UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

Inre:
INNKEEPERS USA TRUST, et al.,
1
Debtors.
)
)
)
)
)
Chapter 11
Case No. 10-13800 (SCC)
Joint Administration Requested
________________________ )
NOTICE OF FIRST INTERIM FEE APPLICATION
REQUEST OF JEFFERIES & COMPANY, INC.,
FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF INNKEEPERS USA TRUST, ET. AL., FOR INTERIM
ALLOWANCE OF COMPENSATION AND FOR THE REIMBURSEMENT
OF EXPENSES FOR SERVICES RENDERED DURING THE
PERIOD FROM JULY 30, 2010 THROUGH NOVEMBER 30, 2010
The Debtors in these Chapter II Cases, along with the last four digits of each Debtor's federal tax identification
number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (Rl) 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 Comers) LLC (3650);
Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand
Prix Behnont 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 Hi.ll 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 I 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 RIMY 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 Terrn Lessee LLC (9180);
Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063);
Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove
LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial
Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI
Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc.
(7426); KPA RIGG, LLC (6706); KPA RIMY, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons
1
Comer RI, LLC (1327); KPA Washington DC, LLC (1164); KPNGP Ft. Walton LLC (3743); KPNGP
Louisville (HI) LLC (3744); KPNGP Valencia LLC (9816). The location of the Debtors' corporate
headquarters and the service address for their affiliates is; c/o Innkeepers USA, 340 Royal Poinciana Way, Suite
306, Palm Beach, Florida 33480.
2
This is a(n): _x_ interim __ final application.
Name of Applicant:
Authorized to Provide Professional Services to:
Date of Retention:
Period for which Compensation and
Reimbursement Is Sought:
Amount of Compensation Sought as Actual,
Reasonable, and Necessary:
Amount of Expense Reimbursement Sought as
Actual, Reasonable, and Necessary:
Jefferies & Company. Inc.
Official Committee of Unsecured Creditors
October 1. 2010 (nunc pro tunc to July 30.
2010)
July 30. 2010 through November 30, 2010
$508,064.52
1
$23.111.04
PLEASE TAKE NOTICE THAT you can receive a copy of the Interim Application of Jefferies
& Company, Inc. for the Period July 30, 2010 to November 30, 2010 (the "Application") by: (a)
accessing the website maintained by Omni Management Group, LLC ("Omni"), at
www.omnimgt.com/innkeepers; (b) contacting Omni directly at Innkeepers Hospitality c/o Omni
Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California
91436; or (c) accessing the PACER system on the Court's website at www.nysb.uscourts.gov for
a nominal fee.
1
This amount represents 100% of the fees incurred between July 30, 2010 and November 30, 2010.
2
Pursuant to the expense guideline of the United States Trustee that $20 .00 is the maximum amount to be
charged for individual meal, Jefferies respectfully reduces the meals charges incurred by both Jefferies and its
outside counsel, per the invoice attached hereto as Exhibit F, by $162.57 during the First Interim Period. Jefferies
also wrote off $2,560.00 in legal fees related to its outside counsel's non-working travel during the First Interim
Period.
3

