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Hearing Date and Time: October 6, 2011 at 10:00 a.m.

prevailing Eastern Time Objection Deadline: September 28, 2011 at 4:00 p.m. prevailing Eastern Time

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

THIRD INTERIM APPLICATION OF KIRKLAND & ELLIS LLP FOR (A) COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND (B) REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED DURING THE PERIOD APRIL 1, 2011 THROUGH JULY 31, 2011

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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Table of Contents Table of Contents ............................................................................................................................. i Summary of Third Interim Fee Application ....................................................................................1 Jurisdiction .......................................................................................................................................3 Compensation and Expenses Requested ..........................................................................................3 Background ......................................................................................................................................4 Reasonable and Necessary Services Rendered by K&E..................................................................5 Retention and Disinterestedness of Kirkland & Ellis LLP ..............................................................8 Reasonable and Necessary Services Rendered by K&E Categorized by Subject Matter...........14 Actual and Necessary Expenses Incurred by Kirkland & Ellis LLP ............................................25 K&Es Requested Compensation and Reimbursement Should be Allowed ................................27 Notice .............................................................................................................................................29 No Prior Request ............................................................................................................................29 Conclusion .....................................................................................................................................30

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Summary of Third Interim Fee Application

NAME OF APPLICANT: AUTHORIZED TO PROVIDE PROFESSIONAL SERVICES TO: DATE OF RETENTION: COMPENSATION & EXPENSE REIMBURSEMENT PERIOD: AMOUNT OF COMPENSATION REQUESTED: AMOUNT OF EXPENSE REIMBURSEMENT REQUESTED: TOTAL AMOUNT OF COMPENSATION & EXPENSE REIMBURSEMENT REQUESTED: TOTAL AMOUNT OF COMPENSATION & EXPENSE REIMBURSEMENT PREVIOUSLY REQUESTED AND AWARDED:

Kirkland & Ellis LLP Debtors and Debtors-in-Possession July 19, 2010 (Order entered August 12, 2010) April 1, 2011 through July 31, 2011 $5,291,425.50 $273,652.98 $5,565,078.48 $11,097,369.122

See Omnibus Order Granting First Interim Applications of Retained Professionals for (A) Compensation for Professionals Services Rendered and (B) Reimbursement of Actual and Necessary Expenses [Docket No. 1074] and Omnibus Order Granting Second Interim Applications of Retained Professionals for (A) Compensation for Professionals Services Rendered and (B) Reimbursement of Actual and Necessary Expenses [Docket No. 1667].

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Kirkland & Ellis LLP (K&E), counsel for the above-captioned debtors and debtors in possession (collectively, the Debtors), submits this third interim fee application (the Third Interim Fee Application) pursuant to: sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code); Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); Rule 2016-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Rules); General Order M-389, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases (the Local Guidelines); the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 189] (the Interim Compensation Order);3 and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330, effective January 30, 1996 (the UST Guidelines, and together with the Local Guidelines, the Guidelines), for allowance and approval of interim compensation for professional services rendered to the Debtors and for reimbursement of actual and necessary expenses incurred in connection with such services from April 1, 2011 through and including July 31, 2011 (the Third Interim Fee Period). In support of this Third Interim Fee Application, K&E respectfully represents as follows:

Capitalized terms used but not defined herein shall have the meanings assigned to them in either the Interim Compensation Order or the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1799] (the Plan), as applicable.

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Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 330 and 331 of the

Bankruptcy Code, Bankruptcy Rule 2016, Local Rule 2016-1, and the Guidelines. Pursuant to the Local Guidelines, a certification of compliance is attached hereto as Exhibit A. Compensation and Expenses Requested 4. K&E files this Third Interim Fee Application seeking allowance of compensation

for professional services rendered to the Debtors during the Third Interim Fee Period in the aggregate amount of $5,291,425.504 and reimbursement of actual expenses incurred in connection with the rendition of such services in the aggregate amount of $273,652.98, for a total of $5,565,078.48. In addition, K&E seeks approval for the payment of amounts previously awarded but held back pursuant to the Second Interim Compensation Order (as defined herein) in the total amount of $491,289.90.5

The total fees requested in K&Es Monthly Applications during the Third Interim Fee Period are $69.21 higher than the amount requested in this Third Interim Fee Application. K&E discovered a billing error for the $69.21 in its Monthly Application for April 2011 after that Monthly Application was filed. K&E is correcting the error in this Third Interim Fee Application. The Second Interim Compensation Order provided that half of the amounts held back would be paid on the confirmation date of the Plan and the remaining half would be paid at consummation. Because of delays in consummating the Fixed/Floating Plan, K&E now seeks payment of the second half of amounts held back from the previous interim fee period.

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Background 5. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 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). 6. On May 2 and 3, 2011, the Debtors held an auction where the Debtors auctioned

the Fixed/Floating Debtors and the Remaining Debtors assets. 7. On May 19, 2011, the Court entered an order approving the form of the Debtors

Disclosure Statement and procedures for solicitation of votes to accept or reject the Plan [Docket No. 1441]. The Debtors commenced solicitation on or about May 20, 2011. 8. On June 29, 2011, the Court entered the Findings of Fact, Conclusions of Law,

and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Confirmation Order) [Docket No. 1804], confirming the Plan. Within 35 days, the Debtors consummated three of the four joint plans constituting the Plan, representing over $200 million of the Debtors approximately $1.29 billion of secured debt and completing the restructuring of seven of the Debtors hotels.6

The Debtors consummated the Ontario Plan on July 7, 2011. See Notice of Entry of Confirmation Order and Occurrence of Effective Date of the Ontario Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket No. 1859]. The Debtors consummated the Remaining Debtor Plan for certain of the Remaining (continued on next page)

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9.

On August 19, 2011, INK Acquisition LLC, INK Acquisition II LLC, Cerberus

Series Four Holdings, LLC (Cerberus), and Chatham Lodging Trust (Chatham and, together with Cerberus, Cerberus/Chatham) sent notices of termination purporting to terminate their commitments with respect to the transaction for the Fixed/Floating Debtors. As a result of Cerberus/Chathams action, the occurrence of the effective date for the Fixed/Floating Plan and the timing thereof is uncertain at this time. 10. On August 29, 2011, the Debtors filed an adversary proceeding seeking remedies

against Cerberus/Chatham, including specific performance of the agreement to purchase the Fixed/Floating Debtors assets [Docket No. 2045]. The Court has scheduled a trial on these matters for October 10-12, 2011. Reasonable and Necessary Services Rendered by K&E 11. During the Third Interim Fee Period, K&E continued to provide the Debtors with

reasonable and necessary services that were integral to the Debtors exit strategy from these Chapter 11 Cases. A. 12. Marketing Efforts and Development of Plan As the Court is aware, prior to the Third Interim Fee Period, the Debtors had

negotiated the terms of a stalking horse bid (the Stalking Horse Proposal) for the Fixed/Floating Debtors with Five Mile and Lehman. At the outset of the Third Interim Fee Period, K&E assisted the Debtors in developing a plan of reorganization and related disclosure

Debtors on July 15, 2011. See Notice of Occurrence of Effective Date of the Chapter 11 Plan for Certain of the Remaining Debtors under Chapter 11 of the Bankruptcy Code [Docket No. 1911]. The Debtors consummated the Anaheim Plan on July 28, 2011. See Notice of Entry of Confirmation Order and Occurrence of Effective Date of the Anaheim Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket No. 1965].

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statement to implement the Stalking Horse Proposal. In connection with that effort, K&E prepared proposed solicitation materials and the motion seeking approval of the Disclosure Statement. K&E also worked with the Debtors to develop plans of reorganization for those Debtors that were not subject to the Stalking Horse Proposal. These efforts resulted in the Debtors filing four separate joint plans of reorganization on April 8, 2011the Fixed/Floating Plan, the Remaining Debtor Plan, the Anaheim Plan, and the Ontario Plan. These four joint plans proposed reorganizations for all 92 of the Debtors. 13. K&E also spent a great deal of time working with the Debtors and Moelis &

Company LLC (Moelis), the Debtors financial advisor and investment banker, on matters related to the Debtors marketing of their assets in advance of the April 25, 2011 bid deadline. As a result of these efforts, on or before the bid deadline, the Debtors received one qualified bid for the entirety of the Fixed/Floating Debtors assets (in addition to the Stalking Horse Proposal). The Debtors also received two bids for the five hotels that serve as collateral for the LNR-Serviced Loans and a number of bids for individual properties. K&E worked closely with the Debtors management team and Moelis to evaluate all of the bids received. On May 2 and May 3, 2011, the Debtors held an auction at K&Es offices to determine the highest or otherwise best bid for the Debtors assets. B. 14. Auction and Confirmation of the Plan K&E spent considerable time and effort with respect to the auction, which was

attended by approximately 200 individuals representing over a dozen bidders. The auction proceeded in two stages. First, the Debtors auctioned the equity in the Fixed/Floating Debtors. After 12 rounds of bidding, Cerberus/Chatham topped the Stalking Horse Proposal by approximately $154 million with a successful bid of $1.12 billion. Second, the Debtors held an 6
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auction for the properties securing the LNR-Serviced Loans, which generated a successful bid of $195 million from Chatham Lodging L.P. 15. Following the auction, K&E coordinated with the Debtors key constituencies to

prepare a revised plan and disclosure statement reflecting the successful auction results. After an extended period of constituent negotiation, K&E assisted the Debtors in filing a further revised plan and disclosure statement. As a result of these efforts, the Court approved the final form of the Disclosure Statement on May 20, 2011. Following this approval, K&E assisted the Debtors in soliciting their Plan, ultimately receiving overwhelming support for the proposed restructuring. 16. Prior to confirmation, the Debtors received both formal and informal objections to

