Hearing Date: November 10, 2010 at 10:00 a.m.

(Prevailing Eastern Time) Objection Deadline: November 3, 2010 at 4:00 p.m. (Prevailing Eastern Time)

James H.M. Sprayregen, P.C. Paul M. Basta KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF DEBTORS MOTION FOR THE ENTRY OF AN ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The (continued on next page)

PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced motion (the Motion) will be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on November 10, 2010 at 10:00 a.m. prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE that any objections to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than November 3, 2010 at 4:00 p.m. prevailing Eastern Time, by: (i) the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent; and (ii) Fried, Frank, Harris, Shriver & Jacobson, LLP. Only those responses that are timely filed, served, and received will be considered.

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

All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

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PLEASE TAKE FURTHER NOTICE that, if no objections to the Motion are timely filed and served in accordance with this notice, the Court may enter an order granting some or all of the relief requested in the Motion as requested by the Debtors without further notice or hearing. New York, New York Dated: October 20, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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Hearing Date: November 10, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Deadline: November 3, 2010 at 4:00 p.m. (Prevailing Eastern Time)

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

DEBTORS MOTION FOR THE ENTRY OF AN ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The (continued on next page)

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (the Motion) for the entry of an order pursuant to section 363 of the Bankruptcy Code (as defined herein), substantially in the form attached hereto as Exhibit A, (a) approving the Debtors undertaking to compensate Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank) as counsel to the Independent Committee (as defined herein) and authorizing the payment of such compensation by the Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee, and (c) authorizing such other relief as is just and proper. In support of this Motion, the Debtors submit the Declaration of Bonnie Steingart, a member of Fried Frank (the Steingart Declaration), which is attached as Exhibit B hereto and incorporated by reference herein. In further support of this Motion, the Debtors respectfully state as follows: Introduction Consistent with the Courts ruling on September 1 with respect to the Debtors request to assume the plan support agreement, the Debtors have actively engaged with all of their major stakeholders to solicit input regarding restructuring alternatives with the goal of proposing and filing a consensual plan. The Debtors and their advisors are developing plan concepts and facilitating due diligence by interested parties. Additionally, at a meeting of the Board of Trustees of Innkeepers USA Trust (the Board) held on October 19, 2010, the Board, by unanimous consent, formally adopted resolutions (the Board Resolutions)consistent with how the Debtors have operated since

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.

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after the Courts September 1 rulingthat, among other things, established and created a committee of independent trustees of the Board (the Independent Committee). The Independent Committee will (a) review and evaluate information about the Debtors restructuring alternatives and, as appropriate, meet separately from the Board and (b) address any conflicts of interest appropriately. Moreover, with the help of the Debtors advisors, the

Independent Committee will be responsible for (a) conducting a preliminary analysis of all indications of interest or proposals received (including the Five Mile proposal to Midland) relating to, among other things, sponsorship of a chapter 11 plan, a potential recapitalization, or other financial/strategic alternative related to a chapter 11 plan and (b) making a recommendation with respect thereto to the Board. The Independent Committee is also

authorized by the Board Resolutions to take any other action that the Independent Committee determines to be necessary or appropriate solely in carrying out its responsibilities as expressly delegated to the Independent Committee by the Board Resolutions. The Board Resolutions empowered the Independent Committee to engage counsel to represent and assist the Independent Committee in carrying out the Independent Committees duties. The Independent Committee has determined to engage Fried Frank. Accordingly, the Debtors seek entry of an order authorizing and approving (a) the undertaking by the Debtors to satisfy, pay, and reimburse all reasonable charges for professional services rendered and disbursements incurred by Fried Frank, and (b) such satisfaction, payment, reimbursement, and compensation. Additionally, the Debtors believe it is appropriate to compensate fairly the members of the Independent Committee for their enhanced role in the Debtors chapter 11 process. As such, the Debtors respectfully assert that the relief requested herein is amply

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justified in the context of these Chapter 11 Cases (as defined herein) and they respectfully request that the Court grant the relief requested herein. Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is section 363(b) of title 11 of

the United States Code (the Bankruptcy Code). Relief Requested 4. By this Motion, the Debtors seek the entry of an order (a) approving the Debtors

undertaking to compensate Fried Frank as counsel to the Independent Committee and authorizing the payment of such compensation by the Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee, and (c) authorizing such other relief as is just and proper. Background 5. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

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6.

