - CRV (530), and Daniel Simon - DMS5 (430) (three Partners and three Associates) attended meetings in New York. The total time spent including any preparation and non-working travel time was 41.60 hours for a total fee of $23,265.25. 02/25/10 CMA3 Prepare for and attend conference with working group and client regarding trial strategy (1.1);...........; conference call with working group regarding direct testimony strategy (1.4);............ Multiple conferences and communications with working group team and client regarding further trial preparation (2.7); conferences with same regarding J. Speed direct examination outline (2.2);............. .............; multiple conferences with litigation team regarding same and trial preparation (1.4) ...........; multiple extended conference calls and correspondence with client, Houlihan, S. Catlett, M. Martin and C. Auty to review hearing preparations, trial strategy and case planning issues (3.5); further conferences, telephone conferences and correspondence with litigation team regarding same (3.2);........... .............; conference call with S. Catlett and Akin Gump to discuss trial preparation, strategy (0.6);.........; conference call with J. 5.40 3,051.00

02/25/10

CRV

9.00

4,770.00

02/25/10

DMS5

8.40

3,612.00

02/25/10

PEH2

10.20

9,690.00

02/25/10

RMM2

5.90

4,749.50

02/25/10

STC2

02/25/10 02/26/10 02/26/10

DMS5 CMA3 RMM2

Speed, M. Shapiro, D. Hilty, P. Harner, S. Catlett and others to discuss status, trial strategy (0.7); conference call with S. Catlett, P. Harner and team to discuss trial preparation, strategy (1.2);........... Extended and multiple communications with client, Houlihan and litigation team regarding witness and exhibit lists and other trial planning issues (6.7);............ Non-working travel from New York to Chicago (6.0 hrs. billed at rate) Non-working travel to Chicago (6.9 hrs. billed @ rate) Non-working travel from New York to Atlanta (4.0 hrs. billed @ rate)

9.70

7,857.00

6.00 6.90 4.00

1,290.00 1,949.25 1,610.00

Response: After the February 25th deadline for trial witnesses and exhibits, work continued with regard to all aspects of trial preparation and Matthew Martin, Christian Auty and Daniel Simon returned to their respective offices. Attorneys began in earnest to work on preparing pre-trial and confirmation hearing briefs and review and analyze of witness and exhibit lists received from other parties. Multiple conference calls were held among Paul Harner, Steven Catlett, Matthew Martin and Mark Shapiro, Chief Executive Officer and Jeffrey Speed, Executive Vice President and Chief Financial Officer and individuals at Houlihan including David Hilty, Managing Director to discuss trial preparations. Paul Hastings attorneys participated in multiple internal meetings and conference calls to discuss the review of deposition transcripts and exhibits, outlines, expert reports and rebuttal reports in preparation for confirmation trial and expert and fact witness depositions. In addition to these topics, the attorney discussed direct examination strategy for the Six Flags witnesses and David Hilty. Steven Catlett, Paul Harner, Matthew Martin, Christian Auty, Candice Wilson, and Daniel Simon were all members of the trial team. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Paul Harner, Steven Catlett, and Mathew Martin were the partners along with Jon Geier who comprised the trial team in preparation for the confirmation hearing. Christian Auty, was the lead associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case worked directly with Paul Harner, Steven Catlett, Matthew Martin, and Jon Geier on the litigation and court-related aspects of the case. Candice Wilson was a senior litigation associate who worked closely with Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Christian Auty and Candice Wilson along with Mary Weber were the senior associates assisting with the trial preparations. Daniel Simon, a junior associates, was a member of the brief writing team and exhibits team and also assisted Christian Auty and Mary Weber with the administration of the case generally.

D. On March 18, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Christian Auty - CMA3 (565), and Mary Weber - MTW (530) (two Partners and two Associates) attended settlement discussions. The total time spent including any preparation time was 36.40 hours for a total fee of $26,236.00. 03/18/10 CMA3 Prepare for and attend settlement discussions (5.3); including multiple extended communications with working group regarding same (3.9) Prepare for and attention to settlement discussions, including and multiple extended communications regarding same with working group (9.2) All-day negotiations and meetings, including board of directors meeting, regarding potential settlement with SFI ad hoc noteholders committee (11.3) Attention to plan negotiations, including extended and multiple communications with client, working group team and Houlihan regarding SFI term sheet (6.7);.............. 9.20 5,198.00

03/18/10

MTW

9.20

4,876.00

03/18/10

PEH2

11.30

10,735.00

03/18/10

STC2

8.30

6,723.00

Response: On March 18, 2010, the parties advised the court that there was a potential settlement between the SFI Noteholders and the Debtors with the support of the Creditors Committee. As such, Judge Sontchi decided to adjourn the confirmation hearing on the Debtors Fourth Amended Plan at that time so that the parties could have the opportunity to reach a consensual deal with greater recoveries for all creditor groups. The parties left the courthouse and returned to the Debtors local counsels office to continue in negotiations towards a deal. Settlement negotiations with the SFI Noteholders lasted the entire day and into the evening regarding the following items: ability to exit chapter 11 with new debt financing to be comprised of first lien term debt provided by JPMorgan, second lien debt similar to that offered by Goldman Sachs and UBS, and a revolver to be provided for by JPMorgan. In addition, Six Flags the term sheet provided: Six Flags would receive new equity capital to be raised by SFI Noteholders, such as a fully backstopped rights offering to purchase common equity, delayed draw commitment to purchase common equity that will remain available at the discretion of the new board until June 2011, conversion into common equity of claims in respect of SFO notes held by SFI Noteholders that will automatically upsize if the Court awards postpetition interest to the SFO Noteholders and purchase of common equity by the SFI Noteholders backstoppers at the same buy-in as the rights offering. As the settlement negotiations were critical at this time in the case, it was necessary to have Paul Harner and Steven Catlett communicating with the client, individuals from Houlihan including David Preiser, Senior Managing Director, the Six Flags board of directors, and counsel for the SFI Noteholders. Paul Harner was the lead bankruptcy attorney responsible for the restructuring.

Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as the litigation working directly with Paul Harner and Steven Catlett. Due to the time sensitive nature of these negotiations, it was imperative that Christian Auty and Mary Weber attend the settlement negotiations to receive real time information in order to properly document the various aspects of the agreement with a nuanced understanding. E. On January 14, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Ryan Lewis - REH (670), Christian Auty - CMA3 (565), Candice Wilson CRV (530), Kate Steffy - KLS3 (530), Mary Weber - MTW (530), Michael Stefanelli - MS30 (485), Daniel Simon - DMS5 (430), Jeffrey Sand - JBS6 (430), and Allison Eissing - ALE (260) (three Partners, eight Associates and a Paralegal) attended a meeting in Chicago. The total time spent including any preparation and non-working travel time was 95.90 hours for a total fee of $49,362.50. 01/14/10 ALE Prepare for and attend team conference regarding deposition preparation (6.0);............. Review and revise preparation materials for team meeting (1.4);.............; prepare for and conduct all hands strategy session (4.8);........... Participate in attorney conference to discuss discovery planning and strategy (6.0) Prepare for and participate telephonically in team meeting regarding deposition planning, preparations and strategy (6.3) Attorney team meeting to discuss discovery planning and strategy (6.0) Prepare for (2.0) and attend meeting with P. Harner, S. Catlett, M. Martin, R. Lewis, C. Auty, J. Cooper, M. Weber, M. Stefanelli, D. Simon, J. Sand, C. Wilson and A. Eissing regarding upcoming depositions (6.0);............ ...........; participate in team strategy meeting (4.5) Draft litigation summary in preparation for team strategy meeting (1.7); attend litigation strategy 7.40 1,924.00

01/14/10

CMA3

9.40

5,311.00

01/14/10

CRV

6.00

3,180.00

01/14/10

DMS5

6.30

2,709.00

01/14/10 01/14/10

JBS6 KLS3

6.00 10.50

2,580.00 5,565.00

01/14/10 01/14/10

MS30 MTW

9.50 8.40

4,607.50 4,452.00

01/14/10

PEH2

01/14/10 01/14/10 01/14/10

REH RMM2 STC2

01/14/10

CRV

01/14/10

CRV

01/14/10

JBS6

01/14/10

JBS6

01/14/10

REH

01/14/10

REH

01/14/10

RMM2

01/14/10

RMM2

01/15/10

PEH2

meeting (6.0);........... Prepare for and meeting in Chicago with deposition team to review fact witness deposition preparations and strategy (6.9);......... Attend attorney meeting to discuss discovery planning and strategy (6.0) Attend attorney meeting to review discovery planning and strategy (6.0) Participate in extended team meeting regarding detailed review of strategy issues to prepare for fact witness depositions (4.2);........... Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) Non-working travel from Atlanta to Chicago for discovery planning and strategy conference (2.5 hrs. billed @ rate) Non-working travel from Chicago to Atlanta after conference (2.5 hrs. billed @ rate) Non-working travel from Chicago to Baltimore after Six Flags meeting (2.1 hrs billed @ rate)

9.20

8,740.00

6.00 6.00 6.10

4,020.00 4,830.00 4,941.00

2.50

662.50

2.50

662.50

2.50

537.50

2.50

537.50

2.50

837.50

2.50

837.50

2.50

1,006.25

2.50

1,006.25

2.10

997.50

Response:

On December 11, 2010, Judge Sontchi outlined a litigation timeline identifying

critical dates leading up to the two-week confirmation hearing in March. On January 14, 2010, Paul Harner and Steven Catlett led an initial all-day litigation strategy meeting with the entire litigation team in Paul Hastings Chicago office. The meeting was timely as it followed Judge Sontchis January 13, 2010 hearing regarding objections to deposition and other discovery issues. Paul Harner traveled from New York and Matthew Martin, Candice Wilson, Ryan Lewis, and Jeffrey Sand traveled from Atlanta. Matthew Martin, Candice Wilson, Ryan Lewis, and Jeffrey Sand were additions to the Chicago Paul Hastings trial team. The following attorneys were present from the Chicago office: Steven Catlett, Christian Auty, Mary Weber, Kate Steffy, Michael Stefanelli, Daniel Simon. Allison Eissing, a paralegal, was also present from the Chicago office. Due to the complex nature of this case and the expedited discovery process, new members were added to the Six Flags team. As new members were added to the Six Flags team, it was necessary to have a group meeting to discuss Six Flags corporate, debt, and capital structures, a brief timeline of events for the bankruptcys seven month history, and the Debtors key themes for litigation. Because the trial preparations were directly impacted by many other aspects of this case, it was of the utmost importance for these Paul Hastings attorneys to keep communications continuous. The litigation team also discussed the need for certain subgroups within the litigation team for the expert depositions, the twenty-five fact depositions, the confirmation brief writing, and for discovery and exhibits. The meeting was held in the Chicago office since a majority of the litigation team present in that office. Judge Sontchis litigation timeline included the following dates that were discussed at this initial meeting: Deadline to Identify Deponents. The parties shall issue all January 11, 2010 notices of deposition on or before January 11, 2010. January 13, 2010 at Hearing on Objections to Depositions. The court shall 10:00 a.m. (Eastern conduct a hearing on the scope and number of depositions on January 13, 2010 at 10:00 a.m. (Eastern Standard Time). Standard Time) Fact Witness Depositions. The parties shall complete fact January 19, 2010 witness depositions from January 19, 2010 through January January 29, 2010 29, 2010. February 5, 2010 Deadline to Issue Expert Reports. The parties shall provide expert reports for any issue on which they bear the burden of proof on or before February 5, 2010. All reports shall provide the information required by Fed. R. Civ. P. 26(a)(2)(B). February 12, 2010 Rebuttal Reports. The parties shall provide rebuttal reports on or before February 12, 2010. February 16, 2010 Expert Witness Depositions. The parties shall complete expert witness depositions from February 16, 2010 through February 22, 2010 February 22, 2010. February 24, 2010 Deadline to Designate Trial Witnesses and Exhibits. The parties shall designate trial witnesses and exhibits on or before February 24, 2010. March 8, 2010 Confirmation Hearing. March 19, 2010 Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring

and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Steven Catlett defended David Hilty, Managing Director, and David Preiser, Senior Managing Director from Houlihan at their depositions as well as the following former Six Flags individuals: Mark Shapiro, Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel, and Michael Antinoro, Executive Vice President Entertainment and Marketing at Six Flags. Paul Harner defended former Six Flags individuals: Lou Koskovolis, Executive Vice President Corporate Alliances, William Thomas, Director of Corporate Finance and Treasury, William Prip, Senior Vice President Corporate Finance & Treasurer, and Mark Quenzel, FormerExecutive Vice President Park Strategy and Management at Six Flags. Matthew Martin was a senior litigation partner involved in defending the following current and former Six Flags executives at their respective depositions: Lenny Russ, Corporate Controller, Marshall Barber, Vice President, Business Planning, Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer, Liana Kuperman, Financial Reporting Manager, John Odum, Senior Vice President of Planning and Development, Jennifer DeSaegher, Corporate Manager of Planning and Analysis and former Six Flags executive, Mario Centola, Former Director of Business Planning. Candice Wilson was the senior litigation associates who worked closely with Matthew Martin. Candice Wilson assisted with the pre-trial and litigation aspects of the case as well. Ryan Lewis was a senior litigation associate who worked closely with Paul Harner during the fact witness depositions held in New York. Jeffrey Sand, a junior associate, worked with Ryan Lewis, Candice Wilson, and Matthew Martin in connection with the pre-trial and litigation aspects of the case. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and Christian Auty on the litigation and court-related aspects of the case. Kate Steffy, a mid-level associate and member of the document review team, was also tasked with database search management for deposition preparations, privilege review and privilege logs preparations, scheduling court reporters, scheduling and confirming depositions, conference room logistics and preparation of all deposition and trial exhibits and paralegal, Allison Eissing, assisted Kate Steffy in connection with these projects. Daniel Simon and Michael Stefanelli, both junior associates, were members of the document review team as well as the confirmation brief writing team and assisted Christian Auty and Mary Weber with the administration of the document collections, reviews, and e-discovery. F. On January 6, 2010, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (925), and Steven Catlett - STC2 (810) (three Partners) attended a meeting. The total time spent including any preparation time was 9.00 hours for a total fee of $8,112.50. 01/06/10 MJC9 Attend meeting with client, financial advisors and representatives of SFI creditors led by T. Lauria (2.5); prepare for same (1.0);........... Prepare for and meeting with client, Houlihan and SFI committee advisors regarding potential plan negotiations (3.0);............. 4.30 3,977.50

01/06/10

PEH2

7.20

6,840.00

01/06/10

STC2

Attend meeting with client, Houlihan and SFI committee advisors regarding possible plan negotiations (2.5);.........

