20-12212-mew doc 1250 filed 06/01/21 entered 06/01/21 18

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Hearing Date: June 30, 2021 at 11:00 a.m. (E.T.) Objection Deadline: June 23, 2021 at 4:00 p.m. (E.T.) 1 KRAMER LEVIN NAFTALIS & FRANKEL LLP Daniel M. Eggermann 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: [email protected] Special Finance Counsel to the Official Committee of Equity Securities Holders UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) Chapter 11 In re: ) ) Case No. 20-12212 (MEW) GARRETT MOTION INC., et al., 1 ) ) Jointly Administered Debtors. ) ) NOTICE OF FINAL FEE APPLICATION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS SPECIAL FINANCE COUNSEL TO THE OFFICIAL COMMITTEE OF EQUITY SECURITIES HOLDERS FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE PERIOD FROM JANUARY 28, 2021 THROUGH AND INCLUDING APRIL 30, 2021 PLEASE TAKE NOTICE that on the date hereof, Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”) filed the Final Fee Application of Kramer Levin Naftalis & Frankel LLP as Special Finance Counsel to the Official Committee of Equity Securities Holders for Compensation for Services Rendered and Reimbursement of Expenses Incurred for the Period from January 28, 1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle, Switzerland. 20-12212-mew Doc 1250 Filed 06/01/21 Entered 06/01/21 18:35:45 Main Document Pg 1 of 53

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Hearing Date: June 30, 2021 at 11:00 a.m. (E.T.) Objection Deadline: June 23, 2021 at 4:00 p.m. (E.T.)

1

KRAMER LEVIN NAFTALIS & FRANKEL LLP Daniel M. Eggermann 1177 Avenue of the AmericasNew York, New York 10036Telephone: (212) 715-9100 Facsimile: (212) 715-8000Email: [email protected]

Special Finance Counsel to the Official Committee of Equity Securities Holders

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) Chapter 11In re: )

) Case No. 20-12212 (MEW)GARRETT MOTION INC., et al.,1 )

) Jointly AdministeredDebtors. )

)

NOTICE OF FINAL FEE APPLICATION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS SPECIAL FINANCE COUNSEL TO THE OFFICIAL COMMITTEE

OF EQUITY SECURITIES HOLDERS FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE

PERIOD FROM JANUARY 28, 2021 THROUGH AND INCLUDING APRIL 30, 2021

PLEASE TAKE NOTICE that on the date hereof, Kramer Levin Naftalis & Frankel LLP

(“Kramer Levin”) filed the Final Fee Application of Kramer Levin Naftalis & Frankel LLP as

Special Finance Counsel to the Official Committee of Equity Securities Holders for Compensation

for Services Rendered and Reimbursement of Expenses Incurred for the Period from January 28,

1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle, Switzerland.

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¨2¤!6,5&! -$«
2012212210601000000000013
Docket #1250 Date Filed: 06/01/2021

2

2021 Through and Including April 30, 2021 (the “Final Fee Application”) 2 with the United States

Bankruptcy Court for the Southern District of New York (the “Court”).

PLEASE TAKE FURTHER NOTICE that a hearing (the “Hearing”) on the Final Fee

Application is scheduled to held telephonically before the Honorable Michael E. Wiles, United

States Bankruptcy Judge, on June 30, 2021 at 11:00 a.m. (E.T.).

PLEASE TAKE FURTHER NOTICE that any responses or objections (the

“Objections”) to the Final Fee Application shall (i) be made in writing, (ii) conform to the Federal

Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New

York, (iii) be filed with the Clerk of the Court in accordance with the customary practices of the

Court and General Order M-399, and (iv) be served upon and received by Glenn Agre Bergman &

Fuentes LLP, 55 Hudson Yards, 20th Floor, New York, NY 10001 (Attn: Andrew K. Glenn, Jed

I. Bergman and Shai Schmidt) and Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the

Americas, New York, NY 10036 (Attn: Daniel M. Eggermann), in accordance with General Order

M-399, no later than June 23, 2021 at 4:00 P.M. (E.T.) (the “Objection Deadline”). All objections

that are not resolved by the parties or Court order shall be preserved and presented to the Court at

the Hearing.

PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend the

Hearing and failure to appear may result in relief being granted upon default; provided that

objecting parties shall attend the Hearing telephonically so long as General Order M-399 is in

effect or unless otherwise ordered by the Court.

PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served,

Kramer Levin may, after the Objection Deadline, submit to the Court a proposed order granting

2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Final Fee Application.

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the Final Fee Application, which may be entered with no further notice or opportunity to be heard.

Upon allowance by the Court, the Debtors shall be authorized to promptly pay Kramer Levin all

allowed requested fees, including the 20% holdback, and expenses not previously paid.

PLEASE TAKE FURTHER NOTICE that copies of the Final Fee Application may be

obtained from the Court’s website, https://ecf.nysb.uscourts.gov for a nominal fee or, free of

charge, from the website of the Debtors’ claims and noticing agent,

http://www.kccllc.net/garrettmotion.

Dated: June 1, 2021 New York, New York

KRAMER LEVIN NAFTALIS & FRANKEL LLP

By: /s/ Daniel M. Eggermann Daniel M. Eggermann 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: [email protected]

Special Finance Counsel to the Official Committee of Equity Securities Holders

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Hearing Date: June 30, 2021 at 11:00 a.m. (E.T.) Objection Deadline: June 23, 2021 at 4:00 p.m. (E.T.)

KRAMER LEVIN NAFTALIS & FRANKEL LLP Daniel M. Eggermann 1177 Avenue of the AmericasNew York, New York 10036Telephone: (212) 715-9100 Facsimile: (212) 715-8000Email: [email protected]

Special Finance Counsel to the Official Committee of Equity Securities Holders

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) Chapter 11In re: )

) Case No. 20-12212 (MEW)GARRETT MOTION INC., et al.,1 )

) Jointly AdministeredDebtors. )

)

SUMMARY OF FINAL FEE APPLICATION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS SPECIAL FINANCE COUNSEL

TO THE OFFICIAL COMMITTEE OF EQUITY SECURITIES HOLDERS

Name of Applicant: Kramer Levin Naftalis & Frankel LLP

Authorized to Provide Professional Services to:

Official Committee of Equity Securities Holders of Debtor Garrett Motion Inc.

Date of Retention: Nunc Pro Tunc to January 28, 2021 [Dkt. No. 1037]

Period for which Compensation and/or Reimbursement is Sought:

January 28, 2021 through April 30, 2021

Total Compensation Requested: $162,510.50

Total Expense Reimbursement Requested: $4,081.96

This is a(n): ___ Monthly ___ Interim _X_ Final Application

This is the final fee application filed by Kramer Levin Naftalis & Frankel LLP.

