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ny-946723
MORRISON & FOERSTER LLP

1290 Avenue of the Americas
New York, New York 10104
Telephone: (212) 468-8000
Facsimile: (212) 468-7900
Brett H. Miller
Lorenzo Marinuzzi
Jordan A. Wishnew

Attorneys for the Official Committee of Unsecured
Creditors of Innkeepers USA Trust, et al.

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 PAUL GALANTE IN SUPPORT OF
MOTION TO COMPEL APOLLO INVESTMENT CORPORATION
TO PRODUCE DOCUMENTS IN RESPONSE TO THE COMMITTEES
SUBPOENA FOR RULE 2004 EXAMINATION

PAUL GALANTE, being duly sworn, deposes and says:
1. I am over the age of 18. I am an associate with the law firm of Morrison &
Foerster LLP and serve as counsel to the Official Committee of Unsecured Creditors of
Innkeepers USA Trust, et al. (the Committee), the Debtors in the above-captioned action. The
facts in this declaration are based on my personal knowledge.

1
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.
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2. On August 31, 2010, the Committee served a Subpoena for Rule 2004
Examination (Subpoena) on Apollo Investment Corporation (AIC) (Ex. A-1, A-2), pursuant
to this Courts August 25, 2010 Order (Order) authorizing the Committee to seek discovery
from the Debtors and its current and former shareholder, and certain creditors, including AIC,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure. (Ex. A-3.)
3. As set out in the Courts Order, AIC was to submit written responses and
objections to the Subpoena by September 14, 2010, and produce documents responsive to the
Subpoena by September 30, 2010. (Ex. A-3.)
4. Having failed to receive AICs written responses and objections to the Subpoena
by the Court-ordered deadline, I emailed Andrew Ehrlich, counsel for AIC, on September 19,
2010, advising that the Committee had not received AICs written responses and that Mr. Ehrlich
should call me if he wished to discuss the matter. (Ex. B.)
5. On September 20, 2010, Mr. Ehrlich responded by email, stating that AICs
failure to respond was an oversight, and that the written responses would be sent that day. (Ex.
C.) Mr. Ehrlich also stated that he was happy to meet and confer regarding the responses. (Id.)
AIC, however, failed to submit its written objections and responses that day.
6. I then made numerous phone calls to Mr. Ehrlich to inquire about the status of
AICs written responses and objections, but was informed that Mr. Ehrlich was out of the office.
My phone calls were not returned.
7. On September 22, 2010, I again emailed Mr. Ehrlich, asking whether AIC needed
more time to respond to the Subpoena and to request a meet and confer by phone. I did not
receive a reply to this email. (Id.)
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8. On September 27, 2010, I emailed Mr. Ehrlich a third time, and copied his
colleague Amy Dieterich, stating that a week had passed since Mr. Ehrlich represented that
AICs responses would be forthcoming. (Ex. D.) I stated that I was willing to meet and confer
regarding AICs responses, but advised that unless the Committee received a status update from
AIC, the Committee would be forced to make a motion to compel AICs responses to the
Subpoena. (Id.) Again, I did not receive a reply to this email.
9. I continued to reach out to AICs counsel for an update on when the Committee
could expect AICs responses to the Subpoena. These attempts were unsuccessful, as I was
informed that Mr. Ehrlich was ill.
10. On October 1, 2010seventeen days beyond the Court-ordered deadline and one
day after the date on which responsive documents were dueMr. Ehrlich sent me an email,
attaching AICs written objections and responses to the Subpoena. (Exs. E-1, E-2.) In his email,
Mr. Ehrlich wrote: There is really no specific area that you have identified concerning the 2007
transaction about which we object to producing documents; the question really is one of time
frame. (Ex. E-1.) After several e-mail exchanges, Mr. Ehrlich and I agreed to have a meet and
confer on October 4, 2010.
11. On October 4, 2010, during our meet and confer, Mr. Ehrlich and I agreed upon a
time frame for responsive documents, and Mr. Ehrlich agreed to provide the Committee with a
list of search terms to be used for collecting electronic documents, as well as a list of custodians.
Based on AICs representations, and given AICs already-belated production efforts, it was my
understanding that those items, as well as the actual responsive documents, would be promptly
provided.
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12. A week later, AICs counsel had not yet sent the Committee both its list of
proposed search terms and list of custodians; indeed, AIC had not made any contact with me
since the meet and confer. On October 13, 2010, my colleague, Ms. Ramos, emailed Mr.
Ehrlich, with a copy to myself and Ben Rothstein, Mr. Ehrlichs colleague, to inquire about the
status of AICs document production. (Ex. F.) She did not receive a response to her email.
13. On October 21, 2010more than a week since Ms. Ramoss email to AICs
counsel and more than two weeks since the meet and confer regarding AICs responses to the
SubpoenaMs. Ramos called Mr. Rothstein to again inquire about the status of AICs document
production. Mr. Ramos informed me that Mr. Rothstein stated that he had spoken to Mr. Ehrlich
and that their client was not being cooperative, but that they would provide a status update the
following day. After Ms. Ramos relayed her conversation with Mr. Rothstein to me, I instructed
her to again call Mr. Rothstein to inform him that AICs failure to comply with the Subpoena and
the Courts Order was unacceptable, and that the Committee was prepared to file a motion to
compel early the following week. Ms. Ramos later informed me that she phoned Mr. Rothstein
and so advised him.
14. On October 25, 2010, Mr. Ehrlich sent me and Ms. Ramos an email, stating:
Paul and Leah: Apologies for the delay in getting this rolling. (Ex. G.) Mr. Ehrlich proposed
search terms for collecting electronic documents in response to the Subpoena, as well as a listo f
custodians. He then stated: We would be happy to proceed to collect electronic documents
using these terms, or to have a meet and confer to discuss. (Id.) After additional e-mails to
clarify the search terms, we also agreed to have a meet and confer the following day. (Ex. H.)
15. On October 26, 2010, Ms. Ramos and I spoke with Mr. Ehrlich. With respect to
hard copy documents, Mr. Ehrlich informed us that AIC had already started collecting such
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documents and that he expected to be in a position to produce them the following week. As for
electronic documents, the Committee proposed additional search terms, which Ms. Ramos sent
by e-mail to Mr. Ehrlich later that day. (Ex. I.). Mr. Ehrlich agreed to use those additional
search terms. (Ex. J.) Based on Mr. Ehrlichs representations on the phone, the Committee
expected that both hard copy and electronic documents would be produced in short order.
16. After AIC failed to produce any documents or provide an update as to its expected
date of production, Ms. Ramos called Mr. Erhlich and left a message with his assistant on
November 1, 2010. Additionally, I emailed Mr. Ehrlich on November 3, 2010 to inquire about
the status of AICs document production. (Ex. K.) Both Ms. Ramoss email and my phone call
went unanswered. Finally, I left Mr. Ehrlich a voice mail on November 4, 2010, informing him
that unless the Committee received documents from AIC in response to the Subpoena by the
following afternoon, the Committee would bring a motion to compel production of such
documents.
17. The next day, Mr. Ehrlich e-mailed me and Ms. Ramos, stating: We should be
in a position to begin our rolling production shortly; the e-discovery review (which is a little
more time-consuming) is underway. I will call you later today to give you a more precise
timeframe. (Ex. L.)
18. It has been over two months since the Committee served AIC with the Subpoena,
and over a month since the deadline ordered by this Court for the production of responsive
documents. Throughout this time, AIC has continually represented that it will work