3.00

2,430.00

Response: On January 6, 2010, a critical meeting in these bankruptcy cases was held in Paul Hastings New York Office between representatives for the Debtors and representatives for the SFI Noteholders. Paul Harner, Steven Catlett, and Michele Cohen met with Mark Shapiro, Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer of Six Flags, individuals from Houlihan including David Preiser, Senior Managing Director, David Hilty, Managing Director, and John-Paul Hanson, Director, among other individuals from Houlihan, Thomas Lauria of White & Case, counsel to SFI Noteholders, and John Madden, Russell Belinsky, Ryan Bouley of Chanin Capital Partners, among others SFI Noteholder representatives. This meeting was held to discuss the SFI Noteholders ability to raise debt and equity financing and the potential for a deal between the Debtors and the SFI Noteholders. The SFI Noteholder representatives discussed a forthcoming SFI plan proposal with financing proposals from Goldman Sachs and UBS. At the clients request, Michele Cohen, Paul Harner, and Steven Catlett attended this critical meeting with the representatives from the SFI Noteholders. Michele Cohen was the lead corporate attorney responsible for the secured financing negotiations with the investment banks and their respective counsel. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies.

Response Exhibit 8.

Hearings and Depositions: Hearings A. On February 16, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), and Christian Auty - CMA3 (565) (three Partners and an Associate) participated in a telephonic court hearing. The total time spent including any preparation time was 5.00 hours for a total fee of $3,057.00. 02/15/10 CMA3 Conference with S. Catlett and P. Harner regarding court hearing and litigation strategy (0.5) Review issues regarding February 16 hearing (0.5) Prepare for and attend telephonic hearing regarding discovery of commitment and fee letters (1.3);.......... Participate in telephonic court hearing (0.8); review documents in preparation for same (0.5);........... Participate in telephonic court conference with counsel for SFO, SFI and others regarding discovery dispute (0.8); communicate with C. Auty in preparation for telephonic conference with the court (0.2) Participate in telephone court conference regarding discovery issues (0.4);............ 0.50 282.50

02/15/10 02/16/10

PEH2 CMA3

0.50 1.60

475.00 904.00

02/16/10

PEH2

2.20

2,090.00

02/16/10

RMM2

1.00

805.00

02/16/10

STC2

0.70

567.00

Pursuant to a letter dated February 11, 2010 from Deborah Newman of Akin Gump, Response: counsel to the SFO Noteholders, to Judge Sontchi a telephonic hearing was scheduled, with Matthew Martin speaking on behalf of the Debtors. This hearing was scheduled and held in connection with the SFI Noteholders refusal to produce documents relating to its efforts to raise debtor and equity financing for the Debtors. On February 16, 2010, the Court ordered the SFI Noteholders to produce to Akin Gump, counsel to SFO Noteholders, and Lazard Frres, financial advisors to SFO Noteholders, only the fully executed backstop agreement and the draft commitment letter. It was necessary for Paul Harner, Steven Catlett, Matthew Martin, and Christian Auty to participate in this telephone conference as they were leaders of the Six Flags trial team. At this time, these members were all in New York preparing for expert depositions. Since Matthew Martin would be an integral member of the trial team in Delaware, Paul Harner and Steven Catlett thought that it was important for the court to become increasingly familiar with Matthew Martin. As such,

he began appearing along with Steven Catlett and Paul Harner at the hearings. Matthew Martins role at trial was extensive. At this time in the case, he prepared to conduct direct examinations of Marshall Barber, Vice President, Business Planning at Six Flags and John Odum, Senior Vice President of Planning and Development at Six Flags, and cross examine Anders Maxwell, the Creditors Committees expert from PJS during the confirmation hearing. Because of this, Matthew Martin participated telephonically. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Steven Catlett defended David Hilty, Managing Director, and David Preiser, Senior Managing Director from Houlihan at their depositions as well as the following former Six Flags individuals: Mark Shapiro, Chief Executive Officer, Jeffrey Speed, Executive Vice President and Chief Financial Officer, James Coughlin, General Counsel, and Michael Antinoro, Executive Vice President Entertainment and Marketing at Six Flags. Paul Harner defended former Six Flags individuals: Lou Koskovolis, Executive Vice President Corporate Alliances, William Thomas, Director of Corporate Finance and Treasury, William Prip, Senior Vice President Corporate Finance & Treasurer, and Mark Quenzel, Former Executive Vice President Park Strategy and Management at Six Flags. Matthew Martin was a senior litigation partner involved in defending the following current and former Six Flags executives at their respective depositions: Lenny Russ, Corporate Controller, Marshall Barber, Vice President, Business Planning, Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer, Liana Kuperman, Financial Reporting Manager, John Odum, Senior Vice President of Planning and Development, Jennifer DeSaegher, Corporate Manager of Planning and Analysis and former Six Flags executive, Mario Centola, Former Director of Business Planning. Christian Auty was the senior associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case, and also worked directly with Steven Catlett, Paul Harner, and Matthew Martin on the litigation and court-related aspects of the case. B. On February 19, 2010, Paul Harner - PEH2 (950), Matthew Martin - RMM2 (805), Christian Auty - CMA3 (565), Candice Wilson - CRV (530), and Mary Weber - MTW (530) (two Partners and three Associates) participated in a telephonic hearing. The total time spent including any preparation time was 5.50 hours for a total fee of $3,636.00.

02/19/10 02/19/10 02/19/10

CMA3 CRV MTW

02/19/10

PEH2

02/19/10

RMM2

Telephonically attend omnibus hearing (0.7);...... Prepare for and telephonically attend omnibus hearing (1.2) Participate in telephonic court hearing regarding confirmation and discovery matters (1.7) Participate in telephonic omnibus hearing (0.7); review documents in preparation for same (0.5);........... Telephonically attend omnibus hearing on pending matters (0.7)

1.10 1.20 1.70

621.50 636.00 901.00

2.10

1,995.00

0.70

563.50

Response: The key matters scheduled to be heard at the February 19, 2010 hearing were the Debtors Motion for an Order Extending Their Exclusive Period in Which to Solicit Votes on the Debtors Chapter 11 Plan of Reorganization [Docket No. 1471] and the Motion of the Official Committee of Unsecured Creditors to Compel Mediation Prior to Confirmation Hearing [Docket Nod. 1542]. Paul Harner and Christian Auty attended the hearing in-person and Matthew Martin, Candice Wilson and Mary Weber participated telephonically, as well as James Coughlin, General Counsel and Danielle Bernthal, Assistant General Counsel from Six Flags. Because this was such a key issue and would significantly impact the case, key litigation team attorneys participated in this hearing. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Matthew Martin was a senior litigation attorney assisting with the litigation aspect of this bankruptcy. Along with Steven Catlett, Paul Harner and Matthew Martin presented the Debtors case to Judge Sontchi during the confirmation hearing. Candice Wilson was the senior litigation associates who worked closely with Matthew Martin and assisted with the pre-trial and litigation aspects of the case. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as the litigation working closely with Steven Catlett, Paul Harner and Matthew Martin during the confirmation hearing. C. On January 8, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Christian Auty - CMA3 (565), and Mary Weber - MTW (530) (two Partners and two Associates) attended a telephonic hearing. The total time spent including any preparation time was 13.20 hours for a total fee of $9,897.50. 01/08/10 CMA3 Prepare for and attend telephonic omnibus hearing (1.8); multiple communications with A. Irgens regarding same (0.2); multiple communications with M. Weber regarding same (0.4); review KKI stipulation regarding same (0.5) Participate in telephonic omnibus hearing (1.8); prepare for hearing and communicate with C. Auty regarding same (0.4) Participate in telephonic omnibus hearing (1.9); review documents in preparation for same (1.4); communicate with client regarding same (0.5) Attend omnibus hearing (1.9); prepare for court hearing, including review of pending motion and final agenda (2.4) 2.90 1,638.50

01/08/10

MTW

2.20

1,166.00

01/08/10

PEH2

3.80

3,610.00

01/08/10

STC2

4.30

3,483.00

Response: At the January 8, 2010 omnibus hearing, there were several items discussed with the judge, however, the significant, contested motion being heard was the Creditors Committee Motion to Compel the SFO Noteholders Committee to Comply with Federal Rule of Bankruptcy Procedure 2010 [Docket No. 1283]. Stephen Catlett appeared telephonically on behalf of the Debtors. Since significant issues were involved, Paul Harner, Christian Auty and Mary Weber participated telephonically, along with Jeffrey Speed, Executive Vice President and Chief Financial Officer and James Coughlin, General Counsel of Six Flags as well. This hearing started at 4:00 p.m. and ended at 5:53 p.m.. Motion was denied by the Court and an Order Denying Motion to Compel [Docket No. 1378] was entered on January 11, 2010. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as the litigation, working closely with Steven Catlett and Paul Harner. D. On January 13, 2010, Paul Harner - PEH2 (950), Steven Catlett - STC2 (810), Christian Auty - CMA3 (565) and Mary Weber - MTW (530) (two Partners and two Associates) attended a hearing. The total time spent including any preparation time was 30.20 hours1 for a total fee of $18,227.50.

01/12/10

PEH2

01/13/10 01/13/10

CMA3 MTW

01/13/10

PEH2

01/13/10

STC2

01/13/10

CMA3

01/13/10

CMA3

Review hearing agenda, documents regarding January 13 omnibus hearing (2.2) Prepare for and attend hearing regarding discovery matters (4.8) Prepare for and participate in telephonic hearing on fact discovery depositions (2.8); communicate with local counsel regarding same (0.2) Prepare for and participate in telephonic court hearing regarding discovery matters (3.1);........... Attend court hearing on confirmation discovery issues (2.4); prepare for oral argument at court hearing (2.1) Non-working travel from Chicago to Delaware for court hearing (4.1 hrs. billed @ rate) Non-working travel to Chicago after court hearing (3.7 hrs. billed @ rate)

2.20

2,090.00

4.80 3.00

2,712.00 1,590.00

4.60

4,370.00

4.50

3,645.00

4.10

1,158.25

3.70

1,045.25

Time for this entry was located in the following project categories - (i) Court Hearings and (ii) Non-working Travel.

01/13/10

PEH2

01/13/10

STC2

Non-working travel from New York 1.80 to Chicago for Six Flags meeting (1.8 hrs billed @ rate) Non-working travel to and from 5.40 Delaware and return trip to Chicago regarding court hearing (5.4 hrs. billed @ rate)

855.00

2,187.00

Response: Pursuant to the confirmation litigation timeline set by the court at the December 11, 2009 hearing and the subsequent Agreed Scheduling Order in connection with the Fourth Amended Plan, the January 13, 2010 hearing was scheduled regarding the scope of the depositions and objections in connection with same. Also Judge Sontchi set January 11, 2010 as the deadline to issue notices of depositions. On January 11, 2010, the SFI Noteholders noticed approximately 26 depositions; the Creditors Committee noticed approximately 24 depositions; the SFO Noteholders noticed approximately 6 depositions; and the Debtors noticed approximately 12 depositions. The Agreed Scheduling order set aside two weeks for the fact witness depositions. Due to the expedited timeframe, at the January 13, 2010 hearing, counsel for all parties presented argument to support their requested deposition notices. Judge Sontchi advised the parties that the two weeks would not be expanded and that they would need to get all depositions done in that specified period of time. Paul Harners travel on January 13, 2010 was in connection with meeting held on January 14, 2010 as further discussed in above (see Meetings - Question E). Steven Catlett and Christian Auty traveled to Wilmington, Delaware on January 13 to participate at the January 13 hearing and returned home to Chicago the same day, after the hearing. Steven Catlett represented the Debtors at the hearing with Christian Auty assisting him in connection with necessary key documents. Since this hearing pertained to the proposed depositions each constituency proposed, and as key members of the litigation trial team, Paul Harner and Mary Weber participated telephonically at this hearing in order to receive real time information in order to properly document the various aspects of the discovery hearing with a nuanced understanding. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as the litigation, working closely with Steven Catlett, Paul Harner and Matthew Martin during the confirmation hearing. E. On March 5, 2010, Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Christian Auty - CMA3 (565), and Christopher Allen - CA12 (360) (two Partners and two Associates) attended a pre-trial and omnibus hearing. The total time spent including any preparation and nonworking travel time was 20.80 hours2 for a total fee of $9,190.00. 03/05/10 03/05/10
2

CA12 CMA3

Prepare for and attend pre trial and omnibus hearing (2.1) Attend telephonic hearing regarding

2.10 1.50

756.00 847.50

Time for this entry was located in the following project categories - (i) Court Hearings and (ii) Non-Working Travel.

03/05/10 03/05/10

RMM2 STC2

03/03/10

RMM2

03/05/10

CA12

03/05/10

RMM2

03/05/10

RMM2

03/05/10

STC2

pre-trial matters (1.5) Prepare for and attend final pretrial and omnibus hearing (2.0) Appear at final pretrial and omnibus hearing, including related preparation (1.6) Non-working travel from Atlanta to New York for hearing preparation (4.0 hrs. billed @ rate) Non-working travel from Delaware to New York (3.6 hrs. billed @ rate) Non-working travel from New York to Wilmington for pre-trial proceedings (1.5 hrs. billed @ rate) Non-working travel from Wilmington to New York after pre-trial proceedings (1.5 hrs. billed @ rate) Non-working travel to and from Delaware for pre-trial hearing (3.0 hrs. billed @ rate)

2.00 1.60

1,610.00 1,296.00

4.00

1,610.00

3.60

648.00

1.50

603.75

1.50

603.75

3.00

1,215.00

Response: The March 5, 2010 hearing was a pre-trial conference to set the parameters for the hearing on the confirmation of the Fourth Amended Plan. This conference was held in Judge Sontchis chambers. Since all matters were resolved in chambers, Judge Sontchi and counsel for the Creditors Committee, SFI Noteholders, SFO Noteholders, and the Debtors did not need to enter appearances on the record. At the conclusion of the chambers conference, the court call operator informed the telephonic participants as to the status. During the chambers conference, counsel for all parties discussed the witness lists and the exhibits lists as well as the general status and plan for the two-week March confirmation hearing. By way of background, pursuant to Judge Sontchis Agreed Scheduling Order, February 24, 2010 was the deadline for all parties including the Debtors, SFO Noteholders, SFI Noteholders, and Creditors Committee to designate their witness lists and exhibit lists for the March confirmation hearing. These parties exchanged their exhibit and witness lists as well as their subsequent objections to the same. The March 5, 2010 hearing resolved these objections. Steven Catlett and Matthew Martin appeared at the pre-trial conference on behalf of the Debtors with the assistance of Christopher Allen. Since Matthew Martin would be an integral member of the trial team in Delaware, Steven Catlett thought that it was important for the court to become increasingly familiar with Matthew Martin. This was the first hearing where Matthew Martin appeared before Judge Sontchi in Delaware. Christopher Allen, a junior litigation associate, appeared on behalf of the Debtors at Daniel M. Snyders deposition on March 5, 2010 in Wilmington, Delaware. After the deposition was over, Christopher Allen went to the courthouse to assist Steven Catlett and Matthew Martin at the pre-trial hearing. Christian Auty participated in the pre-trial conference telephonically.

Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Along with Steven Catlett and Paul Harner, Matthew Martin, a senior litigation partner presented the Debtors case to Judge Sontchi during the confirmation hearing. In addition to conducting the direct examinations of Marshall Barber, Vice President of Business Planning and Analysis from Six Flags and Senior Vice President of Planning and Development from Six Flags, Matthew Martin also prepared the cross examination of Anders Maxwell, Managing Director of PJS and the Creditors Committees expert who never took the stand due to advanced negotiations with the SFI Noteholders that resulted in a new agreement between the Debtors and the SFI Noteholders. Christian Auty was the lead associate responsible for the daily case administration and restructuring, as well as the litigation, working closely with Steven Catlett, Paul Harner and Matthew Martin during the confirmation hearing. Christopher Allen, a junior litigation associate, was a member of the document review team, assisted the senior litigators during the confirmation hearing, and was responsible for the preparation of all deposition and trial exhibits. F. We note that twelve firm members, Paul Harner - PEH2 (950), Michele Cohen - MJC9 (925), Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Igor Timofeyev IVT (670), Christian Auty CMA3 (565), Candice Wilson CRV (530), Mary Weber MTW (530), Michael Stefanelli MS30 (485), Daniel Simon DMS5 (430), Christopher Allen CA12 (360) and Allison Eissing ALE (260) (four Partners, seven Associates, and a Paralegal) attended the confirmation hearings. The total time spent, including travel time, was 557.70 hours for a total fee of $331,425.25.

03/08/10 03/08/10 03/08/10 03/08/10 03/08/10

CMA3 DMS5 PEH2 RMM2 STC2

03/09/10 03/09/10 03/09/10 03/09/10 03/09/10 03/09/10

CMA3 CRV MTW PEH2 RMM2 STC2

Prepare for and attend trial (9.7) Prepare for and attend court (12.5) Prepare for and participate in confirmation trial (9.4) Prepare for and attend day one of plan confirmation hearings (8.0) Appear at confirmation hearing and extended related preparation tasks, including witness meetings (16.8) Prepare for and attend confirmation trial (7.5) Attend confirmation hearing (1.7) Prepare for (0.6) and attend confirmation hearing (7.6) Prepare for and participate in confirmation trial (8.9) Attend day two of the plan confirmation hearings (4.0) Appear at confirmation hearing, including extended related preparation and client, Houlihan and

9.70 12.50 9.40 8.00 16.80

5,480.50 5,375.00 8,930.00 6,440.00 13,608.00

7.50 1.70 8.20 8.90 4.00 14.50

4,237.50 901.00 4,346.00 8,455.00 3,220.00 11,745.00

03/10/10 03/10/10 03/10/10

ALE CMA3 CRV

03/10/10 03/10/10 03/10/10 03/10/10

MTW PEH2 RMM2 STC2

03/11/10

ALE

03/11/10 03/11/10 03/11/10 03/11/10 03/11/10 03/11/10 03/11/10 03/11/10

CA12 CMA3 CRV MS30 MTW PEH2 RMM2 STC2

03/12/10

ALE

03/12/10

CMA3

03/12/10 03/12/10 03/12/10

DMS5 MTW PEH2

local counsel meetings (14.5) Attend the confirmation hearing (2.6) Prepare for and attend confirmation hearing (5.3) Prepare for and attend confirmation hearing (9.0); conferences regarding expert cross examination and deposition designations (1.5) Participate in confirmation hearing (7.0) Prepare for and participate in confirmation trial (9.2) Prepare for and attend day three of plan confirmation hearing (7.8) Appear at confirmation hearing, including extended witness preparation, and exhibit and evidence review regarding confirmation hearing (15.7) Attend confirmation hearing (4.5) and prepare, organize debtor, SFI and SFO trial exhibits for same(6.7) Attend confirmation hearing (5.2) Prepare for and telephonically attend court hearing (2.3) Attend confirmation hearing (4.5) Attend court hearing (4.0) Participate in confirmation hearing (4.5) Prepare for and participate in confirmation trial (5.9) Attend day three of the plan confirmation hearing (4.5) Appear at confirmation hearing, including extended witness preparation strategy meetings (15.4) Attend confirmation hearing (3.9); organize debtor and SFI trial exhibits for same (3.0) Prepare for and attend hearing and in camera conferences regarding same (6.7) Prepare for and attend hearing (7.5) Prepare for (0.4) and attend confirmation hearing (6.4) Prepare for and participate in

2.60 5.30 10.50

676.00 2,994.50 5,565.00

7.00 9.20 7.80 15.70

3,710.00 8,740.00 6,279.00 12,717.00

11.20

2,912.00

5.20 2.30 4.50 4.00 4.50 5.90 4.50 15.40

1,872.00 1,299.50 2,385.00 1,940.00 2,385.00 5,605.00 3,622.50 12,474.00

6.90

1,794.00

6.70

3,785.50

7.50 6.80 6.50

3,225.00 3,604.00 6,175.00

03/12/10

STC2

03/15/10 03/15/10 03/15/10 03/15/10 03/15/10

CMA3 MTW PEH2 RMM2 STC2

03/16/10 03/16/10

CMA3 CRV

03/16/10 03/16/10 03/16/10 03/16/10 03/16/10

DMS5 MTW PEH2 RMM2 STC2

03/17/10 03/17/10

CMA3 CRV

03/17/10 03/17/10

PEH2 STC2

confirmation trial (6.5) Attend confirmation hearing, including related extended communications with client, Houlihan team, local counsel and witnesses in preparation (8.3) Prepare for and attend confirmation hearing (7.5) Attend B. Ridings expert testimony court hearing (4.0) Prepare for and participate in confirmation trial (9.6) Prepare for and attend plan confirmation hearings (10.0) Appear at confirmation hearing, including multiple communications with trial team, client and local counsel regarding trial strategy issues (8.2) and review analysis of related filings (3.7) Prepare for and attend confirmation hearing (9.7) Prepare for and attend D. Hilty expert testimony at confirmation hearing (5.0) Attend confirmation hearing (7.5) Attend hearing regarding D. Hilty expert testimony (4.0) Prepare for and participate in confirmation trial (9.90) Attend plan confirmation hearings (6.5) Appear at confirmation hearing, including extended, multiple communications with client, trial team and witnesses regarding confirmation strategy issues (9.2) Prepare for and attend confirmation hearing (8.5) Attend direct examination of R. Belinksy at confirmation hearing (4.2) Prepare for and participate in confirmation trial (9.8) Appear for debtors at confirmation trial, including multiple

8.30

6,723.00

7.50 4.00 9.60 10.00 11.90

4,237.50 2,120.00 9,120.00 8,050.00 9,639.00

9.70 5.00

5,480.50 2,650.00

7.50 4.00 9.90 6.50 9.20

3,225.00 2,120.00 9,405.00 5,232.50 7,452.00

8.50 4.20

4,802.50 2,226.00

9.80 1.70

9,310.00 1,377.00

03/18/10 03/18/10 03/18/10 03/18/10

CRV DMS5 IVT PEH2

03/18/10 03/18/10 03/19/10 03/19/10 03/19/10 03/19/10

RMM2 STC2 CRV DMS5 PEH2 RMM2

03/19/10

STC2

03/01/10 03/01/10

DMS5 STC2

03/03/10

CRV

03/07/10

ALE

03/07/10

CMA3

03/07/10

CRV

03/07/10

DMS5

communications with client, Houlihan and local counsel (1.7) Prepare for and attend confirmation hearing (3.2) Attend court hearing (2.0) Prepare for and attend confirmation hearing (0.9) Prepare for and participate in suspended plan confirmation hearings (2.9) Attend plan confirmation proceedings (3.0) Appear at court hearing, including related client communications (2.4) Prepare for and attend confirmation hearing (3.5) Attend court hearing (2.5) Related chambers conferences and court proceedings (2.0) Attend plan confirmation proceedings, including conferences with the court and among counsel for all parties (3.5) Attend multiple chambers conferences with court and related confirmation proceedings, including related communications (2.7) Non-working travel from Chicago to New York (4.0 hrs. billed @ rate) Non-working travel from Chicago to New York for trial (3.5 hrs. billed @ rate ) Non- working travel from Atlanta to New York for trial preparation (3.0 hrs. billed @ rate) Non-working travel from Chicago to Delaware for trial (7.5 hrs. billed @ rate) Non-working travel from New York to Delaware for trial (4.0 hrs. billed @ rate) Non-working travel to Delaware for confirmation hearing (2.5 hrs. billed @ rate) Non-working travel from New York to Delaware for trial (3.0 hrs. billed

3.20 2.00 0.90 2.90

1,696.00 860.00 603.00 2,755.00

3.00 2.40 3.50 2.50 2.00 3.50

2,415.00 1,944.00 1,855.00 1,075.00 1,900.00 2,817.50

2.70

2,187.00

4.00 3.50

860.00 1,417.50

3.00

795.00

7.50

975.00

4.00

1,130.00

2.50

662.50

3.00

645.00

03/07/10

MS30

03/07/10

MTW

03/07/10

PEH2

03/07/10

RMM2

03/08/10

CA12

03/12/10

ALE

03/12/10 03/12/10 03/12/10 03/12/10

CA12 DMS5 MS30 MTW

03/12/10

PEH2

03/12/10

RMM2

03/12/10

STC2

03/14/10

DMS5

03/14/10 03/14/10

MTW PEH2

@ rate) Non-working travel from New York to Delaware for trial (3.0 hrs. billed @ rate) Non-working travel from New York to Wilmington for trial (2.5 hrs. billed @ rate) Non-working travel from New York to Wilmington for confirmation trial (3.1 hrs. billed @ rate) Non-working travel from New York to Wilmington for trial (2.5 hrs. billed @ rate) Non-working travel to Delaware for confirmation hearing (1.0 hrs. billed @ rate) Non-working travel from Philadelphia to Chicago (8.0 hrs. billed at rate) Non-working travel from Delaware to Chicago (9.2 hrs. billed @ rate) Non-working travel from Delaware to Chicago (7.5 hrs. billed @ rate) Non-working travel from Delaware to Chicago (7.5 hrs. billed @ rate) Non-working travel from Delaware to Connecticut (3. 5 hrs. billed @ rate)) Non-working travel from Wilmington to New York for witness preparation and J. Madden deposition (2.6hrs. billed @ rate) Non-working travel from Wilmington to Atlanta (5.0 hrs. billed at 1/2) Non-working travel from Wilmington after confirmation hearing (3.0 hrs. billed at rate) Non-working travel from Chicago to Delaware for trial (6.0 hrs. billed @ rate) Non-working travel to Wilmington for trial (2.9 hrs. billed @ 1/2 rate) Non-working return travel to Wilmington for trial (2.3 hrs. billed @ rate)

3.00

727.50

2.50

662.50

3.10

1,472.50

2.50

1,006.25

1.00

180.00

8.00

1,040.00

9.20 7.50 7.50 3.50

1,656.00 1,612.50 1,818.75 927.50

2.60

1,235.00

5.00

2,012.50

3.00

1,215.00

6.00

1,290.00

2.90 2.30

768.50 1,092.50

03/14/10 03/14/10

RMM2 STC2

03/19/10

CMA3

03/19/10

CRV

03/19/10 03/19/10 03/19/10

DMS5 MTW PEH2

03/19/10

RMM2

03/19/10

STC2

03/08/10 03/11/10

MJC9 MJC9

03/14/10

MJC9

03/19/10

MJC9

Non-working travel to Wilmington for trial (5.0 hrs. billed @ 1/2 rate) Non-working travel to Delaware for confirmation trial (4.0 hrs. billed @ rate) Non-working travel from Wilmington to Chicago (5.1 hrs. billed @ rate) Non-working travel from Wilmington to Atlanta (4.0 hrs. billed @ rate) Non-working travel from Delaware to Chicago (6.3 hrs. billed @ rate) Non-working travel from Delaware (4.7 hrs. billed @ rate) Non-working return travel from Wilmington (2.1 hrs. billed @ 1/2 rate) Non-working travel from Wilmington to Atlanta (4.0 hrs. billed @ rate) Non-working travel from Wilmington to Chicago after confirmation hearings (3.5 hrs. billed @ rate) Monitor trial and attend to financing issues regarding same (2.0 ) Monitor confirmation hearing (3.9); review documents regarding issues raised in same (2.2) Monitor confirmation hearing (3.0); review documents regarding issues raised in same (1.5) Monitor hearing (2.2)

