Objection Deadline: January 28, 2011 at 4:00 PM

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

SUMMARY SHEETS PURSUANT TO UNITED STATES TRUSTEE GUIDELINES FOR REVIEWING APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FILED UNDER 11 U.S.C. 330

FIRST INTERIM FEE APPLICATION Name of Applicant: Fried, Frank, Harris, Shriver & Jacobson LLP

Authorized to Provide Professional Services to: Committee of Independent Trustees of the Board of Trustees of Innkeepers USA Trust Date of Retention: Order entered on November 10, 2010 retaining Fried, Frank, Harris, Shriver & Jacobson LLP, nunc pro tunc to September 10, 2010 Total Fees Requested: Total Expenses Requested: None $328,465.00 $6,640.60

Current Application:

Prior Interim Applications:

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.

Prior Monthly Applications:

Date Filed 11/24/2010 12/23/2010

Period Covered 9/10/2010-10/31/2010 11/1/2010-11/30/2010

Requested Fees Expenses $243,259.00 $3,458.29 $85,206.00 $3,182.31

Paid Fees Expenses $194,607.20 3,458.29

COMPENSATION BY PROFESSIONAL JULY 19, 2010 THROUGH NOVEMBER 30, 2010

Name of Professional Individual

Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm in 1981 and became a Partner in 1984. Member of NY Bar since 1978. Joined firm in 1980 and became a Partner in 1986. Member of the NY Bar since 1980. Joined firm in 1976 and became a Partner in 1983. Member of NY Bar since 1977. Joined the firm as Of Counsel in 1989. Member of the NY Bar since 1973. Joined firm as an Associate in 2006. Member of the NY Bar since 2007. Joined firm as an Associate in 2006. Member of the NY Bar since 2007. Joined the firm as an Associate in 2008. Member of the NY Bar since 2009. Joined the firm as an Associate in 2010. Member of the NY Bar since 2010. Legal Assistant since 2010. Joined firm in 2010.

Hourly Billing Rate during Fee Period

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $62,370.00

Brad Eric Scheler

$1,100.00

56.70

Bonnie Steingart

$925.00

136.50

$126,262.50

Jean Hanson

$925.00

23.30

$21,552.50

Alan Resnick

$1,000.00

8.80

$8,800.00

Matthew Roose

$550.00

140.40

$77,220.00

Peter Siroka

$550.00

14.0

$7,700.00

Carl Stapen

$495.00

11.40

$5,643.00

Gabriel Libhart

$440.00

42.0

$18,480.00

Meryl Yang TOTALS

$190.00

2.30 435.40

$437.00 $328,465.00

Blended Rate (including paraprofessionals): $754.40 Blended Rate (excluding paraprofessionals): $757.40

COMPENSATION BY PROJECT CATEGORY JULY 19, 2010 THROUGH NOVEMBER 30, 2010

Matter Number 2 3 4 5 6 7 Totals

Matter Description

Total Billed Hours

Communications with Independent Committee Board Meetings Hearings and Court Issues Plan Process Communications with Creditors and Interest Holders Retention and Fee Application Issues

35.10 63.20 37.30 126.50 12.50 160.80 435.40

Total Fees Requested $30,678.00 $53,535.00 $27,100.50 $100,166.00 $10,815.50 $106,170.00 $328,465.00

EXPENSE SUMMARY JULY 19, 2010 THROUGH NOVEMBER 30, 2010

Nature of Disbursements Duplicating Meals Travel, Airfare, and Other Transportation Data Research Telephone/Teleconferencing Messenger Service and Postage Secretarial Court Reporting Total

Amount $233.76 $340.04 $265.43 $4,737.49 $140.52 $68.75 $116.61 $738.00 $6,640.60

Objection Deadline: January 28, 2011 at 4:00 PM

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

FIRST INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM JULY 19, 2010 THROUGH NOVEMBER 30, 2010

TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE: Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank), counsel for the committee of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust (the Board) in the above-captioned cases (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code), hereby submits this first interim fee application (the Fee Application) for (a) payment of compensation in the amount of
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.

$328,465.00 for the reasonable and necessary legal services rendered by Fried Frank on behalf of the Independent Committee (the Fees) during the period from July 19, 2010 through November 30, 2010 (the Fee Period), and (b) reimbursement in the amount of $6,640.60 for the actual and necessary expenses incurred and posted (the Expenses) during the Fee Period. Fried Franks submits this Fee Application pursuant to sections 330 and 331 of the Bankruptcy Code and in accordance with the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order), the order of the Court dated November 9, 2010 [Dkt. No. 701] (the Independent Committee Order) 2 approving 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 [Dkt. No. 587] (the Independent Committee Motion), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), Rule 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules), the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by this Court on November 25, 2009 (the Amended Guidelines), and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. 330 (the UST Guidelines). In support of this Fee Application, Fried Frank respectfully states as follows:

A copy of the Independent Committee Order is attached hereto as Exhibit A.

PRELIMINARY STATEMENT 1. During the Fee Period, a number of important issues required the attention of

Fried Frank. Fried Frank devoted a significant amount of professional effort to (a) reviewing and drafting resolutions adopted by the Board at a Board meeting on October 19, 2010 (the Board Resolutions) establishing the Independent Committee; (b) reviewing, drafting, and communicating with the Independent Committee and the Debtors with respect to the plan process protocol (the Plan Process Protocol), which was developed by the Debtors and the Independent Committee, and presented to the Court, as a guideline for the Debtors restructuring efforts; (c) reviewing and evaluating information about the Debtors restructuring alternatives and communicating with the Independent Committee regarding these alternatives; (d) reviewing and evaluating stalking horse proposals received by the Debtors and communicating with the Debtors and the Independent Committee regarding these alternatives; (e) preparing for and attending Independent Committee meetings; (f) preparing for and attending Board meetings; (g) drafting the Independent Committee Motion; (h) preparing for and attending hearings and status conferences in the Chapter 11 Cases; and (i) communicating with creditors and interest holders of the Debtors. 2. The Interim Compensation Order provides that at four-month intervals or such

other intervals that the Court deems appropriate, each of the professionals retained in the Chapter 11 Cases shall serve and file with the Court an application for interim Court approval and allowance of the compensation and reimbursement of expenses sought by such professional in its monthly applications, including any holdbacks, filed during the interim fee period, pursuant to section 331 of the Bankruptcy Code. The Independent Committee Order provides that Fried Frank shall apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee in compliance with the applicable provisions 3

of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court made applicable to professionals retained in accordance with section 327 of the Bankruptcy Code, including the Interim Compensation Order and such amounts shall be administrative expenses under section 503 of the Bankruptcy Code to the same extent as professionals retained in accordance with section 327 of the Bankruptcy Code. In accordance with the Independent Committee Order and the Interim Compensation Order, Fried Frank submits this Fee Application. BACKGROUND 3. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code commencing these 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. 4. 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). 5. On September 10, 2010, Fried Frank was retained by members of the Independent

Committee to advise, assist, and represent the Independent Committee and its members in connection with the Chapter 11 Cases. 6. 7. On November 9, 2010, the Court entered the Independent Committee Order. Pursuant to the Independent Committee Order, the Debtors were authorized to

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 4

representing and advising the Independent Committee in connection with the Independent Committee (i) reviewing and evaluating information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals received relating to a chapter 11 plan or other restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and (iv) addressing any conflicts of interest appropriately. 8. Pursuant to the Independent Committee Order and the Interim Compensation

Order, Fried Frank filed monthly applications for compensation for services and reimbursement of expenses as attorneys for the Independent Committee on November 24, 2010 (the First Monthly Application) and December 23, 2010 (the Second Monthly Application). [Dkt. Nos. 732 & 778, respectively]. The First Monthly Application requested payment of compensation in the amount of $194,607.20 (80% of $243,259.00) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $3,458.29. The Second Monthly Application requested payment of compensation in the amount of $68,164.80 (80% of $85,206.00) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $3,182.31. 9. On December 20, 2010, Midland Loan Services, Inc. (Midland) filed Midland's

Reservation Of Rights With Respect To The Monthly Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from September 10, 2010 through October 31, 2010 (the Reservation of Rights) [Dkt. No. 774]. In the Reservation of Rights,

Midland did not object to the payment of Fried Franks fees and expenses requested in the First Monthly Application. Midland stated the holdback appears to be adequate to address issues that might arise in an objection to a future interim or final fee application to be submitted under 11 U.S.C. 330 or 331. No objections were received to the First Monthly Application. The objection deadline for the Second Monthly Application is January 20, 2010. JURISDICTION AND VENUE 10. This Court has jurisdiction over the Fee Application pursuant to 28 U.S.C.