cooperatively with the Committee to provide discovery, and AICs counsel has repeatedly
promised that documents will be forthcoming, yet AIC has not produced a single document in
response to the Subpoena.
19. AJI other parties from whom the Committee sought Bankmptcy Rule 2004
discovery pursuant to its Motion, .induding the Debtors and its m'\ior secured creditors, have
provided the Committee with approximately 350,000 pages of dtJcuments, and continue to
supplement those doc1.unent productions.
T declare nndet' penalty of peljury under the laws of the State of New York and the United
States of America that the above is true and correct. Executed this 5h day of November, 2010 in
New York, New York.
Paul Galante
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EXHIBIT A-1
1
Ramos, Leah A.
From: Ramos, Leah A.
Sent: Tuesday, August 31, 2010 2:49 PM
To: aehrlich@paulweiss.com
Cc: Engelhardt, Stefan W.; Marinuzzi, Lorenzo; Galante, Paul A.
Subject: In re Innkeepers USA Trust
Attachments: 2010.08.31 Apollo Investment Corp..pdf; 2010.08.25 Order Permitting the Committee to
Conduct Rule 2004 Discovery.pdf
Counsel:
Please see the attached.
2010.08.31 Apollo
I nvest ment C...
2010.08.25 Order
Permit t ing t h...
Best regards,
---
Leah A. Ramos
Associate | Morrison & Foerster LLP
New York, NY 10104-0050
tel: (212) 336-4089 | fax: (212) 209-1818
lramos@mofo.com
www.mofo.com
EXHIBIT A-2
8254 (Form 254- Subpoena for Rule 2004 Examination) (12/07)
In re Innkeepers USA Trust, eta!.,
To:
Debtor
Apollo Investment Corp.
9 West 57'h Street
New York, NY 10019
Southern District of New York
SUBPOENA FOR RULE 2004 EXAMINATION
Case No.* 10-13 800(SCC)
United States Bankruptcy Court for the Southern
District of New York
_________________ _
[g) YOU ARE COMMANDED to appear and testifY at an examination under Rule 2004, Federal Rules of Bankruptcy Procedure, at the
place, date, and time specified below. A copy of the court order authorizing the examination is attached.
PLACE OF TESTIMONY
Morrison & Foerster LLP
DATE AND TIME
1290 Avenue of the Americas October 6, 2010
New York, NY 10104
[g) YOU ARE COMMANDED to produce and permit inspection and copying of the following documents or objects at the place, date, and
time specified below (list documents or objects):
SEE ATTACHMENT A
PLACE
New York, NY 10104
ISSUINGPFF!CER SIGNATURE AND TITLE
t
Stefan W. Engelhardt
Partner, Morrison & Foerster LLP
ISSUING OFFICER'S NAME, ADDRESS, AND PHONE NUMBER
Stefan W. Engelhardt
NewYork,NY 10104
Tel: (212) 468-8000
DATE AND TIME
DATE
*If the bankruptcy case is pending in a district other than the district in which the subpoena is issued, state the district under the case number.
ny-937240
B254 (Form 254 Subpoena for Rule 2004 Examination) (12/07)
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PROOF OF SERVICE
SERVED
DATE PLACE
SERVED ON (PRINT NAME) MANNER OF SERVICE
SERVED BY (PRINT NAME) TITLE
DECLARATION OF SERVER
I declare under penalty of perjury under the laws of the United States of America that the foregoing information contained in the Proof
of Service is true and correct.
Executed on
DATE SIGNATURE OF SERVER
ADDRESS OF SERVER
Rule 45, Federal Rules of Civil Procedure, Subdivisions (c), (d), and (e), as amended on December 1, 2007, made applicable in cases under the Bankruptcy Code by Rule 9016,
Federal Rules of Bankruptcy Procedure:
(c) Protecting a Person Subject to a Subpoena.
(1) Avoiding Undue Burden or Expense; Sanctions. A party or attorney responsible for
issuing and serving a subpoena must take reasonable steps to avoid imposing undue burden or
expense on a person subject to the subpoena. The issuing court must enforce this duty and impose an
appropriate sanction which may include lost earnings and reasonable attorney's fees on a party
or attorney who fails to comply.
(2) Command to Produce Materials or Permit Inspection.
(A) Appearance Not Required. A person commanded to produce documents,
electronically stored information, or tangible things, or to permit the inspection of premises, need not
appear in person at the place of production or inspection unless also commanded to appear for a
deposition, hearing, or trial.
(B) Objections. A person commanded to produce documents or tangible things or
to permit inspection may serve on the party or attorney designated in the subpoena a written
objection to inspecting, copying, testing or sampling any or all of the materials or to inspecting the
premises or to producing electronically stored information in the form or forms requested. The
objection must be served before the earlier of the time specified for compliance or 14 days after the
subpoena is served. If an objection is made, the following rules apply:
(i) At any time, on notice to the commanded person, the serving party
may move the issuing court for an order compelling production or inspection.
(ii) These acts may be required only as directed in the order, and the
order must protect a person who is neither a party nor a party's officer from significant expense
resulting from compliance.
(3) Quashing or Modifying a Subpoena.
(A) When Required. On timely motion, the issuing court must quash or modify a
subpoena that:
(i) fails to allow a reasonable time to comply;
(ii) requires a person who is neither a party nor a party's officer to travel
more than 100 miles from where that person resides, is employed, or regularly transacts business in
person except that, subject to Rule 45(c)(3)(B)(iii), the person may be commanded to attend a
trial by traveling from any such place within the state where the trial is held;
(iii) requires disclosure of privileged or other protected matter, if no
exception or waiver applies; or
(iv) subjects a person to undue burden.
(B) When Permitted. To protect a person subject to or affected by a subpoena, the
issuing court may, on motion, quash or modify the subpoena if it requires:
(i) disclosing a trade secret or other confidential research, development,
or commercial information;
(ii) disclosing an unretained expert's opinion or information that does
not
describe specific occurrences in dispute and results from the expert's study that was not requested by
a party; or
(iii) a person who is neither a party nor a party's officer to incur
substantial expense to travel more than 100 miles to attend trial
(C) Specifying Conditions as an Alternative. In the circumstances described in
Rule 45(c)(3)(B), the court may, instead of quashing or modifying a subpoena, order appearance or
production under specified conditions if the serving party:
(i) shows a substantial need for the testimony or material that cannot be
otherwise met without undue hardship; and
(ii) ensures that the subpoenaed person will be reasonably compensated.
(d) Duties in Responding to a Subpoena.
(1) Producing Documents or Electronically Stored Information. These procedures apply
to producing documents or electronically stored information:
(A) Documents. A person responding to a subpoena to produce documents must
produce them as they are kept in the ordinary course of business or must organize and label them
to correspond to the categories in the demand.
(B) Form for Producing Electronically Stored Information Not Specified. If a
subpoena does not specify a form for producing electronically stored information, the person
responding must produce it in a form or forms in which it is ordinarily maintained or in a
reasonably usable form or forms.
(C) Electronically Stored Information Produced in Only One Form. The person
responding need not produce the same electronically stored information in more than one form.
(D)Inaccessible Electronically Stored Information. The person responding
need not provide discovery of electronically stored information from sources that the person
identifies as not reasonably accessible because of undue burden or cost. On motion to compel
discovery or for a protective order, the person responding must show that the information is not
reasonably accessible because of undue burden or cost. If that showing is made, the court may
nonetheless order discovery from such sources if the requesting party shows good cause,
considering the limitations of Rule 26(b)(2)(C). The court may specify conditions for the
discovery.
(2) Claiming Privilege or Protection.
(A) Information Withheld. A person withholding subpoenaed information