Summary of Any Objections to Monthly Applications: None
PLEASE TAKE FURTHER NOTICE that, pursuant to the Court's Order Authorizing the
Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for
Professionals and Official Committee Members, dated August 12,2010 [Docket No. 189] (the
"Interim Compensation Order"), objections, if any, to the Interim Application must be filed with
the Court and served on the Applicant at the address set forth below and the Notice Parties (as
such term is defined in the Interim Compensation Order) so as to be actually received by 4:00
p.m. prevailing Eastern Time on January 28, 2011. If no objections to the Interim Application
are timely filed, the Court may enter an order granting the Interim Application without a hearing.
Dated: New York, New York
January 14,2011
Managing !rector
Jefferies & Company, Inc
520 Madison Avenue, 7th Floor
New York, New York 10022
Telephone: (212) 323-3918
4
'
Hearing Date and Time: TBD
Objection Deadline: January 28, 2011 at 4:00p.m. (Prevailing Eastern Time)
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------X
Inre
Chapter 11
Case No. 10-13800 (SCC)
INNKEEPERS USA TRUST, eta!.,
Jointly Administered
Debtors.
--------------------------------------X
FIRST INTERIM APPLICATION OF JEFFERIES & COMPANY, INC.,
FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF INNKEEPERS USA TRUST, ET. AL., FOR INTERlM
ALLOWANCE OF COMPENSATION AND FOR THE REIMBURSEMENT
OF EXPENSES FOR SERVICES RENDERED DURING THE
PERIOD FROM .TUL Y 30, 2010 THROUGH NOVEMBER 30, 2010
Jefferies & Company, Inc. ("Jefferies" or "Applicant"), financial advisor for the Official
Committee of Unsecured Creditors (the "Creditors' Committee") in the Chapter 11 cases of
Innkeepers USA Trust and its affiliated debtors and debtors in possession (collectively, the
"Debtors"), hereby submits its frrst application (the "Application"), pursuant to (i) Sections 330
and 331 of Title 11 of the United States Code (the "Bankruptcy Code"), (ii) Rule 2016 of the
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), (iii) Administrative Order M-
151, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of
New York Bankruptcy Cases (the "Amended Guidelines"), (iv) the Order of this Court, dated
August 12, 2010 (the "Monthly Compensation Order"), Establishing Procedures for Monthly
Compensation and Reimbursement of Expenses for Professionals and Members of Official
Committees, (v) the guidelines promulgated by the Office of the United States Trustee applicable
to the Application for compensation and reimbursement of expenses (the "U.S. Trustee
1
'I
.
Guidelines"), and (vi) the Order of this Court, dated October I, 2010 (the "Final Retention
Order"), Approving the Employment of Jefferies & Company, Inc. as Financial Advisor to the
Official Committee of Unsecured Creditors, for the interim allowance of compensation for
services rendered and for reimbursement of expenses incurred in connection therewith during the
period from July 30, 2010 through November 30, 2010 (the "First Interim Period"), and in
support thereof respectfully states as follows:
JURISDICTION AND VENUE
1. The Conrt has jurisdiction over this Motion under 28 U.S.C. 157 and 1334.
Venue is proper under 28 U.S.C. 1408 and 1409. This is a core proceeding under 28 U.S.C.
157(b)(2).
BACKGROUND
2. On July 19, 2010 (the "Petition Date"), each of the Debtors filed a petition with
the Court under Chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases"). The Debtors have
continued in possession of their property and continue to operate and manage their businesses as
debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No
request has been made for the appointment of a trustee in the Chapter 11 Cases. On August 11,
2010, an Ad Hoc Committee of Preferred Shareholders filed a motion seeking appointment of an
examiner, which was denied on October 19, 2010.
3. On July 28, 2010, the United States Trustee for the Southern District of New York
(the "United States Trustee") appointed the five (5) member Creditors' Committee pursuant to
Section 1102(a)(1) of the Bankruptcy Code?
3 The members of the Creditors' Conunittee are: JMC Global, PDQ Consulting, Inc., Triangle Renovations USA, American Hotel
Registry Company and The Eric Ryan Corporation.
2
RETENTION OF .JEFFERIES
4. Subsequent to its appointment, the Creditors' Committee selected Jefferies as its
financial advisor. On September 9, 2010, the Creditors' Committee filed an Application (the
"Jefferies Retention Application"), for an Order pursuant to Sections 328(a) and 1103 of the
Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Rule 2014-1 of
the Local Bankruptcy Rules for the Southern District of New York (the "Local Bankruptcy
Rules") seeking authorization to retain Jefferies as its financial advisor, nunc pro tunc to July 30,
2010, to perform professional services including, but not limited to the following:
(a) to become familiar with, to the extent Jefferies deems
appropriate, and analyze the business, business plan,
operations, assets, financial condition and prospects of the
Debtors;
(b) advising the Creditors' Committee on the current state of
the "restructuring market";
(c) assisting and advising the Creditors' 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
Creditors' Committee in developing its own strategy for
accomplishing a Transaction;
(d) assisting and advising the Creditors' 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 Creditors' Committee m
evaluating potential financing transactions by the Debtors;
(f) assisting and advising the Creditors' Committee on tactics
and strategies for negotiating with other stakeholders;
3
(g) attending meetings of the Creditors' Committee with
respect to matters on which Jefferies has been engaged to
advise the Creditors' Committee hereunder;
(h) providing testimony, as necessary and appropriate, with
respect to matters on which Jefferies has been engaged to
advise the Creditors' 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 Creditors'
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.
5. On September 23, 2010, Midland Loan Services, Inc. ("Midland") filed an
objection to the Jefferies Retention Application.
6. On September 28, 2010, the Creditors' Committee. filed a response to Midland's
objection.
7. On October 1, 2010, the Court entered the Final Retention Order, which
authorized the Creditors' Committee to retain Jefferies, as financial advisor, pursuant to Sections
328(a) and 1103 of the Bankruptcy Code, nunc JrrQ tunc to July 30, 2010. The Final Retention
Order is attached hereto as Exhibit A.
COMPENSATION
8. Pursuant to the engagement letter between the Creditors' Committee and
Jefferies, dated September 8, 2010, a copy of which is attached hereto as Exhibit B (the
"Engagement Letter"), as approved by the Final Retention Order, in consideration for the
services provided to the Creditors' Committee, the Debtors have agreed to pay Jefferies,
pursuant to Section 328 of the Bankruptcy Code, and subject to the final approval of the
Bankruptcy Court, a monthly fee (the "Monthly Fee") equal to $125,000 per month, being
deemed to have accrued beginning on July 30,2010.
4
9. Pursuant to the Engagement Letter and the Final Retention Order, Jefferies is also
entitled to reimbursement for all court-approved out-of-pocket expenses (including reasonable
fees and expenses of its counsel) incurred by Jefferies in connection with the engagement, other
than counsel fees for services provided to Jefferies that are duplicative of services provided by
counsel to the Creditors' Committee's counsel and which do not relate to issues affecting
Jefferies.
10. Pursuant to the Final Retention Order and the Monthly Compensation Order,
during the First Interim Period, Jefferies filed with the Court and submitted to the Debtors, and
the other appropriate notice parties, monthly statements (each, a "Monthly Fee Statement")
documenting the fees and expenses it incurred in connection with the services Jefferies provided
to the Creditors' Committee during such time.
11. On November 11, 2010, Jefferies filed the First Monthly Fee Statement, covering
the period from July 30, 2010 through and including September 30, 2010, and served it upon the
notice parties. No objections were received and on December 14, 2010, Jefferies received a
payment of $208,760.61, which represents 80% of total fees and 100% of total expenses for the
First Monthly Fee Statement.
12. On January 6, 2011, Jefferies filed the Second Monthly Fee Statement, covering
the period from October 1, 2010 through and including October 31, 2010, and served it upon the
notice parties. To date, no objections have been received. As of the filing date of this
Application, Jefferies has not received any payments with respect to the Second Monthly Fee
Statement because the objection period has not yet passed.
13. On January 13, 2011, Jefferies filed the Third Monthly Fee Statement, covering
the period from November 1, 2010 through and including November 30, 2010, and served it
5
upon the notice parties. To date, no objections have been received. As of the filing date of this
Application, Jefferies has not received any payments with respect to the Third Monthly Fee
Statement because the objection period has not yet passed.
14. The amounts payable to Jefferies for services rendered during the First Interim
Period are set forth below.
Requested
Requested
Total
Fees Expenses
Fees Held
Month
Fees (100%)
Expenses
Requested
Previously Previously
Back (20%)
(100%) Paid Paid
July 30-
$206,451.62 $2.308.99 $208,760.61 $206,451.62 $2,308.99 $51,612.90
Sei>tember 30 2010
October 2010 $125,000.00 $3,241.40 $103,241.40 $0.00 $0.00 - $25,000.00
November 2010 $125,000.00 $20,233.22 $120,233.22 $0.00 $0.00 $25,000.00
Ex!>ense Crediting' ($2,722.57)
TOTAL
$508,064.52 $23,111.04 $531,175.56 $206,451.62 $2,308.99 $101,612.90
RELIEF REQUESTED
15. By this Application, Jefferies seeks entry of an order: (i) granting interim
allowance and award of compensation for the professional services rendered by it as financial
advisor for the Creditors' Committee during the First Interim Period, consisting of fees in the
amount of $508,064.52, plus reimbursement of actual and necessary expenses incurred by
Jefferies during the First Interim Period in the amount of $23,111.04 for a total of $531,175.56;
and (ii) authorizing and directing the Debtors to make payment in respect of 100% of such fees
and expenses.
4
Pursuant to the expense guideline of the United States Trustee that $20 .00 is the maximum amount to be
charged for individual meal, Jefferies respectfully reduces the meals charges incurred by both Jefferies and its
outside counsel, per the invoice attached hereto as Exhibit F, by $162.57 during the First Interim Period. Jefferies
also wrote off $2,560.00 in legal fees related to its outside counsel's non-working travel during the First Interim
Period.
6
16. As stated in the certification of Leon Sz1ezinger, annexed hereto as Exhibit C, all
of the services for which interim compensation is songht herein were rendered for or on behalf of
the Creditors' Committee in connection with these Chapter 11 Cases.
17. Jefferies has not entered into any agreement, express or implied, with any party in
interest for the pnrpose of fixing or sharing fees or other compensation to be paid for
professional services rendered in these cases.
18. The fees charged by Jefferies during the First Interim Period have been billed in
accordance with the Final Retention Order and the Engagement Letter. The fees that Jefferies is
charging for the services rendered by its professionals in these Chapter 11 Cases are comparable
to the fees charged by Jefferies for professional services rendered in comparable non-bankruptcy
related matters. Such fees are reasonable based on the customary compensation charged by
similarly skilled practitioners in comparable non-bankruptcy cases in the competitive national
financial advisory market.
19. Pursuant to the U.S. Trustee Guidelines, attached hereto as Exhibit D, is a
schedule setting forth all Jefferies' professionals who have performed services in these Chapter
11 Cases during the First Interim Period, the capacities in which each such individual is
employed by Jefferies, and the estimated aggregate number of hours expended by each such
individual in this matter.
20. Pursuant to the U.S. Trustee Guidelines, attached hereto as Exhibit E, is a
schedule specifying categories of expenses for which Jefferies is seeking reimbursement and the
total amount of expenses requested in each such category.
21. In addition to the fees and expenses described in the U.S. Trustee Guidelines,
Jefferies incurred legal expenses that were not duplicative of the services performed by the
7
Creditors' Committee's counsel. Reimbursement of such legal fees are expressly covered under
paragraph 5 of the Engagement Letter, which was approved pursuant to the Final Retention
Order. Jefferies retained outside counsel during the First Interim Period for services that included
its contested retention. A copy of the invoice detailing the legal fees incurred by Jefferies is
annexed hereto as Exhibit F.
22. Pursuant to the Final Retention Order and the U.S. Trustee Guidelines, a summary
of Jefferies' time records for the First Interim Period is annexed hereto as Exhibit G. As set forth
in the Jefferies Retention Application, it is not the general practice of investment banking firms
to keep detailed time records similar to those customarily kept by attorneys and other
professionals who are compensated on an hourly basis. Jefferies' restructuring professionals,
when formally retained in Chapter II cases and when required by local rules, do, and in these
Chapter 11 Cases have, kept time records describing their general daily activities, the identity of
restructuring professionals who performed such activities, and the estimated amount of time
expended on such activities on a daily basis. Consistent with the terms of the Final Retention
Order, however, Jefferies has maintained a daily time log detailing, in half hour increments, the
activities and services performed by Jefferies on behalf of the Creditors' Committee during the
First Interim Period.
23. To the extent that any fees or expenses were incurred by Jefferies during the First
Interim Period, but were not processed by Jefferies prior to the preparation of this Application,
Jefferies hereby reserves the right to request approval of such fees and expenses in its future fee
applications.
8
SUMMARY OF SERVICES RENDERED
24. Since July 30, 2010, Jefferies has rendered professional services to the Creditors'
Committee as requested and as necessary and appropriate in furtherance of the interests of the
Debtors' unsecured creditors.
25. Jefferies provided a wide variety of investment banking, financial and
restructuring advisory services for the Creditors' Committee during the First Interim Period,
including, but not limited to the following:
Performance of Due Diligence
26. In order to best understand and evaluate the Debtors' business, strategy, prospects
and assets, Jefferies continued to perform significant due diligence with respect to the Debtors.
As part of its due diligence, Jefferies had numerous telephonic meetings with many of the
Debtors' professionals and senior executives and requested and reviewed voluminous material
provided by the Debtors and their professionals regarding their operations, assets, financial
statements, environmental liabilities, contractual obligations, potential business divestitures and
employees. Jefferies also reviewed and analyzed the various motions filed by the Debtors and
other parties in interest.
27. The due diligence efforts performed by Jefferies continued to be essential in
helping the Creditors' Committee formulate a view on the appropriate form of the Debtors'
restructuring and potential claims against third parties. Jefferies prepared detailed reports for the
Creditors' Committee related to such information. In addition, based upon the work performed
to date, Jefferies has continually updated the Creditors' Committee with various presentations
regarding the status and conclusions reached.
9
Committee Meetings
28. During the First Interim Period, the Creditors' Committee held conference calls
and email discussions regarding time-sensitive issues relating to the Chapter 11 Cases. Jefferies'
professionals participated in such Creditors' Committee meetings and email discussions,
providing recommendations and advice with respect to a number of business and financial issues,
as well as updates on ongoing discussions, activities and negotiations with the Debtors, the Ad
Hoc Equity Committee and other parties. Such meetings provided a forum for the Creditors'
Committee members to exchange ideas and raise questions concerning matters of paramount
concern to unsecured creditors. The meetings also provided a forum for Jefferies to