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1409. COMPLIANCE WITH APPLICABLE ORDERS AND GUIDELINES 11. This Fee Application has been prepared in compliance with the Interim

Compensation Order, the Independent Committee Order, the Bankruptcy Rules, the Local Rules, the Amended Guidelines, and the UST Guidelines. Pursuant to the Amended Guidelines, a certification regarding compliance is attached hereto as Exhibit B. SUMMARY OF APPLICATION 12. Since its retention by the Independent Committee, Fried Frank has acted as

counsel to the Independent Committee and has advised the Independent Committee with respect to the numerous issues in the Chapter 11 Cases. As more fully described below, the professional services rendered through the Fee Period by Fried Frank have included, among others: A. B. C. reviewing and drafting the Board Resolutions; reviewing and drafting the Plan Process Protocol; reviewing and evaluating information about the Debtors restructuring alternatives and communicating with the Independent Committee regarding these alternatives;

D.

reviewing and evaluating stalking horse proposals received by the Debtors and communicating with the Debtors and the Independent Committee regarding these alternatives; preparing for and attending Independent Committee meetings; preparing for and attending Board meetings; drafting the Independent Committee Motion; preparing for and attending hearings and status conferences in the Chapter 11 Cases; and communicating with creditors and interest holders of the Debtors.

E. F. G. H. I. 13.

During the Fee Period, members, counsel and associates of Fried Frank have

addressed, and continue to address, the issues and concerns of the Independent Committee in an effort to assist with the reorganization of the Debtors business and to maximize the value of the Debtors estates. 14. During the Fee Period, the partners, counsel, associates and paraprofessionals of

Fried Frank devoted in excess of 435 hours in the rendition of professional services on behalf of the Independent Committee. A schedule setting forth the number of hours expended by each of the partners, counsel, associates and paraprofessionals of Fried Frank accompanies this Fee Application as Exhibit C. 15. In addition, Fried Frank is requesting reimbursement of disbursements in the

amount of $6,640.60 for expenses incurred and posted during the Fee Period. With respect to the disbursements incurred and posted, Fried Frank has eliminated disbursements that are noncompensable. A schedule setting forth the categories of expenses for which Fried Frank is seeking reimbursement and the total amount for each expense category is attached hereto as Exhibit D.

16.

Pursuant to section b.4. of the UST Guidelines, a schedule setting forth a

description of the project categories utilized by Fried Frank in the Chapter 11 Cases, the number of hours expended by the partners, counsel, associates, and paraprofessionals of Fried Frank by project category, and the aggregate fees associated with each project category is attached hereto as Exhibit E. 17. There does not exist any agreement or understanding between Fried Frank and

any other entity for the sharing of compensation to be received for services rendered in or in connection with the Chapter 11 Cases. REASONABLE AND NECESSARY SERVICES RENDERED BY FRIED FRANK 18. Set forth below is a description of the services rendered during the Fee Period.

The attorneys and paraprofessionals of Fried Frank maintained daily detailed records of their time concurrently with the rendition of professional services. To the fullest extent possible, the details of each and every conference, telephone conversation, letter, memorandum, factual investigation, drafting activity and research project that occupied the time of a Fried Frank professional were set forth in such time records. Accompanying this Fee Application as Exhibit F are compilations of the contemporaneous daily time entries recorded by Fried Franks attorneys and paraprofessionals during the Fee Period. Those entries describe in full and complete detail the services rendered by each attorney and paraprofessional, as corrected to reflect errors that were found in Fried Franks review. Accordingly, the following is intended to serve as a summary description of the principal professional services Fried Frank rendered and to highlight the benefits that were thereby conferred upon the Independent Committee. Communications with Independent Committee 19. Fried Frank rendered a total of 35.1 hours and $30,678.00 in services falling

within the category of Communications with Independent Committee. This category includes 8

time spent by Fried Frank attending to questions and issues raised by members of the Independent Committee regarding the responsibilities of the Independent Committee. In addition, this category includes time Fried Frank spent preparing for and attending telephonic and in-person meetings with the Independent Committee and related communications with the Independent Committee. Additionally, Fried Frank spent time attending to questions and issues raised by members of the Independent Committee regarding the Chapter 11 Cases and bankruptcy law and process in general. Board Meetings 20. Fried Frank rendered a total of 63.2 hours and $53,535.00 in services falling

within the category of Board Meetings. This category includes time Fried Frank spent preparing for and attending meetings of the Independent Committee and the Board during the Fee Period. This category also includes time Fried Frank spent reviewing materials circulated by the Debtors legal counsel, Kirkland & Ellis LLP (Kirkland) and the Debtors financial advisors, Moelis & Company (Moelis), in preparation for the meetings of the Independent Committee and the Board. Hearings and Court Issues 21. Fried Frank rendered a total of 37.3 hours and $27,100.50 in services falling

within the category of Hearings and Court Issues. This category includes time Fried Frank spent preparing for and attending omnibus hearings and status conferences held before this Court that occurred during the Fee Period. This category also includes time spent on conference calls with this Court. Additionally, this category includes time spent by Fried Frank attorneys reviewing pertinent pleadings filed in the Chapter 11 Cases.

Plan Process 22. Fried Frank rendered a total of 126.5 hours and $100,166.00 in services falling

within the category of Plan Process. This category includes time Fried Frank spent reviewing and negotiating plan process documents, including the Plan Process Protocol. This category also includes time spent by Fried Frank drafting, negotiating, and reviewing the Board Resolutions that established the Independent Committee and related research including a review of the Debtors corporate governance documents. Additionally, this category includes time spent by Fried Frank reviewing (a) the Debtors restructuring alternatives; (b) stalking horse proposals; and (c) materials prepared by Kirkland and Moelis related to the same. Communications with Creditors and Interest Holders 23. Fried Frank rendered a total of 12.5 hours and $10,815.50 in services falling

within the category of Communications with Creditors and Interest Holders. This category includes time Fried Frank spent, among other things, communicating with counsel to the Ad Hoc Committee of Preferred Shareholders. Retention and Fee Application Issues 24. Fried Frank rendered a total of 160.8 hours and $106,170.00 in services falling

within the category of Retention and Fee Application Issues. This category includes time Fried Frank spent (a) reviewing and drafting the Independent Committee Motion; (b) researching compensation for members of the Independent Committee; (c) reviewing objections filed to the Independent Committee Motion and communicating with the Independent Committee and Kirkland regarding such objections; and (d) communicating with Kirkland regarding the Debtors Omnibus Reply in Support of the Independent Committee Motion and Responses to Objections Thereto, which was filed on November 9, 2010 [Dkt. No. 689].

10

FRIED FRANKS FEES AND EXPENSES ARE FAIR AND REASONABLE 25. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,

Fried Frank believes that the total fees and expenses for the Fee Period are fair and reasonable in view of the time spent, the complexity and intricacy of the proceedings, and the problems and issues encountered. Fried Frank and the Independent Committee have continued to work diligently through the Fee Period to become fully versed with respect to the key issues in the Chapter 11 Cases as expeditiously and as effectively as possible. Notably, Fried Frank has avoided duplication of efforts and has spent its time economically and efficiently in these Chapter 11 Cases. Therefore, in accordance with the factors enumerated in section 330(a)(3) of the Bankruptcy Code, Fried Frank believes that the compensation sought herein should be approved. APPLICABLE AUTHORITY 26. In awarding compensation pursuant to section 328 of the Bankruptcy

Code, this Court must take into account the reasonableness of the terms and conditions of employment. Section 328(a) of the Bankruptcy Code provides: (a) The trustee, or a committee appointed under section 1102 of this title, with the courts approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. 328(a).

11

27.

In awarding compensation to professionals pursuant to section 330 of the

Bankruptcy Code, this court must take into account the cost of comparable non-bankruptcy services, among other factors. Section 330(a) of the Bankruptcy Code provides in pertinent part: (a) (1) . . . [T]he court may award to a trustee, . . . an examiner, . . . or a professional person employed under section 327 or 1103 (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, ombudsman, professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual, necessary expenses. .... (3) In determining the amount of reasonable compensation to be awarded to an examiner, trustee under chapter 11, or professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including (A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a).

12

28.