under a claim that it is privileged or subject to protection as trial-preparation material must:
(i) expressly make the claim; and
(ii) describe the nature of the withheld documents, communications,
or
tangible things in a manner that, without revealing information itself privileged or protected, will
enable the parties to assess the claim.
(B) Information Produced. If information produced in response to a subpoena is
subject to a claim of privilege or of protection as trial-preparation material, the person making the
claim may notify any party that received the information of the claim and the basis for it. After
being notified, a party must promptly return, sequester, or destroy the specified information and
any copies it has; must not use or disclose the information until the claim is resolved; must take
reasonable steps to retrieve the information if the party disclosed it before being notified; and may
promptly present the information to the court under seal for a determination of the claim. The
person who produced the information must preserve the information until the claim is resolved.
(e) Contempt.
The issuing court may hold in contempt a person who, having been served, fails without adequate
excuse to obey the subpoena. A nonparty's failure to obey must be excused if the subpoena
purports to require the nonparty to attend or produce at a place outside the limits of Rule
45(c)(3)(A)(ii).
ATTACHMENT A
DEFINITIONS AND INSTRUCTIONS
As used herein, the following terms shall have the following meanings:
1. 2007 Transaction means the June 2007 transaction by which Apollo, through
certain subsidiaries, acquired Innkeepers as described in the Amended Declaration of Dennis
Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings
dated July 19, 2010 at 23.
2. Apollo means Apollo Investment Corporation and its direct subsidiaries,
affiliates, predecessors, successors, assignees and the current and former employees, agents and
representatives thereof.
3. Document means those things described in Fed. R. Civ. P. 34(a), made
applicable in bankruptcy cases by Rules 7034 and 9014 of the Federal Rules of Bankruptcy
Procedure, including without limitation any writings, drawings, graphs, charts, photographs,
phone records, electronic, recorded, digitally encoded, graphic, and/or other data compilations
from which information can be obtained, translated if necessary, by the respondent through
detection devices into reasonably usable form, or other information, including originals,
translations, and drafts thereof and all copies bearing notations and marks not found on the
original. The term document includes affidavits, analyses, appointment books, appraisals,
articles from publications, (whether in paper, database, electronic or other format(s)),
calculations (whether in paper, database, electronic or other format(s)), books, books of account,
statements, cables, calendars, charts, checks (cancelled or un-cancelled), check stubs,
confirmations, contracts, corporate resolutions, correspondence, credit card receipts, desk
calendars, desk pads, diaries, diskettes, drafts, estimates, evaluations, filings, financial
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statements, forms, invoices, journals, ledgers, letters, lists, memoranda, minutes, notations, notes,
opinions, orders, pamphlets, papers, partners and employees personnel files, partners and
employees review check lists, permanent files, pictures, press releases, projections,
prospectuses, publications, receipts, recordings of conferences, conversations or meetings,
reports, statements, statistical records, studies, summaries, tabulations, telegrams, telephone
records, telex messages, transcripts, understandings, videotapes, vouchers, work papers, copies
of records and documents, and sheets or things similar to any of the foregoing however
denominated. The term document further includes email and electronic communication
whether stored on a personal computer, network computer system, backup computer tape and/or
disk, or by some other storage mechanism. The term document further means any document
now or at any time in the possession, custody, or control of the entity to whom this document
request is directed (together with any predecessors, successors, affiliates, subsidiaries or
divisions thereof, and their officers, directors, employees, agents and attorneys). Without
limiting the term control as used in the preceding sentence, a person is deemed to be in control
of a document if the person has the right to secure the document or a copy thereof from another
person having actual possession thereof, including, but not limited to, work product contracted
by you from professional firms.
4. A document that concerns, is relating to, refers to, or relates to a given
subject matter means any document that evidences, constitutes, describes, contains, embodies,
reflects, identifies, states, references, deals with, or is in any way pertinent to that subject,
including, without limitation, documents concerning the presentation of other documents.
5. Innkeepers means, collectively, all of the debtors and debtors-in-possession in
the bankruptcy cases, jointly administered under Case No. 10-13800 (SCC) in the United States
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Bankruptcy Court for the Southern District of New York and any non-debtor affiliated entities
and all of their subsidiaries and predecessors and the current and former employees, agents, and
representatives thereof.
6. The documents covered by this request include all documents in your possession,
custody, or control. Unless otherwise specified, each request herein seeks all documents
generated or received by you during the period from January 1, 2007 through and including the
date of production.
7. Each request for the production of documents shall be deemed to be continuing in
nature. If at any time additional documents come into your possession, custody, or control or are
brought to your attention, prompt supplementation of your response to these requests is required.
8. You shall produce all documents in the manner in which they are maintained in
the usual course of your business or you shall organize and label the documents to correspond
with the categories in this request. A request for a document shall be deemed to include a
request for any and all file folders within which the document was contained, transmittal sheets,
cover letters, exhibits, enclosures, or attachments to the document in addition to the document
itself.
9. If and to the extent documents are maintained in a database or other electronic
format, you shall produce along with the document(s) software that will enable access to the
electronic document(s) or database as you would access such electronic document(s) or database
in the ordinary course of your business.
10. Documents shall be produced in such fashion as to identify the department,
branch or office in which they were located and, where applicable, the natural person in whose
possession it was found, and the business address of each documents custodian(s).
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11. Any document withheld from production based on a claim of privilege or any
similar claim shall be identified by (1) the type of document, (2) the general subject matter of the
document, (3) the date of the document, and (4) such other information as is sufficient to identify
the document including the author of the document, the addressee of the document, and, where
not apparent, the relationship of the author and the addressee to each other. The nature of each
claim of privilege shall be set forth.
12. Documents attached to each other should not be separated.
13. Documents not otherwise responsive to a discovery request shall be produced if
such documents mention, discuss, refer to, or explain the documents which are called for by this
discovery request.
14. The fact that a document is produced by another party does not relieve you of the
obligation to produce your copy of the same document, even if the two documents are identical.
15. In producing documents and other materials, you are requested to furnish all
documents or things in your possession, custody, or control, regardless of whether such