On July 28, 2010, the United States Trustee for the Southern District of New York

(the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 7. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33, as supplemented by Docket No. 516]. Fried Franks Retention by the Independent Committee 8. The Debtors and the Independent Committee are familiar with the professional

standing and reputation of Fried Frank, as well as its extensive experience and knowledge in the field of debtors and creditors rights. As set forth in the Steingart Declaration, Fried Frank is well qualified to represent the Independent Committee in these Chapter 11 Cases and will provide its expertise in chapter 11 related issues and the associated fiduciary duties of independent directors. I. 9. Fried Franks Qualifications As set forth in the Steingart Declaration, Fried Frank has a diverse legal practice,

with over 450 attorneys serving clients in diverse areas of law. Fried Franks bankruptcy and restructuring practice represents a diverse client base, including corporate debtors, investors and asset purchasers, committees, both official and ad hoc, bondholders, secured and unsecured creditors, parties dealing with distressed businesses, officers and directors, and other interested parties in corporate restructurings, bankruptcy cases, and related litigation throughout the United States.

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II. 10.

Services to Be Provided and Professional Compensation Fried Frank will advise, assist, and represent the Independent Committee and its

members in connection with (a) the Chapter 11 Cases and (b) other matters that the Independent Committee may request from time to time. 11. The Debtors will compensate Fried Frank for services rendered by Fried Frank to

the Independent Committee on and after September 10, 2010. The Debtors propose to pay Fried Frank amounts that do not (and will not) exceed the rates that Fried Frank customarily charges to its other clients, and to reimburse Fried Frank according to its customary reimbursement policies, and respectfully submit that such rates and policies are reasonable. The applicable rates to be charged by Fried Frank are set forth in the Steingart Declaration. 12. The Debtors understand that in connection with the reimbursement of reasonable

and necessary expenses and as set forth in the Steingart Declaration, Fried Frank customarily charges its clients for all ancillary services incurred, including photocopying charges, facsimile transmissions, messengers, courier mail, computer and data bank time, word processing, secretarial overtime and temporary employees, overtime meals, overtime and late night transportation, travel, lodging, meal charges for business meetings, postage, printing, transcripts, filing fees, document retrieval, and similar items. 13. Fried Frank will submit monthly invoices to the Independent Committee, with

copies of the monthly invoices (redacted as appropriate) submitted at the same time to (a) the Debtors, (b) counsel for the Debtors, (c) counsel to the Creditors Committee, (d) counsel to Midland Loan Services, Inc., (e) counsel to Wells Fargo Bank, N.A. and U.S. Bank National Association, as trustees, and (f) the U.S. Trustee. The Debtors will pay, in the ordinary course of business, all reasonable amounts invoiced by Fried Frank for fees and expenses.

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III. 14.

Fried Franks Disinterestedness The Debtors do not believe that Fried Frank is a professional whose employment

is subject to approval under section 327 of the Bankruptcy Code. The Independent Committee and not the Debtorsis the entity retaining Fried Frank (although the Debtors estates will pay for Fried Franks services as set forth herein). Thus, the Debtors believe that Fried Franks services are more appropriately authorized and paid for pursuant to section 363 of the Bankruptcy Code. Nonetheless, to the best of the Debtors knowledge, and as disclosed in the Steingart Declaration and exhibits thereto, Fried Frank (a) is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, (b) does not hold or represent an interest adverse to the Debtors estates, and (c) except as set forth in the Steingart Declaration, has no connection to the Debtors, their creditors, or their related parties. 15. Fried Frank will periodically review its files during the pendency of these Chapter

11 Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent that Fried Frank discovers any new relevant facts or relationships bearing on the matters described herein during the period of Fried Franks employment, Fried Frank will use reasonable efforts to file promptly a supplemental declaration. Additional Compensation of Independent Directors 16. In addition to seeking the approval of compensation to Fried Frank as counsel to

the Independent Committee, the Debtors are also requesting authority to provide the members of the Independent Committee with additional compensation in light of their enhanced duties in the Chapter 11 Cases. Currently, the members of the Independent Committee receive compensation in the amount of $75,000 per year for services rendered along with reimbursement of expenses incurred in fulfilling their duties as members of the Board. The Debtors propose, and the Board has approved subject to Court approval, effective as of September 1, 2010, to supplement this 7
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amount and pay to (a) each member of the Independent Committee the amount of $3,000.00 for each meeting of the Independent Committee or of the Board (other than a regularly scheduled meeting of the Board) (the Per Meeting Fee), provided that members of the Independent Committee shall receive only one Per Meeting Fee on days when both the Board and the Independent Committee meet, and (b) the Chairman of the Independent Committee an additional $3,500 for every daily equivalent of work completed in his capacity as Chairman of the Independent Committee, other than at a meeting of the Independent Committee or of the Board. The Debtors believe that such compensation is commensurate with the time and effort to be expended by each member of the Independent Committee. Compensation of directors is a normal part of the business of a corporation and is authorized by the bylaws and certificates of incorporation of the Debtors. However, out of an abundance of caution, the Debtors are The Debtors respectfully assert that such

requesting authority for such compensation.

