10000003778

Hearing Date: September 30, 2010 at 10:00 a.m.
(Prevailing Eastern Time) Objection Deadline: September 23, 2010 at 4:00 p.m. (Prevailing Eastern Time)
MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew
Attorneys for the Official Committee of Unsecured Creditors
UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re INNKEEPERS USA TRUST, et al., ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
Debtors.
NOTICE OF APPLICATION PURSUANT TO SECTIONS 327(a), 328(a), AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES & COMPANY, INC. AS THE FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 30, 2010 PLEASE TAKE NOTICE, that the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) filed an Application Pursuant To Sections 327(a), 328(a), and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 For Entry of an Order Authorizing the Retention and Employment of Jefferies & Company, Inc. as Financial Advisor and Investment
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Banker To the Official Committee of Unsecured Creditors Nunc Pro Tunc To July 30, 2010 (the Application). PLEASE TAKE FURTHER NOTICE that a hearing will be held in connection with the Application (the Hearing) on September 30, 2010 at 10:00 a.m. (prevailing Eastern time) before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004, Room 610. PLEASE TAKE FURTHER NOTICE THAT responses or objections, if any, to the Application and the relief requested therein must be made in writing, conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Bankruptcy Court, set forth the basis for the objection and the specific grounds therefor, and be filed with the Bankruptcy Court electronically in accordance with General Order M-242, as amended by General Order M-269, by registered users of the Courts electronic case filing system (the Users manual for the Electronic case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court), with a hard copy delivered directly to Chambers and served in accordance with General Order M-242 or by first-class mail upon each of the following: (i) counsel to the Committee, Morrison & Foerster LLP, Attention: Lorenzo Marinuzzi, Esq., 1290 Avenue of the Americas, New York, New York 10104; (ii) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, New York, New York 10004, Attention: Paul Schwartzberg, Esq.; (iii) Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480; (iv) counsel to the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Paul Basta; and (v) all
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parties that have, pursuant to Bankruptcy Rule 2002, formally appeared and requested service, so as to be received on or before 4:00 p.m. (prevailing Eastern time) on September 23, 2010, or such shorter time as the Bankruptcy Court may hereafter order and of which you may receive subsequent notice. PLEASE TAKE FURTHER NOTICE that if you do not timely file and serve a written objection to the relief requested in the Application, the Bankruptcy Court may deem any opposition waived, treat the Application as conceded, and enter an order granting the relief requested in the Application without further notice or hearing. PLEASE TAKE FURTHER NOTICE THAT a copy of the Application may be obtained at no charge at http://chap11.epiqsystems.com or for a fee via PACER at http://www.nysb.uscourts.gov. Dated: September 9, 2010 New York, New York Respectfully submitted, /s/ Lorenzo Marinuzzi Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900
Attorneys for the Official Committee of Unsecured Creditors
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Hearing Date: September 30, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Deadline: September 23, 2010 at 4:00 p.m. (Prevailing Eastern Time)
MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Attorneys for the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re INNKEEPERS USA TRUST, et al., ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
Debtors.
APPLICATION PURSUANT TO SECTIONS 327(a), 328(a), AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF JEFFERIES & COMPANY, INC. AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 30, 2010 TO: THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE The Official Committee of Unsecured Creditors (the Committee) appointed in the above-captioned chapter 11 cases (the Chapter 11 Cases) of Innkeepers USA Trust (Innkeepers) and its affiliated debtors and debtors in possession (collectively, the Debtors) hereby applies (the Application) for an order, under sections 327(a), 328(a), and 1103 of title 11 of the United States Code, 11 U.S.C. 101-1532 (as amended, the Bankruptcy Code),
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Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules), authorizing the employment and retention of Jefferies & Company, Inc. (Jefferies) as its financial advisor, effective as of July 30, 2010 (the Retention Date). This Application is
supported by the Declaration of Leon Szlezinger, Managing Director of Jefferies, dated September 8, 2010, a copy of which is attached hereto as Exhibit B (the Szlezinger Declaration) and incorporated herein. BACKGROUND 1. On July 19, 2010 (the Petition Date), the Debtors filed voluntary
petitions for reorganization under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York (this Court). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. 2. On July 28, 2010, the Committee was appointed in this case by the Office
of the United States Trustee, consisting of the following five members: (i) JMC Global; (ii) PDQ Consulting, Inc.; (iii) Triangle Renovations USA; (iv) American Motel Register Company; and (v) The Eric Ryan Corporation. On July 28, 2010, the Committee selected the firm of Morrison & Foerster LLP as its counsel and, on July 30, 2010, the Committee selected Jefferies as its financial advisor. 3. On August 12, 2010, the court entered the Order Establishing Procedures
for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members (the Compensation Procedures Order) (Docket No. 189).
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JURISDICTION 4. This Court has jurisdiction over this Application pursuant to 28 U.S.C.
1334 and the Standing Order of Referral of Cases to Bankruptcy Judges of the United States District Court for the Southern District of New York (Ward, Acting C.J.), dated July 10, 1984. This matter constitutes a core proceeding as that term is defined in 28 U.S.C. 157(b). Venue of the Chapter 11 Cases is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. RELIEF REQUESTED 5. By this Application the Committee respectfully requests the entry of an
order, pursuant to sections 328(a) and 1103(a) of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Rule 2014-1, authorizing the Committee to retain and employ Jefferies as its financial advisor in the Chapter 11 Cases, effective as of the Retention Date, pursuant to the terms, and subject to the conditions, of the engagement letter between the Committee and Jefferies, dated September 8, 2010, a copy of which is attached hereto as Exhibit C (the Engagement Letter). The Engagement Letter describes (a) the various services that Jefferies anticipates performing for the Committee in the Chapter 11 Cases and (b) the terms and conditions of Jefferies proposed engagement by the Committee. Jefferies provision of services to the Committee is conditioned upon this Courts approval of the Engagement Letter. BASIS FOR RELIEF REQUESTED 6. The Committee brings this Application because of its need to retain a
financial advisor to assist it in the critical tasks associated with guiding the Committee through the Debtors reorganization efforts. The Committee respectfully submits that the services of a financial advisor are necessary and appropriate to enable it to evaluate the complex financial and
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economic issues raised by the Debtors reorganization proceedings and to effectively fulfill its statutory duties. 7. The Committee formally interviewed and reviewed materials submitted by
four candidates prior to selecting Jefferies as its financial advisor. Such selection was based on the Committees determination that Jefferies is the best candidate for the services to be provided and that its proposed fee structure is competitive and appropriate given the Committees understanding of the facts and circumstances of the Chapter 11 Cases. The Committee further selected Jefferies to act as its financial advisor in the Chapter 11 Cases because of its significant expertise in providing investment banking services to debtors and creditors in restructurings and distressed situations. A. Jefferies Qualifications 8. Jefferies is a full service investment banking firm with its principal office
located at 520 Madison Avenue, New York, New York 10022. It is a registered broker-dealer with the United States Securities and Exchange Commission, and a member of the Boston Stock Exchange, the International Stock Exchange, the Financial Industry Regulatory Authority, the Pacific Stock Exchange, the Philadelphia Stock Exchange, and the Securities Investor Protection Corporation. Jefferies was founded in 1962 and is a wholly-owned subsidiary of Jefferies Group, Inc., which is a public company and, together with its subsidiaries, has gross assets of approximately $28 billion, annual revenues of more than $2 billion and approximately 2,700 employees in more than 25 offices around the world. 9. Jefferies provides a broad range of corporate advisory services to its
clients including, without limitation, services relating to: (i) general financial advice; (ii) mergers, acquisitions, and divestitures; (iii) special committee assignments; (iv) capital
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raising; and (v) corporate restructurings. Jefferies and its senior professionals have extensive experience in the reorganization and restructuring of troubled companies, both out-of-court and in chapter 11 proceedings. The employees of Jefferies have advised debtors, creditors, equity constituencies, and purchasers in many reorganizations. Since 2007, Jefferies has been involved in over 100 restructurings representing over $145 billion in restructured liabilities. 10. Jefferies has extensive experience in reorganization cases and has an
excellent reputation for services it has rendered in large and complex chapter 11 cases, on behalf of debtors, creditors and creditors committees throughout the United States. Cases that Jefferies has advised on include: In re Medical Staffing Network Holdings Inc., Case No. 10-29101 (BKC-EPK) (Bankr. S.D. Florida July 2, 2010); In re Uno Restaurant Holdings Corporation, Case No. 10-10209 (MG) (Bankr. S.D.N.Y. January 20, 2010); In re Spheris Inc., Case No. 1010352 (KG) (Bankr. D. Del. Feb. 3, 2010); In re FairPoint Communications, Inc., Case No. 0916335 (BRL) (Bankr. S.D.N.Y. Oct. 26, 2009); In re Nortel Networks, Inc., Case No. 09-10138 (KG) (Bankr. D. Del. Jan. 14, 2009; In re RathGibson, Inc., Case No. 09-12452 (CSS) (Bankr. D. Del. Jul. 13, 2010); In re Sea Launch Company, LLC, Case No. 09-12153 (BLS) (Bankr. D. Del. Jun. 22, 2010); In re DBSD North America, Inc., Case No. 09-13061 (REG) (Bankr. S.D.N.Y. May 15, 2009); In re Accuride Corporation, Case No. 09-13449 (BLS) (Bankr. D. Del. Oct. 8, 2009); In re AbitibiBowater, Inc., Case No. 09-11296 (KJC) (Bankr. D. Del. Apr. 16, 2009); In re Aventine Renewable Energy Holdings, Inc., Case No. 09-11214 (KG) (Bankr. D. Del. Apr. 7, 2009); In re Extended Stay Inc., Case No. 09-13764 (JMP) (Bankr. S.D.N.Y. Jun. 15, 2009); In re Tronox Incorporated, Case No. 09-10156 (ALG) (Bankr. S.D.N.Y. Jan. 11, 2009); In re Circuit City Stores Inc., Case No. 08-35663 (KRH) (Bankr. E.D. Virginia Nov. 10, 2008); In re Quebecor World (USA) Inc., Case No. 08-10152 (JMP) (Bankr. S.D.N.Y. Jan. 21,
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2008); In re AmeriServe Food Distribution, Inc., Case No. 00-358 (PJW) (Bankr. D. Del. Jun. 27, 2000); In re Ames Dept Stores, Inc., Case No. 01-42217 (REG) (Bankr. S.D.N.Y. Dec. 21, 2001); In re Bally Total Fitness of Greater New York, Inc., Case No. 08-14818 (BRL) (Bankr. S.D.N.Y. Feb. 10, 2009); In re Diamond Brands Operating Corp., Case No. 01-1825 (RB) (Bankr. D. Del. Jul. 24, 2001); In re Federal-Mogul Corp., Case No. 01-10578 (JKF) (Bankr. D. Del. Jan. 24, 2002); and In re Delphi Corp., Case No. 05-44481 (RDD) (Bankr. S.D.N.Y. Jun. 9, 2006). 11. Based on the foregoing and on Jefferies vast experience and expertise, the
Committee believes that the employment and retention of Jefferies as the financial advisor to the Committee in the Chapter 11 Cases is in the best interests of the Committee and the Debtors unsecured creditors. B. The Services to be Provided by Jefferies 12. The Committee anticipates that Jefferies will render the following
financial advisory services pursuant to the Engagement Letter and as requested by the Committee:1 (a) becoming familiar with, to the extent Jefferies deems appropriate, and analyzing, the business, operations, properties, financial condition, and prospects of the Debtors; (b) advising the Committee on the current state of the restructuring market; (c) assisting and advising the Committee in examining and analyzing any strategy, potential or proposed restructuring, amending, redeeming or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 the Bankruptcy Code, a liquidation, or otherwise (a Transaction), including, where appropriate,
1
This Application summarizes the terms of the Engagement Letter. To the extent there is a conflict between the Application and the Engagement Letter, the Engagement Letter will govern.
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assisting the Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction; (e) assisting and advising the Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee hereunder, in any proceeding before the Bankruptcy Court; and (i) rendering such other financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation. 13. Pursuant to section 1103(a) of the Bankruptcy Code, a committee may
retain advisors to assist in the chapter 11 proceedings. See 11 U.S.C. 1103(a). In the Chapter 11 Cases, the Committee requires qualified professionals to render these essential financial advisory services. As discussed above, Jefferies has substantial expertise as a financial advisor in complex chapter 11 proceedings, and is well qualified to perform these services and to assist the Committee in the Chapter 11 Cases.
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C.
Professional Compensation 14. Subject to the Courts approval and, except as otherwise modified herein
or by order of the Court, the procedures set forth in the Compensation Procedures Order, the Committee seeks the following consideration for Jefferies services (the Fee Structure) pursuant to, and as further explained in, the Engagement Letter: Monthly Fees: Jefferies will be paid a monthly fee (the Monthly Fee) equal to $125,000 per month until the expiration or termination of its employment (with, for the avoidance of doubt, the Monthly Fees being deemed to have accrued beginning on July 30, 2010, the Retention Date). Transaction Fees: In addition, Jefferies will be paid a transaction fee (the Transaction Fee) in an amount equal to $750,000. The Transaction Fee shall be due and payable on the effective date of a plan of reorganization or a plan of liquidation in the Cases or upon the closing of a sale of the Debtors assets pursuant to section 363 of the Bankruptcy Code, in each case that is supported by the Committee. An amount equal to 50% of all Monthly Fees paid to Jefferies in excess of $750,000 shall be credited against the Transaction Fee. Expenses: In addition to any fees that may be paid to Jefferies hereunder, whether or not any Transaction occurs, the Debtors shall reimburse Jefferies for all out-of-pocket expenses (including reasonable fees and expenses of its counsel) incurred by Jefferies in connection with the engagement contemplated hereunder.2 15. The Committee understands that during the pendency of the Chapter 11
Cases, Jefferies shall serve fee statements and file interim and final applications for allowance of the fees and expenses payable to it under the terms of the Engagement Letter, pursuant to the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any orders of the Court. 16. In accordance with the Engagement Letter, the Committee seeks approval
of the proposed Fee Structure pursuant to section 328(a) of the Bankruptcy Code, which
2
None of the Committee, its constituents, or any of its advisors or professionals (including, but not limited to, counsel to the Committee) will be liable for the fees, expenses or other amounts payable to Jefferies under the Engagement Letter.
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provides, in relevant part, that a professional may be retained on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 11 U.S.C. 328(a). Section 328(a), therefore, permits the Court to approve the compensation structure proposed in the Engagement Letter in connection with the Committees retention of Jefferies. 17. The Committee believes that the proposed Fee Structure is fair and
reasonable and should be approved under section 328(a) of the Bankruptcy Code. The proposed Fee Structure appropriately reflects the nature of the services to be provided by Jefferies and the structures typically utilized by leading financial advisors when billing on a non-hourly basis. Similar fixed and contingency fee arrangements have been approved and implemented in other large chapter 11 cases. See, e.g., In re Brook Mays Music Co., Case No. 06-32816 (SGJ) (Bankr. N.D.Tex. 2006) (approving retention of Houlihan Lokey as restructuring advisor and authorizing payment of monthly fee and transaction fee subject to 328(a) standard, but requiring limited monthly fee statements); In re Kaiser Aluminum Corp., et al., Case No. 02-10429 (JKF) (Bankr. D. Del. Mar. 19, 2002) (authorizing the retention of Lazard Freres & Co. LLC and subjecting compensation, including monthly fees and restructuring fees, to standard of review set forth in Section 328(a)); In re Covad Communications Group, Inc., Case No. 01-10167 (JJF) (Bankr. D. Del. Nov. 21, 2001) (authorizing retention of Houlihan Lokey with compensation, including monthly flat fee and success fee, subject to standard of review set forth in Section 328(a)); In re Casual Male Corp., Case No. 01-41404 (REG) (Bankr. S.D.N.Y. May 18, 2001) (authorizing retention of Robertson Stephens, Inc., with compensation, including sale transaction fee, subject to Section 328(a) standard of review).
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18.
The fees payable to Jefferies pursuant to the Engagement Letter shall only
be subject to review pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standards set forth in section 330 of the Bankruptcy Code, except that the US Trustee shall retain the right to object to the fees payable pursuant to subparagraph 4 of the Engagement Letter based on the reasonableness standard provided for in section 330 of the Bankruptcy Code. 19. Jefferies has indicated to the Committee that it is not the general practice
of investment banking firms to keep detailed time records similar to those customarily kept by attorneys. Jefferies restructuring professionals, when formally retained in chapter 11 cases, and when required by local rules, do, and in the Chapter 11 Cases will, keep time records in half hour increments describing their daily activities and the identity of persons who performed such tasks. Also, Jefferies will supplement this information with a list of the non-restructuring professionals who assist the restructuring department on this matter (which Jefferies anticipates will consist entirely of administrative personnel) but who do not, as a matter of general practice, keep the records in the same manner and in accordance with their general practice will not keep time records in this matter. In addition, apart from the time recording practices described above, Jefferies restructuring personnel do not maintain their time records on a project category basis. The Committee has been advised that to have Jefferies recreate the time entries for its restructuring personnel and require its non-restructuring personnel to record its time as prescribed by the Local Rules would be, in each case, unduly burdensome and time consuming. As such, the Committee submits that the half hour time records that Jefferies restructuring personnel will provide should be sufficient for any review of the time entries in connection with a subsequent application for compensation.
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10
D.
The Indemnification Provisions 20. The Engagement Letter provides that as a condition of its employment,
this Court will have entered an order providing Jefferies with an indemnity as detailed in Schedule A to the Engagement Letter (hereafter, the Indemnity). 21. Further, the Indemnity includes qualifications and limits on the
indemnification and limitation on liability provisions that are customary in chapter 11 cases. Accordingly, the Committee and Jefferies believe that the Indemnity is customary and reasonable for engagements of this type and, therefore, should be approved. E. Disinterestedness 22. Jefferies has informed the Committee that: (i) except as set forth in the
Szlezinger Declaration, it has no connection with the Debtors, their creditors, or other parties in interest in this case; (ii) it does not hold any interest adverse to the Debtors estates; (iii) it is not owed any prepetition amounts from the Debtors; and (iv) it believes it is a disinterested person as defined in section 101(14) of the Bankruptcy Code. 23. Jefferies will conduct an ongoing review of its files to ensure that no If any new material facts or
conflicts or other disqualifying circumstances exist or arise.
relationships are discovered or arise, Jefferies will provide the Court with a supplemental declaration. 24. Based on the foregoing, the Committee believes that the employment of
Jefferies would be in the best interests of the Committee, the Debtors and their estates and creditors.
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11
NOTICE
25.
Notice of this Application has been provided to:
(i) the Office of the
United States Trustee for the Southern District of New York; (ii) the Debtors and their counsel; and (iii) all parties who have requested service of all papers in the Chapter ll Cases pursuant to Bankruptcy Rule 2002. The Committee submits that, in light of the nature of the relief
requested, no other or further notice need be given.

