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MCINNES COOPER 5HT FLOOR 10 FORT WILLIAM PLACE ST. JOHNS, NL CANADA, A1C 5X4 (709) 722 8735 J DAVID EATON Q.C.

HEARING DATE: OCTOBER 17, 2012 HEARING TIME: 10:00 A.M.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

FIRST INTERIM APPLICATION OF MCINNES COOPER, SPECIAL COUNSEL TO THE DEBTORS FOR INTERIM ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM 29 APRIL, 2011 THROUGH 31 JULY, 2012

TO:

THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE McInnes Cooper (McInnes), special counsel to The Christian Brothers Institute

(CBI) and The Christian Brothers of Ireland, Inc. (CBOI), debtors and debtors-in-possession (the Debtors), respectfully submit this application (the First Interim Application), in accordance with sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and the Order Pursuant to 105(a), 330 and 331 Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals, dated 22 August, 2011 (the Compensation Order), for allowance of interim compensation for professional services rendered in the amount of CAD$62,670.75 (less payments received pursuant to the monthly fee

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order CAD$44,139.32) and reimbursement of actual, reasonable, and necessary out-of pocket expenses incurred in the amount of CAD$139.08 (less payments received pursuant to the monthly fee order of CAD $135.72) and taxes in the amount of CAD$7,483.64 (less payments received pursuant to the monthly fee order in the amount of CAD $5809.75) during the period beginning April 28, 2011 through and including July 31, 2012 (the Interim Fee Period), and in support thereof, respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to hear and determine the First Interim Application

pursuant to 28 U.S.C. 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief sought herein are sections 330(a) and 331 of the Bankruptcy Code. Pursuant to the Guidelines for Fees and Disbursements for

Professionals in Southern District of New York Bankruptcy Cases adopted by the Court on June 24, 1991 and amended April 21, 1995 (the Local Guidelines), a certification regarding compliance with the Local Guidelines is attached hereto as Exhibit A. GENERAL BACKGROUND 2. On April 28, 2011 (the Petition Date), CBI and CBOI (the Debtors) filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are operating their business and managing their properties as debtors in possession. 3. On May 11, 2011, the United States Trustee for the Southern District of New

York (the U.S. Trustee) appointed the statutory committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Creditors Committee). RETENTION OF MCINNES 4. On 9 August, 2011 the Debtors, pursuant to sections 327(e) and 328(a) of title 11

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of the Bankruptcy Code, filed its application for the authorization to employ and retain, nunc pro tunc to 29 April, 2011 (the Engagement Date) McInnes as special counsel (the Debtors Application). 5. On 22 August, 2011, this Court entered the Order pursuant to sections 327(e) and

328(a) of the Bankruptcy Code authorizing the Employment and Retention of McInnes as Special Counsel, nunc pro tunc to the Engagement Date (the Retention Order). 6. The Retention Order, as specified in the Debtors Application, authorizes

McInnes to represent the Debtors as Canadian Litigation Counsel. 7. On 2 August, 2011, this Court entered an Order Pursuant to Sections 105(a) and

330 and 331 of the Bankruptcy Code establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals (the Compensation Order). 8. The Compensation Order established a procedure for, inter alia, the payment of

interim fees and expenses to professionals employed by the Debtors on a monthly basis. McInnes, on a monthly basis, has been preparing and serving fee statements in accordance with the Compensation Order1. MONTHLY FEE STATEMENTS AND QUARTERLY APPLICATIONS 9. This Application is McInness first interim fee application and seeks payment of

interim compensation and reimbursement of expenses for services rendered to the debtors in amounts that have been invoiced to the Debtors for the period of 29 April, 2011 to 31 July, 2012. 10. McInnes seeks allowance of interim compensation for professional services

rendered to the Debtors during the Interim Fee Period in the amount of CAD$62,670.75 plus reasonable out-of-pocket expenses in the amount of CAD$139.08, plus Harmonized Sales Tax
1

Pursuant to the Compensation Order, if no timely objections to McInness monthly fee statements are filed, McInnes is paid 80% of its fees and 100% of its expenses.