1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle, Switzerland.

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SUMMARY OF FEES AND EXPENSES REQUESTED FOR COMPENSATION PERIOD

Date and Docket

No.

Period Covered

Fees Requested

Holdback (20%)

Fees Paid to Date

Expenses Requested

Expenses Paid to

Date

Order Entered

04/27/21 [Dkt. No.

1165]

01/28/2021 –

03/31/2021

$161,724.00 $32,344.80

(paid following Court approval of the interim

fee application)

$161,724.00 $4,081.96 $4,081.96 5/19/2021 [Dkt. No.

1215]

N/A 04/01/2021 –

04/30/2021

$786.50 N/A $0 $0 $0 N/A

TOTAL FOR COMPENSATION

PERIOD

$162,510.50 $32,344.80 $161,724.00 $4,081.96 $4,081.96 N/A

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TOTAL FEES BY PROJECT CATEGORY

MATTER MATTER NAME HOURS FEES

00002 Exit Financing 103.6 $135,294.00

00003 Equity Committee Retention and Fee Applications 45.5 $27,216.50

00004 Case Administration 0 $0

TOTAL 149.1 $162,510.50

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TOTAL FEES BY ATTORNEY AND PARAPROFESSIONAL

TIMEKEEPER TITLE DEPARTMENT

YEAR ADMITTED

TO THE BAR

RATE HOURS FEES

Farley, Richard E.

Partner Corporate 1992 $1,525.00 63.2 $96,380.00

Eggermann Daniel M.

Partner Creditors' Rights 2003 (NY); 2005 (NJ)

$1,200.00 3.3 $3,960.00

Pistilli, Lia Associate Corporate 2002 $1,010.00 28.4 $28,684.00

Pilkati, Ted Associate Corporate 2019 $880.00 10.0 $8,800.00

Korogiannakis, Alex

Associate Corporate 2019 $715.00 2.0 $1,430.00

Essner, Zoe Associate Creditors' Rights 2020 $715.00 27.7 $19,805.50

Sweeney, Nicole Law Clerk Creditors' Rights N/A $150.00 10.1 $1,515.00

Kane, Wendy Paralegal Creditors' Rights N/A $440.00 4.4 $1,936.00

TOTAL 149.1 $162,510.50

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SUMMARY OF EXPENSES

DESCRIPTION AMOUNT

Photocopying $2,733.91

Corp. Svc. Filing Fees $1,348.05

TOTAL $4,081.96

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Hearing Date: June 30, 2021 at 11:00 a.m. (E.T.) Objection Deadline: June 23, 2021 at 4:00 p.m. (E.T.)

KRAMER LEVIN NAFTALIS & FRANKEL LLP Daniel M. Eggermann 1177 Avenue of the AmericasNew York, New York 10036Telephone: (212) 715-9100 Facsimile: (212) 715-8000Email: [email protected]

Special Finance Counsel to the Official Committee of Equity Securities Holders

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) Chapter 11In re: )

) Case No. 20-12212 (MEW)GARRETT MOTION INC., et al.,1 )

) Jointly AdministeredDebtors. )

)

FINAL FEE APPLICATION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS SPECIAL FINANCE COUNSEL TO THE OFFICIAL COMMITTEE

OF EQUITY SECURITIES HOLDERS FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE

PERIOD FROM JANUARY 28, 2021 THROUGH AND INCLUDING APRIL 30, 2021

Pursuant to Section 330 of title 11 of the United States Code (the “Bankruptcy Code”),

Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-1

of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court

for the Southern District of New York (the “Local Rules”), and in accordance with the Order

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

1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle, Switzerland.

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Rule 2016-1 Establishing Procedures for Monthly Compensation and Reimbursement of Expenses

of Professionals [Dkt. No. 291] (the “Interim Compensation Order”), Kramer Levin Naftalis &

Frankel LLP (“Kramer Levin”), special finance counsel to the Official Committee of Equity

Securities Holders (the “Equity Committee”) of Debtor Garrett Motion Inc. (collectively with its

debtor affiliates as debtors in possession, the “Debtors”), hereby submits its final application (this

“Final Fee Application”) for: (a) final approval and allowance of compensation for professional

services rendered from January 28, 2021 through and including April 30, 2021 (the “Compensation

Period”) and (b) reimbursement of actual and necessary expenses incurred during the

Compensation Period. In support of this Final Fee Application, Kramer Levin respectfully states

as follows:

JURISDICTION

1. The Court has jurisdiction over this Final Fee Application pursuant to 28 U.S.C. §§

157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This

matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2).

2. The statutory predicate for the relief sought herein is Section 330 of the Bankruptcy

Code.

PRELIMINARY STATEMENT

3. Beginning immediately upon its appointment and continuing through the

announcement of the settlement among the Equity Committee, the Debtors and other parties in

interest concerning the terms of a consensual Chapter 11 plan of reorganization, Kramer Levin

advised the Equity Committee in connection with potential financing to be provided to the Debtors.

Specifically, after a comprehensive review of the Debtors’ corporate structure and existing debt

agreements, Kramer Levin assisted in the structuring of $1.85 billion of debt financing by

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negotiating and drafting commitment and fee letters for three banks that were initially selected to

lead the financing. Accordingly, Kramer Levin respectfully submits that its services during the

Compensation Period warrant approval of its requested fees and expenses.

BACKGROUND

4. On September 20, 2020 (the “Petition Date”), each of the Debtors commenced a

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

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

pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors’ Chapter 11 cases

(the “Chapter 11 Cases”) were consolidated for procedural purposes only and were jointly

administered pursuant to Bankruptcy Rule 1015(b).

5. On November 18, 2020, the United States Trustee for Region 2 (the “U.S. Trustee”)

appointed Mountaineer Master Fund, Ltd. c/o Mountaineer Partners Management

(“Mountaineer”), Gem Partners LP, and S. Muoio & Company LLC as members of the Equity

Committee. See Notice of Appointment of Official Committee of Equity Securities Holders [Dkt.

No. 404]. The Equity Committee selected Mountaineer as Chairperson of the Equity Committee

6. On November 19, 2020, the Equity Committee selected Kasowitz Benson Torres

LLP (“Kasowitz”) as its bankruptcy counsel in the Chapter 11 Cases. On February 1, 2021, the

Equity Committee selected Glenn Agre Bergman & Fuentes LLP (“Glenn Agre”) as its counsel

when key attorneys left Kasowitz to form Glenn Agre. The Equity Committee terminated

Kasowitz as its counsel as of February 1, 2021.

