10000005468

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

HEARING DATE: October 6, 2011
HEARING TIME: 10:00 a.m.
-------------------------------x
:
In re :
:
INNKEEPERS USA TRUST, et al., :
:
:
Debtors. :
:
-------------------------------x
Case No. 10-13800 (SCC)
(Chapter 11)
OBJECTION OF THE UNITED STATES TRUSTEE TO SECOND INTERIM
APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES
TO THE HONORABLE SHELLY C. CHAPMAN, BANKRUPTCY JUDGE:
Tracy Hope Davis, the United States Trustee for Region 2
(the "United States Trustee"), files this objection to the
following interim applications for compensation and
reimbursement of expenses submitted in these cases for the
period of April 1, 2010 through July 31, 2011:
Professional Fees Expenses
Kirkland & Ellis, LLP
Counsel to Debtors
$5,291,425.50
1
$273,652.98
Moelis & Company, LLC
Financial Advisor and
Investment Banker to Debtors
$600,000.00 $17,431.92
Morrison & Foerster, LLP
Counsel to Committee
$374,983.25 $7,119.57
Jefferies & Company, LLC
Financial Advisors to
Committee
$500,000.00 $3,774.18
Fried Frank Harris Shriver &
Jacobson, LLP
Counsel to Independent Board
$202,489.00 $6,736.79
Totals: $6,968,897.75 $308,715.44
1
The Applicant also seeks the award of $491,289.90 previously held-back.
Introduction
The professionals seek allowance of $6,968.75 in fees and
$308,715.44 in expenses for this fee period. Although four
plans of reorganization have been confirmed in these cases, the
Debtors primary plan effecting 64 of its hotels has not yet
been consummated. Rather, the Debtors are currently involved
in litigation seeking, among other things, to require the
purchasers of the hotels to close on the transaction. The
outcome of these cases is unresolved. Therefore, allowance of
the full amount of fees requested on the basis of overall case
results would be premature at this point. Accordingly, the
full payment of the interim fees to the applicants at this time
pursuant to 11 U.S.C. 331 would be inappropriate. For these
reasons, the United States Trustee respectfully requests that
the Court impose a percentage fee reduction (colloquially known
as a hold back), with a reservation of rights to object to
the allowance of these interim fees based upon the results of
this case.
The United States Trustee also asserts specific objections
to the amounts of fees and expenses sought. The specific
objections are more fully described below.
Background
General Background
1. On July 19, 2010 (the Petition Date), Innkeepers USA
Trust (Innkeepers) and certain of its affiliates (collectively,
2
the Debtors) filed voluntary petitions for relief under the
Bankruptcy Code.
2. The Debtors own and operate a portfolio of 72 hotels
located in 20 states across the United States. Declaration of
Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in
Support of First Day Pleadings (the Craven Declaration) at 6,
ECF No. 2.
3. Since the Petition Date, the Debtors have operated their
businesses and managed their properties as debtors in possession
pursuant to Bankruptcy Code Sections 1107 and 1108. By Order dated
July 20, 2010, the Debtors cases are being jointly administered.
ECF No. 51.
4. On July 28, 2010, the United States Trustee, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed the official
committee of unsecured creditors (the Creditors Committee). ECF
No. 82.
5. On August 12, 2010, the Court entered an Administrative
Order Establishing Procedures for Interim Compensation and
Reimbursement of Expenses of Professionals (the Monthly
Compensation Order). ECF No.189. According to the Monthly
Compensation Order, professionals in these cases may be paid 80% of
their fees and 100% of their expenses on a monthly basis. Id.
3
Plan and Disclosure Statement
6. On June 29, 2011, the Court entered an order confirming
the Debtors plans of reorganization. ECF No. 1804. Pursuant to
the plans, 64 of the Debtors hotels were to be sold to Cerebus
Series Four Holdings LLC and Chatham Lodging Trust (collectively,
the Purchasers) for $1.12 billion. Id. As of the date hereof,
the parties have not closed on that transaction. Rather, on August
29, 2011, the Debtors commenced an adversary proceeding against the
Purchasers to, among other things, require specific performance by
the Purchasers.
General Standards
Bankruptcy Code Section 330(a)(1) provides that:
After notice to the parties in interest and the United
States trustee and a hearing, and subject to section 326,
328, and 329, the court may award to a trustee, an
examiner, or a professional person employed under
section 327 or 1103
(A) reasonable compensation for actual, necessary
services rendered by the trustee, examiner,
professional person, or attorney and by any
paraprofessional person employed by any such person; and
(B) reimbursement for actual, necessary expenses.
11 U.S.C. 330(a)(1)(A) and (B).
To determine reasonableness, Section 330(a)(3) of the
Bankruptcy Code instructs that:
4
. . . 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).
Each applicant bears the burden of proof for its claim
for compensation. Howard & Zukin Capital v. High River Ltd.
Pship, No. 05 Civ. 5726 (BSJ), 2007 WL 1217268, at *2
(S.D.N.Y. Apr. 24, 2007); Zeisler & Zeisler, P.C. v.