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(HST) in the amount of CAD$7,483.64. During the Interim Fee Period, McInnes professionals and paraprofessionals expended a total of 211.45 hours for which compensation is requested. All amounts referred to in this Application are in Canadian dollars. 11. For the period of 29 April, 2011 through 31 July, 2012, McInnes submitted

monthly statements (the Monthly Fee Statements) (except where fees and expenses did not exceed $1,000.00 in which case the statement was held until the following month). Through the Monthly Fee Statements McInnes has requested interim fee compensation of the amount of CAD$62,670.75, and expenses incurred in the total amount of CAD$139.08. In addition, taxes on fees and expenses in the amount of CAD$7,483.64 were billed and remitted to government. 12. There is no agreement or understanding between McInnes and any other person

for sharing of compensation to be received for services rendered in these cases. 13. McInness fees in these cases are billed in accordance with its existing billing

rates and procedures. The rates McInnes charges for the services rendered by its professionals and paraprofessionals in these chapter 11 cases are the same rates McInnes charges for professional and paraprofessional services rendered in comparable non-bankruptcy matters. Such fees are reasonable based on the customary compensation charged by comparably skilled practitioners in comparable non-bankruptcy cases in a competitive legal market. 14. Attached as Exhibit B are copies of all of the Monthly Statements submitted by

McInnes from 29 April, 2011 through 31 July, 2012. Each Monthly Statement sets forth the number of hours expended by each attorney and paraprofessional of McInnes who rendered services to the Debtors and their respective hourly rates. Four Barristers/ Solicitors have worked on these matters. John Stringer Q.C. was first admitted to practice in the Province of Nova Scotia Canada, in 1978. J David B Eaton Q.C. was first admitted to practice in the Province of Newfoundland & Labrador in 1980. Ben Durnford was first admitted to practice in the Province

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of Nova Scotia Canada in 2001. Joseph McNally was first admitted to practice in the Province of Nova Scotia in 2008. Vanessa Northcott is an articled clerk who will be admitted to practice in Newfoundland & Labrador in 2013. Kimberly White is a paralegal. 15. McInnes maintains contemporaneously created computerized records of the time

spent by all McInnes attorneys and paraprofessionals in connections with the representation of the Debtors in these cases. The Monthly Statements specify the expenses for which McInnes is seeking reimbursement. SUMMARY OF SERVICES RENDERED DURING THE INTERIM FEE PERIOD 16. As reflected in Exhibit B, during the Interim Fee Period, McInnes attorneys and

paraprofessionals performed services including: (a) Communicating with Debtors counsel regarding Newfoundland & Labrador cases; (b) Providing advice with respect to the affect of the United States Bankruptcy Proceedings in Canada and the need for formal proceedings in Newfoundland & Labrador to have United States Bankruptcy Proceedings recognized in Canada under the Bankruptcy and Insolvency Act (BIA) or the Companies Creditors Arrangements Act (CCAA); (c) Attending case management conferences related to on-going actions in the Supreme Court of Newfoundland & Labrador and communications with other counsel and expert witness who had prepared reports and were scheduled to give evidence at the trial of Newfoundland cases; (d) Researching prior discovery and document productions; (e) Assisting with preparing reports for this Bankruptcy proceeding; (f) Assembling and providing pleadings to Debtors counsel;

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(g) Assembling and providing documents produced in litigation to Debtors counsel; and (h) Providing information as necessary to Debtors counsel. 17. Time billed to this matter during the interim Fee Period reflects work performed

by McInnes related to its retainer as a professional by the Debtors. DISBURSEMENTS 18. In connection with the provision of the legal services detailed in the Exhibits

hereto and summarized above, McInnes has incurred out-of-pocket disbursements during the Interim Fee Period in the amount of CAD$139.08. The amount is broken down into the following categories of charges: couriers; internal copying and printing (which are not included into McInnes hourly billing rates); and external copying. 19. McInnes only seeks reimbursement at actual cost for disbursements incurred both With respect to photocopying expenses, McInnes

in-house and from third party vendors. charges $0.28 per page.

