10-15973-scc doc 1102 filed 10/10/12 entered 10/10/12 12 ...docket #1102 date filed: 10/10/2012-2-...

Peter C. Hein C. Lee Wilson WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, New York 10019 Tel: (212) 403-1000 Fax: (212) 403-2000

Special Counsel to the Debtor

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------- In re AMBAC FINANCIAL GROUP, INC.,

Debtor. ---------------------------------------------------------------

x : : : : : : : x

Chapter 11 Case No. 10-15973 (SCC)

FIFTH INTERIM FEE APPLICATION OF WACHTELL, LIPTON, ROSEN & KATZ AS SPECIAL COUNSEL TO THE DEBTOR FOR INTERIM ALLOWANCE FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FROM APRIL 1, 2012 THROUGH AUGUST 31, 2012

SUMMARY SHEET

Name of Applicant: Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”)

Authorized to Provide Professional Services to: Ambac Financial Group, Inc. (the “Debtor”)

Date of Retention: July 18, 2011, nunc pro tunc to April 9, 2010 (the “Commencement Date”)

Period for Which Compensation and Reimbursement is Sought:

April 1, 2012 through and including August 31, 2012 (the “Fifth Application Period”)

Role in the Case: Special Counsel to the Debtor

Amount of Compensation Sought as Actual, Reasonable, and Necessary:

$205,367.50

10-15973-scc Doc 1102 Filed 10/10/12 Entered 10/10/12 12:55:30 Main Document Pg 1 of 59

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Docket #1102 Date Filed: 10/10/2012

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Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary:

$9,154.08

Aggregate Amounts Paid to Date in Respect of the Fifth Application Period:

$164,294.00

Amount of Existing Holdback Requested: $41,073.50

This is a Monthly X Interim ___ Final Fee Application


SUMMARY OF FIFTH INTERIM FEE APPLICATION OF WACHTELL, LIPTON, ROSEN & KATZ FOR SERVICES RENDERED

FOR THE PERIOD APRIL 1, 2012 THROUGH AUGUST 31, 2012

Summary of Professional Fees

Name of Professional Individual

Department and Licensure

Hourly Billing Rate1

Total Hours Billed

Total Compensation

Partners

Peter C. Hein Dept: Litigation License: NY (1976)

$975 57.2 $55,770.00

Mark Gordon Dept: Corporate License: NY (1995)

$875 4.25 $3,718.75

Associates and Of Counsel

Douglas Mayer Dept: Restructuring and Finance License: NY (1987)

$975 0.6 $585.00

Christopher Lee Wilson

Dept: Litigation License: NY (2007)

$650 160.8 $104,520.00

Alexander B. Lees Dept: Restructuring and Finance License: NY (2008)

$600 2.0 $1,200.00

Other Billed Professionals

Cecilia Glass Summer Associate $225 52.1 $11,722.50

Kevin Jonke Summer Associate $225 33.3 $7,492.50

Shera Goldman Dept: Library $225 0.9 $202.50

Lena Goldenberg Dept: Library $225 0.5 $112.50

1 For purposes of Wachtell Lipton’s representation of Ambac, the hourly billing rates of all professionals

have been capped at $975.


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Judith E. Thompson

Dept: Library $225 0.1 $22.50

Elio Bettini Dept: Library $175 0.5 $87.50

Janeen Byron Dept: Library $175 1.4 $245.00

Mary Cronin Dept: Library $175 0.3 $52.50

Roseanne M. Shea Dept: Library $175 0.8 $140.00

Aisha Collins Dept: Paralegals $275 13.5 $3,712.50

Jeffrey Sawyer Dept: Paralegals $275 11.5 $3,162.50

Robinson C. Strauss

Dept: Paralegals $275 24.1 $6,627.50

Ilya Dolin Dept: Paralegals $225 8.0 $2,000.00

Leigh Fisch Dept: Paralegals $225 11.5 $2,587.50

Taylor Lockett Dept: Paralegals $225 3.0 $675.00

Esther Silberstein Dept: Paralegals $225 3.25 $731.25

Professionals Totals Total Hours Billed

Total Compensation

Total Fees Incurred2

389.6 $205,367.50

2 The blended hourly rate for all attorneys who billed time during the Fifth Application Period is $737.35, calculated by dividing the total amount of fees earned by Wachtell Lipton attorneys ($165,793.75) by the total number of hours billed by such attorneys (224.85). The blended hourly rate for all professionals who billed time during the Fifth Application Period is $527.12, calculated by dividing the total amount of fees billed by all professionals ($205,367.50) by the total number of hours billed by all professionals (389.6).


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PRIOR INTERIM APPLICATIONS3

Requested Approved

Date Filed (Docket No.)

Period Covered

Fees Expenses Fees Expenses

4/6/11 (238)

11/9/10-2/28/11

$479,170.25 $4,481.17 $472,274.25 $4,481.17

8/31/11 (538)

3/1/11- 6/30/11

$276,858.75 $2,545.85 $276,858.75 $2,210.27

11/22/11 (701)

7/1/11- 10/31/11

$381,518.75 $14,274.46 $381,518.75 $14,274.46

4/20/12 (983)

11/1/11- 3/31/12

$199,183.50 $5,605.03 $199,183.50 $5,605.03

PRIOR MONTHLY FEE STATEMENTS WITHIN THE FIFTH APPLICATION PERIOD

Date Filed (Docket No.)

Period Covered

Total Fees Total Expenses

Objections Amount Paid Following

Expiration of Objection Deadline4

5/22/12 (1004)

4/1/12- 4/30/12

$30,538.75 $1,505.57 No $25,936.57

6/20/12 (1020)

5/1/12- 5/31/12

$88,763.75 $2,180.32 No $73,191.32

3 This is Wachtell Lipton’s Fifth Interim Fee Application. 4 Pursuant to the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code (Docket No. 81), as of the expiration of the monthly Objection Deadline, the Debtor paid Wachtell Lipton eighty percent (80%) of the fees and one hundred percent (100%) of the expenses identified in each Monthly Fee Statement to which no objection was served, all paid and reimbursed out of pre-Commencement Date retainers received from the Debtor as described in the Debtor’s Application, Pursuant to Section 327(e) of the Bankruptcy Code, Bankruptcy Rule 2014(a), and Local Rule 2014-1, For Authorization to Employ and Retain Wachtell, Lipton, Rosen & Katz as Special Litigation Counsel to the Debtor, Nunc Pro Tunc to the Commencement Date.


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7/20/12 (1037)

6/1/12- 6/30/12

$71,510.00 $4,979.99 No $62,187.99

8/17/12 (1059)

7/1/12- 7/31/12

$8,470.00 $186.60 No $6,962.60

9/20/12 (1079)

8/1/12- 8/31/12

$6,085.00 $301.60 No N/A5

5 The Objection Deadline has not yet passed for the monthly fee statement filed and served on

September 20, 2012.