In accordance with the factors enumerated in section 330 of the Bankruptcy Code,

Fried Frank respectfully submits that the fees and expenses incurred in the course of rendering professional services are actual, necessary and reasonable, based upon the nature, extent and value of such services, the time spent thereon, and the costs of comparable services in nonbankruptcy cases, so as to best serve the needs of the Independent Committee and the Debtors estates. Fried Frank submits further that the legal services performed herein among partners, associates, and paraprofessionals have been executed in accordance with the principles outlined above, and moreover, in a manner consistent with the overall goal of Fried Frank to provide the highest quality of legal representation at a reasonable cost. Fried Frank has demonstrated by this Fee Application that the work it has done on behalf of the Independent Committee was necessary, reasonable and benefits the Debtors estates. 29. This Fee Application clearly reflects (a) the number of hours of recorded time

Fried Frank has devoted to the performance of legal services; (b) the number of hours worked by each of Fried Franks professionals and paraprofessionals and the hourly rate customarily charged by such persons; (c) a detailed description of the services provided by Fried Franks professionals and paraprofessionals during each of those hours; and (d) the quality and nature of the services provided by each of Fried Franks professionals and paraprofessionals. Fried Frank submits that its fees and expenses were actual, necessary, reasonable, justified and therefore, should be allowed in full. COMPENSATION REQUESTED 30. During the Fee Period, 435.40 recorded hours were expended by Fried Franks

partners, counsel, associates and paraprofessionals in the rendition of Fried Franks professional services.

13

31.

Fried Frank believes that its services were rendered in a highly efficient manner,

by attorneys with high levels of skill in the areas for which they rendered services. The core group of attorneys working on this matter has expended considerable time in connection with the Independent Committees general legal needs and in furtherance of the Independent Committees goal of advancing the interests of the Debtors. This experienced group of attorneys makes every effort to ensure that the Chapter 11 Cases progress in as efficient and expeditious a manner as possible and result in the successful reorganization of the Debtors. 32. For all the foregoing reasons, Fried Frank respectfully requests approval and

allowance of its compensation in the amount of $328,465.00, with an authorization for, and direction to, the Debtors to disburse such amounts to Fried Frank (to the extent not previously disbursed). This Fee Application is Fried Franks first interim fee application for allowance of fees and disbursements incurred by Fried Frank as counsel to the Independent Committee. An allowance of compensation in the amount sought in this Fee Application would result in a blended aggregate average billing rate of approximately $754.40 per hour and a blended rate (excluding paraprofessionals) of approximately $757.40 per hour (based on recorded hours). EXPENSES 33. As noted above, Fried Frank incurred and posted disbursements in the amount of

$6,640.60 for actual and necessary expenses incurred and recorded during the Fee Period. These disbursements are itemized in Exhibit D. 34. Fried Franks billing rates do not include components for duplicating, word

processing and other extraordinary charges that may be incurred by particular clients because of the exigencies of time and volume of demand. Fried Franks billing method, whereby only the clients who use copying, word processing and other office services are charged for such services, maximizes fairness to all clients. Fried Frank commenced a review to determine its actual costs 14

per page for duplicating. Such review determined that, at the present time, Fried Franks actual duplicating costs are $0.12 per page. 35. Fried Franks billing rates do not include a component for word processing as part

of overhead. Some time ago, Fried Frank analyzed its method of charging clients for word processing services and, specifically whether it was appropriate to charge clients for word processing as part of overhead or based on the extent to which word processing was used. After such analysis, Fried Frank elected to keep its charges for word processing as a disbursement. Fried Frank concluded that it was fairer to its clients not to increase its billing rates to account for word processing services that might or might not be used by the client. In this way, only clients who used such services would be charged for services. 36. Fried Franks attorneys and other employees who worked late into the evenings

were reimbursed for their reasonable meal costs and their transportation costs home. Such transportation costs are necessary expenses because it is a Fried Frank policy to ensure safe transportation for its attorneys and staff after the hours when public transportation cannot be deemed safe. Fried Franks regular practice is to charge its clients for these and other out-ofpocket disbursements incurred during the regular course of the rendition of services. 37. Fried Frank made every effort to minimize its disbursements in providing its legal

services to the Independent Committee. The expenses incurred in the rendition of professional services were necessary, reasonable and justified under the circumstances to serve the needs of the Independent Committee and were billed at rates and in accordance with practices customarily employed by Fried Frank and generally accepted by Fried Franks clients. NOTICE 38. Fried Frank has provided notice of this Fee Application to: (a) the Debtors and

counsel to the Debtors; (b) the Office of the United States Trustee for the Southern District of 15

New York; (c) counsel to the Creditors Committee; (d) counsel to Midland Loan Services, Inc.; and (e) counsel to Certain Prepetition Lenders (each as defined in the Interim Compensation Order). In light of the nature of the relief requested, Fried Frank respectfully submits that no further notice is necessary. CONCLUSION 39. Although every effort has been made to include all Fees and Expenses incurred in

the Fee Period in this Fee Application, some Fees and Expenses might not be included in this Fee Application due to delays caused by accounting processing procedures. Fried Frank reserves the right to make further application to this Court for allowance of such Fees and Expenses not included herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Interim Compensation Order and the Independent Committee Order. 40. For the reasons set forth above, Fried Frank respectfully submits that the

professional services rendered and disbursements incurred and posted on behalf of the Independent Committee were of substantial benefit to the Independent Committee, the Debtors, equity holders and creditors. Fried Frank submits further that it provided such services in an economical and efficient manner. Accordingly, Fried Frank respectfully requests that the relief requested in this Fee Application be granted in full. WHEREFORE, Fried Frank requests that it be allowed and paid interim compensation for its Fees and Expenses in the total amount of $335,105.60 consisting of (a) $328,465.00 for reasonable and necessary professional services rendered by Fried Frank, and (b) $6,640.60 for actual and necessary Expenses incurred on behalf of the Independent Committee. Fried Frank further requests that the total amount of $335,105.60 be paid as an administrative expense of the Debtors estates. 16

Dated: New York, New York January 14, 2011 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: ___/s/ Bonnie Steingart____ Bonnie Steingart One New York Plaza New York, New York 10004 Telephone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Independent Committee

17

Exhibit A

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 relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being
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. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

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. Subject to the terms of this Order, 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 representing and advising the Independent Committee in the Independent Committee (i) reviewing and evaluating information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals received relating to a chapter 11 plan or other restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and (iv) addressing any conflicts of interest appropriately (collectively, the Independent Committees Role) and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee as described in the Motion and set forth herein are approved. 3. Subject to the terms of this Order, 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 representing and advising the Independent Committee in the Independent Committees Role and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee. 4. Notwithstanding that the relief requested in the Motion is pursuant to section 363

of the Bankruptcy Code, Fried Frank (a) shall comply with the requirements of Bankruptcy Rule

2014(a) with respect to filing supplemental verified statements applicable to professionals retained in accordance with section 327 of the Bankruptcy Code and (b) shall apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee as counsel representing and advising the Independent Committee in the Independent Committees Role in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court made applicable to professionals retained in accordance with section 327 of the Bankruptcy Code, including the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 189] and such amounts shall be administrative expenses under section 503 of the Bankruptcy Code to the same extent as professionals retained in accordance with section 327 of the Bankruptcy Code. 5. Nothing in this Order shall affect in any way the Final Order Authorizing the

Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to U.S.C. 361, 362, and 363 [Docket No. 402] (the Final Cash Collateral Order). 6. For purposes of the Final Cash Collateral Order, payments by the Debtors to Fried

Frank are corporate overhead charges and expenses of the Debtors but shall be treated with the same priority of payment as the payment of Professional Fees and Representatives Expense Reimbursement (as such terms are defined in the Final Cash Collateral Order) as set forth in the Final Cash Collateral Order. 7. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 8. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 9. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 10. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York Dated: November 9, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge

Exhibit B

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

CERTIFICATION OF RESPONSIBLE PROFESSIONAL WITH RESPECT TO FIRST INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM JULY 19, 2010 THROUGH NOVEMBER 30, 2010

Pursuant to the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by the United States Bankruptcy Court for the Southern District of New York on November 25, 2009 (the Amended Guidelines) and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the UST Guidelines), the undersigned, a member of the firm of Fried, Frank, Harris, Shriver & Jacobson
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.