Prudential Ins. Co. (In re JLM, Inc.), 210 B.R. 19, 24
(B.A.P. 2d Cir. 1997); In re Northwest Airlines Corp., 382
B.R. 632, 645 (Bankr. S.D.N.Y. 2008) (citations omitted); In
5
re Keene Corp., 205 B.R. 690, 695 (Bankr. S.D.N.Y. 1997).
The failure of an applicant to sustain the burden of proof
as to the reasonableness of the compensation may result in
the denial of the request for compensation. In re Beverly
Mfg. Corp., 841 F.2d 365 (11
th
Cir. 1988).
Additionally, only documented expenses that are actual
and necessary are reimbursable. 11 U.S.C. 330(a)(1)(B).
Professionals must furnish enough specificity to establish
whether a given expense was both actual and necessary. In
re Korea Chosun Daily Times, 337 B.R. 758, 769 (Bankr.
E.D.N.Y. 2005) (quoting In re S.T.N. Enters., Inc., 70 B.R.
823, 834 (Bankr. D. Vt. 1987)); see also In re Fibermark,
Inc., 349 B.R. 385, 395 (Bankr. D. Vt. 2006) (in order to be
compensated from the estate, the professional must
demonstrate, not just recite that . . . the expenses
sought to be reimbursed are actual and necessary and that no
other reasonable, less expensive alternatives were
available.). Expenses are actual if they are incurred and
not based on a formula or pro rata calculation. Id. at 400.
Moreover, they are necessary if they were reasonably needed
to accomplish proper representation of the client. Korea
Chosun, 337 B.R. at 769 (quoting In re Pacific Express,
Inc., 56 B.R. 859, 865 (Bankr. E.D. Cal. 1985)).
The Court has an independent burden to review fee
applications lest overreaching professionals drain [the
6
estate] of wealth which by right should inure to the benefit
of unsecured creditors. Keene Corp., 205 B.R. at 695
(quoting In re Busy Beaver Bldg. Ctrs., Inc., 19 F.3d 833,
844 (3d Cir. 1994)).
Further, the Bankruptcy Court has the authority to
reduce fees or expenses when they are disproportionate to
the benefit to the estate, even if it already has approved
the professionals retention under Sections 327 and 328 of
the Bankruptcy Code. In re Taxman Clothing Co., 49 F.3d
310, 316 (7
th
Cir. 1995); see also, Zolfo, Cooper & Co. v.
Sunbeam-Oster Co., Inc., 50 F.3d 253, 262-63 (3d Cir. 1995)
(affirming lower courts denial of improperly documented and
inadequately detailed expenses).
Interim fee awards are discretionary, and are subject to
re-examination and adjustment during the course of the case.
In re Stable Mews Assocs., 778 F.2d 121, 123 n.3 (2d Cir.
1985) (interim awards are interlocutory and subject to full
review and adjustment at a later date).
Argument
All Applicants: Percentage Fee Reduction
The United States Trustee respectfully requests a
percent fee reduction (colloquially known as a hold back)
of the requested fees. The Debtors primary plan has not
yet gone effective. Consequently, the ultimate benefit to
7
the estates for the services rendered by the professionals
simply cannot be assessed at this time. Because those
results still are unknown, the imposition of a percentage
interim hold back is appropriate. In re Child World, Inc.,
185 B.R. 14, 18 (Bankr. S.D.N.Y. 1995) (hold backs, while
not mandated by statute, are commonly used by courts to
moderate potentially excessive interim allowances and to
offer an incentive for timely resolution of the case); see
also In re Bank of New England Corp., 134 B.R. 450, 458-59
(Bankr D. Mass. 1991) (because of the difficulty in
determining whether services were actual and necessary when
reviewing interim applications, bankruptcy courts routinely
require percentage reductions until the end of the case),
affirmed, 142 B.R. 584 (D. Mass. 1992).
Kirkland & Ellis
Billing: The applicant seeks fees for billing the
estate. Specifically, the applicant seeks $168,650.00 in
connection with its Retention and Fee Application project
category. See Kirkland & Ellis Fee Application at Exhibit
C. Much of this time is for the task of reviewing and
editing monthly bills. The applicants relevant time
records are attached hereto as Exhibit 1. The time in
question is underlined. The review and editing of time
records, as opposed to fee applications, is not compensable.
See CCT Comms., Inc., 2010 WL 3386947, *9 (Bankr. S.D.N.Y.
8
2010)(the review and editing of time records - as opposed
to fee applications - is not compensable.); see also, In re
Computer Learning Centers, Inc., 285 B.R. 191, 219-220
(Bankr. E.D. Va. 2002)(those portions of the billing
process common to billing both bankruptcy and non-bankruptcy
clients are not compensable under section 330 because they
are part of the professionals overhead.). Accordingly,
the United States Trustee objects to ten percent (10%) of
the fees sought, or $16,865.00, by the applicant in this
project category (because the applicant fails to list the
amount charged for the services, the United States Trustee
estimated the amount in question).
Support Staff: The applicant seeks no less than
$15,556.00 for the services of four timekeepers entitled
Conflicts Specialists and Conflicts Coordinators and
Research Specialist. See Kirkland & Ellis Fee Application
at Exhibit D.
