IN THE UNITED STATES BANKRUPTCY COURTlopucki.law.ucla.edu/Professional_Fees/Fee applications and orders... · REAL ESTATE BROKER, FOR ALLOWANCE AND PAYMENT OF COMPENSATION FILED UNDER

Hearing Date and Time: September 2, 2003 at 9:00 a.m.Objection Deadline: August 28, 2003 at 4:00 p.m.

ARNOLD & PORTER399 Park AvenueNew York, New York 10022(212) 715-1000Anthony Boccanfuso (AB 5403)

ARNOLD & PORTER555 Twelfth Street, NWWashington, DC 20004202-942-5000Michael L. Bernstein

Attorneys for Spaulding and Slye, LLC

IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF NEW YORK

xIn re: ) Chapter 11

)WORLDCOM, INC., et al., ) Case Nos. 02-13533 (AJG)

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Debtors ) (Jointly Administered))x

NOTICE OF FINAL FEE APPLICATION OF SPAULDING AND SLYE, LLC,REAL ESTATE BROKER, FOR ALLOWANCE AND PAYMENT

OF COMPENSATION FILED UNDER 11 U.S.C. § 330

PLEASE TAKE NOTICE that a hearing will be heard before the Honorable

Arthur J. Gonzalez, United States Bankruptcy Judge, in Room 523 of the United States

Bankruptcy Court, Alexander Hamilton Custom House, One Bowling Green, New York,

New York on September 2nd, 2003 at 9:00 a.m. (the “Hearing”), or as soon thereafter as

counsel may be heard to consider the Application of Spaulding and Slye, LLC, Real

Estate Broker, for Allowance and Payment of Compensation Filed Under 11 U.S.C. §

330 (the “Application”).

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PLEASE TAKE FURTHER NOTICE that responses or objections to the

Application, if any, must be in writing, shall conform to the Federal Rules of Bankruptcy

Procedure and the Local Rules of the Bankruptcy Court, and should be filed with the

Bankruptcy Court electronically in accordance with General Order M-242 (General Order

M-242 and the User’s Manual for the Electronic Case Filing System can be found at

www.nysb.uscourts.gov) by registered users of the Bankruptcy Court’s case filing system

and, by all other parties in interest, on a 3.5 inch disk, preferably in Portable Document

Format (PDF), WordPerfect or any other Windows-based word processing format (with a

hard-copy delivered directly to Chambers), and shall be served in accordance with

General Order M-242 upon (i) the Debtors, 1133 19th Street, Washington, D.C. 20036,

Attention: Michael Salsbury, Esq., General Counsel; (ii) Weil, Gotshal & Manges LLP,

767 Fifth Avenue, New York, New York 10153, Attention: Jessica L. Fink, Esq.,

attorneys for the Debtors; (iii) the Office of the United States Trustee for the Southern

District of new York, 33 Whitehall Street, 21st floor, New York, New York 10004,

Attention: Mary Elizabeth Tom, Esq.; (iv) Akin Gump Strauss Hauer & Feld, LLP, 590

Madison Avenue, New York, New York 10022, Attention: Daniel Golden Esq., attorneys

for the statutory committee of creditors; (v) Kirkpatrick & Lockhart LLP, 1800

Massachusetts Avenue, Washington, DC 20036, Attention: Richard Thornburgh, Esq.,

attorneys for the examiner; (vi) Shearman & Sterling, 599 Lexington Avenue, New York,

New York 10022, Attention: Douglas Bartner, Esq. and Marc B. Hankin, Esq., attorneys

for the Debtors’ postpetition lenders; and (vii) Arnold & Porter, 555 Twelfth Street, NW,

Washington, DC 20004, Attention: Michael L. Bernstein Esq.; (viii) Spaulding and Slye,

LLC, 1717 Pennsylvania Avenue, NW, Suite 100, Washington DC 20006, Attention:

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Scott Johnson, the Applicant, and shall be filed with the Clerk of the United States

Bankruptcy Court for the Southern District of New York, in each case so as to be

received no later than August 28th, 2003 at 4:00 p.m. (Eastern Time).

