STROOCK & STROOCK & LAVAN LLP Kristopher M - Portrait-trust ...

41. Because the Cadwalader Professional Fee Claim remains an open issue,
the Trust is reserving the amount of the Cadwalader Professional Fee Claim in one or more
Certificates of Deposit (“CD’s”) to which Ocean Ridge will hold legal title pending resolution of
the appeal of the United States Trustee and any ruling to be rendered by the District Court. The
Liquidating Trustee shall purchase CD’s fully insured by the Federal Deposit Insurance
Corporation in the amount of the Cadwalader Fee Claim. The amounts held in these CD’s will
be released to Cadwalader based on the District Court’s ruling on what portion, if any, of the
Cadwalader Fee Claim shall be deemed as an Allowed Professional Fee Claim minus any costs
incurred by the Trust making a Supplemental Distribution (as defined below) to Cadwalader on
account of the Cadwalader Fee Claim. Any amounts of the Cadwalader Fee Claim that are not
deemed as an Allowed Professional Fee Claim as determined by the District Court shall be
distributed to other Beneficiaries in a Supplemental Distribution subject to the terms and
provisions of Section IV below.
October 25, 2006, this Court entered an Order authorizing Cadwalader to act as transition counsel for the
Debtors until the Debtors obtained replacement counsel (the “Cadwalader Retention Order”) (Docket No. 150).
The Debtors subsequently retained the law firm of Kasowitz, Benson, Torres & Friedman LLP as their counsel.
On November 30, 2006, the United States Trustee appealed the entry of the Cadwalader Retention Order
(Docket No. 218). Briefing in the District Court of the issues raised in the appeal of the United States Trustee
concluded on May 10, 2007, and as of the date hereof, the District Court has not yet issued its ruling as to
whether Cadwalader is entitled to receive the fees and expenses it requested in its Professional Fee Claim. On
August 17, 2007 Cadwalader filed the First and Final Application of Cadwalader, Wickersham and Taft LLP as
Attorneys for the Debtors for Final Allowance of Compensation for Professional Services Rendered and for
Reimbursement of Actual and Necessary Expenses Incurred in the Period from August 31, 2006 through August
16, 2007 (Docket No. 585) to which both the United States Trustee and the Liquidating Trustee filed objections
(Docket Nos. 604 and 605). This Court, however, refused to hear Cadwalader’s request to be awarded its
Professional Fee Claim in these Chapter 11 Cases because the Court exercised its discretion not to review
Cadwalader’s Professional Fee Claim reasoning that this Court no longer had jurisdiction over the matter
because of the appeal pending before the District Court. See Transcript of Hearing on Oct. 25, 2007 at 6-7
(Docket No. 637).
15