compensation is a reasonable exercise of their business judgment. Basis for Relief 17. The compensation of counsel for the Independent Committee and the additional

compensation of Independent Committee members as set forth herein are both appropriate under section 363 of the Bankruptcy Code. Section 363(b) provides, in relevant part, that a debtor in possession, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate. 11 U.S.C. 363(b)(1). Section 363 also provides that transactions not in the ordinary course of business must be approved by court order after notice and a hearing. Under applicable case law, in this and other jurisdictions, if a debtors proposed use of its assets pursuant to section 363(b) represents a reasonable business judgment on the part of the debtor, such use should be approved. See, e.g., Official Committee of Unsecured

Creditors v. LTV Corp. (In re Chateauguay Corp.), 973 F.2d 141, 143 (2d Cir. 1992); Committee 8
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of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983) (requiring some articulated business justification to approve the use, sale, or lease of property outside the ordinary course of business); Myers v. Martin (In re Martin), 91 F.3d 389, 395 (3d Cir. 1996) (citing Fulton State Bank v. Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991)); Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983); In re Delaware & Hudson Ry. Co., 124 B.R. 169, 175-76 (D. Del. 1991) (courts have applied the sound business purpose test to evaluate motions brought pursuant to section 363(b)); Comm. of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (Where the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtors conduct). 18. The compensation of Fried Frank and additional compensation to members of the

Independent Committee are sound exercises of the Debtors business judgment. Fried Frank has extensive experience counseling debtors and creditors and other interested parties in large, complex chapter 11 cases. Additionally, the Debtors believe that Fried Frank, in their role as counsel to the Independent Committee and in conjunction with the significant role that the Independent Committee will play, will provide services that benefit the Debtors estates and creditors. 19. The payment of fees to the members of the Board is consistent with the Bylaws of

Innkeepers USA Trust (the Bylaws), which were enacted in 2007, and which state that members of the Board are (a) entitled to fixed sums per year or per meeting and (b) not precluded from serving the Trust in any other capacity and receiving compensation therefor. Further, the Debtors believe the compensation for the members of the Independent Committee as

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set forth herein to be an ordinary course transaction. As such, the Debtors are requesting authority for such compensation out of an abundance of caution. 20. To determine whether a transaction is in the ordinary course of business, courts

employ the horizontal dimension test and the vertical dimension test. See In re Drexel Burnham Lambert Group, Inc., 157 B.R. 532, 537-38 (S.D.N.Y. 1993); In re Crystal Apparel, Inc., 220 B.R. 816, 831-32 (Bankr. S.D.N.Y. 1998). These tests require an investigation into whether, from an industry-wide perspective, the transaction is of the sort commonly engaged in by businesses similar to the Debtors business in the ordinary course and whether the transaction subjects a creditor to economic risk of a nature different from those it accepted when it decided to enter into a contract with the Debtors, respectively. See In re GS Distribution, Inc., 331 B.R. 552, 559 (Bankr. S.D.N.Y. 2005); In re Lavigne, 183 B.R. 65, 70 (Bankr.S.D.N.Y 1995). With respect to these tests, the Debtors compensate the members of the Board in accordance with their bylaws, and businesses similar to the Debtors compensate directors in the ordinary course. Additionally, courts have held that the compensation of a debtors directors is an ordinary course transaction. See, e.g., In re Midway Games Inc, 428 B.R. 303 (Bankr. D.Del. 2010). 21. Taken together, the formation of the Independent Committee and the retention of

Fried Frank by the Independent Committee are important pieces of the Debtors plan process. The Independent Committee furthers the Courts mandate with respect to the plan process as set forth herein. Additionally, Fried Frank will make efforts to work with the Debtors and their advisors to avoid duplication of services wherever possible. In light of the foregoing, the Debtors believe that compensating Fried Frank and providing members of the Independent Committee with appropriate compensation, all as described herein, are appropriate and in the best interests of the Debtors and their estates and creditors.

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Motion Practice 22. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their motion to this Motion. Accordingly, the Debtors submit that this Motion satisfies Local Bankruptcy Rule 9013-1(a). Waiver of Bankruptcy Rule 6004(a) and 6004(h) 23. To implement the foregoing successfully, the Debtors seek a waiver of the notice

requirements under Rule 6004(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and the 14-day stay of an order authorizing the use, sale, or lease of a property under Bankruptcy Rule 6004(h). Notice 24. The Debtors have provided notice of this Motion to: (a) the entities on the Master

Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent; and (b) Fried Frank. The Debtors respectfully submit that no further notice is necessary. No Prior Request 25. other court. No prior request for the relief sought in this Motion has been made to this or any

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WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. New York, New York Dated: October 20, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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EXHIBIT A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

ORDER (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) under section 363 of the Bankruptcy Code, (a) approving the Debtors undertaking to compensate Fried Frank as counsel to the Independent Committee and authorizing the payment of such compensation by the Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee, and (c) authorizing such other relief as is just and proper; and upon the Steingart Declaration; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni 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. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

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relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. The Debtors undertakings to (a) satisfy, pay, and reimburse on behalf of the

Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel to the Independent Committee and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee as described in the Motion are approved. 3. The Debtors are authorized to (a) satisfy, pay, and reimburse on behalf of the

Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel to the Independent Committee and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee. 4. Fried Frank will submit monthly invoices to the Independent Committee with

copies of the monthly invoices (redacted as appropriate) submitted at the same time to (a) the Debtors, Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480, Attn: Mark Murphy, (b) counsel for the Debtors, Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn: Paul M. Basta, and Kirkland & Ellis LLP, 300 North LaSalle Street, Chicago, Illinois 60654, Attn: Anup Sathy, P.C., (c) counsel to the Creditors Committee, Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104, Attn: Jordan Wishnew, (d) counsel to Midland Loan Services, Inc., Haynes and

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Boone, LLP, 1221 Avenue of the Americas, New York, New York 10020, Attn: Lenard M. Parkins and John D. Penn, (e) counsel to Wells Fargo Bank, N.A. and U.S. Bank National Association, as trustees, Bryan Cave LLP, 1290 Avenue of the Americas, New York, New York 10104, Attn: Lawrence P. Gottesman, and Duane Morris LLP, One Market Plaza, Spear Tower, Suite 2200, San Francisco, California 94105, Attn: Phillip K. Wang, and (f) the U.S. Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004, Attn: Paul Schwartzberg. 5. The Debtors are hereby authorized to pay, in the ordinary course of its business

and on a monthly basis, all reasonable amounts invoiced by Fried Frank for fees and expenses. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 8. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 9. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York Date: __________ 2010

United States Bankruptcy Judge

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EXHIBIT B Steingart Declaration

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Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: INNKEEPERS USA TRUST, et al.,1 Debtors.

) ) Chapter 11 ) ) Case No. 10-13800 (SCC) ) ) Jointly Administered ) )

DECLARATION OF BONNIE STEINGART ON BEHALF OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP IN CONNECTION WITH THE DEBTORS MOTION FOR THE ENTRY OF AN ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE BONNIE STEINGART, being duly sworn, deposes and declares under penalty of perjury:

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni 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.

1.

I am a member in good standing of the bar of the State of New York, and I am a

member in good standing of the United States District Court for the Southern District of New York. I am a member of the firm of Fried, Frank, Harris, Shriver & Jacobson LLP, a Delaware limited liability partnership (Fried Frank). My firm maintains offices for the practice of law at One New York Plaza, New York, New York 10004-1980, and other locations. There are no disciplinary proceedings pending against me. I submit this declaration (the Declaration) in support of the motion (the Motion) of the Debtors for the entry of an order pursuant to section 363 of the Bankruptcy Code (a) approving the Debtors undertaking to compensate Fried Frank as counsel to the Independent Committee (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust (the Board) and authorizing the payment of such compensation by the Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee, and (c) authorizing such other relief as is just and proper. Except as otherwise noted, I have personal knowledge of the matters set forth herein.2 BACKGROUND 2. On July 19, 2010, each of the Debtors filed a petition with the Court under the

Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their

properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33, as supplemented by Docket No. 516].

3.

At a meeting of the Board held on October 19, 2010, the Board, by unanimous

consent, adopted resolutions (the Board Resolutions) that, among other things, established and created the Independent Committee. 4. The Independent Committee will (A) review and evaluate information about the

Debtors restructuring alternatives and, as appropriate, meet separately from the Board and (B) address any conflicts of interest appropriately. 5. With the help of the Debtors advisors, the Independent Committee will be

responsible for (a) conducting a preliminary analysis of all indications of interest or proposals received (including the Five Mile proposal to Midland) relating to, among other things, sponsorship of a chapter 11 plan, a potential recapitalization, or other financial/strategic alternative related to a chapter 11 plan and (b) making a recommendation with respect thereto to the Board. The Independent Committee is also authorized by the Board Resolutions to take any other action that the Independent Committee determines to be necessary or appropriate solely in carrying out its responsibilities as expressly delegated to the Independent Committee by the Board Resolutions. 6. The Board Resolutions empowered the Independent Committee to engage counsel

to represent and assist the Independent Committee in carrying out the Independent Committees duties. The Independent Committee has determined to engage Fried Frank. 7. In addition, the Board resolutions directed the Debtors to satisfy, pay and

reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank for the Independent Committee and file with the Bankruptcy Court any appropriate motion seeking an order authorizing and approving (A) the retention of Fried Frank by the Independent Committee, (B) the undertaking by the Debtors to satisfy, pay, and reimburse all reasonable charges for professional services

rendered and disbursements incurred by Fried Frank, and (C) such satisfaction, payment, reimbursement, and compensation. 8. Fried Frank has a diverse legal practice, with over 450 attorneys serving clients in

diverse areas of law. Fried Franks bankruptcy and restructuring practice represents a diverse client base, including corporate debtors, investors and asset purchasers, committees, both official and ad hoc, bondholders, secured and unsecured creditors, parties dealing with distressed businesses, officers and directors, and other interested parties in corporate restructurings, bankruptcy cases and related litigation throughout the United States. 9. In preparation for and in connection with its representation of the Independent

