The document is an order from the United States Bankruptcy Court for the Southern District of New York authorizing the debtors Innkeepers USA Trust et al. to retain Omni Management Group, LLC as their notice and claims agent. The order approves Omni to provide noticing and claims processing services including maintaining creditor matrices and claims registers, distributing required notices to creditors, and processing proofs of claim. Omni will perform these services in accordance with the engagement letter attached to the order.
The document is an order from the United States Bankruptcy Court for the Southern District of New York authorizing the debtors Innkeepers USA Trust et al. to retain Omni Management Group, LLC as their notice and claims agent. The order approves Omni to provide noticing and claims processing services including maintaining creditor matrices and claims registers, distributing required notices to creditors, and processing proofs of claim. Omni will perform these services in accordance with the engagement letter attached to the order.
The document is an order from the United States Bankruptcy Court for the Southern District of New York authorizing the debtors Innkeepers USA Trust et al. to retain Omni Management Group, LLC as their notice and claims agent. The order approves Omni to provide noticing and claims processing services including maintaining creditor matrices and claims registers, distributing required notices to creditors, and processing proofs of claim. Omni will perform these services in accordance with the engagement letter attached to the order.
) In re: ) Chapter 11 ) INNKEEPERS USA TRUST, et al., 1 ) Case No. 10-13800 (SCC) ) Debtors. ) Jointly Administered ) ORDER AUTHORIZING AND APPROVING THE RETENTION AND EMPLOYMENT OF OMNI MANAGEMENT GROUP, LLC AS NOTICE AND CLAIMS AGENT FOR THE DEBTORS AND DEBTORS IN POSSESSION 1
1 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 (continued on next page)
2 K&E 17396236 Upon the application (the Application) 2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for entry of an order (this Order) authorizing the Debtors to retain and employ Omni as their noticing and claims agent, all as more fully set forth in the Application and the Engagement Letter; and upon the First Day Declaration and the Osborne 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 Application 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 Application 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 Application and the opportunity for a hearing on the Application under the circumstances; and the Court having reviewed the Application 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 Application 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. The Application is granted to the extent provided herein.
headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. 2 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.
3 K&E 17396236 2. The Debtors are authorized to retain Omni as their notice and claims agent in accordance with the terms and conditions set forth in the Application and in the Engagement Letter attached hereto as Schedule 1. 3. Omni is authorized to provide the Debtors with the services described in the Application and the Engagement Letter. Specifically, but without limitation, Omni will render the following services: (a) Preparation and distribution of required notices in these Chapter 11 Cases to all potential creditors and parties in interest, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules as determined by the Debtors counsel, including: (i) a notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; (ii) notices of objections to claims (if necessary); (iii) notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and (iv) such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Chapter 11 Cases; (b) Maintenance of an official copy of the Debtors schedules of assets and liabilities and statement of financial affairs (collectively, the Schedules), listing the Debtors known potential creditors and the amounts owed thereto; (c) Providing access to the public for examination of copies of the proofs of claim or proofs of interest filed in these Chapter 11 Cases without charge during regular business hours (if necessary); (d) Furnishing a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court; (e) Filing with the Clerks Office an affidavit or certificate of service, which includes a copy of the notice, a list of persons to whom it was mailed (in alphabetical order), and the date and manner mailed, within ten (10) days of service;