NO PRIOR REQUEST
26.
No previous application for the relief requested herein has been made to
this or any other court.

Conclusion
WHEREFORE, the Connnittee respectfully requests the Court to enter an order, substantially in the form attached hereto as Exhibit A, authorizing the Connnittee to retain and employ Jefferies as its financial advisor, effective as of July 30,2010, pursuant to sections 328(a) and 1103 of the Bankruptcy Code and to grant such other and future relief as the Court deems appropriate.
Dated: September Cj__, 2010 Respectfully submitted, THE OFFICIAL COMMITTEE OF UNSECURED C T F INNKEEPERS USATRU A.
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12
Exhibit A
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UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re INNKEEPERS USA TRUST, et al., Debtors. 1 ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
ORDER PURSUANT TO SECTIONS 327(a), 328(a), AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING THE EMPLOYMENT AND RETENTION OF JEFFERIES & COMPANY, INC., AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 30, 2010
1
The Debtors are: Innkeepers USA Trust (3554); 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); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holdings 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); and KPA/GP Valencia LLC (9816).
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Upon the application, dated September 9, 2010, of the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) , pursuant to sections 327(a), 328(a), and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016, for entry of an order authorizing the Committee to employ and retain Jefferies & Company, Inc. (Jefferies) as their financial advisor and investment banker nunc pro tunc to July 30, 2010 (the Application)2; and the Committee having submitted the Szlezinger Affidavit in support of the Application; and the Court being satisfied based on the representations made in the Application and the Szlezinger Affidavit that the professionals of Jefferies who will be engaged in the Chapter 11 cases represent no interest adverse to the Debtors estates with respect to the matters upon which Jefferies is to be engaged, and that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; and having considered the statements of counsel and the evidence adduced with respect to the Application at a hearing before the Court (the Hearing); and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it further appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and it further appearing that notice of the Application as set forth therein is sufficient under the circumstances, and that no further notice need be provided; and it further appearing that the relief requested in the Application is in the best interests of the Debtors, their estates and their creditors; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED that the Application is granted to the extent provided herein; and it is further
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
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ORDERED that the Committee is authorized to retain and employ Jefferies as its financial advisor and investment banker pursuant to sections 327(a) and 328(a) of the Bankruptcy Code on the terms set forth in the Agreement nunc pro tunc to July 30, 2010, to render the following financial advisory services pursuant to the Engagement Letter and as requested by the Committee: (a) becoming familiar with, to the extent Jefferies deems appropriate, and analyzing, the business, operations, properties, financial condition, and prospects of the Debtors; (b) advising the Committee on the current state of the restructuring market; (c) assisting and advising the Committee in examining and analyzing any strategy, potential or proposed restructuring, amending, redeeming or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 the Bankruptcy Code, a liquidation, or otherwise (a Transaction), including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction; (e) assisting and advising the Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee hereunder, in any proceeding before the Bankruptcy Court; and
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(i) rendering such other financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation. ORDERED that, subject to the procedures set forth in the Interim Compensation Order except as otherwise provided herein, Jefferies shall be compensated on the terms specified in the Engagement Letter and Jefferies shall file fee applications for interim and final allowance of compensation and reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code and any applicable Bankruptcy Rules and Local Rules, and such procedures as may be fixed by order of this Court; and it is further ORDERED that notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any applicable orders of this Court or any guidelines regarding submission and approval of fee applications, Jefferies and its restructuring professionals shall only be required to provide summary time records for services rendered to the Committee in one-half hour increments; and it is further ORDERED that in addition to compensation for professional services rendered by Jefferies, pursuant to the terms of the Engagement Letter, Jefferies is entitled to reimbursement by the Debtors for reasonable expenses incurred in connection with the performance of its engagement under the Engagement Letter; and it is further ORDERED that, except as provided in the following paragraph, the terms of the Monthly Fee and the Transaction Fee, each as defined in the Engagement Letter, shall not hereafter be subject to challenge except under the standard of review set forth in section 328(a) of the Bankruptcy Code; and it is further ORDERED that the United States Trustee retains all rights to object to Jefferies interim and final fee applications (including expense reimbursements) on all grounds including but not
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limited to the reasonableness standard provided for in section 330 of the Bankruptcy Code; and it is further ORDERED that the indemnification provisions set forth in Schedule A of the Engagement Letter are approved, subject to the following: (a) Subject to the provisions of subparagraphs (b), (c) and (d) below, the Debtors will
be bound by the indemnification procedures of the Engagement Letter and shall indemnify the Indemnified Persons (as defined in the Engagement Letter) in accordance with the Engagement Letter and to the extent permitted by applicable law, for any claim arising from, related to, or in connection with Jefferiess performance of the services described in the Engagement Letter; (b) All requests by Indemnified Persons for the payment of indemnification pursuant
to the Engagement Letter shall be made by means of an application to the Court and shall be subject to review by the Court to ensure that payment of such indemnity conforms to the terms of the Engagement Letter and is reasonable under the circumstances of the litigation or settlement in respect of which indemnity is sought; provided, however, that in no event shall any Indemnified Person be indemnified in the case of its own bad-faith, self-dealing or breach of fiduciary duty (if any), gross negligence or willful misconduct; (c) In no event shall any Indemnified Person be indemnified if the Debtors or a
representative of the estate asserts a claim for, and the Court determines by final order that such claim arose out of, such Indemnified Persons own bad-faith, self-dealing or breach of fiduciary duty (if any), gross negligence, or willful misconduct; and (d) If Jefferies or any Indemnified Person seeks reimbursement from the Debtors for
attorneys fees and expenses in connection with the Engagement Letter, the invoices and
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supporting time records from such attorneys shall be included in Jefferies own applications, both interim and final, and such invoices and time records shall be subject to the United States Trustees Guidelines for compensation and reimbursement of expenses and the approval of the Bankruptcy Court pursuant to sections 330 and 331 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code; and it is further ORDERED that if at any time Jefferies increases the rates for its services, Jefferies will cause a notice to be filed with this Court setting forth the increase in such rates and serve such notice upon the Office of the United States Trustee and the Debtors; and it is further ORDERED that to the extent this Order is inconsistent with any prior order or pleading with respect to the Application in these cases or the Engagement Letter, the terms of this Order shall govern; and it is further ORDERED that the relief granted herein shall be binding upon any chapter 11 trustee appointed in these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of these chapter 11 cases to cases under chapter 7; and it is further ORDERED that notwithstanding any provision to the contrary in the Application or the Engagement Letter, the Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order.
Dated: _________, 2010 New York, New York The Honorable Shelly C. Chapman United States Bankruptcy Judge
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Exhibit B
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------- x : : In re: : : Chapter 11 : INNKEEPERS USA TRUST, et al., : Case No. 10-13800 (SCC) : : (Jointly Administered) Debtors. -------------------------------------- x DECLARATION OF LEON SZLEZINGER IN CONNECTION WITH THE RETENTION OF JEFFERIES & COMPANY, INC. AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC JULY 30, 2010 I, Leon Szlezinger, hereby declare under penalty of perjury under the laws of the United States of America that, to the best of my knowledge and belief, and after reasonable inquiry, the following is true and correct: 1. I am a Managing Director of Jefferies & Company, Inc. (Jefferies), an
investment banking firm with its principal office located at 520 Madison Avenue, New York, NY 10022 and with offices located world-wide. I am duly authorized to make and submit this Declaration1 on behalf of Jefferies in accordance with section 1103(b) of title 11 of the United States Code, 11 U.S.C. 101-1532 (as amended, the Bankruptcy Code) and Rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), in support of the Application of the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and its affiliated debtors and debtors in possession (the Debtors), for an Order,
1
Unless otherwise defined, capitalized terms and phrases not otherwise defined herein shall have the meanings ascribed to such terms in the Application.
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pursuant to 11 U.S.C. 327(a), 328(a) and 1103, Fed. R. Bankr. P. 2014 and 5002, and Local Bankruptcy Rule 2014-1, authorizing the employment and retention of Jefferies as financial advisors to the Committee (the Application). 2. Unless otherwise stated in this Declaration, I have personal knowledge of
the facts set forth herein and, if called as a witness, I would testify thereto.2 3. I believe that Jefferies and the professionals it employs are uniquely
qualified to advise the Committee in the matters for which Jefferies is proposed to be employed. A. Jefferies Qualifications 4. Jefferies is a full service investment banking firm with its principal office
located at 520 Madison Avenue, New York, New York 10022. It is a registered broker-dealer with the United States Securities and Exchange Commission, and a member of the Boston Stock Exchange, the International Stock Exchange, the Financial Industry Regulatory Authority, the Pacific Stock Exchange, the Philadelphia Stock Exchange, and the Securities Investor Protection Corporation. Jefferies was founded in 1962 and is a wholly-owned subsidiary of Jefferies Group, Inc., which is a public company and, together with its subsidiaries, has gross assets of approximately $28 billion, annual revenues of more than $2 billion and approximately 2,700 employees in more than 25 offices around the world. 5. Jefferies provides a broad range of corporate advisory services to its
clients including, without limitation, services relating to: (i) general financial advice; (ii) mergers, acquisitions, and divestitures; (iii) special committee assignments; (iv) capital raising; and (v) corporate restructurings. Jefferies and its senior professionals have extensive experience in the reorganization and restructuring of troubled companies, both out-of-court and
2
Certain of the disclosures set forth herein relate to matters within the knowledge of other employees at Jefferies and are based on information provided by them.
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in chapter 11 proceedings. The employees of Jefferies have advised debtors, creditors, equity constituencies, and purchasers in many reorganizations. Since 2007, these professionals have been involved in over 100 restructurings representing over $145 billion in restructured liabilities. 6. Jefferies has extensive experience in reorganization cases and has an
excellent reputation for services it has rendered in large and complex chapter 11 cases, on behalf of debtors, creditors and creditors committees throughout the United States. Cases that Jefferies has advised on include: In re Medical Staffing Network Holdings Inc., Case No. 10-29101 (BKC-EPK) (Bankr. S.D. Florida July 2, 2010); In re Uno Restaurant Holdings Corporation, Case No. 10-10209 (MG) (Bankr. S.D.N.Y. January 20, 2010); In re Spheris Inc., Case No. 1010352 (KG) (Bankr. D. Del. Feb. 3, 2010); In re FairPoint Communications, Inc., Case No. 0916335 (BRL) (Bankr. S.D.N.Y. Oct. 26, 2009); In re Nortel Networks, Inc., Case No. 09-10138 (KG) (Bankr. D. Del. Jan. 14, 2009; In re RathGibson, Inc., Case No. 09-12452 (CSS) (Bankr. D. Del. Jul. 13, 2010); In re Sea Launch Company, LLC, Case No. 09-12153 (BLS) (Bankr. D. Del. Jun. 22, 2010); In re DBSD North America, Inc., Case No. 09-13061 (REG) (Bankr. S.D.N.Y. May 15, 2009); In re Accuride Corporation, Case No. 09-13449 (BLS) (Bankr. D. Del. Oct. 8, 2009); In re AbitibiBowater, Inc., Case No. 09-11296 (KJC) (Bankr. D. Del. Apr. 16, 2009); In re Aventine Renewable Energy Holdings, Inc., Case No. 09-11214 (KG) (Bankr. D. Del. Apr. 7, 2009); In re Extended Stay Inc., Case No. 09-13764 (JMP) (Bankr. S.D.N.Y. Jun. 15, 2009); In re Tronox Incorporated, Case No. 09-10156 (ALG) (Bankr. S.D.N.Y. Jan. 11, 2009); In re Circuit City Stores Inc., Case No. 08-35663 (KRH) (Bankr. E.D. Virginia Nov. 10, 2008); In re Quebecor World (USA) Inc., Case No. 08-10152 (JMP) (Bankr. S.D.N.Y. Jan. 21, 2008); In re AmeriServe Food Distribution, Inc., Case No. 00-358 (PJW) (Bankr. D. Del. Jun. 27, 2000); In re Ames Dept Stores, Inc., Case No. 01-42217 (REG) (Bankr. S.D.N.Y. Dec. 21,
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2001); In re Bally Total Fitness of Greater New York, Inc., Case No. 08-14818 (BRL) (Bankr. S.D.N.Y. Feb. 10, 2009); In re Diamond Brands Operating Corp., Case No. 01-1825 (RB) (Bankr. D. Del. Jul. 24, 2001); In re Federal-Mogul Corp., Case No. 01-10578 (JKF) (Bankr. D. Del. Jan. 24, 2002); and In re Delphi Corp., Case No. 05-44481 (RDD) (Bankr. S.D.N.Y. Jun. 9, 2006). B. The Services to be Provided by Jefferies 7. If the Application is approved, Jefferies, in its capacity as the Committees
financial advisors, as outlined in the Engagement Letter, will provide investment banking and other related services as contemplated in the Engagement Letter and as may be requested by the Committee, including, but not limited to the following:3 (a) becoming familiar with, to the extent Jefferies deems appropriate, and analyzing, the business, operations, properties, financial condition, and prospects of the Debtors; (b) advising the Committee on the current state of the restructuring market; (c) assisting and advising the Committee in examining and analyzing any strategy, potential or proposed restructuring, amending, redeeming or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 the Bankruptcy Code, a liquidation, or otherwise (a Transaction), including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction;