7. On January 28, 2021, the Equity Committee selected Kramer Levin to serve as its

Special Finance Counsel.

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8. On March 2, 2021, Kramer Levin filed the Application of Official Committee of

Equity Securities Holders of Garrett Motion Inc. for Order Authorizing Employment and Retention

of Kramer Levin Naftalis & Frankel LLP as Special Finance Counsel Nunc Pro Tunc to January

28, 2021 [Dkt. No. 975] (the “Retention Application”). On March 17, 2021, the Court entered the

Order Approving the Retention and Employment of Kramer Levin Naftalis & Frankel LLP as

Counsel to the Equity Committee Nunc Pro Tunc to January 28, 2021 [Dkt. No. 1037]. In light of

the settlement among the Equity Committee, the Debtors and other parties in interest concerning

the terms of a consensual Chapter 11 plan of reorganization, Kramer Levin agreed that it would

not be entitled to payment of fees and reimbursement of expenses incurred after March 5, 2021

(other than those incurred in connection with the prosecution of its Retention Application and its

fee statements and fee applications).

9. On April 19, 2021, the U.S. Trustee filed a Notice of Disbandment of Official

Committee of Equity Securities Holders, following the resignation of all the Equity Committee’s

members [Dkt. No. 1124].

10. On April 26, 2021, the Court entered the Findings of Fact, Conclusions of Law and

Order Confirming the Debtors’ Amended Joint Chapter 11 Plan of Reorganization Under Chapter

11 of the Bankruptcy Code [Dkt. No. 1161] confirming the Debtors’ Chapter 11 plan (the “Plan”).

11. The Plan became effective on April 30, 2021. See Notice of (I) Entry of Order

Confirming the Debtors’ Amended Joint Chapter 11 Plan of Reorganization Under Chapter 11 of

the Bankruptcy Code and (II) Occurrence of Effective Date [Dkt. No. 1189].

SUMMARY OF PROFESSIONAL COMPENSATION AND REIMBURSEMENT OF EXPENSES REQUESTED

12. This Final Fee Application has been prepared in accordance with Section 330 of

the Bankruptcy Code, the Bankruptcy Rules, the Interim Compensation Order, Rule 2016-1 of the

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Local Rules, the Bankruptcy Court’s Amended Guidelines for Fees and Disbursements for

Professionals in the Southern District of New York Bankruptcy Cases (Bankr. S.D.N.Y. Jan. 29,

2013) (the “Local Guidelines”) and the U.S. Trustee Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “UST Guidelines” and, together with

the Local Guidelines, the “Guidelines”). Pursuant to the Guidelines, a certification of Daniel M.

Eggermann regarding compliance with the same is attached as Exhibit A hereto.

13. Pursuant to this Final Fee Application, Kramer Levin seeks approval and allowance

of: (a) compensation for professional services rendered by Kramer Levin, as special finance

counsel to the Equity Committee during the Compensation Period, of $162,510.50 and (b)

reimbursement of actual and necessary expenses incurred by Kramer Levin during the

Compensation Period of $4,081.96.

14. During the Compensation Period, Kramer Levin attorneys and paraprofessionals

expended a total of 149.1 hours performing services for the Equity Committee in connection with

these Chapter 11 Cases, at a blended hourly rate for all timekeepers of $1,089.94.

15. There is no agreement or understanding between Kramer Levin and any other

person, other than members of the firm, for the sharing of compensation to be received for services

rendered in these Chapter 11 Cases.

16. Kramer Levin’s fees for the services rendered in these Chapter 11 Cases during the

Compensation Period are reasonable and are commensurate with the complexity of the applicable

matters and the level of expertise required to best serve the Equity Committee in connection

therewith. Kramer Levin believes that its fees are comparable to the fees charged by other highly

skilled practitioners experienced in advising shareholders in non-bankruptcy cases.

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17. Kramer Levin’s fees for this Compensation Period are in accordance with the

agreed-upon rates for this period as set forth in its Retention Application. The fees charged by

Kramer Levin in these Chapter 11 Cases are billed in accordance with its existing billing rates and

procedures set forth in the Retention Application. Kramer Levin’s rates in these Chapter 11 Cases

are consistent with the rates charged by Kramer Levin to its non-bankruptcy clients. These rates

are similar to the customary compensation charged by comparably skilled practitioners in

comparable non-bankruptcy and bankruptcy cases in a competitive national legal market.

18. In accordance with the Guidelines, Kramer Levin and Glenn Agre prepared a

budget (the “Budget”) and a staffing plan (the “Staffing Plan”), attached hereto as Exhibit F. The

Budget and the Staffing Plan were approved by the Equity Committee and set forth estimated fees

for the period of January 1, 2021 through March 31, 2021 (the “First Interim Compensation

Period”) of between $181,000.00 and $230,000.00.

19. A comparison of hours and fees budgeted for each project category to which

Kramer Levin professionals billed time during the First Interim Compensation Period against the

actual hours and fees for which Kramer Levin seeks compensation for the Compensation Period

(which includes the First Interim Compensation Period and the month of April) is attached hereto

as Exhibit G. Kramer Levin’s actual fees for the Compensation Period were $162,510.50, an

amount that is $67,489.50 less than the high-end estimate and $18,489.50 less than the low-end

estimate included in the Budget and approved by the Equity Committee. The Staffing Plan closely

approximated the number of Kramer Levin professionals and paraprofessionals that worked on

these Chapter 11 Cases during the Compensation Period.

20. In accordance with the Guidelines, the following exhibits are annexed to this Final

Fee Application:

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a. Exhibit A. Certification of Daniel M. Eggermann

b. Exhibit B. Compensation Disclosures – A schedule of the blended hourly rates for all non-bankruptcy timekeepers in the New York office of Kramer Levin and the blended hourly rates for timekeepers who billed to the Equity Committee during the Compensation Period.

c. Exhibit C. Summary of Fees by Professional – A schedule providing information regarding the Kramer Levin attorneys and paraprofessionals who performed work for the Equity Committee during this Compensation Period, including the hourly billing rates charged for such services and the aggregate number of hours expended and fees charged.

d. Exhibit D. Summary of Fees by Project Category – A schedule of the aggregate hours expended and fees incurred per project category by Kramer Levin attorneys and paraprofessionals in rendering services to the Equity Committee during the Compensation Period.

e. Exhibit E. Summary of Expenses – A schedule of expenses, organized by general categories, incurred by Kramer Levin in connection with services rendered to the Equity Committee during the Compensation Period.

f. Exhibit F. Budget and Staffing Plan – Kramer Levin’s Budget and Staffing Plan for the First Interim Compensation Period as approved by the Equity Committee.

g. Exhibit G. Budget Comparison – A comparison of hours and fees budgeted for each project category to which Kramer Levin professionals billed time during the Compensation Period against the actual hours and fees for which Kramer Levin seeks compensation for the Compensation Period.

h. Exhibit H. Time Entries – An invoice setting forth a complete listing of the contemporaneously maintained time entries for each Kramer Levin attorney and paraprofessional who performed work for the Equity Committee during this Compensation Period, in increments of tenths (1/10) of an hour.

i. Exhibit I. Itemized Expenses – An itemized expense report detailing Kramer Levin’s expenses from the Compensation Period.

