Opinion
Chapter 11 Case No. 02-83984 (SSM), Jointly Administered
September 6, 2002
Upon the motion dated August 11, 2002 (the "Motion"), wherein US Airways Group, Inc. ("Group") and seven of its subsidiaries and affiliates (the "Affiliate Debtors"), debtors and debtors-in-possession in the above-captioned cases (collectively, the "Debtors"), moved this Court for entry of an order, pursuant to sections 105(a) and 331 of the Bankruptcy Code, establishing procedures for interim compensation and reimbursement of expenses of professionals specifically retained by order of this Court; the Court finds that (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. § 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157b2; (iii) the relief requested in the Motion is in the best interests of the Debtors, their estates and their creditors; (iv) proper and adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (v) upon the record herein after due deliberation thereon good and sufficient cause exists for the granting of the relief as set forth herein,
Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to them in the Motion.
The Debtors are the following entities: US Airways Group, Inc., US Airways, Inc., Allegheny Airlines, Inc., PSA Airlines, Inc., Piedmont Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc. and Material Services Company, Inc.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
Certain relief requested in the Motion was granted on August 16, 2002 pursuant to this Court's Administrative Order Pursuant to 11 U.S.C. § 105(a) and 331 Establishing a Joint Fee Review Committee (Docket No. 116).
2. Except as may otherwise be provided in Court orders authorizing the retention of specific professionals, all professionals in these cases may seek interim compensation in accordance with the following procedure:
(1) On or before the last day of each month following the month for which compensation is sought the "Monthly Statement Date", each professional will submit a monthly statement to: (i) the Debtors at US Airways Group, Inc., 2345 Crystal Drive, Arlington, VA 22227 Attn: Michelle V. Bryan; (ii) counsel to the Debtors, Skadden, Arps, Slate, Meagher Flom Illinois, 333 West Wacker Drive, Suite 2100, Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr.); (iii) co-counsel to the Debtors, McGuireWoods LLP, 1750 Tysons Boulevard, Suite 1800, McLean, Virginia 22102 (Attn: Lawrence E. Rifken); (iv) counsel to the Debtors' postpetition lenders, Shearman Sterling, 599 Lexington Avenue, New York, New York 11030 (Attn: Jonathan Linker); (v) counsel to the Committee; and (vi) the United States Trustee. Each such person receiving such a statement will have twenty (20) days after from the last date of the month in which the Monthly Statement Date occurs ssm to review the statement. The twenty (20) day review period for any such statement not timely filed shall run from the Monthly Statement Date following receipt of such a statement.
(2) At the expiration of the twenty 20 day period, the Debtors shall promptly pay ninety eighty-five percent 90% 85% ssm of the fees and one hundred percent 100% of the disbursements identified in each monthly statement, except such fees or disbursements as to which an objection has been served as provided in paragraph c below. Any professional who fails to submit a monthly statement shall be ineligible to receive further payment of fees and expenses as provided herein until such time as the monthly statement is submitted. The first statements shall be submitted and served by each of the professionals by September 30, 2002 and shall cover the period from the commencement of this case through August 31, 2002;
(3) In the event that any of the Debtors, the United States Trustee, the Debtors' postpetition lenders or the Committee has an objection to the compensation or reimbursement sought in a particular statement, such party shall, within twenty 20 days of the Monthly Statement Date, serve upon the respective professional and the other persons designated to receive monthly statements, a written "Notice of Objection to Fee Statement" setting forth the precise nature of the objection and the amount at issue. Thereafter, the objecting party and the Professional whose statement is objected to shall attempt to reach an agreement regarding the correct payment to be made. If the parties are unable to reach an agreement on the objection within twenty 20 days after receipt of such objection, the objecting party shall within three (3) business days file its objection with the Court and serve such objection on the respective professional and the other parties designated to receive monthly statements listed above and the Court shall consider and dispose of the objection at the next Omnibus Hearing Date (consistent with the procedures adopted by this Court pursuant to the Debtors' Motion for an Order Pursuant to 11 U.S.C. § 102 and 105, Bankruptcy Rules 2002m and 9007, and Local Bankruptcy Rules 2002-1 and 9013-1 Establishing Omnibus Hearing Dates and Certain Notice, Case Management and Administrative Procedures). In the event that the objecting party fails to timely file its objection with the Court, the Debtor shall promptly pay ninety percent 90% eighty-five percent 85% ssm of the fees and one hundred percent (100%) of the disbursements requested in the previously disputed statement and the objecting party shall be deemed to have waived its right to object. In addition, the Debtors will be required to pay promptly those fees and disbursements that are not the subject of a Notice of Objection to Fee Statement without further action of the Court.
(4) Approximately every four 4 months, each of the Professionals shall file with the Court and serve on the parties designated to receive monthly statements, on or before the 45th day following the last day of the compensation period for which compensation is sought, an application for interim Court approval and allowance, pursuant to section 331 of the Bankruptcy Code, of the compensation and reimbursement of expenses requested for the prior four 4 months. The first such application shall be filed on or before January 16, 2003 and shall cover the period from the commencement of these cases through November 30, 2002. Any professional who fails to file an application when due shall be ineligible to receive further interim payments of fees or expenses as provided herein until such time as the application is submitted.
(5) The pendency of an application or a court order for payment of compensation or reimbursement of expenses, and the pendency of any Notice of Objection to Fee Statement or other objection, shall not disqualify a Professional from the future payment of compensation or reimbursement of expenses as set forth above. Neither the payment of, nor the failure to pay, in whole or in part, monthly interim compensation and reimbursement as provided herein shall bind any party-in-interest or this Court with respect to the allowance of applications for compensation and reimbursement of Professionals.
(6) Each member of the Committee in this case shall be permitted to submit statements of expenses and supporting vouchers to counsel for the Committee who shall collect and submit such requests for reimbursement in accordance with the foregoing procedure for monthly and interim compensation and reimbursement of Professionals.