Debtor. ---------------------------------------------------------------

x : : : : : : : x


FIFTH INTERIM FEE APPLICATION OF WACHTELL, LIPTON, ROSEN & KATZ AS SPECIAL COUNSEL TO THE DEBTOR FOR INTERIM ALLOWANCE FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FROM APRIL 1, 2012 THROUGH AUGUST 31, 2012

TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATE BANKRUPTCY JUDGE:

Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), special counsel to Ambac Financial

Group, Inc. (the “Debtor”), in support of its fifth application (the “Application”), pursuant to

sections 330(a) and 331 of title 11, United States Code (the “Bankruptcy Code”) and Rule 2016

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for the allowance of

interim compensation for professional services rendered by Wachtell Lipton for the period

commencing April 1, 2012 through and including August 31, 2012 (the “Fifth Application


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Period”), and for reimbursement of its actual and necessary expenses incurred during the Fifth

Application Period, respectfully represents:

Preliminary Statement

1. By this Application and pursuant to sections 330 and 331 of title 11 of the United

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

(the “Bankruptcy Rules), and Rule 2016-1 of the Local Rules for the Bankruptcy Court for the

Southern District of New York (the “Local Rules”), Wachtell Lipton requests that this Court

authorize interim allowance of compensation for professional services rendered and

reimbursement of expenses incurred during the Fifth Application Period in the amount of

$214,521.58 (the “Application Amount”). This Application Amount includes: (a)

reimbursement of $9,154.08 in actual and necessary expenses incurred by Wachtell Lipton in

connection with its rendition of professional services during the Fifth Application Period; and

(b) compensation of $205,367.50 in fees for services rendered to the Debtor during the Fifth

Application Period. The Application Amount includes $41,073.50 of Wachtell Lipton’s fees that

have been “held back” (the “Holdback”) in accordance with this Court’s Order Pursuant to

Sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-1

Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of

Professionals [Docket No. 81] (the “Interim Compensation Order”).

Jurisdiction

2. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.

§§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of these

cases and this Application in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409. The

statutory predicates for the relief requested herein are sections 330 and 331 of the Bankruptcy

Code.


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Background

3. On July 2, 2011, the Debtor filed an application to employ Wachtell Lipton as

their special counsel with respect to five shareholder securities and derivative lawsuits and with

respect to certain corporate services (the “Wachtell Lipton Retention Application”) [Docket No.

150]. No objections were filed to Wachtell Lipton’s retention, and, pursuant to an order dated

July 18, 2011, the Debtor was authorized to retain Wachtell Lipton as special counsel [Docket

No. 181].

4. Pursuant to the Wachtell Lipton Retention Application, Wachtell Lipton was

retained as special counsel with respect to five shareholder securities and derivative actions

(collectively the “2008 Shareholder Litigation”) in which Wachtell Lipton had been representing

the Debtor and certain of its current and former officers and directors (to whom the Debtor owed

an indemnity obligation) since June of 2008, as well as to provide certain corporate services as

described below. As special counsel, Wachtell Lipton was retained to: (i) assist the Debtor in

negotiating and effectuating a settlement of the 2008 Shareholder Litigation; (ii) negotiate and

prepare papers seeking approval of the settlement of the 2008 Shareholder Litigation by the

United States District Court for the Southern District of New York, the court in which the

shareholder securities actions are pending; (iii) represent the Debtor in the United States District

Courts and State Courts in which the 2008 Shareholder Litigation is pending; (iv) provide any

assistance requested by counsel to the Debtor, Dewey & LeBoeuf, in connection with efforts to

obtain any necessary approvals of the settlement of the 2008 Shareholder Litigation by the

Bankruptcy Court; and (v) represent, or provide legal advice to, the board of directors of the

Debtor with respect to certain corporate governance and board-related matters and other

corporate matters (“Corporate Services”).


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Summary of Professional Compensation

5. Wachtell Lipton seeks allowance of interim compensation for professional

services performed during the Fifth Compensation Period, in the amount of $205,367.50, and for

reimbursement of expenses incurred in connection with the rendition of such services in the

amount of $9,154.08. During the Fifth Compensation Period, Wachtell Lipton professionals

expended a total of approximately 389.6 hours in connection with the necessary services

performed.

6. This Application has been prepared in accordance with the Amended Guidelines

for Fees and Disbursements for Professionals in the Southern District of New York Bankruptcy

Cases adopted by the Court on April 25, 2009 (the “Local Guidelines”), the United States Trustee

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed

Under 11 U.S.C. § 330 adopted on June 30, 1996 (the “UST Guidelines”), and the Interim

Compensation Order (together with the Local Guidelines and the UST Guidelines, the

“Guidelines”). Pursuant to the UST Guidelines, the Debtor has been provided with a copy of the

Application for their review and will have completed their review of the same prior to the

hearing on the Application.

7. As described in the Wachtell Lipton Retention Application, prior to April 8, 2010

(the “Commencement Date”), Wachtell Lipton had received a total of $1.65 million from Ambac

Financial Group, Inc. in payments and retainers to cover future fees and costs in the 2008

Shareholder Litigation and a total of $55,053.19 in payments and retainers to cover future fees

and costs in the provision of Corporate Services to the Debtor.

8. The fees charged by Wachtell Lipton in these cases are billed in accordance with

Wachtell Lipton’s existing billing rates and procedures in effect during the Fifth Application

Period. The rates Wachtell Lipton charges for the services rendered by its professionals in this


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chapter 11 case are the same rates Wachtell Lipton charges for professional services rendered in

comparable non-bankruptcy related matters, except that Wachtell Lipton has voluntarily capped

the hourly billing rates of all professionals at $975 per hour for purposes of Wachtell Lipton’s

representation of the Debtor. Such fees are reasonable based on the customary compensation

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

in a competitive national market.

9. Pursuant to the Local Guidelines, a certification regarding compliance with the

Local Guidelines is annexed hereto as Exhibit “A.”

Monthly Fee Statements

10. On May 21, 2010, the Court entered the Interim Compensation Order. The

Interim Compensation Order provides, among other things, that retained professionals of the

Debtors and the Creditors’ Committee are required to submit monthly itemized billing statements

(each, a “Fee Statement”) to the U.S. Trustee, the Debtor, counsel to the Debtor (Dewey &

LeBoeuf LLP), and counsel to the statutory committee of unsecured creditors (Morrison &

Foerster LLP or the “Creditors’ Committee”). Upon passage of a thirty-five (35) day objection

period, if no objections have been received, the Debtor is authorized to pay the professionals

80% of the fees, and 100% of the expenses, requested in each Fee Statement. Approximately

every 120 days, but no more than every 150 days, each of the Debtors’ and Creditors’

Committee’s retained professionals is required to serve and file with the Court an application

pursuant to section 330 and 331 of the Bankruptcy Code for interim or final Court approval and

allowance of the compensation of reimbursement of expenses requested by such professional in

the Fee Statements.


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11. In compliance with the Interim Compensation Order, Wachtell Lipton has

submitted five Fee Statements relating to the Fifth Application Period. Payment on account of

these Fee Statements was requested as follows:

(a) Pursuant to the Fee Statement for the period April 1, 2012 through April 30,

2012 (the “April Fee Statement”, Docket 1004), Wachtell Lipton requested

payment of $25,936.57, representing 80% of the total fees requested for

services rendered ($30,538.75) and 100% of the expenses incurred

($1,505.57) during the period.

(b) Pursuant to the Fee Statement for the period May 1, 2012 through May 31,

2012 (the “May Fee Statement”, Docket 1020), Wachtell Lipton requested




(c) Pursuant to the Fee Statement for the period June 1, 2012 through June 30,

2012 (the “June Fee Statement”, Docket 1037), Wachtell Lipton requested




(d) Pursuant to the Fee Statement for the period July 1, 2012 through July 31,

2012 (the “July Fee Statement”, Docket 1059), Wachtell Lipton requested


services rendered ($8,470.00) and 100% of the expenses incurred ($186.60)

during the period.


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(e) Pursuant to the Fee Statement for the period August 1, 2012 through August

31, 2012 (the “August Fee Statement”, Docket 1079), Wachtell Lipton

requested payment of $5,169.60, representing 80% of the total fees requested

for services rendered ($6,085.00) and 100% of the expenses incurred

($301.60) during the period.