5.00 4.00

2,012.50 1,620.00

5.10

1,440.75

4.00

1,060.00

6.30 4.70 2.10

1,354.50 1,245.50 997.50

4.00

1,610.00

3.50

1,417.50

2.00 6.10

1,850.00 5,642.50

4.50

4,162.50

2.20

2,035.00

After ten months of complex bankruptcy proceedings, Judge Sontchi held a twoResponse: week confirmation hearing on the Debtors Fourth Amended Plan beginning on March 8, 2010 and concluding on March 19, 2010. This plan was proposed with the support of the SFO Noteholders. The SFI Noteholders and the Creditors Committee did not support the Debtors plan. As such, this hearing was highly contested with each of these four groups presenting argument, witnesses, and experts. Judge Sontchi anticipated this and cleared his scheduled setting aside two weeks for the hearing. At clients request, Paul Hastings assembled an inter-departmental core team of attorneys from multiple practice areas to meet the clients expectations and inherent demands of trial. As in any complex reorganization, this core team was assembled in the beginning of the case and, by the confirmation hearings in March 2010, had been comprehensively working together as a tight,

cohesive unit. To best serve the client at this critical and strategic stage in this case, this wellhoned Paul Hastings team was assembled in Wilmington to support all aspects of the confirmation hearing. While the senior attorneys, Paul Harner, Steven Catlett and Matthew Martin attended the court hearings, Igor Timofeyev, Candice Wilson, Christian Auty, Mary Weber, Michael Stefanelli, Daniel Simon, Christopher Allen and paralegal, Allison Eissing attended certain hearings in support roles to these partners. Their combined knowledge of the litigation documents was invaluable in assisting the partners each day in securing necessary information in the most timely and efficient manner. Also, the ability to effectively adjust during the progression of a case is one of a law firms most valuable assets. With this support team in place, the client and the partners were well served throughout the confirmation hearings in this regard. During the hearings and, additionally, after each days hearing, this team worked diligently with the partners to re-evaluate, re-assess and prepare for each days new challenges and new witnesses. However, while the confirmation hearings were taking place, work also continued in other aspects of the case, as with the on-going financial negotiations. Therefore, Michele Cohen, the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel, also telephonically monitored the confirmation hearings at the clients request. On March 8, 2010 and at the beginning of each day of the confirmation hearing going forward, Judge Sontchi held a conference with counsel for all parties in his chambers. The purpose of this conference each day was to advise Judge Sontchi as to settlement negotiations, developments in the case, and any issues relating to the presentation of evidence at the confirmation hearing. On March 8, 2010, the first day of the confirmation hearing, Paul Harner, Steven Catlett and Matthew Martin attended the hearing on behalf of the Debtors with Christian Auty and Daniel Simon supporting them. Jeffrey Speed, Executive Vice President and Chief Financial Officer from Six Flags was called as a witness and was examined by Steven Catlett and cross-examined by Abid Qureshi of Akin Gump, counsel to SFO Noteholders and Christopher Shore of White & Case, counsel to SFI Noteholders. On March 9, 2010, Paul Harner and Steven Catlett appeared on behalf of the Debtors with Candice Wilson, Christian Auty and Mary Weber assisting them. Jeffrey Speed continued on the stand and was cross-examined by Christopher Shore of White & Case, counsel to the SFI Noteholders, Andrew Dash of Brown Rudnick, counsel to the Creditors Committee and Abid Qureshi of Akin Gump, counsel to the SFO Noteholders. John Odum, Senior Vice President of Planning and Development from Six Flags was then called as a witness and examined by Matthew Martin. On March 10, 2010, Paul Harner, Steven Catlett and Matthew Martin appeared for the Debtors with Candice Wilson, Christian Auty, Mary Weber and paralegal, Allison Eissing in assistance. Matthew Martin continued his examination of John Odum, who was then crossexamined by Jeremy Coffey of Brown Rudnick, counsel to the Creditors Committee, and Christopher Shore of White & Case. Marshall Barber, Vice President of Business Planning and Analysis from Six Flags was then called as a witness and examined by Matthew Martin and crossexamined by Jeremy Coffey and Christopher Shore. Mark Shapiro, Chief Executive Office of Six Flags was then called as a witness and questioned by Abid Qureshi of Akin Gump, counsel to the SFO Noteholders. On March 11, 2010, Paul Harner, Steven Catlett and Matthew Martin represented the Debtors at the hearing [with Candice Wilson, Christian Auty, Michael Stefanelli, Christopher Allen and paralegal, Allison Eissing assisting them]. Mark Shapiro continued as a witness and was further examined by Abid Qureshi and cross-examined by Christopher Shore.

On March 12, 2010, Paul Harner, Steven Catlett and Matthew Martin attended the hearing on behalf of the Debtors with Christian Auty, Mary Weber, Daniel Simon and paralegal, Allison Eissing assisting. Mark Shapiro continued as a witness and was further cross-examined by Christopher Shore and then cross-examined by Andrew Dash of Brown Rudnick, counsel to the Creditors Committee. On March 15, 2010, Paul Harner, Steven Catlett and Matthew Martin represented the Debtors at the hearing with Christian Auty and Mary Weber assisting. Barry Ridings, Vice Chairman of Investment Banking from Lazard was called as a witness and examined by Abid Qureshi of Akin Gump, counsel to the SFO Noteholders and cross-examined by Andrew Dash of Brown Rudnick and Christopher Shore of White & Case. On March 16, 2010, Paul Harner, Steven Catlett and Matthew Martin appeared on behalf of the Debtors with Candice Wilson, Christian Auty, Mary Weber and Daniel Simon assisting. David Hilty, Managing Director of Houlihan was called as a witness and examined by Paul Harner and Deborah Newman of Akin Gump, counsel to the SFO Noteholders. On March 17, 2010, Paul Harner and Matthew Martin represented the Debtors at the hearing with Christian Auty and Candice Wilson attending. David Hilty continued as a witness and was cross-examined by Andrew Dash and Christopher Shore. Russell Belinsky, Senior Managing Director of Chanin Capital Partners was then called as a witness and examined by Andrew Hammond of Brown Rudnick, counsel to the Creditors Committee. On March 18, 2010, during the pre-hearing conference in Judge Sontchis chambers, the parties advised the court that there was a potential settlement between the SFI Noteholders and the Debtors with the support of the Creditors Committee. As such, Judge Sontchi decided to adjourn the confirmation hearing on the Debtors Fourth Amended Plan at that time so that the parties would have the opportunity to reach a consensual deal with greater recoveries for all creditor groups. Appearing on behalf of the Debtors at the pre-hearing conference were Paul Harner, Steven Catlett, and Matthew Martin. In Judge Sontchis courtroom, Igor Timofeyev, Candice Wilson, and Daniel Simon were preparing for that days trial go forward. Specifically, they were preparing for Russell Belinskys cross examination (Senior Managing Director of Chanin Capital Partners) and Ander Maxwells direct examination (Managing Director of PJS). At the March 19, 2010 hearing, Paul Harner, Steven Catlett and Matthew Martin again met with Judge Sontchi and counsel for all other parties in chambers. Thereafter, Paul Harner, Steven Catlett, and Matthew Martin with the assistance of Candice Wilson and Daniel Simon appeared on behalf of the Debtors. At this time, Paul Harner asked the Court to suspend the confirmation hearing on the Debtors currently proposed Plan as the Debtors expected to file plan modifications reflecting a new agreement between the parties, in particular between the Debtors and the SFI Noteholders with the support of the Creditors Committee. Paul Harner and Thomas Lauria, counsel for the SFI Noteholders, outlined the terms of the new agreement. Paul Harner was the lead bankruptcy attorney responsible for the restructuring. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Along with Steven Catlett and Paul Harner, Matthew Martin, a senior litigation partner presented the Debtors case to Judge Sontchi during the confirmation hearing. As a note, Matthew Martin also prepared the cross examination of Anders Maxwell, Managing Director of PJS and the Creditors Committees expert who never took the stand due to advanced negotiations with the SFI Noteholders that resulted in a new agreement between the Debtors and the SFI Noteholders. Candice Wilson was the senior litigation associates who worked closely with

Matthew Martin and assisted with the pre-trial and litigation aspects of the case. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as the litigation working closely with Steven Catlett, Paul Harner and Matthew Martin during the confirmation hearing. Michael Stefanelli, Daniel Simon and Christopher Allen, all junior associates and members of the document review team, were also tasked with preparation of all deposition and trial exhibits along with paralegal, Allison Eissing. Igor Timofeyev, a mid-level associate, was the lead associate on the confirmation brief writing team. Daniel Simon and Michael Stefanelli also assisted Igor Timofeyev on the confirmation brief writing team as well as Christian Auty and Mary Weber with the administration of the litigation. Prior to and during the confirmation hearings, demonstrative trial exhibits were organized, prepared and readied for submittal to the witnesses each day. In addition, all throughout the confirmation hearings, financial negotiations continued. Also during the confirmation proceedings, on March 12, 2010, the Debtors filed their Objection to the Motion in Limine Filed by the SFI Committee on March 4, 2010 [Docket No. 1792], Debtors' Opposition to SFI Noteholders' Motion in Limine to Exclude Evidence Regarding the Board of Directors of Six Flags, Inc. [Docket No. 1793] and Debtors' Response to SFI Noteholders' Motion to Strike Portion of the Debtors' PreTrial Brief in Support of Confirmation of the Debtors' Plan of Reorganization [Docket No. 1794] G. On March 26, 2010, Michele Cohen - MJC9 (925), Steven Catlett - STC2 (810), Angelique Crain - AMC5 (670), Mary Weber - MTW (530), and Daniel Simon - DMS5 (430) (two Partners and three Associates) attended a telephonic hearing. The total time spent including any preparation time was 10.80 hours3 for a total fee of $7,931.00. Attend telephonic court hearing (0.9) 0.90 603.00 Participate in telephonic hearing 1.00 430.00 (1.0) 03/26/10 MTW Prepare for hearing (1.9); participate 3.60 1,908.00 in telephonic hearing (1.1);.......... 03/26/10 STC2 Prepare for and attend court hearing 2.60 2,106.00 on debtors emergency motion on revoting (1.3);............. 03/26/10 MJC9 ..............; participate in telephonic 11.40 10,545.00 hearing (4.6) The March 26, 2010 hearing was an emergency telephonic hearing pertaining to the Response: Emergency Motion for Order Fixing Period of Time to Amend Voting on the Debtors Proposed Modified Fourth Amended Plan and Scheduling a Confirmation Hearing [Docket No. 1867]. On March 26, 2010, prior to the hearing, the SFO Noteholders filed two pleadings: SFO Committee's Motion to File Under Seal Objection Its Objection to the Debtors' Emergency Motion for an Order Fixing a Period of Time to Amend Voting on the Debtors' Proposed Modified Fourth Amended Plan of Reorganization and Scheduling a Confirmation Hearing Pursuant to Federal Bankruptcy Rule 9018 [Docket 1878] and the Filed Under Seal - Objection of the SFO Committee to the Debtors' Emergency Motion for an Order Fixing a Period of Time to Amend Voting on the Debtors' Proposed Modified Fourth Amended Plan of Reorganization and Scheduling a Time for this entry was located in the following project categories - (i) Court Hearings and (ii) Financing/Cash Collections.
3

03/26/10 03/26/10

AMC5 DMS5

Confirmation Hearing [Docket No. 1877]. Resilient Capital Management, LLC, as holder of Debtors preferred income equity redeemable shares, also filed their Opposition to Debtors' Emergency Motion for an Order Fixing a Period of Time to Amend Voting on the Debtors' Proposed Modified Fourth Amended Plan of Reorganization and Scheduling a Confirmation Hearing [Docket NO. 1876]. Steven Catlett participated in the hearing on behalf of the Debtors. However, since the results of this hearing could directly affect the work being conducted with regard to a modified plan, Michele Cohen, Angelique Crain, Mary Weber and Daniel Simon also participated telephonically at this hearing. In addition, it was important to have multiple attorneys participate telephonically as this was a highly contested hearing since the Debtors had not yet filed their Modified Fourth Amended Plan. Further, the hearing would determine whether the Debtors would need to have another disclosure statement hearing and resolicit votes or whether they would go forward with a continued confirmation hearing. Steven Catlett discussed the modifications to the Debtors Fourth Amended Plan, the opportunity to revote, a proposed scheduled related to the same, and a suggested deadline when the Debtors would file their Modified Fourth Amended Plan. After hearing argument from Abid Qureshi, counsel to the SFO Noteholders, Steven Levine, counsel to the Creditors Committee, John Cunningham, counsel to the SFI Noteholders, and Eric Fisher, counsel to Resilient Capital Management, LLC, the court ordered that a disclosure statement hearing would not be necessary, that the SFO Noteholders could conduct limited discovery on the modifications to the forthcoming Modified Fourth Amended Plan, and that the confirmation hearing on the Debtors Modified Fourth Amended Plan would be considered an continuation of the twoweek long confirmation hearing that occurred in March 2010. He also held that Resilient did not have a seat at the table after not complying with the litigation timeline set out in Judge Sontchis Agreed Scheduling order from December 2009. Finally, the Court set a timeline for the confirmation hearing: March 29, 2010 to file the Debtors Modified Fourth Amended Plan, April 28, 2010 at 9:00 a.m. for the confirmation hearing; April 7, 2010 for the voting deadline; and April 22, 2010 for objections to the Debtors Modified Fourth Amended Plan with responses due April 26, 2010. As the deadlines affected both the financing documents as well as the restructuring documents, it was necessary to have Steven Catlett, Michele Cohen, Angelique Crain, Mary Weber, and Daniel Simon participate telephonically. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Michele Cohen was the lead corporate attorney responsible for the financing negotiations with the investment banks and their respective counsel. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the disclosure statement and plan. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett and Christian Auty on the litigation and court-related aspects of the case. Daniel Simon was a junior associate, who assisted Christian Auty and Mary Weber on the daily case administration as well as a member of the document review team. H. On March 31, 2010, Steven Catlett - STC2 (810), Angelique Crain - AMC5 (670), and Christian Auty - CMA3 (565) (a Partner and two Associates) attended a telephonic hearing. The

total time spent including any preparation time was 1.90 hours for a total fee of $1,273.00. 03/31/10 03/31/10 AMC5 CMA3 Participate in telephonic hearing 0.50 regarding scheduling order (0.5) Prepare for and attend telephonic 1.30 hearing regarding scheduling order (0.8);................ Attend court conference on motion to 2.50 reschedule voting and related scheduling issues (0.6);.............. 335.00 734.50

03/31/10

STC2

2,025.00

Response: On March 31, 2010, there was a telephonic hearing before Judge Walsh as Judge Sontchi was on vacation. This hearing was in response to the confirmation timeline set by Judge Sontchi at the March 26, 2010 hearing. Judge Sontchis confirmation timeline was dependent on the Debtors filing their Modified Fourth Amended Plan by March 29, 2010. As mentioned above various times, the Debtors filed a plan on March 29, 2010 that was withdrawn from the docket minutes later due to around the clock developing negotiations with the SFI Noteholders and the SFO Noteholders. At the hearing, Steven Catlett requested that the Court enter a tendered scheduling order notwithstanding the plan modifications not being filed. The Debtors advised the court that the plan modifications would be filed within the week and would not materially affect the confirmation hearing as originally scheduled for April 28, 2010 by Judge Sontchi. Again, since the Debtors had reached a deal with the SFI Noteholders supported by the Creditors Committee, the SFO Noteholders pushed back on every issue presented by the Debtors. As such, this was another contested hearing that could have materially altered the confirmation timeline. As the courts deadlines affected both the financing documents as well as the restructuring documents, it was necessary to have Steven Catlett, Angelique Crain, and Christian Auty participate telephonically. Steven Catlett was the lead litigation attorney responsible for the courtrelated aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Angelique Crain was the senior associate working on subscription issues, registration rights and long term incentive plan as well as drafting the plan. Christian Auty was the lead associate responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett on the litigation and court-related aspects of the case.