Dated: New York, New YorkAugust 12, 2003

ARNOLD & PORTER

By:/s/ Anthony Boccanfuso Anthony Boccanfuso (AB 5403)Arnold & Porter399 Park AvenueNew York, NY 10022-4690(212) 715-1000

Michael L. BernsteinArnold & Porter555 Twelfth Street, N.W.Washington, D.C. 20004(202) 942-5000









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SUMMARY COVER SHEET FOR FINAL FEE APPLICATION OF SPAULDINGAND SLYE, LLC, REAL ESTATE BROKER, FOR ALLOWANCE AND

PAYMENT OF COMPENSATION FILED UNDER 11 U.S.C. § 330

Name of Applicant: Spaulding and Slye, LLC

Authorized to ProvideProfessional Services to: Debtors

Period for which compensation issought: October 8, 2002 to present

Amount of Compensation soughtas actual, reasonable and necessary: $ 2,167,840.78








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FINAL FEE APPLICATION OF SPAULDING AND SLYE, LLC, REALESTATE BROKER, FOR ALLOWANCE AND PAYMENT OF

COMPENSATION FILED UNDER 11 U.S.C. § 330

TO THE HONORABLE ARTHUR J. GONZALEZ,UNITED STATES BANKRUPTCY JUDGE:

Spaulding and Slye LLC (“S&S”), real estate broker for the Debtors, hereby

makes this application (the “Application”) pursuant to section 330 of title 11 of the

United States Code (the “Bankruptcy Code”) and Federal Rules of Procedure 2016 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for the allowance and

payment of compensation for professional brokerage services performed by S&S in the

aggregate amount of $2,167,840.78.

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BACKGROUND

1. On July 21, 2002 (the “Commencement Date”) and November 8, 2002,

WorldCom, Inc. and certain of its direct and indirect subsidiaries commenced cases under

Chapter 11 of the Bankruptcy Code. By Orders dated July 22, 2002 and November 12,

2002, the Debtors’ chapter 11 cases have been consolidated for procedural purposes only

and are being jointly administered. Pursuant to Sections 1107(a) and 1108 of the

Bankruptcy Code, the Debtors have been continuing in the management and operation of

their businesses, properties, and assets as debtors-in-possession. On July 29, 2002, the

United States Trustee for the Southern District of New York (the “U.S. Trustee”)

appointed the statutory committee of unsecured creditors (the “Committee”).

2. The Debtors previously owned an office complex known as “Pentagon City,”

located at 601/701 South 12th Street, Arlington, Virginia (the “Property”). The Property

comprises approximately 540,000 rentable square feet. To maximize value for their

estates, the Debtors pursued a lease of the Property to the federal government or a

government agency (the “Government”). S&S worked with the Debtors as the exclusive

broker for the leasing of the Property to the Government, and as a result of these efforts,

succeeded in winning the award of the Government lease. In December 2002, the

Debtors entered into the lease of the Property with the Government. S&S has continued

to work with the Debtors to assist Debtors with meeting their obligations under this lease.

3. In an agreement by and between the Debtors and S&S, dated as of October 8,

2002 (the “Agreement”), Debtors agreed to compensate S&S for professional services

rendered. The Agreement, a copy of which is attached hereto as Exhibit A, provides that

ten percent (10%) of S&S’s commission was due upon valid execution and delivery by

all parties of a lease for the Property and any lease related documents and the remaining

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ninety percent (90%) of S&S’s commission is due upon the earlier of (i) the sale of the

Property to a third party or (ii) October 15, 2003.

4. On February 11, 2003 the Debtors filed an application requesting

authorization from this Court to employ and retain S&S as a real estate broker in

connection with the Property. On March 26, 2003, this Court entered an order, a copy of

which is attached hereto as Exhibit B, granting the Application and authorizing the

Debtors to employ S&S on the terms set for the in the Agreement (the “Order”). The

Order authorized the Debtors to pay S&S 10% of its total commission, $240,871.20, in

accordance with the Agreement, without the necessity of filing a fee application, since

that 10% had already become due under the terms of the Agreement by the time the

Order was entered. Debtors paid this amount to S&S on or about May, 2003. The Order

further states that S&S shall file a final fee application in connection with the remaining

90% of the commission, but that “S&S is not required to keep detailed time records, but,

rather, shall describe in such final fee application the property leased, the lease price, and

set forth the amount of commission and the expenses that S&S requests, as well as a

detailed description of its efforts in procuring the lease.” (Order at 3).