documents or materials are possessed directly by you or your directors, officers, agents,
employees, representatives, subsidiaries, managing agents, affiliates, accountants, investigators,
or by your attorneys or their agents, employees, representatives, or investigators.
16. If you object to any part of any request, you shall state fully in writing the nature
of the objection. Notwithstanding any objections, you shall nonetheless comply fully with the
other parts of the request to which you are not objecting.
17. Each document request shall be construed independently and not with reference to
any other document request for the purpose of limitation.
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18. The use of the singular form of any word includes the plural and vice versa. The
past tense shall include the present tense and vice versa.
DESIGNATED DOCUMENTS TO BE PRODUCED
1. All documents relating to the 2007 Transaction or any agreements relating
thereto.
2. All documents relating to any financing obtained or contemplated by Apollo in
connection with the 2007 Transaction.
3. All documents relating to Innkeepers ability or inability to service or satisfy any
debt obligations arising in connection with the 2007 Transaction.
4. All documents relating to any financial plans, valuations, appraisals, forecasts,
business plans, projections, or financial analysis of Innkeepers or any of its assets or
indebtedness related to the 2007 Transaction.
5. All documents relating to the fairness opinions issued by Lehman Brothers and
UBS Securities LLC in connection with the 2007 Transaction.
6. All documents relating to payments made to equity holders, officers, or trustees as
part of the 2007 Transaction.
7. All documents relating to any formal action taken by the board of directors, board
of trustees, members, partners, or management of Innkeepers or Apollo, including without
limitation meeting minutes, agendas, notes and formal resolutions, or declarations relating to the
2007 Transaction.
8. All documents evidencing any indebtedness incurred by Innkeepers as a result of
the 2007 Transaction.
9. All documents relating to the Agreement and Plan of Merger, dated as of April
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15, 2007 by and among Grand Prix Holdings LLC, Grand Prix Acquisition Trust, Innkeepers
USA Trust, Innkeepers USA Limited Partnership, and Innkeepers Financial Corporation.
MATTERS FOR TESTIMONY
1. The negotiation and financing (debt and equity) of the 2007 Transaction.
2. All debt incurred by Innkeepers as a result of the 2007 Transaction.
EXHIBIT A-3
In re
Innkeepers USA Trust, et al./
Debtors.
)
) Chapter II
)
) 10-13800 (SCC)
)
) Jointly Administered
___________________________ )
ORDER PERMITTING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
OF INNKEEPERS USA TRUST ET AL. TO CONDUCT RULE 2004 DISCOVERY OF
THE DEBTORS AND OTHER PARTIES
THIS MATTER having come before the Bankruptcy Court upon the motion, dated
August 17, 2010, of the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et
al. (the "Committee"), for entry of an order permitting the Committee to conduct discovery
pursuant to Bankruptcy Rule 2004 in the form of document production and witness testimony
concerning the Debtors' business affairs during the last three years (the "Motion"), all as more
fully described in the Motion and attached discovery requests and subpoenas; and it appearing
I
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor's fedeml tax identification number, are: GP AC Sublessee
LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix
Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651 ); Grand Prix Atlanta (Peachtree
Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix
Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix
Campbell/ San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631);
Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741 ); Grand Prix El Segundo LLC (3707); Grand Prix Englewood 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 Gennantown 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 lliM, 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 (373 I); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RI!vfV 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 Si!i I LLC (3714); Grand Prix Sili II LLC (3712);
Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061 ); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC
(9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix
Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956);
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 Comer Rl, LLC (1327); KPA
Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP 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.
ny-937272
that the Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. !57 and 1334;
and it appearing that venue of this Chapter 11 case and the Motion in this district is proper
pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a core proceeding
pursuant to 28 U.S.C. 157(b); and the Court having determined that the relief requested in the
Motion is in the best interests of the Debtors, its estate, its creditors and other parties-in-interest;
and the Court having determined that the legal and factual bases set forth in the Motion establish
just cause for the relief granted herein; and upon all of the proceedings had before the Court; and
after due deliberation and sufficient cause appearing therefore, it is hereby
ORDERED, that the Motion is hereby granted; and it is further
ORDERED, that the Committee is authorized to seek discovery from the Debtors and its
current and former shareholder, and certain creditors, including, but not limited to (a) Apollo
Investment Corporation ("AIC"), (b) Midland Loan Services Inc. ("Midland"), (c) Lehman ALI
Inc. ("Lehman"), (d) LNR Partners, LLC ("LNR"), (e) CW Capital Asset Management, LLC
("CW"), and (f) C-III Asset Management, LLC ("C-111") under Rule 2004 by service of the
subpoenas and discovery requests substantially in the form and substance attached to the Motion
(the "Subpoenas and Discovery Requests"); and it is further
ORDERED, that this authorization in no way limits the rights of the recipients of the
Subpoenas and Discovery Requests to object to the Subpoenas and Discovery Requests
consistent with the relevant Federal Rules of Civil Procedure, made applicable to the pending
matter by the relevant Federal Rules of Bankruptcy Procedure; and it is further
ORDERED, that unless otherwise agreed upon by the Committee and the affected party,
the Debtors, AIC, Midland, Lehman, LNR, CW, and C-III shall submit written responses and
objections to the Subpoenas and Documents Requests within fourteen (14) days of service and
ny-937272
make reasonable efforts to complete production of documents in response to the Subpoenas and
Discovery Requests (subject to their written objections) within thirty (30) days of service; and it
is further
ORDERED, that unless otherwise agreed upon by the Committee and the affected party,
the Debtors, AIC and Lehman shall produce witnesses for deposition testimony (subject to their
written objections) within forty (40) days of service of the Subpoenas and Discovery Requests;
and it is further
ORDERED, that entry of this Order is without prejudice to the Committee's right,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure or other applicable law, to
issue other forms of discovery allowable under the Federal Rules of Civil and Bankruptcy
Procedure to the recipients of the Subpoenas and Discovery Requests, or to seek discovery from
either affiliates of the recipients of the Subpoenas and Discovery Requests or parties in
possession, custody and control of documents of the recipients of the Subpoenas and Discovery
Requests, to the extent such discovery is reasonably believed by the Committee to result in the
provision of information called for by the Subpoenas and Discovery Requests in a more efficient
manner.
Dated: August 25,2010
New York, New York
Is! Shelley C. Chapman
UNITED STATES BANKRUPTCY JUDGE
ny-937272
EXHIBIT B
Ramos, Leah A.
From: Galante, Paul A.
Sent: Friday, October 22, 2010 2:00 PM
To: Ramos, Leah A.
Subject: FW: Rule 2004 Subpoena
Page 1 of 2
10/25/2010