12. No objections to the April Fee Statement, May Fee Statement, June Fee

Statement, July Fee Statement or August Fee Statement have been received as of the filing of this

Application. In accordance with the Interim Compensation Order, Wachtell Lipton has

recognized payment out of the pre-petition retainers of $25,936.57 (80% of fees and 100% of

expenses) relating to the April Fee Statement, $73,191.32 (80% of fees and 100% of expenses)

relating to the May Fee Statement, $62,187.99 (80% of fees and 100% of expenses) relating to

the June Fee Statement, and $6,962.60 (80% of fees and 100% of expenses) relating to the July

Fee Statement. Upon the expiration of the Objection Deadline for the August Fee Statement,

Wachtell Lipton will recognize $5,169.60 (80% of fees and 100% of expenses) relating to the

August Fee Statement.

This Fee Application

13. Wachtell Lipton maintains written records of the time expended by attorneys and

other professionals in the rendition of professional services to the Debtor. Such time records are

made contemporaneously with the rendition of services by the person rending such services. A

copy of the daily time records for the Fifth Application Period, broken down by matter and

listing the name of the attorney or other professional, the date on which the services were

performed, and the amount of time spent in performing the services was annexed to the April Fee

Statement, May Fee Statement, June Fee Statement, July Fee Statement and the August Fee


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Statement. Copies of those daily time records organized by matter (i.e., project category), and

the accompanying monthly bills by matter, are also attached hereto as Exhibit “B”.

14. For the convenience of the Court and parties in interest, annexed hereto as Exhibit

“C” is a list of the attorneys and other professionals who worked on these cases during the Fifth

Application Period, the aggregate time expended by each individual during the Fifth Application

Period, his or her hourly billing rates during the Fifth Application Period, and the amount of

Wachtell Lipton’s fees attributable to each individual.

15. Wachtell Lipton also maintains records of all actual and necessary out-of-pocket

expenses incurred in connection with the rendition of professional services. A schedule setting

forth the categories of expenses and amounts for which reimbursement is requested is annexed

hereto as Exhibit “D”.

16. To the extent that time or disbursement charges for services rendered or

disbursements incurred relate to the Fifth Application Period, but were not processed prior to the

preparation of this Application, Wachtell Lipton reserves the right to request additional

compensation for such services and reimbursement of such expenses in a future application.

Summary of Services Performed by Wachtell Lipton During the Compensation Period

17. The following summary highlights the major areas to which Wachtell Lipton

devoted substantial time and attention during the Fifth Application Period. The full breadth of

Wachtell Lipton’s services are reflected in Wachtell Lipton’s time records for the Fifth

Application Period, annexed hereto as Exhibit B.

18. Representation in the 2008 Shareholder Litigation (Matter 001):

(a) During the Fifth Application Period, Wachtell Lipton represented the Debtor

and certain of its current or former officers or directors in a series of efforts

regarding settlement of the 2008 Shareholder Litigation. Settlement efforts


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during this period required Wachtell Lipton appearing as special counsel on

behalf of the Debtor in the appeal by an objector to the settlement of the

United States District Court of the Southern District of New York’s order

affirming this Court’s order pursuant to Rule 9019 to the United States Court

of Appeals for the Second Circuit (as discussed in further detail below).

Settlement efforts during the Fifth Application Period also required Wachtell

Lipton to assist the Debtor’s bankruptcy counsel by reviewing pertinent

portions of various bankruptcy court documents including disclosure

statements and the plan of reorganization.

(b) At the same time, Wachtell Lipton continued to represent the Debtor and

certain of its current or former officers or directors in the shareholder

securities and derivative actions constituting the 2008 Shareholder Litigation.

This included representing the Debtor and certain of the Debtor’s current or

former officers or directors in an appeal of the judgment entered by the

District Court approving the Settlement to the Second Circuit (which appeal

had previously been consolidated with the appeal from the order of the

District Court affirming this Court’s order pursuant to Rule 9019); drafting

and filing an opposition brief in the consolidated Second Circuit appeal;

presenting oral argument on the Debtor’s behalf in the consolidated Second

Circuit appeal; and evaluating and commenting on the Second Circuit’s order

affirming the District Court’s order approving the Settlement and affirming

the District Court’s order affirming this Court’s order pursuant to Rule 9019.

This also included representing the Debtor in ongoing derivative actions,


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including among other efforts representing the Debtor in an appeal to the

Delaware Supreme Court from the Delaware Court of Chancery’s order

granting the Debtor’s motion to dismiss the Delaware derivative action and

presenting oral argument on the Debtor’s behalf in that appeal. This also

included updating the Debtor and other defendants in the 2008 Shareholder

Litigation as to developments therein and coordinating with respect to other

litigation being pursued by or against the Debtor and/or its officers and

directors.

(c) In connection with the foregoing services on Matter 001, Wachtell Lipton

spent 312.51 hours during the Fifth Application Period, for which Wachtell

Lipton seeks compensation of $174,708.75. Detailed time entries of each

Wachtell Lipton professional related to these services are attached hereto as

part of Exhibit B.

19. Corporate Services — Representation of, or Provision of Legal Advice to, the

Board of Directors of the Debtor (Matter 002):

(a) During the Fifth Application Period, Wachtell Lipton also provided legal

advice to the Debtor’s board of directors with respect to corporate governance

and board related matters and other corporate matters.

(b) As provided in the Order of this Court authorizing the retention of Wachtell

Lipton [Docket 181], Wachtell Lipton maintain separate internal billing

records with respect to Corporate Services. Pursuant to the Court’s Order,

Wachtell Lipton’s compensation for Corporate Services shall not exceed

$10,000 per calendar month unless otherwise approved by the Court.


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(c) In connection with the foregoing services on Matter 002, Wachtell Lipton

spent 19.95 hours during the Second Application Period, for which Wachtell

Lipton seeks compensation of $17,498.75. Detailed time entries of each

Wachtell Lipton professional related to these services are attached hereto as

part of Exhibit B.

20. Preparation of Retention Applications, Fee Applications, Negotiations and

Discussions and Related Work with Respect Thereto (Matter 003):

(a) During the Fifth Application Period, Wachtell Lipton compiled and served

monthly Fee Statements, in compliance with the Interim Compensation Order.

Wachtell Lipton also compiled and served its Fourth Interim Fee Application.

In connection with the foregoing services, Wachtell Lipton spent 25.8 hours

during the Fifth Application Period, for which Wachtell Lipton seeks

compensation of $13,160.00. Detailed time entries of each Wachtell Lipton

professional related to these services are attached hereto as part of Exhibit B.

21. The foregoing professional services performed by Wachtell Lipton were actual,

necessary, and appropriate and in the best interests of the Debtor and other parties in interest.

Compensation for such services as requested is commensurate with the complexity, importance,

and nature of the issues and tasks involved. The professional services were performed

expeditiously and efficiently.

22. The professional services performed by Wachtell Lipton on behalf of the Debtor

during the Fifth Application Period required an aggregate expenditure of 389.6 recorded hours by

Wachtell Lipton’s employees.


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23. During the Fifth Application Period, Wachtell Lipton billed the Debtor for time

expended by employees based on hourly rates ranging from $175 to $975 per hour. Allowance

of compensation at the amount requested would result in a blended hourly billing rate of

approximately $527.12 (based on 389.6 recorded hours for employees at Wachtell Lipton’s

billing rates in effect at the time of the performance of services).

The Requested Compensation Should be Allowed

24. Section 331 of the Bankruptcy Code provides for interim compensation of

professionals and incorporates the substantive standards of section 330 to govern the Court’s

award of such compensation. 11 U.S.C. § 331. Section 330 provides that a court may award a

professional employed under section 327 of the Bankruptcy Code “reasonable compensation for

actual, necessary services rendered . . . and reimbursement for actual, necessary expenses.” Id.