4 K&E 17396236 (f) Docketing all claims received by the Clerks Office or otherwise as authorized by the Court and maintaining the official claims registers (the Claims Register) for each Debtor on behalf of the Clerks Office, and providing the Clerks Office with certified duplicate, unofficial Claims Registers on a monthly basis, unless otherwise directed; (g) Recording all transfers of claims, pursuant to Bankruptcy Rule 3001(e), and providing any notices of such transfers required by Bankruptcy Rule 3001(e); (h) Specifying, in the applicable Claims Register, the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the names and addresses of the claimant and agent, and, if applicable, who filed the claim; and (iv) the asserted amount and classification(s) of the claim (e.g., secured, unsecured, priority, and the like); (i) Relocating, by messenger, all of the actual proofs of claim filed with the Court to Omni, not less than weekly; (j) Upon completion of the docketing process for all claims received to date by the Clerks Office for each case, turning over to the Clerks Office copies of the Claims Register for the Clerks Offices review; (k) Making changes in the Claims Registers pursuant to Court Order; (l) Maintaining the official mailing list for each Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party in interest or the Clerks Office; (m) Assisting with, among other things, solicitation and calculation of votes, and distributions, as required, in furtherance of confirmation of chapter 11 plan(s); (n) Providing such other claims processing, noticing, and administrative services as may be requested from time to time by the Debtors; (o) Filing with the Court the final version of the Claims Register immediately before the closing of these Chapter 11 Cases; (p) Thirty (30) days prior to the close of these Chapter 11 Cases, an order dismissing Omni shall be submitted terminating the services of Omni upon completion of its duties and responsibilities and upon the closing of these cases; and (q) At the close of the Chapter 11 Cases, boxing and transporting all original documents, in proper format, as provided by the Clerks Office, to the
5 K&E 17396236 Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lees Summit, Missouri 64064. 4. In addition to the foregoing, Omni is authorized to assist with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) gathering data in conjunction with the preparation of the Debtors schedules of assets and liabilities and statements of financial affairs; (c) tracking and administration of claims; and (d) performing other administrative tasks pertaining to the administration of these Chapter 11 Cases as may be requested by the Debtors or the Clerks Office in accordance with the terms of the Engagement Letter. 5. The Debtors are authorized to pay Omnis fees and expenses as set forth in the Engagement Letter in the ordinary course of business without the necessity of Omni filing fee applications with this Court. Without further Order of the Court, the Debtors are authorized to compensate Omni in accordance with the terms and conditions of the Engagement Letter, upon Omnis submission to the Debtors of invoices summarizing in reasonable detail the services rendered and expenses incurred in connection therewith. 6. The fees and expenses of Omni incurred in performance of these services are to be treated as an administrative expense of the Debtors estates and shall be paid by the Debtors upon receipt of each invoice from Omni, unless Omni is advised, within 30 days of receipt of the invoice, that the Debtors object to the invoice, in which case (unless the objection is resolved consensually), the Debtors will schedule a hearing before the Court to consider the disputed invoice. In such case, the Debtors shall remit to Omni only the undisputed portion of the invoice and, if applicable, shall pay the remainder to Omni upon the resolution of the disputed portion, as mandated by this Court. Notwithstanding the foregoing, the Debtors may be required to prepay for certain services in accordance with the terms of the Engagement Letter.
6 K&E 17396236 7. In the event Omni is unable to provide the services set out in this Order, Omni will immediately notify the Clerks Office and Debtors counsel and cause to have all original proofs of claim and computer information turned over to another claims agent with the advice and consent of the Clerks Office and Debtors counsel. 8. If these Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code, Omni will continue to be paid for its services until the claims filed in the Chapter 11 Cases have been completely processed; if claims agent representation is necessary in the converted chapter 7 case, Omni will continue to be paid in accordance with 28 U.S.C. 156(c) under the terms set out in the Engagement Letter and this Order. 9. The Debtors and Omni are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 10. Notice of the Application as provided therein shall be deemed good and sufficient notice. 11. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 12. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 13. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 14. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. New York, New York /s/Shelley C. Chapman Date: July 20, 2010 United States Bankruptcy Judge
K&E 17396236 Schedule 1 Omni Engagement Letter