Fr om: Galant e, Paul A.
Sent : Sunday, Sept ember 19, 2010 11: 45 AM
To: 'Andrew J Ehrlich'
Subj ect : RE: Rule 2004 Subpoena

Andrew:

I never received written responses to the discovery requests attached to the Apollo subpoena. Pursuant
to the Court's order Apollo's written responses were due last week. Please let me know if the failure to
respond was an oversight or if I am going to need to compel a response. Give me a call if you would like
to discuss the matter.

Best regards,

Paul

Fr om: Andrew J Ehrlich [ mailt o: AEhrlich@paulweiss.com]
Sent : Monday, August 30, 2010 8: 00 PM
To: Galant e, Paul A.
Subj ect : Re: Rule 2004 Subpoena

Paul,

Paul, Weiss will accept service of the subpoena. Please note that by accepting service of the subpoena,
AIC does not waive, and expressly preserves, all of its objections to the subpoena except service of
process.

Regards,
Andrew
Andrew J. Ehrlich | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064
(212) 373-3166 (Direct Phone) | (212) 492-0166 (Direct Fax)
aehrlich@paulweiss.com | www.paulweiss.com

From: "Galante, Paul A." <PGalante@mofo.com>
To: Andrew J Ehrlich/PaulWeiss@PaulWeiss
Date: 08/30/2010 05:16 PM
Rule 2004 Subpoena

Andrew:
Please let me know if Paul Weiss will accept service of the Rule 2004 subpoena on behalf of Apollo Investment
Corporation. Thanks.
Best regards,
Paul Galante
Associate
Morrison & Foerster
(212)336-4279
pgalante@mofo.com
---------------------------------------------------------------------To ensure compliance with requirements
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Subject:
Page 2 of 2
10/25/2010
EXHIBIT C
Ramos, Leah A.
To: Ramos, Leah A.
Page 1 of 3
10/25/2010

Sent : Wednesday, Sept ember 22, 2010 10: 12 AM

Andrew:

I still haven't received written responses to the discovery requests. If you are still out of town and need
more time that is alright. Also, let me know when you are available to have a short call to discuss the
responses, electronic discovery issues and the deposition of an Apollo representative.

Best regards,

Paul

Sent : Monday, Sept ember 20, 2010 9: 37 AM

Paul

That is absolutely an oversight and the result of miscommunication, as I was out of town on another
matter. You'll get them today, and I am happy to meet and confer with you at your convenience about
Apollo's responses.

My sincere apologies for the delay.

Best regards,
Andrew

Date: 09/19/2010 11:45 AM

Andrew:

I never received written responses to the discovery requests attached to the Apollo subpoena. Pursuant to the
Court's order Apollo's written responses were due last week. Please let me know if the failure to respond was an
oversight or if I am going to need to compel a response. Give me a call if you would like to discuss the matter.

Best regards,

Paul


Paul,

Paul, Weiss will accept service of the subpoena. Please note that by accepting service of the subpoena, AIC does
not waive, and expressly preserves, all of its objections to the subpoena except service of process.

Regards,
Andrew

Andrew:
Subject:
RE: Rule 2004 Subpoena
Date: 08/30/2010 05:16 PM
Subject:
Rule 2004 Subpoena
Page 2 of 3
10/25/2010
Best regards,
Paul Galante
Associate
Morrison & Foerster
(212)336-4279
pgalante@mofo.com
============================================================================
---------------------------
contain information that is privileged and confidential. If you are
not the
intended recipient, you are hereby notified that any dissemination of
this
communication is strictly prohibited. If you have received this
communication
in error, please erase all copies of the message and its attachments
and
============================================================================
---------------------------
Page 3 of 3
10/25/2010
EXHIBIT D
Ramos, Leah A.
To: Ramos, Leah A.
Page 1 of 4
10/25/2010

Sent : Monday, Sept ember 27, 2010 12: 24 PM
Cc: 'Amy Diet erich'

Andrew:

I understand that you are out of the office today. It has been a week since you sent the below e-mail
indicating that Apollo's failure to respond to the Committee's discovery requests was an oversight and that
Apollo's written responses would be forthcoming. I have still not received the written responses. I am
willing to meet and confer regarding any issues you might have concerning the discovery requests as you
suggest in your e-mail. That being said, I would appreciate an update about Apollo's written responses or
will be forced to make a motion to compel responses to the Committee's discovery requests. I look
forward to speaking to you about this matter.

Best regards,

Paul

Sent : Monday, Sept ember 20, 2010 9: 37 AM

Paul

That is absolutely an oversight and the result of miscommunication, as I was out of town on another
matter. You'll get them today, and I am happy to meet and confer with you at your convenience about
Apollo's responses.

My sincere apologies for the delay.

Best regards,
Andrew

Andrew:

I never received written responses to the discovery requests attached to the Apollo subpoena. Pursuant to the
Court's order Apollo's written responses were due last week. Please let me know if the failure to respond was an
oversight or if I am going to need to compel a response. Give me a call if you would like to discuss the matter.

Best regards,

Paul


Paul,

Paul, Weiss will accept service of the subpoena. Please note that by accepting service of the subpoena, AIC does
not waive, and expressly preserves, all of its objections to the subpoena except service of process.

Regards,
Andrew

Date: 09/19/2010 11:45 AM
Subject:
RE: Rule 2004 Subpoena
Date: 08/30/2010 05:16 PM
Subject:
Rule 2004 Subpoena
Page 2 of 4
10/25/2010

Andrew:
Best regards,
Paul Galante
Associate
Morrison & Foerster
(212)336-4279
pgalante@mofo.com
============================================================================
---------------------------
contain information that is privileged and confidential. If you are
not the
intended recipient, you are hereby notified that any dissemination of
this
communication is strictly prohibited. If you have received this
communication
in error, please erase all copies of the message and its attachments
and
============================================================================
---------------------------
Page 3 of 4
10/25/2010
Page 4 of 4
10/25/2010
EXHIBIT E-1
Ramos, Leah A.
To: Ramos, Leah A.
Subject: FW: Innkeepers
Attachments: scan.pdf
Page 1 of 1
10/25/2010

From: Andrew J Ehrlich [ mailt o: AEhrlich@paulweiss.com]
Sent : Friday, Oct ober 01, 2010 4: 54 PM
Cc: Amy Diet erich
Subj ect : I nnkeepers

Paul,

Sorry for the delay -- today was my first day back. Here are the responses and objections. There is
really no specific area that you have identified concerning the 2007 transaction about which we object to
producing documents; the question really is one of time frame.