communicate the findings of its various due diligence activities and analyses and to npdate the
Creditors' Committee on the Debtors' financial performance.
General Corporate Finance
29. Jefferies' activities in this project area included working with the Creditors'
Committee and other creditors to understand, evaluate and comment on the Debtors' business
and review the Debtors' financial performance and projections. As part of its activities, Jefferies
considered all of the information gathered during due diligence activities and used such
information, as well as proprietary information available within Jefferies, to provide advice to
the Creditors' Committee regarding the Debtors' current positioning. Additionally, Jefferies
reviewed the Debtors' monthly operating reports, weekly cash flow projections, and any other
financial information that was relevant to the Debtors' operations.
30. Additional Jefferies activities included responding to questions by individual
Creditors' Committee members regarding specific issues related to the Debtors' financial
operations.
10
Communications with Non-Committee Creditors
31. Throughout the First Interim Period, Jefferies participated in numerous
conversations/meetings with representatives of creditor constituencies that do not serve on the
Creditors' Committee. Jefferies communicated with these parties, on behalf of the Creditors'
Committee, and responded to concerns and issues regarding the Chapter 11 Cases. Jefferies
provided the Creditors' Committee with regular updates on these discussions.
Meetings and Analysis Conducted with the Creditors' Committee, the Debtors, Midland
Loan Services, Inc., other Parties-in-Interest and other Professionals in these Chapter 11
Cases
32. Jefferies' assisted the Creditors' Committee in preparing for and participating in
meetings, negotiations and other communications with the Debtors and other constituencies.
Moreover, Jefferies attended and participated in due diligence and strategy sessions with the
Debtors, including, in particular, conversations with other parties-in-interest. Jefferies also
attended and participated in internal meetings and telephone conferences with Creditors'
Committee members and other constituencies to discuss the status of the Debtors' cases and
future steps to be taken during the restructuring process. Such relevant topics include the
evaluation of specific individual claims by certain creditors against the Debtors, changes to the
Debtors operations and financial forecasts, ongoing plan of reorganization discussions and
development and the ongoing discussions and meetings between the Debtors.
Analysis and Diligence of 2007 Transaction
33. During the First Interim Period, Jefferies began its analysis of the Debtors' 2007
LBO transaction.
34. Debtors' counsel provided Jefferies with a voluminous amount of documents and
correspondence dated at or around the time of the transaction. Jefferies reviewed and analyzed
these materials and provided updates to both the Creditors' Committee and its counsel.
11
Claims Analysis
35. Jefferies extensively reviewed and analyzed the claims filed against the Debtors
to determine the feasibility of a consensual plan of reorganization that would be fair to all
unsecured creditors.
36. Jefferies also worked with Creditors' Committee counsel to review and analyze
the Debtors' proposed settlements with various claimants to allow their claims and determine
whether these and other proposed settlements were in the best interests of unsecured creditors.
General Chapter 11 Administration
37. Jefferies prepared its Monthly Fee Statements and attended to various general and
administrative tasks such as billing and related communications, as well as other day to day
operations that do not fall into other project areas.
THE REQUESTED COMPENSATION SHOULD BE ALLOWED
38. Section 331 of the Bankruptcy Code provides for the interim compensation of
professionals and incorporates the standards of Section 330 of the Bankruptcy Code to govern
the award of such compensation. 11 U.S.C. 331. Section 330 of the Bankruptcy Code
provides that a court may award a professional employed under Section 327 or 1103 of the
Bankruptcy Code, subject to Sections 326, 328, and 329, "reasonable compensation for actual,
necessary services rendered ... and reimbursement for actual, necessary expenses." 11 U.S.C.
330(a)(1). Section 330 of the Bankruptcy Code also sets forth the criteria for the award of such
compensation and reimbursement:
In determining the amount of reasonable compensation to be
awarded, the court shall consider the nature, the extent, and the
value of such services, taking into account all relevant factors,
including-
(A) the time spent on such services;
12
(B) the rates charged for such services;
(C) whether the services were necessary to the
administration of, or beneficial at the time at
which the service was rendered toward the
completion of, a case under this title;
(D) whether the services were performed within
a reasonable amount of time commensurate
with the complexity, importance, and nature
of the problem, issue, or task addressed;
(E) with respect to a professional person,
whether the person is board certified or
otherwise has demonstrated skill and
experience in the bankruptcy field; and
(F) whether the compensation is reasonable
based on the customary compensation
charged by comparably skilled practitioners
in cases other than cases under this title.
11 U.S.C. 330(a)(3); see also Johnson v. Georgia Highway Express. Inc., 488 F.2d 714,717-18
(5th Cir. I 974) (specifying various factors to be used in determining the reasonableness of
attorneys' fees); Am. Benefit Life Ins. Co. v. Baddock (In re First Colonial Com. of America),
544 F.2d 1291, 1298-99 (5th Cir. 1977) (applying the Johnson factors to the bankruptcy context).
39. In the instant case, Jefferies respectfully submits that the services for which it
seeks compensation in this Application were necessary for and beneficial to the Creditors'
Committee, and were consistently performed in a timely and considered manner commensurate
with the complexity and importance of the issues involved. Jefferies further respectfully submits
that the professional services for which compensation is sought hereby were reasonably and
necessarily incurred in connection with these Chapter 1 I Cases.
ACTUAL AND NECESSARY EXPENSES OF .JEFFERIES
40. As set forth in Exhibit E hereto, Jefferies expended $23,111.04 in out-of-pocket
expenses relating to its professional services during the First Interim Period. These charges are
13
intended to cover Jefferies' direct operating costs related to this engagement, which costs are not
incorporated into Jefferies' aggregate fees.
41. The time constraints imposed by the circumstances of these cases have required
Jefferies' professionals and other employees at times to devote time during the evenings and on
weekends to the performance of financial advisory services on behalf of the Creditors'
Committee. These extraordinary services were essential to meet deadlines, to respond in a
timely fashion to daily inquiries from creditors and other parties-in-interest, and to satisfy the
demands of the Creditors' Committee. While Jefferies has not charged the Creditors' Committee
for any overtime expenses, professionals and other employees of Jefferies who worked late into
the evenings or on weekends were reimbursed for their reasonable meal costs and their cost for
transportation from the office to home. Jefferies' regular practice is not to include these types of
charges in overhead when establishing fees, and to instead charge its clients for these and all
other out-of-pocket disbursements incurred during the regular course of the rendition of services
to such clients.
NOTICE
42. In accordance with the Monthly Compensation Order, Jefferies will provide
copies of this Application to: (i) this Court; (ii) the Office of the United States Trustee; (iii) the
Debtors and their counsel; (iv) counsel for the Creditors' Committee; (v) counsel to Midland
Loan Services, Inc.; and (vi) counsel to Certain Prepetition Lenders.
14
CONCLUSION
WHEREFORE, Jefferies respectfully requests that this Court enter an Order
(a) approving the allowance of, and awarding to Jefferies, $508,064.52 of fees for professional
services rendered to the Creditors' Committee during the period from July 30, 2010 through and
including November 30, 2010; (b) approving the reimbursement of Jefferies' actual, necessary,
and reasonable expenses incurred in connection with rendering such services during the period
from July 30, 2010 through and including November 30, 2010 in the amount of $23,111.04; (c)
authorizing and directing the Debtors to pay the fees and expenses awarded; and (d) granting
such other and further relief as this Court may deem just and proper.
Dated: New York, New York
January 14, 2011
I r
JEFFERIES'& o'O
/ l
Leon Szlezinger
Managing Director
Jefferies & Company, Inc.
520 Madison Avenue, 7th Floor
New York, New York 10022
Telephone: (212) 323-3918
15
EXHIBIT A
Final Retention Order
UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
In re
INNKEEPERS USA TRUST, eta!.,
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
Upon the application, dated September 9, 2010, of the Official Committee of
Unsecured Creditors (the "Committee") oflnnkeepers 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"i; 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
1
The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtor's federal tax
identification number can be found by visiting the Debtors' restructuring website at
W\VV/.omnimgt.com/innkeepersor by contacting Omni Management Group, LLC at Innkeepers USA Trust
c/o Ornni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California
91436. The location of the Debtors' corporate headquarters and the service address for their affiliates is:
c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
Application.
)
::.j
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 (i)
the objection to the Application filed by Midland Loan Services, Inc. and the joinders
filed by Wells Fargo, N.A., C-III Asset Management, and CW Capital Asset
. - ~
Management (collectively, the "Objections") and (ii) the statements of counsel with
,1 respect to the Application at a hearing before the Court (the "Hearing"); and it appearing
'
"'j
:.j
that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334;
~
. i
and it further appearing that this matter is a core proceeding pursuant to 28 U.S.C.
:I
I
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
ORDERED that the Objections, to the extent not withdrawn at the Hearing, are
overruled and 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 Engagement Letter 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:
ny-942261
2
ny-942261
(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 m
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
(i) rendering such other fmancial 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 fmancial advisory support related to any
threatened, expected, or initiated litigation.
3
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 the last sentence of Section 4(a), the first paragraph of Section
4(b ), and the third and fourth sentences of Section 7 of the Engagement Letter shall be
deleted; and it is further
ORDERED that, in the event of a change in circumstances, the Committee shall
retain the right to file an application (a "Supplemental Application") with the Court at a
future date seeking to supplement the Engagement Letter to expand the scope of services
provided by Jefferies in order to address such changed circumstances in these cases, and
the rights of all parties in interest to object and be heard with respect to any Supplemental
Application are hereby preserved; 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
ny-942261
4
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, as defined in the Engagement Letter (and as modified in this Order), 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 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 indemnity 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
Jefferies's 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
ny-942261
5
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 Person's 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 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 Trustee's 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 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 this Order shall neither authorize the Debtors to use any cash
collateral (as defined in section 363(a) of the Bankruptcy Code) nor prejudice any
ny-942261
6
entities' rights with respect to any request by the Debtors to use cash collateral. Nothing
in this Order shall affect in any way the Interim Order (A) Authorizing the Debtors to (i)
Use the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate
Protection to the Adequate Protection Parties Pursuant to 11 U.S. C. 361, 362, and
363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001 (b) [Docket
No. 54] or any subsequent order entered granting the relief requested in the Debtors'
Motion for the Entry of Interim and Final Orders (A) Authorizing the Debtors to (i) Use
the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate Protection to
the Adequate Protection Parties Pursuant to 11 U.S. C. 361, 362, and 363, (B) to the
Extent Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain
Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order,
Granting Administrative Priority Status to Certain Postpetition Intercompany Claims,_
and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001 (b) [Docket No.
13]. Further, nothing in this Order shall affect in any way any special servicer' s right to
object to the use of its cash collateral to fund all or part of the fees and expenses of
professionals compensated from the Debtors' bankruptcy estates in monthly, interim, or
final fee requests nor rule on the appropriateness of such cash collateral use or any
entities' rights with respect thereto; and it is further
ORDERED that the relief granted herein shall be binding upon any chapter II
trustee appointed in these chapter II cases, or upon any chapter 7 trustee appointed in the
event of a subsequent conversion of these chapter II cases to cases under chapter 7; and
itis further
ORDERED that notwithstanding any provision to the contrary in the Application
ny-942261
7
. '
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: October 1, 2010
New York, New York
ny-942261
Is/Shelley C. Chapman
The Honorable Shelley C. Chapman
United States Bankruptcy Judge
8
EXHffiiTB
Engagement Letter
Engagement Letter
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 V enezie
Co-Chairman
Re: Advisory Services
Strictly Confidential
September 8, 2010
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.
I. 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) ass1stmg 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;
ny-935955
Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al.
September 8, 2010
Page 3
(e) ass1stmg and advising the Committee m 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
ny-935955
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 f()r 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
Committee's 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
ny-935955
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 confrrmability 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
ny-935955
Official Committee of Unsecured Creditors oflnnkeepers USA Trust, et a!.
September 8, 2010
Page 6
any termination ofthis 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 32S(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 ofthe 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
ny-935955
Official Committee of Unsecured Creditors oflnnkeepers USA Trust, et a!.
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 Committee's 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 Committee's
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 liabilitie's 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
ny-935955
Official Committee of Unsecured Creditors of Innkeepers USA Trust, eta!.
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 NON-
CONVENIENS. 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 AMOlJNTS 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 non-
refundable 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. Aonouncements. 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
ny-935955
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
Committee's 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 Committee's 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.
ny-935955
,...:
Official Committee o:fUrts:etutedCreditors llf'Innkeepers USA etal.
Sept!lll1bet 8, 2:01!)