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SUMMARY OF LEGAL SERVICES RENDERED

21. The Equity Committee, with the assistance of Kramer Levin, Glenn Agre and the

Equity Committee’s other advisors, secured significantly enhanced recoveries for shareholders

through the global settlement that the Equity Committee reached with the Debtors and other

parties-in-interest in these Chapter 11 Cases, which is reflected in the confirmed Plan. The

following summary is not a detailed description of the work performed, as the day-to-day services

and the time expended in performing such services are fully set forth in Exhibit H. Rather, the

following summary highlights certain areas in which services were rendered to the Equity

Committee and identifies some of the issues to which Kramer Levin devoted significant time and

effort during the Compensation Period.2

22. The summary is divided according to the project billing codes, which were created

by Kramer Levin to best reflect the categories of tasks that it was required to perform in connection

with these Chapter 11 Cases.

A. Exit Financing Kramer Levin Billing Code: 2 (Total Fees: $135,294.00 / Total Hours: 103.6)

23. During the Compensation Period, Kramer Levin advised the Equity Committee in

connection with potential financing to be provided to the Debtors. Specifically, after a

comprehensive review of the Debtors’ corporate structure and existing debt agreements, Kramer

Levin assisted in the structuring of $1.85 billion of debt financing by negotiating and drafting

commitment and fee letters for three banks which were initially selected to lead the financing.

Ultimately, executed commitment letters were successfully obtained from each of the three

2 If a project code does not appear below, then Kramer Levin did not bill any time to that project code during the Compensation Period.

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banks. Kramer Levin also prepared multiple drafts of the preferred stock commitment letter after

the preferred equity group was expanded beyond the initial participants.

B. Equity Committee Retention and Fee Applications Kramer Levin Billing Code: 3 (Total Fees: $27,216.50 / Total Hours: 45.5)

24. This matter includes time spent in connection with Kramer Levin’s Retention

Application. Specifically, Kramer Levin spent time drafting its Retention Application,

investigating potential connections and disclosures for inclusion in the Retention Application, and

otherwise expending efforts to ensure compliance with the Guidelines. Where appropriate,

Kramer Levin utilized paraprofessionals to complete administrative tasks related to the completion

of its retention and fee applications.

25. Kramer Levin also worked to ensure that its interim fee application [Dkt. No. 1163]

(the “Interim Fee Application”) complied in all respects with the UST Guidelines. This included

reviewing the Interim Fee Application and time entries to ensure that confidentiality and privilege

remained intact in the descriptions of work conducted.

26. Where appropriate, Kramer Levin utilized paraprofessionals to complete

administrative tasks related to the completion of its Retention Application and the Interim Fee

Application.

BASIS FOR THE RELIEF REQUESTED

27. Section 330 of the Bankruptcy Code 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.” 11 U.S.C.

§ 330(a)(1)(A), (B). Section 330 of the Bankruptcy Code also sets forth the criteria for determining

the amount of reasonable compensation to be awarded to such a professional:

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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.

11 U.S.C. § 330(a)(3).

28. Kramer Levin respectfully submits that pursuant to the standards regularly applied

to fee awards under Section 330 of the Bankruptcy Code, that the amount of compensation

requested during the Compensation Period is “reasonable” considering the nature, extent and value

of the professional services performed during the Chapter 11 Cases, including as follows:

a) The Time and Labor Required. The professional services rendered by Kramer Levin on behalf of the Equity Committee required the expenditure of substantial time and effort, as well as a high degree of professional competence and expertise. The fees sought in this Final Fee Application reflect an aggregate of hours expended by Kramer Levin attorneys and paraprofessionals performing services necessary and beneficial to the estate for the Compensation Period. Work was carefully assigned to appropriate attorneys or paraprofessionals according to the experience and level of expertise required for each particular task and without unnecessary duplication.

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11

b) The Novelty and Difficulty of Questions. These Chapter 11 Cases are complex cases and necessarily involved a significant number of novel or difficult issues. Kramer Levin believes that numerous issues in these cases were complex and challenging and warranted Kramer Levin’s services to the Equity Committee as Special Finance Counsel.

c) The Skill Required to Perform the Legal Services Properly. The professionals primarily working on this matter were specialists in finance. Professionals without such expertise would have expended many more hours addressing the issues raised in these Chapter 11 Cases, if they could, and with far less success.

d) The Customary Fee. The rates charged by Kramer Levin for these services are reasonable relative to rates charged by Kramer Levin to non-bankruptcy clients and other professionals of comparable skill and competence in New York City. Kramer Levin has diligently undertaken to minimize costs to the Debtors’ estates while still ensuring that the Equity Committee received the highest quality representation.

e) Whether the Fee is Fixed or Contingent. Kramer Levin’s fees are neither fixed nor contingent other than on the contingency of allowance by the Court and availability of assets for payment. Fees are based on the actual total number of hours worked, plus actual expenses incurred.

f) Time Limitations Imposed by Client or other Circumstances. The representation of an equity committee in a chapter 11 case is inherently time sensitive. Kramer Levin was required to provide capable representation within the time limitations imposed by the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, counsel for various parties in interest, and this Court.

g) The Amount Involved and Results Obtained. Kramer Levin has assisted the Equity Committee as Special Finance Counsel in these cases, and, in that capacity, structured the debt financing that was to be provided to the Debtors in these Chapter 11 Cases. Kramer Levin believes that the information contained herein and in the attached exhibits, as well as the record in these proceedings, support the reasonableness of its requested compensation.

h) The Experience, Reputation and Ability of the Attorneys. Kramer Levin’s partners and associates have regularly appeared in significant representations over many years, including in-court and out-of-court financial restructurings throughout the United States.

i) The Undesirability of the Case. Kramer Levin has not found this case to be undesirable, but rather, considers the issues raised in this case to be

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12

interesting and of the type that Kramer Levin is well-suited to adequately address.

j) Nature and Length of Professional Relationship. As noted in the Final Fee Application, Kramer Levin began its representation of the Equity Committee as of January 28, 2021.

k) Awards in Similar Cases. Based on Kramer Levin’s experience, the fees requested herein are commensurate with fees allowed in proceedings of similar scope for the services rendered.