This Declaration summarizes the terms of the Engagement Letter. To the extent there is a conflict between the Declaration and the Engagement Letter, the Engagement Letter will govern.
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(e) assisting and advising the Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee hereunder, in any proceeding before the Bankruptcy Court; and (i) rendering such other financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation. 8. In order to perform these services in a cost-effective manner, Jefferies will
endeavor to coordinate all of its services to the Committee with the other professionals retained in these cases so as to minimize (and, wherever possible, avoid) any unnecessary duplication of services and lessen any potential burden on the Debtors and their professional advisors. C. Jefferies Disclosure Concerning Conflicts of Interest 9. In connection with its retention by the Committee, Jefferies researched its
client database to determine whether it has any relationships with the entities listed in Schedule A attached hereto (the Interested Parties),4 as follows: a) The Debtors and their current and former affiliates; b) The Non-Debtor Affiliates; c) The Debtors current and recent former officers and directors; d) The Debtors professionals;
4
Jefferies performed a review of the connections between Jefferies and significant creditors, stockholders or other parties in interest with respect to the Chapter 11 Cases based upon the list of names provided by Debtors counsel as the most current list of parties which may have a claim or interest in or be involved.
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e) The Debtors secured creditors; f) Contract counterparties; g) Debt holders; h) Equity holders; i) Lenders; j) Letters of credit; k) Liens insurer; l) Liens and litigants; m) Utilities; and n) to the extent not already included in the foregoing, other significant parties in interest, including parties to significant executory contracts and participants in important business relationships. 10. Except as may be otherwise set forth herein, to the best of my knowledge,
Jefferies, its principals and professionals (i) do not have any connection with the Debtors or their affiliates, their creditors or any other party in interests, and (ii) do not represent any other entity having an adverse interest in connection with these cases. Jefferies does not, has not and will not represent any entity, other than the Committee, in matters related to the Chapter 11 Cases. 11. As part of this inquiry, Jefferies entered the names of Interested Parties
into a computer database containing the names of all clients and conflict information concerning the clients of Jefferies. This inquiry revealed that certain of the Interested Parties were current or former Jefferies clients (the list of such clients is referred to herein as the Client Match List). Through the information generated from the above-mentioned computer inquiry, and through follow-up inquiries with Jefferies professionals responsible for certain clients listed on the
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Client Match List, Jefferies determined that the representation of, or relationship with, the clients on the Client Match List concerned matters unrelated to the Debtors. In particular, to the best of my knowledge, information and belief, Jefferies (a) currently represents or formerly represented the entities identified in Schedule B annexed hereto on matters unrelated to these cases and (b) either made a market in and/or published research on the securities of the entities identified in Schedule C annexed hereto. No single current or former client listed on Schedule B or
Schedule C has paid to Jefferies, in Jefferies 2009 fiscal year, investment banking fees that are greater than 1% of the total revenues of Jefferies Group, Inc. for such fiscal year. 12. As to the remainder of the individuals and entities set forth in paragraph 9
above, to the best of my knowledge, Jefferies has not been employed by or rendered advisory services to any of them within the past five years. Additionally, Jefferies attempted to search all current engagements for known relationships or interests of the Debtors or non-Debtor affiliates and none were identified. 13. Jefferies is a global investment banking firm with broad activities covering
trading in equities, convertible securities and corporate bonds in addition to its investment banking and financial advisory practice. With more than 80,000 customer accounts around the world, it is possible that one of its clients or a counter-party to a security transaction may hold a claim or otherwise is a party-in-interest in the Chapter 11 Cases. Furthermore, as a major market maker in equity securities as well as a major trader of corporate bonds and convertible securities, Jefferies regularly enters into securities transactions with other registered broker-dealers as a part of its daily activities. Some of these counter-parties may be creditors of the Debtors. Jefferies believes none of these business relationships constitute interests materially adverse to the
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Debtors estates herein in matters upon which Jefferies is to be employed, and none are in connection with these cases. 14. Certain affiliates of Jefferies serve as managers for a number of
investment vehicles (the Managed Funds). The Managed Funds are intended principally for investments by third parties unrelated to Jefferies. However, such investors also may include financial institutions (some of which may be parties-in-interest in these cases), or affiliates of Jefferies and various of its officers and employees (some of which may include Jefferies employees providing services in connection with the Chapter 11 Cases). Jefferies employees working in connection with the Chapter 11 Cases have no control over investment decisions or business decisions made for the Managed Funds. Jefferies makes the following additional disclosures: a. Among other things, the Managed Funds are (a) active direct investors in a number of portfolio companies (the Equity Investments) and (b) investors in a variety of debt instruments and mezzanine loans or similar securities (the Income Investments, and together with the Equity Investments, the Portfolio Holdings); and b. The fund managers of the Managed Funds maintain investment control over investment decisions with respect to the Portfolio Holdings. Many financial institutions and parties-in-interest who may be involved in the Chapter 11 Cases may also be investors in the Managed Funds. Moreover, the Managed Funds may invest from time to time in Portfolio Holdings of or relating to the Debtors or parties-ininterest in these cases. In order to comply with securities laws, and to avoid any appearance of impropriety, the employees of the Managed Funds are strictly separated from the employees of Jefferies. Jefferies maintains a strict separation With respect to these Managed Funds,
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between its employees assigned to the Chapter 11 Cases and employees involved in the management of Jefferies investment banking division, on the one hand, and other employees of Jefferies (e.g., sales and trading employees) and its affiliates (including the employees of the Managed Funds), on the other hand. This separation is maintained through the use of information walls. These information walls include physical and technological barriers, compliance and surveillance mechanisms and policies and procedures designed to prevent confidential information from being shared improperly. Consequently, as no confidential information concerning the Debtors is permitted to be communicated to any persons working for the Managed Funds, Jefferies does not believe that the relationships outlined above constitute adverse interests or render Jefferies not disinterested in the Chapter 11 Cases. 15. Jefferies also has a debt securities and bank loan trading affiliate, Jefferies
High Yield Trading, LLC (JHYT). JHYT is a legally separate entity and is separated from Jefferies investment banking department and its managing directors and employees advising the Debtors (including the financial advisory professionals working on these cases), by an information barrier. As part of its regular business operations, JHYT may trade securities and other instruments, including on behalf of creditors, equity holders, other parties in interest and/or JHYT or its affiliates, including the managing directors or employees of Jefferies and/or its affiliates. Jefferies understands that JHYT now holds and may in the future hold debt
instruments of the Debtors. Jefferies has in place compliance procedures to ensure that no confidential or non-public information concerning the Debtors has been or will be made available to employees of JHYT.
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16.
Jefferies will not, during its engagement in these cases, trade in any
securities of the Debtors for or on its own account, and any such trading on account of Jefferies customers will be conducted only at clients direction, with Jefferies acting solely as such clients agent. 17. The Debtors have numerous creditors and relationships with various
individuals and entities that may be parties in interest in these cases. Consequently, although every reasonable effort has been made to discover and eliminate the possibility of any conflict, including the efforts outlined above, Jefferies is unable to state with certainty whether one of its clients or an affiliated entity holds a claim or otherwise is a party in interest in the Chapter 11 Cases. If Jefferies discovers any information that is contrary to or pertinent to the statements made herein, Jefferies will disclose such information to the Court on notice to creditors and the United States Trustee promptly. Jefferies does not advise, has not advised, and will not advise any entity, other than the Committee, in matters related to the Chapter 11 Cases. 18. Also, as part of its diverse global activities, Jefferies is involved in
numerous cases, proceedings and transactions involving many different professionals, attorneys, accountants and financial consultants, some of which may represent claimants and parties-in interest in the Chapter 11 Cases. Further, Jefferies has in the past, and may in the future, be represented by several attorneys and law firms in the legal community, some of whom may be involved in these cases. In addition, Jefferies has in the past, and may in the future, be working with or against other professionals involved in these cases in matters wholly unrelated to these cases. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these business relationships constitute interests materially adverse to the
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10
Committee herein in matters upon which Jefferies is to be employed, and none are in connection with these cases. 19. From time to time, Jefferies has provided investment banking, financial
advisory and/or consulting services to certain creditors and other parties in interest in matters wholly unrelated to the Chapter 11 Cases. Jefferies has informed the Committee that, during its retention in the Chapter 11 Cases it will not provide services to any entity having an adverse interest in connection with any matters relating to the Chapter 11 Cases. However, given its diverse practice and client base, Jefferies may provide services to clients in matters unrelated to the Chapter 11 Cases, who are or become creditors of the Debtors or who may have interests adverse to the Debtors creditors in unrelated matters. D. PROFESSIONAL COMPENSATION 20. As of the date of this Declaration, Jefferies has received no compensation
for its work on behalf of the Committee. 21. The Fee Structure set forth in the Application is consistent with Jefferies
typical fee for work of this nature. The fees are set at a level designed to compensate Jefferies fairly for the work of its professionals and assistants and to cover fixed and routine overhead expenses. It is Jefferies policy to charge its clients for all disbursements and expenses incurred in the rendition of services. 22. It is not the general practice of investment banking firms to keep detailed Jefferies restructuring
time records similar to those customarily kept by attorneys.
professionals, when formally retained in chapter 11 cases, and when required by local rules, do, and in the Chapter 11 Cases will, keep time records describing their general daily activities, the identity of persons who performed such tasks and the estimated amount of time expended on each activity on a daily basis. Jefferies restructuring personnel do not maintain their time
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11
records on a project category basis. I believe that for Jefferies to recreate the time entries for its restructuring personnel and require its non-restructuring personnel to record their time as prescribed by the Local Rules would be, in each case, unduly burdensome and time-consuming. 23. The Fee Structure is comparable to those generally charged by financial
advisory and investment banking firms of similar stature to Jefferies and for comparable engagements, both in and out of court, and reflect a balance between a fixed, monthly fee, and a contingency amount which are tied to the consummation and closing of the transactions contemplated in the Engagement Letter. 24. The indemnification provisions of the Engagement Letter are a reasonable
term and condition of Jefferies engagement. Unlike the market for other professionals that a debtor or committee may retain, indemnification is a standard term of the market for financial advisors and investment bankers. In fact, the Indemnity is comparable to those generally
obtained by financial advisory and investment banking firms of similar stature to Jefferies and for comparable engagements, both in and out of court. 25. The proposed retention is reasonable and based on the customary
compensation charged by Jefferies and comparably skilled practitioners in matters outside and other than chapter 11 cases, as well as cases under chapter 11, and has been approved and implemented in not just this jurisdiction but also in chapter 11 cases elsewhere. Indeed, the entire engagement as set forth in the Engagement Letter is common within the industry and reflects what is considered to be market both in and out of chapter 11 proceedings, in each case, in light of Jefferies experience in reorganizations and the scope of work to be performed pursuant to its retention.
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12
26.
Other than as set forth above, there is no proposed arrangement between Jefferies has no
the Committee and Jefferies for compensation to be paid in these cases.
agreement with any other entity to share any compensation received, nor will any be made, except as permitted under section 504(b)(1) of the Bankruptcy Code. 27. Other than as set forth above, no other arrangement is proposed between
the Committee and Jefferies for compensation to be paid in these cases. E. Disinterestedness 28. Except as described herein, Jefferies is not a creditor, an equity security
holder, or an insider of the Debtors. 29. Jefferies is not and was not within two years before the Petition Date, a
director, officer, or employee of the Debtors. 30. Jefferies does not have an interest materially adverse to the interest of the
estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship, connection with, or interest in, the Debtors or for any other reason. 31. Jefferies recognizes that there is an ongoing obligation to disclose relevant Jefferies will file supplemental
information with respect to the matters contained herein.
declarations regarding this retention if any additional relevant information comes to its attention. 32. The foregoing constitutes the statement of Jefferies pursuant to section
504 of the Bankruptcy Code, and Bankruptcy Rules 2014(a) and 5002.
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13
In accordance with 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct.
Executed: September _f_, 201 0 JEFFERIES & COMPANY, INC.
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14
INNKEEPERS USA TRUST