§ 330(a)(1). Section 330 also sets forth the criteria for the award of such compensation and

reimbursement:

In determining the amount of reasonable compensation to be awarded to [a] professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including – (A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. Id. § 330(a)(3).

25. In the instant case, Wachtell Lipton submits that the services for which it seeks

compensation and the expenditures for which it seeks reimbursement in this Application were

necessary for and beneficial to the preservation and maximization of value for all stakeholders


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and to the orderly administration of the Debtor’s chapter 11 estate. The compensation requested

herein is reasonable in light of the nature, extent, and value of such services to the Debtor, its

estate, and all parties in interest.

26. In sum, the services rendered by Wachtell Lipton were necessary and beneficial to

the Debtor’s estate and were consistently performed in a timely manner commensurate with the

complexity, importance, and nature of the issues involved.

Notice

27. Wachtell Lipton provided notice of this Application to parties in interest in

accordance with the Interim Compensation Order: (a) the Debtor; (b) counsel to the Debtor;

(c) the Office of the United States Trustee for the Southern District of New York; and (d) counsel

to the Committee (each as defined in the Interim Compensation Order). In light of the nature of

the relief requested, Wachtell Lipton respectfully submits that no further notice is necessary.

28. No previous request for the relief sought has been made by Wachtell Lipton to

this or any other Court.

Conclusion

29. WHEREFORE, Wachtell Lipton respectfully requests that the Court enter an

Order:

(a) allowing Wachtell Lipton interim compensation in an amount equal to

$205,367.50;

(b) awarding Wachtell Lipton reimbursement of actual, necessary expenses

incurred in connection with the rendition of services during the Fifth

Application Period, in the amount of $9,154.08;


Exhibit A

Certification





Debtor. ---------------------------------------------------------------

x : : : : : : : x


CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF FIFTH INTERIM FEE APPLICATION OF WACHTELL, LIPTON, ROSEN & KATZ AS SPECIAL COUNSEL TO THE DEBTOR FOR INTERIM ALLOWANCE FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES

I, C. Lee Wilson, hereby certify that:

1. I am an associate with the applicant firm, Wachtell, Lipton, Rosen & Katz

(“Wachtell Lipton”), and submit this certification with respect to the Chapter 11 case of Ambac

Financial Group, Inc. (the “Debtor), in compliance with the Amended Guidelines for Fees and

Disbursements for Professionals in the Southern District of New York Bankruptcy Cases adopted

by the Court on April 25, 2009 (the “Local Guidelines”), the U.S. Trustee Guidelines for

Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11

U.S.C. § 330 adopted on June 30, 1996 (the “UST Guidelines”) and this Court’s Order Pursuant

to Sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule


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2016-1 Establishing Procedures for Interim Monthly Compensation and Reimbursement of

Expenses of Professionals [Docket No. 81] (the “Interim Compensation Order”) (collectively, the

“Guidelines”).

2. In accordance with the Guidelines, this certification is made in respect of Wachtell

Lipton’s Fifth application, dated April 20, 2012 (the “Application”), seeking (i) the allowance of

interim compensation for professional services performed by Wachtell Lipton for the period

commencing April 1, 2012 through and including August 31, 2012 (the “Fifth Application

Period”) and (ii) reimbursement of its actual and necessary expenses incurred during the Fifth

Application Period.

3. In respect of Section A.1 of the Local Guidelines, I certify that:

(a) I have read the Application;

(b) to the best of my knowledge, information, and belief formed after reasonable

inquiry, the fees and disbursements sought fall within the Local Guidelines;

(c) the fees and disbursements sought are billed at rates in accordance with those

customarily charged by Wachtell Lipton and generally accepted by Wachtell

Lipton’s clients (except that, as noted in the Application, Wachtell Lipton has

voluntarily capped the hourly billing rates of all professionals at $975 per hour

for purposes of Wachtell Lipton’s representation of the Debtor); and

(d) in providing the reimbursable services for which reimbursement is being

sought in the Application, Wachtell Lipton does not intend to make a profit on

that service, whether the service is performed by Wachtell Lipton in-house or

through a third party. For photocopies in particular, Wachtell Lipton bills $.16

per page, which represents Wachtell Lipton’s best estimate as to its total cost


Exhibit B

Time Records for the Period April 1, 2012 through August 31, 2012

Organized by Matter/Project

Summary of Hours Billed per Matter

Task Code Matter Description Total Billed Hours

Total Compensation

001 Representation in Securities and Derivative Litigation

335.75 $174,708.75

002 Corporate Services – Representation of, or Provision of Legal Advice to, the Board of Directors of the Debtor with Respect to Corporate Governance and Board-Related Matters and Other Corporate Matters

19.95 $17,498.75

003 Preparation of Application for Appointment as Special Counsel/Preparation of Fee Applications/Discussions and Related Work with Respect Thereto

25.8 $13,160.00

Total Fees Incurred 389.6 $205,367.50


WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 1 (1) As of Apr 30/12 Date Prepared : May 16/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0003 Post 11/8 - Corporate Billing Partner: 0230 Edward D. Herlihy-------------------------------------------------------------------------------------------------------------------------------

Unbilled Time------------- Attorney Latest -- Time This Month -- Oldest --Total Unbilled--- ID Name Entry Hours Dollars Entry Hours Dollars

(1) 0221 Peter C. Hein Apr 30/12 4.70 4,582.50 Apr 24/12 4.70 4,582.50(1) 0934 Christop Wilson Apr 29/12 3.50 2,275.00 Apr 27/12 3.50 2,275.00

Total 8.20 6,857.50 8.20 6,857.50


Billed and Unbilled Recap Of Time Detail - [05821-0003 - Post 11/ 8 - Corporate] Page 1 Client:05821 - Ambac Financial Group, Inc. 5/16/2012 1:15:16 PM

Date Initials Name / Invoice Number Hours Amount Description Matter Number Index

04/24/2012 0221 Peter C. Hein 0.80 780.00 Conversation with client; followup on client 05821-0003 4417813request.

04/27/2012 0221 Peter C. Hein 0.80 780.00 Conversations with client and follow up on 05821-0003 4419944client request.

04/27/2012 0934 Christopher L. Wilson 1.50 975.00 call and analysis with Peter Hein regarding 05821-0003 4425372corporate advice

04/28/2012 0934 Christopher L. Wilson 1.00 650.00 comment on corporate advice analysis 05821-0003 4425376

04/28/2012 0221 Peter C. Hein 0.20 195.00 Follow up on client request. 05821-0003 4419948

04/29/2012 0221 Peter C. Hein 1.80 1,755.00 Review materials for client call; follow up on 05821-0003 4419952client request.

04/29/2012 0934 Christopher L. Wilson 1.00 650.00 revise corporate advice analysis and followup 05821-0003 4425378

04/30/2012 0221 Peter C. Hein 1.10 1,072.50 Preparation for conversation with client; 05821-0003 4420901conversation with client.