5. On May 30, 2003, the Debtors filed with the Court a motion (the “Sale

Motion”) for entry of an order, among other things, (A) establishing sale procedures for

the Debtors’ proposed auction of the Property, and (B) approving the terms and

conditions of the Real Estate Purchase Contract for the sale of the Assets to Jamestown

TSA, L.P., subject to higher and better offers.

6. On June 17, 2003, the Court entered an order approving procedures for the

Debtors’ proposed auction of the Assets (the “Sale Procedures Order”). In accordance

with the Sale Procedures Order, competing offers for the Assets were considered and an

auction was conducted by the Debtors’ representatives on July 23, 2003.

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7. Following the conclusion of the auction, and after consultation with their

representatives and representative of the official committee of unsecured creditors (the

“Creditors’ Committee”), the Debtors determined that the offer received from

Commercial Net Lease Realty, Inc. (the “Final Auction Offer”) is the highest and best

offer for the Assets. The Final Auction Offer consists of a sale price of $142,800,000 (as

announced on the record of the auction) on the terms and conditions set forth in the Real

Estate Purchase Contract, dated as of July 23, 2003. The sale closed, as scheduled, on

August 1, 2003.

Jurisdiction

8. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§

157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157 (b). Venue is

proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Relief Requested

9. By this Application, S&S seeks entry of an order authorizing and directing the

Debtors to pay S&S the remaining compensation it is owed in accordance with the

Agreement. Thus, S&S seeks allowance of $2,167,840.78, which is 90% of its

commission in connection with the lease of the Property to the Government. In

accordance with the Agreement and the Order, this amount should be paid upon the

earlier of (i) the sale of the Property to a third party or (ii) October 15, 2003.

Summary Description of Services Rendered

10. S&S prepared this Application in accordance with the Order, the Amended

Guidelines for Fees and Disbursements for Professionals in the Southern District of New

York Bankruptcy Cases adopted by the Court on April 19, 1995 (the “Local Guidelines”)

and the United States Trustee Guidelines for Reviewing Applications for Compensation

and Reimbursement of Expenses filed Under 11 U.S.C. § 330, adopted on January 30,

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1996 (the “UST Guidelines”). Pursuant to the Local Guidelines, a certification regarding

compliance with the same is attached hereto as Exhibit C.

11. In accordance with the Order, S&S submits the following information:

a. Description of the Property leased: the office complex known as“Pentagon City,” located at 601/701 South 12th Street, Arlington, Virginia. The Propertycomprises approximately 540,000 rentable square feet or 492,000 occupiable square feet.

b. Lease price: $33.90 per rentable square foot or $37.25 per occupiablesquare foot.

c. Amount of commission S&S requests: The total commission S&S isowed under the Agreement is $2,408,711.98. S&S was paid 10% of that total amount($240,870.20) and is currently seeking the remaining 90%, which is $2,167,840.78.

d. Description of S&S’s efforts undertaken to procure the lease:

The following is a chronological description of the major components of S&S’sefforts to procure the lease, and to assist the Debtor in connection therewith. While thisdescription obviously does not list every discrete task performed by S&S, it demonstratesthat S&S provided very substantial services, over a sustained period of time, and withresults that conferred a material benefit upon the estate.

September 9, 2002 – An advertisement appeared in The Washington Post regarding theUnited States Government’s desire for Expressions of Interest for the TransportationSecurity Administration’s (“TSA”) requirement for 450,000 – 550,000 square feet ofoffice space.

September 13, 2002 – MCI WORLDCOMM Network Services, Inc. (“MCI”) filed amotion to sell the Property to Tishman Speyer Properties and put the buildings up forauction subject to that contract.

September 19, 2002 – S&S met with Mitch Kahn of Hilco Real Estate to present thequalifications of S&S to pursue the TSA requirement as well as the merits of pursuing therequirement.

September 23, 2002 – S&S, Mitch Kahn, Jason Frame of Alix Partners and John Dubel,acting CFO of MCI met to discuss the possible terms of an engagement to pursue theTSA requirement. Upon completion of the meeting a verbal agreement wasconsummated, and it was agreed that S&S would be retained as an at-risk contractor,subject to a review of competitiveness performed by MCI and its representatives.