PARTIES-IN-INTEREST FOR CONFLICT CHECK
Schedule A Disclosure of Jefferies & Company, Inc. Potential Parties-in-Interest

128 Motel Corp. A Action Plumbing A-1 Asphalt Care Inc. A-1 Fire Equipment Corp. Able Restoration Inc. Accurate Fire Protection Inc. ACQI Associates LP ACT Inc. Adrian Carr Caradine Design Inc. Advanced Asphalt Advantage Fitness Products AEF Hotel Furniture Finish AJ Monier & Co. Inc. Alexander's Mobility Services All American Waste LLC Anand Enterprises Inc. Arch Painting Inc. Art Horizons Framed Picture Enterprises Art Plumbing Co. Ashley Lighting Inc. Associated Builders Barker Construction Specialities Inc. Becht Given Service Experts Inc. Bell Plumbing & Heating Co. BeiiSouth Wireless Data LP Cingular Interactive LP RAM Mobile Data USA LP Berger Transfer & Storage Inc. Bernhardt Design Bernstein Group Inc. Best Western International Inc. Binswanger Glass Vitro America LLC Boudreau Plumbing & Heating Brintons Ltd. Brunswick Corp. Life Fitness California Industrial Case Handyman & Remodeing-Winter Park Cornerstone Restorations Inc. Castleman & Young Construction Inc. Chapel Valley Landscape Co. CIT Group/Commercial Services Inc. Clayton Miller Hospitality Carpet Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties

Climacare Inc. Coast Sign Inc. CoCal Landscape Services Inc. Collective Design Associates LLC Contour Logistics Inc. Contract Purchasing & Design Inc. Corporate Furniture Service LLC Crews Landscape Management Inc. Cummings Development Corp. Cummings Inc., The International Sign Service Demartino Construction Co. DeMoss Painting Co. Depasquale Kelley & Co. Designtex Direct Service Co. DJ's Construction Inc. Down to Earth Communications Inc. D'style Inc. Eaton Irrigation Elite Heating & Air Conditioning Inc. Eric Ryan Corp. Exel Transportation Services Inc. Extreme Coatings Inc. Eykon Wallcovering Source FDR Construction Inc. Federal Heath Sign Co. LLC First Impressions Decorative Concrete Fisher, Jeffrey H. Flexsteellndustries Inc. Fortessa Inc. Friedrich Air Conditioning Co. FS Schardein & Sons Grand Prix Bullfinch Grand Rapids Chair Co. Granite Works 4U Inc. Graphic Systems Inc. Graybar Group 7 Design Inc. Harrington Bomanite Corp. HC Integrated Systems Inc. Hilton Ontario Airport Hospitality Sign Co. lntersign Corp. Howard D Johnson Co. I See Corp. lndon International LLC lnstrastructure Repair Service LLC Inter-Logic Design LLC Interstate Hotels & Resorts Island Hospitality Management Inc. Jean Enterprises JF Hotel Ill Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties

JMC Global John M Crawley LLC Joyce Enterprises of America Inc. Precise Interior Services International Inc. Precise Transportation Services Kaleidoscope Ltd. KE Braza Construction LLC Koala Inns Inc. KPA HI Ontario LLC KPA Leaseco Holding KPNGP Valencia LLC KR Commercial Interiors Inc. Kraft Power Corp. Kustom Gifts L&L General Contractors Pool Man, The L&P Financial Services Landmark Art & Frame Inc. M Tucker Co. Inc. Magnus Construction Management Inc. Maharam Fabric Corp. Majestic Mirror & Frame Marina Pool Spa & Patio Marriott International Inc. Meritax LLC MR Smith & Co. National Wallcovering Inc. New York New Jersey Regional Joint Board, Local 96, Unite/Here NLP Furniture Industries Inc. Nuevo Sol Partners Inc. NYS Enterprises Inc. Omnipoint Holdings Inc. T-Mobile USA Inc. TMO CNNV LLC Ontario Hotel Associates LLC Otis Elevator Co. Pacific Bell Wireless LLC Pacific Energy Service & Facilities Inc. Pacific Lamp & Supply Co. Paradise Purchasing LLC Patel, Anand PhiiMac Inc. Polk Mechanical Co. LLC Pool Man Inc. Precedence Inc. Quiltcraft Industries Inc. Radisson Plaza Hotel York Hannover (Greenwich) Inc. Raleigh-Durham MSA LP R-H Group Inc. Rising Signs Rockville Interiors & Fabrics
Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties

Roof Consultants Inc. Salisbury & Moore Construction Inc. Schiller Hardware Scott Beck Construction Inc. Scott Lamp Co. Inc. Sealy Bedding Shaw Industries Inc. Shoreline Distributors South City Prime South City Prime Montvale LLC South West Texas Environmental Contractors Inc. Southern California Ventures Ltd. ST Electric Inc. Sta-Brite Services Ltd. Stan-Mar Building Maintenance Group LLC Steve Marks Contractors Studio 1200 LLC STX Inc. Surface Materials Inc. T Schiefer Contractors Inc. TBF Financial LLC TeleSpectrum Inc. TGI Office Automation LLC ThyssenKrupp Elevator Co. TMAD Taylor & Gaines Transworld Systems Inc. Total Audio-Visual Systems Inc. Triangle Renovations Unilight Ltd. United Food & Commercial Workers Union Local 371 Velocita Wireless LP Warner Construction Inc. Wells Industries Western State Design Inc. Windy City Construction & Design Lehman All Inc. CSE Mortgage LLC Five Mile Capital Partners Apollo Investment Corp. Apollo Investment Corp. (Maryland BDC) Gencom Entity Genwood Raleigh Lessee LLC Genwood Raleigh LLC GP AC Sublessee LLC Grand Prix Acquisition Trust Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC Grand Prix Altamonte LLC Grand Prix Anaheim Orange Lessee LLC Grand Prix Arlington LLC Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Contract Counterparties Debt Holders Debt Holders Debt Holders Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate

Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand Grand
Prix Atlanta (Peachtree Corners) LLC Prix Atlanta LLC Prix Atlantic City LLC Prix Bellevue LLC Prix Binghamton LLC Prix Bothell LLC Prix Bulfinch LLC Prix Campbell I San Jose LLC Prix Cherry Hill LLC Prix Chicago LLC Prix Columbia LLC Prix Denver LLC Prix East Lansing LLC Prix El Segundo LLC Prix Englewood Denver South LLC Prix Fixed Lessee LLC Prix Floating Lessee LLC Prix Fremont LLC Prix Ft. Lauderdale LLC Prix Ft. Wayne LLC Prix Gaithersburg LLC Prix General Lessee LLC Prix Germantown LLC Prix Grand Rapids LLC Prix Harrisburg LLC Prix Holdings LLC Prix Horsham LLC Prix IHM Inc. Prix Indianapolis LLC Prix Islandia LLC Prix Las Colinas LLC Prix Lexington LLC Prix Livonia LLC Prix Lombard LLC Prix Louisville (RI) LLC Prix Lynnwood LLC Prix Mezz Borrower 2 Floating LLC Prix Mezz Borrower Fixed LLC Prix Mezz Borrower Floating 2 LLC Prix Mezz Borrower Floating LLC Prix Mezz Borrower Term LLC Prix Montvale LLC Prix Morristown LLC Prix Mountain View LLC Prix Mt. Laurel LLC Prix Naples LLC Prix Ontario Lessee LLC Prix Ontario LLC Prix Portland LLC Prix Richmond (Northwest) LLC Prix Richmond LLC Prix RIGG Lessee LLC Prix RIMV Lessee LLC
Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate

Grand Prix Rockville LLC Grand Prix Saddle River LLC Grand Prix San Jose LLC Grand Prix San Mateo LLC Grand Prix Schaumburg LLC Grand Prix Shelton LLC Grand Prix Sili I LLC Grand Prix Sili II LLC Grand Prix Tallahasee LLC Grand Prix Term Lessee LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Tukwila LLC Grand Prix West Palm Beach LLC Grand Prix Westchester LLC Grand Prix Wichita LLC Grand Prix Willow Grove LLC Grand Prix Windsor LLC Grand Prix Woburn LLC Innkeepers Financial Corp. (General Partner) Innkeepers Financial Corp. (Virginia Corp.) Innkeepers Hospitality Management Inc. Innkeepers USA LP Innkeepers USA Trust KPA HI Ontario LLC KPA HS Anaheim LLC KPA Leaseco Holding Inc. KPA Leaseco Inc. KPA Raleigh Leaseco LLC KPA Raleigh LLC KPA RIGG LLC KPA RIMV LLC KPA San Antonio HS LLC KPA San Antonio LLC KPA Tysons Corner Rl LLC KPA Washington DC DT LLC KPA Washington DC LLC KPNGP Ft. Walton LLC KPNGP Louisville (HI) LLC KPNGP Valencia LLC Apollo Investment Corp. Grand Prix Holdings LLC Walker, Timothy Murphy, Mark A. Craven, Dennis M. Inland Advisor Trameil Trust Western Retail REIT #2 Capmark Bank Capmark Finance Inc. CWCapital Asset Management LLC GMAC Commercial Mortgage Bank
Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Debtor Affiliate Equity Holders Equity Holders Equity Holders Equity Holders Equity Holders Equity Holders Equity Holders Equity Holders Lenders Lenders Lenders Lenders

GMAC Commercial Mortgage Corp. LaSalle Bank NA Merrill Lynch Mortgage Lending Inc. Lehman AU Inc. LNR Partners Inc. Midland Loan Services Inc. National Consumer Cooperative Bank NCB FSB US Bank National Association Wachovia Bank NA Wells Fargo Bank NA AIG Casualty Co. AIG Excess Liability Insurance Co. Ltd. AIU Insurance Co. American Home Assurance Co. American International Pacific Insurance Co. American International South Insurance Co. American International Specialty Lines Insurance Co. Birmingham Fire Insurance Co. Commerce & Industry Insurance Co. Granite State Insurance Co. Illinois National Insurance Co. Insurance Company of The State of Pennsylvania, The Landmark Insurance Co. Lexington Insurance Co. National Union Fire Insurance Co. of Louisiana National Union Fire Insurance Co. of Pittsburgh PA New Hampshire Insurance Co. Apollo Investment Corp. JPMorgan Chase Bank NA Starr Excess Liability Insurance Co. Zurich American Insurance Co. Platte River Insurance Co. Alamo Crane Amalgamated National Health Fund, Trustees of the American HVAC Commercial Floor Tech Inc. Copeland's of New Orleans Global Restaurant Design ISS-TMC Services Inc. Lakefront Supply Oak Roofing Oak Roofing & Tuckpointing Inc. Le Tel Communications NLP North Creek Maintenance District Association Lenders Lenders Lenders Lenders Lenders Lenders Lenders Lenders Lenders Lenders Lenders Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters Letters Letters Letters Letters of Credit of Credit of Credit of Credit of Credit
Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Letters of Credit Lien Insurer Liens & Litigants Liens & Litigants Liens Liens Liens Liens Liens Liens Liens Liens Liens Liens Liens & Litigants & Litigants & Litigants & Litigants & Litigants & Litigants & Litigants & Litigants & Litigants & Litigants & Litigants

Oak Roofing Inc. Onyx Sealcoating PDI Precise Ron Aton Blacktop Inc Ross Court Plumbing Inc. Tobin & Sons US Wall Decor Wing Millwork & Supply Ahern, Linda Alcantara, Celeste Bautiza, Beatriz Brown, Kevin Bryan, Mary Cortamilgia, Renee Costello, Diana Cristo, Kevin DaSilva, Domingo Denson, Jessica Devlin, Kathleen Dukes, Charlene Espiritu, Allan Garcia, Hilmer Garrettporter, Evelyn Gonzalez-Vite, Jose Griffin, Remell Keller, Margaret Koletowo, Kudi LaFollette, Delane F. Mayberry, Ronald Melgar, Maria Meserve, Rose Mobley, David Monroy, Alejandra Morales, Alejandro Morales, William Nunez, Cecilia O'Bannon, Patricia Pacumio, Anthony Pearson, Freya Perez, Maria Pineda, Natividad Powers, Bob Richardson, Nita Ritchie, Bernie Rodriguez, Jacqueline Rodriquez, Jose Romero, Jhonathan J. Scheser, Michael Smalz, Eileen Summers, Linda Tyrczyn, Tom Williams, Fred Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants Liens & Litigants

Wittman, Carol Craven, Dennis M. Fenton, Richard F. Martin, Bob Murphy, Mark A. Price, Linda K. Walker, Tim Sack, Aaron Press, Rick Beilinson, Marc Hewes, Schuyler Kentoff, Eric Karval, Justin Kelley Depasquale & Co. Meritax LLC PricewaterhouseCoopers Skadden Arps Addison, Town of (TX) Alameda County Water District (CA) Altamonte Springs, City of (FL) American Electric Power Amerigas Pompano Beach Aqua Pennsylvania Aquarion Water Co. of CT Arlington, City of (TX) Atlanta, City of (GA) Atlantic City Electric Pep co Atlantic City Municipal Utilities Authority (NJ) Atlantic City Sewerage Co., The Atmos Energy Bellevue, City of (WA) BGE Boston Water Bothell, City of (WA) Camden County Municipal Utilities Authority (NJ) Central Maine Power Co. New York State Electric & Gas Corp. Citizens Gas CL&P Columbia Gas of Kentucky Nipsco Consumers Energy CPS Energy DC Water & Sewer Authoritity Denver Water Dominion Virginia Power DTE Energy East Lansing, City of (MI) El Paso De Robles, City of (CA) El Segundo, City of (CA)
Liens & Litigants Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Officers and Directors Professionals Professionals Professionals Professionals Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities

Falls Church, City of (VA) Florida Public Utilities Co. Fort Lauderdale, City of (FL) Fort Wayne Utilities, City of (IN) Foster City, City of (CA) FPL Garden Grove, City of (CA) Gas Co., The SDG&E Sempra Energy Gas South Georgia Power Co. Grand Rapids, City of (MI) Great Oaks Water Co. Gwinnett County Public Utilities (GA) Henrico, County of (VA) Horsham Water & Sewer Authority (PA) Howard County (MD) Indianapolis Power & Light Co. Indianapolis Water Irving Utility Billing, City of (TX) JCP&L Kentucky American Water New Jersey American Water Kentucky Utilities Company (KU) LG&E Lansing Board of Water & Light (MI) Latham Water District (NY) LIP A Livonia, City of (MI) Lombard, Village of (IL) Louisville Water Co. Lynnwood, City of (WA) Madison Heights, City of (MI) MDC -The Metropolitan District (CT) Mid Peninsula Water District (CA) MidAmerican Energy Co. Montvale, Borough of (NJ) Morristown, Town of (NJ) Mount Laurel Township Municipal Utilities Authority (NJ) Mountain View, City of (CA) Naples, City of (FL) National Grid Nicor Gas Nstar Electric Ontario, City of (CA) Orange, City of (CA) Peco Energy PG&E Portland Water District (ME) PPL Electric Utilities Corp. Progress Energy Florida Inc.
Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities
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Propane Gas Service Inc. PSE&G Co. Puget Sound Energy Reliant Energy Richmond, City of (VA) Rockland Electric Co. Rosemont, Village of (IL) Rural Gas Co., The Saddle River, Borough of (NJ) San Antonio Water System (TX) San Diego City Treasurer, City of (CA) San Jose Water Co. Schaumburg, Village of (IL) Snohomish County Public Utility District (WA) South Jersey Gas Co. Southeast Morris County Municipal Utilities Authority (SMCMA) Southern California Edison Suburban Propane AR Center Suffolk County Water Authority (NY) Sunnyvale, City of (CA) Teco Peoples Gas Troy Water Department, City of (MI) Tukwila, City of (WA) UGI Utilities Inc. United Illuminating Co., The United Water New Jersey United Water Pennsylvania Unitil Upper Moreland Hatboro Joint Sewer Authority (PA) Valencia Water Co. Vestal, Town of (NY) Washington Gas Washington Suburban Sanitary Commission West Palm Beach, City of (FL) Westchester, Village of (IL) Woburn, City of (MA) Xcel Energy Ace Parking Management Inc. Addison, Town of (TX) ADP Inc. Aetna- Middleton Aetna Health Management LLC AFCO Credit Corp. Alameda County Tax Collector (CA) Allen, Virginia E., as Town of Islip Tax Collector (NY) American Express American Hotel Register Co. Anaheim Transportation Network Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Utilities Vendors Vendors vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
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Aon Risk Services Northeast Inc. Arapahoe County Treasurer (CO) Archer & Greiner Arlington, City of (TX) Arthur J Gallagher of Texas Inc. Gallagher Bassett Services Inc. AS Hospitality Ashley Lighting Associated Builders At Your Service AT&T Wi-Fi Services Atlanta, City of (GA) Atlantic City, City of (NJ) Ayoub & Mansour LLC B&B Parking Inc. Balder Specialty Foods Bankdirect Capital Finance LLC Bayscapes Beilinson, Marc Belmont, City of- Finance Division (CA) Ben E Keith Foods Benefactor Funding Corp. Tradavo Inc. Best Western International Inc. Bolton Construction LLC Boston, City of (MA) Brickman Group Ltd. Broome County Commissioner of Finance (NY) Broward County Revenue Collector (FL) Buffington, Lee, as San Mateo County Tax Collector (CA) Burkett's Pool Plastering Inc. Caler Donten & Levine PA California Franchise Tax Board California Travel & Tourism Carson's Hospitality Cass Commercial Bank Castleman & Young Construction Inc. Cherry Hill Township (NJ) CIGNA Healthcare Cintas Corp. CitiBank SAMP Cohen Cooper Estep & Allen LLC Collier County Tax Collector (FL) Color Applications Inc. Comptroller of Public Accounts Contract Purchasing & Design Cook County Collector (IL) Cummings Development Dallas County (TX) Dallas County Tax Assessor-Collector (TX)
Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
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Denver Manager of Revenue, City & County of (CO) Designer Tile & Stone LLC Dick, Robert F., as Dauphin County Treasurer (PA) Director of Finance Disneyland Resort Ticket Services DJ's Construction Drain Works Plumbing Service Du Page County Collector (IL) Ecolab Ecolab Pest Elimination El Segundo, City of (CA) Emax-Resource Technology Management Inc. Eric Ryan Corp. Fairfax, County of (VA) FOR Construction Inc. Featherstone Foods Inc. Federal Express Fibercare Fire & Oak Food Services of America Fort Lauderdale, City of (FL) Fremont, City of (CA) Fulton County Tax Commissioner Furniture Manufacturers Credit Association Gaithersburg, City of (MD) Galaxy Hotel Systems LLC Garden Grove, City of (CA) Global Restaurant Design Corp. Goldberg & Solovy Foods Inc. Goodman &, Attorney Trust Account of Gordon Food Service - Troy Green Tree Packing Co. Inc. Greenwood Village, City of (CO) Guest Supply Inc. Gwinnett County Tax Commission Hamilton Meats & Provisions Inc. Hatboro-Horsham HD Supply Facilities Maintenance Henrico, County of (VA) Hilton Hotels Corp. Howard County Government (MD) iBAHN Imperial Premium Finance Inc. Indiana Department of Revenue lndon International Innkeepers USA Irving, City of (TX) Island Hospitality Management Jenkins Gales & Martinez JF Capital Advisors LLC Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
13

JMC Global Johnson & Jordan Inc. Kaiser Foundation Health Kentucky State Treasurer Kentwood, City of (MI) King County Treasurer (WA) Kirkland & Ellis LLP Kleisner, Fred Klotz & McCann KPA San Antonio HS LLC KPA Tysons Corner Rl LLC KPA Washington DC PT LLC KR Commercial Interiors Inc. LA Specialty Landmark Art & Frame Lane Associates Lanier Parking Solutions Lanier Valet Solutions Lexington Fayette County Government (KY) LG Electronics USA Inc. Life Fitness A Division of Brunswick Lin a Livonia, City of (MI) Lodgenet Entertainment Corp. Lombard, Village of (IL) LORLPC Los Angeles County Tax Collector (CA) Los Angeles, County of (CA) Louisville Jefferson County Me (KY) Madison Seafood Inc. Magnus Construction Management Inc. Maguire Properties-500 Orange Tower LLC Maines, Stanton Marion County Treasurer Marriott International Inc Marx Realty & Improvement Co. MDCVB-Assessment Meritax LLC Michigan Department of Treasury Michigan, State of Montgomery County (MD) Montvale Landscaping Inc. Montvale, Borough of (NJ) Morgan, Susan R., as Town of Vestal Receiver (NY) Morris, Township of (NJ) Morristown-TRS (NJ) Mount Laurel Township Municipal (NJ) Mountain View, City of (CA) MR Smith & Co. Multi-Systems Inc. New Jersey, State of- AC Tax Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
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NLP Furniture Industries Inc. Office Depot Office of The City Treasurer Okaloosa County Tax Collector (FL} Ontario, City of (CA) Orange, City of (CA) Orange, County of (CA) Otis Elevator Co. Otis Spunkmeyer Inc. Pacific Rim Mechanical PDQ Consulting Inc. Perot System Corp. Perrone Wine & Spirits Petty Cash - Hilton Ontario Petty Cash - Orange Grove Petty Cash- Rockville Philmac Inc. PHM Hospitality Presentation Services Price Meese Shulman Price, Betsy, as Tarrant County Tax Assessor (TX) PricewaterhouseCoopers LLP Quiltcraft Quoizel Inc. R&R Marketing (Royal Division) Raeco Seasonal LLC Resource Technology Management Retzko's Landscaping Richard J Conte Attorney Trust Account Rockville, City of (MD) Romala Stone Inc. Ron Aton Blacktop Inc. Rosemont, Village of (IL) Royal Cup Dine-Mar RSA Realty Inc. Ruds Inc. Ruisi, Larry Saddle River, Borough of (NJ) Salisbury & Moore Construction LLC San Antonio, City of (TX) San Bernardino County Tax Collector (CA) San Diego County Treasurer Tax Collector (CA) San Jose Treasury, City of (CA) San Mateo, City of (CA) Santa Clara Tax Collector (CA) Santa Clarita, City of (CA) Schaumburg, Village of (IL) Schnitzer West LLC Scott Beck Construction Inc. Shamrock Foods Co. Shelton Tax Collector (CT)
Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
15

SimplexGrinnell LP Skadden Arps Slate Meagher & Flam LLP Springfield Corp. Studio 1200 LLC Sunnyvale Revenue, City of (CA) Sunset Parking Service Swank Audio Visuals LLC Swank Audio Visuals LLC Sysco Sysco - Baltimore Sysco - Louisville Sysco- San Antonio Sysco - San Diego Sysco - Valencia Sysco Food Sysco Food Service Metro NY Sysco Food Services - Chicago Terminix Commercial Texas Sales Tax, State of Travel Click Inc. Triangle Renovations United Health Fund US Foodservice US Foodservice - Altamonte Springs US Foodservice - Atlanta Downtown US Foodservice- Atlantic City US Foodservice - Belmont US Foodservice - Cherry Hill US Foodservice - El Segundo US Foodservice - Fremont US Foodservice - Ft. Lauderdale US Foodservice - Gaithersburg US Foodservice- Garden Grove US Foodservice - Harrisburg US Foodservice - Islandia US Foodservice - Manassas US Foodservice - Montvale US Foodservice - Mount Laurel US Foodservice - Mountain View US Foodservice - Richmond Nw US Foodservice - Rosemont US Foodservice - Saddle River US Foodservice- San Jose South US Foodservice - San Mateo US Foodservice - Sili I US Foodservice - Sili II US Foodservice -Tysons Corner US Wall Decor USA Today Valdes, Ray, as Seminole County Tax Collector (FL) Van Dyke, Caleb
Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
16

Vestal Central School District Tax Collector (NY) Walter, Robert D., as Upper Moreland Township Tax Collector (PA) Warner Construction Inc. Washington Department, State of Waste Management West Central Produce Inc. Westchester, Village of (IL) Western State Design Inc. Windsor Industries Inc. Windsor, Town of (CT) Worldwide Payment System SA Albany County Director of Finance (NY) UNA Life Insurance Co. of North America San Diego Office of The City Treasurer Texas Comptroller of Public Accounts
Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors Vendors
17

Schedule B Disclosure of Jefferies & Company, Inc. Results of Conflicts Search- Current and Former Clients and/or Representations Party
CIGNA Healthcare BellSouth Wireless Data LP Lehman ALI Inc.
Relationship
CIGNA is Jefferies' healthcare provider. Bell Canada Enterprises is a current or former client on a matter unrelated to these cases. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Jefferies has numerous relationships with this lender in other capacities. We do not believe any ofthe relationships pose a conflict of interest in this case. Current or former client on a matter unrelated to these cases. Current or former client on a matter unrelated to these cases. Jefferies has numerous relationships with this lender in other capacities, including providing DIP financing in another transaction where Jefferies acted as a financial advisor. Current or former client on a matter unrelated to these cases. Current or former client on a matter unrelated to these cases. Current or former client on a matter unrelated to these cases. Jefferies has numerous relationships with this lender in other capacities. We do not believe any of the relationships pose a conflict of interest in this case. Current or former client on a matter unrelated to these cases.
Apollo Investment Corp.
Apollo Investment Corp. (Maryland BDC)
Merrill Lynch Mortgage Lending Inc.
US Bank National Association
Wachovia Bank NA
Wells Fargo Bank NA
AIG Casualty Co. AIG Excess Liability Insurance Co. Ltd. JPMorgan Chase Bank NA
Sempra Energy Georgia Power Co. AT&T Wi-Fi Services Citibank SAMP
PricewaterhouseCoopers LLP
18