UNBILLED TOTALS: WORK 8.20 6,857.50 8 recordsUNBILLED TOTALS: BILL: 8.20 6,857.50

GRAND TOTALS: WORK: 8.20 6,857.50 8 recordsGRAND TOTALS: BILL: 8.20 6,857.50


WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 3 (1) As of Apr 30/12 Date Prepared : May 07/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0503 Post 11/8 - Litigation Billing Partner: 0292 Mark Gordon-------------------------------------------------------------------------------------------------------------------------------


(1) 0221 Peter C. Hein Apr 30/12 3.30 3,217.50 Apr 03/12 3.30 3,217.50(1) 0934 Christop Wilson Apr 30/12 22.60 14,690.00 Apr 02/12 22.60 14,690.00(1) 2706 Shera Goldman Apr 30/12 0.90 202.50 Apr 30/12 0.90 202.50(1) 2715 Judith E Thompson Apr 18/12 0.10 22.50 Apr 18/12 0.10 22.50(1) 2740 Mary Cronin Apr 10/12 0.30 52.50 Apr 10/12 0.30 52.50

Total 27.20 18,185.00 27.20 18,185.00

Lat Date Old Date Unbilled disbursements Unbilled Disb

Apr 20/12 Apr 20/12 006 Courier Service 28.23Mar 07/12 Mar 07/12 008 Postage Meter Actual Charges 1.10Apr 30/12 Apr 30/12 010 Duplicating 36.32Apr 30/12 Feb 29/12 029 Library-Westlaw Recovery 891.12Mar 08/12 Mar 08/12 062 O/S Telephone 58.86Apr 30/12 Jan 12/12 065 O/S Obtain Court Documents 489.94

Total Disbursements 1,505.57

Total Unbilled Amount 19,690.57


Billed and Unbilled Recap Of Time Detail - [05821-0503 - Post 11/ 8 - Litigation] Page 1 Client:05821 - Ambac Financial Group, Inc. 5/7/2012 10:54:08 AM


04/02/2012 0934 Christopher L. Wilson 0.80 520.00 review and summarize other litigation status 05821-0503 4425320(.5); call to discuss other litigation (.3)

04/03/2012 0934 Christopher L. Wilson 1.80 1,170.00 discuss Delaware Supreme Court oral argument 05821-0503 4425322(.5); followup re Delaware Supreme Court oralargument (.3); call with Ambac re otherlitigation and summary (1)

04/03/2012 0221 Peter C. Hein 0.20 195.00 Appeal issues. 05821-0503 4400065


04/04/2012 0934 Christopher L. Wilson 0.50 325.00 planning re Delaware Supreme Court oral 05821-0503 4425324argument (.5)

04/05/2012 0934 Christopher L. Wilson 0.80 520.00 review materials and call with Patterson 05821-0503 4425326Belknap re other litigation (.8) .

04/06/2012 0934 Christopher L. Wilson 1.50 975.00 call with Todd Padnos to discuss Second Circuit 05821-0503 4425328brief (.5); research for Ambac oral argument(1)

04/10/2012 2740 Mary Cronin 0.30 52.50 send court documents to L. Wilson 05821-0503 4427038

04/12/2012 0934 Christopher L. Wilson 1.50 975.00 review Delaware reply brief and send comments 05821-0503 4425336(1); send email re thoughts on followup (.5)

04/13/2012 0934 Christopher L. Wilson 0.50 325.00 emails re DE supreme court oral argument (.5) 05821-0503 4425339

04/17/2012 0934 Christopher L. Wilson 1.10 715.00 call with Ambac re other litigation (.5); pull 05821-0503 4425346materials re factual analysis (.6)

04/18/2012 0934 Christopher L. Wilson 0.70 455.00 call with Ambac re other litigation (.4); 05821-0503 4425349review NYS derivative dockets (.3)


04/18/2012 2715 Judith E. Thompson 0.10 22.50 Pulled court document for L. Wilson. 05821-0503 4416791

04/19/2012 0934 Christopher L. Wilson 0.80 520.00 circulate factual materials and call to discuss 05821-0503 4425353(.8)

04/24/2012 0934 Christopher L. Wilson 1.10 715.00 review joint appendix cover and provide 05821-0503 4425364comments (.8); discussion with underwriters rejoint appendix (.3)


04/26/2012 0221 Peter C. Hein 0.30 292.50 Second circuit appeal. 05821-0503 4418410

04/26/2012 0934 Christopher L. Wilson 1.50 975.00 review PFRS's second circuit brief and 05821-0503 4425369summarize (1); review research re DE SupremeCourt (.5)

04/27/2012 0934 Christopher L. Wilson 0.50 325.00 Revise Ambac litigation disclosures (.5) 05821-0503 4425373

04/27/2012 0221 Peter C. Hein 1.50 1,462.50 Delaware and second circuit appeals. 05821-0503 4419943

04/29/2012 0934 Christopher L. Wilson 3.50 2,275.00 prepare talking points for DE Supreme Court 05821-0503 4425379oral argument

04/30/2012 0934 Christopher L. Wilson 6.00 3,900.00 revise talking points for DE Supreme Court oral 05821-0503 4425381argument (4); prepare materials for DE SupremeCourt oral argument (2)

04/30/2012 0221 Peter C. Hein 0.50 487.50 Appeals. 05821-0503 4420902

04/30/2012 2706 Shera Goldman 0.90 202.50 Obtain cases for l fisch 05821-0503 4423399




WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 5 (1) As of Apr 30/12 Date Prepared : May 07/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0504 Post 11/8 - Litigation (Fee Application Time) Billing Partner: 0292 Mark Gordon-------------------------------------------------------------------------------------------------------------------------------


(1) 0221 Peter C. Hein Apr 19/12 0.10 97.50 Apr 19/12 0.10 97.50(1) 0934 Christop Wilson Apr 20/12 3.80 2,470.00 Apr 16/12 3.80 2,470.00(1) 2258 Robinson Strauss Apr 24/12 10.65 2,928.75 Apr 18/12 10.65 2,928.75

Total 14.55 5,496.25 14.55 5,496.25



Billed and Unbilled Recap Of Time Detail - [05821-0504 - Post 11/ 8 - Litigation (Fee Application Time)] Page 1 Client:05821 - Ambac Financial Group, Inc. 5/7/2012 10:54:22 AM


04/16/2012 0934 Christopher L. Wilson 0.50 325.00 review billing materials (.5) 05821-0504 4425344

04/18/2012 0934 Christopher L. Wilson 0.50 325.00 review monthly fee statement 05821-0504 4425350

04/18/2012 2258 Robinson C. Strauss 2.15 591.25 Drafted March fee application, emails to L. 05821-0504 4414997Wilson re same. Drafted 4th Interimapplication.

04/19/2012 2258 Robinson C. Strauss 2.25 618.75 Revised/reviewed March fee application and 05821-0504 4415145bills, prepared docs for ECF, emails to L.Wilson and accounting re same. Drafted 4thInterim application, reviewed case docket.

04/19/2012 0934 Christopher L. Wilson 1.50 975.00 revise monthly fee statement and file (.5); 05821-0504 4425354revise interim fee application (1)

04/19/2012 0221 Peter C. Hein 0.10 97.50 Review draft statement. 05821-0504 4412887

04/20/2012 0934 Christopher L. Wilson 1.30 845.00 review and edit interim fee application and 05821-0504 4425357file (1.3)

04/20/2012 2258 Robinson C. Strauss 2.75 756.25 Edited and reviewed 4th Interim application, 05821-0504 4416551updated master spreadsheets. Reviewed casedocket. Prepared documents for ECF, emails toL. Wilson re same. Organized fee applicationfiles/e-folders.

04/23/2012 2258 Robinson C. Strauss 2.50 687.50 Revised master fee app summary chart, reviewed 05821-0504 4423038Interim Orders, docket. Organized casefiles/e-folders.

04/24/2012 2258 Robinson C. Strauss 1.00 275.00 Revised master fee app spreadsheet and summary 05821-0504 4423047chart. Emails to L. Wilson re same.




WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 1 (1) As of May 31/12 Date Prepared : Jun 20/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0003 Post 11/8 - Corporate Billing Partner: 0230 Edward D. Herlihy-------------------------------------------------------------------------------------------------------------------------------


(1) 0221 Peter C. Hein May 08/12 5.70 5,557.50 May 01/12 5.70 5,557.50(1) 0271 Douglas Mayer May 09/12 0.60 585.00 May 04/12 0.60 585.00(1) 0292 Mark Gordon May 07/12 3.00 2,625.00 May 06/12 3.00 2,625.00(1) 0934 Christop Wilson May 08/12 1.20 780.00 May 06/12 1.20 780.00

Total 10.50 9,547.50


May 18/12 May 18/12 010 Duplicating 48.64May 31/12 Apr 30/12 029 Library-Westlaw Recovery 35.69Apr 30/12 Apr 30/12 063 O/S Other Service Co. Fees 17.15

Total Disbursements 101.48


Billed and Unbilled Recap Of Time Detail - [05821-0003 - Post 11/ 8 - Corporate] Page 1 Client:05821 - Ambac Financial Group, Inc. 6/20/2012 3:57:46 PM


05/01/2012 0221 Peter C. Hein 0.90 877.50 Review materials for client discussion; 05821-0003 4424193conference call with client.

05/03/2012 0221 Peter C. Hein 0.30 292.50 Follow up on client requrest. 05821-0003 4427876

05/04/2012 0271 Douglas K. Mayer 0.20 195.00 Corporate advice 05821-0003 4430224

05/05/2012 0221 Peter C. Hein 0.30 292.50 Follow up on client request. 05821-0003 4427534

05/06/2012 0292 Mark Gordon 0.75 656.25 Corporate advice 05821-0003 4431401

05/06/2012 0934 Christopher L. Wilson 0.50 325.00 comment on corporate advice (.5) 05821-0003 4455130

05/07/2012 0934 Christopher L. Wilson 0.40 260.00 comments re corporate advice (.4) 05821-0003 4455134

05/07/2012 0292 Mark Gordon 2.25 1,968.75 Corporate advice 05821-0003 4431405


05/07/2012 0221 Peter C. Hein 1.70 1,657.50 Follow up on client questions, prepare for 05821-0003 4428400client meeting.

05/08/2012 0221 Peter C. Hein 2.50 2,437.50 Preparation for client meeting; client meeting 05821-0003 4430827and follow up.

05/08/2012 0934 Christopher L. Wilson 0.30 195.00 respond to questions re advice (.3) 05821-0003 4455137





WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 1 (1) As of May 31/12 Date Prepared : Jun 20/12

Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0503 Post 11/8 - Litigation Billing Partner: 0292 Mark Gordon-------------------------------------------------------------------------------------------------------------------------------


(1) 0221 Peter C. Hein May 31/12 14.00 13,650.00 May 01/12 14.00 13,650.00(1) 0934 Christop Wilson May 31/12 62.90 40,885.00 May 01/12 62.90 40,885.00(1) 0966 Alexande Lees May 31/12 2.00 1,200.00 May 31/12 2.00 1,200.00(1) 1595 Cecilia Glass May 31/12 52.10 11,722.50 May 21/12 52.10 11,722.50(1) 2322 Aisha Collins May 31/12 13.50 3,712.50 May 31/12 13.50 3,712.50(1) 2472 Ilya Dolin May 19/12 8.00 2,000.00 May 18/12 8.00 2,000.00(1) 2575 Esther Silberstein May 31/12 3.25 731.25 May 31/12 3.25 731.25(1) 2614 Taylor A Lockett May 31/12 3.00 675.00 May 31/12 3.00 675.00(1) 2744 Roseanne Shea Apr 26/12 0.00 0.00 Apr 26/12 0.60 105.00(1) 2746 Elio Bettini May 01/12 0.50 87.50 May 01/12 0.50 87.50(1) 2897 Janeen M Byron May 22/12 1.00 175.00 May 22/12 1.00 175.00(1) 2928 Leigh E. Fisch May 31/12 4.50 1,012.50 Apr 30/12 11.50 2,587.50

Total 164.75 75,851.25 172.35 77,531.25


May 22/12 May 22/12 006 Courier Service 32.19May 18/12 May 18/12 010 Duplicating 96.48Apr 10/12 Apr 10/12 020 Travel - Out of Town Attys 459.00May 31/12 May 18/12 029 Library-Westlaw Recovery 1,469.65May 26/12 May 26/12 033 Library-Lexis Research 21.52

Total Disbursements 2,078.84



Billed and Unbilled Recap Of Time Detail - [05821-0503 - Post 11/ 8 - Litigation] Page 1 Client:05821 - Ambac Financial Group, Inc. 6/20/2012 3:58:09 PM


04/26/2012 2744 Roseanne M. Shea 0.60 105.00 Pull all documents filed in case - L. Wilson 05821-0503 4429754

04/30/2012 2928 Leigh E. Fisch 7.00 1,575.00 Oral Argument Prep. 05821-0503 4427509

05/01/2012 2746 Elio Bettini 0.50 87.50 Legal research 05821-0503 4428351

05/01/2012 0221 Peter C. Hein 1.40 1,365.00 Preparation for Delaware argument. 05821-0503 4424194

05/01/2012 0934 Christopher L. Wilson 9.50 6,175.00 Ambac moot argument (1); prepare for and travel 05821-0503 4455120to Delaware for Supreme Court appeal (8);followup questions re bankruptcy status (.5)

05/02/2012 0934 Christopher L. Wilson 9.00 5,850.00 send revised legal disclosures to Ambac (.5); 05821-0503 4455122prepare for, travel to and from, and argueDelaware Supreme Court appeal and calls todiscuss (8); call to discuss second circuitargument (.5)

05/02/2012 0221 Peter C. Hein 1.20 1,170.00 Issues re Delaware and Second Circuit appeals; 05821-0503 4424201conference call with client; review and commenton draft.

05/03/2012 0934 Christopher L. Wilson 1.20 780.00 call with creditors' committee (.3); email re 05821-0503 4455124client questions on settlement (.5); call withDewey re second circuit brief and email (.4)

05/06/2012 0934 Christopher L. Wilson 0.30 195.00 summarize recent case law (.3) 05821-0503 4455131

05/07/2012 0934 Christopher L. Wilson 1.80 1,170.00 comment on revised legal disclosures (.5); 05821-0503 4455135review Delaware Supreme Court decision and sendemail summarizing result (1); revise legaldisclosures (.3)

05/07/2012 0221 Peter C. Hein 0.40 390.00 Review and comment on draft; appeals issues. 05821-0503 4428401

05/08/2012 0221 Peter C. Hein 0.60 585.00 Conference call with clients; appeal issues. 05821-0503 4430830

05/08/2012 0934 Christopher L. Wilson 0.50 325.00 call with Ambac re second circuit appeal (.5) 05821-0503 4455138

05/09/2012 0934 Christopher L. Wilson 0.60 390.00 review Ambac draft brief (.6) 05821-0503 4455140

05/17/2012 0934 Christopher L. Wilson 0.50 325.00 call to discuss Second Circuit appeal (.5) 05821-0503 4455227

05/17/2012 0221 Peter C. Hein 2.60 2,535.00 Second circuit brief; conversation w/client and 05821-0503 4437185co-counsel

05/18/2012 0221 Peter C. Hein 0.50 487.50 Second Circuit brief 05821-0503 4438195

05/18/2012 2472 Ilya Dolin 5.50 1,375.00 Going through second circuit briefs to pull 05821-0503 4436689documents for L. Wilson's cases binder.

05/19/2012 2472 Ilya Dolin 2.50 625.00 Finishing up second circuit cases binder and 05821-0503 4436694QC'ing it.