the Plan. Working with the Debtors management, K&E negotiated resolutions to outstanding confirmation disputes with various parties in interest, including the Debtors prepetition lenders, the Ad Hoc Committee, Cerberus, and Chatham. In addition, K&E spent considerable time and effort helping the Debtors resolve nine formal objections to the Plan. As a result of the efforts of K&E, the Debtors management, and the Debtors other advisors, the Debtors presented the Court with a Plan marked by global consensus, which the Court confirmed by order entered on June 29, 2011. C. 17. Consummation of the Debtors Plan After confirmation, K&E assisted the Debtors in finalizing the transactions

contemplated by the Plan. As a result of these efforts, the Debtors consummated the Ontario Plan on July 7, 2011, pursuant to which the prepetition secured lender had the option to receive the collateral securing its loan via state foreclosure proceeding or a deed in lieu. On July 15, 2011, K&E assisted the Debtors in consummating the Remaining Debtor Plan for certain of the 7
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Remaining Debtors, pursuant to which the Remaining Debtors hotel assets were transferred to Chatham Lodging L.P. K&E also assisted the Debtors in consummating the Anaheim Plan on July 28, 2011, pursuant to which the Anaheim Hotel Debtors assets were transferred to an affiliate of the mezzanine loan lender. 18. During the Third Interim Fee Period, K&E helped the Debtors to make significant

progress towards exiting from chapter 11. K&E assisted the Debtors in bringing the Chapter 11 Cases from a deal formulation stage to solicitation to confirmation and, with respect to three of the joint plans, to consummation. K&E is continuing to work closely with the Debtors to consummate the Fixed/Floating Plan, whether with the support of Cerberus/Chatham or another plan sponsor. Retention and Disinterestedness of Kirkland & Ellis LLP 19. As disclosed in the Declaration of Paul M. Basta in Support of the Debtors

Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 20, Ex. B]; the Supplemental Declaration of Paul M. Basta in Support of the Debtors Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 126]; the Second Supplemental Declaration of Paul M. Basta in Support of the Debtors Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 543]; the Third Supplemental Declaration of Paul M. Basta in Support of the Debtors Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in 8
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Possession Nunc Pro Tunc to the Petition Date [Docket No. 951]; and the Fourth Supplemental Declaration of Kirkland & Ellis LLP in Support of the Debtors Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 1862] (collectively, the Declarations), K&E does not hold or represent any interest adverse to the Debtors estates and is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code as modified by section 1107(b) of the Bankruptcy Code. 20. K&E may have in the past represented, may currently represent, and likely in the

future will represent, parties in interest in connection with matters unrelated to the Debtors in the Chapter 11 Cases. In the Declarations, K&E disclosed its connections to parties in interest that it has been able to ascertain using its reasonable efforts. K&E will update the Declarations, as appropriate, if K&E becomes aware of relevant and material new information. 21. K&E performed the services for which it is seeking compensation on behalf of or

for the Debtors and their estates, and not on behalf of any committee, creditor, or other entity. 22. Except to the extent of the advance payments paid to K&E that K&E previously

disclosed to this Court in the Declarations, K&E has received no payment and no promises for payment from any source other than the Debtors for services rendered or to be rendered in any capacity whatsoever in connection with the Chapter 11 Cases. 23. Pursuant to Bankruptcy Rule 2016(b), K&E has not shared, nor has K&E agreed

to share, (a) any compensation it has received or may receive with another party or person other than with the partners, counsel, and associates of K&E or (b) any compensation another person or party has received or may receive.

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24.

At the hearing at which the Court approved the Debtors compensation of Fried,

Frank, Harris, Shriver & Jacobson LLP (Fried Frank), the Court directed K&E and Fried Frank to pay particular attention to avoiding the duplication of efforts. K&E is mindful of the Courts instructions and continues to take all actions appropriate to avoid any duplication of efforts. K&Es Interim Fee Requests 25. On January 14, 2011, K&E filed the First Interim Application of Kirkland & Ellis

LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses Incurred during the Period July 19, 2010 through November 30, 2010 [Docket No. 826] (the First Interim Fee Application). On March 31, 2011, the Court entered an order (the First Interim Compensation Order) [Docket No. 1074] allowing compensation for services rendered and reimbursement of expenses. 26. On May 16, 2011, K&E filed the Second Interim Application of Kirkland & Ellis

LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses Incurred during the Period December 1, 2010 through March 31, 2011 [Docket No. 1403] (the Second Interim Fee Application). On June 9, 2011, the Court

entered an order (the Second Interim Compensation Order) [Docket No. 1667] allowing compensation for services rendered and reimbursement of expenses. The Second Interim

Compensation Order provided for a holdback of certain allowed amounts, with half of the holdback to be paid upon Plan confirmation and the balance to be paid on the effective date of the Plan, unless otherwise ordered by the Court. See Second Interim Compensation Order 6. As of the date hereof, K&E and other professionals have received the first half of the holdback, but not the balance. 10
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27.

K&E now files this Third Interim Fee Application seeking allowance of

compensation for professional services rendered to the Debtors during the Third Interim Fee Period in the aggregate amount of $5,291,425.50 and reimbursement of actual expenses incurred in connection with the rendition of such services in the aggregate amount of $273,652.98, for a total of $5,565,078.48. In addition, K&E seeks approval for the payment of amounts previously awarded but held back pursuant to the Second Interim Compensation Order (as defined herein) in the total amount of $491,289.90. 28. In accordance with the Interim Compensation Order, K&E has served four

Monthly Applications, covering the Third Interim Fee Period, on: (a) the Debtors; (b) the U.S. Trustee; (c) counsel to the Creditors Committee; (d) counsel to Midland; and (e) counsel to Certain Prepetition Lenders.7 Midland filed an objection to K&Es Monthly Application for the month of June 2011, objecting to the payment from Midlands cash collateral of $36,081.50 of fees relating to certain claims objections.8 No other Monthly Application Objections were filed in response to K&Es Monthly Applications during the Third Interim Fee Period.9
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See Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from April 1, 2011 through April 30, 2011, filed May 31, 2011 [Docket No. 1584]; Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from May 1, 2011 through May 31, 2011, filed June 30, 2011 [Docket No. 1844]; Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from June 1, 2011 through June 30, 2011, filed July 29, 2011 [Docket No. 1970]; and Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from July 1, 2011 through July 31, 2011, filed August 31, 2011 [Docket No. 2054]. See Amended Limited Objection of Midland Loan Services to the Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from June 1, 2011 through June 30, 2011, filed August 24, 2011 [Docket No. 2035]. The deadline to object to K&Es Monthly Application for July 2011 is September 20, 2011. If an objection is filed after the date of this Third Interim Application, the Debtors will respond in accordance with the terms of the Interim Compensation Order.

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29.

The Monthly Application for April 2011 included a voluntary waiver of fees in

the amount of $8,083.29 and expenses in the amount of $5,881.63. The Monthly Application for May 2011 included a voluntary waiver of fees in the amount of $25,382.50 and expenses in the amount of $16,180.05. The Monthly Application for June 2011 included a voluntary waiver of fees in the amount of $74,658.00 and expenses in the amount of $13,446.84. The Monthly Application for July 2011 included a voluntary waiver of fees in the amount of $6,597.50 and expenses in the amount of $3,251.92. In total, K&E has voluntarily waived $114,721.29 in fees and $38,760.44 in expenses during the Third Interim Fee Period. 30. As of the date herein, K&E has received $3,828,283.36 from the Debtors for fees

and expenses incurred by K&E during the Third Interim Fee Period. If there are no Monthly Application Objections filed in response to K&Es Monthly Application for July 2011, K&E expects to receive an additional $649,700.19 from the Debtors in accordance with the Interim Compensation Order. 31. For the convenience of the Court and all parties in interest, attached hereto as

Exhibit C is a schedule of the total amount of fees and expenses incurred under each internal K&E Subject Matter (as defined herein) during the Third Interim Fee Period. 32. K&E is only seeking compensation for services rendered to the Debtors and their

estates in connection with the Chapter 11 Cases. The rates described herein are K&Es hourly rates for services of this type provided during the Third Interim Fee Period. Based on these rates and the services performed by each individual, the total value of such services rendered during the Third Interim Fee Period is $5,291,425.50. K&E attorneys and paraprofessionals expended a total of 8,736.90 hours working on the Chapter 11 Cases during the Third Interim Fee Period, at a blended average hourly rate of $605.65 for attorneys and paraprofessionals. 12
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33.