LLP (Fried Frank), counsel for the committee of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust in the above-captioned cases (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code, as the professional designated by Fried Frank with responsibility for compliance with the Amended Guidelines, hereby states, with respect to Fried Franks first interim fee application (the Fee Application) for (a) payment of compensation in the amount of $328,465.00 for the reasonable and necessary legal services rendered by Fried Frank on behalf of the Independent Committee during the period from July 19, 2010 through November 30, 2010 (the Fee Period), and (b) reimbursement in the amount of $6,640.60 for the actual and necessary expenses incurred and posted during the Fee Period,2 as follows: 1. In accordance with section A.1. of the Amended Guidelines, I certify that A. B. I have read the Fee Application; to the best of my knowledge, information and belief (formed after reasonable inquiry), the fees and disbursements sought by Fried Frank fall within the Amended Guidelines and the UST Guidelines and, except as may be specifically noted in this certification the fees and disbursements sought by Fried Frank are billed at rates and in accordance with practices customarily employed by Fried Frank and generally accepted by Fried Franks clients; and in providing a reimbursable service, Fried Frank does not make a profit on that service, whether the service is performed by Fried Frank in-house or through a third party.

C.

2.

In accordance with Section A.2 of the Amended Guidelines, I certify that Fried

Frank has provided monthly statements of Fried Franks fees and disbursements by serving monthly statements in compliance with this Courts Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and
2

Fried Frank reserves the right to make further application to this Court for allowance of fees and expenses not included in any prior fee statement or interim fee application as a result of delays caused by accounting processing procedures.

Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order) and the order of the Court dated November 9, 2010 [Dkt. No. 701] approving 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 [Dkt. No. 587]. 3. In accordance with Section A.3 of the Amended Guidelines, I certify that notice

of the Fee Application has been provided to: (a) the Debtors; (b) the Office of the United States Trustee for the Southern District of New York; (c) counsel to the Official Committee of Unsecured Creditors; (d) counsel to Midland Loan Services, Inc.; and (e) counsel to Certain Prepetition Lenders (each as defined in the Interim Compensation Order) so that each will have at least 14 days to review the Fee Application prior to the objection deadline with respect thereto. 4. Pursuant to the Amended Guidelines, Fried Frank does not charge for daytime

meals unless the individual is participating, during the meal, in a necessary meeting regarding the Chapter 11 Cases. Fried Frank expense reporting forms and computer categories do not put into separate categories meals that were chargeable because the Fried Frank professional was working overtime, on the one hand, or because the meal was consumed at a working meeting, on the other. While technically it would be possible to manually review every expense reporting form for every professional who had worked on the case during the Fee Period to ascertain the place, type of meal, and participants at each meal for which reimbursement is sought, this would be an extremely burdensome and expensive undertaking. Thus, Fried Frank cannot practicably

segregate the expense incurred with respect to overtime meals and meals consumed at a working meeting. 5. Consistent with the Amended Guidelines, Fried Frank has made every effort to

minimize its use of local transportation and relies on mass transit whenever possible. Fried Frank expense reporting forms and computer categories do not separately categorize expenses for radio car or taxi rides that were chargeable because the Fried Frank professional was working overtime, on the one hand, or because the professional was going to or coming from a meeting, on the other. While it would be technically possible (although very expensive) to manually review all of the radio car vouchers to ascertain the time, origin, and destination of the trip, even this would be especially impracticable with respect to trips in taxicabs for which the fare was paid in cash. Thus, Fried Frank cannot practicably segregate the expense incurred with respect to transportation after working overtime and with respect to local transportation. For this reason, all chargeable transportation expenses have been placed in the same category.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Dated: New York, New York January 14, 2011 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: ___/s/ Bonnie Steingart____ Bonnie Steingart One New York Plaza New York, New York 10004 Telephone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Independent Committee

Exhibit C

Name of Professional Individual

Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm in 1981 and became a Partner in 1984. Member of NY Bar since 1978. Joined firm in 1980 and became a Partner in 1986. Member of the NY Bar since 1980. Joined firm in 1976 and became a Partner in 1983. Member of NY Bar since 1977. Joined the firm as Of Counsel in 1989. Member of the NY Bar since 1973. Joined firm as an Associate in 2006. Member of the NY Bar since 2007. Joined firm as an Associate in 2006. Member of the NY Bar since 2007. Joined the firm as an Associate in 2008. Member of the NY Bar since 2009. Joined the firm as an Associate in 2010. Member of the NY Bar since 2010. Legal Assistant since 2010. Joined firm in 2010.

Hourly Billing Rate during Fee Period

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period

Brad Eric Scheler

$1,100.00

56.70

$62,370.00

Bonnie Steingart

$925.00

136.50

$126,262.50

Jean Hanson

$925.00

23.30

$21,552.50

Alan Resnick

$1,000.00

8.80

$8,800.00

Matthew Roose

$550.00

140.40

$77,220.00

Peter Siroka

$550.00

14.0

$7,700.00

Carl Stapen

$495.00

11.40

$5,643.00

Gabriel Libhart

$440.00

42.0

$18,480.00

Meryl Yang TOTALS

$190.00

2.30 435.40

$437.00 $328,465.00

Blended Rate (including paraprofessionals): $754.40 Blended Rate (excluding paraprofessionals): $757.40

Exhibit D

STATEMENT OF EXPENSES INCURRED AND POSTED BY FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP, ATTORNEYS FOR THE INDEPENDENT COMMITTEE, FOR THE PERIOD FROM JULY 19, 2010 THROUGH NOVEMBER 30, 2010 NATURE OF DISBURSEMENTS Duplicating Meals Travel, Airfare, and Other Transportation Data Research Telephone/Teleconferencing Messenger Service and Postage Secretarial Court Reporting TOTAL AMOUNT $233.76 $340.04 $265.43 $4,737.49 $140.52 $68.75 $116.61 $738.00 $6,640.60

Exhibit E

COMMUNICATIONS WITH INDEPENDENT COMMITTEE Partners Scheler, B. Steingart, B. Total Partners HOURS 12.80 12.20 25.00 TOTAL FEES $14,080.00 $11,285.00 $25,365.00

Associates Roose, M. Stapen, C. Libhart, G. Total Associates

HOURS 7.20 1.40 1.50 10.10

TOTAL FEES $3,960.00 $693.00 $660.00 $5,313.00

CUMULATIVE TOTALS

35.10

$30,678.00

BOARD MEETINGS Partners Scheler, B. Steingart, B. Hanson, J. Total Partners HOURS 17.50 20.90 3.50 62.2 TOTAL FEES $19,250.00 $19,332.50 $3,237.50 $41,820.00

Associates Roose, M. Total Associates

HOURS 21.30 21.30

TOTAL FEES $11,715.00 $11,715.00

CUMULATIVE TOTALS

83.50

$53,535.00

HEARINGS AND COURT ISSUES Partners Scheler, B. Steingart, B. Total Partners HOURS 3.00 15.20 18.20 TOTAL FEES $3,300.00 $14,060.00 $17,360.00

Associates Roose, M. Siroka, P. Stapen, C. Libhart, G. Total Associates

HOURS 5.80 6.00 .70 6.60 19.10

TOTAL FEES $3,190.00 $3,300.00 $346.50 $2,904.00 $9,740.50

CUMULATIVE TOTALS

37.30

$27,100.50

PLAN PROCESS Partners Scheler, B. Steingart, B. Hanson, J. Total Partners Counsels Resnick, A. Total Counsels Associates Roose, M. Siroka, P. Stapen, C. Libhart, G. Total Associates CUMULATIVE TOTALS HOURS 13.00 49.30 12.90 75.20 HOURS 1.70 1.70 HOURS 33.10 8.00 5.20 3.30 49.60 126.50 TOTAL FEES $14,300.00 $45,602.50 $11,932.50 $71,835.00 TOTAL FEES $1,700.00 $1,700.00 TOTAL FEES $18,205.00 $4,400.00 $2,574.00 $1,452.00 $26,631.00 $100,166.00

COMMUNICATIONS WITH CREDITORS AND INTEREST HOLDERS Partners Scheler, B. Steingart, B. Total Partners Associates Roose, M. Libhart, G. Total Associates HOURS 4.00 4.70 8.70 HOURS 3.60 .20 3.80 TOTAL FEES $4,400.00 $4,347.50 $8,747.50 TOTAL FEES $1,980.00 $88.00 $2,068.00

CUMULATIVE TOTALS

12.50

$10,815.50

RETENTION AND FEE APPLICATION ISSUES Partners Scheler, B. Steingart, B. Hanson, J. Total Partners Counsels Resnick, A. Total Counsels HOURS 6.40 34.20 6.90 47.50 HOURS 7.10 7.10 TOTAL FEES $7,040.00 $31,635.00 $6,382.50 $45,057.50 TOTAL FEES $7,100.00 $7,100.00