2
These individuals are listed as part of the
firms Administrative Services department. A firms
internal administrative staff is overhead and not
compensable by the estates. See e.g., See In re Almacs,
Inc., 178 B.R. 598, 606 (Bankr. D. R.I. 1995) (noting that
debtors counsel use of librarian was overhead and was not
2
In response to an inquiry from counsel to the United States
Trustee, the applicant advised that although a $6,875.00 charge for
the services of a conflicts specialist in the June, 2011 monthly
statement was included in the total fees sought, the charge was
inadvertently omitted from Exhibit D of the fee application.
9
proper charge against estate); In re First Software Corp.,
79 B.R. 108, 123 (Bankr. D. Mass. 1987) (disallowing part of
the compensation for research performed by a librarian).
Accordingly, the United States Trustee requests that the
Court reduce any compensation awarded to applicant by
$15,556.00 for services rendered by these individuals.
Moelis & Company
Morrison & Foerster
Jefferies & Company
Fried Frank Harris Shriver & Jacobson
Subject to the objection contained in the All
Applicants, Percentage Fee Reduction subsection herein, the
United States Trustee does not object to the amount of
compensation sought by the applicant.
WHEREFORE, the United States Trustee prays that the
Court sustain the objections contained herein and grants
such other and further relief as is just and proper.
Dated: New York, New York
September 20, 2011
Respectfully submitted,
TRACY HOPE DAVIS
UNITED STATES TRUSTEE

By: /s/ Paul K. Schwartzberg
Paul K. Schwartzberg
Trial Attorney
33 Whitehall Street, 21
st
Floor
New York, New York 10004
Tel. No. (212) 510-0500
10
Exhibit 1
Innkeepers USA
18 Retention, Fee App, & Monthly Statements
Legal Services for the Period Ending May 31, 2011
Name
5/27/11 Christopher H Langbein
5/31/11 Maureen McCarthy
5/31/11 Brian S Lennon
5/31/11 Todd M Schwartz
1. 20
1. 40
3.40
2.70
.50
.30
3.00
Description
Review documents re second interim fee issues
(.5); telephone conferences with work1ng
group re same ( .7).
Correspond with working group re preparation
of invoices in compliance with U S. Trustee
guidelines (.6); review. revise. and compile
documents re same ( . 8).
Draft and revise reply re objection to K&E
second interim application (2.7); research re
same ( . 7) .
Draft and finalize April monthly application
(2.2); draft notice of filing re same ( .1);
file same ( .3); follow-up with Omni
Management re service of same (.1).
Summarize total amount of holdback for all
professionals re the first and second interim
fee applications.
Review April monthly application.
Draft and revise objection re UST objection
to interim fee application.
100.70 TOTAL HOURS
Page 7
Innkeepers USA
Leg a 1 Services for the Period Ending May 31, 2011
Name
5/17/11 Jennifer Marines
5/17/11 Shavone Green
5/18/11 Ellen J Kratofil
5/25/11 Stephanie 0 Frye
5/26/11 Anup Sathy, P.C.
1. 00
2.00
.20
1. 40
.30
.50
1. 40
2.10
.20
.70
4.80
.80
1. 50
Description
Review various issues re fee applications
C .2); correspond with professionals and U.S.
Trustee re same C .8).
Prepare second interim fee applications
Cl. 2 l; coord1 nate de 1 i very to U S Trustee
( .4); correspond v1ith B. Friedman re same
(4)
File affidavit of service re K&E's second
interim fee application and notice of hearing
re same.
Review and revise invoices re compliance with
banRrur:_!_Cl . uS Trustee guide 1 i nes
Review docket report for issues re conn i ct
of interest and potential parties to be
searched.
Review U.S. Trutee's objection to second
interim fee application (.3); Correspond with
A. Sathy re same (.2).
Review and revise invoices re comoliance with
.... <:.::Tcl""iTS-. Trustee guidelines.
Review and reyise invoices re compliance with
bankrl!Jlj.f,Y_.I.!J.] es and 0 S. Trustee guide 1 i nes
Correspond with the Company re monthly
1 nvoi ces.
bankruprcyTuTes anatrS-:-TTITSte'e guidelines
( . 3 l; telephone conference with T. Schwartz
re same ( 4 l .
Conflicts research reclaims objection
parties (3.1); disclosure analysis re same
0.7J
Te 1 ephone conferences with working group re
April monthly application (.4); review same
( 4) .
Revise monthly application.
Page 6
Innkeepers USA
Date
5116111 Christopher H Langbein
5116/11 Jennifer Marines
5/16/11 Daniel R Brown
5/16/11 Steven SeraJeddini
5/16/11 Stephen E Hessler
5116/11 Todd M Schwartz
5.20
1. 50
3.40
2.20
4' 00
.60
2.20
.90
1. 80
1. 30
.40
Description
Review and revise K&E second interim fee
application (2 5); correspond with working
group re same ( .6); draft and revise notice
re same (. 7); review and revise invoices re
compliance with bankruptcy rules and U.S.
Trustee guidel1nes 0.4).
Rev1 ew issues re second interim fee
applications ( .3); correspond with P.
Schwartzberg and other professionals re same
( 5) ; office conference with B. Friedman re
same ( 3); coordinate preparation of binders
for UST ( 4).