K&E maintains computerized records of the time expended in the provision of the

professional services required by the Debtors and their estates. These records are maintained in the ordinary course of K&Es practice. For the convenience of the Court and all parties in interest, attached hereto as Exhibit D is a summary for the Third Interim Fee Period, setting forth the name of each attorney and paraprofessional for whose work on the Chapter 11 Cases compensation is sought, each attorneys year of bar admission and area of practice concentration, the aggregate time expended by each attorney and each paraprofessional during the Third Interim Fee Period, the hourly billing rate for each attorney and each paraprofessional at K&Es current billing rates during the Third Interim Fee Period, and an indication of the individual amounts requested as part of the total amount of compensation requested during the Third Interim Fee Period. 34. K&E also maintains computerized records of all expenses incurred in connection

with the performance of professional services. A summary of the amounts and categories of expenses for which reimbursement is sought for the Third Interim Fee Period is attached hereto as Exhibit E. 35. K&E has provided copies of its computerized records of fees and expenses in the

format specified by the Guidelines to the Court, the U.S. Trustee, counsel to the Creditors Committee, and counsel to certain prepetition lenders with each Monthly Application during the Third Interim Fee Period. 36. K&E respectfully submits that, in accordance with the factors enumerated in

section 330 of the Bankruptcy Code, the amount of fees requested is fair and reasonable in light of: (a) the complexity of the Chapter 11 Cases; (b) the time expended by K&Es attorneys and paraprofessionals; (c) the nature and extent of the services rendered; (d) the value of such 13
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services; and (e) the costs of comparable services other than in a case under the Bankruptcy Code. Reasonable and Necessary Services Rendered by K&E Categorized by Subject Matter 37. The professional services that K&E rendered during the Third Interim Fee Period

are grouped into the numbered and titled categories of the subject matters described in paragraphs 38 through 57 herein (each, a Subject Matter). 38. Adversary Proceedings and Contested Matters (Matter 3) (Fees: $6,186.00; Expenses: $6,606.78; Hours: 15.60) This Subject Matter includes time spent by K&E attorneys and paraprofessionals addressing contested matters throughout the Third Interim Fee Period. The majority of time in this Subject Matter relates to preparation of a motion to extend the Debtors exclusive periods, which were set to expire on June 30, 2011. 39. Automatic Stay Issues (Matter 4) (Fees: $27,891.00; Expenses: $8.10; Hours: 50.50) This Subject Matter comprises work that K&E attorneys and paraprofessionals performed during the Third Interim Fee Period resulting from the imposition of the automatic stay. Work included examining issues related to four separate requests for relief from the automatic stay by parties in interest and negotiating and drafting stipulations resolving each such request.

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40.

Business Operations (Matter 5) (Fees: $15,076.00; Expenses: $167.76; Hours: 26.40) This Subject Matter includes time K&E attorneys and paraprofessionals spent on

substantive and procedural issues related to the Debtors business operations during the Third Interim Fee Period. In particular, K&E addressed issues related to the Debtors property

management arrangements, intellectual property, and general business issues. Many of these issues involved preparing the necessary pleadings seeking approval of settlement agreements resolving business disputes. 41. Case Administration (Matter 6) (Fees: $118,885.50; Expenses: $6,531.68; Hours: 294.30) This Subject Matter encompasses a number of activities undertaken by K&E attorneys and paraprofessionals in the general administration of the Chapter 11 Cases during the Third Interim Fee Period. To the extent possible, K&Es paraprofessionals attended to these general administrative matters. The Debtors filed numerous pleadings in the Chapter 11 Cases during the Third Interim Fee Period. In connection with these filings, K&E typically prepared notices of motions, proposed orders, exhibits, and schedules, as applicable. Additionally, K&E coordinated the delivery of such pleadings to the Court and the U.S. Trustee. K&E paraprofessionals spent a significant amount of time monitoring the dockets for the Chapter 11 Cases to track the filing of pleadings and to remain apprised of critical dates, including those related to such pleadings. For each pleading filed, K&E paraprofessionals ensured that the appropriate attorneys and personnel of the Debtors and the Debtors other

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advisors remained informed about the filed documents and relevant objection and response deadlines, hearing dates, and other critical dates. The Debtors Chapter 11 Cases are especially complex, requiring coordination of detailed documents and analyses across K&E professionals, the Debtors, and the Debtors other advisors. For example, to communicate efficiently and effectively regarding work in process, K&E attorneys and paraprofessionals attended weekly status meetings. K&E utilizes certain processes and practices to ensure the effective and efficient management of legal issues in the Chapter 11 Cases. 42. Cash Collateral (Matter 7) (Fees: $23,457.00; Expenses: $34.77; Hours: 31.20) This Subject Matter reflects work performed by K&E relating to the use of the Debtors secured lenders cash collateral. During the Third Interim Fee Period, K&E attorneys addressed issues and reviewed stipulations pursuant to the Final Cash Collateral Order [Docket No. 402]. 43. Claims Administration and Objections (Matter 8) (Fees: $560,895.00; Expenses: $4,410.40; Hours: 956.70) This Subject Matter includes time K&E attorneys and paraprofessionals spent on matters related to claims administration and claims-related issues. K&E analyzed claim

treatment issues, reviewed claims, negotiated with claimants, and prepared seven omnibus objections seeking the elimination of certain of those claims [Docket Nos. 1125, 1125, 1127, 1129, 1131, 1483, and 1709]. In total, K&E objected to 1203 claims. Through these objections, together with a stipulations resolving another 19 claims, the Debtors completed nearly the entire claims reconciliation process during the Third Interim Fee Period. During the Third Interim Fee 16
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Period, K&E also assisted the Debtors in objecting to Five Miles application for the allowance of a substantial contribution claim of over $700,000 [Docket No. 1914]. 44. Corporate and Securities Issues (Matter 9) (Fees: $1,705,729.71; Expenses: $60,703.34; Hours: 2,742.30) This Subject Matter comprises services that K&E attorneys and paraprofessionals performed on behalf of the Debtors during the Third Interim Fee Period in connection with the Debtors corporate structure, ensuring the Debtors compliance with their corporate obligations, and addressing various corporate governance issues. K&E assisted the Debtors in the

implementation of their plan process, including the review and negotiation of bids and the finalization of the Stalking Horse Proposal. K&E also assisted the Debtors in designing and conducting an auction for the Debtors assets, which resulted in approximately $1.3 billion of value, including an improvement of $154 million over the Stalking Horse Proposal for the Fixed/Floating Plan assets. Subsequently, K&E assisted the Debtors in finalizing the auction results and closing certain transactions after the Courts entry of the Confirmation Order, although the Fixed/Floating Plan remains unconsummated at this time as a consequence of Cerberus/Chathams breach of their purchase commitments. Specifically, K&Es work included: reviewing, analyzing, and negotiating transaction documents and terms in support of potential commitments to purchase the Debtors assets received from multiple parties pursuant to the Debtors marking process; finalizing the Stalking Horse Proposal transaction documentation, terms, and ancillary agreements; assisting the Debtors in addressing diligence issues regarding potential plan sponsorship proposals; designing auction logistics and communicating with potential bidders and creditors regarding the auction; 17
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auctioning the Debtors assets in coordination with over a dozen bidders on May 2 and 3, 2011; negotiating with the Ad Hoc Committee and key constituencies regarding terms of a stipulation to resolve outstanding value distribution issues, clearing a path towards a consensual Plan confirmation; reviewing and negotiating transaction documents in support of successful auction bids; drafting, reviewing, and revising pleadings to effectuate auction results, including a motion to authorize a stipulation between the Debtors, LNR, and the Ad Hoc Committee and to authorize certain bid protections for Chatham Lodging L.P. [Docket No. 1205]; drafting, negotiating, and preparing documents required for closing of all four Plan transactions, including assumption and assignment agreements, escrow agreements, title documents, corporate authorizations, asset purchase agreements, and operating agreements; assisting the Debtors with closing logistics and funding; advising the Debtors and their board of trustees with respect to the corporate and financial aspects of the Chapter 11 Cases, including obligations with regard to restructuring proposals; analyzing corporate organization and financing issues; drafting and negotiating agreements regarding the transmission and use of confidential information about the Debtors business; and generally assisting the Debtors and their other professional advisors regarding restructuring negotiations with outside parties. Creditor and Interest Holder Communication (Matter 10) (Fees: $9,819.50; Expenses: $4,010.56; Hours: 20.60) This Subject Matter includes time spent by K&E attorneys and paraprofessionals

45.

to keep the Debtors creditors and equity holders apprised of important information during the course of the Chapter 11 Cases. During the Third Interim Fee Period, K&E attorneys and

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paraprofessionals reviewed and responded to general creditor inquiries and communicated with the Debtors various constituencies about case issues as necessary. 46. DIP and Exit Financing Issues (Matter 11) (Fees: $11,970.00; Expenses: $177.59; Hours: 20.10) This Subject Matter includes time K&E attorneys and paraprofessionals spent analyzing issues related to the Debtors two DIP facilities raised by the Debtors confirmation and consummation efforts. 47. Disclosure Statement and Plan of Reorganization (Matter 12) (Fees: $2,300,232.50; Expenses: $70,134.54; Hours: 3,666.60) This Subject Matter includes time spent by K&E attorneys and paraprofessionals working with the Debtors regarding the preparation of the Debtors Plan, Disclosure Statement, and related motions and documents. The preparation and negotiation of the Plan and Disclosure Statement in these Chapter 11 Cases were particularly complex tasks, given the Debtors capital structure and the resulting participation of a multitude of parties in interest. As described above, the Plan is comprised of four separate joint plans, each with individual packages of class treatments requiring separate negotiation. K&E spent considerable time assisting the Debtors in coordinating with numerous constituencies, including sophisticated parties with frequently divergent interests and drafting preferences, to resolve Plan and Disclosure Statement issues. During the Third Interim Fee Period, K&E spent time: researching and analyzing substantive disclosure statement and plan of reorganization issues; negotiating with plan sponsors and other relevant constituencies regarding the drafting of plan provisions;

19
K&E 19688020.11

formulating, drafting, and filing a plan of reorganization [Docket No. 1094] and disclosure statement [Docket No. 1093] to meet the deadline under the terms of the Stalking Horse Proposal; negotiating and drafting alternative plans with different potential plan sponsors to expedite progress towards approval of the Disclosure Statement; drafting and filing a disclosure statement motion with proposed form of solicitation procedures, ballots, and related documents [Docket Nos. 1095, 1370]; negotiating with stakeholders in advance of the disclosure statement hearing, resulting in, among other things, an agreement with the Ad Hoc Committee to eliminate key outstanding restructuring disputes; negotiating and preparing revised versions of the plan and exhibits [Docket Nos. 1210, 1445, 1172, and 1799] and disclosure statement [Docket Nos. 1208 and 1444] to reflect auction results and settlement of confirmation issues with key constituencies; preparing plan supplement documents in support of confirmation, including: the forms of the New Fixed Rate Pool Mortgage Loan and the New Fixed Rate Pool Mortgage Loan Limited Guaranty [Docket No. 1690]; the management incentive plan and list of causes of action [Docket No. 1733]; the post-Effective Date Fixed/Floating Debtors corporate structure chart and the forms of the NewCo LLC agreements [Docket No. 1744]; an amended management incentive plan [Docket No. 1764]; the amended Anaheim Hotel Commitment Letter [Docket No. 1767]; the list of executory contracts to be assumed and assigned [Docket No. 1769]; and the Chatham Hotel Sale Transaction Documents [Docket No. 1770];

analyzing voting issues with regard to Plan confirmation, including assisting with preparation of initial and revised voting reports [Docket Nos. 1174 and 1848];