1111\1 to yoW' 9fthe
herein, andoJ:Iceexcutdbyeach oJefferls;and the
constitutcha binding agJeent<rot among Jefferies 1\!ldllie Committee a&:.:pfthe date; :(jf$f
written above,
Sincerely,
JEli'FEIPE$8cCOl'tiP;.\I'tl\ C;
i' i l
.. .. /zJlixl" '
Acce,pted and
OFFICIAL COMMlrtEEOF UNSEet!RED CREDITORS OF
INNKEEPERS/USA TRllS"f

Name: kllith Veneiie
'I'itli:;
ny-935955
Official Committee of Unsecnred Creditors of Innkeepers USA Trust, et al.
September 8, 2010
Page 10
Please sign below and retwn to Jefferies to indicate your acceptance of the terms set forth
herein, and once executed by each of J e:fferies and the Committee, this Agreement shall
constitute a binding agreement among Jefferies and the Committee as of the dare first
written above.
Accepted and Agreed:
Sincerely,
JEFFERIES & COMPANY, INC.
B y ~ - - ~ ~ ~ ~ - - - - - -
Name: Leon Szlezinger
Title: Managing Director
OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
INNKEEPERS U TRUST
ny-935955
..
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 Person's role in connection
therewith, whether or not resulting from an Indemnified Person's 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, 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).
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
ny-935955
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 Indenmified 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
indenmification or contribution has or is reasonably likely to be sought by the Indemnified Person,
whether or not in connection with litigation in which any Indenmified 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 Indenmified 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
Indenmified Persons for payment of indenmity 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 indenmity or contribution is sought.
The indenmity, contribution and expense reimbursement obligations set forth herein (i) shall be in
addition to any liability the Debtors may have to any Indenmified 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 Indenmified 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 Indenmified Person.
ny-935955
EXHffiiTC
Certification of Leon Szlezinger
:
:-
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------X
In re
INNKEEPERS USA TRUST, eta!.,
Debtors.
--------------------------------------X
CERTIFICATION
Chapter II
Case No. 10-13800 (SCC)
Jointly Administered
LEON SZLEZINGER, under penalty of perjury, certifies and says:
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 with offices located world-wide. Jefferies has acted as financial advisor to and
rendered professional services on behalf of the Official Committee of Unsecured Creditors (the
"Creditors' Committee") appointed in the Chapter 11 cases of Innkeepers USA Trust and its
affiliated debtors and debtors in possession (collectively, the "Debtors").
2. This certification is submitted in support of Jefferies' first interim application (the
"Application"), pursuant to (i) Sections 330 and 331 of Title 11 of the United States Code,
(ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure, (iii) Administrative Order M-151,
Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New
York Bankruptcy Cases (the "Amended Guidelines"), (iv) the Order of this Court, dated August
12, 2010, Establishing Procedures for Monthly Compensation and Reimbursement of Expenses
for Professionals and Members of Official Committees, (v) the guidelines promulgated by the
Office of the United States Trustee applicable to the Application for compensation and
I
_..',
reimbursement of expenses (the "U.S. Trustee Guidelines") and (vi) the Order of this Court,
dated October I, 2010, Approving the Employment of Jefferies & Company, Inc. as Financial
Advisor to the Official Committee of Unsecured Creditors, for the interim allowance of
compensation for services rendered and for reimbursement of expenses incurred in connection
therewith during the period from July 30, 2010 through November 30, 2010.
3. I hereby certify that:
a) I have read the Application.
b) To the best of my knowledge, information and belief formed after a
reasonable inquiry, the fees and disbursements sought in the Application
fall within the Amended Guidelines and the U.S. Trustee Guidelines, as
modified by any orders of this Court, except as specifically noted in this
Certification and in the Application.
c) The fees and disbursements sought are billed at rates and in accordance
with practices customarily employed by Jefferies and generally accepted
by Jefferies' clients.
d) In providing a reimbursable service, Jefferies does not make a profit on
that service, whether the service is performed by Jefferies in-house or
through a third party.
4. This Application is being served upon: (i) this Court; (ii) the Office of the United
States Trustee; (iii) the Debtors and their counsel; (iv) counsel for the Creditors' Committee;
(v) counsel to Midland Loan Services, Inc.; and (vi) counsel to Certain Prepetition Lenders.
2
I certify under penalty of perjury that the foregoing is true and 7rrect
Dated: New York, New York / /J /;J
January14,2011 ~ - - ~ ~ ~ - , ~ ~ ~ ~ ~ ~ ~ - - - - - - - - - - - - - - -
Leon Szl zinger i
Managing Direcior
EXHIBITD
Schedule of Jefferies' Professionals