October 7, 2002 – A revised advertisement for the TSA requirement was published inThe Washington Post requesting an Expression of Interest by October 11, 2002.

October 8, 2002 – MCI agreed to retain S&S to pursue the TSA requirement on its behalfas outlined in the Agreement, dated October 8, 2002, subject to the approval of S&S’s

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retention by the Bankruptcy Court. S&S participated in a conference call with TSA’srepresentative regarding the process and what could be anticipated as it related to theoverall process and timing of events given TSA desired to award the contract to asuccessful offeror by the end of the year.

October 9, 2002 – S&S undertook a detailed inquiry to determine whether they had anyconflicts of interest with the Debtors’ creditors and other parties in interest. Additionally,S&S met with MCI’s representatives to discuss the strategy that would be required for theresponse to the TSA’s Solicitation for Offers (“SFO”). To that end, S&S supplied MCIwith a list of potential candidates for each of the disciplines discussed – architects,attorneys, property managers and contractors.

October 10, 2002 – S&S participated in a conference call with TSA’s representativeregarding the question of ownership in light of MCI’s bankruptcy. There was a concernon the part of TSA’s representatives that there would be a problem entering into a lease inthe allotted timeframe and they wanted clarification as to the status of the Property.Additionally, S&S drafted the necessary Expression of Interest on behalf of MCI. Therewere numerous conference calls pertaining to the legal aspects of the letter that werenecessary as a result of MCI’s bankruptcy.

October 11, 2002 – S&S drafted the final Expression of Interest for submission to TSA’srepresentatives.

October 12 – October 17, 2002 – S&S performed a market survey to establish thepotential competitors under the TSA procurement. This survey covered the entiredelineated area, which included Washington, DC’s entire business district and portions ofNorthern Virginia. Additionally, it was necessary to determine what the lease termcomparables were for similar transactions in size and scope – again for the entiredelineated area. Daily meetings and/or conference calls were attended by all teammembers to understand what responsibilities would be given to each team member aswell as information that would likely be expected to be supplied once the SFO wasreleased.

October 17, 2002 – The SFO was released and S&S was responsible for dissecting thedocument to determine what was required to have a fully responsive offer. S&S also hadto determine the division of labor as it related to information that was needed to outlinethe qualifications of the team members and the Property. It was necessary to understandthe unique requirements that TSA had inserted into the SFO as well as what potentialstrategies, if any, that had been discussed would be applicable. There was a criticaltimeline as the initial offer was due October 29, 2002.

October 18, 2002 – The creditors’ committee legal counsel requested a conferencecall/meeting to discuss initial reactions to the SFO and how the bankruptcy might impactwhat was being requested. S&S was responsible for explaining what the process wouldbe from this point going forward and answering a variety of questions as they related tothe document.

October 19 – October 28, 2002 – S&S was responsible for ensuring that all teammembers completed their respective assignments for the response to the SFO. During

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this time it was necessary to determine the proper strategy to proceed with and alsooutline for MCI the financial ramifications of the transaction. S&S performed a detailedanalysis of the financial impact going forward if MCI were awarded the procurement.This analysis illustrated sensitivity on rental rate possibilities and what the impact onvalue would be as well as when MCI could expect to distribute monies related to thesuccessful award. S&S was responsible for the entire production of the response to theSFO and making sure that the information from various sources flowed and made sense.

Additionally, during this time period it was incumbent upon S&S to meet with all of theteam members on numerous occasions to compile all of the required information that wasrequested by TSA in the SFO. As a result of these meetings, S&S was constantlymeeting and having phone conversations with MCI and its representatives to update themon the team members progress as well as the production schedule. S&S and MCIcontinually had discussions over the economics of the transaction and offeringrecommendations as to what S&S believed would be successful.

Lastly, the SFO invoked numerous questions of interpretation, issues that could not beaccomplished as a result of the bankruptcy and certain procedural difficulties. Themajority of these questions were answered by TSA; however, there were many that stillrequired interpretation. S&S gave its professional advice as to the impact of submitting aresponse to the SFO in the absence of certain information and confirmed other questionsfrom TSA.

October 29, 2002 – S&S received word that the initial offer would not be due untilOctober 31, 2002. This allowed the team to further confirm the outstanding issues thatexisted.