20
K&E 19688020.11

reviewing, analyzing, and preparing responses to nine objections to Plan confirmation [Docket Nos. 1456, 1486, 1705, 1717, 1735, 1737, 1738, 1739, and 1741]; drafting and negotiating a proposed form of consensual confirmation order [Docket Nos. 1771, 1804]; researching and drafting a memorandum of law in support of confirmation [Docket No. 1775] and declarations in support thereof [Docket Nos. 1776, 1777, 1778, and 1779]; and formulating and drafting a liquidating trust agreement to effectuate Plan provisions. Employee Issues (Matter 13) (Fees: $117,803.00; Expenses: $411.28; Hours: 181.90) This Subject Matter includes time K&E attorneys and paraprofessionals spent

48.

reviewing and analyzing issues relating to the Debtors employment and compensation of management. K&E assisted the Debtors Board in researching and analyzing alternatives for compensating and incentivizing the Debtors executives. During the Third Interim Fee Period, K&E conducted factual and legal research regarding optimal compensation structures. K&E also assisted the Debtors with issues involving the resignation of the Debtors former president and chief executive officer. K&E drafted court pleadings and supporting documents in preparation of seeking Court approval of the Debtors proposed management incentive program, which efforts ultimately were incorporated into the Plan, and a response to Midlands motion to compel the Debtors to seek Court approval separate and apart from confirmation of the Plan [Docket No. 1150].

21
K&E 19688020.11

49.

Executory Contracts and Unexpired Leases (Matter 14) (Fees: $32,673.50; Expenses: $94.49; Hours: 53.00) This Subject Matter includes legal services rendered to examine issues related to

the Debtors executory contracts and unexpired leases. K&E attorneys primarily spent time assisting Debtors in identifying contracts to reject or assume and in analyzing associated cure and damage amounts. 50. Franchise Issues (Matter 15) (Fees: $38,710.50; Expenses: $273.89; Hours: 63.00) This Subject Matter includes time K&E attorneys and paraprofessionals spent on matters related to the Debtors franchise agreements and franchisors. During the Third Interim Fee Period, K&E assisted the Debtors by drafting a motion to permit the Debtors to pay Marriott International, Inc. (Marriott) certain franchise-related fees and avoid potential future claim disputes [Docket No. 1162]. In addition, K&E assisted the Debtors in analyzing and responding to Best Western International, Inc.s (Best Western) motion for payment of administrative expenses [Docket No. 1605] and successfully negotiating a stipulation to resolve the dispute [Docket No. 1861]. 51. Hearings and Court Issues (Matter 16) (Fees: $30,488.50; Expenses: $7,715.01; Hours: 44.00) This Subject Matter includes time spent by K&E attorneys and paraprofessionals preparing for and attending various hearings in connection with the Chapter 11 Cases. As part of any large case, there are often multiple matters scheduled for each hearing that require the expertise of a number of K&E attorneys. K&E recognizes this and uses its best efforts to minimize the number of attorneys present at each hearing. During the Third Interim Fee Period, 22
K&E 19688020.11

K&E attorneys prepared for and attended a number of hearings, including those on: (a) April 28, 2011, pertaining to certain claims objections, a motion for relief from the automatic stay, and a settlement motion; (b) May 13, 2011, pertaining to the Debtors Disclosure Statement; (c) May 24, 2011, pertaining to additional claims objections and the Debtors motion to pay Marriott certain fees, (d) June 7, 2011, pertaining to Best Westerns motion for an administrative expense claim and the Second Interim Compensation Order; (e) June 23, 2011, pertaining to confirmation of the Debtors Plan; and (f) July 21, 2011, pertaining to additional claims matters and Five Miles application for allowance of a substantial contribution claim. 52. Insurance Issues (Matter 17) (Fees: $10,144.00; Expenses: $0.00; Hours: 15.30) This Subject Matter includes legal services rendered to examine issues related to the Debtors insurance policies and agreements. 53. Retention and Fee Application Issues (Matter 18) (Fees: $168,650.00; Expenses: $1,470.04; Hours: 357.60) This Subject Matter includes time spent by K&E attorneys and paraprofessionals: (a) preparing the K&E Monthly Applications to ensure compliance with the Bankruptcy Code, the Bankruptcy Rules, the Guidelines, and the Interim Compensation Order; (b) preparing K&Es Second Interim Application and negotiating objections thereto, (c) conducting searches of K&Es database for connections to parties in interest to comply with the K&E Retention Order, the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (d) preparing K&E supplemental declarations; (e) assisting the Debtors with their use of ordinary course professionals pursuant to the Courts Order Authorizing the Debtors Retention and Compensation of Certain Professionals Utilized in the Ordinary Course of Business [Docket 23
K&E 19688020.11

No. 187]; and (f) addressing issues related to the Debtors other retained professionals and advisors. 54. Schedules of Assets and Liabilities, Statements of Financial Affairs, and Monthly Operating Reports (Matter 19) (Fees: $3,329.00; Expenses: $0.00; Hours: 5.10) This Subject Matter includes time spent by K&E attorneys and paraprofessionals addressing issues related to the Debtors schedules of assets and liabilities, statements of financial affairs, and monthly operating reports. 55. Tax Issues (Matter 20) (Fees: $25,468.50; Expenses: $153.55; Hours: 51.40) This Subject Matter includes time spent by K&E attorneys and paraprofessionals in connection with the Debtors tax issues during the Third Interim Fee Period, including preparing tax-related portions of the Debtors Disclosure Statement and reviewing tax issues with regard to the formulation of the liquidating trust contemplated by the Plan. 56. Travel (Matter 21) (Fees: $82,929.00; Expenses: $110,749.20; Hours: 138.20) This Subject Matter includes time K&E attorneys and paraprofessionals spent traveling while representing the Debtors. K&E billed the Debtors for one-half of the total time that K&E spent for non-working travel.

24
K&E 19688020.11

57.

U.S. Trustee Issues (Matter 22) (Fees: $1,156.50; Expenses: $0.00; Hours: 3.10) This Subject Matter includes the services that K&E attorneys and

paraprofessionals rendered in connection with the guidelines and requirements of the Office of the United States Trustee. Actual and Necessary Expenses Incurred by Kirkland & Ellis LLP 58. As set forth in Exhibit E attached hereto, K&E has incurred a total of

$273,652.98 in expenses on behalf of the Debtors during the Chapter 11 Cases. Each of these expenses does not exceed, and, in some instances, is well below, the maximum rate set forth in the Guidelines. These charges are intended to reimburse K&Es direct operating costs, which are not incorporated into the K&E hourly billing rates. K&E charges external copying and computer research at the providers cost without markup. Only clients who actually use services of the types set forth in Exhibit E of this Third Interim Fee Application are separately charged for such services. The effect of including such expenses as part of the hourly billing rates would impose that cost upon clients who do not require extensive photocopying and other facilities and services. 59. The time constraints imposed by the circumstances of the Chapter 11 Cases

required K&E attorneys and other employees to devote substantial time during the evenings and on weekends to perform services on behalf of the Debtors. These services were essential to meet deadlines, to respond to daily inquiries from various creditors and other parties in interest on a timely basis, and to satisfy the demands of the Debtors business and ensure the orderly administration of their estates given the exigent circumstances of the Chapter 11 Cases. 25
K&E 19688020.11

Consistent with K&Es firm policy and as further disclosed in the K&E retention application, attorneys and other K&E employees who worked late in the evenings or on weekends were reimbursed for their reasonable meal and transportation costs. K&Es regular practice is not to include components for those charges in overhead when establishing billing rates, but rather to charge its clients for these and all other out-of-pocket disbursements incurred during the regular course of the rendition of legal services. The reimbursement amounts do not exceed those set forth in the Guidelines. 60. In addition, due to the location of the Debtors management, creditors, and other

parties in interest in relation to K&Es offices, frequent telephone conferences involving numerous parties were required. On many occasions, overnight delivery of documents and other materials was required as a result of the exigencies and circumstances of the Chapter 11 Cases. The disbursements for such services are not included in K&Es overhead for the purpose of setting billing rates, and K&E has made efforts to minimize its disbursements in the Chapter 11 Cases. The actual expenses incurred in providing professional services were

necessary, reasonable, and justified under the circumstances to serve the needs of the Debtors in the Chapter 11 Cases. 61. K&E scrutinizes its expenses to ensure that all expenses meet the requirements set

forth in the Guidelines. Among other things, K&E makes sure that all overtime meals, travel meals, hotel rates, and airfares are reasonable and appropriate expenses for which to seek reimbursement. As mentioned above, K&E voluntarily has reduced the expenses requested by $38,760.44.