I would propose that we discuss on Monday. What is your availability in the afternoon?

Regards,
Andrew

EXHIBIT E-2
Alan W. Kornberg
Andrew J. Ehrlich
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue ofthe Americas
New York, NY I 0019-6064
Tel. (212) 373-3000
Fax (212) 757-3990
akornberg@paulweiss.conz
aeh rlich@paulweiss. com
Attorneys for Apollo Investment Corporation
In re:
INNKEEPERS USA TRUST, eta!.,
Debtors.
Chapter II
Case No. I 0-13800 (SCC)
Jointly Administered
RESPONSES AND OBJECTIONS OF APOLLO INVESTMENT CORPORATION
TO THE SUBPOENA FOR RULE 2004 EXAMINATION OF THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
INNKEEPERS USA TRUST, ET AL.
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure and this
Court's Order dated August 25, 2010 (the "August 25 Order"), Apollo Investment
Corporation ("AIC"), by and through its counsel, hereby objects and responds to the
Subpoena for Rule 2004 Examination (the "Document Requests'' and "Testimonial
Requests, collectively the "Requests") from the Official Committee of Unsecured
Creditors of Innkeepers USA Trust, et al. (the "Creditors Committee"), in connection
with the above-referenced action.
I. GENERAL OBJECTIONS
AIC hereby incorporates into each of its Spcci fie Objections and Responses each
ofthe following General Objections:
lluc/1: L!S1:657176-l\J
1. AIC objects to the Requests to the extent that they are
overly broad, unduly burdensome, cumulative and duplicative, exceed the scope
and purpose Rule 2004, are not relevant to the Creditor Committee's possible
claims, if any, and are not reasonably calculated to lead to the discovery of
admissible evidence or to the discovery of infonnation relating to the acts,
conduct, property, liabilities or financial condition of the Debtor, or to any matter
that may affect the administration of the Debtor's estate. Rule 2004 is intended
"to assist a party in interest in determining the nature and extent of the bankruptcy
estate." In re Recoton Corp., 307 B.R. 751, 755 (Bankr. S.D.N.Y. 2004). It
cannot be used for discovery on "matters having no relationship to the bankrupt's
affairs or the administration of the estate." In re Johns-Manville Corp., 42 B.R.
362,365 (S.D.N.Y. 1984). Rule 2004 may also not be used "as a vehicle for
gathering confidential information for which no reasonable need is shown." In re
Continental Forge Co., 73 B.R. 1005, 1006 (Bankr. W.D. Pa. 1987).
2. AIC objects to the Discovery Requests to the extent that
they call for production of records or information after December 31, 2007. [Do
we have a hetter cut off date?] The 2007 Transaction closed on June 29, 2007,
and production of documents more than six months after closing could not
reasonably be thought relevant to the Creditors Committee's Requests. Except as
otherwise indicated in specific responses and objections below, AIC will not
produce such documents.
3. AIC objects to the Requests to the extent that they call for
the production of "all" or "any" documents pertaining to a subject, on the
2
grounds that such language is overly broad and unduly burdensome. Compliance
with such Requests would be oppressive and such oppression grossly outweighs
any possible probative value of the documents requested. To the extent that AIC
agrees to conduct reasonable searches for documents, it will search only those
files in possession, custody, or control, of AIC employees or former employees
known or reasonably believed to be personally involved in, or knowledgeable
about, the subject matter of the Requests and where there is a reasonable
likelihood non-privileged documents may be located. By agreeing to conduct
such a search, AIC does not represent that "any" or "all" documents responsive to
any particular Request will be produced.
4. AIC objects to the Requests to the extent they call for
information and materials more readily available to the Debtor or another party.
As AIC stated in its response to the Creditors Committee's motion requesting
discovery under Rule 2004, AIC is committed to providing the Creditors
Committee with infom1ation necessary to assess the various matters and disputes
in this action. However, AIC expects to work with the Creditors Committee to
ensure that the discovery process is streamlined and efficient to avoid duplication
of time and effort.
5. AIC objects to the Requests to the extent they impose
obligations on AIC greater than those imposed by the Federal Rules of
Bankruptcy Procedure, the Federal Rules of Civil Procedure, or the Court's
August 25 Order.
3
6. AIC objects to the Requests to the extent that they seek
disclosure of confidential infom1ation, including any information subject to any
confidentiality agreement, order, or obligation. AIC will produce responsive,
non-privileged documents containing such confidential information only pursuant
to the confidentiality agreement entered in this matter.
7. AIC objects to the Requests to the extent they call for the
disclosure of information protected by virtue of the attorney-client privilege, the
work product doctrine, joint or common defense privileges, or any other
applicable privileges or protections. By responding to these Requests, AIC does
not waive, and intends to preserve, all applicable privileges and protections. AIC
states that the inadvertent disclosure of any infom1ation by AIC covered by any
privilege or protection shall not be construed as a waiver by AIC or any such
applicable privileges and protections.
8. AIC objects to the Requests to the extent they seek
information or materials not within AIC's possession, custody, or control.
9. AIC reserves the right to amend, modify, supplement or
correct the objections and responses contained herein.
I 0. AIC reserves the right to object to the use of any responses
herein in any subsequent proceeding. To the extent that AIC responds to the
Requests, AIC does not concede that information requested is relevant, material,
or admissible.
4
II. SPECIFIC OBJECTIONS AND RESPONSES
Request No. I
All documents relating to the 2007 Transaction or any agreements relating
thereto.
Response No. I
Subject to and without waiver of the objections set forth above, AIC responds that
the foregoing request is overbroad and unduly burdensome. AIC will respond to specific
requests for documents and information concerning the 2007 transaction.
Request No. 2
All documents relating to any financing obtained or contemplated by Apollo in
connection with the 2007 Transaction.
Response No.2
Subject to and without waiver of the objections set forth above, AIC agrees to
produce all non-privileged documents in its possession, custody and control responsive
to this Request for the time period January I, 2007 through September 30, 2007.
Request No. 3
All documents relating to Innkeepers' ability or inability to service or satisfy any
debt obligations in connection with the 2007 Transaction.
Response No. 3
to this Request for the time period January I, 2007 through September 30, 2007
5
Request No. 4
All documents relating to any financial plans, valuations, appraisals, forecasts,
business plans, projections, or financial analysis of Innkeepers or an of its assets or
indebtedness related to the 2007 Transaction.
Response No. 4
Request No. 5
All documents relating to the "fairness opinions" issued by Lehman Brothers and
UBS Securities LLC in connection with the 2007 Transaction.
Response No.5
Request No. 6
All documents relating to payments made to equity holders, officers, or trustees as
part of the 2007 Transaction.
Response No.6
Request No. 7
All documents relating to any formal action taken by the board of directors, board
of trustees, members, partners, or management of Innkeepers or Apollo, including
without limitation meeting minutes, agendas, notes and formal resolutions, or
declarations relating to the 2007 Transaction.
Response No. 7
Request No. 8
All documents evidencing any indebtedness incurred by Innkeepers as a result of
the 2007 Transaction.
Response No. 8
to this Request for the time period January 1, 2007 through September 30, 2007.
Request No. 9
All documents relating to the Agreement and Plan of Merger, dated as of April
15, 2007 by and among Grand Prix Holdings LLC, Grand Prix Acquisition Trust,
Innkeepers USA Trust, Innkeepers USA Limited Partnership, and Innkeepers Financial
Corporation.
7
Response No. 9
to this Request for the time period for the time period January 1, 2007 through September
30, 2007.
Matters for Testimony
Testimonial Request No. 1
The negotiation and financing (debt and equity) of the 2007 Transaction.
Response to Testimonial Request No. I
Subject to and without waiver of the objections set forth above, AIC will make a
witness available to testify about this subject matter after the completion of document
discovery.
Testimonial Request No. 2
All debt incurred by Innkeepers as a result of the 2007 Transaction.
Response to Testimonial Request No. 1
Subject to and without waiver of the objections set forth above, AIC will make a
witness available to testify about this subject matter after the completion of document
discovery.
8
Dated: New York, New York
October 1, 2010
PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
By: /s/ Andrew J. Ehrlich
Alan W. Kornberg
Andrew J. Ehrlich
1285 Avenue ofthe Americas
New York, New York 10019-6064
(212) 373-3000
Allornc\'S{or Apollo fnl'cstment Corporation
EXHIBIT F
Ramos, Leah A.
Sent: Wednesday, October 13, 2010 3:12 PM
Cc: Galante, Paul A.; Ben Rothstein
Subject: RE: Innkeepers
Page 1 of 2 Innkeepers
10/25/2010
Hi Andrew--