Jefferies & Company, Inc.
Summary of Hours Worked
July 30, 2010- November 30, 2010
Name Position Hours Worked
Leon Szlezinger Managing Director, Recapitalization and Restructuring Group 168.0
Frank Merola Managing Director, Recapitalization and Restruct'!ring Group 58.0
Alexander Rohan Senior Vice President, Recapitalization and Restructuring Group 221.0
John D'Amico Associate, Recapitalization and Restructuring Group 459.0
Sunil Suri Associate, Generalist 232.5
Patrick Morrow Analyst, Recapitalization and Restructuring Group 207.5
Scott Sublett Analyst, Recapitalization and Restructuring Group 247.0
Total 1,593.0
Other Jefferies professionals who participated but do not keep hours:
Justin Despirito Legal Counsel
EXHIDITE
Statements of Actual and Necessary Expenses
Jefferies & Company, Inc. Actual and Necessary Expenses
for First Interim Period
from July 30. 2010 through November 30, 2010
EXPENSES:
Accommodations
Legal Fees
Meals
Phone/Fax
Presentation Services
Research Reports
Transportation - Ground
Crediting
5
TOTAL
$924.48
$18,622.99
$1,912.35
$31.19
$2,048.00
$400.00
$1,894.60
($2,722.57)
$23,111.04
5
This amount consists of $162.57 in meal expenses written off during the First Interim Period. Jefferies
also wrote off $2,560.00 in legal fees related to its outside counsel's non-working travel during the First Interim
Period for a total reduction of $2,722.57.
EXHIBITF
Invoice for Legal Services
PrintMatterlnvoiceDetai!Page
Page 1 of2
Invoice Number: 1258914 Matter Name: Innkeepers USA Currency Type: USD
System Id: 4470809 Matter Number: 901 Gross Amount $18,622.99
Invoice Date: 11/18/2010 Client Billed: Jefferies & Company, Inc. Vendor Adjustments: $0.00
Service Start Date: 9/23/2010 Address: 520 Madison Avenue Billed Amount $18,622.99
Service End Date: 10/1/2010 City: New York City Reviewer Adjustments: $0.00
Status: Processed Country: United States ITP Adjustments: $0.00
Vendor: SNR Denton US LLP State/Province: New York Sub Total: $18,622.99
Address: 7800 Willis Tower Zip/Post: 10022 Tax: $0.00
233 South Wacker Drive Client Tax Reg.: 95-2622900 Total: $18,622.99
City: Chicago Processing Discount: $0.00
Country: United States Vendor Total: $18,622.99
State/Province: Illinois Credit: $0.00
Zip/Post: 60606-6448 Tax Credit: $0.00
Vendor Tax Reg.: 36-1796730 Total with Credit: $18,622.99
Billing Office Name:
Invoice Description: Interim
Line Items
I !Timekeeper
!Task !Activity !work Location !Narrative
I
Vendor I ITP I Reviewer
Rate! Units I Amount Adjustment Adjustment Adjustment
9/23/2010 Labuda, Thomas 8160
111 Flags
A106
UNITED STATES
(US)
Conference with J.
DeSpinto and L. Szlezinger
re retention hearing. $640.00 0.50 $320.00
IEI<>!L-......... .. .. . . ..
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
........ ..... rgtes . ,,_..... ... --
A106
UNITED STATES
(US)
confe;:ence-;;:;ith Mc;rrfson-
& Foerster rehearing
strategy; conferences with
J. DeSpirito and L
Szlezinger re same. $640.00 0.80 $512.00 9/24/2010 Labuda, Thomas 8160
11 Flags
g. . ... .... . -- . ..... .... .. ......... . ...... ........ .
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
rate does not match rates
9/24/2010 Labuda, Thomas 8160 $448.00
Flags
. .... . ......... ... ................. .........
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
does not match rates
9/28/2010 Labuda, Thomas 8160 A103
a Flags
UNITED STATES
(US)
on
response brief; work on
declaration. $640.00 2.30 $1,472.00
[l-i".9 ....... .. .. .. ..
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
does not match . ., .................... .
ancremaJTswittt
9/28/2010 Labuda, Thomas 8110 A106
Flags
Morrison & Foerster re
disinterestedness issues;
conferences with client re
UNITED STATES declaration, comps and
(US) hearing preparation. $640.00 1.00 $640.00
lf1;)9 . .... - . . - .. .. .. ... ... .............. ... .. -
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
rate __ __!l_?.t match .. r:ates
UNITED STATES Travel to NY for retention
9/29/2010 Labuda, Thomas 8195 A101 (US) hearing $640.00 3.00 $1,920.00
Flags
[Fi<19 . .. . . ... ................ . ..... . ... ... .......... . .. ... ....... . .. ............ . ..
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
does not match
9/29/2010 Labuda, Thomas 8160
Flags
A106
UNITED STATES
(US)
Emails and calls with L.
Szlezinger and l.
Marinuzzi re retention
terms and draft retention
order. $640.00 1.30 $832.00
. . .. .
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
rate does rates .. - ..
UNITED STATES PreparatJ()ri"fOr'
9/29/2010 Labuda, Thomas 8110
11 Flags
A101 (US) hearing. $640.00 2.00 $1,280.00
$0.00 $0.00 $0.00 $320.00
$0.00 $0.00 $0.00 $512.00
$0.00 $0.00 $0.00 $448.00
$0.00 $0.00 $0.00 $1,472.00
$0.00 $0.00 $0.00 $640.00
$0.00 $0.00 $0.00 $1,920.00
$0.00 $0.00 $0.00 $832.00
$0.00 $0.00 $0.00 $1,280.00
https://www.tymetrix360.com//Invoicing/MatterlnvoiceUI!PrintMatterlnvoiceDetailPage.aspx?_qry=6sui... 11/29/2010
PrintMatterlnvoiceDetai!Page Page 2 of2
..... - -. _ - . ... . . -- __ . . .. - -- - ..
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360" .. Partner: Invoice line item
rate does not match approved .rates
9/30/2010 Labuda, Thomas 8160 A109
Flags
UNITED STATES
(US)
Prepare fur and ;lttend
hearing on retention
application. $640.00 8.80 $5,632.00
- . -- ---- . - ... . .. ... . ..... ....... ..... ...... ...
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper In TyMetrix 360" .. Partner:.Invoice line item
rate does rates ------- _ _ _ ,. ,, .. _
UNITED STATES Return travel from NY to
9/30/2010 Labuda, Thomas 8195 A101 (US) Chicago. $640.00 5.00 $3,200.00
Flags
$0.00 $0.00 $0.00 $5,632.00
$0.00 $0.00 $0.00 $3,200.00
I Flag . . . ...... ............................... ...............................................
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper In TyMetrix 360. Partner: Invoice line item
rate does not match approved rates
10/1/2010 Labuda, Thomas 8160 A104
flags
Work on retention order;
calls and emails with
UNITED STATES Morrison&Foerster re
{US) same. $640.00 0.80 $512.00 $0.00 $0.00 $0.00 $512.00
I Fla9 .. . . ... .. .. .. . . . . ........................... .. . . ...... ..
The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item
rate does not
9/29/2010
.. ..
9/30/2010

9/30/2010
_
9/30/2010
a Flags
I1JL .....
Flag on Bill Code =
Expense
E107
E110
El!O
Ell!
UNITED STATES
(US) $8.00 LOO $8.00
" ....
UNITED STATES THOMAS LABUDA air
.. ---


Lodging - - Vendor:
UNITED STATES THOMAS LABUDA 9/30/10
. _ .. _ ......... $0.00
UNITED STATES
(US)
Meals - -Vendor: THOMAS
LABUDA 9/30/10
Innkeepers hearing in NY
Ground Transportation--
Vendor: THOMAS LABUDA
UNITED STATES 9/30/10 Innkeepers
$73.59 1.00 $73.59 $0.00
. $0.00
$0.00
$0.00
9/30/2010

0
$158.12 1.00
$1S8.12 $0.00 $0.00
Meals - - Vendor: THOMAS
UNITED STATES LABUDA Dinner after
9/30/2010 Expense Elll (US) hearing 9/30/10 $30.04 1.00
11 Flags
................ ..... .
Flag on Bill Code= E111 {Meals)
"""'"''"'"'""
$30.04 $0.00 $0.00
1o,oo $1,010.94
$0.00 $574.30

$0.00 $7359
$0.00 $158.12
$0.00 $30.04
https://www.tymetrix360.com//Invoicing/MatterlnvoiceUIIPrintMatterlnvoiceDetailPage.aspx?_qry=6sui... 11/29/2010
EXIDBITG
Summary of Jefferies Time Records
-,
..
1
Jefferies & Company, Inc.
July 30, 2010- September 30,2010
N\W( __ n
Stl<tinger
UoonS>J01.i"llor
""""" Leon Szlezinger 813120\0
L>nS7.1ctlngor 814!2010
Leon Sllczi!ljler 815120\0
Leon Sr.le>.ingcr 8/6/2010
LeonSzlczingcr 811012010
Leon Szler.inger 811112010
Leon Sr.lczinger 8!1212010
Leon Szlczinger 8113/2010
Loon Szlezinger 8f!6120\0
Leon Szlctlngot
Leon Sr.lczingot
Leon Szlc>.inger 8fl9120\0
Leon S7.le7.ingcr 8fl412010
Leon Szlcrlnger 812512010
Leon Szlezingcr 8/3012010
Leon Szle>inger 8/ll/2010
Leon Szlclingc-r 91112010
L:onSzlezinger 912J2()10
L:onSzlcZi!\!ief 91612010
L.'On S>.l<>.inger gnnoto
Leon Szlezinger 918!2010
Leon 9113/20\0
L<:<>nSzlc>.ingcr 911512010
Leon Szlczinger 9fl7/2010
Loon Sllczingc-r 9120/20\0
l.<!<lnSzlczinger 912212010
Leon S7.lezinger 9!1412010
Leon Sr.lcr.ingcr 9/27!2010
l.c<lnSzlezinger 9{,!8/2010
Leon Szlczingcr 9/2912010
Lwn Szl<zinger 9130/2010
July 30, 2010 - Sopl<mbcr 30, 2010 Sutnlilary Houro for Leon Szlozlngcr
f'rani<Mrala
81212{)10
Frank Merola 81312010
FrankMcml g/412010
Fr>.11kMerol 81512010
8!1012010
Fr.u1kMerola 8!1212010
FrankMcrolo 81181201(1
FrankMcrolo 813M010
FrnkMerola 91112010
FmnkMcroiR 91212010
Fnutk M<rolR 9/612010
Frank Merola 9!812010
FnutkMerolR 911512010
Frank Merola 912M010
Fnutk Merolo 912212010
FnmkMerola 9mnmo
July 30,20tn -Scptembor 30,2010 SUtnlililry Hours for Frank Merola
Altxal!ll" Ralwn
Alexander Roban 81212010
Alexnd<r Roban 81l/2010
Alexand<r Roban 81412010
Robn 8/SJ:!OIO
Ale.ander Roban 81612010
Ale.andor Robllll 8191.!010
Ale..ander Rohilll 811012010
Roh1111 11/ll/2010
Alc...,dor Roh.n 811212010
Roh1111 811312010
AlexiUlderRohan 811612010
Rohn 811712010
Alcxndcr Rohon 81!812010
Ale.underRohan 81191.!010
Ale.,nder Rohan 812412010
Alcxondo:r Rohlll 8125!2010
AlexlillderRohan 812712010
Ale.,.nder Rohan 813012010
Alcx.nJor Rohan 8131!2010
Alexander Rohan 91112010
Alexn<ler Rohan 91212010
Alexander Rohan 91612010
Alcxonder Rohan 9nr2010
Alexonder Rohan 91812010
Alexander Rohan 919!2010
Alexander Rohan 9/1312010
Alexander Rohllll 9f15/20\0
Alex.nd<r Rohan 9!17!2010
Aleundcr Rohllll 9!2MOIO
Alexand<r Rohn 912212010
Aloxandcr Rohon 9!2312010
Alexondcr Rohan 9124/2010
AlelUinder Rohll!l 9!21!2010
Alexander Rohan 9/28!2010
Alexander Roh0.11 9129!2010
Alexonder Rohll!l 9/.l0/2010
July 30, 2010 - Scptombor 30, 2010 Sutnlilary Hours for Alc.andcr Roban
jipif4i!\lii,i
I .SO lntemalagoniztionl mreting.
5.00 Organi.-tional ma:tins withMoFo.
1.50 Conference coli with Committee.
1.50 Review of""-'" !illngs I"'""' lnfommion.
2.00 Review of"""' filings I case info<mation. Review of C<jUity committee infomJation.
1.00 Review of C<jUity committee inforrnotion. Discussion with MoFo.
3.00 Review of""-"' filings l....,e infomJotion. Prep;otion for Court hearing.
1.50 lntemaldiscu""ion.
2.50 Review of memo. Conference call willi MoFo.
1.00 Review of equity committee resporu;e.
2.50 Call with D<bton 0.11d Debtors' financial advisor. An.Jysis I ''"iew of C<jUity committee infomJatioo I rcsp<lllSc. Team
meeting re: same.
1.50 Wo:cl<ly updotc coil with Committee. lnlcmlll discussion.
1.50 Review of analysis of scleclcd bold properUcs.
1.00 Review of W:l:ly update. Review of DIP o.nnlysis.
2.00 lntcml discussion<.
1.50 Conference calls with MoFo. PreJ"''"ti<m for Courl hooting. lnterruol discussions re: some.
4.00 Review matcrbls re: Court hearing. Conference c..Jis wilh MoFo.
1.00 Internal discu .. ion<.
3.00 Internal discussion rcgardin8 hooting. Conference c..JI with MoFo.
1.00 Conference call with MoFo.
0.50 Reviewofwecklyupdat<.
1.00 Wklyupdte coli with Committee.lntcmaldicu"ioo.
1.00 Confetence call with MoFo.
1.50 W<:<kly updot< Cllll with Committee. Internal discussion.
3.50 Mooting with Debtors" advim.lnternal discu,ion.
1.50 Conference coli with MoFo.
2.00 Woekly update c..Jl with Committee. Internal di!<Cu.,ion.
6.50 Conference calls wilh MoFo. Conference call with Partner.!..
5.00 Conference coils with MoFo. Confel1'nre calls with Alix P.rtners. Prej>11C11tion for court hearing.
7.00 Conference coils with MoFo. Prepunotion for court bearing. Review off I cloims schodules 1IJld Moly=.
8.00 Conference coils with MoFo. Prepar.ttioo for court hearing. Conf<rence call with Alix Partners.
7.SO Attended court heoring. Internal discu,.iorul.

