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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 AUTHORIZING THE DEBTORS RETENTION AND COMPENSATION OF CERTAIN PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS1
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The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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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Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) authorizing the Debtors to retain and compensate certain professionals in the ordinary course of business, all as more fully set forth in the Motion; and upon the First Day Declaration; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein before the Court (the Hearing); and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. The Debtors are authorized, but not directed, to retain and pay reasonable fees and
expenses for the services of the OCPs listed on Schedule 1 attached hereto in the ordinary course of the Debtors business.
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.
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3.
The procedures for the retention and compensation of OCPs set forth on
Schedule 2 attached hereto, including the form of the declaration of disinterestedness attached hereto as Schedule 3, are hereby approved in their entirety. 4. Nothing in the Motion or this Order shall be deemed or construed as an admission
as to the validity or priority of any claim against the Debtors or an approval or assumption of any contract pursuant to section 365 of the Bankruptcy Code. 5. notice. 6. The terms and conditions of this Order shall be immediately effective and Notice of the Motion as provided therein shall be deemed good and sufficient
enforceable upon its entry. 7. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a). 8. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion. 9. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order. New York, New York Date: August 12, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge
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SCHEDULE 1
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ORDINARY COURSE PROFESSIONALS ENTITY NAME ADDRESS
Abelman, Frayne, & Schwab
666 Third Avenue New York, New York 10017 Attn: Jeff Schwab 1 State Route 12, #201 Flemington, New York 08822 Attn: John Quirke 222 Lakeview Avenue Suite 400 West Palm Beach, Florida 33401 Attn: Guy Quattlebaum 150 N. Michigan Avenue, Suite 2400 Chicago, Illinois 60601 951 East Byrd Street Richmond, Virginia 23219 Attn: David Wright 1601 Cherry Street, Suite 1400 Philadelphia, Pennsylvania 19102 Attn: William Leahy 42 S. Duke Street York, Pennsylvania 17401 Attn: Leo Wallace 2021 Richard Jones Road, #350 Nashville, Tennessee 37215 194 Nassau Street Princeton, New Jersey 08542 Attn: Peter Dickson Four Times Square New York, New York 10036 Attn: Vered Rabia
Archer & Greiner
Akerman Senterfitt LLP
Clark Hill PLC
Hunton & Williams LLP
Littler Mendelson P.C.
Malone & Neubaum
Nanette Gould
Potter & Dickson
Skadden, Arps, Slate, Meagher & Flom LLP
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ORDINARY COURSE PROFESSIONALS ENTITY NAME ADDRESS
Spell Pless Sauro Davis, PC
Stone & Bellus, P.C.
Suite 1750 - The Proscenium 1170 Peachtree Street, NE Atlanta, Georgia 30309 Attn: Brian Cashmere 6111 Peachtree Dunwoody Road Building D Atlanta, Georgia 30328 Attn: Josh Stone 4540 Kearny Villa Rd., Suite 211 San Diego, California 92123 Attn: Edward Freedman
The Law Office of Edward W. Freedman
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Schedule 2
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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
RETENTION AND COMPENSATION PROCEDURES FOR ORDINARY COURSE PROFESSIONALS1
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The following procedures (the OCP Procedures) shall govern the retention of professionals retained by the above-captioned debtors (collectively, the Debtors) in the 2 ordinary course of business (collectively, the OCPs): a. Each OCP shall file with the Court and serve a declaration of disinterestedness (each, a Declaration of Disinterestedness) substantially in the form attached hereto as Schedule 2 upon: (i) the Debtors, Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480, Attn: Mark Murphy; (ii) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Clement Yee; (iii) the Office of the United States Trustee (the U.S. Trustee), 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Paul Schwartzberg; and; (iv) counsel to the Official Committee of Unsecured Creditors (the Creditors Committee), Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attn: Jordan Wishnew (collectively, the Notice Parties). The Notice Parties shall have twenty (20) days after the filing and service of a Declaration of Disinterestedness to object to the retention of the OCP filing such declaration (the Objection Deadline). Any objecting party shall serve its objection upon the Notice Parties and the relevant OCP on or before the Objection Deadline. If an objection cannot be resolved within ten (10) days after the Objection Deadline, then the retention of the OCP that is the subject of the objection shall be scheduled for hearing by the Debtors at a regularly scheduled omnibus hearing date that is no less than twenty (20) days from that date. The Debtors shall not be authorized to retain and pay such OCP until all outstanding objections have been withdrawn, resolved, or overruled by order of the Court. If no objection is received from any of the Notice Parties by the Objection Deadline with respect to an OCP, the Debtors shall be authorized to retain and pay that OCP in accordance with these OCP Procedures. The Debtors are authorized to retain an OCP and pay such OCP, without formal application to the Court by any OCP, 100 percent of fees and disbursements to each of the OCPs retained by the Debtors after such OCP (i) files with the Court and serves upon the Notice Parties a Declaration of Disinterestedness for which the Objection Deadline lapses and no objections are pending and (ii) submits to the Debtors an appropriate invoice setting forth in reasonable detail the nature of the services