Committee, Fried Franks attorneys have developed familiarity with and understanding of the Debtors assets, affairs, and business as well as the operations and the business and financial challenges that the Debtors face. Fried Frank is also familiar with the Debtors capital structure and the legal issues that may arise in the context of these Chapter 11 Cases. 10. Fried Frank has extensive experience in chapter 11 cases, and I believe that Fried

Frank has assembled a highly qualified team of attorneys to provide legal services to the Independent Committee in connection with the Debtors reorganization efforts. I am a member of Fried Franks Bankruptcy and Restructuring Group and have served as counsel for corporate debtors, investors, creditors, shareholders, and both official and ad hoc committees in complex chapter 11 reorganizations. 11. Additional Fried Frank partners who we expect to be involved with the firms

efforts on behalf of the Independent Committee include Brad Eric Scheler and Jean Hanson, who are partners in Fried Franks Bankruptcy and Restructuring Group. 12. Fried Frank is both well-qualified and uniquely able to represent the Independent

Committee in these Chapter 11 Cases in an efficient and timely manner.

13.

Fried Frank does not have any conflicts of interest that would impair its ability to

represent the Independent Committee. In that regard, in preparation for its representation of the Independent Committee, Fried Frank undertook to determine its connections with the Debtors and other parties in interest. 14. To ascertain Fried Franks connections with both the Debtors and other parties in

interest, Fried Franks accounting department produced a computer printout listing all of Fried Franks active clients. Fried Frank then reviewed that list to determine whether Fried Frank currently represents the Debtors secured and unsecured creditors, significant equity security holders, lenders, landlords, directors, officers, unions, insurers, lienholders, utilities providers, taxing authorities, customers, vendors, financial advisors and other known professionals involved in these Chapter 11 Cases (collectively, the Interested Parties). The list of

Interested Parties used in this process was prepared by the Debtors and sent to Fried Frank. In addition, to determine whether any Interested Parties were former clients and to supplement the review of Fried Franks current client list, an inquiry memorandum was provided to Fried Franks accounting and records departments for a detailed review of the firms records to determine whether Fried Frank previously represented the Debtors or their subsidiaries and any other Interested Parties.3 15. Based upon the results of that inquiry and conflict check (and any and all

knowledge I have apart from the results thereof), Fried Frank, to the best of my knowledge and belief (after what I consider to be an appropriate inquiry), does not hold or represent any interest

Out of an abundance of caution, Fried Frank also endeavored to determine whether any individual Fried Frank attorneys have any connections with the Debtors or any party in interest. Fried Frank, therefore, distributed to all Fried Frank attorneys an inquiry memorandum which (i) listed the Debtors, the Interested Parties, and the United States Trustee and (ii) inquired as to all of the matters that could constitute such connections.

adverse to the Debtors estates and is a disinterested person as that term is defined in sections 101(14) of the Bankruptcy Code. 16. Fried Frank and certain of its partners and associates may have in the past

represented, may currently represent, and likely in the future will represent Interested Parties in these Chapter 11 Cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and these Chapter 11 Cases. Disclosure with respect to any connections Fried Frank has or has had with the Debtors, Interested Parties, and the United States Trustee or any employee of that office, insofar as I know or have been able to ascertain after reasonable inquiry, is set forth below: (a) Fried Frank has represented and continues to represent Appaloosa

Management L.P. and its affiliates (collectively, Appaloosa) in matters wholly unrelated to the Debtors and these Chapter 11 Cases. Appaloosa is a preferred

shareholder of Innkeepers USA Trust as well as a certificate holder under the Fixed Rate Mortgage Loan Agreement. Fried Frank has not represented and will not represent Appaloosa or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. (b) Fried Frank has represented and continues to represent Apollo Investment

Corporation and its affiliates (Apollo) in matters wholly unrelated to the Debtors and these Chapter 11 Cases.4 Apollo owns the membership interests of Debtor Grand Prix Holdings LLC, the direct or indirect parent of all the other Debtors. Fried Frank has not represented and will not represent Apollo or any of its affiliates in connection with the Debtors or these Chapter 11 Cases.

Apollo has accounted for less than 0.035% of Fried Franks annual income for the twelve month period ending September 30, 2010.