26
K&E 19688020.11

K&Es Requested Compensation and Reimbursement Should be Allowed 62. Section 331 of the Bankruptcy Code provides for interim compensation of

professionals and incorporates the substantive standards of section 330 to govern the Courts award of such compensation. See 11 U.S.C. 331. Section 330 provides that a court may award a professional employed under section 327 of the Bankruptcy Code reasonable compensation for actual necessary services rendered . . . and reimbursement for actual, necessary expenses. 11 U.S.C. 330(a)(1). Section 330 also sets forth the criteria for the award of such

compensation and reimbursement: In determining the amount of reasonable compensation to be awarded, the court should consider the nature, extent, and the value of such services, taking into account all relevant factors, including (A) (B) (C) the time spent on such services; the rates charged for such services; 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; 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; and whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

(D)

(E)

11 U.S.C. 330(a)(3). 63. In the Chapter 11 Cases, K&E respectfully submits that the services for which it

seeks compensation in this Third Interim Fee Application were, at the time rendered, necessary for and beneficial to the Debtors and their estates and were rendered to protect and preserve the Debtors estates. K&E believes that the services rendered to the Debtors were performed 27
K&E 19688020.11

economically, effectively, and efficiently and the results obtained benefited not only the Debtors, but also the Debtors estates and constituents. K&E further submits that the compensation requested herein is reasonable in light of the nature, extent, and value of such services to the Debtors, their estates, and all parties in interest. 64. During the course of the Third Interim Fee Period, K&Es hourly billing rates for

attorneys ranged from $360 to $995. The hourly rates and corresponding rate structure utilized by K&E in the Chapter 11 Cases are equivalent to the hourly rates and corresponding rate structure predominantly used by K&E for restructuring, workout, bankruptcy, insolvency, and comparable matters, and similar complex corporate, securities, and litigation matters, whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such matters are typically national in scope and involve great complexity, high stakes, and severe time pressuresall of which were present in the Chapter 11 Cases. 65. Moreover, K&Es hourly rates are set at a level designed to compensate K&E

fairly for the work of its attorneys and paraprofessionals and to cover certain fixed and routine overhead expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. 66. The great majority of the services performed by partners and associates of K&E K&E enjoys a national and international

were rendered by K&Es Restructuring Group.

reputation for its expertise in financial reorganizations and restructurings of troubled companies, with more than 100 attorneys specializing in this area of law. The attorneys at K&E have represented debtors in many bankruptcy cases in this and other jurisdictions, including, among others: Sbarro, Inc.; MSR Resort Golf Course LLC; The Great Atlantic and Pacific Tea Co.; 28
K&E 19688020.11

Neff Rental, Inc.; Charter Communications, Inc.; Chemtura Corporation; General Growth Properties, Inc.; The Readers Digest Association, Inc.; Lear Corporation; DBSD North America, Inc.; Masonite Corporation; Flying J, Inc.; Pierre Foods Inc.; Portola Packaging, Inc.; Source Interlink Companies Inc.; Tronox, Inc.; Visteon Corporation; and Wellman, Inc. As a

consequence, K&E brings a particularly high level of expertise to the Chapter 11 Cases, which inures to the benefit of the Debtors, their estates and all parties in interest. 67. K&E respectfully submits that the professional services rendered by K&E on

behalf of the Debtors and their estates during the Chapter 11 Cases were necessary and appropriate given the complexity of the Chapter 11 Cases, the time expended by K&E, the nature and extent of K&Es services rendered, the value of K&Es services, and the cost of comparable services outside of bankruptcy, which are relevant factors set forth in section 330 of the Bankruptcy Code, and thus should be approved. Notice 68. K&E has provided notice of this Third Interim Fee Application to: (a) the entities

on the Master Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at

www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent; and (b) counsel to the Lenders Seeking to Terminate Exclusivity. The Debtors respectfully submit that no further notice is necessary. No Prior Request 69. No prior request for the relief sought in this Third Interim Fee Application has

been made to this or any other court.

29
K&E 19688020.11

Conclusion WHEREFORE, K&E respectfully requests entry of an order: (a) allowing and awarding compensation for professional services rendered during the Third Interim Fee Period in the amount of $5,291,425.50 and reimbursement of all actual and necessary expenses incurred by K&E during the Third Interim Fee Period in the amount of $273,652.98, without prejudice to K&Es right to seek additional compensation for services performed and expenses incurred during this Third Interim Fee Period; and (b) granting K&E such other and further relief as just and proper. New York, New York Dated: September 14, 2011 /s/ Anup Sathy James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

30
K&E 19688020.11

Exhibit A Certification

K&E 19688020.11

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

CERTIFICATION OF ANUP SATHY, P.C. FOR THE THIRD INTERIM APPLICATION OF KIRKLAND & ELLIS LLP FOR (A) COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND (B) REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED DURING THE PERIOD APRIL 1, 2011 THROUGH JULY 31, 2011
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.

K&E 19688020.11

I, Anup Sathy, P.C., certify as follows: 1. I am a partner in the law firm of Kirkland & Ellis LLP (K&E). I submit this

certification with respect to the third interim application of Kirkland & Ellis LLP for (a) compensation for professional services rendered and (b) reimbursement of actual and necessary expenses incurred during the period April 1, 2011 through July 31, 2011 (the Third Interim Fee Application).2 2. I make this certification in accordance with General Order M-389, 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 Local Guidelines). 3. In connection therewith, I hereby certify that: (a) (b) I have read the Third Interim Fee Application; To the best of my knowledge, information, and belief formed after

reasonable inquiry, the fees and disbursements sought in the Third Interim Fee Application fall within the Guidelines, except as specifically set forth herein; (c) Except to the extent that fees or disbursements are prohibited by the

Guidelines, the fees and disbursements sought in the Third Interim Fee Application are billed at rates customarily employed by K&E and generally accepted by K&Es clients; (d) In providing a reimbursable expense, K&E does not make a profit on that

expense, whether the service is performed by K&E in-house or through a third party;

Capitalized terms used but not defined herein have the meanings set forth in the Third Interim Fee Application.

2
K&E 19688020.11

(e)

In accordance with the Interim Compensation Order, K&E has served four

Monthly Applications covering the Third Interim Fee Period on: (i) the Debtors; (ii) the U.S. Trustee; (iii) counsel to the Creditors Committee; (iv) counsel to Midland; and (v) counsel to Certain Prepetition Lenders; and (f) Pursuant to the Local Guidelines, the Debtors, the U.S. Trustee, and the

Creditors Committee will each be provided with a copy of the Third Interim Fee Application simultaneously with the filing thereof and will have at least 14 days to review such Third Interim Fee Application prior to any objection deadline with respect thereto. Dated: September 14, 2011 /s/ Anup Sathy Anup Sathy, P.C.

3
K&E 19688020.11

Exhibit B Retention Order

4
K&E 19688020.11

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 AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE1
1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal 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 / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); 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 RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); 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.

K&E 17448123

Upon the application (the Application)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) authorizing the Debtors to retain and employ Kirkland & Ellis LLP (K&E) as their attorneys in connection with their Chapter 11 Cases nunc pro tunc to the Petition Date, all as more fully set forth in the Application; and upon the First Day Declaration; and upon the Declaration of Paul M. Basta, a partner at K&E, attached to the filed Application (the Initial Disclosure Declaration); and upon the Supplemental Declaration of Paul M. Basta in support of the Application [Docket No. 126] (the Supplemental Declaration, and together with the Initial Disclosure Declaration, the Basta Declarations); and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided appropriate notice of the Application and the opportunity for a hearing on the Application under the circumstances; and the Court having reviewed the Application and having heard the statements in support of the relief requested therein before the Court (the Hearing); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and any objections to the requested relief having been resolved as set forth in this Order; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
2

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

K&E 17448123

1. 2.

The Application is granted to the extent provided herein. The Debtors are authorized to retain and employ K&E as their attorneys in

accordance with the terms and conditions set forth in the Application and in that certain engagement letter attached hereto as Schedule 1 (the Engagement Letter), as modified by the representations set forth in the Basta Declarations, effective nunc pro tunc to the Petition Date. 3. K&E is authorized to provide the Debtors with the professional services described

in the Application and the Engagement Letter. Specifically, but without limitation, K&E will render the following legal services: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of the Debtors business and properties; advise the Debtors on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; attend meetings and negotiate with the representatives of creditors and other parties in interest; prosecute actions on the Debtors behalf, defend any action commenced against the Debtors and represent the Debtors interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors estates; prepare pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary, or otherwise beneficial to the administration of the Debtors estates; represent the Debtors in connection with obtaining postpetition financing; advise the Debtors in connection with any potential sale of assets; appear before the Court and any appellate courts to represent the interests of the Debtors estates before those courts; advise the Debtors regarding tax matters; assist the Debtors in obtaining approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and

b. c. d.

e.

f. g. h. i. j.

K&E 17448123

k.

perform all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including: (i) analyzing the Debtors leases and contracts and the assumptions, rejections or assignments thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

4.