05/20/2012 0934 Christopher L. Wilson 2.00 1,300.00 work on Ambac Second Circuit brief 05821-0503 4455231

05/21/2012 0934 Christopher L. Wilson 1.00 650.00 call to discuss Ambac research; review research 05821-0503 4455233

05/21/2012 1595 Cecilia A. Glass 7.20 1,620.00 research for appellate brief 05821-0503 4438616

05/22/2012 1595 Cecilia A. Glass 11.50 2,587.50 research for appellate brief. 05821-0503 4442237

05/22/2012 0934 Christopher L. Wilson 1.00 650.00 review Ambac research and comment; call to 05821-0503 4455235discuss Ambac research

05/22/2012 2897 Janeen M. Byron 1.00 175.00 For C. Glass - case research. 05821-0503 4451773

05/23/2012 0934 Christopher L. Wilson 1.00 650.00 call to discuss Ambac research and comment on 05821-0503 4455238research

05/23/2012 1595 Cecilia A. Glass 7.20 1,620.00 research for brief with Lee Wilson 05821-0503 4442239

05/24/2012 1595 Cecilia A. Glass 6.30 1,417.50 more research for brief and drafted memo. 05821-0503 4442241


Billed and Unbilled Recap Of Time Detail - [05821-0503 - Post 11/ 8 - Litigation] Page 2 Client:05821 - Ambac Financial Group, Inc. 6/20/2012 3:58:09 PM


05/25/2012 1595 Cecilia A. Glass 5.80 1,305.00 draft section of brief and research re the 05821-0503 4442243same.

05/25/2012 0934 Christopher L. Wilson 0.50 325.00 review and comment on Second Circuit brief 05821-0503 4455241research (.5)

05/26/2012 0934 Christopher L. Wilson 2.00 1,300.00 review and comment on research re Ambac Second 05821-0503 4455243Circuit brief

05/26/2012 1595 Cecilia A. Glass 5.00 1,125.00 follow-up research for brief for Lee Wilson 05821-0503 4442807

05/26/2012 0221 Peter C. Hein 0.80 780.00 Review and comment on draft second circuit 05821-0503 4445729brief.

05/27/2012 1595 Cecilia A. Glass 1.50 337.50 follow-up research for brief for Lee Wilson 05821-0503 4442808

05/27/2012 0934 Christopher L. Wilson 4.00 2,600.00 draft Ambac Second Circuit brief 05821-0503 4455245



05/29/2012 1595 Cecilia A. Glass 2.10 472.50 drafting section of appelate brief. 05821-0503 4444754


05/31/2012 0934 Christopher L. Wilson 14.00 9,100.00 revise Ambac Second Circuit brief; call to 05821-0503 4455253discuss Second Circuit brief; file SecondCircuit Brief; cite check brief

05/31/2012 0221 Peter C. Hein 6.50 6,337.50 Conference call with client and co-counsel; 05821-0503 4446186revise Second Circuit brief.

05/31/2012 2322 Aisha P. Collins 13.50 3,712.50 Cite check and finalize appelate brief. 05821-0503 4446406

05/31/2012 1595 Cecilia A. Glass 5.50 1,237.50 Revise appelate brief. 05821-0503 4446937

05/31/2012 2614 Taylor A. Lockett 3.00 675.00 Cite check appeals brief 05821-0503 4446966

05/31/2012 0966 Alexander B. Lees 2.00 1,200.00 Review and discuss Second Circuit brief 05821-0503 4449636

05/31/2012 2928 Leigh E. Fisch 4.50 1,012.50 Cite check. 05821-0503 4450380

05/31/2012 2575 Esther Silberstein 3.25 731.25 Cite-check of second circuit brief. 05821-0503 4451579




WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 5 (1) As of May 31/12 Date Prepared : Jun 20/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0504 Post 11/8 - Litigation (Fee Application Time) Billing Partner: 0292 Mark Gordon-------------------------------------------------------------------------------------------------------------------------------


(1) 0221 Peter C. Hein May 17/12 0.10 97.50 May 17/12 0.10 97.50(1) 0934 Christop Wilson May 22/12 1.30 845.00 May 04/12 1.30 845.00(1) 2258 Robinson Strauss May 23/12 2.70 742.50 May 15/12 2.70 742.50

Total 4.10 1,685.00 4.10 1,685.00



Billed and Unbilled Recap Of Time Detail - [05821-0504 - Post 11/ 8 - Litigation (Fee Application Time)] Page 1 Client:05821 - Ambac Financial Group, Inc. 6/20/2012 9:52:11 AM


05/04/2012 0934 Christopher L. Wilson 0.50 325.00 work on Ambac fee statement (.5) 05821-0504 4455126

05/15/2012 0934 Christopher L. Wilson 0.30 195.00 revise fee statement (.3) 05821-0504 4455223

05/15/2012 2258 Robinson C. Strauss 0.25 68.75 Drafted April fee statement. 05821-0504 4445307

05/16/2012 2258 Robinson C. Strauss 1.75 481.25 Edited April fee statement, drafted bills, 05821-0504 4445310revised fee app spreadsheet and master chart.Emails re same to L. Wilson, accounting dept.

05/17/2012 2258 Robinson C. Strauss 0.50 137.50 Prepared E-filing version of April fee 05821-0504 4445313statement, bills.

05/17/2012 0221 Peter C. Hein 0.10 97.50 Review monthly statement 05821-0504 4437184

05/22/2012 0934 Christopher L. Wilson 0.50 325.00 file Ambac fee statement (.5) 05821-0504 4455236

05/23/2012 2258 Robinson C. Strauss 0.20 55.00 Revised master chart, spreadsheet 05821-0504 4445317




Billed and Unbilled Recap Of Time Detail - [05821-0003 - Post 11/ 8 - Corporate] Page 1 Client:05821 - Ambac Financial Group, Inc. 9/17/2012 11:36:00 AM


08/03/2012 0292 Mark Gordon 0.50 437.50 Corporate advice. 05821-0003 4518889

UNBILLED TOTALS: WORK 0.50 437.50 1 records

UNBILLED TOTALS: BILL: 0.50 437.50

GRAND TOTALS: WORK: 0.50 437.50 1 records

GRAND TOTALS: BILL: 0.50 437.50


WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 1 (1) As of Aug 31/12 Date Prepared : Sep 16/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0503 Post 11/8 - Litigation Billing Partner: 0292 Mark Gordon-------------------------------------------------------------------------------------------------------------------------------


(1) 0934 Christop Wilson Aug 28/12 5.90 3,835.00 Aug 02/12 5.90 3,835.00(1) 2721 Lena Goldenberg Aug 16/12 0.50 112.50 Aug 16/12 0.50 112.50(1) 2744 Roseanne Shea Aug 06/12 0.10 17.50 Aug 06/12 0.10 17.50

Total 6.50 3,965.00 6.50 3,965.00

Lat Date Old Date Unbilled disbursements Disb this Month Unbilled Disb

Aug 18/12 Aug 18/12 006 Courier Service 27.24 27.24Aug 31/12 Jul 31/12 065 O/S Obtain Court Documents 131.46 257.21

Total Disbursements 158.70 284.45


Billed and Unbilled Recap Of Time Detail - [05821-0503 - Post 11/ 8 - Litigation] Page 1 Client:05821 - Ambac Financial Group, Inc. 9/17/2012 11:38:39 AM


08/02/2012 0934 Christopher L. Wilson 0.80 520.00 research recent securities decisions and 05821-0503 4537916

08/03/2012 0934 Christopher L. Wilson 1.50 975.00 05821-0503 4537920

and email with plaintiffs' counsel re ERISA

mandate (.5)


plaintiffs' counsel re ERISA issue (.3)