(c)

Fried Frank has represented and continues to represent Lehman Brothers

Holdings Inc. and its affiliates (collectively, Lehman) in matters wholly unrelated to the Debtors and these Chapter 11 Cases. Lehman is the original lender under the Fixed Rate Mortgage Loan Agreement. Lehman is also the lender under the Floating Rate Mortgage Loan Agreement and the Floating Rate Mezzanine Loan Agreement. Fried Frank has not represented and will not represent Lehman or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. (d) Fried Frank has represented and continues to represent LaSalle Bank,

N.A. and it affiliates (LaSalle)5 in matters wholly unrelated to the Debtors and these Chapter 11 Cases. LaSalle Bank is trustee for LB-UBS Commercial Mortgage Trust 2007-C6 and LB-UBS Commercial Mortgage Trust 2007-C7, commercial mortgage backed securities (CMBS) which include the Fixed Rate Mortgage Loan Agreement. Fried Frank has not represented and will not represent LaSalle or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. (e) Fried Frank has represented and continues to represent U.S. Bank, N.A.

and its affiliates (collectively, U.S. Bank) in matters wholly unrelated to the Debtors and these Chapter 11 Cases. U.S. Bank is trustee for numerous CMBS that contain loans for which a Debtor entity is a borrower. Fried Frank has not represented and will not represent U.S. Bank or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. (f) Fried Frank has represented and continues to represent Wachovia Bank,

N.A. and its affiliates (collectively, Wachovia) in matters wholly unrelated to the

Bank of America, N.A. (Bank of America) is successor in interest to LaSalle. Fried Frank has represented and continues to Bank of America in matters wholly unrelated to the Debtors and these Chapter 1 Cases. Fried Frank has not represented and will not represent Bank of America or any of its affiliates in connection with the Debtors or these Chapter 11 Cases.

Debtors and these Chapter 11 Cases. Wachovia is the master servicer of the LB-UBS Commercial Mortgage Trust 2007-C6. Fried Frank has not represented and will not represent Wachovia or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. (g) Fried Frank has represented and continues to represent Wells Fargo Bank,

N.A. and its affiliates (collectively, Wells Fargo) in matters wholly unrelated to the Debtors and these Chapter 11 Cases. Wells Fargo is trustee or master servicer for numerous CMBS that contain loans for which a Debtor entity is a borrower. Fried Frank has not represented and will not represent Wells Fargo or any of its affiliates in connection with the Debtors or these Chapter 11 Cases. (h) In addition to the foregoing, I, Fried Frank, its partners, attorneys who are

of counsel and special counsel to Fried Frank, and/or associates of Fried Frank: (i) have represented in the past and/or now represent and may

in the future represent in each case in matters wholly unrelated to the Debtors and these Chapter 11 Cases creditors and/or equity security holders (or their affiliates) of the Debtors (or their affiliates), and/or other Interested Parties (or their affiliates), including the entities listed on Exhibit 1 attached to this Declaration; (ii) had, or have, dealings (other than representations) again,

in matters wholly unrelated to the Debtors and these Chapter 11 Cases with creditors and/or equity security holders (or their affiliates) of the Debtors (or their affiliates), and/or other Interested Parties (or their affiliates), including the entities listed on Exhibit 2 attached to this Declaration; and

(iii)

may have appeared in other cases unrelated to these

Chapter 11 Cases where the Debtors, their creditors, equity security holders, or other Interested Parties (or their affiliates), including the entities listed on Exhibit 3 attached to this Declaration, were involved where such matters were wholly unrelated to these Chapter 11 Cases. (i) Partners, attorneys who are of counsel, special counsel, and/or associates

of Fried Frank own stock or debt in creditors (or their affiliates) of the Debtors or other Interested Parties, including the following: (i) Aetna Inc. (ii) American International Group, Inc. (iii) American Electric Power Co., Inc. (iv) AT&T, Inc. (v) Bank of America, N.A. (vi) Citigroup, Inc. (vii) Coca-Cola Co. (viii) Consolidated Edison, Inc. (ix) General Electric Co. (x) General Motors Corp. (xi) IBM Corp. (xii) JP Morgan Chase & Co. (xiii) Long Island Power Authority (xiv) Pepsico, Inc. (xv) Progress Energy Inc. (xvi) Time Warner Inc. (xvii) United Parcel Service, Inc. (xviii) Verizon Communications, Inc. (xix) Wells Fargo & Co. However, I have been advised that none of these individuals owns sufficient stock or debt of any such creditor or party in interest to influence its affairs in any way, and that the value or the ability to dispose of such stock or debt would not be affected in any discernable way by any event in these Chapter 11 Cases. 17. Fried Frank has represented and continues to represent Capmark Financial Group