These charges are intended to cover McInness direct operating costs

for photocopying, which costs are not incorporated into McInness hourly billing rates. Only clients who actually use photocopying, and other office services are separately charged for such services. 20. Expenses for automated legal research and the searching of official records were

also incurred. These are shown as Quick Law or QL on Invoices. 21. In addition McInnes is required to charge and remit Harmonized Sales Tax

(shown as HST) and various services and disbursements. For the Interim Fee period $7,483.64 has been calculated and remitted to the government relating to fees and disbursements incurred in relation to services provided to the Debtor.

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INTERIM COMPENSATION AND REIMBURSEMENT IS WARRANTED 22. Section 331 of the Bankruptcy Code allows a bankruptcy court to authorize

interim compensation for [a] trustee, an examiner, a debtors attorney, or any professional person employed under section 327 or 1103 of this title . . . not more than once every 120 days after an order for relief in a case under this title. . . 23. Section 330(a)(1)(A) and (B) of the Bankruptcy Code provides, in pertinent part,

that the Court may award to the professional person, reasonable compensation for actual, necessary services rendered and reimbursement for actual, necessary expenses. Section 330(a)(3)(A), in turn, provides that: In determining the amount of reasonable compensation to be awarded, 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 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; and (E) 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)(A). 24. McInnes respectfully submits that the element governing awards of

compensation justify the allowance request. a. 25. The Time and Labour Required

The professional services rendered by McInnes have required the continuous

expenditure of substantial time and effort, under time pressures which sometimes required the performance of services late into the evening and, on a number of occasions, over weekends and holidays. The services rendered required a high degree of professional competence and

expertise in order to be administered with skill and dispatch. During the Interim Fee Period,

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211.45 recorded hours were expended by McInness partners, associates, articled clerks and paralegals in providing the requested professional services. b. 26. The Necessity of the Services and Benefit to the Estate

McInnes is uniquely qualified to provide services to the Debtor because this firm

represented the Debtors with respect to all pending Newfoundland & Labrador litigation when the Petition was filed. Cases in Newfoundland & Labrador have required monitoring, case Management conferences, and status reports. In addition, documents, discovery in pleadings in the Newfoundland & Labrador cases have been requested and provided in this Bankruptcy proceeding. c. 27 The Novelty and Difficulty of the Issues Presented in this Case

As of the date of filing the Petitions, McInness was uniquely qualified to assist

Debtors counsel with respect to all proceedings in Newfoundland & Labrador, in addition to assisting with providing information and documents related to those proceedings in this Bankruptcy. d. 28. The Experience, Reputation and Ability of the Attorneys

McInnes has extensive experience in the defence of sexual abuse litigation. Prior

to the Petition Date, McInnes represented the Debtors with respect to all sexual abuse litigation in Newfoundland & Labrador. McInness services on behalf of the Debtors have been rendered in a highly efficient manner by attorneys who have achieved a high degree of expertise in this area and with claims against Debtors in particular. The skill and competency of the McInnes Barristers/Solicitors who have represented the Debtors have ensured that these cases have been administered in the most efficient and expeditious manner.

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NOTICE 29. Copies of this Application, as set forth in the Interim Compensation Order, has

been given to (a) the Debtors, (b) counsel for the Debtors, (c) the Office of the United States Trustee, (d) Counsel for the Official Committee of Unsecured Creditors and (e) all parties that filed a notice of appearance. 30. No other or prior application or motion for the relief requested herein has been

made to this or any other Court. CONCLUSION 31. For all of the foregoing reasons, McInnes respectfully requests that this Court

issue an order (i) allowing interim compensation for professional legal services rendered as Special Counsel for the Debtors in the amount of CAD$62,670.75 for the Interim Fee Period; (ii) allowing reimbursement for actual and necessary expenses incurred in the amount of CAD$139.08 for the Interim Fee Period; (iii) allowing taxes (HST) in the amount of CAD$7,483.64 and (iv) granting such other and further relief as this Court may deem necessary and appropriate. Dated: 2 October, 2012 St. Johns, Newfoundland & Labrador, Canada

/s/ J David B Eaton Q.C. J David B Eaton Q.C.