Associates Roose, M. Stapen, C. Libhart, G. Total Associates

HOURS 69.40 4.10 30.40 103.90

TOTAL FEES $38,170.00 $2,029.50 $13,376.00 $53,575.50

Paraprofessionals Yang, M. Total Paraprofessionals

HOURS 2.30 2.30

TOTAL FEES $437.00 $437.00

CUMULATIVE TOTALS

160.80

$106,170.00

Exhibit F

7910827.8

Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00002 Communications with Independent Committee

Page 6

Time Detail
Date 09/11/10 09/13/10 09/15/10 09117/10 09117/10 09122/10 09122110 09123110 09/24110 09124110 09/29110 10/01110 10/07110 10113/10 10118/10 10120/10 10/26/10 10126/10 Timekeeper Brad E. Scheler Brad E. Scheler Brad E. Scheler Brad E. Scheler Carl Stapen Carl Stapen Gabriel Libhart Matthew Roose Bonnie Steingart Gabriel Ubhart Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Bonnie Steingart Brad E. Scheler Bonnie Steingart Description Emails w/ Ruisi. Hours 0.30 2.50 2.00 4.00 0.90 0.50 1.00 3.00 1.10 0.50 2.60 0.50 0.50 2.00 0.80 1.40 2.00 0.50 26.10 Amount 330.00 2,750.00 2,200.00 4,400.00 445.50 247.50 440.00 1,650.00 1,017.50 220.00 2,405.00 462.50 462.50 1,100.00 440.00 1,295.00 2,200.00 462.50 22,528.00

Tic wl Ruisi (.5); review PSA hearing transcript (1.5); meeting wl team re: same (.5). Tic wl Ruisi (.8); review PSA and related docuemtns
(1.2). Call with Moelis and Kirkland (2.0), meet with client (1.0); related follow-up (1.0). Research re: director holdings (.6); multiple emails re: same (.3). Review and comment on draft letter to Independent Committee. Draft letter to independent trustees. Review letter (.5); revise same (1.5); t/c with Scheler re: same (.6); revise (.4). Tic wl clients re: update (.6); review issues re: same (.5). Revise letter. Review status report; revise same (2.1 ); tel confs w/ client (.5). Telephone call with Ruisi. Telephone call with Ruisi (.2); telephone call with Kirkland (.3). Emails and calls with Hanson and client (0.7); related follow-up (0.3). Tic with Independent Committee re: update. Telephone call with Ruisi (.3); review revisions regarding camp. of IC (.7); review letter from ad hoc (.4). Tic wl Ruisi re: Plainfield and update (.8); related followup (.4); conference with team re: same (.8). Telephone call with Ruisi. Total:

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00003 Board Meetings

Page 7

Time Detail
Date 09/19/10 09/19/10 09/20/10 09/20/10 09/20/10 09/21/10 09/21/10 09/21/10 09/22/10 09/22110 10/06/10 Timekeeper Brad E. Scheler Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Brad E. Scheler Matthew Roose Matthew Roose Description Review draft presentation (2.2); review pleadings (.8). Review presentation (1.8); tics re: same (.4 ); related follow up (.3). Attend Bd meeting at Kirkland & Ellis Meeting with independent directors (4.5); review and revise plan documents (3.4). Board meeting (4.5); related follow-up (.5). Board meeting (3.8); attention to related issues (1.2). Board meeting (3.8); follow up w/lndependent Committee (0.8). Prepare for board meeting (1 .2); attend board meeting (3.8). Review Kirkland materials (.8), internal correspondence re: same (.2). Prepare for board meeting (.8); emails re: same (.5). Attention to issues re: board meeting and agenda (.3); revise board resolutions (.2); emails and t/c with client re: same (.6). Review board materials. Attend meeting with Ruisi, Debtors, Kirkland and Moelis -various issues(3.0); review materials re: same (1.4). Review final materials for bd meeting. Prep for Board meeting (.8); conf w/ BES and B. Steingart re same (.7). Attention to issues re: Bd mtg follow-up. Prep for Board meeting (.5); Board meeting (1 .5). Attend Board meetings. Follow-up re: Bd mtg (0.8); calls re: same (1.2). Follow-up from Board meeting (.3); review materials re: same (1.0); meeting with Scheler re: board meeting and update (.2). Review documents sent by debtors (1.0); board calls (1.0). Review materials for Board call (1 .0); board call (1 .0); emails re: same (.5). Total: Hours 3.00 2.50 4.50 7.90 5.00 5.00 4.60 5.00 1.00 1.30 1.10 Amount 3,300.00 1,375.00 4,950.00 7,307.50 2,750.00 5,500.00 4,255.00 2,750.00 1,100.00 715.00 605.00

10/08/10 10/12110 10/15/10 10/18/10 10/19/10 10/19/10 10/19/10 10/20/10 10/20/10

Matthew Roose Bonnie Steingart Matthew Roose Jean Hanson Brad E. Scheler Jean Hanson Bonnie Steingart Brad E. Scheler Matthew Roose

0.90 4.40 1.50 1.50 2.00 2.00 2.00 2.00 1.50

495.00 4,070.00 825.00 1,387.50 2,200.00 1,850.00 1,850.00 2,200.00 825.00

10/26/10 10/26/10

Bonnie Steingart Matthew Roose

2.00 2.50 63.20

1,850.00 1,375.00 53,535.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00004 Hearings and Court Issues

Page 8

Time Detail
Date 09/11/10 09/12/10 09/22/10 09/24/10 09/24/10 09/28/10 09/29/10 09/30/10 09/30/10 10/01/10 10/27/10 10/27/10 10/26/10 10/26/10 10/29/10 10/29/10 Timekeeper Brad E. Scheler Brad E. Scheler Carl Stapen Bonnie Steingart Gabriel Libhart Gabriel Libhart Bonnie Steingart Bonnie Steingart Peter Siroka Bonnie Steingart Matthew Roose Gabriel Libhart Bonnie Steingart Matthew Roose Brad E. Scheler Matthew Roose Description Review pertinent pleadings (1.3); calls w/ team re: same (.4). Review pleadings. Review notice of adjournment and circulate to team and clients (.4); emails to P. Siroka re same (.3). Review draft objection by debtors (. 7); prep materials for client (.6); ca!l w~h Kirkland (. 7). Docket summaries/email to team. Docket summary. Review objections to motions, etc. Attend court hearing (2.8); tel conf w/ client (1 .1). Attend hearing w/ B. Steingart. Review Sept. 1 court transcript. Review exclusivity motion (0.5); email Steingart re: same (0.2). Summarize exclusivity motions. Review debtors court filings (1.1 ); telephone call with counsel et al (.5); prep materials (0.7). Review exclusivity motions and objections (0.9); review summary re: same (0.4). Review memo re: LNR. Review email/memo re: LNR litigation (0.5); emails re: same (0.3). Total: Hours 1.70 1.00 0.70 2.00 1.00 0.50 1.00 3.90 6.00 0.40 0.70 0.50 2.30 1.30 0.30 0.80 24.10 Amount 1,870.00 1'100.00 346.50 1,850.00 440.00 220.00 925.00 3,607.50 3,300.00 370.00 385.00 220.00 2,127.50 715.00 330.00 440.00 18,246.50

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process

Page 9

Time Detail
Date Timekeeper Description Hours Amount

09/14/10 09/17/10 09/17/10

Brad E. Scheler Bonnie Steingart Matthew Roose

Team meeting re: lnnkeepers(.8); review documents (1.2). Review draft protocol and other materials (3.0); related follow-up (.4). Mtg with Ruisi (1.0); Vc with Moelis and Kirkland (2.0); review and revise plan protocol (2.0); emails and Vc w/ Steingart with Resnick re: same (1 .0); review pleadings (1.0). Research re: DIP budget & payment of professional fees (.3); markup and comment on protocol re: same (.2). Review Plan Process Protocol (.4). Review and revise protocol (1.8); related follow-up (.5). Reviewed and commented upon draft of Plan Process Communications Protocol. Review documents and filings. Multiple t/c and emails re: plan protocol and resolutions. Review and revise resolutions and communications plan (1.6); confs w/ M. Roose and G. Libhart re same (.4); conf calls w/ A. Resnick (.5); review MD law and bylaws (.5). Review and revise resolutions and protocol (2.6.); mtg re: same (1.4) T/c w/Matt Roose re: board resolution, protocol. Tic w/Jean Hanson re: role of independent committee and board resolutions. Review and revise resolutions and protocols (2.0); multiple t/c and emails re: same (1.5). Review Kirkland Board Resolutions and M. Roose comments re: same. Meeting w/ team to discuss outstanding items and go forward strategy. Review Innkeepers current Bylaws. Meeting with Kirkland (1.1 ); revise documents sent by Kirkland (.4); telephone call with Kirkland (.5); prep materials for IDs (1.8). Reviewed revised protocol and board resolutions. Review and revise resolutions and protocol (3.1); call with Kirkland and Paul Weiss (1.0); calls with clients (1.2); related follow-up (.8).