Inc. and its affiliates (collectively, Capmark) in matters wholly unrelated to the Debtors and these Chapter 11 Cases. Capmark was the original lender to the Debtors on three mortgage

loans totaling approximately $120 million, each of which was sold into the CMBS market. Fried Frank has also represented and continues to represent Merrill Lynch & Co., Inc. and its affiliates (collectively, Merrill Lynch) in matters wholly unrelated to the Debtors and these Chapter 11 Cases. Merrill Lynch was the original lender to the Debtors on three mortgage loans totaling approximately $75 million, each of which was sold into the CMBS market. As a result of the loans being sold to the CMBS market, upon information and belief, neither Capmark nor Merrill Lynch are creditors of the Debtors estate or Interested Parties. However, we make this disclosure out an abundance of caution. Fried Frank has not represented and will not represent Merrill Lynch or Capmark in connection with the Debtors or these Chapter 11 Cases. 18. To the best of my knowledge, information and belief, there are no other instances

wherein Fried Frank has, has had, or might be deemed to have or have had connections with the Debtors, their creditors, their equity security holders, or other Interested Parties. In addition, none of the connections disclosed above, in my view, affects Fried Franks disinterestedness, nor is likely to do so in the future. 19. Given the size and complexity of the Debtors businesses, and the number of

Interested Parties in these Chapter 11 Cases, it is possible that, despite reasonable efforts to discover connections as described above, the information listed above and in the attached exhibits may be incomplete or may have changed without our knowledge and may change during the pendency of these Chapter 11 Cases. I am not aware, however, of any connections not disclosed, and I am confident that if there were any such other connections, they were unrelated to these Chapter 11 Cases, and would have no effect on our representation. PROFESSIONAL COMPENSATION 20. The Independent Committee and the Debtors have agreed to compensate Fried

Frank on an hourly basis for professional services rendered and reimbursement of expenses incurred in connection with Fried Franks representation of the Independent Committee. Fried

10

Frank will submit invoices to the Debtors on a monthly basis and the Debtors will remit payment of reasonable fees and expenses within thirty days. The hourly rates and the

corresponding rate structure to be used by Fried Frank are in accordance with Fried Franks ordinary and customary rates for engagements. Fried Frank submits that the rates and rate structure reflect the intricacy, high stakes, and severe time pressures involved with the matter. In the normal course of business, Fried Frank revises its hourly rates from time to time. Set forth below are the current hourly rates that Fried Frank presently charges for the legal services of its professionals: Partners Of Counsel Special Counsel Associates Legal Assistants 21. $775 - $1,100 per hour $735 - $1,000 per hour $700 - $725 per hour $375 - $630 per hour $190 - $280 per hour

Because the fees (a) are based on hourly rates and will correspond to the degree

of effort expended on the Independent Committees behalf and (b) are Fried Franks usual and customary rates for services of this nature, I believe that these rates, and the terms and conditions of Fried Franks employment, are reasonable. 22. The Fried Frank bankruptcy and restructuring attorneys who are likely to perform

services in these Chapter 11 Cases and the hourly rates attributable to their work for this engagement, effective as of the date of this Declaration, are: Brad Eric Scheler Bonnie Steingart Jean Hanson Matthew Roose Gabriel Libhart 23. (Partner since 1984) (Partner since 1986) (Partner since 1983) (Associate, Class of 2006) (Associate, Class of 2010) $1,100 per hour $925 per hour $925 per hour $550 per hour $440 per hour

As these Chapter 11 Cases proceed, I anticipate that additional Fried Frank

partners, of counsel, special counsel, associates, and legal assistants may be assigned to work on these Chapter 11 Cases.

11

24.

In addition to the hourly rates set forth above, Fried Frank customarily charges its

clients for all ancillary services incurred, including photocopying charges, facsimile transmissions, messengers, courier mail, computer and data bank time, word processing, secretarial overtime and temporary employees, overtime meals, overtime and late night transportation, travel, lodging, meal charges for business meetings, postage, printing, transcripts, filing fees, document retrieval, and similar items. 25. Neither Fried Frank nor any partner of Fried Frank, any attorney who is of

counsel or special counsel to Fried Frank, or any associate of Fried Frank, has any agreement with any other entity to share with such entity any compensation received by Fried Frank in connection with these Chapter 11 Cases, or in connection with Fried Franks representation of the Independent Committee prior to the date hereof. 26. By reason of the foregoing, I believe that it is in the best interest of the Debtors

estates for Fried Frank to be employed by the Independent Committee.

12

Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct.

Dated:

October 20, 2010 New York, New York

LJ3~v/ Bonnie Steingart, ES@

EXHIBIT 1 Significant Creditors and Equityholders of the Debtors, and other Interested Parties that are Past or Present Clients or Affiliates of Past or Present Clients American International Group, Inc. American Electric Power Co., Inc. American Express American Express International American Home Assurance Co. Anheuser Busch Inc. AOL Time Warner Apollo Investment Corp. and its affiliates Appaloosa Management L.P. and its affiliates AT&T, Inc. Atlantic City Atmos Energy Bank of America, N.A. Benenson Capital Berkeley Farms BMC Industries, Inc. Brencourt Advisors, LLC and its affiliates6 Cablevision Carrier Corp. Chevron CIT Citibank and its affiliates Coca-Cola Co. and its affiliates Comcast Contract Services Group Inc. Cox Communications Culligan, Inc. Dechert LLP Dow Jones & Co. Inc. Duane Morris LLP E. & J. Gallo Winery Enterprise Rent-A-Car Fairfax County Redevelopment & Housing Authority

Brencourt Advisors, LLC (Brencourt) is a member of the Ad Hoc Committee of Preferred Shareholders. According to the Verified Statement of Ad Hoc Committee of Preferred Shareholders Pursuant to Bankruptcy Rule 2019(a) [Docket No. 205], Brencourt, through its affiliates, owns 6.0 % of the Debtors 8.0% Series C Cumulative Preferred Shares.