1.50 Internal organizational meeting.
5.00 Organizational mting with MoFo.
!.5o Confc"n:nce cll with Committee,
0.50 Review of oasc lilingS/Cll>c infomJation.
1.00 Rcviewofe<juitycommittec information. Di.<cu.. ion with.MoFo.
1.50 lntemaldiscu,.ion.
!.SO Wkly update call with Comrnitu:e. lntCTtlol discussion.
1.50 Conference calls with MoFo. Pn:p10CIIIion for Court beating.
1.00 Internal di5eu5Sion.
2.50 lnternlll reg..-ding hearing. Conferenre call with MoFo.
1.00 Conference call with MoFo.
1.00 Weekly updlllc call with Committee. lntemol di=sion.
1.50 Weekly updte coli with Committee. Internal discu.,ion.
1.50 Conference call with MoFo.
2.00 Weekly updllle call with Committee. lntemol discussioo.
!.50 Conf<ren<ecallswith MoFo. Prepi!Illtion for court hearing. Internal discu .. ions.

1.50 Internal orpnizlionl meeting.
5.00 Org!Ulizationl meeting with MoFo. Prepant!ion of pro.s<ntation for Committee c.U. Review of case r.lingl ca.e
informatioo.
3.50 Confcn:m:c ...U with Commiltee. Conference c..! I with Chief R<:.!ilnlcluring Officer.
3.50 Review of case filings f .... info,.tion.
3.00 Rcviw of case r.lings f case inf<>tmntion. Review of <4uity ooonmittce information.
2.50 Review of information provided by the Debtors.
4.00 Review of C<jUity committee information. Disousslou with MoFo. Review docket. lntemal discussio.os
3,00 Review of cac filings I"""" infonnation. Prepiii1ltion for Courthearing.1nlcmal dicusslono.
4.00 Attended Courth""'i"ll. fnternal di..:u5Sio.o.
3.50 Anal)':lis I review of equity committee I response. Review of memo. Conference call witb MoFo.
1.50 Anolysis I review of equity committee infomlntion I rcsporu;e.
3.50 Review of Committee weekly up<IRle presentation. Call with Debtors and Debtors" Hnanoial Amllysiol revi<w
of C<jUity committee information I response. Team mceli"ll rc: sam::.
1.00 Weekly update call with Committee. !ntcma] discussion. Review ofnnalysis of scleclcd boicl prnpcttics.
!.50 Review of anlysis of selected hotel properUes.
1.00 Review of update. Review of DIP analy.i.
3.00 Internal discus:sions.
2.50 Review of Debtor>' bn<lgeL
2.50 Conference eolls with MoFo. Preparation for Court hearing. Internal diiiCUS>ions rc: >arne.
4.50 Preparntion for Coutt llearing. Conference calls with MoFo. Rcvi<w of Cli:IC filings and general reseon:h.
1.So Attended courl hearing. fntcmal discussions.
3.00 Internal diocu"'ion regarding hearing. Conference call with MoFo.
1.50 Conference can with MoFo. Review of Debtorn SOFA5.
2.SO Revicwofweeklyupdate.
1.00 Weekly update c..! I with C:lmmittee,]ntemal discn<sion.
0.50 Update can with Debtors" fmanci.J advisor.
1.50 Review of weekly update. Conference call with MoFo.
1.50 Weekly update ...U with Committee. lnterno.I discussion. Aruolysis of sele<ted hotel properties.
3.50 Meeting with Debtors' advisors. Internal discus.<imo.
3.50 Conference caU with MoFo. Diligence call with MocUo. Call to review claims schedule with Alix Ptulners.
2.00 Weekly updte call witb Committee. Intern! diwusion.
8.50 Anolysis of Debtors' choim schedules. Review of dato room informntion. Preparation I review of prof=ional fee
nnaly:sis. Diligence call with Debtors" fmancial advisor.
6.SO Analysis of claims schedule. Preparati011 I review of profosional fee anoly:si. Review of franchise agreements.
Conference call with MoFo. Conference caU with l'artnCJll.
3.00 Review of cloims !lllalysis. Conference calls with MoFo. Confrence cnlls with Alix Portnero.
4.50 Conference <:all with MoFo. Prepi!Illtion for oourt bcari"ll. Review of fee f claims schedules and anlyscs.
5,00 Conferenoe c..!ls with MoFo. Preparation for"""" heating. Confcn:.nce call with Ptulners.
7.50 Attended courtheurin8.1ntern.J discuS5ions.
----m:so
JohnD'Ami<o
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
JoluiD'Amieo
Jolul D'Amico
JoluiD'Amico
John D'Amico
John D'Amico
JoluiD'Amico
JoluiD'Amico
John D'Amico
John D'Amico
JoluiD'Amioo
JoluiD'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
John D'Amico
JoluiD'Amico
John D'Amico
John D'Amico
JoluiD'Amico
JoluiD'Amico
Jottn D'Amico
John D'Amico
JoluiD'Amico
John D'Amico
Jolm D'Amico
Jolm D'Amico
John D'Amico
""'"'"
S/312010
&15/UI!O
-w
"""''"
8/')/20)0
&11012010
l!/Jlf2010
l!/1212010
l!IJ]/2010
l!/1512010
l!/1612010
l!/1712010
&IJSI.l.OLO
&1!912010
S/20120!0
S/2212010
S/2312010
11124J20!0
1112512010
Sl.l.6!20!0
Sl.l.?/2010
Sl.l.912010
Sl30120l0
S/3112010
91112010
91212010
91.312010
91612010
9n12o10
91812010
9f.l/2010
911212010
911312010
911512010
911712010
91181.!0!0
911912010
912012010
9!2l/2010
9f2212010
9/n/2010
912412010
9125/2010
9126/2010
912712010
9/21l!2010
912912010
91.3012010
Ju)yJO, 2010 Septombor J0,201USummary Houn forJobo D'Atnlco