2.00 2.40 7.50

2,200.00 2,220.00 4,125.00

09/17/10 09/17/10 09/18/10 09/18/10 09/19/10 09/20/10 09/21/10

Carl Stapen Carl Stapen Bonnie Steingart Alan Resnick Bonnie Steingart Matthew Roose Jean Hanson

0.50 0.40 2.30 0.40 1.60 1.50 3.00

247.50 198.00 2,127.50 400.00 1,480.00 825.00 2,775.00

09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09/21/10 09 /21/10 09/22/10

Bonnie Steingart Alan Resnick Alan Resnick Matthew Roose Carl Stapen Carl Stapen Carl Stapen Bonnie Steingart

4.00 0.40 0.30 3.50 0.40 0.50 0.40 3.80

3,700.00 400.00 300.00 1,925.00 198.00 247.50 198.00 3,515.00

09/22/10 09/22/10

Alan Resnick Matthew Roose

0.20 6.00

200.00 3,300.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process

Page 10

Date 09122110

Timekeeper Carl Stapen

Description Call wl Kirkland and Apollo re: Plan Protocol and Board Resolutions (.B); internal discussions re: same (1.0); related fo!low up (.3). Rreview Apollo comments to Board Resolution and summary material changes. Research on bylaws/declaration of trust re: creation of independent committee (3.1); emails re: same (.2). Conferences and calls with team and kirkland (1.0); calls

Hours 2.10

Amount 1,039.50

09122110 09122/10 09123110

Carl Stapen Gabriel Libhart Brad E. Scheler

0.40 3.30 6.00

198.00 1,452.00 6,600.00

09123110

Jean Hanson

wl Ruisi (.9); review related documents (2.5); follow-up wl team (1 .2); calls re: same (.4). Confs call wl FF and K&E re: plan process (1.0);. confs and calls wl B. Scheler, B. Steingart and M. Roose re:
same (1.0); review and revise docs, re: same (1 .5). Numerous telephone calls with Kirkland (2.3); revise documents (1.7); calls with Ruisi et al. (.9). Meeting re: plan protocol (1.0), review and revise and circulate to Kirkland (3.1}, related follow-up (.4), call re: plan protocol documentation with Kirkland (.5). Attention to issues re: plan protocol and board resolutions (2.1); multiple tic and emails re: same (1.2). Review further revised Plan protocol and Board resolutions. Prep Kirkland materials for client (.7); telephone call with clients (.6); review documents (.9). Review protocol, conf. w/ B. Steingart. Calls and emails wl B. Steingart (.6); review revised documents (1.2). Call with client (1.1); review revised protocols (.7); revise resolutions (.9). Revise protocols ( 0.4); review issues re resolutions (0.3). Call w/ client, B. Steingart re: plan protocol (.5), review plan protocol and status report (1.8), related follow-up (.7). Telephone call with Kirkland regarding various issues. Review documents. Confs wl M. Roose (.5); review docs (.3). Ole with Hanson re: Board resolutions (.5); follow-up with Kirkland re: same (.3); email revised enabling language (.2). Tic with Kirkland re: bd resolutions and retention application (.9); related follow-up (.3). Review K&E materials re: plan process. Confs wl B. Steingart (.1); conf call wl L. Ruisi re independent committee documentation and process (.4).

3.50

3,237.50

09/23110 09123110

Bonnie Steingart Peter Siroka

4.90 4.50

4,532.50 2,475.00

09/23110 09123110
09127110

Matthew Roose Carl Stapen Bonnie Steingart Peter Siroka Jean Hanson Bonnie Steingart Bonnie Steingart Peter Siroka

3.30 0.50 2.20 0.50 1.80 2.70 0.70 3.00

1,815.00 247.50 2,035.00 275.00 1,665.00 2,497.50 647.50 1,650.00

09/27/10 09128110 09128110 09129110 09129/10

10101/10 10101110 10104/10 10104/10

Bonnie Steingart Bonnie Steingart Jean Hanson Matthew Roose

0.80 1.20 0.80 1.00

740.00 1,110.00 740.00 550.00

10/05/10 10106110 10/06/10

Matthew Roose Jean Hanson Jean Hanson

1.20 1.30 0.50

660.00 1,202.50 462.50

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process

Page 11

Date 10/07/10 10/07/10 10/07/10 10/07/10 10/13/10 10/13/10 10/13/10

Timekeeper Jean Hanson Jean Hanson Bonnie Steingart Bonnie Steingart Jean Hanson Bonnie Steingart Bonnie Steingart

Description Confs w/ B. Steingart and M. Roose re resolutions and K&E correspondence. Revise resolutions (.2); email w/ L. Ruisi (.1 ). Review corp governance issues. Prep and revise resolutions. Confs w/ B. Steingart and M. Roose (.5); review and revise docs (resolutions, protocol, etc.) (1.0). Review plan process and protocal documents. Review minutes (.5); telephone call with Ruisi (.5); prep email correspondence (.2); deal with issues regarding resolutions (1.0). Review revised bd resolutions and plan process protocol (.7); t/c w/ K&E (.3). Review and revise bd resolutions (1.0); o/c w/ Stapen re: same (.3). Attention to issues re: board resolutions and plan protocal. Review draft timelir.e (1.5); internal mtg (.5); t/c and email re: same (.7). Numerous emaiV telephone calls regarding resolutions (0.3); telephone call with Larry, debtors (0.2). Telephone call with Anup (.2); review ID comp issues (.2); telephone call with Ruisi (.2). Prep materials (1.2); review issues regarding resolutions (.4); review materials (.9). Reviewed revised board resolutions and retention documents. Review documents (. 7); telephone call with independent Comm. (.5). Review and revise resolutions (1.5); emails re: same (.5). Review issues; review update prepared by Kirkland (1.0); review revisions to resolutions etc (1.0). Telephone call with Kirkland and Moelis (.6); telephone call with Ruisi (.4). TIC re: plainfield letter (.5). Review final versions of plan protocol and Bd Resolutions (1.1 ); emails and tic with Steingart and Hanson re: same (.5); t/c with Resnick re: same (.5). Review report regarding forecasts and stalking horse proposals. Total:

Hours 0.20 0.30 0.70 2.00 1.50 2.00 2.20

Amount 185.00 277.50 647.50 1,850.00 1,387.50 1,850.00 2,035.00

10 /13/10 10/13/10 10/14/10 10/14/10 10/14/10 10/15/10 10/15/10 10/15/10 10/18/10 10/20/10 10/22/10 10/22/10 10/22/10 10/22/10

Matthew Roose Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Bonnie Steingart Alan Resnick Bonnie Steingart Matthew Roose Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose

1.00 1.30 1.00 2.70 0.50 0.60 2.50 0.40 1.20 2.00 2.00 1.00 0.50 2.10

550.00 715.00 1,100.00 2,497.50 462.50 555.00 2,312.50 400.00 1,110.00 1,100.00 1,850.00 925.00 462.50 1,155.00

10/27/10

Bonnie Steingart

0.70 115.70

647.50 90,488.50

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00006 Communications with Creditors and Interest Holders

Page 12

Time Detail
C :ate Timekeeper Description Hours Amount

10/07110 10113110 10120110 10/22/10 10125110 10125/10 10125110

Matthew Roose Matthew Roose Matthew Roose Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose

Call wl Karcher@ Dewey re: Ad Hoc Committee (.1 ); related follow-up (.2). Tic with Karcher re: Ad Hoc committee (.1 ); follow-up w/ team (.2); follow-up wl K&E (.2). Review letter from Plainfield (.4); emails re: same (.4). Tic with K&E and Moelis re: Plainfield letter (.5); related follow-up (.3); emails with Ruisi re: same {.4). Calls with team and client re: plainfield letter (0.5); review letter re: same {0.5).