Depositions: I. On March 17 and 19, 2010, Steve Catlett - STC2 (810), Candice Wilson - CRV (530), and Mary Weber - MTW (530) (a Partner and two Associates) attended the deposition of Narain. The total time spent including any preparation time was 36.30 hours for a total fee of $23,551.00. 03/16/10 03/16/10 MTW STC2 Prepare for D. Narain deposition (8.6);............ Prepare for D. Narain deposition, including review and analyze document production (2.9) 11.00 2.90 5,830.00 2,349.00

03/17/10

MTW

03/17/10

STC2

03/19/10 03/19/10

CRV STC2

Prepare for D. Narain deposition, including extended document review (5.3); participate in D. Narain deposition (6.0);........... Prepare for D. Narain deposition, including extended document review (6.7); conduct deposition (5.3) Attend deposition of D. Narain telephonically (1.0) Attend D. Narain deposition (0.5)

12.20

6,466.00

12.00

9,720.00

1.00 0.50

530.00 405.00

Response: On March 17, 2010, Steven Catlett took the deposition of Dhruv Narain, Managing Director of Gold Sachs, Group, Inc. regarding the financing for the proposed SFI plan. His deposition took place in the offices of Richards, Layton & Finger in Wilmington, Delaware. Due to the expedited trial schedule, Dhruv Narains deposition was not able to be completed in one sitting. His deposition was continued on March 19, 2009 at the New York office of Latham & Watkins. Latham & Watkins represented Goldman Sachs, Group, Inc. in this case. On March 17, 2010, in attendance were Steven Catlett and Mary Weber representing the Debtors, as well as Jeffrey Speed, Executive Vice President and Chief Executive Office of Six Flags, David Hilty and Drew Talarico of Houlihan, Shaya Rochester of Akin Gump, counsel to the SFO Noteholders, Christopher Shore and David Suggs of White & Case, counsel to the SFI Noteholders, Diane Nardi of Brown Rudnick, counsel to the Creditors Committee and David Brodsky, Richard Levy and Jennifer Greenberg of Latham & Watkins, counsel to Goldman Sachs. At this deposition, Mr. Narain was examined by Steven Catlett and Shaya Rochester. The second part of Mr. Narains deposition took place on March 19, 2009 at the New York office of Latham & Watkins, with Shaya Rochester continuing his examination. Also in attendance at this hearing were Christopher Shore and David Brodsky, Richard Levy and Jennifer Greenberg of Latham & Watkins. Steven Catlett and Candice Wilson appeared for the Debtors at different intervals during the deposition. On March 17, 2010, it was necessary to have Steven Catlett and Mary Weber attend Dhruv Narains deposition as Steven Catlett conducted the examination and Mary Weber assisted with the deposition outline and supporting exhibits. On March 19, 2010, it was also necessary to have Steven Catlett and Candice Wilson appear telephonically at the second day of Dhruv Narains deposition as Steven Catlett had to leave to prepare for appear before Judge Sontchi for the final day of the confirmation hearing while the deposition continued. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, and also worked directly with Steven Catlett on the litigation and court-related aspects of the case. Similarly, Candice Wilson, a senior litigation associate, was a key member of the litigation team working closely with Matthew Martin on pre-trial and litigation aspects of the case. J. On February 19, 2010, Steven Catlett - STC2 (810), Matthew Martin - RMM2 (805), Christian Auty - CMA3 (565), and Daniel Simon - DMS5 (430) (two Partners and two Associates) attended the deposition of D. Hilty. The total time spent including any preparation and non-

working travel time was 73.60 hours4 for a total fee of $37,372.00. 02/14/10 CMA 3 Multiple communications with S. Catlett regarding preparation for expert deposition preparation and SFI discovery issue (0.4);......... Review and revise Hilty deposition preparation materials and expert rebuttal reports (2.4); prepare for and attend conference call with working group regarding deposition preparation (0.8);....... ...........; review and prepare Hilty deposition materials and reports for deposition preparation (3.8);............ Prepare for and attend Hilty deposition preparation session (4.7) Review Hilty documents in preparation for deposition (2.5); attend deposition preparation session with D. Hilty, S. Catlett (2.5) Prepare for expert witness depositions (7.7);........... Prepare and attend Hilty deposition (5.7);........... Prepare for and attend Hilty deposition (4.0) ............; conference with D. Hilty in preparation for his deposition (0.9); attend deposition of D. Hilty (1.2) Defend Hilty deposition and extended meetings regarding same (10.8) Non-working travel from Atlanta to New York for expert depositions (3.5 hrs billed at rate) Non-working travel to Louisville for meetings with KSFB and to New York for expert depositions (6.5 hrs. billed @ rate) Non-working travel from Chicago to New York (4.3 hrs billed at rate) Non-working travel to Chicago (4.4 hrs. billed @ rate) 1.20 678.00

02/15/10

CMA 3

4.60

2,599.00

02/17/10

CMA 3 CMA 3 DMS5

10.10

5,706.50

02/18/10 02/18/10

4.70 5.00

2,655.50 2,150.00

02/18/10 02/19/10 02/19/10 02/19/10

STC2 CMA 3 DMS5 RMM 2 STC2 RMM 2 STC2

9.00 6.30 4.00 3.50

7,290.00 3,559.50 1,720.00 2,817.50

02/19/10 02/15/10

10.80 3.50

8,748.00 1,408.75

02/16/10

6.50

2,632.50

02/17/10 02/19/10

DMS5 CMA 3

4.30 4.40

924.50 1,243.00

Time for this entry was located in the following project categories - (i) General Litigation and (ii) Non-Working Travel.

02/19/10 02/19/10

DMS5 RMM 2

Non-working travel from New York to Chicago (4.0 hrs. billed at rate) Non-working travel from New York to Atlanta (3.5 hrs. billed at rate)

4.00 3.50

860.00 1,408.75

Response: On February 19, 2009, the deposition of David Hilty, Managing Director of Houlihan, financial advisors and investment bankers to the Debtors, took place at Paul Hastings New York office. Attending this deposition were Steven Catlett, Matthew Martin and Christian Auty on behalf of the Debtors, with Daniel Simon assisting Christian Auty with deposition exhibits, Christopher Shore, Lydia Lin and David Suggs of White & Case, counsel to the SFI Noteholders, Andrew Dash, Steven Levine and Laura Weiss of Brown Rudnick, counsel to the Creditors Committee, Abid Qureshi and Deborah Newman of Akin Gump, counsel to the SFO Noteholders, Riley Mendoza of Simpson Thacher, counsel to JPMorgan and Ryan Bouley of Chanin Capital Partners, Rob Levy of Peter J. Solomon and David Salemi, Drew Talarico and Suraj Jain of Houlihan. Mr. Hilty was examined by Christopher Shore and Andrew Dash. As the expert depositions were on an expedited timeframe consistent with Judge Sontchis Agreed Scheduling Order, it was necessary for Paul Hastings attorneys to divide into teams to attend, defend, and take four expert depositions. Therefore, Steven Catlett, Matthew Martin, Christian Auty, and Daniel Simon met with and helped prepare David Hilty for his deposition. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Matthew Martin was a senior litigation partner involved in defending current and former Six Flags executives at their respective depositions. Matthew Martin also took the deposition of the Creditors Committees expert, Anders Maxwell, Managing Director of PJS. Christian Auty was the lead associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case, and also worked closely with Steven Catlett and Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Daniel Simon, a junior associate, was a member of the trial team assisting Christian Auty and had various responsibilities including being a member of the confirmation brief writing team. K. On February 17, 2010, Steven Catlett - STC2 (810), Christian Auty - CMA3 (565), and Candice Wilson - CRV (530) (a Partners and two Associates) attended the deposition of B. Ridings. The total time spent including any preparation and non-working travel time was 37.10 hours5 for a total fee of $20,893.50. 02/14/10 CRV Prepare SFTP portion of expert deposition outline (1.8); review expert rebuttal reports in preparation for drafting expert deposition outline (2.3);............ Prepare for expert witness depositions (5.4);........... 4.70 2,491.00

02/15/10

STC2

7.10

5,751.00

Time for this entry was located in the following project categories - (i) General Litigation and (ii) Non-Working Travel.

02/16/10

CMA3

02/16/10

CRV

02/16/10 02/17/10

STC2 CMA3

02/17/10 02/17/10 02/15/10

CRV STC2 CRV

02/19/10

CRV

Conference with P. Harner regarding deposition strategy (0.4); multiple emails and communications with working group regarding deposition preparation materials (0.4);...........; multiple conferences with working group regarding expert deposition strategy (1.9) .............; emails with S. Catlett, M. Martin, C. Auty and M. Weber regarding expert deposition preparation (1.2);............ Prepare for expert depositions (1.7) Multiple communications with working group regarding Ridings deposition (0.8); telephonically attend Ridings deposition (4.5);............ Attend B. Ridings expert deposition (9.7);........... Attend Ridings expert witness deposition (1.5);........... Non-working travel to New York for expert depositions (3.0 hrs. billed @ rate) Non-working travel back from New York (2.5 hrs. billed @ rate)

3.00

1,695.00

7.00

3,710.00

1.70 10.10

1,377.00 5,706.50

11.00 9.70 3.00

5,830.00 7,857.00 795.00

2.50

662.50

Response: On February 17, 2010, the deposition of Barry Ridings, Managing Director of Lazard Frres took place at the New York office of Akin Gump. Barry Ridings was the expert for the SFO Noteholders. As the Debtors Fourth Amended Plan was supported by the SFO Noteholders, Barry Ridings deposition testimony was crucial to the confirmation of the Debtors Fourth Amended Plan. Attending this deposition were Steven Catlett, Candice Wilson and Christian Auty on behalf of the Debtors, Andrew Dash, Steven Levine and Neal DAmato of Brown Rudnick, counsel to the Creditors Committee, Riley Mendoza of Simpson Thacher, counsel to JPMorgan, Abid Qureshi, Deborah Newman and Ira Dizengoff of Akin Gump, counsel to the SFO Noteholders and Guatam Patel and Asif Zaman of Lazard Frres, David Salemi of Houlihan, Anders J. Maxwell of PJS and Lance Laifer of Resilient Capital Management via telephone. As the expert depositions were on an expedited timeframe consistent with Judge Sontchis Agreed Scheduling Order, it was necessary for Paul Hastings attorneys to divide into teams to attend, defend, and take four expert depositions. Therefore, Steven Catlett, Candice Wilson and Christian Auty attended the deposition of Barry Ridings. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Candice Wilson was a senior litigation associate who worked closely with Matthew Martin and Steven Catlett regarding depositions as well as the pre-trial and litigation aspects of the case. Christian

Auty was the lead associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case, and also worked closely with both Paul Harner and Steven Catlett regarding depositions as well as the pre-trial and litigation aspects of the case. L. On January 18, 2010, Paul Harner - PEH2 (950), Christian Auty - CMA3 (565), and Candice Wilson - CRV (530) (a Partner and two Associates) participated in the deposition preparation sessions of Russ, Kuperman, Bradshaw and Barber. The total time spent including any preparation and non-working travel time was 17.90 hours6 for a total fee of $10,190.25. 01/18/10 CMA3 ...............; prepare for and attend general deposition preparation session for L. Russ, K. Bradshaw, M. Barber and L. Kuperman (3.7);.......... Deposition preparation session with L. Russ, M. Barber, K. Bradshaw and L. Kuperman (6.0);......... ...........; prepare for and meeting with L. Russ, L. Kuperman, K. Bradshaw and M. Barber to prepare for depositions (3.9);........... Non-working travel from Chicago to Dallas for depositions (4.3 hrs. billed @ rate) 8.10 4,576.50