Rev1ew, revis,siQ'!.Qjill re compliance with
bankruptcy-rcules and U.S. Trustee guidelines.
Review, revise invoices re compl1ance with
bant:T'lJ]Jtcy"ruYes ana u.s. Trustee guidelines.
Prepare second interim applications of
professionals (2.5); coord1nate delivery to
U.S. Trustee (10); correspond with B.
Friedman re same (.5).
application.
Finalize K&E second interim fee application
( 1 0) prepare same for filing with the
bankruptcy court ( .4); file same ( .3);
finalize notice of hearing re second interim
fee apolications ( .2); prepare and file same
with tne bankruptcy court ( .3).
application ( 5), review form of notice ( !);
correspond with C. Langbein and S Hessler re
same(3).
Review and ''evise second interim fee
application and notice.
Revise K&E second interim fee application.
Correspond and conferences wlth working group
re K&E second interim fee application.
Page 5
Innkeepers USA
18 Retention, Fee App. & Monthly Statements
5/10/11 Maureen McCarthy 5.90
5/11/11 Christopher H Langbein 3.10
5/11/11 Ellen J Kratofil .40
5/12/11 William Guerr1eri 1.10
5/13/11 Gary M Vogt .60
5/14/11 Brian S Lennon .30
5/14/11 Todd M Schwartz 1. 50
5/15/11 Christopher H Langbein 1. 80
5/15/ll Stephen E Hessler .80
5/15/11 Maureen McCarthy 1. 60
5/15/11 Brian S Lennon 1.10
5/15/11 Todd M Schwartz 3.40
Description
application (3.2).
Prepare tota1s fees and hours for attorney
and paraprofessionals, total fees and hours
by matter categories and totals for expenses
by categories (3 2); revise second interim
fee application re same (2.7).
Draft and revise K&E second interim
application.
Review docket report for issues re conflict
searched.
Review and revise monthly 1nvoices re
cOmpjianc_e_ w{i}-:-5anR'rUptc.n'u 1 es and u . s .
trustee guidelines.
Finalize. file AP Services and Moelis second
interim fee applications ( .4); coordinate
service of same with Ornni ( . 2).
application.
Correspond with C. Langbein re K&E second
interim fee application.
Review and revise second interim fee
application.
Review and rev'se K&E second 1nterim
application (1.5); correspond with working
application.
Rev i ev1 and revise second i nten m fee
application.
Review and revise K&E fee application ( 8);
correspond with C. Langbein re same ( 3).
application
Page 4
Innkeepers USA
18 Retention. Fee App. & Monthly Statements
Legal Services for the Period Ending May 31. 2011
Description of Legal Services
5/09/ll Daniel R Brown
5/09/11 Gary M Vogt
5/09/11 William Guerrieri
2.50
4. 00
40
2' 10
2.40
180
2' 10
2.40
.40
.20
110
4.50
Description
application (2 2); correspond with working
group re review of invoices ( .3).
Review and revise K&E second interim
application (1.4); review documents re same
(1. 8) ; correspond with working group re same
( .5); review and revise invoices re
compliance with bankruptcy rules and U.S.
Trustee guidelines ( .3).
searched.
Review and revise K&E second interim
application (1.4); review documents re same
( 7)'
Review. revise invoices re compliance with
bariKrupfcy7U1 guidelines.
Review. revise invoices re compliance with
baiiRrTiprry ruTesanCf"\:rS. Trustee guide 1 i nes.
ba.iik.rupfcTr-tJTesaiiCJOT Trustee gui del i nes.
banRTilptcT-r'uTes-:mcrl:r:S:-1 rust ee g u i de 1 i n es .
Finalize. f1le Moelis March 2011 fee
statement ( .3); coordinate service of same
with Omni ( .ll .
File affidavit of service re March fee
statement.
barriZr-upT(y-ru I es and u-:-s-:-rrustee guide 1 i nes.
bantrupt:ty rUTesancf'U'::>-:-irustee guide 1 i nes
(1.3); draft and revise K&E second interim
Page 3
Innkeepers USA
Legal Serv1ces for the Period Ending April 30. 2011
Date
4/01/11 Marc J Carmel
4/06/ll Chn s topher II I angbei n
4/06/11 Stephanie D Frye
4/06/11 Wl11iam Guerrier1
4/07/11 Jonathan Zinman
4/07/ll Christopher H Langbein
4/07 ill Ell en J Kratofll
4/08/1] Ellen J Kratofi l
4110/11 Chn stopher H Langbein
4110/ll Damel R Brown
4/ll/11 Christopher H Langbein
4/ll/ll Daniel R Brown
.30
.50
140
3.50
100
2.80
2.30
. 70
.40
l .30
2.30
3.20
1.40
Description
Correspond with work1ng group re professional
retention issues ( .2): telephone conference
with N. Cook re same (. 1)
Correspond with work1ng group re 1nvoice
rev1ew ( 2): review materials re same (.3)
Conduct conflicts search re claims objections
( .8): correspond with conflicts team re same
(. 2): review conflicts search results (. 4)
Research re disclosure of parties submi ttecl
as claims objections.