Can you tell us what the status is of Apollo's document production in response to our subpoena? I
believe you were going to send us a list of proposed search terms and an anticipated date of production.

Thanks much.

Sent : Monday, Oct ober 04, 2010 3: 08 PM
To: Ramos, Leah A.
Cc: Galant e, Paul A.; Ben Rot hst ein
Subj ect : Re: I nnkeepers

Sure. We'll get back to you.

___________________________
From: "Ramos, Leah A." [LRamos@mofo.com]
Sent: 10/04/2010 03:05 PM AST
To: Andrew Ehrlich
Cc: "Galante, Paul A." <PGalante@mofo.com>
Subject: Innkeepers

Hi Andrew:
Below are the production specifications that would be most helpful to us. Let me know if your production
can be formatted in line with these specs. Thanks much.
(a) Single-page group IV TIFFs in at least 300 dpi (color images to be produced in JPEG);
(b) Searchable text files for each document bearing the name of the beginning production number for
each document (text of native files to be extracted directly from native files where possible; OCR for paper
documents); and
(c) Database load files and cross reference files, e.g., Concordance default-delimited file (metadata) and
an Opticon-delimited file (image reference files), and including (as available) the following fields: Begno,
Endno, Attach Begin, Attach End, Page Count, Doctype, Recipient, Author, CC, Bcc, Subject, Custodian,
File Name, Document Date (create, modify, last access), File Type.

---
Leah A. Ramos
New York, NY 10104-0050
tel: (212) 336-4089 | fax: (212) 209-1818
lramos@mofo.com
www.mofo.com

---------------------------------------------------------------------
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if any advice concerning one or more U.S. Federal tax issues is contained in this communication
(including any attachments), such advice is not intended or written to be used, and cannot be used, for the
purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein.

For information about this legend, go to
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============================================================================

advise the sender by reply e-mail @mofo.com, and delete the message.
---------------------------------------------------------------------
Page 2 of 2 Innkeepers
10/25/2010
EXHIBIT G
Ramos, Leah A.
From: Andrew J Ehrlich [AEhrlich@paulweiss.com]
Sent: Monday, October 25, 2010 2:47 PM
To: Galante, Paul A.; Ramos, Leah A.
Cc: Amy Dieterich; Ben Rothstein
Subject: InnKeepers Rule 2004 Requests
Page 1 of 2
11/5/2010

Paul and Leah:

Apologies for the delay in getting this rolling. We propose to respond to the 2004 requests by searching
the following custodians at AIC:

Rick Press
Aaron Sack
Justin Korval
Patrick Dalton
James Zelter
Jessica Lomm

As we understand it, these were the key people involved in the LBO from Apollo's side. The members of
the deal team were Messrs. Press, Sack and Korval. Messrs. Zelter and Dalton, as senior management,
would have had some role. Ms. Lomm was the in-house lawyer who worked on the deal.

We propose to use the following terms:

InnKeepers
InnK
KPA
Hotel
REIT
RevPar
Hospitality
Grand Prix
Dechert
Forti
Lascher
Frey
Rock
Rabia
JF
JF Capital Partners
Falik
Weinberger
Grodko
Hartmeier
Darnell
Garcia

as well as: (InnKeepers or KPA) AND any of the following

Skadden
skadden.com
Smith
Wachtell
wlrk.com
UBS
Lehman

We would be happy to proceed to collect electronic documents using these terms, or to have a meet and confer to
discuss. Please let us know.

Regards,
Andrew


Page 2 of 2
11/5/2010
EXHIBIT H
Ramos, Leah A.
Sent: Monday, October 25, 2010 3:35 PM
To: 'aehrlich@paulweiss.com'; Galante, Paul A.
Cc: 'ADieterich@paulweiss.com'; 'BRothstein@PAULWEISS.COM'
Subject: Re: InnKeepers Rule 2004 Requests
Page 1 of 3
11/5/2010
Sure. We'll call you then.

---
Leah A. Ramos
New York, NY 10104-0050
tel: (212) 336-4089 | fax: (212) 209-1818
lramos@mofo.com
www.mofo.com
Fr om: Andrew J Ehrlich
To: Ramos, Leah A.; Galant e, Paul A.
Cc: Amy Diet erich ; Ben Rot hst ein
Sent : Mon Oct 25 15: 33: 30 2010
Subj ect : Re: I nnKeepers Rule 2004 Request s

That's the only time tomorrow that doesn't work. How's 10:30?

___________________________
From: "Ramos, Leah A." [LRamos@mofo.com]
Sent: 10/25/2010 03:26 PM AST
To: Andrew Ehrlich; "Galante, Paul A." <PGalante@mofo.com>
Cc: Amy Dieterich; Ben Rothstein
Subject: Re: InnKeepers Rule 2004 Requests

We would also like have a meet and confer tomorrow morning. Does 11am work?