October 31, 2002 – S&S submitted the initial offer to TSA.

November 1 – November 13, 2002 – S&S and the team continued to refine additionalinformation that was not covered completely in the initial offer due to the time constraintsplaced on offerors by the TSA’s schedule. S&S also continued to address certain issues,including, but not limited to, legal concerns, square footage calculations, the authority ofTSA (given that it was a new government entity), providing assurances and informationto the Creditors’ Committee, refinement of the economics and assessing the market tohave a better understanding of potential competitors was undertaken.

November 14, 2002 – S&S, along with MCI and its representatives attended a meetingwith TSA and its representatives to discuss the initial offer in depth and understand anyissues that TSA had with MCI’s compliance. Many issues were discussed andnegotiated. On many of these issues, S&S was able to prevail in MCI’s favor as a resultof S&S’s intimate knowledge of the governmental process and the SFO document. Itwas determined by TSA that the MCI proposal had fallen in the competitive range andthat MCI qualified to receive a request for final offers.

November 15, 2002 – A conference call was held to debrief all team members regardingthe meeting with TSA. Action items were assigned to each team member in anticipationof the request for final offers by TSA. Additional strategies were discussed to address the

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issues that TSA had with the initial offer and how to best position the Property for asuccessful lease to the TSA.

November 20, 2002 – S&S received the request for final offers as well as an updatedSFO that incorporated changes that had been negotiated with TSA by our team as well asother offerors. This required S&S to review and comment on the new SFO to determinewhat impact any of the additional changes might have on MCI’s offer. It was necessaryto accomplish this task quickly, as the final offer was due on November 27, 2002.Amendment #3 arrived with clarifications to the questions that had been posed to TSA asa result of the revised SFO. After receipt of the Amendment, S&S immediately beganthe process of discerning how the language would impact MCI. S&S contacted TSA andits representatives to request an extension, as it would require time to respond properly tothe information provided. S&S submitted further clarifications to the revisions as therewere still issues that MCI’s legal counsel had as it related to the bankruptcy.

November 21, 2002 – A conference call was conducted to allow S&S to debrief the teamon the impact of the changes that were made to the SFO. This led to the generation ofanother list of questions and clarifications that would need to be answered by TSA toensure that the MCI offer was not deemed to be non-responsive and thus eliminating theProperty from consideration. Additionally, calls were placed to the TSA representativesto gather more intelligence as to some of the clarifications that were being requested byour team. Lastly, it was decided that MCI would proceed with gaining court approval tomove forward with the lease to the TSA in the event of a successful outcome.

Amendment #4 was received which granted an extension of time to submit the offer toTSA until November 29, 2002. After review of the document, it was determined thatmuch of the language still needed to be altered to satisfy MCI’s legal concerns. S&Sworked with MCI and its legal counsel in drafting language that S&S believed would beacceptable to TSA. This language was then submitted to TSA for approval andincorporation. Amendment #5 was incorporating some of the language that had beenproposed, but still containing certain unacceptable clauses. Again S&S worked with MCIand its legal counsel to provide alternative language to TSA that would resolve theseissues.

November 25, 2002 –Amendment #6 was received with changes that satisfied MCI’slegal counsel and allowed S&S to finalize the final offer. There were numerousconference calls with MCI and its representatives to derive the best possible structure ofthe deal to be proposed to TSA. Ultimately, a final rent and deal structure was greedupon by the team and the Best and Final Offer was completed.

November 29, 2002 – The Best and Final Offer was submitted to TSA at 10:00 AM.

December 4, 2002 – S&S received a phone call from the contracting officer from TSArequesting clarifications to our offer. It was not established that MCI was the successfulofferor, but they required additional information to further understand our proposal.S&S, MCI and various team members met via conference call and established a responsethat was submitted via e-mail to TSA.

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December 9, 2002 – Additional clarifications were requested by TSA as they werecompleting their review of the proposals. S&S met with the team to explain theclarifications that were being requested and the reasonableness thereof. There was muchdiscussion over the ramifications of the clarifications that were requested. As such, MCIneeded time to decide on what the response to the clarifications would be.