Sunil Sur!
SuniiSuri
SuniiSuri
SuniiSuri
Suni!Swi
Sw1i!Swi
Sw1i!Suri
9/nf.!QIO
912412010
9/2512010
912612010
9127/2010
912&12010
912912010
Suni!Suri 91.3012010
July 311, lOIG- SeplembOJ' 30, 2010 Summary l!oUlll for SuoU Sur!
Sroll Sub/elf
Scousubleu
SccnSublctt
SccnSublon
Seen Subleu
Sa>USublctt
&ousublctt
Smtt&lblctl
&ol1Suh1ctt
S''OltSuhlett
Scott Sublett
s,'OttSublclt
Scon Sublet!
SccUSublctt
SccuSublcn
ScouSublctt
Scc!!Sublctt
SconSubleu
Sec!! Sublotl
Scot! Subleu
Smt!Suble!l
&o!!Sublell
Smt!Sublell
Soon Sublett
Srot!Sublell
Scott Sublet!
SccnSubleU
SconSublct\
Scousublctt
Scc!!Sublctt
SconSublctt
81212010
8/.l/2010
111412010
8/S/2010
&1512010
8/612010
81812010
&912010
1111012010
&11112010
&11212010
1111312010
1111512010
1111612010
1111712010
S/JS/2010
811912010
8/2012010
!112212010
S/2312010
812412010
812512010
!112712010
812912010
813012010
&/.lt/2010
911/2010
91212010
9/.l/20!0
91612010
1.50 Iot<rnol organizational
B.SO Orgonlzotiona1mWinJ! with MoFo. PJ<piiilltion ofprcscnlotlon for Ol!runillee cell. Revicwofcasc Dlillg lcusc
infmmotioo.
5.00 Confon:oce call with Comminee. ConfeJ<nce call with Chief Rc>lr"'1uring Offi=. Review of co.w filings I =
infonnation.
7 .SO Review of""'" fiJi!lgSI cnso
7.00 Review of CllliO fili'lll' I"""" infonmllion. Review of data room information. Review of o:quity oommittc< information.
8.50 Review of dal!l room information. Review of o:quity commi\lee information.
8.00 Review of data room information nnd information provided by the Debtor:s.
B.OO Review ofo:quity committee information Dicusion with Mof<>
3.50 Review of Clllie filingo I cue informalioiL Pn:pliR!loo for Court heating.
4.50 AUended Court hoOfing. lntornal discuS9ion.
S.SO Analysis I review of equity ccmmi\\co ioforroolioo I response. Prepora!inn of memo. ConfE:leoco call wilh Mofo.
3.50 Review of Committee w.clJy updtop=;eatatino.
6.00 Analysis I n:viow of equity ccmmittce ioforrntloo I response. Review of Debtor>' llaob TCport.
7.00 P"'fl"'"1lon of Commit<oo weekly updt< prcseol!ltioo. Review of onolysi ofhoiel portfoUo. Call with Debtors and
Debtor<' fmoociolodvisor. Analyi I review of equity committee information I re.s!"nse.
).SO Weekly updilleoall wiU! Committee, Tnt<mol dise.,.,ioo. Revicwofilllolys.is ohelected hotel propcrtlcs,
7 .SO Review of analysis of sclcc<e<l hot<! propcrtlo. Review of Debtori' budget ond ftnanoial !ID<kl.
S.OO Review of Debtors' bodgetOild fin..,cial modcl.
7.50 Review of Debtors' bodgetand fin:mcial .,.,dcl. Review of dOlo room infornl!ltion.
3.50 Prcpllnltlonofwed:lyupdt<.
6.00 of weekly updat<. Review of DIP an:I!yio.
2.00 Tn""'\UIJ discmsioos.
0.50 Foliow up oiill with Co\lllllillee members.
4.50 Finane iii! I busine" plan anolyois.
4.50 l'rqii!Illlion for Olun hearing. Review of""'" filings.
S.OO Dr.tftod memo lgeoda. Conference coils with Mofo_ l'n:pllilllion fot Cuurt tl<oring.
11.50 Prcpllnltioo for Cnurt hering. Confetellce call with MoFo. ReYicw of"""' filinp.
12.00 Altended CourthOllring.
3.00 Intomol disc...,ion heoring.Confe.r= call with Mofo.
4.00 Review of Dcbto"'' filed schedules and A.
Q.SO Confcreno< C31l with MoFo. Reviewnf Deb\OJ's SOFAs
S.OO Prcpiltlllion of weekly update.
1.00 Weekly update call with lotomol di:.c..,ion
O.SO Update call with Debtor>' fina\ll:iiil dvisor.
6.00 Prcpilnllioo of wed:ly updaoe.
4.00 Prcpilnllion of wed:ly updaoe. Confore\ICc call with MoFo.
1.50 Weekly update call with Committco. Int<miil discussion. An&lyois of oelwod hotel properties.
3.50 Moctillg with Debtor:s' a.:i>isors. Intemol discu,ioo.
3.50 Review of SOFA !ii:Oedulo>lmliysis.
2.50 Review of oloims rcgist<r.
4.50 Coofon:nco call with MoFo. Diligence call with C&lllO review claims S<bcdulo with Portoers.
7 .SO Weekly updale call with Conunittee. Anolysis of Debtor:!' daim schedules. Review of data room information
8.50 Anolysis of Debtors' claim .IChedules. Review of data JtlOJtl infonnation. Preparation I review of prof=ionl foe
aoolysis. Diligence call with J)eblO!>' fin:mciiil advisor.
6.50 Al!olysis of claims Oi:dulo. Prcp,.'lltion I review of professional fcc anal)'>iS. Review of franchise agrccmcnts,
Coofen:nce call with MoFo. Conference call with Alix Porlfl<r.l,
I 1.00 Al!olysis of claims chedule. Review of professional fee Ollaly.;,, Review of Cntochise agreements. call
with Alix Pnnnero.
9.00 Review of profe.,ionol fee analysis. Pre(l3rnlion I review of claims mmlysis. Review offrancbise agreements.
8.50 Prepilnllion I n:view of cliJm oniilysis. Conference call with MoFo. Confcrc:noe call:; with Alix Pnrtr>cr>.
6.50 Attended depo.sitioiL Confon:nce call:l will! MoFo. l'n:!'"l"tion for court hOllring. Review of feel claimo ohodul"'
andanolyseo.
1.50 Alt<ndcd dopositioo. Confen:nce calis with MoFo_ Prcparntion for rourt hearing. Review of fee I cl;illru l!Obcdul"-'
and aniily"'' Conference call with Alix Partnm
0.50 Internal discu.,k>n.
----uu:oo-
12.00 Analysio of Debtors' ebim schedules. Review of mom Preparation I review of prof=iooal foe
mlyis. Dilicnce call with DeblO!>' finaocilll dvisor.
9.50 Ano!ysi of cloims schedule. P"'!"'ration I review of profeoionol fee analysis. Review of franchise ogreements
Confercno:e Clll! with MoFo, Conferc:ncc coil with Alix Portn=.
12.50 Anolysis of cloims Oi:dulo, Review of professional fee onnlysi. Analysi of franchise agJ<emonts.
10,50 Review of profe.,ional fee anolysis. Prt:(l3nttion I review of claims analysis. Analyois of froochise gmmumts.
7.50 Claims nlysis. Review of court filing"- Preporatioo for ooun beOfing.
I 1.00 Preparation for court ht:ltring. Anolysio of fcc I claims sohedules.
12.00 PJ<paralion for court hcarln8- Analysio of fcc I claims sohcdul,_,,
7.50 Al!mdod court bellling. lnlelllol diocu,.ion>.
---wo-
3.50 ln""'oml meeting. Prep1ll'lllinn of working gJt>up lisl Gonontl case adminiotra\ion.
10.00 Kick-off meeting with COWlscl. l'n:pilnltiOn of weekly updale JlUlteril for Committee coU. Gcno;al case
dminislrQtion
4.00 Weekly upda\e call with CommiUee. Review of ca>e documoo<s.
9.00 Review of Clllie documcnlll. Genctal case odmini>\f11tion.
7 .SO Review of""'" filinp I cose lnfonnatinn. Gen.,-.! casc dministratinn.
9.00 Anolyoi of data room informaUon.
10.00 Anolyoio of data room and lnfnml!ltion pJt>vided by !be Dobtors.
9.00 Analysis of dt room information.
7 .SO Review of equity commiuee iofonnation
3.00 Review of case fillngol ca.<e informalion. Prep"'lion for Court he:uing
4.00 Attended Olurtheoting. lnt<lllOidi=ioo.
4.50 Al!olysis I review of equity committee information
6.50 Prcpllnltion of Cnmmitt<o wcckly updat< presentation.
4.SO Review of 00\ol'l' Hash TCp<lrl All1lysio of Dcbto!'l' cash How sohcdules.
9.00 Proplll'lllion ofCommittec weekly updille pn:sentotion. Anolyis of hotel portfolio.
!.SO Weekly upda\c call with Commillee. Analyoi oholoe!cd hot<! propenico.
S.SO S11mll!III)' onolysis of oelcclcd hot<! prnportlesl growth Review of Debtor:s' budget ond fuumcial model
S.OO AnolyiofDebtor<'proj<elions. Finanoialannlyis.
9.00 Aniilyois of Debtors' bod get and fmanci:d lllOt!ol. Review of da\11 room informtion.
5.00 Preparation of wecl:Jy updt<. of DIP analyis. Finaociol nnolysis.
7.00 Preparatioo of wockly updt<. Pr<porotion of DIP anlllysis.
UO Imernaldiscw;sioo.
3.50 Finaru:i:dlbu.ioc.,planan&lyi.
6.00 Prcparatioo for Court be:uing. Rciew of cse filings.
4.00 General cnso admioislrlltion. Preporotion for Coun heating.
)5_00 for Olun hearing. Cooforeoco caUs With MoFo. Review of"""' filing.
10.50 Allonded Olurthearing
3.00 Iot<:r\UIJ disoussion regarding beating. Conferei\Cecoll with MoFo
7.00 Al!iilyi of Debtors' filed schedules aod SOFA
4.50 Al!iilysisofDebtor:s SOFA aod climl schedules.
Scott Sublett 9/812010 1.00 . Internal discussion.
ScotlSublett 9/912010 0.50 Update wilh Debtors" fin3ncinl advisor.
Scott Sublett 9/12f.!OIO 7.50 Pn:parntion of weekly updat<:.
ScouSublett 9/1312010 4.50 Preparation of weekly updau:. Conference call with Mofo.
Scott Sublett 9/1412010 4.00 Attended hearing.
Scott Sublett 9115/2010 2.50 Weekly update call with Committee. Internal discussion. Analy5is of selected hotel properties. General case
adminislratioo.
Scott Sublett 9/1712010 3.50 Meeting with Debtors' advisors. Internal di.scnssion.
Scott Sublett 9/18/2010 6.50 Analysis of SOFA schedules/ claims.
Scott Subleu 9/19/2010 7.00 Review of claims register.
Scott Sublett 9/2012010
July J(l, 201(1 September 30, 2010 Summary Hours far Soatt Sublett
5.50 DiUgence call with Modis.
247.iiO
Leon Stkzinger
Loon Szlezinger
Loon Szlezinger
Loon Szlczingcr
Loon Szlczinger
Loon Szlezinger
Leon Szlezinger
10/112010
10/412010
tonnoto
10/812010
10/1112010
10/13120!0
Loon Szlezinger 10/1412010
Loon Szlczingcr 10/15/20!0
Leon S1leltingcr 10/1812010
Leon Szlezinger 10/1912010
Loon Slezingcr 1012012010
Loon Szlezinger 10122f2010
Leon,Szlezinger 1012512010
Loon Szlezinger 1012612010
Loon S1lezioger 1012712010
Loon Szlezinger 1012812010
Loon Szlczinger 1012912010
October 1, 1010- Cktoher 31, :WlO Sumrruory Hours for Leon Szle:zinger
Frank Merola
Frank Merola 10/112010
FrnnkMerola 10/412010
Frank Merola ton/2010
Frank Merola 10/812010
Frank Merola 10/1112010
FrnnkMerola 10/1312010
FraokMcrola 10/1812010
FmnkMerola 10/2012010
FrnnkMerola lom./2010
FrnnkMerolo 10!2'i/2010
FraokMcrola IOIUi/2010
FrnnkMerola 1012712010
FmnkMcrola 1012912010
October 1, 2010. October 31, 2010Summary Hours for Frank Merola
Alexander Rolum
Alexander Rohan 10/112010
Alexander Rohan 10/412010
Alexander Rohan 1on12010
Alexander Rohan 10/812010
Alexander Rohan I0/1Jn010
Alexander Rohan 10/13/2010
Alexander Rohan 10/1412010
Alexander Rohan 10/1512010
Alexander Rohan 10/1812010
Alexander Rohan 1011912010
Alexander Rohan 10/2012010
Alexander Rohan 1012112010
Alexander Rohan l0/2ll2010
Alexander Rohan 10125/2010
Alexander Rohan 1012612010
Alexander Rohan 1012712010
Alexander Rohan 1012812010
Alexander Rohan 1012912010
October I, :WlO. October 31,2010 Summary Hours for Alexunder Rohan
John D'Amico
John D'Amico 10/112010
John D'Amico 10/412010
John D'Amico 10/5/2010
John D'Amico 1onno10
John D'Amico 10/812010
John D'Amico 10/1012010
John D'Amico 10/ll/2010
John D'Amico I0/12f2010
John D'Amico 10/1312010
John D'Amicn 10/1412010
John D'Amico 10/1512010
John D'Amico 10/1612010
John D'Amico 10/1712010
John D'Amico 10/1812010
John D'Amico 1011912010
Joha D'Amico 1012012010
John D'Amico 1012112010
John D'Amico 1012212010
John D'Amico 1012312010
John D'Amico 10!2'i/2010
John D'Amico 1012612010
John D'Amico 1012712010
John D'Amico 1012912010
October 1, 2010 OctoiH:r 31,21110 Summary Hours for John D'Amico
1.50 Review filings and fee procedure.s; internal discussion. and correspondence ro: same
O.SO !merna! discussion
1.00 Professionals' call w!Moelis re: Plan process; internal discussion
I .SO Internal discussioos and various corn:spondence
2.50 Wecl:ly Professionals' call; Internal discussions re: Company forecast; reviewdocumcniS rc: >arne; review of weekly
update presentation
'""
Wecl:ly UCC call; internal discussiot!S re: call; various correspondence and diM:u>Sions; conuncttts re: diligence
reqoestlist
l.SO can wilh MoFo rc: c a ~ ; c I due diligence lit; Team discussions re: same
!.SO Various com:spondcnce
l.SO Internal di.\CUssions rc: sam.:; review draft presentation; professional>' call
3.50 Variouscorrespondence
4.00 ProfcSionals' call; Review of public filings; internal discussions and variou;corrcpondcocc rc: Plan proce.<S
1.00 Internal discussion re: status and upcoming tasks
2.50 Various com:spondCLicc and discussions; review document.s for omnibus hearing
2.00 Review coun filings; internal discussion re: presentation change>
2.50 Review Company documents and various corrc.1pondcnce re: same; call w/MoFo
ISO Review of Court documents
1.50 Internal doscusS>on, vanous correspondence
~
1.00 Review filings and fee procedures; internal discussions and corres[>Ondence re: oame
0,50 Internal diocussioo
1.00 Professionals' call w/ Moclis re: Plan prOCC.\s; review research and prcocnmlion
1.00 Internal discussion.< and various oorres[Klndence
1.00 Internal discusiono rc: Company forecast; review documents re: same; profe5Sionalo' call
2.00 Wcel:lyUCC caU; internal discussions re: call; various oorrcspondence and discussions
2.00 Internal diocussions re: ame; review draft prcsenllltion; professionals' call
3.00 Professionals' call; internal discussions and various oorre<pondence re: recent ca.>e news
O.SO Team discussion re: sllltus and upcoming tasks
0.50 Variow; correspondence and discussions
1.00 Review court filings; team discus!ion
0.50 Review Company documents and varioo correspondence re: san>.:
O.SO Review docket and related filings; review pre.<emation
~
1.00 Review filings and fcc procedures; internal discussions and correspondence ro: same
2.00 Internal discu.,ion; review filings and related discus!ions
2.00 Professionals' call w/ Moclis re: Plan process; update on cru;h flow forecast
2.00 Internal di:.cu.,ions regarding weel:ly UCC call f prcscnllltion; various correspondence
2.50 Review busine.s plan forecast; review docmrents re: same; review weekly upd:ttc pn:senllltion
3.00 Weekly UCC call; internal discussious re: call; various corrc.<pondence and discussions; review/commenll. to due
diligence request list
4.50 can wilh MoFo: Internal discu.,ion.< re: indusuyforecam/ operating pcrfortnance;review due diligence request list
3.00 Variou> correspondence; review documents
4.00 lmemal di>oeussiom ro: same; review draft presentation: professional>' call
2.50 Various correspondence; review documents
4.00 Professionals' call; Review public filing.<; internal discussions and various corro.'.>pondcnce re: recent case news; call
w/Debtors' advisors re: Plan process
1.00 Review preentation and related dicuions; review fee procedures
0.50 Team discus.1ion rc: status and upcoming tsks
2.00 Various com:spondcnceand dicu .. ion regarding Plan process
3.50 Revise presentation and review court filings; team discussion
5.00 Review of Company documents and related re..carch; review of due diligence information
2.50 Review revised forccm.t and discu.,.ions; review of due diligence infomtation and public filings
3.00 Review court filing: various corre!pondcnce with advisors
~
2.50 Review filings and fee procedure; internal discussions and correspondence re: amc
1.00 Internal diocussion: review documents
1.00 Call w/ AlixPartners re: cosh l\ow forccat
3.00 Professionals' call w/Moclis re: Plan process; review research and perform related analysis
3.50 Review dalll room documents; internal discusions and variou! correspondence
2.00 Review of ca.>h rcpo!ting schedules
2.00 Professionals' call; internal discusions re: Company forecru;t; review documents re: arne
3.00 Preparation of due diligence request list
7.00 Weel:ly UCC call; internal discussions re: call; review industry research and Company d(lCuments and related
discussion; prepare due diligence request list
3.00 Call with MoFo; Tcamdiscusions re: same; Review data room information /public filings
5.50 Review indusuy rcscarch materials; imernnl discusions re: same; update presentation
7.00 Work on presentation and related analysi>: internal discussions re: same
6.00 Research., analysis and work on wecl:lyupdate presentation: internal discussio!L'I
8.50 Review lodging indusuy research reports and perform related anaylsis; int<:rnal di>Cus>ion.>; update presentation;
profc.1sionals' call; review resttucturing costs checklist
1.50 Prcpnre presenL1tion and related analysis re: Innkeepers research
4.00 Professionals' call; review public filings; internal di>oeussion1 and various c!IITespondencere: recent case news; call wl
Debtors' adviors re: Plan process
1.00 Internal discu.,ion; various oorrespondcnce
0.50 Team discu.,ion re: status and upcoming task.<
3.00 Review r=arch document.< and related analysis
4.50 Prepare weekly update pro.cnllltion and related analysis
3.00 Revise ,.:C>eotation and reviewooun filings; team dicus<ion
4.00 Review Company documents and related research; call w/ MoFo regarding due diligence infonnation
3.00 Review dockt:t and related filings; review of data room information; due diligence
---;;:so
Slllli/Suri
Sunil Snri
SunilSuri
Suni!Suri
Sunil Suri
Suni1Suri
Sunil Surl
Sunil Suri
Sunil Suri
Sunil Suri
Sunil Suri
Sunil Surl
Sunil Suri
Sunil Suri
Sunil Suri
SunilSuri
Sunil Suri
SuniiSuri
Sunil Snri
101!12010
101412010
1015/l0\0
1on/l0to
101812010
10/1012010
10/ltnOIO
10112/l0\0
\0/13fl0\0
l0/l4fl010
\Oil5fl0\0
\0/16fl010
l0/17flOIO
10/1812010
10/1912010
\Ofl0120\0
\012112010
1012212010
Sunil Suri 10/2S/20 10
Sunil Suri 1012712010
Sunil Suri 1012912010
Ortllber 1, 21110- October 31,2010 Summary Hours for Sunil Surl
PatrickMo"aw
Patrick Morrow 101112010
Patrick Morrow 10/4fl0l0
Patrick Morrow 10/SflOIO
Patrick Morrow tonnoto
Patrick Morrow 10/8fl010
PtrickMorrow 10/1012010
Patrick Morrow 10/1\/2()10
Patrick Mor'row \0/1212010
Patrick Morrow 10113/20\0
Pa!rick Morrow 10114/20\0
PalrickMorrow 1011512010
Palrick Morrow 10/16/2010
Patrick Morrow 1011712010
Palrick Morrow 1011812010
Patrick Morrow 1011912010
Patriek Morrow \Or.!0/2010
Patrick Morrow l012lfl010
Patrick Morrow 10122fl010
Patrick Morrow 10125fl010
Putrick Morrow 10126fl010
Patrick Morrow 10127fl010
Patrick Morrow 10128fl010
Patrick Morrow 10129fl010
Patrick Morrow 10/30fl010
October 1, 2010- October31, 20111 Summary Hours for Patrkk Morrow
1.00
;.oo
.oo
;.oo
3.00
;.oo
3.00
;so
,.00
;.oo
;.oo
'so
oso
oso
2.50
<SO
4.5()
2.5()
Review filings and fcc procedures; internal discusions
Internal discussion; analysis re: company/industry forecasts
Call wl AlixParlners re: cash flow furoca1t; review of 13 week forecast
Call wl M()Clis re: Piau process; ro:;carch and analysis
Review data room documents; internal discussions and various corrc.o;pondence
Review of cash reporting schedules and related analysis
Internal discu1sions re: Company forecast; review documentsre: same; weekly profe.1sionals" call
Review indutry research: frnal conunents to weekly presentation
Weekly UCC call; internal discussions re; call; analysis re: company forecasts: preparation of due diligence request
list
CaU with MoFo; team discussionsre: same; review company/industry forecasts and analysis
Review real estate indu'try index; intemnl discussions re: same; comments to presentnti011
Wmk on presentation and related analysis; Internal di.cussion.1 re; same
Research, analysis and work on J!fesentation; internal discussions re: same
Review industry research reports and dio.cussions re: same; draft additional materials for presentation; professionals'
~ "
Prepare presentation and related analysis re: Innkeepers research
Professionnls' call; review company filings and discussions re: same; call re: Plan process; review of industry
infonnation
Revise presentation and related discussions
Team discussion re: status and upcoming !asks
2.00 Review court documents
4.50 Review dat.aroom documents and industry r=rcb; call w/ MoFo
2.00 Review industry resources for prepru:ation of weekly presentation
---n::so
2.5() Review fdings and fcc procedures; intemnl discussions and correspondence re: same
2.00 Internal discll'lsion; review docket and data room infonnation
1.00 Call w/ AlixParlnerue: cash now forecast; review 13 week forecat
5.50 Professionals' call wl Moelis re: Plan process; review industry research and petfonn related analysis
5.00 Review data room documents; internal discussions and various correspondence
1.00 Review of cash reporting schedules; preprntion of weekly update presentation
4.50 Jntemul discussions re: weekly update presentation; review documents re: same; weekly professionals' call;
preparation of weekly update presentation
2.50 Review induStry research and teleVlliii documents; flnali>.c weekly presentatiiiJI
4.00 Weekly UCC call; internal discussions re: caU; review industry research and Company documents and related
discussion.1; prepare due diligence request list
6.00 Call with Mof"o; team discussions re: same; review company/industry forecasts and analysis
5.50 Review real estate industry index: internal discussions rc: same; update presentation
4.00 Presentation updates IUld review of data room documents
9.00 Research, analysis and work on weekly update presentation
8.00 Review lodging industry research rcpon. and perfonnrelated anaylsi: intcmal discussions re: same; update weekly
presentation; profc.o;sionals' caU; review restructuring cost analysis
2.50 Prepare presenL1tion and related analysis re: Innkeepeill research
7.50 Professionah' call; Review public filings; internal discu!>Sions Hnd various correspondence re: recent case news; call
re: Plan process
4.00 Review fee procedures and initial prcparution of fee application
0.50 Team discussion re: status and upcoming tasks
4.00 Prepare wccl:ly update presentation and related ana!ysbi; review docket; cireulaterelevanl filings; preparntion for
3.00 Revise presentation and review court filings; team discussion re: presentation changes
4.00 ReviewCompeny documents and related research: ca!l with MoFo
3.00 Review revised forecast and discussions re: same: updates to presentation
5.00 Review docket and related fiUngs; annlysis of property infommtion
;.oo
~
"""""
Jefferies & Company, Inc.
November l, 2010- November 30, 2010
Leon Szltinger
Leon Szlezinger
Leon Sz.h:ill18ct
leon Szlezi"8er
.LconS2.1ezinger
Leon Szlezi"8er
Leon Szlezinger