K&E shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors Chapter 11 Cases 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. 5. Approval of the retention of K&E is pursuant to the representations made in

paragraphs 21, 22, and 23 of the Supplemental Declaration with respect to (a) compliance with provisions of this Courts order regarding interim compensation to professionals, (b) providing specific disclosure in the applicable monthly fee statement of any across-the-board billing rate increase, (c) not charging a markup to the Debtors with respect to fees billed by contract attorneys or non-attorneys who are hired by K&E to provide services to the Debtors (Contract Professionals), and (d) ensuring that any Contract Professionals are subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code. 6. This Order shall neither authorize the Debtors to use any cash collateral (as

defined in section 363(a) of the Bankruptcy Code) nor prejudice any entities rights with respect to any request by the Debtors to use cash collateral. Nothing in this Order shall affect in any way the Interim Order (A) Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 54] or any subsequent order entered granting the relief requested in the Debtors Motion for the Entry of Interim and Final Orders (A) Authorizing the Debtors to

K&E 17448123

(i) Use the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 13]. Further, nothing in this Order shall affect in any way any special servicers right to object to the use of its cash collateral to fund all or part of the fees and expenses of professionals compensated from the Debtors bankruptcy estates in monthly, interim, or final fee requests nor rule on the appropriateness of such cash collateral use or any entities rights with respect thereto. 7. notice. 8. The terms and conditions of this Order shall be immediately effective and Notice of the Application as provided therein shall be deemed good and sufficient

enforceable upon its entry. 9. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 10. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application. 11. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Date: August 12, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge

K&E 17448123

Schedule 1 K&E Engagement Letter

K&E 17448123

KIRKLAND &.. ELLIS LLP


AND AFFILIATED PARTNERSHIPS

300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200

To Call Writer Directly: (312) 862-2046 anup.sathy@kirkland.com

March 29, 2010


PRIVILEGED & CONFIDENTIAL FOR ADDRESSEE'S EYES ONLY

Marc A. Beilinson Chief Restructuring Officer Innkeepers USA 340 Royal Poinciana Way Suite 306 Palm Beach, Florida 33480 Re: Dear Mr. Beilinson: We are very pleased that you have asked us to represent Innkeepers USA, and its subsidiaries (collectively, "you" or the "Company") in connection with a potential restructuring. Please note that the Firm's representation is only of the Company. The Firm does not and will not represent any shareholder, director, officer, partner, or joint venturer of the Company. General Terms. This retention letter (the "Agreement") sets forth the terms ofyour retention of Kirkland & Ellis LLP (and its affiliated entity Kirkland & Ellis International LLP (collectively, "K&E LLP")) to provide legal services and constitutes an agreement between us. The Agreement sets forth our entire agreement for rendering professional services for the current matter, as well as for all other existing or future matters (collectively, the "Engagement"), except where we otherwise agree in writing. Personnel. I, along with my partners, James H.M. Sprayregen, Paul Basta, Marc Carmel and Gary Axelrod, will be primarily responsible for this engagement. Other attorneys and legal assistants also will perform services during the course of this engagement. We will involve such other lawyers and legal assistants in K&E LLP to the extent that your needs make such involvement desirable and acceptable to you. Fees. The Firm will bill the Company for fees incurred at its regular hourly rates and in quarterly increments of an hour (or in smaller time increments otherwise required by a court). We reserve the right to adjust the Firm's billing rates from time to time in the ordinary course of the Firm's representation of the Company to the extent that such adjustment is part of a generally applicable increase in rates at the Firm. Retention to Provide Legal Services

Hong Kong
K&E 16525970.5

London

Los Angeles

Munich

New York

Palo Alto

San Francisco

Shanghai

Washington, D.C.

Although we will attempt to estimate fees to assist you in your planning if requested, such estimates are subject to change and are not binding unless otherwise expressly and unequivocally stated in writing.

Expenses. Expenses related to providing services shall be included in our statements as disbursements advanced by us on your behalf. Such expenses include photocopying, printing, scanning, witness fees, travel expenses, filing and recording fees, certain long distance telephone calls, certain secretarial overtime and other overtime expenses, postage, express mail and messenger charges, deposition costs, computerized legal research charges and other computer services, and miscellaneous other charges. Our clients pay directly (and are solely responsible for) certain larger costs, such as consultant or expert witness fees and expenses, and outside suppliers or contractors' charges. Attached hereto as Schedule I is K&E LLP's current schedule of charges, which is subject to change. Billing Statements. Our statements for fees and expenses are typically rendered monthly and, unless other arrangements are made, payment in full is due within thirty days of your receipt ofthe statement. If you have any question concerning any statement, we ask that you raise it within that thirty-day period. Retainer. The Company will provide to K&E LLP a "classic retainer," as defined in In reProduction Associates, Ltd., 264 B.R. 180, 184-85 (Bankr. N.D. Ill. 2001 ), and In re McDonald Bros. Construction, Inc., 114 B.R. 989, 997-99 (Bankr. N.D. Ill. 1990), in the amount ofUS $1,000,000. As such, the classic retainer was earned by K&E LLP upon receipt. The initial amount of the classic retainer was set to approximate our estimate of fees and expenses expected to be accrued and unpaid by the Company between payment cycles. K&E LLP' s estimate of expected fees and expenses may change based upon actual or expected fees and expenses incurred or expected to be incurred, as applicable. Further, the Company agrees to replenish the classic retainer upon receiving invoices from K&E LLP so that the classic retainer amount remains at or above K&E LLP's estimated fees and expenses expected to be accrued and unpaid by the Company between payment cycles.
The classic retainer will be placed into K&E LLP's general cash account, will not be held in a separate account on your behalf, and you will not receive any interest on these monies. You have no interest in the classic retainer. This amount does not constitute a security deposit.

Termination. Our retention may be terminated by either of us at any time by written notice by or to you. Such written notice may be (a) your notification to us of your termination of our representation, (b) our confirmation to you ofthe completion of our representation or (c) our notification to you of our withdrawal. We normally do not withdraw from a representation unless the client misrepresents or fails to disclose material facts, fails to pay fees or expenses, or makes it unethical or unreasonably difficult for us to continue to represent the client, or unless other just cause exists. If permission for withdrawal is required by a court, we shall apply promptly for such permission and termination shall coincide with the court order for withdrawal. Our representation also will end, regardless of whether or when written notice was sent by or to you, upon the constructive completion of our work. When constructive completion of our work shall have occurred will depend on the particular facts of our representation. If this Agreement or our services are terminated for any reason, such termination shall be effective only to
2

terminate our services prospectively and all the other terms ofthis Agreement shall survive any such termination. Upon cessation of our active involvement in a particular matter (even if we continue active involvement in other matters on your behalf), we will have no further duty to inform you of future developments or changes in law as may be relevant to such matter. Further, unless you and we mutually agree in writing to the contrary, we will have no obligation to monitor renewal or notice dates or similar deadlines that may arise from the matters for which we had been retained.

Cell Phone and E-Mail Communication. K&E LLP hereby informs you and you hereby acknowledge that K&E LLP's attorneys sometimes communicate with their clients and their clients' professionals and agents by cell telephone, that such communications are capable of being intercepted by others and therefore may be deemed no longer protected by the attorneyclient privilege, and that you must inform K&E LLP if you do not wish K&E LLP to discuss privileged matters on cell telephones with you or your professionals or agents.
K&E LLP hereby informs you and you hereby acknowledge that K&E LLP's attorneys sometimes communicate with their clients and their clients' professionals and agents by unencrypted e-mail, that such communications are capable ofbeing intercepted by others and therefore may be deemed no longer protected by the attorney-client privilege, and that you must inform K&E LLP if you wish to institute a system to encode all e-mail between K&E LLP and you or your professionals or agents.

File Retention. All records and files will be retained and disposed of in compliance with our policy in effect from time to time. Subject to future changes, it is our current policy generally not to retain records relating to a matter for more than five years. Upon your prior written request, we will return client records to you prior to their destruction. We recommend that you maintain your own files for reference or submit a written request for your client files promptly upon conclusion of a matter. Conflicts of Interest. As is customary for a law firm of our size, you currently have relationships with numerous business entities that K&E LLP has represented or currently represents in matters unrelated to you. For instance, we note that K&E LLP currently or has represented, among other parties, Hyatt Corporation, Lehman (as defined below), Starwood Capital Group, L.L.C., Starwood Hotels & Resorts Worldwide Inc., Apollo Management International LLP, and each oftheir affiliates (collectively, the "Interested Parties") and will continue to do so in unrelated matters. Because you are engaged in activities (and may in the future engage in additional activities) in which your interests may diverge from those of the Interested Parties or our other clients, the possibility exists that the Interested Parties or one of our clients may take positions adverse to you. Notwithstanding anything to the contrary above, please note that the provisions in the following paragraph also apply to Interested Parties.
We currently have clients and expect in the future will have additional clients who, from time to time, have asked or will ask us to represent them in matters involving or relating to Lehman Brothers, its affiliates, subsidiaries or related parties (collectively, "Lehman"), including Lehman and/or clients who may have claims (including litigation and arbitration matters) against 3

Lehman or wish to participate as bidders, buyers or investors with respect to certain assets, securities or businesses of or related to Lehman. In such case, we may in our judgment establish appropriate screening procedures to ensure that there is no disclosure of confidential information concerning Lehman between attorneys. Notwithstanding anything in this letter to the contrary, you agree to waive prospectively any actual or perceived conflict of interest or other objection that would preclude our current or future representation of another client(s) (including Lehman) with respect or related to Lehman. Such waiver will, for the avoidance of doubt, include engagements where another client has asked us to represent it in current matters related to those described in this engagement letter. Further, in undertaking our representation of the Company, we want to be fair not only to the Company's interests but also to those of our other clients. Because the Company is engaged in activities (and may in the future engage in additional activities) in which its interests may diverge from those of our other clients, the possibility exists that one of our current or future clients may take positions adverse to the Company (including litigation or other dispute resolution mechanisms) in a matter in which K&E LLP may be retained. In the event a present conflict of interest exists between the Company and our other clients or in the event one arises in the future, the Company agrees to waive any such conflict of interest or other objection that would preclude our representation of another client: (a) in other current or future matters not substantially related to the Firm's representation of the Company; (b) in corporate or restructuring matters related (including substantially related) to the Company provided such representation is not substantially related to the Company's restructuring; and (c) other than during a Restructuring Case(s) (defined below), in matters related (including substantially related) to the Company provided such representation is not substantially related to the Company's restructuring, including litigation or other dispute resolution mechanisms. The Company also agrees that our representation is solely of the Company and that no member or other entity or person related to it (such as directors, officers or employees) has the status of a client for conflict of interest purposes.