(0) OMNI MANAGEMENT GROUP June 10, 2010 Marc A. Beilinson Chief Restructuring Officer Innkeepers HeSi'itality U SA 'T (V $ +- 340 Royal Poinciana Way Suite 306 Palm Beach, Florida 33480 Re: Retention of Omni Management Group, LLC Dear Mr. Beilinson: This letter will acknowledge that you have requeste LLC ("Omni") to provide services to Innkeepers ("Innkeepers") and its related entities (collectively with Innkeepers, the "Companies") in preparation of, and in connection with, the Companies' anticipated chapter 11 filings. Omni will make itself available to the Companies, as requested, for the purposes of assisting the Companies with case administration matters including preparation and management ofthe creditor matrix, assisting the preparation of schedules of assets and liabilities and statement of financial affairs, claims management, noticing, plan solicitation and tabulation, the development and maintenance of an informational website and any other services requested by the Companies. The services rendered by Omni will be billed at our normal hourly rates which range from $35.00 to $295.00 per hour as per the attached rate sheet. Rates are adjusted annually on January 2nd of each year, and are subject to increases not to exceed ten percent (10%) per annum. Increases greater than ten percent (10%) per annum will be discussed with you before becoming effective. For all such services rendered, we require a $50,000 deposit. All charges will be on a portal to portal basis plus out-of-pocket expenses. Omni shall be compensated on a monthly basis for those services performed by Omni during the preceding calendar month. Invoices are payable upon submission. Attached hereto, please find a wire transfer form for payment of the deposit and monthly invoices. 16501 BOULEVARD. SUITE 440. Ei':CINO. CAliFORNIA 91436-2068 818.906.8300 TEL 818.783.2737 FAX 1120 AVENUE OF THE AMERICAS. 4TH NEW YORK. NEW YORK 10036 212.302.3580 TEL 212.302.3820 FAX WWW.OMNIMGT.COM Marc A. Beilinson June 10, 2010 Page2 Each of Omni and the Debtor, on behalf of themselves and their respective employees, agents, professionals and representatives, agrees to keep confidential all non- public records, systems, procedures, software and other information received from the other party in connection with the services provided under this Agreement; provided, however, that if either party reasonably believes that it is required to produce any such information by order of any governmental agency or other regulatory body it may, upon not less than five (5) business days' written notice to the other party, release the required information. Please acknowledge the above by signing and returning a copy of this letter. Should you have any questions regarding the above, please do not hesitate to call me. cc: Robert Berger Eric Schwarz Paul Deutch Date: __ f.t------=--/_1 c,___,J,......,I'--o- Marc A. Beilinson Chief Restructuring Officer Innkeepers \) $ Pr T (\) S f- OMNI MANAGEMENT GROUP, LLC www.omnimgt.com HOURLY RATES FOR STANDARD AND CUSTOM SERVICES Senior Consultants Consultants/Project Specialists Programming Clerical Support Quality Assurance PRINTING AND NOTICING SERVICES Copy Document folding and insertion Labels/Envelope Printing E-mail noticing Facsimile noticing Postage Envelopes NEWSPAPER LEGAL NOTICE PUBLISHING Coordinate and Publish Legal Notice CLAIMS MANAGEMENT Inputting proofs of claim Scanning Remote Internet Access for claims management Setup Access Add'l users CREDITOR DATABASE Data Storage INFORMATIONAL WEBSITE Creation, configuration and initial setup Data entry/information updates Programming and customization Debtor Hosting ScanniQg Committee Hosting VIRTUAL DATA ROOMS CALL CENTERS I DEDICATED LINE Creation, configuration and initial setup Hosting Fee Usage Service rates (actual talk and log-entry time CASE DOCKET/CLAIMS REGISTER SOLICITATION AND TABULATION Plan and Disclosure Statement Mailings Ballot Tabulation SCHEDULES/SoFA Preparation and updating of Schedules and SoFAs PRE-PETITION CONSULTING SERVICES (e.g. , preparation of cash flow, analysis of cash management system, evaluation of insurance coverage, assist with payroll, assist procurement and distribution of cahiers checks) Rate Sheet Rates Effective: January 2, 2010 RATE/COST $195.00 - $295.00 per hou $75.00- $125.00 per hou $130.00- $185.00jl_er hou $35.00 - $95.00 per hou $35.00- $75.00 per hou $.1 0 per image $0.05 $.07 each $50.00 per 1,000 $.20/image At cost (Advance payment required for postage charges over $1 0,000) Varies by size Quote prior to publishing $1.50 per claim (These are flat rate charges: no hourly rates are applied to the lllf)Uttlng of claims) $.30/image No charge $250 per month per debtor (3 users $70.00 per add'l user/per month $.07 per creditor per month No charg_e $75- $95 per hou $130 $200 per hou $200 per month $.30/image No charge Quote upon request No charge $5.50 per month $.0825 per minute $75.00 per hou No charge Quoted prior to printing Standard service rates a p p l ~ $65.00-$265.00 per hou Standard service rates a p p l ~ 1 of 2 OMNI MANAGEMENT GROUP, LLC www.omnimgt.com UST REPORTING COMPLIANCE (e.g., assist debtors to meet satisfy jurisdicational requirements, I preparation of monthly operating and post-confirmation reports) LIQUIDATING/DISBURSING AGENT (e.g., comply with Plan requirements, preparation of disbursement reports, payout calculations, check generation, bank reconciliations) MISCELLANEOUS Telephone charges
Archival DVD/CD-Rom 2 of2 Rate Sheet Rates Effective: January 2, 2010 Standard service rates Standard service rates aJ>Ill) At cost At cos $40.00 per