Review and rev1 se i nv01 ces re como l i ance vn th
banK'rlij)tc.irTiTesand u.s. Trustee gu1del ines
Review and rev1se invoices re compliance vnth
Trustee guidelines.
Review and revise invoices re compliance wlth
barrkruptcYT'Ulesancru-:5 Trustee guide 1 i nes
(1 6): rev1ew and analyze issues re second
i nten m application ( . 5) : correspond with
working group re same ( 2) .
Conduct confl1cts search re clams objections
( .4): review conf
1
1cts search resu'its ( .3)
Rev1ew docket report for issues re conflict
of 1nterest.
Rev1ew and rev1se invoices re compliance vnth
bankT'UprcY7uTesana us Trustee guidelines
and revise invoices re compliance w1th
bar1KrTTpfcY ruTes and US Trustee gu1delines.
i ew and revise invoices re camp l i a nee wHh
bankruptcy-rcrle-s-dlld-&-5-:-T-r us tee g u i de 1 i ne s
Revie1' .9.!19 .... ir.voices re compliance vnth
banKruptcy rules and U.S. Trustee gu1del1nes.
Page 3
Innkeepers USA
18 Retention. r:ee 1\pp, & Monthly Statements
Legal Serv1ces For the Period Ending Apr1l 30. 2011
4/12/11 Chr1stopher H Langbein
4/13/11 Chr1stopher H Langbein
4/14/11 Ellen J Kratof1l
4/15/11 Cnristopher H Langbein
4/15/11 Emily S O'Connor
4/15111 Maureen McCarthy
4/18/11 Jonathan Z1nman
4/19/1] Jonathan Zinman
4/19/ll Chr1stopher H Langbe1n
4119/ll Dan:el R Brown
4/20111 Chr1stopher H l_angbei n
4/21/J] Chr: stopher H 'cangbei n
2.80
.70
.40
.80
3.90
1.40
1. 40
2.40
.70
2.40
.30
3.40
2.60
l.l 0
Description
Review and revise invoices re comp l i a nee wHh
tlankruptcy rul'es.anci"IIS. Trustee guidelines
Rev1ew and revise invoices re compliance w1th
bank'ruprcyruies(;na'lTS:--rrustee guidelines
C .4); telephone conferences w1th working
of interest.
Review and analyze documents re K&E second
interim application.
Prepare claims obJection parties for
confl1cts search (2 7); confllcts search and
analysis re same Cl 2).
Research and summar1ze caselaw re
professional compensation.
Retrieve and organize intenm fee appl icat1on
materials.
Prepare fee statements for dlstribut ion re
second interim fee app 11 cation (. 4);
correspond with E. 0' Connor re same ( . 1);
draft summary matenals re same ( 6); draft
second interim fee application (1.3).
Analyze retent1on issue (.4); partiCipate 1n
telephone conference with the Company re same
( 3)
Review and revise invoices re comoliance w1th
oankr1iptcy ruTes Trnstee guidelines.
Correspond w1 th work 1 ng group re 1 ssues re
rev1ew of invoices.
Rev1ew and revise invoices re compl1ance w:th
Trustee guide 11 nes
Review and r'evi se invoices re comp l i a nee vn th
oahfruplcy-ruTes-anau-:-s-:-- Trustee gu 1 de'' nes.
Rev1ew and revise invoices re compliance w1th
bankruptcYT'Uies-and'U-:s----rrustee gu 1 de 11 nes.
Page 4
Innkeepers USA
18 Retentwn. Fee App, & Monthly Statements
Legal Services for the Period Ending April 30, 2011
4/21/11 Jenni fer Marines
4/2l!ll Jennlfer Mannes
4/22/ll Jennifer Mar1nes
4/25/ll Marc J Carmel
4/25/11 Gary M Vogt
4/26/11 Jeffrey M Armington
4/26/11 Chr1stopher il Langbe1n
4/28/ll ,Jenrn fer Mar1 nes
4/29/ll Maureen McCarthy
Hours
l. 00
.40
1. DO
. 60
2.20
Description
Analyze issues re interim fee application
( .6): telephone conference with C. Langbein
re sa me ( . 4 l .
Rev 1 ew 1 ssues re retention 1 nvoi ces and
cor-respond with N. Cook re same.
Analyze 1ssues re interim fee application
( 4): correspondence and telephone conference
I'Jith creditors' committee re same ( 6) .
Review monthly fee statement.
Draft K&E second interim appl1cat10n ( 8);
revie'J invoices re matter surrmaries for same
(] 4)
2.20 Review and rev1se invoices re compliance w1th
-oariiZrTiptcy-rmes-anaiTS-. lri:istee guidelines.
.30 File Moel is February 2011 fee statement C .2):
coordinate service of same with Omni C .ll.
3. 20 Research retent ion of compensat 10n
consultants (2.4): correspondence with J.
Marines and B Lennon re same (. 8).
1. 20
.40
1 70
2.80
Rev1ew and rev1se invoices re compliance vnth
b1lnkrupt-crrme:;-1lmtlr:-s-:--rru:; tee g u 1 de 11 nes
0.1): correspond wiU1 workmg group re same
())
A.nalyze 1ssues re payment of fees and
holdbacks.