Restructuring Cases. If it becomes necessary for you to commence a restructuring case under chapter 11 ofthe U.S. Bankruptcy Code (a "Restructuring Case"), our ongoing employment by you will be subject to the approval of the court with jurisdiction over the petition. If necessary, K&E LLP will take steps necessary to prepare the disclosure materials required in connection with K&E LLP's retention as lead restructuring counsel. In the near term, K&E LLP will begin conflicts checks on a list of potentially interested parties provided by you.
If necessary, we will prepare a preliminary draft of a schedule describing K&E LLP's relationships with certain interested parties (the "Disclosure Schedule"). We will provide to you a draft of the Disclosure Schedule once it is available. Although K&E LLP believes that these relationships do not constitute actual conflicts of interest, these relationships must be described and disclosed in your application to the court to retain K&E LLP. If actual conflicts of interest arise in the Company's restructuring cases, the Company will be required to use separate conflicts counsel in those matters, and K&E LLP will not participate in those matters.

No Guarantee of Success. It is impossible to provide any promise or guarantee about the outcome of your matters. Nothing in this Agreement or any statement by our staff or attorneys constitutes a promise or guarantee. Any comments about the outcome of your matter are simply expressions of judgment and are not binding on us. Consent to Use of Information. In connection with future materials that, for marketing purposes, describe facets of our law practice and recite examples of matters we handle on behalf of clients, you agree that, if those materials avoid disclosing your confidences and secrets as defined by applicable ethical rules, they may identify you as a client, may contain factual synopses of your matters, and may indicate generally the results achieved. Reimbursement of Fees and Expenses. You agree promptly to reimburse us for all fees and expenses, including the amount of our attorney and paralegal time at normal billing rates, as incurred by us in connection with participating in, preparing for, or responding to any action, claim, suit or proceeding brought by or against any third-party that relates to the legal services provided by us under the Agreement; provided, however, that we agree that we will not be entitled to reimbursement for fees and expenses incurred by us in response to an actual lawsuit filed against K&E LLP for a conflict resulting from our representation of you. Without limiting the scope of the foregoing, and by way of example only, this paragraph extends to all such fees and expenses incurred by us in responding to document subpoenas, and preparing for and testifying at depositions and trials. LLP. Kirkland & Ellis LLP is a limited liability partnership organized under the laws of Illinois, and Kirkland & Ellis International LLP is a limited liability partnership organized under the laws of Delaware. Pursuant to those statutory provisions, an obligation incurred by a limited liability partnership, whether arising in tort, contract or otherwise, is solely the obligation of the limited liability partnership, and partners are not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of being or so acting as a partner. Miscellaneous. This Agreement sets forth our entire agreement for rendering professional services. It can be amended or modified only in a writing signed by both parties and not orally or by course of conduct. Each party signing below is jointly and severally responsible for all obligations due us and represents that each has full authority to execute this Agreement so that it is binding. This Agreement may be signed in one or more counterparts and binds each party countersigning below, whether or not any other proposed signatory ever executes it. If any provision ofthis Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability shall not affect other provisions or applications of this Agreement which can be given effect without such provisions or application, and to this end the provisions ofthis Agreement are declared to be severable. We are not advising you with respect to this Agreement because we would have a conflict of interest in doing so. Ifyou wish to receive such advice, you should consult independent counsel of your choice.

Please confirm your agreement with the arrangements described in this letter by signing the enclosed copy of this letter in the space provided below and returning it to us.

a e: Anup Sathy e: Partner

Agreed to and accepted this ~day of

!VIc%

'2010.

INNKEEPERS USA

Schedule I KIRKLAND & ELLIS LLP CLIENT-REIMBURSABLE EXPENSES AND OTHER CHARGEs

Effective 111110
The following outlines Kirkland & Ellis LLP's ("K&E LLP") policies and standard charges for various services performed by K&E LLP and/or by other third parties on behalf of the client which are often ancillary to our legal services. Services provided by in-house K&E LLP personnel are for the convenience of our clients. Given that these services are often ancillary to our legal services, in certain instances, it may be appropriate and/or more cost efficient for these services to be outsourced to a third-party vendor. If services are provided beyond those outlined below, pricing will be based on the K&E LLP's approximate cost and/or comparable market pncmg. Duplicating, Reprographics and Printing: The following list details K&E LLP's charges for duplicating, reprographics and printing services: Black and White Copy or Print (all sizes of paper): $0.15 per impression for all U.S. offices 0.1 0 per impression in Munich 0.12 per impression in London HK$0. 75 per impression in Hong Kong RMBO. 75 per impression in Shanghai Color Copy or Print (all sizes of paper): $0.50 per impression Scanned Images: $0.15 per page for black and white or color scans Other Services: CD/DVD Duplicating or Mastering- $7/$10 per CD/DVD Binding - $0.70 per binding Large or specialized binders - $8/$1 7 Labels and Tabs- $0.03-$0.10 per item based on service Black and White or Color Transparency- $0.15 or $0.65 per page Secretarial and Word Processing: Clients are not charged for secretarial and word processing activities incurred on their matters during standard business hours. Overtime Charges: Secretarial and word processing overtime costs are not passed on to clients unless either (i) the client has specifically requested the afterhours work or (ii) the nature of the work being done for the client necessitates the overtime and such work could not have been done during normal working hours. Costs for related overtime meals and transportation are charged to the client under the same conditions and subject to any applicable regulations or guidelines.

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Travel Expenses: We charge clients our out-of-pocket costs for travel expenses including associated travel agency fees. We charge coach fares (business class for international flights) unless the client has approved first-class or an upgrade. K&E LLP personnel are instructed to incur only reasonable airfare, hotel and meal expenses. K&E LLP negotiates, uses, and passes along volume discount hotel and air rates whenever practicable. However, certain retrospective rebates may not be passed along. Communication Expenses: We do not charge clients for telephone calls or faxes made from K&E LLP's offices with the exception of third-party conference calls and videoconferences. Charges incurred for conference calls, videoconferences, cellular telephones, and calls made from other third-party locations will be charged to the client at the actual cost incurred. Further, other telecommunication expenses incurred at thirdparty locations (e.g., phone lines at trial sites, Internet access, etc.) will be charged to the client at the actual cost incurred.

Overnight Delivery/Postage: We charge clients for the actual cost of overnight and special delivery (e.g., Express Mai~ FedEx, and DHL), and U.S. postage for materials mailed on the client's behalf. K&E LLP negotiates, uses, and passes along volume discount rates whenever practicable. Messengers: We charge clients for the actual cost of a third party vendor messenger. Where a K&E LLP in-house messenger is used, we charge clients a standard transaction charge plus applicable cab fare. Computerized Research Services: Client charges are limited to K&E LLP's actual third-party costs and do not include any surcharges for related overhead. K&E LLP negotiates, uses, and passes along volume discount rates whenever practicable. As discounts are customarily based on overall volume, the amount of the discount may vary from month to month. Off-Site Legal Files Storage: Clients are not charged for off-site storage of files unless the storage charge is approved in advance.Electronic Data Storage: K&E LLP will not charge clients for costs to store electronic data and files related to cases on the K&E LLP's systems if the data stored does not exceed 250 gigabytes (GB). Ifthe data stored for a specific client exceeds 250GB, the K&E LLP will charge clients $1.25 per month/per GB until the data is either returned to the client or properly disposed of.Document Procurement: Our standard client charge for document retrieval when a K&E LLP library employee obtains a document from an outside source is $25 per document. There is no client charge for retrieving documents from K&E LLP libraries in other cities or from other collections when the document is part of the K&E LLP collection but unavailable.

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Calendar Court Services: Our standard charge is $25 for a court filing and other court services or transactions. Library and Business/Industry Research Services: Research specialists perform computerized research services at the request of attorneys, and clients are charged per hour for these services. Supplies: There is no client charge for standard office supplies. Clients are charged for special items (e.g., a minute book, exhibit tabs/indexes/dividers, binding, etc.) and then at K&E LLP's actual cost. Contract Attorneys and Contract Non-Attorney Billers: Ifthere is a need to utilize a contract attorney or contract non-attorney on a client engagement, clients will be charged a standard hourly rate for these billers unless other specific billing arrangements are agreed between K&E LLP and client. Expert Witnesses, Experts of Other Types, and Other Third Party Consultants: If there is a need to utilize an expert witness, expert of other type, or other third party consultant such as accountants, investment bankers, academicians, other attorneys, etc. on a client engagement, clients will be requested to retain or pay these individuals directly unless specific billing arrangements are agreed between the K&E LLP and client. Third Party Expenditures: Third party expenditures (e.g., corporate document and lien searches, lease of office space at Trial location, IT equipment renta~ SEC and regulatory filings, etc.) incurred on behalf of a client, will be passed through to the client at actual cost. If the invoice exceeds $50,000, it is K&E LLP's policy that wherever possible such charges will be directly billed to the client. In those circumstances where this is not possible, K&E LLP will seek reimbursement from our client prior to paying the vendor.

Unless otherwise noted, charges billed in foreign currencies are determined annually based on current U.S. charges at an appropriate exchange rate.