29. The services for which Kramer Levin seeks compensation in this Final Fee

Application were, at the time rendered, necessary for, beneficial to, and in the best interests of the

Equity Committee. The services rendered by Kramer Levin were consistently performed in a

timely manner commensurate with the complexity, importance, and nature of the issues involved.

30. Based on an application of the above factors and its compliance with the

Guidelines, Kramer Levin respectfully submits that approval of the compensation sought herein is

warranted.

NOTICE

31. Notice of this Final Fee Application shall be provided to the Notice Parties (as

defined in the Interim Compensation Order) in accordance with the Interim Compensation Order.

NO PRIOR APPLICATION

32. No prior application for the relief requested herein has been made to this or any

other Court.

CONCLUSION

WHEREFORE, Kramer Levin respectfully requests that the Court enter an order: (a)

awarding Kramer Levin the sum of $162,510.50 as compensation for services rendered and

$4,081.96 for reimbursement for actual and necessary expenses Kramer Levin incurred during the

Compensation Period, (b) authorizing and directing the Debtors to pay Kramer Levin all unpaid

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13

fees and expenses for the Compensation Period and (c) granting such other and further relief as

the Court deems appropriate.

Dated: June 1, 2021 New York, New York

KRAMER LEVIN NAFTALIS & FRANKEL LLP

By: /s/ Daniel M. Eggermann Daniel M. Eggermann 1177 Avenue of the Americas New York, New York 10036Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: [email protected]

Special Finance Counsel to the Official Committee of Equity Securities Holders

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EXHIBIT A

Certification of Daniel M. Eggermann

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KRAMER LEVIN NAFTALIS & FRANKEL LLP Daniel M. Eggermann 1177 Avenue of the AmericasNew York, New York 10036Telephone: (212) 715-9100 Facsimile: (212) 715-8000Email: [email protected]

Special Finance Counsel to the Official Committee of Equity Securities Holders

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) Chapter 11In re: )

) Case No. 20-12212 (MEW)GARRETT MOTION INC., et al.,1 )

) Jointly AdministeredDebtors. )

)

CERTIFICATION OF DANIEL M. EGGERMANN IN SUPPORT OF THE FINAL FEE APPLICATION OF KRAMER LEVIN NAFTALIS & FRANKEL LLP AS SPECIAL FINANCE COUNSEL TO THE OFFICIAL COMMITTEE

OF EQUITY SECURITIES HOLDERS FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED FOR THE

PERIOD FROM JANUARY 28, 2021 THROUGH AND INCLUDING APRIL 30, 2021

I, Daniel M. Eggermann, hereby certify that:

1. I am a member of Kramer Levin Naftalis & Frankel LLP (“Kramer Levin”),2 which

is located at 1177 Avenue of the Americas, New York, New York 10036.

1 The last four digits of Garrett Motion Inc.’s tax identification number are 3189. Due to the large number of debtor entities in these Chapter 11 Cases, which are being jointly administered, a complete list of the Debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/garrettmotion. The Debtors’ corporate headquarters is located at La Pièce 16, Rolle, Switzerland.

2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Final Fee Application (as defined below).

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2

2. During the period commencing January 28, 2021 through April 30, 2021 (the

“Compensation Period”), Kramer Levin served as special finance counsel to the Official

Committee of Equity Securities Holders (the “Equity Committee”) of Debtor Garrett Motion Inc.

(collectively with its debtor affiliates as debtors in possession, the “Debtors”).

3. This certification is made in respect of Kramer Levin’s compliance with the

Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New

York Bankruptcy Cases, Administrative Order M-447, adopted by the Court on January 29, 2013

(the “Local Guidelines”), the U.S. Trustee Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “UST Guidelines”), and the Order

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

Rule 2016-1 Establishing Procedures for Monthly Compensation and Reimbursement of Expenses

of Professionals [Dkt. No. 291] (the “ Interim Compensation Order”), in connection with Kramer

Levin’s final fee application filed contemporaneously herewith (the “Final Fee Application”) for

final compensation and reimbursement of expenses for the Compensation Period.

4. In respect of Section B.1 of the Local Guidelines, I certify the following:

a) I have read the foregoing Final Fee Application, dated June 1, 2021;

b) to the best of my knowledge, information and belief, insofar as I can tell after reasonable inquiry, the fees and disbursements sought fall within the Local Guidelines;

c) the fees and disbursements sought in the Final Fee Application are billed at rates and in accordance with practices customarily employed by Kramer Levin and generally accepted by Kramer Levin’s clients; and

d) in providing a reimbursable service, Kramer Levin does not make a profit on the service, whether the service is performed by Kramer Levin in-house or through a third-party.

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3

5. In accordance with Section B.2 of the Local Guidelines and as required by the

Interim Compensation Order, I certify that, to the best of my knowledge, Kramer Levin has

complied with the provisions requiring it to provide the United States Trustee for Region 2 (the

“U.S. Trustee”), the Debtors, and the Notice Parties (as defined in the Interim Compensation

Order) with monthly statements of Kramer Levin’s fees and expenses.

6. In respect of Section B.3 of the Local Guidelines and as required by the Interim

Compensation Order, I certify that, to the best of my knowledge, the U.S. Trustee, the Debtors,

and the Notice Parties are each being provided with a copy of the Final Fee Application.

7. In response to the request for additional information set forth in Paragraph C.5 of

the UST Guidelines, I certify the following:

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

A: No.

b) Q: If the fees sought in this fee application as compared to the fees budgeted for the time period covered by this fee application are higher by 10% or more, did you discuss the reasons for the variation with the client?

A: The fees sought in this Final Fee Application are lower than the fees budgeted for the Interim Compensation Period.

c) Q: Have any of the professionals included in this fee application varied their hourly rate based on the geographic location of the bankruptcy case?

A: No.

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

A: No.

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4

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

A: Yes, a Kramer Levin professional spent 1.3 hours and incurred $929.50 in fees to review Kramer Levin’s monthly invoices for privilege and confidentiality.

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

A: There were no rate increases during the Compensation Period.

8. I certify that Kramer Levin has complied with the notice provisions of the Interim

Compensation Order with respect to notice of its monthly fee statements of fees and disbursements,

the interim fee application and the Final Fee Application.