Review and revlse invoices re compliance with
bankn:<ptcy-nle-s-ancr-u-:-s-:--frustl'e guidelines
( 3): prepare monthly appl1cat1on for filing
(] 4)
Final1ze March fee statement and not1ce re
same (2 2): prepare same for filing ( .2):
file monthly applicat10n ( .4).
62.40 TOTAL HOURS
Page 5
Innkeepers USA
18 Retention. Fee App, & Monthly Statements
Legal Services for the Period Ending June 29. 2011
Date Name
6/02/11 Chn stopher H Langbein
6/02/11 Maureen
6/02/11 Anup Sathy. P.C.
6/03/11 Linda A Scussel
6/03/11 W1lliam Guerrieri
6/06111 Jeffrey M Armington
6/06/11 Christopher H Langbe1n
Hours
.80
. 60
3 20
. 20
.40
. 60
3.60
l. 50
.70
Description
Review second interim fee applications and
prepare summary of fees and expenses .
bank-ruptcy-runs-sailcflJ:"S. Trustee guide 1 i nes.
Draft and revise second interim fee
application order .
Review and revise interim fee order.
Correspond with working group re May monthly
fee application .
Review documents. correspondence re
unredacted Basta declaration (.3): telephone
conferences with working group re same ( .3).
Draft and revise proposed second omnibus
1nterim fee order (2.3): correspond with
working group. professionals re same ( .6):
research re same ( .7).
Draft exhibits to unredacted third
supplemental declaration.
Review second interim fee application order
and correspond wHh C. Lang be', n re changes to
same .
. 40 Review second interim fee order.
1.00 Review and revise invoices re compliance with
Trustee guidelines.
.70 RevieVJ issues re supplemental K&E declarat1on
( 5): correspond with working group re same
( 2)
1.60 Review and rev1se 1nvo:ces re compi1ance wlth
-15ariKr'uPlC:YT1:i4'1''SOmJ-tJ3':"1rustee gu1 del Hies.
1 80 Rev1ew documents re third supplemental Basta
declaration ( I): telephone conferences with
Page 3
Innkeepers USA
Legal Services for the Period Ending June 29, 2011
Date
6/06/11 Gary M Vogt
6/07/11 Jeffrey M Armington
2.80
3.50
.40
. 90
.20
1. 80
4.90
--------
6/07/11 Gary M Vogt .50
6/07/11 Gary M Vogt .30
6/07 Ill Beth friedman .30
6/07/11 Brian S Lennon .40
6/07/11 Anup Sathy, P.C. .30
Description
Moelis. working group re same (.6):
correspond with working group re same ( .5).
bankruptcy rules and U.S. Trustee guidelines
(2.5): telephone conferences wlth working
Review and revise proposed second omm bus
interim fee order (1.4): telephone
conferences with working group re same ( .4):
draft notlce re same ( .5): research and draft
hearing notes re same (1 2).
Finalize. file Moelis April 2011 fee
application ( 3): coordinate serv1ce of same
with Omni ( . 1) .
Revise second interim fee order .
Review and revise proposed second 1nter1m fee
order.
Revl_ew .. involces re compllance with
guide 1 i nes.
Review and revise second interim fee order
( 2. 2): draft notice and documents re
unredacted supplemental Basta declaration and
correspond with working group re same (1.3):
review and revise invoices re compliance with
bankruptcy rules and US. Trustee gu1delines
(]. 4).
---- --
Compll e quarterly fee application materials
requested for June 7 hearing.
Finalize. file AP Services April status
report ( .2): coordinate service of same with
Omni ( .ll .
Correspond wlth work1ng group re issues re
fee order.
Review issues re Creditors' Committee counsel
compensation.
Review and revise second interim fee order.
Page 4
Innkeepers USA
6/08/11 Christopher H Langbein 140
6/08/11 Christopher H Langbein 150
6/08111 Daniel R Brown 3. 60
6/08/11 Steven Serajeddini 2.50
6/09111 Christopher H Langbein 2.90
6/09/11 William Guerrieri .20
6/10/11 Jonathan Zinman . 50
6/10/11 Christopher H Langbein .30
6110/11 Christopher H Langbein 4.20
6/10/11 Jennifer Marines .50
6/10/11 Gary M Vogt . 40
Description
Review and re.vise.j_nwi.(:es re comp l i a nee with
bankruptCy rules and U.S. lrustee gu1dellnes
Review and revise second interim fee order
C.4l; review documents. correspondence re
same (.6); correspond and telephone
conferences w1th constituents. working group
re same C 5 l .
Review and revise invoices re comp 1 i ance with
oa-rikruptcJ'rtHes-<iNd tr:s Trustee guidelines.
Review and revise invoices re compl'iance with
ban!truptcyTOlestr"S-:-Trustee guide 1 i nes.
Review and revise unredacted supplemental
declaration ( .7); correspond and conferences
with working group re same ( . 2); correspond
v1ith working group re May monthly fee
application ( .2); review and revise invoices
re compliance with bankruptcy rules and US.