01/18/10

CRV

8.90

4,717.00

01/18/10

PEH2

9.40

8,930.00

01/17/10

CMA3

4.30

1,214.75

Response: On January 18, 2010, Paul Harner, Christian Auty, and Candice Wilson participated in deposition preparation session for the Dallas Six Flags individuals including Lenny Russ, Corporate Controller, Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer of Six Flags, Marshall Barber, Vice President, Business Planning of Six Flags, and Liana Kuperman, Financial Reporting Manager of Six Flags. At the clients request, this team met and prepared the above-cited group for their depositions including extensive review of documents. The deposition of Lenny Russ, Corporate Controller of Six Flags took place on January 19, 2010 at the Dallas office of Akin Gump with Matthew Martin and Christian Auty appearing on behalf of the Debtors. Also in attendance were Jessica Budoff of Akin Gump, counsel for the SFO Noteholders, Christopher Shore and Lydia Lin of White & Case, counsel for the SFI Noteholders, Peri Zelig of Simpson Thacher, counsel to JPMorgan, Diane Nardi and Neal DAmato of Brown Rudnick, counsel to the Creditors Committee, Ryan Bouley of Chanin Capital Partners and Lance Laifer of Resilient Capital Management participating via telephone. Mr. Russ was examined by Christopher Shore and Lance Laifer. On January 20, 2010, the deposition of Marshall Barber, Vice President, Business Planning of Six Flags took place at the Dallas office of Akin Gump with Matthew Martin and Christian Auty appearing on behalf of the Debtors. Also attending this hearing were Jessica Budoff of Akin Gump, counsel for the SFO Noteholders, Christopher Shore and Lydia Lin of White & Case, counsel for Time for this entry was located in the following project categories - (i) General Litigation and (ii) Non-Working Travel.
6

the SFI Noteholders, Peri Zelig of Simpson Thacher, counsel to JPMorgan, Diane Nardi and Neal DAmato of Brown Rudnick, counsel to the Creditors Committee, Ryan Bouley of Chanin Capital Partners and Lance Laifer of Resilient Capital Management participating via telephone. Mr. Barber was examined by Christopher Shore and Diane Nardi. The deposition of Kyle Bradshaw, Senior Vice President, Finance and Chief Accounting Officer of Six Flags took place on January 21, 2010 at the Dallas office of Akin Gump. At the clients request, Paul Harner, Matthew Martin, and Candice Wilson attended this deposition on behalf of the Debtors. Also in attendance were Jessica Budoff of Akin Gump, counsel for the SFO Noteholders, Christopher Shore and Lydia Lin of White & Case, counsel for the SFI Noteholders, Peri Zelig of Simpson Thacher, counsel to JPMorgan, Diane Nardi and Neal DAmato of Brown Rudnick, counsel to the Creditors Committee, Ryan Bouley of Chanin Capital Partners and Lance Laifer of Resilient Capital Management participating via telephone. Mr. Bradshaw was examined by Christopher Shore and Diane Nardi. On January 22, 2010, the deposition of Liana Kuperman, Financial Reporting Manager of Six Flags took place at the Dallas office of Akin Gump with Matthew Martin and Candice Wilson appearing on behalf of the Debtors. Also attending this deposition were Jessica Budoff of Akin Gump, counsel for the SFO Noteholders, Christopher Shore of White & Case, counsel for the SFI Noteholders, Peri Zelig of Simpson Thacher, counsel to JPMorgan, Neal DAmato of Brown Rudnick, counsel to the Creditors Committee and Lance Laifer of Resilient Capital Management participating via telephone. Ms. Kuperman was examined by Christopher Shore. As the fact depositions were in various cities throughout the United States, it was critical for Paul Hastings attorneys to divide into teams to attend, defend, and take twenty-five depositions over eleven days. Therefore, Paul Harner, Candice Wilson, and Christian Auty met with and helped prepare Lenny Russ, Kyle Bradshaw, Liana Kuperman, and Marshall Barber for their depositions. Paul Harner was the lead bankruptcy attorney responsible for the restructuring, as well as court-related aspects of the restructuring. Along with Steven Catlett, the lead litigation attorney, Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Candice Wilson was a senior litigation associate who worked closely with Matthew Martin regarding depositions as well as the pre-trial and litigation aspects of the case. Christian Auty was the lead associate responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case, and also worked closely with both Paul Harner and Steven Catlett regarding depositions as well as the pretrial and litigation aspects of the case. M. On January 27, 2010, Steven Catlett - STC2 (810), Mary Weber - MTW (530), and Michael Stefanelli - MS30 (485) (a Partner and two Associates) attended the deposition of Shapiro. The total time spent including any preparation time was 29.50 hours for a total fee of $18,232.50. MTW 01/22/10 Meet with M. Shapiro, J. Coughlin and working group, including extensive document review in preparation for same (4.8);.......... .............; extensive document review in preparation for Shapiro deposition (1.6); multiple communications with D. Simon regarding same (0.1) 11.70 6,201.00

MTW 01/25/10

13.10

6,943.00

MS30 01/26/10 MTW 01/26/10 MS30 01/27/10 MTW 01/27/10

STC2 01/27/10

..............; review and prepare documents for Shapiro deposition (2.5) ...............; review documents in preparation for M. Shapiro deposition (1.4) .........; assist in deposition of Shapiro (2.0);......... Prepare for M. Shapiro deposition, including document review (1.8); participate in M. Shapiro deposition (7.7);........... Defend M. Shapiro deposition, including multiple communications with client and Houlihan regarding deposition preparation (8.9); multiple communications with SFI counsel regarding due diligence needs in connection with expert reports (0.4); conference call with P. Harner, M. Martin, J. Geier and C. Auty regarding deposition strategy (0.7);...........

10.00

4,850.00

12.20

6,466.00

9.00 11.30

4,365.00 5,989.00

14.30

11,583.00

Response: On March 27, 2010, the deposition of Mark Shapiro, Chief Executive Office of Six Flags took place at Paul Hastings New York office. Steven Catlett and Mary Weber appeared on behalf of the Debtors. Also participating in this deposition were Daniel Fisher and Ira Dizengoff of Akin Gump, counsel to the SFO Noteholders, Christopher Shore, Charles May and Casey McClusky of White & Case, counsel to the SFI Noteholders, Steven Levine, Andrew Dash and Inese Jundze of Brown Rudnick, counsel to the Creditors Committee, David Woll and Peri Zelig of Simpson Thacher, counsel to JPMorgan, Ryan Bouley of Chanin Capital Partners, Robert Levy of Peter J. Solomon, David Hilty and John-Paul Hanson of Houlihan and Lance Laifer of Resilient Capital Management participating via telephone. Mr. Shapiro was examined by Christopher Shore and Steven Levine. As the fact depositions were in various cities throughout the United States, it was critical for Paul Hastings attorneys to divide into teams to attend, defend, and take twenty-five depositions over eleven days. Therefore, Steven Catlett and Mary Weber met with and helped prepare Mark Shapiro for his depositions. It was necessary to have three attorneys help in preparing for Mark Shapiros deposition as they each had different roles. Steven Catlett defended the deposition with the assistance of Mary Weber. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case and also closely with Paul Harner and Steven Catlett regarding depositions as well as the pre-trial and litigation aspects of the case.
7

2.4 hours was billed to the Shapiro deposition.

Michael Stefanelli, a junior associate, was a member of the trial team and helped review and prepare key documents in preparation for defending Mark Shapiros deposition. N. On January 28, 2010, Steven Catlett - STC2 (810), Christian Auty - CMA3 (565), and Mary Weber - MTW (530) (a Partner and two Associates) attended the deposition of James Coughlin. The total time spent including any preparation time was 24.40 hours for a total fee of $14,549.00. 01/22/10 MTW Meet with M. Shapiro, J. Coughlin and working group, including extensive document review in preparation for same (4.8);.......... Deposition preparation regarding Coughlin and Speed, including extensive document review (8.5) ..........; review Coughlin documents (3.4); conduct deposition preparation session with J. Coughlin (3.1); conference call with M. Martin, S. Catlett, J. Geier and P. Harner regarding deposition strategy (0.7);........... .............; prepare and defend J. Coughlin deposition (3.0) ...........; participate in J. Coughlin deposition (2.3); meeting with deposition team regarding status and strategy (0.8);.......... Defend J. Coughlin deposition, including related meetings with client (4.5);........... 11.70 6,201.00

MTW 01/24/10 CMA3 01/27/10

8.50

4,505.00

10.20

5,763.00

CMA3 01/28/10 MTW 01/28/10

4.10 9.70

2,316.50 5,141.00

STC2 01/28/10

5.90

4,779.00

The deposition of James Coughlin, General Counsel of Six Flags took place on Response: January 28, 2010 at Paul Hastings New York office. Steven Catlett, Christian Auty, and Mary Weber appeared on behalf of the Debtors. Also participating in this deposition were Abid Qureshi and Ira Dizengoff of Akin Gump, counsel to the SFO Noteholders, Christopher Shore, Michael Shore, Caitlin Shadek and Angela Shiner (via telephone) of White & Case, counsel to the SFI Noteholders, Shoshana Kaiser and Steven Levine of Brown Rudnick, counsel to the Creditors Committee and David Woll and Steven Fitzgerald of Simpson Thacher, counsel to JPMorgan. Mr. Coughlin was examined by Christopher Shore and Steven Levine. As the fact depositions were in various cities throughout the United States, it was critical for Paul Hastings attorneys to divide into teams to attend, defend, and take twenty-five depositions over eleven days. Therefore, Steven Catlett, Christian Auty, and Mary Weber met with and helped prepare James Coughlin for his depositions. Steven Catlett was the lead litigation attorney responsible for the court-related aspects of the restructuring and with Paul Harner addressed the ongoing negotiations and issues with various creditor constituencies. Christian Auty and Mary Weber were the lead associates responsible for the daily case administration and restructuring, as well as

the litigation, document collections, reviews, productions and e-discovery aspects of the case. They also worked closely with Paul Harner and Steven Catlett regarding depositions as well as the pretrial and litigation aspects of the case. O. On January 29, 2010, Paul Harner - PEH2 (950), Mary Weber - MTW (530), and Ryan Lewis - REH (670) (a Partner and two Associates) attended the deposition of Prip. The total time spent including any preparation and non-working travel time was 44.10 hours8 for a total fee of $30,277.00. 01/27/10 PEH2 MTW 01/28/10 PEH2 01/28/10 .............; review documents in preparation for Prip deposition (2.9) .............; review deposition exhibits in preparation for W. Prip deposition (0.7);........... Prepare for and attend meeting with W. Prip in preparation for deposition (1.5); review documents regarding same (2.9); communications with R. Lewis regarding same (0.5);........ Deposition preparations for W. Prip, including extensive document review (7.5); emails with deposition team regarding same (1.0);.......... Participate in W. Prip deposition (4.9); meeting with working group regarding same (0.3); review exhibit referenced in Prip deposition (0.3);........... Prepare for and attend Prip deposition (7.0);........... Prepare for and defend W. Prip deposition (7.0) Non-working travel from Atlanta to New York for depositions (3.8 hrs. billed @ rate) Non-working travel from New York to Atlanta after depositions (3.8 hrs. billed @ rate) 6.10 9.70 5,795.00 5,141.00

6.20

5,890.00

REH 01/28/10

10.00

6,700.00

MTW 01/29/10

6.20

3,286.00

PEH2 01/29/10 REH 01/29/10 REH 01/28/10 REH 01/29/10

9.70 7.00 3.80

9,215.00 4,690.00 1,273.00

3.80

1,273.00

On January 29, 2010, the deposition of William Prip, former Senior Vice President, Response: Treasurer of Six Flags took place at Paul Hastings New York office. Paul Harner, Mary Weber and Ryan Lewis appeared on behalf of the Debtors. Also in attendance at this deposition were Andrew Meehan of Akin Gump, counsel to the SFO Noteholders, Lydia Lin and Derrick Moore of White & Time for this entry was located in the following project categories - (i) General Litigation and (ii) Non-Working Travel.
8

Case, counsel to the SFI Noteholders, Neal DAmato and Natalie Peled of Brown Rudnick, counsel to the Creditors Committee, Peri Zelig of Simpson Thacher, counsel to JPMorgan and David Preiser of Houlihan, Robert Levy of Peter J. Solomon and Lance Laifer of Resilient Management Capital via telephone. As the fact depositions were in various cities throughout the United States, it was critical for Paul Hastings attorneys to divide into teams to attend, defend, and take twenty-five depositions over eleven days. Therefore, Paul Harner, Ryan Lewis, and Mary Weber met with and helped prepare William Prip for his depositions. Paul Harner was the lead bankruptcy attorney responsible for the restructuring, as well as court-related aspects of the restructuring. Along with Steven Catlett, the lead litigation attorney, Paul Harner addressed the on-going negotiations and issues with various creditor constituencies. Mary Weber was one of the lead associates responsible for the daily case administration and restructuring, as well as the litigation, document collections, reviews, productions and e-discovery aspects of the case and worked closely with Paul Harner and Steven Catlett regarding depositions as well as the pre-trial and litigation aspects of the case. Ryan Lewis, a junior associate, was a member of the trial team and had various responsibilities including being a member of the confirmation brief writing team.

Response Exhibit 9.

01/22/10

01/25/10

01/25/10

01/29/10

01/31/10

01/31/10

01/31/2010

01/31/2010

01/31/2010

02/28/2010

02/28/2010

02/28/2010

Airfare - P. Harner, 01/13/10, From/To: LGA/ORD; travel from New York to Chicago for Six Flags matters One Way Ticket, First Class Airfare - P. Harner, 01/20/10, From/To: DFW/LGA; Return travel from Dallas after depositions One Way Ticket, First Class Airfare - P. Harner, 01/17/10, From/To: BWI/DFW; Travel to Dallas for depositions One Way Ticket, First Class Airfare - C. Wilson, 01/13/10; From/To: Atlanta/Chicago; Airfare Class: Economy; Travel to Chicago for Six Flags matters Non-Refundable, Economy Class Roundtrip Ticket Airfare - C. Auty, 01/28/10, From/To: LGA/ORD; Return travel from New York to Chicago after depositions Non-Refundable , Economy Class Roundtrip Ticket Airfare - C. Auty, 01/21/10, From/To: DFW/ LAG /ORD; Airfare Class: Economy; Travel from Dallas to New York (948.70) to Chicago ($662.70) for depositions (including $30.00 agency fee, $60.00 checked baggage fee) Non-Refundable, Economy Class Roundtrip Ticket Airfare - R. Martin, 01/25/10, From/To: AT/DFW; Airfare Class: Economy; Travel to Dallas for depositions Non-Refundable, Economy Class Roundtrip Ticket Airfare - P. Harner, 02/04/10, From/To: LGA/ORD /LGA; Round trip travel from New York to Chicago and return to New York regarding depositions Roundtrip Ticket, First Class on 2/3/10 trip from LGA to ORD and A Class on 2/4/10 return trip from ORD to LGA Airfare - C. Wilson, 02/15/10, From/To: Atlanta/LaGuardia; Airfare Class: Economy; Travel from Atlanta to New York for expert depositions Non-Refundable, Economy Class and Roundtrip Ticket Airfare - D. Simon, 02/17/10, From/To: Midway/ LaGuardia; Airfare Class: Economy; Travel from Chicago to New York for expert depositions Non-Refundable, Economy Class Ticket Airfare - R. Martin, 02/14/10, From/To: Atlanta/LaGuardia; Airfare Class: Economy; Travel from Atlanta to New York for expert depositions Non-Refundable, Economy Class and Roundtrip Ticket Airfare - P. Harner, 02/28/10, From/To: BWI/ORD /LGA; Round trip travel from Baltimore to Chicago

729.70

975.00

482.70

725.40

662.70

1,701.40

1,324.40

1,564.96

736.10

615.40

913.40

959.40

02/28/2010

02/28/2010

03/31/2010

and return to New York regarding hearing preparation Roundtrip Ticket, V Class on 2/28/10 trip from BWI to ORD and F Class on 3/2/10 return trip from ORD to LGA Airfare - R. Martin, 02/22/10, From/To: AT/LGA; Airfare Class: Economy; Travel from Atlanta to New York for trial preparation Non-Refundable, Economy Class and Roundtrip Ticket Airfare - C. Wilson, 02/20/10, From/To: AT/LGA; Airfare Class: Economy; Travel from Atlanta to New York for trial preparation Non-Refundable, Economy Class Roundtrip Ticket Airfare - C. Auty, 02/21/10, From/To: ORD/LGA; Airfare Class: Economy; Travel from Chicago to New York Non-Refundable, Economy Class Roundtrip Ticket

933.40

956.40

936.70

Response: The Paul Hastings attorneys and paralegals that traveled on behalf of Six Flags tried at all times to do so in the most economical, expeditious and cost-efficient manner. Many times, however, it was necessary for Paul Hastings attorneys to make last minute and sometimes multiple alterations to their travel plans, either on behalf of the client or at the request of the client. Although Paul Hastings attorneys aspired to schedule travel in the most economical manner, these types of airfares were not always available to secure when traveling at the last minute. As the lead bankruptcy attorney responsible for the restructuring, Paul Harner traveled on behalf of Six Flags only when absolutely necessary and his travel plans were often subject to multiple alterations and rescheduling. However, in the best of the estate, we agree that his airfares should be subject to a reduction.