Dated: June 1, 2021 New York, New York

By: /s/ Daniel M. Eggermann Daniel M. Eggermann Partner Kramer Levin Naftalis & Frankel LLP

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EXHIBIT B

Compensation Disclosures

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TITLE

Non-Bankruptcy Blended Hourly Rate

(New York Office Only)

Blended Hourly Rate in Final Fee Application

Partner $1,269.37 $1,508.87

Counsel $1,179.94 $0.00

Special Counsel $1,046.07 $0.00

Associate $881.32 $862.25

Paraprofessional $411.78 $238.00

TOTAL $977.84 $1,089.94

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EXHIBIT C

Summary of Fees by Attorney and Paraprofessional

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TIMEKEEPER TITLE DEPARTMENT

YEAR ADMITTED

TO THE BAR

RATE HOURS FEES

Farley, Richard E.

Partner Corporate 1992 $1,525.00 63.2 $96,380.00

Eggermann Daniel M.

Partner Creditors' Rights 2003 (NY); 2005 (NJ)

$1,200.00 3.3 $3,960.00

Pistilli, Lia Associate Corporate 2002 $1,010.00 28.4 $28,684.00

Pilkati, Ted Associate Corporate 2019 $880.00 10.0 $8,800.00

Korogiannakis, Alex

Associate Corporate 2019 $715.00 2.0 $1,430.00

Essner, Zoe Associate Creditors' Rights 2020 $715.00 27.7 $19,805.50

Sweeney, Nicole Law Clerk Creditors' Rights N/A $150.00 10.1 $1,515.00

Kane, Wendy Paralegal Creditors' Rights N/A $440.00 4.4 $1,936.00

TOTAL 149.1 $162,510.50

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EXHIBIT D

Summary of Fees by Project Category

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MATTER MATTER NAME HOURS FEES

00002 Exit Financing 103.6 $135,294.00

00003 Equity Committee Retention and Fee Applications 45.5 $27,216.50

00004 Case Administration 0 $0

TOTAL 149.1 $162,510.50

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EXHIBIT E

Summary of Expenses

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DESCRIPTION AMOUNT

Photocopying $2,733.91

Corp. Svc. Filing Fees $1,348.05

TOTAL $4,081.96

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EXHIBIT F

Budget and Staffing Plan

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In re Garrett Motion Inc., et al.

Case No. 20-12212 (MEW)

Kramer Levin Naftalis & Frankel LLP

Budget and Staffing Plan for Interim Fee Period January 2021 Through March 20211

BUDGET

Project Category Estimated Hours Estimated Fees

Low High Low High

00002 Exit Financing 130.0 150.0 $143,000.00 $165,000.00

00003 Equity Committee Retention

and Fee Applications 30.0 50.0 $33,000.00 $55,000.00

00004 Case Administration 5.0 10.0 $5,000.00 $10,000.00

TOTAL 165.0 210.0 $181,000.00 $230,000.00

STAFFING PLAN

Category of Timekeeper

Number of Timekeepers

Expected to Work on Matter

During Budget Period

Range of Hourly Rate

Partner 2 $1,200 - $1,525

Counsel/Special Counsel 0 N/A

Associate 4 $715 - $1,010

1 Kramer Levin Naftalis & Frankel LLP has been retained as special finance counsel to the Official Committee of Equity

Securities Holders of Debtor Garrett Motion Inc. nunc pro tunc to January 28, 2021 [Dkt. No. 1037].

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EXHIBIT G

Budget Comparison

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Matter Number

Project Category

Estimated Hours

Through March 31, 2021

Actual Hours Through April 30,

2021

Estimated Fees Through March 31, 2021

Actual Fees Through April

30, 2021

Low High Low High

00002 Exit Financing 130.0 150.0 103.6 $143,000.00 $165,000.00 $135,294.00

00003 Equity Committee Retention and Fee Applications

30.0 50.0 45.5 $33,000.00 $55,000.00 $27,216.50

00004 Case Administration

5.0 10.0 0 $5,000.00 $10,000.00 $0

TOTAL 165.0 210.0 149.1 $181,000.00 $230,000.00 $162,510.50

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EXHIBIT H

Time Entries

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May 26, 2021

Garrett Motion Inc, 47548 Halyard Drive Plymouth, MI 48170

074074 Page 1

FEES AND DISBURSEMENTS POSTED AFTER THE BILLING PERIOD SHOWN ON THIS INVOICE WILL APPEAR ON A SUBSEQUENT INVOICE. DUE AND PAYABLE UPON RECEIPT. THE LEGAL RATE OF INTEREST WILL BE CHARGED FOR BALANCES OUTSTANDING OVER 30 DAYS. TAX ID # 13-1944339 Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas, New York, NY 10036 T 212.715.9100 F 212.715.8000 KL4 2707462.1

FOR PROFESSIONAL SERVICES rendered from January 28 through April 30, 2021.

Fees $162,510.50

Disbursements and Other Charges 4,081.96

TOTAL CURRENT INVOICE $166,592.46

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May 26, 2021 074074 Page 2

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

MATTER SUMMARY

For professional services rendered from Jaunary 28 through April 30, 2021 in connection with the following matters:

Matter Matter Name Fees Disbs Total

074074-00002 Exit Financing $135,294.00 $4,081.96 $139,375.96

074074-00003 Equity Committee Retention and Fee Applications

$27,216.50 0.00 $27,216.50

Subtotal $162,510.50 $4,081.96 $166,592.46

TOTAL CURRENT INVOICE $166,592.46

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May 26, 2021 074074-00002 Page 3

Exit Financing

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

PROFESSIONAL SERVICES SUMMARY

TIMEKEEPER TITLE HOURS FEES

Farley, Richard E. Partner 63.20 $96,380.00

Korogiannakis, Alex Associate 2.00 1,430.00

Pilkati, Ted Associate 10.00 8,800.00

Pistilli, Lia Associate 28.40 28,684.00

TOTAL FEES 103.60 $135,294.00

DISBURSEMENTS AND OTHER CHARGES SUMMARY

DESCRIPTION AMOUNT

Color Copies $2,431.00

Corp. Svc. Filing Fees 1,348.05

Photocopying 302.91

TOTAL DISBURSEMENTS AND OTHER CHARGES $4,081.96

PROFESSIONAL SERVICES DETAIL

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

1/28/2021 Farley, Richard E. Review existing debt documents (2.0); review Equity Committee plan (2.0); correspondence re commitment papers w/ L. Pistilli (0.5).

4.50 $6,862.50

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May 26, 2021 074074-00002 Page 4

Exit Financing

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

1/28/2021 Pistilli, Lia Draft commitment papers (5.5); correspondence re same w/ R. Farley (0.5).

6.00 6,060.00

1/29/2021 Farley, Richard E. Draft commitment letter (2.0) and fee letter (2.0).

4.00 6,100.00

1/29/2021 Pistilli, Lia Assist R. Farley with drafting commitment papers (3.0).