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EXHIBIT A

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MCINNES COOPER 5HT FLOOR 10 FORT WILLIAM PLACE ST. JOHNS, NL CANADA, A1C 5X4 (709) 722 8735 J DAVID EATON Q.C. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

CERTIFICATION UNDER GUIDELINES FOR FEES AND DISBURSEMENTS FOR PROFESSIONALS IN RESPCT OF FIRST INTERMIM APPLICATION OF MCINNES COOPER, SPECIAL LITIGATION COUNSEL TO THE DEBTORS AND DEBTORS IN POSSESSION, FOR INTERIM ALLOWANCE OF COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED FROM 29 APRIL, 2011 THROUGH 31 JULY, 2012 I, J David B Eaton Q.C., hereby certify that: 1. I am Barrister and Solicitor admitted to practice in the Province of Newfoundland

& Labrador, Canada. I am a partner of the law firm of McInnes Cooper (McInnes), special litigation counsel to The Christian Brothers Institute (CBI) and The Christian Brothers of Ireland, Inc. (CBOI) as debtors and debtors-in-possession in the above-referenced chapter 11 case (the Debtors) 2. I submit this certification in accord with this Courts Administrative Orders dated

June 24, 1991 and April 21, 1995 (the Local Guidelines), the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 dated January 30, 1996 (the UST Guidelines), and this Courts Order Pursuant to

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105(a), 330 and 331 Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals, dated August 2, 2011 (the Compensation Order) (collectively the Guidelines). 3. This certification is made in respect to the First Interim Application of McInnes

Cooper, Special Litigation Counsel to the Debtors and Debtors in Possession, for Interim Allowance of Compensation for Professional Services Rendered and for Reimbursement of Actual and Necessary Expenses Incurred from 29 April, 2011 through 31 July, 2012 (the First Interim Application). 4. All of the services for which compensation is sought by McInnes were performed

for and on behalf of the Debtors and not on behalf of any other person. 5. No agreement exists between McInnes and any other entity for the sharing of

compensation received or to be received for services rendered in or in connection with the above-captioned case. 6. In accordance with the Local Guidelines, I hereby certify that: a. I have read the First Interim Application; b. To the best of my knowledge, information and belief, formed after reasonable inquiry, the fees and disbursements sought fall within the Guidelines. c. To the best of my knowledge, information and belief, the fees and disbursement sought fall within the Guidelines, are billed at rates, and in accordance with practices customarily employed by McInnes and generally accepted by McInness clients; d. In providing a reimbursable service, McInnes does not make a profit on that service, whether the service is performed by McInnes in-house or through a third party; and e. For the period of time from 29 April, 2011 through 31 July, 2012, McInnes has been providing statements of McInness fees and disbursements during each month in accordance with the procedures approved by this Court in the Compensation Order (unless the total was under $1,000.00).

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7.

In respect of A.2 of the Local Guidelines, I certify to the best of my knowledge,

information and belief, formed after reasonable inquiry, that McInnes has provided, on a monthly basis, statements of its fees and disbursements accrued during the previous month, by serving monthly statements in accordance with the Compensation Order. 8. In respect of A.3 of the Local Guidelines, I certify that copies of the Application

are being provided to (a) the Debtors, (b) counsel for the Debtors, (c) counsel to the Committee, (d) the Office of the United States Trustee and (e) any other entities designated by the Court to receive Monthly Fee Statements. Dated: 2 October, 2012 St. Johns Newfoundland & Labrador Canada /s/ J. David B. Eaton Q.C. J David B Eaton Q.C.

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