RESPONSE EXHIBIT 10

1.

1/22/2010

PHJW Meals - P. Harner, 01/14/10, Restaurant: Peninsula Hotel (Chicago) Room Service; Number of People: 1; Dinner for P. Harner [Chicago] Paul Harner (PEH) billed 9.2 hours in B191 Litigation on 1/14/10. PHJW Meals - Eurest Dining Services Inv. #1165501627 dated 1/26/10 Lunch on 1/25/10 at Paul Hastings Atlanta office for R. Martin, C. Wilson and J. Odum for depositions preparation In connection with the 1:00 p.m. Odum deposition on 1/25/10 at Paul Hastings Atlanta office, Matthew Martin (RMM2), Candice Wilson (CRV) and Deponent, Six Flags executive John R. Odum, Senior Vice President of Planning and Development participated in a deposition preparation lunch prior to the beginning of the deposition. Matthew Martin (RMM2) billed 10.9 hours and Candice Wilson (CRV) billed 11.3 hours in B191 Litigation on 1/25/10 to preparing for and defending John Odum at this deposition. [This deposition started at 1:11 p.m. and ended at 8:13 p.m.]

65.08*

2.

1/29/2010

120.87

3.

1/31/2010

PHJW Meals - M. Stefanelli, 01/29/10, Restaurant: Four Seasons Hotel; Number of people: 1; Breakfast for one (Austin, TX) Michael Stefanelli (MS30) billed 6.0 hours in B191 Litigation and 3.0 hours in B195 Non-Working Travel on 1/29/10.

30.82

4.

1/11/2010

PHJW Meals - SWEB Inv. #625291 dated 01/24/10, Order #138490977, 01/11/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 4.5 hours in B230 Financing on 1/11/10. PHJW Meals - SWEB Inv. #625291 dated 01/24/10, Order #138643893, 01/12/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath (CJM7) billed 2.6 hours in B230 Financing on 1/12/10. PHJW Meals - SWEB Inv. #625291 dated 01/24/10, Order #138797001, 01/13/10, D. Makso, After hours dinner when working late [New York] David Makso (DM12) billed 4.8 hours in B230 Financing on 1/13/10.

15.2

5.

1/12/2010

25.04

6.

1/13/2010

25.51

7.

1/15/2010

PHJW Meals - SWEB Inv. #625291 dated 01/24/10, Order


#139047249, 01/15/10, G. Richards, After hours dinner when working late [New York] Gillian Richards (GER2) billed 5.2 hours in B210 Business Operations[1] and 0.1 hours in B320 Plan and Disclosure Statement on 1/15/10.

30.98

8.

1/20/2010

PHJW Meals - SWEB Inv. #625291, Order #139509819, 01/20/10, P. Harner, Lunch on 01/21 for attorneys and deponents regarding Antinoro deposition and Thomas deposition preparation In connection with the Antinoro deposition on 1/21/10 at Paul Hastings New York office, Steven Catlett (STC2), Mary Weber (MTW), Six Flags executives, John Coughlin, General Counsel and Deponent, Michael Antinoro, Executive Vice President of Entertaining and Marketing participated in lunch between Michael Antinoros deposition prep session and his actual deposition. Steven Catlett (STC2) billed 8.9 hours and Mary Weber billed 8.9 hours in B191 Litigation on 1/21/10 to preparing for and defending Michael Antinoro at this deposition. Refreshments were also made available to the other deposition participants (A. Meehan of Akin Gump, counsel to SFO Noteholders, R. Mendoza of Simpson Thacher, counsel to JPMorgan and 2 Law Clerks of White & Case, counsel to SFI Noteholders). [This deposition started at 1:08 p.m. and ended at 4:35 p.m.]

385.65

In connection with the 1:00 p.m. Thomas deposition preparation session on 1/21/10 at Paul Hastings New York office, Paul Harner (PEH2), Ryan Lewis (REH), Christian Auty (CMA3) and Deponent, William Thomas, Director of Corporate Finance and Treasury also participated in lunch. Paul Harner (PEH2) billed 7.2 hours, Ryan Lewis (REH) billed 6.0 hours and Christian Auty (CMA3) billed 4.6 hours in B191 Litigation on 1/21/10 in preparing for working with William Thomas at this deposition preparation session.

9.

1/21/2010

PHJW Meals - SWEB Inv. #625291 dated 01/24/10, Order #139638384, 01/21/10, P. Harner, Lunch on 01/22 for attorneys and deponents regarding Dalton and Thomas depositions and Shapiro and Coughlin deposition preparation

174.15

In connection with the Thomas deposition on 1/22/10 at Paul Hastings New York office, a lunch break was held of 12:37 p.m. to 1:21 p.m. Paul Harner (PEH2), Ryan Lewis (REH) and Deponent, Six Flags executive William Thomas, Director of Corporate Finance and Treasury participated in this lunch and was also made available to the other deposition participants (L. Lin, M. Shiba, C. Shadek and C. McClusky of White & Case, counsel to the SFI Noteholders, A. Dash, S. Kaiser and M. Quigley of Brown Rudnick, counsel to the Creditors Committee, P. Altman of Akin Gump, counsel to the SFO Noteholders and S. Fitzgerald of Simpson Thacher, counsel to JPMorgan). Paul Harner (PEH2) billed 8.8 hours and Ryan Lewis (REH) billed 7.0 hours in B191 Litigation on 1/22/10 to preparing for and defending William Thomas at this deposition. [This deposition started at 9:09 a.m. and ended at 5:11 p.m.]

In connection with the Shapiro and Coughlin deposition preparation sessions on 1/22/10 at Paul Hastings New York office, Steven Catlett (STC2), Christian Auty (CMA), Mary Weber (MTW) and Deponents, Six Flags executives, Mark Shapiro, Chief Executive Officer and James Coughlin, General Counsel also participated in lunch. Steven Catlett (STC2) billed 6.3 hours, Christian Auty (CMA3) billed 5.2 hours and Mary Weber (MTW) billed 4.8 hours in B191 Litigation on 1/22/10 in preparing for and working with Mark Shapiro and James Coughlin at their deposition preparation sessions.

After the completion of the Tarik Dalton deposition, held on 1/22/10 at the New York office of White & Case, Jon Geier (JAG5) and Daniel Simon (DMS5) returned to the Paul Hastings New York office and participated in refreshments. Jon Geier (JAG5) billed 6.8 and Daniel Simon (DMS5) billed 7.4 in preparing for and representing the Debtors at the Dalton deposition. [This deposition started at 9:25 a.m. and ended at 1:34 p.m.]

10. 1/22/2010

PHJW Meals - SWEB Inv. #632109, Order #139764567, 01/22/10, P. Harner, Lunch on 01/25 for attorneys and deponents regarding Koskovolis deposition and Speed deposition preparation After the morning 9:00 a.m. Koskovolis deposition preparation session and prior to the 1:00 p.m. deposition on 1/25/10 at Paul Hastings New York office, Ryan Lewis (REH), Christian Auty (CMA3) and Deponent, Six Flags executive, Lou Koskovolis, Executive Vice President, Corporate Alliances participated in lunch. Christian Auty (CMA3) billed 9.9 hours and Ryan Lewis (REH) billed 9.0 hours in B191 Litigation to the Koskovolis deposition preparation session and preparing for and defending Lou Koskovolis at this deposition. [This deposition started at 1:13 p.m. and ended at 3:10 p.m.]

243.69

In connection with the Speed deposition preparation session on 1/25/10, Steven Catlett (STC2), Mary Weber (MTW), Michael Stefanelli (MS30) and Deponent, Six Flags executive, Jeffrey Speed, Executive Vice President and Chief Financial Officer participated in lunch. Steven Catlett (STC2) billed 7.3 hours, Mary Weber (MTW) billed 11.4 hours and Michael Stefanelli (MS30) billed 10.5 hours in B191 Litigation to the Speed deposition preparation session. 11. 1/22/2010 PHJW Meals - SWEB Inv. #632109, Order #139765530, 01/22/10, P. Harner, Late afternoon refreshments for attorneys and deponents on 01/25 regarding Koskovolis deposition and Speed deposition preparation 93.45

In connection with the 1:00 p.m. Koskovolis deposition on 1/25/10, light refreshments (water, sodas and snacks) were made available to Ryan Lewis (REH), Christian Auty (CMA3) and Deponent, Six Flags executive, Lou Koskovolis, Executive Vice President, Corporate Alliances, as well as the other deposition participants (T. Bosi and S. Kaiser of Brown Rudnick, counsel to the Creditors Committee, S. Fitzgerald of Simpson Thacher, counsel to JPMorgan, D. Fisher of Akin Gump, counsel to the SFO Noteholders and L. Lin, M. Shterngel and K. Kroyer of White & Case, counsel to the SFI Noteholders). [See Attorneys hours billed in prior chart entry.]

Afternoon refreshments were also made available to Steven Catlett (STC2), Mary Weber (MTW), Michael Stefanelli (MS30) and Deponent, Six Flags executive, Jeffrey Speed, Executive Vice President and Chief Financial Officer in connection with Mr. Speeds deposition preparation session. [See Attorneys hours billed in prior chart entry.] 12. 1/25/2010 PHJW Meals - SWEB Inv. #632109, Orders #140037078 and 140037348, 01/25/10, P. Harner, Lunch for attorneys and deponents on 01/26 regarding Speed, Quenzel and Lasry depositions 319.63

In connection with the Speed deposition on 1/26/10 at Paul Hastings New York office, Steven Catlett (STC2), Mary T. Weber (MTW) and Deponent, Six Flags executive, Jeffrey Speed, Executive Vice President and Chief Financial Officer participated in a lunch break of 12:05 p.m. to 1:00 p.m. This lunch was also made available to the other deposition participants (A. Dash and N. Field of Brown Rudnick, counsel to the Creditors Committee, A. Qureshi and D. Newman of Akin Gump, counsel to the SFO Noteholders, J.C. Shore, J. Schenck and A. Hiner of White & Case, counsel to the SFI Noteholders, D. Woll of Simpson Thacher, counsel to JPMorgan, Ryan Bouley of Chanin Capital Partners and Robert Levy of Peter J. Solomon). Steven Catlett (STC2) billed 11.5 hours and Mary Weber billed 10.8 hours in B191 Litigation to preparing for and defending Jeffrey Speed at this deposition. [This deposition started at 9:17 a.m. and ended at 6:45 p.m.]

Prior to the 1:00 p.m. Quenzel deposition on 1/26/10 at Paul Hastings New York office, Paul Harner (PEH2), Ryan Lewis (REH) and Deponent, Six Flags executive, Mark Quenzel, Executive Vice President, Park Strategy & Management participated in lunch. Paul Harner (PEH2) billed 5.3 hours and Ryan Lewis (REH) billed 4.4 hours in B191 Litigation to preparing for and defending Mark Quenzel at this deposition. [This deposition started at 1:08 p.m. and ended at 3:46 p.m.]

In connection with the Lasry deposition at 3:00 p.m. on 1/26/10 at Akin Gumps New York office, Michael Stefanelli (MS30) participated in lunch prior to this deposition. Michael Stefanelli (MS30) billed 3.5 hours in B191 Litigation to preparing for and representing the Debtors at this deposition. [This deposition started at 3:13 p.m. and ended at 6:05 p.m.] 13. 1/26/2010 PHJW Meals - SWEB Inv. #632109, Order #140179170, 01/26/10, P. Harner, Lunch for attorneys and deponent on 01/27 regarding Shapiro deposition 320.21

In connection with the Shapiro deposition on 1/27/10 at Paul Hastings New York office, Steven Catlett (STC2), Christian Auty (CMA3), Mary Weber (MTW) and Deponent, Six Flags executive, Mark Shapiro, Chief Executive Officer participated in a lunch break of 12:05 p.m. to 12:45 p.m., which was also made available to the other deposition participants (S. Levine, A. Dash and I. Jundze of Brown Rudnick, counsel to the Creditors Committee, D. Woll and P. Zelig of Simpson Thacher, counsel to JPMorgan, D. Fisher and I. Dizengoff of Akin Gump, counsel to the SFO Noteholders, C. Shore, C. May and C. McClusky of White & Case, counsel to the SFI Noteholders, David Hilty, Managing Director and John Paul Hanson, Director of Houlihan, R. Bouley of Chanin Capital Partners and R. Levy of Peter J. Solomon. Steven Catlett (STC2) billed 8.9 hours, Christian Auty billed 1.2 hours and Mary Weber billed 9.5 hours in B191 Litigation to preparing for and defending Mark Shapiro at this deposition. [This deposition started at 9:16 a.m. and ended at 4:42 p.m.]