3.00 3,030.00

1/30/2021 Pistilli, Lia Analyze precedent materials regarding covenant baskets in connection with preparation of commitment papers (7.0).

7.00 7,070.00

1/31/2021 Pistilli, Lia Revise commitment papers (0.2). 0.20 202.00

2/1/2021 Farley, Richard E. Revise commitment papers (2.0). 2.00 3,050.00

2/2/2021 Farley, Richard E. Revise commitment letter (2.3). 2.30 3,507.50

2/3/2021 Farley, Richard E. Call with J. Rowbottom re commitment letter (0.5).

0.50 762.50

2/4/2021 Farley, Richard E. Revise commitment letter (1.1) and fee letter (1.0); attend process call with L. Pistilli, A. Korogiannakis, A. Glenn, and C. Arthur re commitment letter (0.4).

2.50 3,812.50

2/4/2021 Pistilli, Lia Attend process call with R. Farley, A. Korogiannakis, A. Glenn, and C. Arthur re commitment letter (0.4).

0.40 404.00

2/4/2021 Korogiannakis, Alex Prepare for (0.1) and attend call w/ L. Pistilli, R. Farley, A. Glenn, and C. Arthur re commitment letter (0.4).

0.50 357.50

2/5/2021 Farley, Richard E. Revise fee letter (0.9); review preferred stock terms (0.6).

1.50 2,287.50

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May 26, 2021 074074-00002 Page 5

Exit Financing

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

2/5/2021 Pistilli, Lia Review BNP comments to commitment letter and fee letter (4.2); draft related summary (3.0).

7.20 7,272.00

2/5/2021 Pilkati, Ted Draft commitment papers (10.0). 10.00 8,800.00

2/6/2021 Pistilli, Lia Review comments to commitment papers from Credit Suisse (2.0); summarize same (2.0).

4.00 4,040.00

2/7/2021 Farley, Richard E. Review commitment papers (5.4); call with Equity Committee, L. Pistilli and A. Korogiannakis to address lender comments to the commitment letter (0.6).

6.00 9,150.00

2/7/2021 Farley, Richard E. Calls with equity committee members re commitment letter (1.5).

1.50 2,287.50

2/7/2021 Pistilli, Lia Call with Equity Committee, R. Farley and A. Korogiannakis to address lender comments to the commitment papers (0.6).

0.60 606.00

2/7/2021 Korogiannakis, Alex Attend call with Equity Committee, L. Pistilli and R. Farley to address lender comments to the commitment letter (0.6); review issues list re commitment letter (0.9).

1.50 1,072.50

2/8/2021 Farley, Richard E. Review documents re commitment letter (5.0).

5.00 7,625.00

2/9/2021 Farley, Richard E. Review documents re commitment letter (4.3).

4.30 6,557.50

2/10/2021 Farley, Richard E. Revise commitment letters and term sheets (4.5).

4.50 6,862.50

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May 26, 2021 074074-00002 Page 6

Exit Financing

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

2/11/2021 Farley, Richard E. Review documents re commitment letters and term sheets (3.6).

3.60 5,490.00

2/12/2021 Farley, Richard E. Revise commitment papers (4.1); call w/ A. Dienstag re: treatment of post-emergence put right of stock passing through bankruptcy (0.1); form LLC (0.8).

5.00 7,625.00

2/13/2021 Farley, Richard E. Call w/ J. Rowbottom re commitment letter (0.5).

0.50 762.50

2/15/2021 Farley, Richard E. Revise commitment letters (2.5). 2.50 3,812.50

2/19/2021 Farley, Richard E. Review documents re commitment letter (1.0).

1.00 1,525.00

3/2/2021 Farley, Richard E. Revise preferred stock commitment letter (5.5).

5.50 $8,387.50

3/3/2021 Farley, Richard E. Revise preferred commitment letter (4.0).

4.00 6,100.00

3/4/2021 Farley, Richard E. Review documents re commitment letter (2.5).

2.50 3,812.50

TOTAL 103.60 $135,294.00

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May 26, 2021 074074-00003 Page 7

Equity Committee Retention and Fee Applications

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

PROFESSIONAL SERVICES SUMMARY

TIMEKEEPER TITLE HOURS FEES

Eggermann, Daniel M. Partner 3.30 $3,960.00

Essner, Zoe Associate 27.70 19,805.50

Sweeney, Nicole Law Clerk 10.10 1,515.00

Kane, Wendy Paralegal 4.40 1,936.00

TOTAL FEES 45.50 $27,216.50

PROFESSIONAL SERVICES DETAIL

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

2/1/2021 Essner, Zoe Call w/ Kasowitz re Kramer Levin retention (0.1).

0.10 $71.50

2/2/2021 Essner, Zoe Review precedent retention applications to prepare KL sections of retention application (0.3); prepare same (3.4); review disclosures chart exhibit to retention application (2.1); emails re retention application to D. Eggermann (0.4); emails w/ A. Glenn re same (0.2); emails w/ KL partners re disclosures (0.6).

7.00 5,005.00

2/2/2021 Sweeney, Nicole Draft disclosures chart for KL retention application (6.3).

6.30 945.00

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May 26, 2021 074074-00003 Page 8

Equity Committee Retention and Fee Applications

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

2/2/2021 Kane, Wendy Review and comment on disclosure chart (0.9); emails w/ Z. Essner and N. Sweeney re same (0.2); review and comment on declaration (1.1); emails w/ Z. Essner re entity relationships and research re same (0.6); review updated disclosure chart (0.2).

3.00 1,320.00

2/3/2021 Eggermann, Daniel M. Review and revise retention app and disclosure chart (1.0).

1.00 1,200.00

2/3/2021 Essner, Zoe Draft KL retention application sections (1.6); review disclosures chart (1.9); draft in-text disclosures (2.1); emails w/ KL partners re disclosures (0.4); emails w/ D. Eggermann re finalizing retention materials (0.3); review D. Eggermann comments to draft retention materials (0.2); incorporate D. Eggermann edits (0.2); circulate to Glenn Agre (0.2).

6.90 4,933.50

2/3/2021 Sweeney, Nicole Revise retention application provisions (1.2); draft 1% disclosures provision (1.0); review disclosure chart (1.6).

3.80 570.00

2/4/2021 Kane, Wendy Send follow up emails to partners re potential disclosures and update excel chart re same (0.7); further research on certain clients for affiliates (0.3); research and send emails to associates re potential disclousres (0.4).

1.40 616.00

2/18/2021 Essner, Zoe Review Glenn Agre drafted KL retention application (0.6).

0.60 429.00

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May 26, 2021 074074-00003 Page 9

Equity Committee Retention and Fee Applications

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

2/19/2021 Eggermann, Daniel M. Review and comment on KL retention application (0.5).