December 11, 2002 – S&S submitted to TSA, via e-mail, confirmation of theclarifications with some slight modifications that MCI believed were important tointegrate into the eventual lease if they were ultimately successful bidder. TSA submitteda response and after review and discussion, MCI submitted its response that was agreedupon by TSA. S&S provided advice to MCI throughout this process. S&S picked up thefinal lease documents and delivered them to MCI for signature. After review minoralterations were made and the lease was ultimately signed incorporating such alterations.

December 12, 2002 – S&S delivered to TSA executed lease documents for counter-signature.

December 12, 2002 – January 3, 2003 – S&S began the first phase of its efforts postaward. This involved setting up a meeting with all the parties involved – TSA, generalcontractor, architect, property manger, MCI, and assorted other TSA contractors. Thiswas done to accomplish the immediate actions that needed to occur to meet TSA’s goalof moving into approximately 50,000 square feet by January 3, 2003. There werenumerous meetings held to coordinate this task. Additionally, there were items withinthe lease that needed further clarification as TSA moved the lease through its approvalprocess. S&S was integral in advising not only MCI, but also TSA, in possibleapproaches to solving potential obstacles.

January 3, 2003 – TSA successfully moved into its first phase of space on time.

January 6, 2003 – S&S received a fully executed lease from TSA.

January 6, 2003 – Present – S&S has continued to provide MCI with support as it relatesto the lease of the Property to TSA. Over the course of the past six months, S&S hasattended numerous meetings and been party to many conference calls to interpret thelease document, answer questions and provide advice as to approaching certainsituations. S&S has drafted and ushered through the process 14 Supplemental LeaseAgreements (“SLA”) that have further clarified and resolved interpretation issues.

S&S has also been a resource for MCI in its search for a buyer of the Property. This hasinvolved generation of hypothetical rent start analyses, interpretation of the document toanswer potential buyers’ questions, operating expense and real estate tax analysis.

Final Compensation is Warranted

12. S&S submits that the brokerage services it has rendered conferred significant

benefits upon the Debtors and their estates, and should be allowed in accordance with the

terms of the Agreement and the Order. Section 330 of the Bankruptcy Code authorizes

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compensation for services rendered for professionals retained under Sections 327 or 1103

of the Bankruptcy Code.

13. Pursuant to Section 330, the Court may award “reasonable compensation for

actual, necessary services rendered by . . . [a] professional person, or attorney and by any

paraprofessional person employed by such person.” 11 U.S.C. § 330(a). Section 330

also sets forth specific factors for a court to consider when determining the

reasonableness of compensation:

In determining the amount of reasonable compensation tobe awarded, the court shall consider the nature, the extent,and the value of such services, taking into account allrelevant factors, including -

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to theadministration of, or beneficial at the time atwhich the service was rendered toward thecompletion of, a case under this title;

(D) whether the services were performed withina reasonable amount of time commensuratewith the complexity, importance, and natureof the problem, issue, or task addressed; and

(E) whether the compensation is reasonablebased on the customary compensationcharged by comparably skilled practitionersin cases other than cases under this title.

11 U.S.C. § 330(a)(3).

14. S&S submits that the services for which it seeks compensation, in the form

of a commission, were necessary for and beneficial to the interests of the Debtors’

rehabilitation and reorganization efforts. For example, at least in part because of the

lease tot he TSA, which S&S played an important role in securing, the sale price for the

Property increased approximately $40 million.

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15. S&S further submits that, in light of the nature, extent, and value of such

services to the Debtors, the commission requested herein is reasonable. S&S provided

diligent and effective representation of the Debtors in connection with their leasing of the

Property and, as a result of S&S’s efforts, substantial value was generated for the benefit

of the Debtors and their estates.

16. S&S submits that the commission requested herein is fair and reasonable in

accordance with the factors set forth in Section 330 of the Bankruptcy Code taking into

account (a) the time expended, (b) the nature and extent of the services rendered, (c) the

value of such services, and (d) the costs of comparable services other than in a case under

this title. The compensation being sought by S&S is that which was specified in the

Agreement, which was approved by this Court in the Order

17. This Application includes citations to the applicable authorities and does not

raise any novel issues of law. Accordingly, S&S respectfully requests that the Court

waive the requirement contained in Rule 9013-1(b) of the Local Bankruptcy Rules for the

Southern District of New York that a separate memorandum of law be submitted.