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Exhibit C Summary of Legal Fees and Expenses for the Third Interim Fee Period
Matter Number 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Matter Description Adversary Proceedings and Contested Matter Automatic Stay Issues Business Operations Case Administration Cash Collateral Claims Administration and Objections Corporate and Securities Issues Creditor and Interest Holder Communication DIP and Exit Financing Disclosure Statement and Plan of Reorganization Employee Issues Executory Contracts and Unexpired Leases Franchise Issues Hearings and Court Issues Insurance Retention, Fee Applications, and Monthly Statements Schedules of Assets and Liabilities, Statement of Financial Affairs, and Monthly Operating Reports Tax Issues Travel U.S. Trustee Issues Total Billed Hours 15.60 50.50 26.40 294.30 31.20 956.70 2,742.30 20.60 20.10 3,666.60 181.90 53.00 63.00 44.00 15.30 357.60 Total Fees Requested $6,186.00 $27,891.00 $15,076.00 $118,885.50 $23,457.00 $560,895.00 $1,705,729.71 $9,819.50 $11,970.00 $2,300,232.50 $117,803.00 $32,673.50 $38,710.50 $30,488.50 $10,144.00 $168,650.00 Total Expenses Requested $6,606.78 $8.10 $167.76 $6,531.68 $34.77 $4,410.40 $60,703.34 $4,010.56 $177.59 $70,134.54 $411.28 $94.49 $273.89 $7,715.01 $0.00 $1,470.04 Total Compensation $12,792.78 $27,899.10 $15,243.76 $125,417.18 $23,491.77 $565,305.40 $1,766,433.05 $13,830.06 $12,147.59 $2,370,367.04 $118,214.28 $32,767.99 $38,984.39 $38,203.51 $10,144.00 $170,120.04

19 20 21 22

5.10 51.40 138.20 3.10 8,736.90 0.00 8,736.90

$3,329.00 $25,468.50 $82,929.00 $1,156.50 $5,291,494.71 $69.21 $5,291,425.50

$0.00 $153.55 $110,749.20 $0.00 $273,652.98 $0.00 $273,652.98

$3,329.00 $25,622.05 $193,678.20 $1,156.50 $5,565,147.69 $69.21 $5,565,078.48

Total Reduction Totals for the Third Interim Fee Period

K&E 19688020.11

Exhibit D Summary of Total Hours and Total Fees for Attorneys and Paraprofessionals for the Third Interim Fee Period
Attorney Jeffrey M. Armington Paul Basta Nader R. Boulos, P.C. Daniel R. Brown Patrick M. Bryan Marc J. Carmel Ashley Cox Keith S. Crow, P.C. Thad Davis Daniel T. Donovan Thomas A. Geraghty, P.C. Adam Goldstein Jeffrey M. Gould William Guerrieri Brendan P. Herron Stephen E. Hessler Ellen M. Jakovic Patrick J. King R. Henry Kleeman Leonard Klingbaum Jeffrey G. Landis Christopher H. Langbein Brian S. Lennon Jennifer Marines Joshua R. McLane Roberto S. Miceli Ahmad S. Nofal Theodore A. Peto Joseph W. Price William T. Pruitt Anup Sathy, P.C. Position with the Applicant and Year Admitted Associate Partner Partner Associate Partner Partner Associate Partner Associate Partner Partner Associate Associate Associate Associate Partner Partner Associate Partner Partner Partner Associate Partner Associate Associate Partner Associate Partner Partner Partner Partner 2009 1992 1994 2009 2002 2000 2007 1986 2005 1997 1997 2006 2006 2008 2009 2001 1985 2007 1984 2000 2003 2009 2004 2005 2009 1996 2010 2002 2002 2004 1995 Department Restructuring Restructuring Litigation Restructuring Litigation Restructuring Real Estate Corporate Taxation Litigation Taxation Restructuring Litigation Restructuring Corporate Restructuring Litigation Litigation Corporate Corporate Litigation Restructuring Restructuring Restructuring Taxation Real Estate Real Estate Corporate Corporate Litigation Restructuring Hourly Billing Rate $475.00 $540.00 $995.00 $775.00 $475.00 $540.00 $665.00 $785.00 $540.00 $585.00 $965.00 $660.00 $700.00 $755.00 $825.00 $640.00 $585.00 $610.00 $540.00 $590.00 $430.00 $485.00 $765.00 $835.00 $540.00 $735.00 $775.00 $640.00 $540.00 $590.00 $715.00 $675.00 $695.00 $440.00 $755.00 $360.00 $430.00 $680.00 $695.00 $620.00 $940.00 Total Billed Hours 138.50 11.50 1.10 0.50 284.40 25.80 160.90 16.90 226.80 44.80 3.50 7.10 0.50 36.00 2.80 0.70 192.20 4.00 556.50 102.90 58.00 1.50 417.10 2.10 2.20 30.30 8.80 23.50 426.90 101.00 784.50 650.10 68.20 40.70 237.00 76.30 105.10 0.50 8.80 6.10 751.30 Total Compensation $71,997.50 $1,094.50 $387.50 $149,022.00 $106,998.50 $13,266.50 $148,680.00 $3,377.50 $5,036.00 $27,180.00 $2,310.00 $448.00 $114,877.00 $361,221.00 $25,667.50 $319,081.50 $1,753.50 $1,188.00 $22,270.50 $6,820.00 $15,040.00 $290,116.00 $560,917.50 $486,216.50 $17,908.00 $178,935.00 $72,661.00 $340.00 $6,116.00 $3,782.00 $706,222.00

K&E 19688020.11

Attorney Todd M. Schwartz Steven Serajeddini John V. Shivickas James H.M. Sprayregen, P.C. Ipek S. Yakut Jonathan Zinman

Position with the Applicant and Year Admitted Associate Associate Associate Partner Associate Associate 2007 2010 2006 1985 2010 2008

Department Restructuring Restructuring Real Estate Restructuring Corporate Restructuring

Hourly Billing Rate $590.00 $640.00 $475.00 $540.00 $585.00 $995.00 $475.00 $540.00 $590.00 $640.00

Total Billed Hours 808.00 168.30 295.80 95.60 1.20 73.90 1.00 8.50 713.00 103.60 7,886.30 Total Billed Hours 1.00 1.00 5.50 32.20 6.90 0.50 2.70 3.00 32.10 55.80 25.20 5.70 21.50 14.00 1.30 12.20 7.90 37.20 15.00 2.00 28.20 8.30 7.00 3.50 2.50 1.00 9.00 4.00

Total Compensation $584,432.00 $192,129.00 $702.00 $73,530.50 $5,065.00 $486,974.00 $5,063,763.50 Total Compensation $305.00 $220.00 $1,265.00 $6,279.00 $1,251.00 $675.00 $645.00 $7,383.00 $17,019.00 $5,796.00 $1,653.00 $3,010.00 $2,030.00 $227.50 $2,013.00 $1,975.00 $11,160.00 $3,900.00 $580.00 $9,697.50 $1,190.00 $805.00 $512.50 $305.00 $1,755.00 $660.00

Totals for Attorneys for the Third Interim Fee Period Position with the Applicant Legal Assistant Legal Assistant Legal Assistant Case Assistant Case Assistant Legal Assistant Conflicts Specialist Legal Assistant Legal Assistant Legal Assistant Conflicts Coordinator Legal Assistant Case Assistant Case Assistant Project Assistant Project Assistant Conflicts Specialist Legal Assistant Legal Assistant Legal Assistant Legal Assistant Project Assistant Legal Assistant Litigation Support Specialist Legal Assistant Case Assistant Project Assistant Hourly Billing Rate $305.00 $220.00 $230.00 $195.00 $165.00 $225.00 $250.00 $215.00 $230.00 $305.00 $230.00 $290.00 $140.00 $145.00 $175.00 $165.00 $250.00 $300.00 $260.00 $290.00 $260.00 $285.00 $170.00 $230.00 $205.00 $305.00 $195.00 $165.00

Paraprofessional April B. Abrams Jordannah Bangi Deborah L. Bibbs Shaun Booth Andrew Brniak Cara C. Cullin Crystal Dao Paul Fraumann Beth Friedman Stephanie D. Frye Jacob Goldfinger Shavone Green Brian Howe Mark Kansa Michael Kaplan Ellen Kratofil Brian D. Krieter Jocelyn C. Kuo Travis J. Langenkamp Maureen McCarthy Emily S. OConnor Robert Orren Muhammad A. Rashid Henry Rosas Sofia Sheth Leslie Stubbs

Department Real Estate Corporate Restructuring Restructuring Restructuring Administrative Services Litigation Restructuring Restructuring Administrative Services Restructuring Restructuring Litigation Corporate Real Estate Administrative Services Real Estate Restructuring Litigation Restructuring Restructuring Restructuring Litigation Corporate Restructuring Litigation

K&E 19688020.11

Paraprofessional Patrick Tucker Gary M. Vogt Michael West Nathaniel F. West Rebecca Zarett

Position with the Applicant Legal Assistant Legal Assistant Case Assistant Legal Assistant Case Assistant

Department

Corporate Litigation Litigation Litigation Restructuring Administrative Library Research Research Specialist Services Totals for Paraprofessionals for the Third Interim Fee Period

Hourly Billing Rate $245.00 $300.00 $175.00 $210.00 $165.00 $235.00

Total Billed Hours 0.50 441.20 0.50 1.50 31.70 1.00 850.60

Total Compensation $122.50 $132,360.00 $87.50 $315.00 $5,230.50 $235.00 $227,662.00

Total Hours Billed During the Final Fee Period Total Fees Requested During the Final Fee Period Blended Rate (Including Paraprofessionals) Blended Rate (Excluding Paraprofessionals)

8,736.90 $5,291,425.50 $605.65 $642.11

K&E 19688020.11

Exhibit E Summary of Disbursements for the Third Interim Fee Period Expense Categories Computer Database Research Copying and Binding Filing Fees Meals Postage, Overnight Delivery, and Messenger Service Secretarial Overtime Telephone Travel, Airfare, and Other Transportation Trial, Office, and Rental Expenses Total Amount $26,466.16 $60,549.69 $306.00 $34,723.38 $2,270.79 $5,040.67 $3,170.56 $122,851.78 $18,273.95 $273,652.98

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K&E 19688020.11