Trustee guidelines Cl.l); correspond and
telephone conferences v1ith \VOrking group.
professionals re second interim fee order
(.6); correspond with the Bankruptcy Court re
same C 1 l.
Correspond with C. Langbein re May monthly
fee application.
Correspond with working group re unredacted
supp 1 omenta 1 dec 1 a rations.
Review and revise documents re unredacted
supplemental declaration (8); correspond and
te 1 ephone conferences with working group. the
Company re same (.5).
Rev1ew a.n<.J .. invoices re compliance
bankr'uptcy rure;;-ari"iflr::;. Trustee guidelines
(2.8); correspond with group re
second interim order ( .8); draft summary
information re K&E compensation (.6).
Reviev1 May monthly fee application.
Finalize. file unredacted schedu I es to Basta
Page 5
Innkeepers USA
6/13/11 Stephanie 0 Frye
6114/11 Christopher H Langbein
6/14111 Stephanie D Frye
6/15/11 Jennifer Mar1nes
6/20/11 Stephanie o Frye
Hours
. 30
. 30
.90
.30
. 40
.30
l. 30
4.60
.30
.40
.50
.60
3.30
Description
third supplemental declaration in support of
K&E retention C .3); coordinate service of
same with Omni C .1) .
Review summary re second interim fee period
payment matters (.2); correspond with N. Ford
and C. Langbein re same (.1) .
Review issues re K&E compensat10n.
Review and revise disclosure re supplemental
declaration ( .5); correspond with the Company
resame(.4).
Correspond with working group re
confident i a 1 ity agreements and retention
declarations .
Revise supplemental affidavit.
Conduct organization and preparation for
disclosure analysis of parties submitted in
connection with ninth omnibus claims
objection.
RevJ.B\tilDQ.E> .. YJ .. UllYOi ces _ _r:e _omp l i a nee with
bankruptcy ru I es and U S. Tr.ustee guidelines.
Conduct research re parties submitted rn
connection with ninth omnibus claims
ObJection (2.1); conduct disclosure analys1s
re parties submitted in connection wiUr ninth
omnibus claims objection (2.5).
Correspond with L. Marinuzzi and K. Beckeman
re Cred1 tors' Comm1 ttee fees.
Telephone conference with L Marinuzzi re
holdback ( 2); correspond with AP Services re
same ( 2)
Compile fee-related pleadings for attorney
review.
Prepare disclosure analysis for supplemental
declaration.
Conduct organization and preparation of
Page 6
Innkeepers USA
18 Retention. Fee App. & Month"ly Statements
Legal Services for the Per1od Ending June 29. 2011
6/26/11 Cara C Cullin 1.20
6127 Ill Christopher H Langbein 4.60
6/27/11 Stephanie D Frye 4.60
6/27/11 Linda A Scussel 3.80
6/27/11 Maureen McCarthy .50
6/27/ll Todd M Schwartz 3.70
6/28/11 Christopher H Langbe1n l. 90
6/28/ll L1nda A Scussel 2.80
Description
Rev.iew and revise invoices re compliance with
oankru.ptcyruFisa-iidu s Trustee guidelines
Review supplemental disc':osures re creditors
submitted re filed schedules. utility
providers. and vendors.
Trustee guide 1 i nes
(4. 1); correspond with working group re same
( 5)
Conduct organization and preparation for
disclosure analysis of parties submitted
under Rule 2002 (1 8); conduct research re
parties submitted under Rule 2002 parties
0.4); conduct disclosure analysis re parties
submltted as claims register and Rule 2002
( .9); conduct organization and review of
disclosures re parties submitted as cla1ms
register and Rule 2002 ( .5).
Conduct analysis for disclosure of creditors
and other parties submitted as claims
register parties (2.3): conduct organization
and review of disclosures relating to
creditors and other parties submitted as same
and Rule 2002 parties (1.0): revieVJ and
update confl"icts trackjng chart re the fourth
supplemental ( .5).
Draft May monthly fee appl1cation and notice
re same ( .4); correspond with VJorking group
re same ( . l) .
Review and revise fee application re
compnance wTmtcmkTuptcyc\J 1 es and u.s.
Trustee gu1delines.
Correspond and telephone conferences with
working group re May monthly fee application
(l 4): review and revise pleading re same
( 5)
Review and update confl1 cts tracking chart re
fourth suppiernental declaration ( .8): draft
exhibits re same (2.0).
Page 8
Innkeepers USA
18 Retentlon. Fee App. & Monthly Statements
Legal Services for the Period Ending June 29. 2011
6/28/ll Todd M Schwartz
.20
3.10
.60
1. 00
1. 50
Description
Review summary re holdback for second interim
fee application.
Review and revise fee 2JJ_p 1 i cation re
c0111!JlTance-W1Tilbank ruptcy ru 1 es and U.s
Trustee guidelines.
Correspond and telephone conferences with
working group re May monthly fee application
( .4); reviev1 documents re same ( .2).
Telephone conference with working group re
monthly fee application (.3); review and
revise same C.7).
Revise monthly fee ication.
124.30 TOTAL HOURS
Page 9
Innkeepers USA
Legal Services for the Period Ending July 31, 2011
Date Name
6/30/ll Maureen McCarthy
6/30/11 Anup Sathy, P C.