18. No previous motion for the relief sought herein has been made to this or any

other court.

19. For the foregoing reasons, S&S submits that an allowance of the commission

it seeks in this Application is appropriate under the prevailing legal standard.

WHEREFORE, S&S respectfully requests that the Court grant and allow S&S

final compensation in the amount of $2,167,840.78, which represents the 90% of its total

commission in connection with the lease of the Property to the Government that has not

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already been paid, with such amount to be paid by the Debtors upon the earlier of (i) the

sale of the Property to a third party or (ii) October 15, 2003.

Respectfully submitted,

ARNOLD & PORTER

By:/s/ Anthony Boccanfuso Anthony Boccanfuso (AB 5403)399 Park AvenueNew York, NY 10022-4690(212) 715-1000

Michael L. Bernstein555 Twelfth Street, N.W.Washington, D.C. 20004(202) 942-5000


Dated: August 12, 2003

EXHIBIT C


ARNOLD & PORTER555 Twelfth Street, N.W.Washington, DC 20004(202) 942-5000Michael L. Bernstein





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CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTSFOR PROFESSIONALS WITH RESPECT TO FINAL FEE APPLICATION

OF SPAULDING AND SLYE, LLC FOR COMPENSATION

I, Scott Johnston, hereby certify that:

1. I am a Vice President with the applicant, Spaulding and Slye, LLC

(“S&S”), with responsibility for S&S’s compliance with the applicable rules and

guidelines for the submission of professional fee applications.

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2. This certification is made in respect of S&S’s application, dated July 12,

2003 (the “Application”), for final compensation for the period October 8, 2002 to the

present date (the “Compensation Period”).

3. With respect of Section B.1 of the Amended Guidelines for Fees and

Disbursements for Professionals in Southern District of New York Bankruptcy Cases

adopted by the Court on April 19, 1995 (the “Local Guidelines”), I certify that:

a. I have read the Application;

b. to the best of my knowledge, information, and beliefformed after reasonable inquiry, the fees fall within theLocal Guidelines;

c. the fees sought are billed at rates in accordance withpractices customarily employed by S&S and generallyaccepted by S&S’s clients; and

d. in providing a reimbursable service, S&S does not make aprofit on that service, whether the service is performed byS&S in-house or through a third party.

4. In respect of section B.3 of the Local Guidelines, I certify that counsel for

the Debtors and the Trustee are being provided with a copy of the Application.

Dated: New York, New YorkAugust 12, 2003

/s/ Scott JohnstonScott Johnston

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK



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ORDER GRANTING THE FINAL FEE APPLICATION OF SPAULDING ANDSLYE, LLC, REAL ESTATE BROKER, FOR ALLOWANCE AND PAYMENT

OF COMPENSATION FILED UNDER 11 U.S.C. § 330

Upon consideration of the Final Fee Application of Spaulding and Slye, LLC,

Real Estate Broker, for Allowance and Payment of Compensation Filed Under 11 U.S.C.

§ 330 (the “Application”) for professional services rendered to the Debtors; and a hearing

having been held before this Court to consider the Application on September 2, 2003; and

proper notice of the Application having been given pursuant to Federal Rules of

Bankruptcy Procedure 2002(a)(6) and (c)(2); and due consideration having been given to

any responses thereto; and good and sufficient cause having been shown therefor, it is

hereby;

ORDERED that the Application is granted; and it is further

ORDERED that Spaulding and Slye, LLC, is allowed a total commission in the

amount of $2,408,711.98 for professional brokerage services rendered, ten percent of

which has previously been paid and the other ninety percent of which (totaling

$2,167,840.78) shall be paid by the Debtors upon the earlier of (i) the sale of the office

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complex known as “Pentagon City,” located at 601/701 South 12th Street, Arlington,

Virginia (from the proceeds of that sale) or (ii) October 15, 2003.

Dated: ________________, 2003

The Honorable Arthur J. GonzalezUnited States Bankruptcy Judge

Documents

IN THE UNITED STATES BANKRUPTCY COURTlopucki.law.ucla.edu/Professional_Fees/Fee applications and orders... · REAL ESTATE BROKER, FOR ALLOWANCE AND PAYMENT OF COMPENSATION FILED UNDER