14. 1/28/2010

PHJW Meals - SWEB Inv. #632109, Order #140390283, 01/28/10, P. Harner, Late afternoon refreshments on 01/28 for attorneys and deponents regarding Coughlin deposition and Prip deposition preparation

114.53

In connection with the Coughlin deposition at 2:00 p.m. on 1/28/10 at Paul Hastings New York office, light refreshments (water, soda and snacks) were made available to Paul Harner (PEH2), Steven Catlett (STC2), Christian Auty (CMA3), Mary Weber (MTW) and Deponent, Six Flags executive, James Coughlin, General Counsel, as well as the other deposition participants (S. Kaiser and S. Levine of Brown Rudnick, counsel to the Creditors Committee, D. Woll and S. Fitzgerald of Simpson Thacher, counsel to JP Morgan Chase, A. Qureshi and I. Dizengoff of Akin Gump, counsel to the SFO Noteholders and J.C. Shore, M. Shiba and C. Shadek of White & Case, counsel to the SFI Noteholders). Steven Catlett (STC2) billed 4.5 hours, Christian Auty (CMA3) billed 3.0 hours and Mary Weber billed 2.3 hours in B191 Litigation to preparing for and defending James Coughlin at this deposition. [This deposition started at 2:08 p.m. and ended at 4:48 p.m.]

In connection with the 4:00 p.m. Prip deposition preparation session, light refreshments were also made available to Paul Harner (PEH2), Ryan Lewis (REH) and Deponent, former Six Flags executive, William Prip, former Senior Vice President, Treasurer. Paul Harner billed 4.9 hours and Ryan Lewis billed 7.5 hours in B191 Litigation to preparing for and participating in this deposition preparation session. 15. 1/28/2010 PHJW Meals - SWEB Inv. #632109 dated 02/07/10, Order #140471721, 01/28/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 4.5 hours in B230 Financing on 1/28/10. PHJW Meals - SWEB Inv. #632109 dated 02/07/10, Order #140513382, 01/28/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath (CJM7) billed 7.5 hours in B230 Financing on 1/28/10. PHJW Meals - SWEB Inv. #632109 dated 2/07/10, Order #141120087, 02/03/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 7.0 hours in Matter 3 B230 Financing on 2/3/10. 15.71

16. 1/28/2010

29.17

17. 2/3/2010

20.68

18. 2/6/2010

PHJW Meals - SWEB Inv. #632109 dated 02/07/10, Order #141477882, 02/06/10, S. Nakhasi, After hours dinner when working late [New York] Smriti Nakhasi billed 3.3 hours in B210 Business Operations on 2/6/10. PHJW SWEB Inv. #637590 dated 02/21/10, Order #141676467, 02/08/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 7.5 hours in Matter 3 B230 Financing on 2/8/10. PHJW SWEB Inv. #637590 dated 02/21/10, Order #141972309, 02/10/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath (CJM7) billed 6.2 hours in Matter 3 B230 Financing on 2/10/10. PHJW SWEB Inv. #637590 dated 02/21/10, Order #142077732, 02/11/10, M. Donaher, After hours dinner when working late [New York] Matthew Donaher (MMD4) billed 6.5 hours in Matter 3 B230 Financing on 2/11/10. PHJW SWEB Inv. #637590 dated 02/21/10, Order #142100655, 02/11/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath (CJM7) billed 0.0 hours on 2/11/10. PHJW Meals - SWEB Inv. #637590 dated 02/21/10, Order #142064097, 02/11/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 8.5 hours in Matter 3 B230 Financing on 2/11/10. PHJW SWEB Inv. #637590 dated 02/21/10, Order #142686033, 02/17/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath billed 7.8 hours in Matter 3 B230 Financing on 2/17/10. PHJW SWEB Inv. #637590, Order #142793916, 02/18/10, M. Donaher, After hours dinner when working late [New York] Matthew Donaher (MMD4) billed 9.8 hours in Matter 3 B230 Financing on 2/18/10. PHJW SWEB Inv# 637590, Order #142761726, 02/18/10, P. Harner, Lunch on 02/19/10 regarding Hilty deposition

13.15

19. 2/8/2010

15.71

20. 2/10/2010

29.67

21. 2/11/2010

17.36

22. 2/11/2010

29.24*

23. 2/11/2010

26.72

24. 2/17/2010

29.51

25. 2/18/2010

27.28

26. 2/18/2010

235.59

In connection with the Houlihan expert deposition on 2/19/10 at Paul Hastings New York office, a lunch break was held of 12:07 p.m. to 12:53 p.m. Steven Catlett (STC2), Matthew Martin (RMM2), Christian Auty (CMA3) and Deponent, David Hilty, Managing Director of Houlihan, participated in this lunch, which was also made available to the other deposition participants (A. Dash, S. Levine and L. Weiss of Brown Rudnick, counsel to the Creditors Committee, J.C. Shore, L. Linn and D. Suggs of White & Case, counsel to the SFI Noteholders, R. Mendoz of Simpson Thacher, counsel to JPMorgan, A. Qureshi and I. Dizengoff of Akin Gump, counsel to the SFO Noteholders, R. Bouley of Chanin Capital Partners, R. Levy of Peter J. Solomon and D. Salemi, D. Talarico and S. Jain of Houlihan). Steven Catlett billed 10.8 hours, Matthew Martin billed 2.1 hours and Christian Auty billed 5.7 hours in B191 Litigation for preparing for and defending David Hilty at this deposition. [This deposition started at 9:50 a.m. and ended at 6:45 p.m.]

27. 2/19/2010

PHJW SWEB Inv. #637590, Order #142843887, 02/19/10, M. Weber, Breakfast on 02/19/10 regarding Hilty deposition In connection with the 9:00 a.m. Hilty deposition on 2/19/10 at Paul Hastings New York office, Steven Catlett (STC2), Matthew Martin (RMM2), Christian Auty (CMA3) and Deponent, David Hilty, Managing Director of Houlihan participated in a breakfast meeting prior to the start of this deposition. [See Attorneys hours billed in prior chart entry.] PHJW SWEB Inv. #646386, Order #143300907, 02/23/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 2.0 hours in Matter 3 B230 Financing on 2/23/10. PHJW SWEB Inv. #646386, Order #143395833, 02/23/10, A. Crain, After hours dinner when working late [New York] Angelique Crain billed 5.6 hours in Matter 2 B210 Operations and 0.7 in Matter 3 B230 Financing on 2/23/10. PHJW SWEB Inv. #646386 dated 03/07/10, Order #143544654, 02/24/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath billed 9.2 hours in Matter 3 B230 Financing on 2/24/10.

127.2

28. 2/23/2010

23.92*

29. 2/23/2010

31.54

30. 2/24/2010

30

31. 2/27/2010

PHJW SWEB Inv. #646386 dated 03/07/10, Order #143881653, 02/27/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath billed 0.0 hours on 2/27/10. PHJW Local - Meals - K. Steffy, 02/12/10, Restaurant: Chipotle; Number of people: 1; After hours dinner when working late [Chicago] Kate Steffy billed 17.2 hours in B191 Litigation on 2/12/10. PHJW Meals - SWEB Inv. #646386 dated 03/07/10, Order #144374067, 03/03/10, A. Crain, After hours dinner when working late [New York] Angelique Crain billed 8.2 hours in B210 Business Operations and 3.6 hours in B320 Plan and Disclosure Statement on 3/3/10.

28.67*

32. 1/31/2010

12

33. 3/3/2010

35.44

34. 3/3/2010

PHJW Meals - SWEB Inv. #646386 dated 03/07/10, Order #144410151, 03/03/10, D. Hughes, After hours dinner when working late [New York] Daniel Hughes billed 10.4 hours in B320 Plan and Disclosure Statement on 3/3/10. PHJW Meals - SWEB Inv. #646386 dated 03/07/10, Order #144408078, 03/03/10, B. Kaplan, after hours dinner when working late [New York] Bryan Kaplan (BK6) billed 11.8 hours in B320 Plan and Disclosure Statement on 3/3/10. PHJW Meals - SWEB Inv. #646386 dated 03/07/10, Order #144499908, 03/04/10, Daniel Hughes, after hours dinner when working late [New York] Daniel Hughes (DH8) billed 6.9 hours in B320 Plan and Disclosure Statement on 3/4/10. PHJW Meals - SWEB Inv. #646386 dated 03/07/10, Order #144531597, 03/04/10, B. Kaplan, After hours dinner when working late [New York] Bryan Kaplan (BK6) billed 7.8 hours in B320 Plan and Disclosure Statement on 3/4/10. PHJW Meals - SWEB Inv. #652139 dated 03/21/10, Order #144946518, 03/08/10, A. Crain, After hours dinner when working late [New York] Angelique Crain (AMC5) billed 3.2 hours in B320 Plan and Disclosure Statement on 3/8/10. PHJW Meals - SWEB Inv. #659790 dated 04/04/10, Order #146692056, 03/23/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 5.5 hours in Matter 3 B230 Financing on 3/23/10.

34.33

35. 3/3/2010

33.67

36. 3/4/2010

34.2

37. 3/4/2010

29.21

38. 3/8/2010

33.75

39. 3/23/2010

18.34

40. 3/24/2010

PHJW Meal - SWEB Inv. #659790 dated 04/04/10, Order #146804811, 03/24/10, P. Harner, After hours dinner when working late [New York] Paul Harner (PEH2) billed 13.1 hours in B320 Plan and Disclosure Statement on 3/24/10. PHJW Meals - SWEB Inv. #659790 dated 04/04/10, Order #146960964, 03/25/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 7.0 hours in Matter 3 B230 Financing on 3/25/10. PHJW SWEB Inv. #659790 dated 04/04/10, Order #147089532, 03/26/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 3.5 hours in Matter 3 B230 Financing on 3/26/10. PHJW SWEB Inv. #659790 dated 04/04/10, Order #147496902, 03/30/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 6.5 hours in Matter 3 B230 Financing on 3/30/10. PHJW Meals - SWEB Inv. #659790 dated 04/04/10, Order #147695655, 03/31/10, C. McGrath, After hours dinner when working late [New York] Casey McGrath (CJM7) billed 7.5 hours in Matter 3 B230 Financing on 3/31/10. PHJW Meals - SWEB Inv. #659790 dated 04/04/10, Order #147669498, 03/31/10, A. Crain, After hours dinner when working late [New York] Angelique Crain (AMC5) billed 0.5 hours in B155 Court Hearings and 12.0 hours in B320 Plan and Disclosure Statement on 3/31/10. PHJW SWEB Inv. #659790 dated 04/04/10, Order #147652593, 03/31/10, M. Chernick, After hours dinner when working late [New York] Michael Chernick (MKC) billed 13.0 hours in Matter 3 B230 Financing on 3/31/10. PHJW Meals - A. Crain, 02/11/10, Restaurant: Trattoria Dopo; Number of people: 1; After hours dinner when working late [New York] Angelique Crain billed 10.2 hours in B210 Business Operations on 2/11/10.

27.42

41. 3/25/2010

23.92

42. 3/26/2010

22.64

43. 3/30/2010

29.47

44. 3/31/2010

22

45. 3/31/2010

27.17

46. 3/31/2010

15.71

47. 3/16/2010

23.15

48. 3/18/2010

PHJW Meals - M. Cohen, 02/04/10, Restaurant: Patsys Pizzeria; Number of people: 3; After hours dinner for M. Cohen, M. Chernick and M. Donaher when working late [New York] Michele Cohen (MJC9) billed 11.7 hours, Michael Chernick (MKC) billed 7.5 hours and Matthew Donaher (MMD4) billed 7.8 hours in Matter 3 B230 Financing on 2/4/10. PHJW Meals - M. Cohen, 02/17/10, Restaurant: Papillon; Number of people: 1; After hours dinner when working late [New York] Michele Cohen (MJC9) billed 9.9 hours in Matter 3 B230 Financing on 2/17/10. PHJW Meals - M. Cohen, 03/11/10, Restaurant: 232 Madison Avenue; Number of people: 2; After hours dinner for M. Cohen and C. McGrath when working late [New York] Michele Cohen (MJC9) billed 6.1 hours in B155 Court Hearings and 4.2 hours in Matter 3 B230 Financing, Michael Chernick (MKC) billed 3.0 hours in Matter 3 B230 Financing and Matthew Donaher (MMD4) billed 1.9 hours in Matter 3 B230 Financing.

46.95

49. 3/18/2010

30.05

50. 3/18/2010

52.21

Since Michael Chernick and Matthew Donaher billed 3.0 hours or less, Paul Hastings agrees with the Fee Auditor that a reduction regarding this meal expense is in order. 51. 3/18/2010 PHJW Meals - M. Cohen, 02/05/10, Restaurant: 232 Madison Avenue; Number of people: 3; After hours dinner for M. Cohen, M. Chernick and M. Donaher when working late [New York] Michele Cohen (MJC9) billed 6.4 hours, Michael Chernick (MKC) billed 2.5 hours and Matthew Donaher (MMD4) billed 9.4 hours in Matter 3 B230 Financing. PHJW Meals - M. Cohen, 03/05/10, Restaurant: Sushi Hana; Number of people: 1; After hours dinner when working late [New York] Michele Cohen billed 8.6 hours in Matter 3 B230 Financing on 3/5/10. PHJW Meals - M. Cohen, 01/03/10, Restaurant: Sushi Hana; Number of people: 1; After hours dinner when working late (Sunday) [New York] Michele Cohen (MJC9) billed 0.7 hours in B230 Financing on 1/3/10. 49.03*

52. 3/18/2010

29.54

53. 3/18/2010

25.00*

54. 3/31/2010

PHJW Meals - A. Crain, 03/27/10; Restaurant: Coalhouse Pizza; Number of people: 1; After hours dinner when working late (Saturday) [New York] Angelique Crain (AMC5) billed 9.7 hours in B320 Plan and Disclosure Statement on 3/27/10. PHJW Meals - A. Crain, 03/27/10, Restaurant: Coalhouse Pizza; Number of people: 1; After hours dinner when working late (Saturday) [New York] This is a duplicate charge.

11.13

55. 3/31/2010

23.20*

[1]

Please note that time billed in B210 Business Operations not only includes all issues related to a debtor-inpossession operating in chapter 11 and other similar matters, such as SEC filings, but also includes general corporate matters such as UCC searches and filings and the preparation and filings of certificates of incorporation, resolutions and bylaws.