Schedule C Disclosure of Jefferies & Company, Inc. Results of Conflicts Search - Market Making List and Research Database Party
Lehman ALI Inc. Apollo Investment Corp. Apollo Investment Corp. (Maryland BDC) PDI Cintas Corp. Lodgenet Entertainment Corp. Zurich American Insurance Co. American Electric Power Sempra Energy NStar Electric PG&E American Express AT&T Wi-Fi Services Ecolab Ecolab Pest Elimination Office Depot RSA Realty Inc.
Relationship
Jefferies makes a market in securities of Lehman Brothers Holdings, Inc. Jefferies makes a market in securities of Apollo Investment Corporation and Apollo Group, Inc. Jefferies makes a market in securities of Apollo Investment Corporation and Apollo Group, Inc. Jefferies makes a market in securities of this company Jefferies makes a market in securities of this company Jefferies makes a market in securities ofLodgenet Interactive Corporation Jefferies publishes research on Zurich Financial Services Jefferies publishes research on this company Jefferies publishes research on this company Jefferies publishes research on this company Jefferies publishes research on this company Jefferies publishes research on this company Jefferies publishes research on AT&T Inc. Jefferies publishes research on Ecolab, Inc. Jefferies publishes research on Ecolab, Inc. Jefferies publishes research on this company Jefferies publishes research on RSA Pic.
19
EXHIBIT C
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Strictly Confidential
Engagement Letter September 8, 2010 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. c/o Morrison & Foerster, LLP 1290 Avenue of the Americas New York, NY 10104-0050 Attention: Keith Venezie Co-Chairman
Re: Advisory Services This agreement (the Agreement) confirms that Jefferies & Company, Inc. (Jefferies) has been engaged by the Official Committee of Unsecured Creditors (the Committee), appointed in the bankruptcy cases (the Cases) of Innkeepers USA Trust, a self-administered real estate investment trust organized under the laws of Maryland, and its debtor affiliates and their respective estates (collectively, the Debtors), which are now pending in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) to act as set forth herein. 1. Services. During the term of this engagement, and as mutually agreed upon by Jefferies and the Debtors and as appropriate, Jefferies, acting as exclusive financial advisor to the Committee, will perform the following financial advisory services, among others, in connection with the Cases: (a) becoming familiar with, to the extent Jefferies deems appropriate, and analyze, the business, operations, properties, financial condition and prospects of the Debtors; (b) advising the committee on the current state of the restructuring market;
(c) assisting and advising the Committee in examining and analyzing any potential or proposed restructuring or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 of chapter 11, Title 11 of the United States Code (the Bankruptcy Code), a liquidation, or otherwise (a Transaction), including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction;
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 3 (e) assisting and advising the Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee hereunder, in any proceeding before the Bankruptcy Court; and (i) rendering such other financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation. It is expressly agreed that, other than as set forth above, Jefferies will not evaluate or attest to the Debtors internal controls, financial reporting, illegal acts or disclosure deficiencies. 2. Cooperation.
(a) The Committee shall furnish or use its best efforts to cause the Debtors to furnish Jefferies with all current and historical materials and information regarding the business and financial condition of the Debtors, which the Committee and/or the Debtors believe are relevant to the transactions contemplated hereby and all information and data that Jefferies shall reasonably request in connection with Jefferies activities hereunder (all such information so furnished being the Information). In addition, the Committee shall use its best efforts to cause the Debtors to provide Jefferies full access, as requested, to the Debtors officers, directors, employees and professional advisors. The Committee agrees to promptly advise Jefferies of all developments known to the Committee materially affecting the Committee, the Debtors, any proposed Transaction or the accuracy of the information previously furnished to Jefferies by or on behalf of the Committee or the Debtors, and agrees to take commercially reasonable efforts to ensure that no material initiatives relating to the proposed Transaction will be taken without Jefferies having been informed in advance thereof. (b) The Committee further acknowledges that Jefferies (i) will be relying on information and data provided to Jefferies (including, without limitation, information provided by or on behalf of the Debtors, the Committee or other parties to a Transaction) and available from generally recognized public sources, without having independently verified the accuracy or completeness thereof, (ii) does not assume responsibility for the accuracy or completeness of any such information and data, (iii) has not made, and will not make, any physical inspection or appraisal of the properties, assets or liabilities
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 4 (contingent or otherwise) of the Debtors or any other party to a Transaction and (iv) in relying on any financial forecasts that may be furnished to or discussed with Jefferies, will assume that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management as to the future financial performance of the Debtors or other party to a Transaction, as the case may be (and if such forecasts no longer reflect such estimates and judgments, then the Debtors will promptly inform, and provide updated forecasts to, Jefferies). (c) The Committee acknowledges that this assignment may lead to an outcome not anticipated in this Agreement. In the event that circumstances have changed such that this engagement requires more of Jefferies time and efforts than originally anticipated, the Committee agrees to meet and confer with Jefferies in good faith to determine the appropriate additional fees for Jefferies services. 3. Use of Name, Advice, etc.
(a) No information or advice provided by Jefferies (other than any information or advice relating to the U.S. tax treatment and U.S. tax structure of any Transaction) may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without Jefferies prior written consent. In addition, the Committee and the Debtors agree that any reference to Jefferies in any release, communication or other material is subject to Jefferies prior written approval, which may be given or withheld in its reasonable discretion, for each such reference. The Committee and the Debtors agree not to disclose this Agreement, the contents hereof or the activities of Jefferies pursuant hereto to any other party without the prior approval of Jefferies. (b) Jefferies advice is solely for the confidential use and information of the Committee (solely in the members capacity as members of the Committee), and is only to be used in considering the matters to which this Agreement relates. Such advice may not be relied upon by any other person. 4. Compensation. The Debtors shall pay Jefferies each of the following pursuant to such procedures as may be ordered by the Court: (a) A monthly fee (the Monthly Fee) equal to $125,000 per month until the expiration or termination of this Agreement (with, for the avoidance of doubt, the Monthly Fees being deemed to have accrued beginning on July 30, 2010, the date of the Committees selection of Jefferies as its financial advisor). Fifty per cent (50%) of all Monthly Fees paid to Jefferies in excess of $750,000 shall be credited against the Transaction Fee (as defined below). (b) A transaction fee (the Transaction Fee) equal to $750,000, which shall be earned in full upon (i) substantial consummation of a chapter 11 plan of reorganization, liquidation or otherwise (the Plan) in these Cases, or (ii) sale of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code (the 363 Sale), in each case that is supported by the Committee. The Transaction Fee shall be earned and
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 5 shall be paid on the effective date of any Plan (provided that at the time of confirmation, the plan is not subject to a material objection to confirmability by the Committee, which is neither settled nor withdrawn, that is ultimately overruled by the Court) or upon closing of a 363 Sale. The Committee and the Debtors acknowledge that in light of Jefferies substantial experience and knowledge in the restructuring market, the uncertain nature of the time and effort that may be expended by Jefferies in fulfilling its duties hereunder, the opportunity cost associated with undertaking this engagement, and the market rate for professionals of Jefferies stature in the restructuring market generally, the fee arrangement hereunder is just, reasonable and fairly compensates Jefferies for its services. The Committee and the Debtors further acknowledge that they each believe Jefferies general restructuring expertise and experience, its knowledge of the capital markets and its other capabilities will inure to the benefit of the Committee in connection with any Transaction and that the value to the Committee of Jefferies services hereunder derives in substantial part from that expertise and experience and that, accordingly, the structure and amount of the compensation hereunder is reasonable regardless of the number of hours to be expended by Jefferies professionals in the performance of the services to be provided hereunder and that none of the fees hereunder shall be considered to be bonuses or fee enhancements under applicable law. 5. Expenses. In addition to any fees that may be paid to Jefferies hereunder, whether or not any Transaction occurs, the Debtors shall reimburse Jefferies for all out-of-pocket expenses (including reasonable fees and expenses of its counsel) incurred by Jefferies in connection with the engagement contemplated hereunder, subject to Court approval. 6. Indemnification, etc. As further consideration under this Agreement, the Debtors shall indemnify and hold harmless the Indemnified Persons (as defined in Schedule A) in accordance with Schedule A. The terms and provisions of Schedule A are incorporated by reference herein, constitute a part hereof and shall survive any termination or expiration of this Agreement. Neither Jefferies nor its affiliates shall be responsible or have any liability for any indirect, special or consequential damages arising out of or in connection with this Agreement or the transactions contemplated hereby, even if advised of the possibility thereof. 7. Termination. Jefferies engagement hereunder will commence upon the execution of this Agreement by the Committee, the Debtors and Jefferies, and will continue until the earlier of the date on which (A) each of the Cases is either (i) dismissed, (ii) converted to cases under chapter 7 of the Bankruptcy Code, or (iii) subject to a plan of reorganization that has been confirmed by the Bankruptcy Court and has been substantially consummated or (B) Jefferies services hereunder are terminated by either Jefferies or the Committee on five business days written notice to the other; provided that the Committee may not unilaterally terminate this Agreement prior to 12 months from the date hereof. Upon any termination of this Agreement, the Debtors shall promptly pay Jefferies any accrued but unpaid fees hereunder, and shall reimburse Jefferies for any unreimbursed expenses that are reimbursable hereunder. In the event of
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 6 any termination of this Agreement, Jefferies shall be entitled to the Transaction Fee set forth in Section 4 if, on or prior to 12 months from the effective date of termination of this Agreement, the Debtors consummate, or enters into an agreement which subsequently results in, a Transaction. Any such Transaction Fee shall be payable upon the closing of any such Transaction. Upon any termination of this Agreement, the rights and obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 3-7, 9-16, and Schedule A, which shall survive such termination. 8. Exclusivity. During the term of the Agreement, the Committee agrees that it will not engage any other person to perform any services or act in any capacity for which Jefferies has been engaged pursuant to this Agreement with respect to any potential Transaction without the prior written approval of Jefferies. The Committee will promptly inform Jefferies of any inquiry it may receive regarding a Transaction. Notwithstanding the Debtors obligations hereunder, including, but not limited to, their obligation to pay the fees and expenses of Jefferies and to indemnify Jefferies, it is understood and agreed that Jefferies sole and exclusive client is the Committee, and Jefferies will in no circumstance be deemed to be an advisor to or have any obligation to any other party. 9. Bankruptcy Court Approval. The Committee shall use its best efforts to obtain prompt approval of this Agreement, pursuant to sections 328 and 1103 of the Bankruptcy Code, from the Bankruptcy Court. Such approval shall provide for the retention of Jefferies nunc pro tunc to July 30, 2010, shall incorporate all of the terms and conditions herein (explicitly including, but not limited to, the obligations and acknowledgements set forth in Schedule A), and shall provide that Jefferies compensation shall be subject to the standard of review provided for in section 328(a) of the Bankruptcy Code, and the United States Trustee shall retain its rights to object to interim or final fee applications under the reasonableness standard provided for in section 330 of the Bankruptcy Code. The Committee agrees that the application to retain Jefferies pursuant hereto, and the proposed order in connection therewith, will be subject to the prior approval of Jefferies in its sole and absolute discretion, and agrees that this Agreement (except for the obligations under Section 4 and Schedule A hereto) shall be null and void and Jefferies shall have no obligations hereunder unless such an order has been entered by the Bankruptcy Court and no appeal is pending as to such order. 10. Disclaimer.
(a) The Debtors and the Committee acknowledge that Jefferies parent, Jefferies Group, Inc. (collectively with its subsidiaries and affiliates, the Jefferies Group) is a full service financial institution engaged in a wide range of investment banking and other activities (including investment management, corporate finance, securities issuing, trading and research and brokerage activities) from which conflicting interests, or duties, may arise. Information that is held elsewhere within the Jefferies Group, but of which none of the individuals in Jefferies investment banking department involved in providing the services contemplated by this Agreement actually has (or without breach of internal procedures can properly obtain) knowledge, will not for any purpose be taken into account in determining Jefferies responsibilities to the Debtors
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 7 under this Agreement. Neither Jefferies nor any other part of the Jefferies Group will have any duty to disclose to the Debtors or the Committee or utilize for the Debtors or the Committees benefit any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business. In addition, in the ordinary course of business, the Jefferies Group may trade the securities of the Debtors and of potential participants in the Transaction for its own account and for the accounts of customers, and may at any time hold a long or short position in such securities. Jefferies recognizes its responsibility for compliance with federal securities laws in connection with such activities. Further, the Debtors and the Committee acknowledge that from time to time Jefferies research department may publish research reports or other materials, the substance and/or timing of which may conflict with the views or advice of the members of Jefferies investment banking department, and may have an adverse effect on the Committees interests in connection with the Transaction or otherwise. Jefferies investment banking department is managed separately from its research department, and does not have the ability to prevent such occurrences. The Jefferies Group, its directors, officers and employees may also at any time invest on a principal basis or manage or advise funds that invest on a principal basis in any company that may be involved in the transactions contemplated hereby. (b) Jefferies and its affiliates will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by other parties who are providing services to the Debtors or the Committee. The Committee acknowledges that Jefferies is not an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Committee also acknowledges that it has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of this Agreement and the transactions contemplated hereby, and Jefferies and its affiliates shall have not responsibility or liability with respect thereto. Each of the Debtors and the Committee agrees that it is capable of evaluating the merits and risks of the transactions and the fees payable in connection therewith and that it understands and accepts the terms, conditions, and risks of the transactions and such fees. By signing this Agreement, each of the Debtors and the Committee expressly acknowledges that Jefferies does not guarantee, warrant or otherwise provide assurance that the Debtors and the Committee will be able to implement or consummate any Transaction, or any other transaction contemplated herein, or achieve any other result. 11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 12. Exclusive Jurisdiction. EXCEPT AS SET FORTH BELOW, THE PARTIES AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE TERMINATION OR VALIDITY OF THIS AGREEMENT, ANY ALLEGED BREACH
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 8 OF THIS AGREEMENT, THE ENGAGEMENT CONTEMPLATED BY THIS AGREEMENT OR THE DETERMINATION OF THE SCOPE OF APPLICABILITY OF THIS AGREEMENT TO THIS SECTION 12 (ANY OF THE FOREGOING, A CLAIM) SHALL BE COMMENCED IN THE COMMERCIAL DIVISION OF THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS AND SHALL DECIDE THE MERITS OF EACH CLAIM ON THE BASIS OF THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE DEBTORS AND JEFFERIES AGREE AND CONSENT TO PERSONAL JURISDICTION, SERVICE OF PROCESS AND VENUE OF SUCH COURTS, WAIVE ALL RIGHT TO TRIAL BY JURY FOR ANY CLAIM AND AGREE NOT TO ASSERT THE DEFENSE OF FORUM NONCONVENIENS. THE DEBTORS AND JEFFERIES ALSO AGREE THAT SERVICE OF PROCESS MAY BE EFFECTED THROUGH OVERNIGHT MAIL TO THE ADDRESSES SET FORTH OR REFERRED TO IN SECTION 14 HEREOF. THE DEBTORS SHALL PAY ALL OF JEFFERIES COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF COUNSEL) IN AN ENFORCEMENT PROCEEDING IF THE COURT IN SUCH PROCEEDING DETERMINES THAT JEFFERIES IS ENTITLED TO RECOVER AMOUNTS DUE HEREUNDER. THE DEBTORS AND JEFFERIES FURTHER AGREE THAT A FINAL, NON-APPEALABLE JUDGMENT IN RESPECT OF ANY CLAIM BROUGHT IN ANY SUCH COURT SHALL BE BINDING AND MAY BE ENFORCED IN ANY OTHER COURT HAVING JURISDICTION OVER THE PARTY AGAINST WHOM THE JUDGMENT IS SOUGHT TO BE ENFORCED. 13. Payments. All payments to be made to Jefferies hereunder shall be nonrefundable and made in cash by wire transfer of immediately available U.S. funds. The Debtors obligation to pay any fee or expense set forth herein shall be absolute and unconditional and shall not be subject to reduction by way of setoff, recoupment or counterclaim. 14. Announcements, etc. The Committee and the Debtors agree that Jefferies may, following the announcement of a Transaction, describe the Transaction (or prior to a consummation or announcement of a Transaction, Jefferies role as an advisor to the Committee) in any form of media or in Jefferies marketing materials, stating Jefferies role and other material terms of the Transaction and using the Debtors name and logo in connection therewith. The Committee agrees that any press release it may issue announcing a Transaction will, at Jefferies request, contain a reference to Jefferies role in connection with the Transaction in form and substance satisfactory to Jefferies. 15. Notices. Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be mailed or delivered (a) if to the Committee, at the address set
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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 9 forth above, and (b) if to Jefferies, at 520 Madison Avenue, New York, New York 10022, Attention: General Counsel. 16. Miscellaneous This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto. This Agreement may not be assigned by either party hereto without the prior written consent of the other, to be given in the sole discretion of the party from whom such consent is being requested. Any attempted assignment of this Agreement made without such consent shall be void and of no effect, at the option of the non-assigning party. This Agreement is solely for the benefit of the Committee, Jefferies and, to the extent expressly set forth herein, the Indemnified Persons and no other party shall be a third party beneficiary to, or otherwise acquire or have any rights under or by virtue of, this Agreement; provided that Jefferies may, in the performance of its services hereunder, procure the services of other members of the Jefferies Group (as defined above), which members shall be entitled to the benefits and subject to the terms of this Agreement. If any provision hereof shall be held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, or against public policy, such determination shall not affect such provision in any other respect nor any other provision hereof. The Committee, the Debtors and Jefferies shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions. Headings used herein are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in facsimile or other electronic counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement has been reviewed by the signatories hereto and their counsel. There shall be no construction of any provision against Jefferies because this Agreement was drafted by Jefferies, and the parties waive any statute or rule of law to such effect. 17. Patriot Act. Jefferies hereby notifies the Debtors, the Committee, and the Committees members that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act. Pub. L. N 109-177 (Mar. 9, 2006) (the Patriot Act), it is required to obtain, verify and record information that identifies the Debtors, the Committee, and the Committees members in a manner that satisfies the requirements of the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act.
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Official Committee ofUnsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 10 Please sign below and return to Jefferies to indicate your acceptance of the terms set forth herein, and once executed by each of Jefferies and the Committee, this Agreement shall constitute a binding agreement among Jefferies and the Committee as of the date first written above. Sincerely, JEFFERIES & COMPANY,
I
C.
. I ~/
. .>//;/~//~
Accepted and Agreed: OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST
By ______________________
Name: Keith Venezie Title: Co-Chair
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Official Committee ofUnsecl!lred Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 10
Please sign below and return to Jefferies to indicate your acceptance of the terms set forth herein, and once executed by each of Jefferies and the Committee, this Agreement shall constitute a binding agreement among Jefferies and the Committee as of the date first written above. Sincerely,
JEFFERIES & COMPANY, INC.