Federal Express General Electric Co. Hershey Foods Corp. Hilton Hotels Corp. Hilton International Corp. Holiday Inn Worldwide Honeywell Inc. and its affiliates Host Marriott LLP Insight Communications Jackson, Lewis, Schnitzler & Krupman LLP JP Morgan Chase & Co. Kasowitz, Benson, Torres & Friedman LLP Kirkland & Ellis LLP LaSalle Bank Corporation Lazard Freres & Co. Lehman Brothers Holdings Inc. and its affiliates Los Angeles, County Of Marriott Corp. Morrison & Foerster LLP National Consumer Cooperative Bank Office Depot PDI, Inc. Pellerin Laundry Machinery Sales Co., Inc. Perot Systems Corp. Pitney Bowes Inc. Pricewaterhousecoopers LLP Rank Xerox Pension Fund Ricoh Americas Corp. Safeway Inc. Shearson Lehman Brothers Sheppard, Mullin, Richter & Hampton LLP Siemens AG Siemens Corp. Skadden Arps Starwood Hotels, Inc. Suburban Propane Partners LP Sysco Corporation Thomson Reuters Time Warner Cable Pension Plan Time Warner Entertainment Co. Time Warner Inc. Toshiba Travelers Company (Reeves) Travelocity United Health Group U.S. Bank N.A.

Verizon Wachovia Bank N.A. Wells Fargo Bank N.A. Willkie Farr & Gallagher LLP Xerox Corp.

EXHIBIT 2 Significant Creditors and Equityholders of the Debtors, and Other Parties in Interest with whom Fried Frank Has Had Dealings or with Affiliates of whom Fried Frank Has Had Dealings ADP Inc. Alsco American Express Apco Inc. BCD Travel Beverly Hilton The Brickman Group, Ltd. Brunswick Corp. Carrabbas Centerline Cenveo Corp. C-III Asset Management LLC Clear Channel Outdoor Conoco Consolidated Edison, Inc. CWCapital Asset Management LLC Diamond Springs DS Waters of America Inc. DTE Energy Eckert, Seamans, Cherin & Mellott LLC Esopus Creek Advisors LLC Five Mile Capital and its affiliates FPL Group Inc. FTI Consulting, Inc. Georgia Power Co. Global Hyatt Corp. GMAC Commercial Mortgage Corp. Graybar Great Atlantic and Pacific Tea Co. Home Depot Howard County, MD Hyatt Hotels Corp. IBM Corp.

The entities listed on Exhibit 2 are in addition to those entities listed on Exhibit 1.

IKON Systems Inc. Integra Investment Group and its affiliates Irving, TX Lexington Insurance Co. Linebarger Goggan Blair & Sampson LLP LNR Partners Inc. Marriott International, Inc. Midland Loan Services Inc. Montgomery County National Grid PLC National Union Fire Insurance Co. of Pittsburgh PA New Hampshire Insurance Co. The New York Times Newsweek Paetec, Corp. Pami Autumn LLC (an affiliate of Lehman Brothers) Philadelphia Newspapers LLC Plainfield Asset Management LLC and its affiliates RE Michel Co. Inc. Reliant Energy R-H Group Inc. San Mateo Sempra Energy Partners Serta Mattress Co. Sherwin-Williams Co. Siemens Inc. Sprint Starbucks Corporation STX Inc. The Brickman Group, Ltd. The Lamar Corporation T-Mobile Toshiba Energy United Healthcare Services, Inc. United Parcel Service, Inc. Verizon Washington Post Co. Waste Management Winco Zurich American Insurance Co.

EXHIBIT 3 Appearance in Cases Where the Following Significant Creditors and Equityholders of the Debtors, and Other Interested Parties Were Involved, or Where Affiliates Thereof Were Involved Aramark Avis Rent A Car Systems Inc. BMC Group Frontier Communications Gencom Georgia Power The Herald Tribune Hess Corp. Hobart Corp. Howard D. Johnson Co. Interstate Hotels Japan Network Group Inc. Kaiser Foundation Kilpatrick Stockton LLP Moelis & Co. Officemax Inc. Paul Weiss Rifkind Wharton & Garrison LLP Pepco PG&E The Connection Inc. US Foodservice Inc.

The entities listed on Exhibit 3 are in addition to those entities listed on Exhibits 1 and 2.