0.30 0.50 0.80 1.20 1.00 1.10 0.80 5.70

165.00 275.00 440.00 660.00 1,100.00 1,017.50 440.00 4,097.50

Ole w/ Roose re: Plainfield (.3); t/c wl Kirkland re:same {.2) review response letter (.6). Ole wl Steingart re: Plainfield Asset Management Letter {0.3); emai!s re: same (0.3); tic with K&E re: same (0.2). Total:

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues

Page 13

Time Detail
Date 09/20/10 09/21/10 09/21/10 10/01/10 10/04/10 10/04/10 10/05/10 10/07/10 10/07/10 10/07/10 10/08/10 10/08/10 10/11/10 10/11/10 Timekeeper Gabriel Ubhart Carl Stapen Carl Stapen Bonnie Steingart Matthew Roose Gabriel Libhart Alan Resnick Alan Resnick Matthew Roose Gabriel Libhart Alan Resnick Matthew Roose Alan Resnick Matthew Roose Description Draft 2014 declaration. Multiple emaiis w/ Kirkland and Gabe Ubhart re: retention. Review Kirkland comments to engagement letter. Review issues regarding retention. Review retention application (.4); review materials re: affidavit (1.0). Draft declaration of disinterestedness. Research and Vc w/Matt Roose re: retention issues. Conf w/ Steingart re: retention issues and role of independent committee. Review materials for affidavit. Revisions to 2014 declaration. Tic w/Matt Roose re: retention issues. Review materials for affidavit (2.9}; o/c with Libhart re: same (.4). Reviewed draft of declaration in support of motion to approve retention of Fried Frank (.6), revise same (1.0). Multiple Vc and emails with Libhart re: retention affidavit (1.2); Vc with Resnick re: retention affidavit (. 7); revise same (3.3). Review and revise declaration. Confs w/ M. Roose and C. Stapen re: retention Issues (0.8); review nad revise issues declaration. Tic w/Matt Roose re: issues relating to the independent committee and court approval of the retention of Fried Frank. Review and revise draft FFHSJ retention affidavit (1.8}; multiple Vc and emaiis with Libhart re: same (.4); multiple t/c and emaiis with Resnick re: retention affidavit (.5); related follow-up (.5). Reviewed revised draft of declaration (.6); t/c w/Matt Roose re: same (.2). Confw/ B. Steingart re procedures and declaration (.7); review and revise drafts (1 .6). Research re: FFHSJ conflicts (.8); review and revise declaration (.6); multiple t/c and emails re: same (.4); related follow-up (.2); tic with Kirkland re: fee pay motion (.6); draft update summary for Scheler; email same (.6). Review affidavit (.6); review conflict check (.4). Hours 2.30 0.80 0.30 1.00 1.40 1.80 0.60 0.30 0.40 1.50 0.40 3.30 1.60 5.20 Amount 1,012.00 396.00 148.50 925.00 770.00 792.00 600.00 300.00 220.00 660.00 400.00 1,815.00 1,600.00 2,860.00

10/12/10 10/12/10 10/12/10

Jean Hanson Jean Hanson Alan Resnick

1.00 1.80 0.30

925.00 1,665.00 300.00

10/12/10

Matthew Roose

3.20

1,760.00

10/13/10 10/14/10 10/14/10

Alan Resnick Jean Hanson Matthew Roose

0.80 2.30 3.20

800.00 2,127.50 1,760.00

10/15/10

Bonnie Steingart

1.00

925.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues

Page 14

Date

Timekeeper Matthew Roose Gabriel Ubhart Gabriel Libhart Brad E. Scheler Matthew Roose

Description T/c and research re: compensation for independent directors. Research re: outside director compensation. Research compensation of outside directors. Attention to issues re: IC compensation. Attention to issues re: committee member compensations (1.2); emails re: same (.3); review materials re: same (.7). Review retention materials. Review ID comp (1.0); prep affidavit (0.5); telephone call with consultant (0.5). T/c w/Bonnle Steingart, Jean Hanson, and Matt Roose re: motion and declaration in support of the retention of Fried Frank as counsel to the independent committee of the board (.5); t/c w/Bonnie Steingart, Jean Hanson, and Matt Roose re: same (.2). Meeting with Rothenburg and Steingart re: IC comp. Review and revise affidavit. Attention to issues re: fees for independent committee. Revise affidavits (2.0); t/c w Resnick (.3); review 363 issues (.8); t/c re: same (.8). Reviewed revised draft of 2014 Declaration and the draft of the 363 motion for aproval of Fried Frank's retention and compensation for the independent committee and Fried Frank. T/c w/Matt Roose re: the draft 363 motion and 2014 Declaration. Review and revise motion and affidavit (5.5): t/c and emails re: same (1.2); related follow-up (1.2). Revise 363 motion/discuss with A. Resnick and M. Roose, emails re same. Conrs w/ B. Steingart, M. Roose and G. Libhart re Section 363 remotion and declaration (.4); calls w/ A. Resnick re same (.4); review papers (1.0). Revise retention papers (.7); review Kirkland draft (.3); revise affidavit (1.1); review Kirkland mark up (.4). Review and revise motion and affidavit (2.7); tic and emails re (.5): same; related (.3). Calls re: FFHSJ engagement and invoices. Telephone calls regarding midland req (0.5); telephone call with Ruisi (0.3); telephone with Carmel (0.6). Review protection order re :engagement letter. T/c with K&E re: engagement letter, Midland and Trimont.

Hours

Amount

10/15/10 10/15/10 10/16/10 10/17/10 10/17/10

1.40 2.30 2.00 1.00 2.20

770.00 1,012.00 880.00 1,100.00 1,210.00

10/18/10 10/18/10 10/18/10

Brad E. Scheler Bonnie Steingart Alan Resnick

2.00 2.00 0.70

2,200.00 1,850.00 700.00

10/18/10 10/18/10 10/18/10 10/19/10 10/19/10

Matthew Roose Matthew Roose Matthew Roose Bonnie Steingart Alan Resnick

0.50 3.70 0.70 3.70 0.60

275.00 2,035.00 385.00 3,422.50 600.00

10/19/10 10/19/10 10/19/10 10/20/10

Alan Resnick Matthew Roose Gabriel Ubhart Jean Hanson

0.50 7.90 4.20 1.80

500.00 4,345.00 1,848.00 1,665.00

10/20/10 10/20/10 10/22/10 10/25/10 10/25/10 10/26/10

Bonnie Steingart Matthew Roose Matthew Roose Bonnie Steingart Bonnie Steingart Matthew Roose

2.50 3.50 0.30 1.40 0.40 0.50

2,312.50 1,925.00 165.00 1,295.00 370.00 275.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues

Page 15

Timekeeper 10/27/10 Bonnie Steingart

Description Review issues regarding Midlind request (0.3); telephone call wtth Ruisi (0.2). Total: 0.50 80.80 462.50 54,363.50

Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00002 Communications with Independent Committee

Page 1

Time Detail
Date Timekeeper Description Hours Amount

11/04110 11117110 11117110 11/23110

Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart

Tic with IC re: objections to FF motion.

Tlc wl client re: update.

0.50 1.00 1.30 3.10

275.00 1,100.00 1,202.50 2,867.50

Tic wl clients re: updates (1.0); related follow-up (.3).

Telephone with Independent Committee (.5); meeting wl Scheler re: same (.2); telephone call with Debtors (.8); related follow-up (1.6). Call with committee members re: conference with Judge Chapman (.5); conference with Scheler and Steingart re: same (.2).

11123110

Matthew Roose

0.70

385.00

11/24/10 11124110 11126110 11128/10

Brad E. Scheler Bonnie Steingart Matthew Roose Matthew Roose

Tic wl clients (.8); related follow-up (.2).

Telephone call with Ruisi re: update re: same (.8); telephone call with debtors re same (.4). Emails to committee re: meetings and calls. Emails to committee re: call. Total:

1.00 1.20 0.10 0.10 9.00

1,100.00 1,110.00 55.00 55.00 8,150.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00004 Hearings and Court Issues

Page 1

Time Detail
Date 11/01/10 11/05/10 11/06/10 11/10/10 11/11/10 Timekeeper Gabriel Libhart Gabriel Libhart Gabriel Libhart Matthew Roose Bonnie Steingart Description Summary of LNR complaint against CRES (2.1 ), ole with M. Roose re: same (.2). Draft update to committee re: development in cases. Draft update to committee re: development in cases. Attend hearing (2.8); emails re: same (.2). Attend court hearing on retention and Independent Committee (2.8); review documents (1.2); revise protocol (.2); telephone call with clients re: same (.2). Review correspondence with court etc (.8); telephone call with Debtors (.4). Total: Hours 2.30 1.30 1.00 3.00 4.40 Amount 1,012.00 572.00 440.00 1,650.00 4,070.00

11/19/10

Bonnie Steingart

1.20 13.20

1,110.00 8,854.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process

Page 1

Time Detail
Date Timekeeper Description Hours Amount

11/22/10 11/22/10 11/23/10 11/29/10 11/29/10 11/29/10 11/30/10 11/30/10

Bonnie Steingart Matthew Roose Brad E. Scheler Brad E. Scheler Bonnie Steingart Matthew Roose Bonnie Steingart Matthew Roose

Telephone call with court (.3); follow-up w/ Roose and scheler (.3); review documents (.6). Conference call with Judge Chapman (.3); related follow-up with Scheler and Steingart (.3). Follow-up on conference w/ Judge Chapman (.7); calls re: same (1.3).