b.
c.
d.
Except as authorized by the Court, the OCP Procedures shall not apply to professionals retained by the Debtors pursuant to separate orders of the Court.
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rendered after the Petition Date; provided, however, that each OCPs fees, excluding costs and disbursements, do not exceed $50,000 per month (the OCP Monthly Cap) or $500,000 in the aggregate (the OCP Case Cap and, together with the OCP Monthly Cap, the OCP Compensation Caps). The OCP Case Cap may be modified by mutual agreement between the Debtors, the U.S. Trustee, and the Creditors Committee. e. To the extent that fees payable to any OCP exceed an OCP Monthly Cap as set forth in paragraph (d) above, the OCP shall file a fee application (a Fee Application) with the Court for the amount in excess of the applicable OCP Monthly Cap in accordance with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, the Fee Guidelines promulgated by the Executive Office of the United States Trustee, and any applicable orders of the Court, unless the U.S. Trustee agrees otherwise. To the extent that fees payable to any OCP exceed the OCP Case Cap as set forth in paragraph (d) above, such OCP shall file a retention application with the Court for formal retention as a non ordinary course professional in accordance with section 327(a) of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the Fee Guidelines promulgated by the Executive Office of the U.S. Trustee, and any applicable orders of the Court, unless the U.S. Trustee and the Creditors Committee agree otherwise. At three-month intervals during the pendency of these Chapter 11 Cases (each, a Quarter), the Debtors shall file with the Court and serve on the Notice Parties, no later than 45 days after such Quarter, a statement that shall include the following information for each OCP: (i) the name of the OCP; (ii) the aggregate amounts paid as compensation for services rendered and reimbursement of expenses incurred by that OCP during the reported Quarter; (iii) all postpetition payments made to that OCP to date; and (iv) a general description of the services rendered by that OCP. The Debtors reserve the right to retain additional OCPs from time to time during these Chapter 11 Cases by (i) including such OCPs on an amended version of Exhibit B attached to the Motion that is filed with the Court and served on the Notice Parties and (ii) having such OCPs comply with the OCP Procedures.
f.
g.
h.
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Schedule 3
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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
DECLARATION OF DISINTERESTEDNESS OF [INSERT NAME OF FIRM] IN SUPPORT OF RETENTION AS ORDINARY COURSE PROFESSIONAL1
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_________________ being duly sworn, upon his/her oath, deposes and says: 1. (the Firm). 2. The above-captioned debtors (collectively, the Debtors) have requested that the Firm provide [service description] services to the Debtors, and the Firm has consented to provide such services. 3. The Firm may have performed services in the past, may currently perform services and may perform services in the future, in matters unrelated to these chapter 11 cases, for entities that are parties in interest in the Debtors chapter 11 cases. The Firm does not perform services for any such person in connection with these chapter 11 cases, or have any relationship with any such person, their attorneys, or accountants that would be adverse to the Debtors or their estates, with respect to the matter on which the Firm is being employed. 4. As part of its customary practice, the Firm is retained in cases, proceedings, and transactions involving many different parties, some of whom may represent or be retained by the Debtors, claimants and parties in interest in these chapter 11 cases. 5. Neither I, nor any principal, partner, director or officer of, or professional retained by the Firm has agreed to share or will share any portion of the compensation to be received from the Debtors with any other person other than the principal and regular employees of the Firm. 6. Neither I, nor any principal, partner, director or officer of, or professional retained by the Firm, insofar as I have been able to ascertain, holds or represents any interest adverse to the Debtors or their estates with respect to the matter(s) upon which this Firm is to be retained. 7. The Debtors owe the Firm $__________ for prepetition services, the payment of which is subject to limitations contained in the Bankruptcy Code, 11 U.S.C. 1011532. I am a _________ of ____________, located at ___________________
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8. As of the petition date of the Debtors chapter 11 cases, the Firm was party to an agreement for indemnification with certain of the Debtors, which is attached as Exhibit A to this Declaration. 9. The Firm is conducting further inquiries regarding its retention by any creditors of the Debtors, and upon conclusion of that inquiry, or at any time during the period of its retention, if the Firm should discover any facts bearing on the matters described herein, the Firm will supplement the information contained in this Declaration.
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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

ORDINARY COURSE PROFESSIONALS ENTITY NAME ADDRESS

Abelman, Frayne, & Schwab

Archer & Greiner

Akerman Senterfitt LLP

Clark Hill PLC

Hunton & Williams LLP

Littler Mendelson P.C.

Malone & Neubaum

Potter & Dickson

Skadden, Arps, Slate, Meagher & Flom LLP

ORDINARY COURSE PROFESSIONALS ENTITY NAME ADDRESS

Spell Pless Sauro Davis, PC

Stone & Bellus, P.C.

The Law Office of Edward W. Freedman

RETENTION AND COMPENSATION PROCEDURES FOR ORDINARY COURSE PROFESSIONALS1

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