---
Leah A. Ramos
New York, NY 10104-0050
tel: (212) 336-4089 | fax: (212) 209-1818
lramos@mofo.com
www.mofo.com
Fr om: Andrew J Ehrlich
To: Galant e, Paul A.; Ramos, Leah A.
Cc: Amy Diet erich ; Ben Rot hst ein
Sent : Mon Oct 25 14: 47: 12 2010
Subj ect : I nnKeepers Rule 2004 Request s

Paul and Leah:

Apologies for the delay in getting this rolling. We propose to respond to the 2004 requests by searching the
following custodians at AIC:

Rick Press
Aaron Sack
Justin Korval
Patrick Dalton
James Zelter
Jessica Lomm

As we understand it, these were the key people involved in the LBO from Apollo's side. The members of the deal
team were Messrs. Press, Sack and Korval. Messrs. Zelter and Dalton, as senior management, would have had
some role. Ms. Lomm was the in-house lawyer who worked on the deal.


InnKeepers
InnK
KPA
Hotel
REIT
RevPar
Hospitality
Grand Prix
Dechert
Forti
Lascher
Frey
Rock
Rabia
JF
JF Capital Partners
Falik
Weinberger
Grodko
Hartmeier
Darnell
Garcia


Skadden
skadden.com
Smith
Page 2 of 3
11/5/2010
Wachtell
wlrk.com
UBS
Lehman


Regards,
Andrew



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if any advice concerning one or more U.S. Federal tax issues is contained in this communication
(including any attachments), such advice is not intended or written to be used, and cannot be used, for the
purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein.

For information about this legend, go to
http://www.mofo.com/Circular230/

============================================================================

advise the sender by reply e-mail @mofo.com, and delete the message.

---------------------------------------------------------------------
Page 3 of 3
11/5/2010
EXHIBIT I
Ramos, Leah A.
Sent: Tuesday, October 26, 2010 10:48 AM
Cc: Galante, Paul A.
Subject: FW: InnKeepers Rule 2004 Requests
Page 1 of 2
11/5/2010
Hi Andrew,

As we discussed, we'd like to add the following terms to list 2:

value
valuation
forecast!
project!
FMV
solven!

Let us know if that works. Thanks.

Cc: Amy Diet erich; Ben Rot hst ein

Paul and Leah:


Rick Press
Aaron Sack
Justin Korval
Patrick Dalton
James Zelter
Jessica Lomm



InnKeepers
InnK
KPA
Hotel
REIT
RevPar
Hospitality
Grand Prix
Dechert
Forti
Lascher
Frey
Rock
Rabia
JF
JF Capital Partners
Falik
Weinberger
Grodko
Hartmeier
Darnell
Garcia


Skadden
skadden.com
Smith
Wachtell
wlrk.com
UBS
Lehman


Regards,
Andrew


Page 2 of 2
11/5/2010
EXHIBIT J
Ramos, Leah A.
Sent: Tuesday, October 26, 2010 10:53 AM
To: Ramos, Leah A.
Cc: Galante, Paul A.
Subject: Re: FW: InnKeepers Rule 2004 Requests
Page 1 of 2
11/5/2010

That is fine. We will add those terms.

Hi Andrew,

As we discussed, we'd like to add the following terms to list 2:

value
valuation
forecast!
project!
FMV
solven!

Let us know if that works. Thanks.

Cc: Amy Diet erich; Ben Rot hst ein

Paul and Leah:


Rick Press
Aaron Sack
Justin Korval
Patrick Dalton
James Zelter
Jessica Lomm



InnKeepers
InnK
KPA
Hotel
REIT
RevPar
From: "Ramos, Leah A." <LRamos@mofo.com>
To: "Andrew J Ehrlich" <AEhrlich@paulweiss.com>
Cc: "Galante, Paul A." <PGalante@mofo.com>
Date: 10/26/2010 10:48 AM
Subject:
FW: InnKeepers Rule 2004 Requests
Hospitality
Grand Prix
Dechert
Forti
Lascher
Frey
Rock
Rabia
JF
JF Capital Partners
Falik
Weinberger
Grodko
Hartmeier
Darnell
Garcia


Skadden
skadden.com
Smith
Wachtell
wlrk.com
UBS
Lehman

We would be happy to proceed to collect electronic documents using these terms, or to have a meet and confer to discuss. Please let us know.

Regards,
Andrew
---------------------------------------------------------------------To ensure compliance with requirements imposed by the IRS, Morrison & Foerster LLP
informs you that, if any advice concerning one or more U.S. Federal tax issues is contained in this communication (including any attachments), such
advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii)
promoting, marketing or recommending to another party any transaction or matter addressed herein.For information about this legend, go
tohttp://www.mofo.com/Circular230/============================================================================This
message contains information which may be confidential and privileged. Unless you are the addressee (or authorized to receive for the addressee),
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please advise the sender by reply e-mail @mofo.com, and delete the message.---------------------------------------------------------------------
Page 2 of 2
11/5/2010
EXHIBIT K
1
Ramos, Leah A.
Sent: Wednesday, November 03, 2010 10:27 AM
Cc: Ramos, Leah A.
Subject: Innkeepers
Andrew:
During our call last week you told us that Apollo would be in a position to produce documents this week. Please let me
know the status of such document production. Give me a call if you would like to discuss this matter.
Best regards,
Paul Galante
Associate
Morrison & Foerster
(212)336-4279
pgalante@mofo.com
EXHIBIT L
Ramos, Leah A.
Sent: Friday, November 05, 2010 1:01 PM
To: Galante, Paul A.
Cc: Ramos, Leah A.
Subject: Re: Innkeepers
Page 1 of 1
11/5/2010

Paul,

We should be in a position to begin our rolling production shortly; the e-discovery review (which is a little
more time-consuming) is underway.

I will call you later today to give you a more precise timeframe.

Regards,

Andrew:
During our call last week you told us that Apollo would be in a position to produce documents this week.
Please let me know the status of such document production. Give me a call if you would like to discuss
this matter.
Best regards,
Paul Galante
Associate
Morrison & Foerster
(212)336-4279
pgalante@mofo.com
---------------------------------------------------------------------To ensure compliance with
requirements imposed by the IRS, Morrison & Foerster LLP informs you that, if any advice
concerning one or more U.S. Federal tax issues is contained in this communication (including
any attachments), such advice is not intended or written to be used, and cannot be used, for the
purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing
or recommending to another party any transaction or matter addressed herein.For information
about this legend, go
tohttp://www.mofo.com/Circular230/===========================================
message contains information which may be confidential and privileged. Unless you are the
addressee (or authorized to receive for the addressee), you may not use, copy or disclose to
anyone the message or any information contained in the message. If you have received the
message in error, please advise the sender by reply e-mail @mofo.com, and delete the message.--
-------------------------------------------------------------------
Cc: "Ramos, Leah A." <LRamos@mofo.com>
Date: 11/03/2010 10:27 AM
Subject:
Innkeepers

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