1.10 0.60 2.00 2.00 1.30 0.60 1.70 1.50

1,017.50 330.00 2,200.00 2,200.00 1,202.50 330.00 1,572.50 825.00 9,677.50

Tic w/ Debtor and Beilenson re: update (1.0); related follow-up (1.0). Telephone calls with Kirkland, Beilenson et al. re: update (1.0); related follow-up (.3). T/cs with K&E and Beilinson re: update (.3); meeting with Scheler and Steingart re: same (.3).
Review materials prepared by Moelis (1.3); telephone calls with various parties (.4). Review plan proposals. Total:

10.80

Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00006 Communications with Creditors and Interest Holders

Page 1

Time Detail
Date 11/12/10 11/15/10 11/15/10 11/16/10 11/16/10 Timekeeper Bonnie Steingart Brad E. Scheler Gabriel Libhart Brad E. Scheler Bonnie Steingart Description Review correspondence form Preferreds (.9); telephone call with Larry (.4). Attention to issues re: Ad hoc committee. Emails re: Ad Hoc letter. Review Ad Hoc committee letters (.8); ole wl steingart (.4); tic w/ Debtors re: same (.8) Review correspondence from Preferred (.8); discusss responses (.7); telephone call with Debtors (.8). Total: Hours 1.30 1.00 0.20 2.00 2.30 6.80 Amount 1,202.50 1,100.00 88.00 2,200.00 2,127.50 6,718.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 0333221ndependent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues

Page 1

Time Detail
Date 11/01/10 Timekeeper Bonnie Steingart Description Review suggested revisions to employment application and proposed order (1.0); numerous telephone calls and emails with Kirkland (.5); telephone calls with Ruisi (.6); review documents (1.0); review correspondence by Debtors (1.0). Call with K&E re: Midland's objection to FF retention (.3); conference with Steingart re: same (.2); emails with Ruisi re: same (.2); review K&E proposal re: proposed order (.4); revise same (.3); emails with Steingart re: same (.2). Review issues and requests from Lehman and others (1.5); telephone call with Kirkland (.5); revise proposed order and application (1.0); review issues regarding witnesses and discovery requests (.3); telephone call with Ruisi (.2). Reviewed draft of revisions of proposed order authorizing payment of Fried Frank's fees (.3); tic w/Matt Roose re: same (.2). Hours 4.10 Amount 3,792.50

11/01/10

Matthew Roose

1.60

880.00

11/02/10

Bonnie Steingart

3.50

3,237.50

11/02/10

Alan Resnick

0.50

500.00

11/02/10

Matthew Roose

Tic with Resnick and Steingart re: revising proposed order re: FF retention (.5); revise propose order re: FF retention (.7); emails re: same (.2); tic with K&E re: same (.2); review and revise order (.4).
Emails re: update on status of FF retention (.2); review objection to FF motion (2.1 ); multiple tic and emails with team re: same (.2); prepare draft response (1.3); attention to issues re: Dewey request to disclose bd minutes (.3). Research re: Reply to Fried Frank retention objections (3.5); draft reply (2.5). Prep pre bill. Review proposed order (1.2); telephone call with Kirkland (.6), discuss revisions (.8); telephone call with Larry (.5); review substance of objections with Independent Committee (.5). Conf w/Matt Roose re: objections to motion for Fried Frank's retention and payment to Independent Committee (.1 ); review of objections filed (.3). Review revised proposed order circulated by K&E (.5); emails to Steingart and Resnick re: same (.1); summarize objections to FF retention (1.5); multiple tic with Marc re: retention issues (.4); revise proposed order (1.1); emails with Steingart and Resnick re: same (.2); tic with Resnick re: same (.3); review and revise FF response to objections (2.4).

2.00

1'1 00.00

11/03/10

Matthew Roose

4.10

2,255.00

11/03/10 11/03/10 11/04/10

Gabriel Ubhart Meryl Yang Bonnie Steingart

7.00 0.80 3.60

3,080.00 152.00 3,330.00

11/04/10

Alan Resnick

0.40

400.00

11/04/10

Matthew Roose

6.50

3,575.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 0333221ndependent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues Date Timekeeper Description Hours

Page 2

Amount

11/04/10 11/05/10 11/05/10

Gabriel Libhart Bonnie Steingart Matthew Roose

Research re: Reply to Fried Frank retention objections (4.0), emails re: same (.4). Review objections (1 .0); telephone call with Kirkland (.4); telephone call with Ruisi (.4). Multiple tic with Carmel re: FF retention and scope (.3); emails with Steingart re: same (.2); review further revised proposed order (.3); emails re: same (.2); tic with Steingart re: same (.3). Telephone call with Roose (.4); review draft reply (1 .0). Review objections to FF retention (1 .5); emails re: summary of same (.4); tic with K&E re: same (.4); tic with Ruisi re: same (.4); related follow-up (.2). Review debtor drafts (1 .0); revise FF response (1 .0); telephone call with Larry (.3). Reviewed reply to objections to Fried Frank's retention and supplemental Rule 2014 statement (.3); tic w/Matt Roose re: comments on same (. 1). Review chart summarizing objections to Fried Frank retention (.7); ole with Steingart re: same (.3); multiple tic and emails with Stapen and Libhart re: same (.5); draft Fried Frank response (2.5); emails with clients re: same (.3); draft talking points for hearing re: same (1.4); review Debtors reply (.8); comments re: same (1 .0); emails re: same (.2). Review objections to FF motion (1 .0); review and revise chart re: same (0.5); review and revise chart re: same (0.6); related follow up (0.4). Review talking point and comment on same (0.3); emails re: filing (0.2). Draft charts (2.5); hearing preparation (.5). Prep notice and affidavit of service. Attention to issues re: FF retention (1 .5); tic w/clients re: same(.5). Review court filings and objections to retention etc (.8); prep replies (1 .2); telephone call with Kirkland (.2).

4.40 1.80 1.30

1,936.00 1,665.00 715.00

11/06/10 11/06/10

Bonnie Steingart Matthew Roose

1.40 2.90

1,295.00 1,595.00

11/08/10 11/08/10

Bonnie Steingart Alan Resnick

2.30 0.40

2,127.50 400.00

11/08/10

Matthew Roose

7.70

4,235.00

11/08/10

Carl Stapen

2.50

1,237.50

11/08/10 11/08/10 11/08/10 11/09/10 11/09/10 11/09/10

Carl Stapen Gabriel Libhart Meryl Yang Brad E. Scheler Bonnie Steingart Matthew Roose

0.50 3.00 0.50 2.00 2.70 5.90

247.50 1,320.00 95.00 2,200.00 2,497.50 3,245.00

Tic with Kirkland re: Debtors' reply (.2); review and

revise Fried Frank reply (1 .8); research professional responsibiliy code re: same (.4); file reply (.3); prepare materials for hearing (3.2).

11/09/10 11/09/10 11/1 0/1 0 11/10/10 11/11/10

Gabriel Libhart Meryl Yang Brad E. Scheler Bonnie Steingart Gabriel Libhart

Attention to issues re: 2014 declaration. File and serve objection and affidavit of service. Prep for hearing (.5); meeting w/ Steingart re: same (.5). Prep for hearing (1 .5); telephone calls with Debtors re: same (.3). Research deadlines and requirements for fee applications (.5) and emails regarding same (.3).

1'10 1.00 1.00 1.80 0.80

484.00 190.00 1,100.00 1,665.00 352.00

Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues Date 11/19/10 11/24/10 Timekeeper Brad E. Scheler Bonnie Steingart Description Attention to issues re: update and court correspondence (1.2); related follow-up (.8). Review materials sent by Debtors (.5). Total: Hours 0.40 0.50 80.00

Page 3

Amount 440.00 462.50 51,806.50