By _____________________ Name: Leon Szlezinger Title: Managing Director
Accepted and Agreed:
OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS U TRUST
e: Keith Venezie Title: Co-Chair
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SCHEDULE A Reference is made to the engagement letter attached hereto between Jefferies & Company, Inc. (Jefferies), the Committee and the Debtors (each as defined therein) (as amended from time to time in accordance with the terms thereof, the Agreement). Unless otherwise noted, all capitalized terms used herein shall have the meanings set forth in the Agreement. Any and all obligations and agreements of the Debtors under this Schedule A are joint and several, and shall be equally applicable to, and binding upon, each of the Debtors bankruptcy estates and any trustee appointed in the Debtors Cases. As further consideration under the Agreement, the Debtors agree to indemnify and hold harmless Jefferies and its affiliates, and each of their respective officers, directors, managers, members, partners, employees and agents, and any other persons controlling Jefferies or any of its affiliates (collectively, Indemnified Persons), to the fullest extent lawful, from and against any claims, liabilities, losses, damages and expenses (or any action, claim, suit or proceeding (an Action) in respect thereof), as incurred, related to or arising out of or in connection with Jefferies services (whether occurring before, at or after the date hereof) under the Agreement, the Transaction or any proposed transaction contemplated by the Agreement or any Indemnified Persons role in connection therewith, whether or not resulting from an Indemnified Persons negligence (Losses), provided, however, that the Debtors shall not be responsible for any Losses that arise out of or are based on any action of or failure to act by Jefferies and to the extent such Losses are determined, by a final, nonappealable judgment by a court or arbitral tribunal, to have resulted solely from Jefferies gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of the Debtors or the Committee). Each of the Debtors and the Committee agrees that no Indemnified Person shall have any liability to the Debtors or the Committee (or any member thereof) or their respective owners, parents, affiliates, securityholders or creditors for any Losses, except to the extent such Losses are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from Jefferies gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of the Debtors or the Committee). The Debtors agree that it will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party to such Action) unless Jefferies has given its prior written consent, or the settlement, compromise, consent or termination (i) includes an express unconditional release of such Indemnified Person from all Losses arising out of such Action and (ii) does not include any admission or assumption of fault on the part of any Indemnified Person. If, for any reason (other than the gross negligence or willful misconduct of an Indemnified Person as provided above) the foregoing indemnity is judicially determined to be unavailable to an Indemnified Person for any reason or insufficient to hold any Indemnified Person harmless, then the Debtors agree to contribute to any such Losses in such proportion as is appropriate to reflect the relative benefits received or proposed to be received by the Debtors on the one hand and by Jefferies on the other, from the Transaction or proposed Transaction or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Debtors on the one hand and Jefferies on the other, but also the relative fault of the Debtors and Jefferies, as well as any relevant equitable considerations. Notwithstanding the provisions hereof, the aggregate contribution of all Indemnified Persons to all Losses shall not exceed the amount of fees actually received by Jefferies with respect to the services rendered pursuant to the Agreement. Relative benefits to the Debtors, on the one hand, and to Jefferies, on the other hand, shall be deemed
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SCHEDULE A to be in the same proportion as (i) the total transaction value of the Transaction or the proposed Transaction bears to (ii) all fees actually received by Jefferies in connection with the Agreement. The Debtors agree to reimburse the Indemnified Persons for all expenses (including, without limitation, fees and expenses of counsel), including all costs and expenses (including expenses of counsel) incurred by an Indemnified Person to enforce the terms of this Schedule A, as they are incurred in connection with investigating, preparing, defending or settling any Action for which indemnification or contribution has or is reasonably likely to be sought by the Indemnified Person, whether or not in connection with litigation in which any Indemnified Person is a named party; provided that if any such reimbursement is determined by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from Jefferies gross negligence or willful misconduct, such Indemnified Person shall promptly repay such amount to the Debtors. If any of Jefferies professional personnel appears as witness, is deposed or is otherwise involved in the defense of any Action against Jefferies, the Debtors or the Debtors affiliates, officers, managers, directors or employees, the Debtors will pay Jefferies a fee at a rate of $400 to $800 per hour (such rate to be based on the seniority and experience, in Jefferies reasonable discretion, of such personnel) with respect to each hour of preparation for any such appearance, and the Debtors will reimburse Jefferies for all reasonable out-of-pocket expenses incurred by Jefferies by reason of any of its personnel being involved in any such Action. To the extent that the Bankruptcy Court retains jurisdiction over this matter, all requests of Indemnified Persons for payment of indemnity or contribution, shall be made by means of an interim or final fee application and shall be subject to approval of, and review by the Bankruptcy Court to ensure that such payment conforms to the terms of the engagement letter and this schedule, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and other orders of the Bankruptcy Court, and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity or contribution is sought. The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability the Debtors may have to any Indemnified Person at common law or otherwise, (ii) shall survive the expiration or termination of the Agreement or completion of Jefferies services hereunder, (iii) shall apply to any modification of Jefferies engagement, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Jefferies or any other Indemnified Person, (v) shall be binding on any successor or assign of the Debtors and successors or assigns to the Debtors business and assets and (vi) shall inure to the benefit of any successor or assign of any Indemnified Person.
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Hearing Date: September 30, 2010 at 10:00 a.m.

conflicts or other disqualifying circumstances exist or arise.

Notice of this Application has been provided to:

(i) the Office of the

requested, no other or further notice need be given.

this or any other court.

time records similar to those customarily kept by attorneys.

the Committee and Jefferies for compensation to be paid in these cases.

information with respect to the matters contained herein.

Executed: September _f_, 201 0 JEFFERIES & COMPANY, INC.

' I . // / 1- -?// (j ./ --- -I

INNKEEPERS USA TRUST

Schedule A Disclosure of Jefferies & Company, Inc. Potential Parties-in-Interest

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

INNKEEPERS USA TRUST

Apollo Investment Corp.

Apollo Investment Corp. (Maryland BDC)

Merrill Lynch Mortgage Lending Inc.

US Bank National Association

Wells Fargo Bank NA

INNKEEPERS USA TRUST

JEFFERIES & COMPANY, INC.

Accepted and Agreed:

OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS U TRUST

e: Keith Venezie Title: Co-Chair

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