!..:on Szlczinger
Leon Szlezinger
leon Szlezinger
Leon Szlezinger
LeonS>lezinger
Leon Szlezinger
Leon Szlezingct
Leon Szlezingcr
Leon Szlezinger
111112010
llnJlO!O
llllf2010
1114f20JO
11/512010
ll/812010
ll..,/20!()
ll/JMOIO
l!/1112010
1111212010
llllJ/2010
llfl4J2010
1111512010
1!11&2010
Jl/1712010
ll/Ht/2010
Leon Szlczingc.- 11119/2010
Leon Szlczingcr 1112912010
LoonSzl<:Zingu 11/30/2010
Nowmbcr 1, :uno No.embcr 30, 2010 Summary Houn for Leon

FrankMerol 111112010
FrankMcrolo !113fl0!0
Frnni:Mcrolo 111512010
FrankMerolo 111812010
FrankMerol Wlm.DW
Frank Merola 11/16120!(}
Frnni:Merola 11!2912010
Frank Merola 1113012010
Nowember 1, 2010 November 30, 2010 Smrunary Hours ror Frank Morola
Al=arul<r Rolutn
Alcxondor Rohan 11/l/2010
Al.,.ande: Rohan llfl/2010
Alcot1lii<I"Roh.n ll/312010
Alcxamkt Roh.n ll/412010
Al""andcr Rohan ll/512010
Aloxan<lerRohan 11/llflOlO
Alexander Rohan 1119!2010
AlexRnder Rohan Jli[Q121110
Aloxander Roh>n llllltlOIO
Alexander Rohan ll/12/l()IO
Almo;ondor Rohan 11115rl010
Aloxondcr Rohan 11/1612010
Al""ondcr Rohan ll/17fl0l(l
Ale.ander Rohan ll/11112010
Alexnmler Rohan 111191201(1
Alexander Rohan llflM.OIO
Al<Wtnder Roban 11!29!2010
Al<WtrulerRohon 111300010
5.50 Professlonalo' Call; Committee call; review filings; di>cu,lons regonling exclusivity
2.50 Consfituent calls I di>ct,.ioos; review of weekly pr=mtion
!.50 WecklyCommhteeeall; mo;clusivity
2.00 Rovi<>W bidder ond rel11!ed documems re; lmnsllClioo
1.50 Call with MoFo, internal discussions aruilnCCting re: investigation status
2.50 Committeo coil; intcmal discu,;ions
2.50 Review da;Umcn!S to Olllllibus hearing 011d related di>cu.,!ons
7.00 OIIIIIibushearing arul rell1!ed di><eussions
!.00 Review tmdel and internal di"""'"'""' re: same
2.50 Review tmnsoctlon documents; int=al discu,ions and various COITCilporulcncc rc: """"'
2.00 Reviow material for meeting
1.50 Di>cussio.oo re: transaction documonlS; review of matuiols for meeting
5.50 Qdj with Moelis re: updated Compony internal discu."'ions re: sarrm; prep""' 1'110l<lypresentation
3.00 Meeting with Kirl:!ond & Ellis and other prof=ional
4.50 Weekly Committee call; meeti.og with MoFo to dicu" in....,.Ugation status and next Meps; intcmol diiii:us>ioo>
!.00 Due dilil;ence review
1.50 Various com>'Prutdenoe and review of documcn!S
1.00 lntenml di>cu.<lions
__ ,.oo __ lUwiewcoun filings
49.50
2.00 Professionals" Coil; Committee call; review filings
1.50 WccldyCommilleecaU; di><em;sionsrc: cxclu,ivity
1.50 c.Jl with MoFo. iniCmal discu,.ion and meeting re: in....,.tigation >talus
2.50 Committee caU; intemol cli,;cussions and anaiY>i re: interim forecast model
5.5ll c.Jl with Moelis re: Company forCCitllt; intomal discussion. re: """"' prepare v.l:cl:ly presenlntion
3.00 Meeting with Kirl:!arul & Ellis and other profe>sionllls
1.00 Review case related docume.ots and fili"8<
__f!1Q___ Various com:,;prutdcnce and di,;cu,.ions
17.50
2.50 Profcssionlll.<" Call; Committee col!; "'viow filing>
3.50 Pn:pore for and [>W"ticipate in ComJl"nY 2010 fo!"IICo.t coil: C<liiSlitucnt coli; review weekly pre,.,ntotion
2.00 Weekly CommitiCe ooll; disou,.ions re: exclusivity; review Olld co!IUtlent on cash flow infonnatioo
3.50 Review documents and coun nli"8s: various """"'Pondcnccand internal discuS<ions
1.50 Coil with MoFo. intemnl .. ions and meeting re: in....,.tigotion stotus
3.50 Committco coil; internal diussions OJtd nnolysis re; interim forocost model: review docket and coun ftlings
4.00 Review do::ulllOills for omnibus h=ing
7.00 Omnibus heari"8; discu,.ions re: elims
1.50 Review un5a:urcd claims onalysis arul intcnud discussions re: same
2.00 ln1Crnlll arul various
3.50 ReviewTransnctiondocumcnts;oall with M<>elis re: updated Company forecost; review internal =
4.50 Preporatio.o for m:ting; meeting with Kirldand & Elti and other professionals; internal discus:;ions
4.50 Weekly Committee call; meeting with MoFo to di.<cu" ""tusond nox! >tcp: internal discussioos
0.50 Discussions re: fee pmccdllrCS
4.00 Review tnnsoction docum<nts and docket
2.00 Review f discu,.ioo re: document production
2.50 Voriou ='Pondcnce arul review documcnL< re: propeny-bypropcrty infomllltion
1.00 Review ""ekly pre>cnllllion
November 1, 2010 November 3(1,2010 f<>r Alexander Rohan

Jolvt D'Anico 1111!2010 5.50 Professionol' Committee cll; prepare weekly prescnlation; review of filings
JohnD"Amico 111212010 6.50 Company 2010 forec .. t call; oon.>UWcnt call; f10olize """"'ly pro<cnlation
John D'Amico lll:lflOIO 7.00 Wcckly Commi1tee call; Analpio nd related discu .. ion: d\IICu,.ion.> ro: exclusivity
JohnD"Antieo 111412010 4.50 Document review
John D"Antieo ll/5!2010 5.00 c.Jl withMoFo, intemalcliscu..,ions and meeting rc: inwstigotion stnlll<; documonl review
John D"Amico 111812010 4.50 Committcc c.ll; internal diocWlsi<ms arul anoly;is re: interim forllCIISt model: review docket ond circulaiC roccnt filing>
John D"Amieo !119!2010 5.00 Review dodct and drculate bearing agenda. [)oeUIIII:.!lt review. Review of coun filings.
John D"Antieo 1111012010 4.50 Prepare binder for omt1ibus bearing: review of ooun filing and in1emal dis<:U>Sinn.>"" '"""'
John D'Amico lllllrlOIO 6.50 Review of internal model updoto; analysis and diseu..,ions rc: same; review of unsecured clai""'
John D"Amico 11112/2010 6.50 Documen1 review; intcrJIIII discu .. ions ond various correspondence re: same; review of unsecured claim.
John D'Amico j 111312010 7.50 Docummt review; preparati011 of matcriols for meeti"8
John D'Amico 1111312010 3.50 Documcnt review; of materials for meeting
John D"Amico ll/1512010 8.00 Call with Moclis rc: updated Company iniCmal discussions re: some; prcpare presentntioo; doeulllCnt review
John D"Amico 1111612010 8.00 Internal diseu,.,ion.>; various 00!1"elipondcn<:<:; prcpiii"C nalysis and documents for MoFo tneeting
John D"Amico llll7tl010 5.50 Wookly Committee coli; review docl:ct and circulate ftlings; meeting with MoFo to diocuS< invcsfiglio.o sttus ond next >teps
John D"Amico ll/1812010 6.50 Documentn:>iow
John D"Amico llfl212010 3.50 Review ofindustryrcso.."llrCh; dato room information
John D"Amico llt2312010 4.50 Review of documen1 production
John D'Amico lltl!lf.!OIO 4.50 Review property-byprnp<:rty informatioo; review of flmrncil performance
John D"Amioo 11!29/2010 g_oo Prepllfntion I n>Vicw of'lll!<!ldy P""""'tation; Docu.,.,nt review: review of c:Il!h flow lnfomtl!tion
JohnD"Amico 111300010 4.50 I review of weekly p<C>cntaUon; intemol Jiocu,.ions arul variou.< correspondence
November 1, 2010 November 30, 2010 Summary Houl"!i ror John D' Amlm ---u9.50
Sunil Surl
Sunil Suri !J/1/2010 4.00 Professionals' call; cOJJllllittoe call; prepare weekly update
SunilSuri l112n010 3.SO Compaoy 2010 foreen..t call; corultitucnt coil; review dota for weekly update
SunilSnri llr.J/2010 4.00 Weekly Committee coli; Transaolion analysis and related discus.ioos
Sunil Snri ll/412010 2.00 Due dilige:nce Olld intemol discussio"'
SunilSuri 11/5r2010 2.00 Csll with MoFo, intern! discussions Olld meeting re; inVO>tigation >tolus
SunilSuri 11/612010 3.00 Review dota roomdocumeols and related anoly;i:!
Sunil Sufi 11nnow 4.00 Prepare analysis us.ing indulrJ Olld company reports
Sunil Suri 11/ll/2010 2.50 Commitiee call; intcmol dhcuss.ions and analysis re; interim forocat model
Sunil Suri 11/9r2010 1.00 Review dota roomdocum:nts and related 111laly;is
Sunil Suri 111100010 3.00 Documeot review re; '"'"'""'ion
Sunil Suri lll1lr2010 4.00 Review un.sccurcd claims; l!loly;i 111ld discussi011s re; same
Sunil Suri ll/111201() 3,00 Review lnns:ction documcJlls; intormd discu.,ions re: some
Sunil Sud 1111312010 6,50 Review and anolyslo of Apollo document; discu!l'ions rc; samo
Sunil Suri 1111412010
Sunil Suri IJ/1S/2010
7.00 Additiorud review of dotument production ,
5.00 Csll with Moclis = updated Company foro:iiSt; inu:mol discussions re; '""'e; commenls to weekly prcscnhllion; .,;;.iY<;. for Mol'o
Sunil Snri 111161201!1 6,5(1 Internal discussions; various correopondence; prepare anolyi and documents for MoFo meeting
Sunil Sud ll/1712010 O.SO Wd:lyCommitteecoll
Sunll Suri ll/HIJ2010 3.00 Discu,.ions re; fee procedures; review lr0lls:1clion documents; CO"""J!Ondence re; same
Sunil Suri ll/19120!0 2.00 documoniS
Sunil Sud Jl/21!12010 3.00 Prepare analysis for weekly updale
Sunil Suri !li29/20W 6.00 Prepa:otion ofweeklyprc:sonlation IUid rclat<:d 11.11oly.<is
Sunil Snri !l/3000!1)
November l, 2010 Nov<mber 30,2010 Summary Hours tor !>UnU Surl
2.00 Edit o=kly prosonllltion
---n:so-
PatrickMo"ow
II/Jr20!0 6.50 Profe.<Sionals' Coli; Committee c.U; pi< pOle weekly presentation; review key hearing dales
PtrickMO!ToYI ll/2n010 5.50 Company 20](1 forcc:IISI caU; coostimenl call; fma!i"' v.eekly presentation
Patrick Morrow ll/Jr2010 7.00 Wd:ly Committee coil; """""'tion analy;is and J-claled di:<cussioru; di>cussions re; exclusivity
PatriokMormw 111412010 5.50 Prepare/review documenl and crcalo books for deal learn
PtrickMorrow Jl/5/2010 2.50 Coil with MoFo, internal discussions and meeting re: iovestigatioo statu.<
PatriokMorrow unnow 2.00 Review induslry """""'" report.!l
Patrick Morrow l!ll!r2010 2.50 Committee caU; intemol discu,ions and rnalys1s re: interim forecost model; review docket and drculale recent filings
Patrick Morrow 111912010 !.50 Review docket and circulate Maring ogendo; review data room documcnls and rclolC<! anolysis
PatriokMorrow ll/100010 5.50 Prepare binder for omnibu. hearing; prncun: LNR Complaint and inu:mol discussions re: same; review docnmeniS
PotrickMorrow 1111112010 6.50 Prepare unsecured chUm< anolysis; analysis and discu,;sions re: same
Patrick Morrow 1!11212010 4.50 Reviow d<X:nmcnlS prnduotion; inu:rnal discussiOJIS and various correspondence re; same
Patrick Morrow 1111312010 7.00 Additional review of diocussions re: .,.....,
Patrick Morrow ll/1412010 8.50 review of document pl"oduction
PtrickMorrow 11/1512010 6.50 Col! with Moclis n:: upd1lled Company intemol discu,;sions re; some; prepare v.eekly presentaliOD; analysis for MoFo meeling
PtrickMorrow llll612010 8.00 Intemn! diSCllsslons; vorious corrcspondcm:e; prepan: onolysis and documents for MoFo meeting
PotrickMOITow llll7f20]0 1.50 W<:eklyCommittcccall; review docket and circulate filings
Patrick Morrow 11/18r2010 2.50 Discu.:don n:; fo: procedures; orgOllize transaction documents for team; review
Patrick Morrow J!l19r20!0 2.00 Documenl review and related 1111olysis
PotrickMorrow 1112712010 2.00 Duediligenco
Patrick Morrow l!/2812010 6.50 Anolyz.e propcrty-by-prop<rty lnforll'llltion; prep.,..tion of weekly update
Patrick Morrow 1!12912010 7.00 Prepare weekly pn:scntotioo
Patrick Morrow 11130/2010
Novombcr 1, 2010 Novembor 30, 2010 Summary Hours for Patrlek Morrow
4.SO Fiooliu weekly presentation; intemnl discu,.ions and vorious oorrcspondoncc
"""'iii5.55