7/06/11 Jennifer Mar1nes
7/06111 Maureen McCarthy
7/07/11 Chn stopher H Langbein
7/0/111 Jennifer Marines
3.00
2.60
1. 60
2.90
.50
1. 70
3.20
. 20
. 70
2.20
l. 20
4.30
Description
Draft and finalize May monthly application
(2.3); draft and finalize notice of filing re
same (.3); prepare monthly application and
notice for filing (.3); follow-up with Omni
Management re service of same ( .1).
Review and revise monthly app!ication re
comj5T1ance-wTtl1Darikruf)fcy rules and us
trustee guidelines (2.1); coordinate filing
re same C . 5).
Review and revise May monthly application
Review documents, precedent re professwnal
fee estimate ( 6); draft and revise documents
re same (1 3); correspond with working group
re same ( .4); correspond with working group
re b1lling, invoiclng issues C .6).
Address issues re supplemental declaration in
support of Kirkland retention.
Review documents and correspond with working
group re accrued professional claim estimate
( .9); revise documents re same C .8).
Correspond with working group re K&E
supplemental declaration ( .5); review
documents re same ( .4); review ard revise
invoices re compl',ance with bankruptcy rules
and US. Trustee guidelines (2 3).
Address issues re supplemental declaration .
Research re final fee application .
Review documents, precedent re fmal fee
application Cl.ll; draft same C 5).
Telephone conferences with B. Bacal re late
fee payments ( .5); review documents re same
(7)
Page 3
Innkeepers USA
Legal Services for the Period Ending July 31. 2011
7/11/11 Br1an S Lennon
7112/11 Gary M Vogt
7/12/11 Jacob Goldfinger
7118111 Maureen McCarthy
7/19/1! Christopher H Langbein
3.00
3.30
.30
3.40
.50
.40
. 20
l. 20
l. 30
4.70
3.40
Description
bankruptcy rules and U.S. Trustee gu1delines
(3 7); correspond with work1ng group re
holdback payment issues (.6).
Review documents re fourth supplemental K&E
declaration ( 8); correspond with working
group re same ( .3); review and revise same
(.3); coordinate filing of same (.6); review
and revise invoices re compl1ance with
bankruptcy rules and U.S. Trustee guidelines
(1' 0)
Review, revise invoices re compliance with
bank rupfcy--r-uYesanifD-s Trustee gu i de 1 i nes
(3.2); correspond with working group re same
( 1 )
Review supplemental declarat10n.
bonkruptcy-rulesarWu. S. Trustee guidelines.
Coordinate filing, service of fourth
supplemental declaration in support of K&E
retention.
Prepare supplemental K&E retention
declaration for filing and coordinate service
of same.
Review and revise supplemental declaration .
bankruptcy-ru1e_s __ iinaU_:>.Trus tee guide 1 i nes
( .8); correspond with working group re fee
issues(.4).
Review and revise invoices re como1iance with
Trustee' gu1 de 1 i nes.
Draft third interim fee application (3 5);
review precedent re same (1.0); telephone
conference with C. Langbein re final fee
application matters ( .2).
Review and revise 1 nvoi ces re comp 1 i a nee with
oankrl.ipfcjirU1Es-Cindus- Trnstee guide l1 nes.
Page 4
Innkeepers USA
7/25111 Christopher H Langbein
7/28/11 Christopher H Langbe1n
7/29111 Christopher H Iangbein
Hours Description
2.30 Review and revise invoices re compliance with
r1Tles'aiia U S Trustee guidelines
.70 Review and revise invoices re compliance with
oaiiKYupfcT'coae:san'kruptcy Rules. interim
compensation order. and U.S. Trustee
guidelines
1. 20 Revi ew and rev1 se invoices re camp 1 i ance with
15'aFik'ruptcy'fuTes"and-U s Trustee guidelines
.20 Correspond vJith N. Cook re monthly fees.
3.80 Review and,revise invoices re compliance with
banlCruplT.n''uTesanalJ:'S. Trustee guidelines
C3 6); correspond with T. Schwartz re same
( 2)
.50 Correspond with C. Langbein re supplemental
declaration issues.
.50 Conferences with working group re fee and
conflicts issues.
2.50 Review and rev1se fee application re
compliance wiH1 hankruptc:y rules and US
trustee guidelines.
3.30 Review and revise fee application re
comphance'with bankruptcy rules and US
trustee guidel1nes.
2 50 Draft third interim fee application Cl7J:
review documents, Jieadings re same (.8).
. 60
1.30
2.90
Review documents and correspond with AP
Services re fee 1 ssues C. 3); correspond v1i th
working group re June 1nvoices ( .3).
Review invoices 1n preparation for filing
ion and
notice re same ( .5): correspond with v1orking
group re filing re same (. 4).
Draft and final1ze June monthly application
and notice (2 5); prepare same for filing
(3): coordinate serv1ce with Omni Management
( 1 )
Page 5
Innkeepers USA
Description
7/29/11 Anup Sathy, P.C. 2.10 Revie\; and revise June monthly application.
70.20 TOTAL HOURS
Page 6

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UNITED STATES BANKRUPTCY COURT

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