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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

ORDER GRANTING APPLICATIONS FOR ALLOWANCE OF THIRD INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES Upon consideration of the Applications for Allowance of Interim Compensation and Reimbursement of Expenses (the Applications) for professional services rendered and expenses incurred during the period commencing April 1, 2011 through July 31, 2011 (the Third Interim Fee Period); and a hearing having been held before this Court to consider the Applications on October 6, 2011; and notice have been given pursuant to Federal Rules of Bankruptcy Procedure 2002(a)(7) and (c)(2); and due consideration having been given to any responses thereto; and sufficient cause having been shown therefor; it is hereby ORDERED that: 1. Schedule B. 2. The Debtors are authorized and directed to pay fifty percent of the amounts held The Applications are granted to the extent set forth in Schedule A and

back during the Third Interim Fee Period (as set forth in the column titled Fees Held Back for

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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the Third Interim Period in Schedule B) upon entry of this order and the remaining fifty percent upon the effective date of the Fixed/Floating Plan, as it may be amended, or on such date as otherwise ordered by the Court after notice and a hearing. 3. The $36,081.50 of fees subject to Midland Loan Services limited objection to the

monthly application of Kirkland & Ellis LLP for June 2011 [Docket No. 2035] shall be allowed in full but shall not be payable until entry of an order approving Kirkland & Ellis LLPs application for compensation in these cases on a final basis or otherwise ordered by the Court.

Dated: October 6, 2011 New York, New York /s/ Shelley C. Chapman Honorable Shelley C. Chapman United States Bankruptcy Judge

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SCHEDULE A

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Case No. 10-13800 (SCC) In re Innkeepers USA Trust, et al.,

Current Interim Fee Period: April 1, 2011 to July 31, 2011

(1)

(2) DATE/DOCKET NUMBER OF APPLICATION

(3) INTERIM FEES REQUESTED ON APPLICATION

(4) FEES TO BE PAID FOR CURRENT FEE PERIOD

(5) FEES TO BE PAID FOR PRIOR FEE PERIOD (I.E., HOLDBACK RELEASE) $491,289.90 $60,000.00 $106,293.45 $74,458.40 $50,000.00

(6) TOTAL FEES TO BE PAID

(7) INTERIM EXPENSES REQUESTED

(8) EXPENSES TO BE PAID FOR CURRENT FEE PERIOD

APPLICANT

Kirkland & Ellis LLP Moelis & Company LLC Fried, Frank, Harris, Shriver & Jacobson LLP Morrison & Foerster LLP Jefferies & Company, Inc.

September 14, 2011 Docket No. 2093 September 14, 2011 Docket No. 2085 September 14, 2011 Docket No. 2087 September 14, 2011 Docket No. 2091 September 14, 2011 Docket No. 2092

$5,291,425.50 $600,000.00 $202,489.00 $374,983.25 $500,000.00

$4,184,614.10* $480,000.00 $161,991.20 $299,986.60 $400,000.00

$4,675,904.00 $540,000.00 $268,284.65 $374,445.00 $450,000.00

$273,652.98 $17,431.92 $6,736.79 $7,119.57 $3,774.18

$273,652.98 $17,431.92 $6,736.79 $7,119.57 $3,774.18

Dated: October 6, 2011

Initials: (SCC) USBJ

This amount reflects (a) a voluntarily writeoff of requested fees of $15,556.00 to resolve an objection of the United States Trustee [Docket No. 2112] and (b) a reduction of $36,081.50, which is not payable at this time pursuant to paragraph 3 of this Order.

Schedule A
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DATE ON WHICH ORDER WAS SIGNED: ___________________

INITIALS: _______USBJ

SCHEDULE B

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Case No. 10-13800 (SCC) In re Innkeepers USA Trust, et al.,

Summary: All Fee Periods (Including This Fee Period)


APPLICANT Kirkland & Ellis LLP Moelis & Company LLC Fried, Frank, Harris, Shriver & Jacobson LLP Morrison & Foerster LLP Jefferies & Company, Inc. Members of the Official Committee of Unsecured Creditors TOTAL FEES REQUESTED* $16,290,257.00 $1,889,489.83 $1,578,888.50 $2,497,010.92 $1,508,064.52 $0.00 TOTAL FEES AWARDED** $15,235,083.10 $1,769,489.83 $1,538,390.70 $2,422,014.27 $1,408,064.52 $0.00 TOTAL EXPENSES REQUESTED $922,924.50 $101,211.51 $48,569.76 $81,254.30 $30,960.88 $521.14 TOTAL EXPENSES AWARDED $847,924.50 $101,211.51 $48,569.76 $81,254.30 $21,649.88 $521.14 FEES HELD BACK FOR THE THIRD INTERIM PERIOD $1,055,173.90 $120,000.00 $40,497.80 $74,996.65 $100,000.00 $0.00

Dated: October 6, 2011

Initials: (SCC) USBJ

* **

Includes fees previously requested but not awarded (held back fees). Fees held back are treated as not having been awarded. Of this amount, $168,724.40 from the first interim period and $139,389.10 from the second interim period shall be paid from sources other than Cash Collateral, as set forth herein and in the stipulation by and among Morrison & Foerster, the Debtors, and Midland Loan Services, a division of PNC Bank N.A., entered June 7, 2011 [Docket No. 1638].

Schedule B
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DATE ON WHICH ORDER WAS SIGNED: ___________________

INITIALS: _______USBJ

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