UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., 1 Debtors.
) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
OMNIBUS ORDER GRANTING FIRST INTERIM APPLICATIONS OF RETAINED PROFESSIONALS FOR (A) COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND (B) REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES Upon consideration of the first interim fee applications (the Fee Applications) filed by the professionals (the Professionals) listed on Schedule A and Schedule B attached hereto, and retained in the chapter 11 cases of the above-captioned debtors and debtors in possession (collectively, the Debtors) for allowance of interim compensation for professional services and reimbursement of actual and necessary expenses incurred for the period from July 19, 2010 through November 30, 2010; and the Court having considered the Amended Guidelines for Fees and Disbursements for Professionals in the Southern District of New York Bankruptcy Cases adopted by the Court on November 25, 2009, effective as of December 4, 2009, the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330, adopted on January 30, 1996, and the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 189]; and the Court having jurisdiction to consider the Fee Applications and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and it appearing that due and proper notice of the Fee Applications has been given; and the Court having reviewed the Fee Applications; and the Court having
determined that the relief requested in the Fee Applications is in the best interests the Debtors, the Debtors estates and their creditors; and after due deliberation and good and sufficient cause appearing therefor, it is hereby ORDERED that: 1. The Fee Applications are hereby granted on an interim basis to the extent
referenced on Schedule A attached hereto and set forth more fully on Schedule B attached hereto. 2. Compensation to the Professionals for professional services rendered during the
time periods set forth in the Fee Applications is hereby allowed on an interim basis in the amounts set forth on Schedule B attached hereto in the column entitled Fees Allowed. 3. Reimbursement to Professionals for expenses incurred during the time periods set
forth in the Applications is hereby allowed on an interim basis in the amounts set forth on Schedule B attached hereto in the column entitled Expenses Allowed. 4. The compensation and expenses hereby approved shall be allowed administrative
expense claims against the Debtors estates in the amounts set forth on Schedule B attached hereto. 5. The Debtors shall hold back amounts in the column entitled Fees Held Back on
Schedule B until such time as the Court authorizes the Debtors to pay such amounts. 6. The Debtors are authorized, directed, and ordered to pay each Professional the
fees and expenses set forth on Schedule B attached hereto in the column entitled Fees and Expenses to Be Paid Less Holdback (to the extent not previously paid). 7. The fees and expenses waived by Kirkland & Ellis LLP (K&E) shall be
allocated to amounts that would otherwise have been funded by Fixed Rate Cash Collateral (as defined in the Final Cash Collateral Order [Docket No. 402]).
8.
The issue of the applicability of the limitation in the Final Cash Collateral Order
and how it applies to the fees and expenses of Morrison and Foerster LLP is reserved for determination in a future Order after notice and hearing. 9. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order. 10. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,
9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 11. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order. New York, New York Dated: March 31, 2011 /S/ Shelley C. Chapman Honorable Shelley C. Chapman United States Bankruptcy Judge
SCHEDULE A
Case No. 10-13800 (SCC) In re Innkeepers USA Trust, et al.,
Current Fee Period: July 19, 2010 to November 30, 2010
APPLICATION DATE & DOCUMENT NO. FEES REQUESTED EXPENSES REQUESTED FEES
TO BE PAID1
APPLICANT
EXPENSES TO BE PAID
Kirkland & Ellis LLP Moelis & Company LLC Fried, Frank, Harris, Shriver & Jacobson LLP Morrison & Foerster LLP Jefferies & Company Members of the Official Committee of Unsecured Creditors
01/14/2011 Docket No. 826 01/13/2011 Docket No. 808 01/14/2011 Docket Nos. 817 01/14/2011 Docket No. 825 01/14/2011 Docket No. 819 01/14/2011 Docket No. 818
$6,276,488.50 $709,489.83 $328,465.00 $1,396.631.67 $508,064.52 $0.00
$407,520.25 $50,435.94 $6,640.60 $35,510.57 $23,111.04 $521.14
$4,881,190.80 $551,591.86 $250,772.00 $1,101,954.94 $406,451.62 $0.00
$332,520.25 $50,435.94 $6,640.60 $35,510.57 $13,800.04 $521.14
Note: The above table includes amounts voluntarily waived by the Professionals pursuant to agreements with the United States Trustee for the Southern District of New York and Midland Loan Services, as applicable.
The columns entitled Fees To Be Paid and Expenses To Be Paid set forth the fees and expenses the Debtors are authorized, directed, and ordered to pay each Professional on an interim basis (to the extent not previously paid). The amounts listed in these columns do not include the amounts the Debtors shall hold back until such time as the Court authorizes the Debtors to pay such amounts.
Schedule A(1)
DATE: March 31, 2011
INITIALS: SCC USBJ
SCHEDULE B
Case No. 10-13800 (SCC) In re Innkeepers USA Trust, et al.,
Current Fee Period: July 19, 2010 to November 30, 2010
FEES HELD BACK (20% OF THE FEES ALLOWED MINUS VOLUNTARY WAIVERS) $1,220,297.70 $137,897.97 $62,693.00 $275,488.73 $101,612.90 $0.00
APPLICANT
APPLICATION DATE & DOCUMENT NO.
FEES REQUESTED
FEES ALLOWED
FEES VOLUNTARILY WAIVED
EXPENSES REQUESTED
EXPENSES ALLOWED
EXPENSES VOLUNTARILY WAIVED
TOTAL AMOUNT TO BE PAID
FEES AND EXPENSES TO BE PAID LESS HOLDBACK
Kirkland & Ellis LLP Moelis & Company LLC Fried, Frank, Harris, Shriver & Jacobson LLP Morrison & Foerster LLP Jefferies & Company Members of the Official Committee of Unsecured Creditors
01/14/2011 Docket No. 826 01/13/2011 Docket No. 808 01/14/2011 Docket Nos. 817 01/14/2011 Docket No. 825 01/14/2011 Docket No. 819 01/14/2011 Docket No. 818
$6,276,488.50 $709,489.83 $328,465.00 $1,396.631.67 $508,064.52 $0.00
$6,276,488.50 $709,489.83 $328,465.00 $1,396.631.67 $508,064.52 $0.00
$175,000.00 $20,000.00 $15,000.00 $19,188.00 $0.00 $0.00
$407,520.25 $50,435.94 $6,640.60 $35,510.57 $23,111.04 $521.14
$407,520.25 $50,435.94 $6,640.60 $35,510.57 $23,111.04 $521.14
$75,000.00 $0.00 $0.00 $0.00 $9,311.00 $0.00
$6,434,008.75 $739,925.77 $320,105.60 $1,412,954.24 $521,864.56 $521.14
$5,213,711.05 $602,027.80 $257,412.60 $1,137,465.51 $420,251.66 $521.14
Note: The above table includes amounts voluntarily waived by the Professionals pursuant to agreements with the United States Trustee for the Southern District of New York and Midland Loan Services, as applicable.
Schedule A(1)
DATE: March 31, 2011
INITIALS: SCC USBJ