08/06/2012 2744 Roseanne M. Shea 0.10 17.50 Pull litigation document - L. Wilson 05821-0503 4522390


followup with plaintiffs' counsel re ERISAissue (.2)

08/10/2012 0934 Christopher L. Wilson 0.40 260.00 notify client of status of DE appeals (.4) 05821-0503 4537943

08/13/2012 0934 Christopher L. Wilson 0.20 130.00 followup with client re ERISA issue (.2) 05821-0503 4537953

08/14/2012 0934 Christopher L. Wilson 0.30 195.00 respond to plaintiffs' counsel re ERISA issue 05821-0503 4537954

(.3)

08/15/2012 0934 Christopher L. Wilson 0.80 520.00 research into and respond to client re document 05821-0503 4537960collection questions (.8)

08/16/2012 0934 Christopher L. Wilson 0.40 260.00 respond to client inquiry re bill of costs (.4) 05821-0503 4537966

08/16/2012 2721 Lena Goldenberg 0.50 112.50 Case pull for L. wilson 05821-0503 4531509

08/28/2012 0934 Christopher L. Wilson 0.40 260.00 respond to client question re DE appeal status 05821-0503 4538008

(.4)




WACHTELL, LIPTON, ROSEN & KATZ Pre-Billing Report Page 1 (1) As of Aug 31/12 Date Prepared : Sep 16/12Client: 05821 Ambac Financial Group, Inc. From Date : Jan 01/01Matter: 0504 Post 11/8 - Litigation (Fee Application Time) Billing Partner: 0292 Mark Gordon-------------------------------------------------------------------------------------------------------------------------------


(1) 0221 Peter C. Hein Aug 17/12 0.10 97.50 Aug 17/12 0.10 97.50(1) 0934 Christop Wilson Aug 17/12 1.00 650.00 Aug 15/12 1.00 650.00(1) 2258 Robinson Strauss Aug 31/12 3.40 935.00 Aug 14/12 3.40 935.00

Total 4.50 1,682.50 4.50 1,682.50



Billed and Unbilled Recap Of Time Detail - [05821-0504 - Post 11/ 8 - Litigation (Fee Application Time)] Page 1 Client:05821 - Ambac Financial Group, Inc. 9/16/2012 8:44:21 PM


08/14/2012 2258 Robinson C. Strauss 0.75 206.25 Drafted July fee statement. 05821-0504 4521303

08/15/2012 2258 Robinson C. Strauss 1.20 330.00 Drafted July fee statement, corporate and 05821-0504 4532854litigation bills, revised master spreadsheet.

Emails to L. Wilson, Accounting dept re same.

08/15/2012 0934 Christopher L. Wilson 0.50 325.00 work on Ambac fee statement (.5) 05821-0504 4537961

08/16/2012 2258 Robinson C. Strauss 0.50 137.50 Revised July fee statement, bills. 05821-0504 4532857

08/17/2012 2258 Robinson C. Strauss 0.75 206.25 Finalized e-filing copy of July fee statement, 05821-0504 4521313supporting materials.

08/17/2012 0934 Christopher L. Wilson 0.50 325.00 review and file Ambac fee statement 05821-0504 4537972

08/17/2012 0221 Peter C. Hein 0.10 97.50 Review and comment on statement. 05821-0504 4519957

08/31/2012 2258 Robinson C. Strauss 0.20 55.00 Revised master fee app chart 05821-0504 4532886




Exhibit C

List of Wachtell Lipton Attorneys and Other Professionals and Their Time During the Fifth Application Period

Name of

Professional Individual

Department and Licensure

Hourly Billing Rate1

Total Hours Billed

Total Compensation

Partners

Peter C. Hein Dept: Litigation License: NY (1976)

$975 57.2 $55,770.00

Mark Gordon Dept: Corporate License: NY (1995)

$875 4.25 $3,718.75

Associates and Of Counsel

Douglas Mayer Dept: Restructuring and Finance License: NY (1987)

$975 0.6 $585.00

Christopher Lee Wilson

Dept: Litigation License: NY (2007)

$650 160.8 $104,520.00

Alexander B. Lees Dept: Restructuring and Finance License: NY (2008)

$600 2.0 $1,200.00

Other Billed Professionals

Cecilia Glass Summer Associate $225 52.1 $11,722.50

Kevin Jonke Summer Associate $225 33.3 $7,492.50

Shera Goldman Dept: Library $225 0.9 $202.50

Lena Goldenberg Dept: Library $225 0.5 $112.50

1 The hourly billing rates for certain Wachtell Lipton professionals increased as of January 1, 2012. Shown

here are all billing rates in effect during the Fifth Application Period. For purposes of Wachtell Lipton’s representation of Ambac, the hourly billing rates of all professionals have been capped at $975.


-2-

Judith E. Thompson

Dept: Library $225 0.1 $22.50

Elio Bettini Dept: Library $175 0.5 $87.50

Janeen Byron Dept: Library $175 1.4 $245.00

Mary Cronin Dept: Library $175 0.3 $52.50

Roseanne M. Shea Dept: Library $175 0.8 $140.00

Aisha Collins Dept: Paralegals $275 13.5 $3,712.50

Jeffrey Sawyer Dept: Paralegals $275 11.5 $3,162.50

Robinson C. Strauss

Dept: Paralegals $275 24.1 $6,627.50

Ilya Dolin Dept: Paralegals $225 8.0 $2,000.00

Leigh Fisch Dept: Paralegals $225 11.5 $2,587.50

Taylor Lockett Dept: Paralegals $225 3.0 $675.00

Esther Silberstein Dept: Paralegals $225 3.25 $731.25

Professionals Totals Total Hours Billed

Total Compensation

Total Fees Incurred2

389.6 $205,367.50

2 The blended hourly rate for all attorneys who billed time during the Fifth Application Period is $737.35, calculated by dividing the total amount of fees earned by Wachtell Lipton attorneys ($165,793.75) by the total number of hours billed by such attorneys (224.85). The blended hourly rate for all professionals who billed time during the Fifth Application Period is $527.12, calculated by dividing the total amount of fees billed by all professionals ($205,367.50) by the total number of hours billed by all professionals (389.6).


Exhibit D

Schedule of Expenses Incurred in Connection with the Rendition of Professional Services

Category of Expenses Amount

Courier Service $143.73

Photocopies Billed at Estimated Cost ($.16 per page) and Other Duplicating Services1

$3,522.42

Westlaw Online Computer Research $3,419.89

Lexis Online Computer Research $21.52

Postage $1.10

Telephone – Conference Call Charges $102.68

Fees for Obtaining and Filing Court Documents (PACER, LEXIS File & Serve, CourtAlert, Etc.)

$1,172.29

Travel – Out of Town $770.45

TOTAL $9,154.08

1 As noted in the Certification attached as Exhibit A, for photocopies, Wachtell Lipton bills $.16 per page, which represents Wachtell Lipton’s best estimate as to its total cost per page of photocopying; Wachtell Lipton does not intend to make a profit on photocopies or other duplicating services.


Exhibit B.pdfA. 16th detailsB. 17th details1. Final May Statement2. Ex A. Cover3. Final Corp Bill4. REV FORMAT final Corp summary5. Corp details6. Final Lit Bill7. REV REF revised Lit summary8. Lit details9. Rev Ref final Fee app summary10. Fee app details

C. 18th detailsD. 19th details1. 19th Fee Statement - July 20122. Ex A. Cover3. Corp bill4. REF Ambac summary5. Corp Details6. Lit bill7-11.Lit and fee app runs

E. 20th details