0.50 600.00

2/19/2021 Essner, Zoe Review D. Eggermann comments to KL retention application (0.3); revise retention application re same (0.6); send revised retention application and redlines to Glenn Agre (0.3).

1.20 858.00

2/25/2021 Essner, Zoe Review emails w/ UST and UCC professionals re retention applications (0.2).

0.20 143.00

2/26/2021 Essner, Zoe Review UST comments and UCC retention applications per same (0.3); emails w/ D. Eggermann re same (0.2); review KL disclosures (0.4).

0.90 643.50

3/10/2021 Essner, Zoe Emails re final fee application w/ KL team (0.3).

0.30 $214.50

3/11/2021 Essner, Zoe Review fee statement for privilege, confidentiality and compliance with local rules and UST guidelines (1.1).

1.10 786.50

3/12/2021 Essner, Zoe Revise final fee application and exhibits (2.3).

2.30 1,644.50

3/14/2021 Essner, Zoe Revise final fee application (0.4); email same to D. Eggermann (0.1).

0.50 357.50

3/16/2021 Eggermann, Daniel M. Review final fee application (1.5). 1.50 1,800.00

3/16/2021 Essner, Zoe Emails w/ KL team re final fee application (0.3).

0.30 214.50

3/17/2021 Essner, Zoe Revise final fee application (0.6). 0.60 429.00

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May 26, 2021 074074-00003 Page 10

Equity Committee Retention and Fee Applications

KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

DATE TIMEKEEPER DESCRIPTION HOURS AMOUNT

3/18/2021 Eggermann, Daniel M. Review final fee application (0.3). 0.30 360.00

3/18/2021 Essner, Zoe Revise final fee application (1.1); emails re same w/ D. Eggermann and N. Rahman (0.2).

1.30 929.50

3/19/2021 Essner, Zoe Emails re budget w/ KL team and Glenn Agre (0.3); call w/ Glenn Agre re monthly fee statements (0.1); correspondence w/ KL team re monthly fee statements (0.4); review final fee application (0.6); send final fee application to Glenn Agre for review (0.2).

1.60 1,144.00

3/22/2021 Essner, Zoe Emails re February/March fee statement w/ Glenn Agre (0.3); review KL exhibits (0.2); review fee statement for privilege, confidentiality and compliance with local rules and UST guidelines (0.2); emails re filing same w/ KL team (0.2).

0.90 643.50

3/25/2021 Essner, Zoe Prepare budget and staffing plan (0.5); emails D. Eggermann re same (0.2).

0.70 500.50

3/29/2021 Essner, Zoe Email B. Rahman re final budget signoff (0.1).

0.10 71.50

4/26/2021 Essner, Zoe Review draft interim fee application (0.5); emails w/ J. Kindler and D. Eggermann re same (0.3).

0.80 $572.00

4/27/2021 Essner, Zoe Review first interim combined invoice (0.1); emails w/ KL team and Glenn Agre re filing interim fee application (0.2).

0.30 214.50

TOTAL 45.50 $27,216.50

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May 26, 2021 074074

Re: Garrett Motion Equity Committee (R. Farley) KRAMER LEVIN NAFTALIS & FRANKEL LLP NEW YORK | SILICON VALLEY | PARIS

KL4 2707462.1

REMITTANCE Payment Due Upon Receipt

For Professional Services Rendered from January 28 through April 30, 2021:

$166,592.46

TOTAL BALANCE DUE $166,592.46

Please Mail or Courier Payment to: Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas New York, NY 10036-2714 Attention: Accounting Department

Wire Payment to:

PLEASE RETURN THIS REMITTANCE COPY WITH YOUR PAYMENT

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EXHIBIT I

Itemized Expenses

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MATTER BILLING

ATTORNEY DISBURSEMENT

DATE NARRATIVE COST

074074-00002 Farley, Richard E. 02/05/2021 Photocopying $4.60

074074-00002 Farley, Richard E. 02/08/2021 Photocopying $13.80

074074-00002 Farley, Richard E. 02/09/2021 Photocopying $17.94

074074-00002 Farley, Richard E. 02/10/2021 Photocopying $21.85

074074-00002 Farley, Richard E. 02/10/2021 Photocopying $18.17

074074-00002 Farley, Richard E. 02/16/2021 Photocopying $57.04

074074-00002 Farley, Richard E. 02/16/2021 Photocopying $19.32

074074-00002 Farley, Richard E. 02/16/2021 Photocopying $5.75

074074-00002 Farley, Richard E. 02/16/2021 Photocopying $11.04

074074-00002 Farley, Richard E. 02/16/2021 Photocopying $12.88

074074-00002 Farley, Richard E. 02/16/2021 Photocopying $13.11

074074-00002 Farley, Richard E. 02/05/2021 Color Copies $53.00

074074-00002 Farley, Richard E. 02/08/2021 Color Copies $69.00

074074-00002 Farley, Richard E. 02/09/2021 Color Copies $86.00

074074-00002 Farley, Richard E. 02/10/2021 Color Copies $3.00

074074-00002 Farley, Richard E. 02/16/2021 Color Copies $392.00

074074-00002 Farley, Richard E. 02/16/2021 Color Copies $25.00

074074-00002 Farley, Richard E. 02/16/2021 Color Copies $3.00

074074-00002 Farley, Richard E. 02/16/2021 Color Copies $194.00

074074-00002 Farley, Richard E. 02/16/2021 Color Copies $64.00

074074-00002 Farley, Richard E. 02/16/2021 Color Copies $334.00

074074-00002 Korogiannakis, Alex 02/17/2021 Formation of the Funding Entity for the Debt

Financing

$1,348.05

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2

MATTER BILLING

ATTORNEY DISBURSEMENT

DATE NARRATIVE COST

074074-00002 Farley, Richard E. 03/04/2021 Photocopying $12.42

074074-00002 Farley, Richard E. 03/04/2021 Color Copies $108.00

074074-00002 Farley, Richard E. 03/08/2021 Photocopying $26.22

074074-00002 Farley, Richard E. 03/08/2021 Photocopying $54.51

074074-00002 Farley, Richard E. 03/08/2021 Photocopying $0.23

074074-00002 Farley, Richard E. 03/08/2021 Photocopying $0.23

074074-00002 Farley, Richard E. 03/08/2021 Photocopying $0.23

074074-00002 Farley, Richard E. 03/08/2021 Photocopying $13.57

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $181.00

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $432.00

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $12.00

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $2.00

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $432.00

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $2.00

074074-00002 Farley, Richard E. 03/08/2021 Color Copies $39.00

TOTAL COSTS $4,081.96

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