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Hearing Date and Time: December 13, 2011 at 2:00 p.m. (Prevailing Eastern Time) Objection Deadline: December 6, 2011 at 4:00 p.m. (Prevailing Eastern Time)

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

NOTICE OF FOURTH INTERIM AND FINAL APPLICATION REQUEST OF JEFFERIES & COMPANY, INC., FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST, ET. AL., FOR FINAL ALLOWANCE OF COMPENSATION AND FOR THE REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED DURING THE PERIOD FROM JULY 30, 2010 THROUGH OCTOBER 27, 2011 This is a(n): ____ interim x final application.

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Final Application Period: Amount of Compensation Sought as Actual, Reasonable, and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary: TOTAL REQUESTED TOTAL OUTSTANDING

Jefferies & Company, Inc. Official Committee of Unsecured Creditors October 1, 2010 (nunc pro tunc to July 30, 2010) July 30, 2010 through October 27, 2011 $1,866,935.491 $34,305.68 $1,901,241.17 $359,493.20

This amount represents 100% of the fees incurred between July 30, 2010 and October 27, 2011.

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Fourth Interim Period: Amount of Compensation Sought as Actual, Reasonable, and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary:

August 1, 2011 through October 27, 2011 $358,870.97 $622.23

PLEASE TAKE NOTICE THAT you can receive a copy of the Fourth Interim and Final Application of Jefferies & Company, Inc. for the Period July 30, 2010 to October 27, 2011 (the Application) by: (a) accessing the website maintained by Omni Management Group, LLC (Omni), at www.omnimgt.com/innkeepers; (b) contacting Omni directly at Innkeepers Hospitality c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436; or (c) accessing the PACER system on the Courts website at www.nysb.uscourts.gov for a nominal fee.

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Summary of Monthly Applications for Final Application Period: Requested Date Filed 11/11/10 1/6/11 1/13/11 4/7/11 4/13/11 5/13/11 5/13/11 8/22/11 8/22/11 9/6/11 9/12/11 10/20/11 11/21/11 11/21/11 Period Covered 7/30/10 9/30/10 10/1/10 10/31/10 11/1/10 11/30/10 12/1/10 12/31/10 1/1/11 1/31/11 2/1/11 2/28/11 3/1/11 3/31/11 Expense Crediting3 4/1/11 4/30/11 5/1/11 5/31/11 6/1/11 6/30/11 7/1/11 7/31/11 8/1/11 8/31/11 9/1/11 9/30/11 10/1/11 10/27/11 Total Fees $258,064.52 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $108,870.97 $1,866,935.49 Expenses $2,308.99 $3,241.40 $20,283.22 $1,497.86 $0.00 $6,167.192 $2,999.04 ($6,588.43) $237.10 $2,277.75 $369.95 $889.38 $105.25 $316.10 $200.88 $34,305.68 Fees $258,064.52 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 $125,000.00 Paid Expenses $2,308.99 $3,241.40 $20,283.22 $1,497.86 $0.00 $6,167.19 $2,999.04 ($6,588.43) $125,000.00 $237.10 $125,000.00 $2,277.75 $125,000.00 $369.95 $125,000.00 $889.38 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,508,064.52 $33,683.45

This amount included a voluntary expense reduction in the amount of $2,722.57 in legal fees and meal expenses that were incurred during the First Interim Period. Jefferies respectfully credited an additional $6,588.43 in legal fees and meal expenses during the First Interim Period per the request of the United States Trustee. The total amount of expenses reduced during the First Interim Period was $9,311.00.
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Summary of Any Objections to Monthly Applications: None PLEASE TAKE FURTHER NOTICE that, pursuant to the Court's Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12, 2010 [Docket No. 189] (the "Interim Compensation Order"), objections, if any, to the Fourth Interim and Final Application must be filed with the Court and served on the Applicant at the address set forth below and the Notice Parties (as such term is defined in the Interim Compensation Order) so as to be actually

received by 4:00p.m. prevailing Eastern Time on December 6, 2011. If no objections to the


Fourth Interim and Final Application are timely filed, the Court may enter an order granting the Fourth Interim and Final Application without a hearing.

Dated: New York, New York November 22, 2011

JEFFERIES & COMPANY, INC.

Managing Director Jefferies & Company, Inc. 520 Madison Avenue, 7th Floor New York, New York 10022 Telephone: (212) 323-3918

Leon"~

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Hearing Date and Time: December 13, 2011 at 2:00p.m. (Prevailing Eastern Time) Objection Deadline: December 6, 2011 at 4:00 p.m. (Prevailing Eastern Time)

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK -------------------------------------- x : : Chapter 11 In re : : Case No. 10-13800 (SCC) INNKEEPERS USA TRUST, et al., : : Jointly Administered : Debtors. : -------------------------------------- x FOURTH INTERIM AND FINAL APPLICATION OF JEFFERIES & COMPANY, INC., FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST, ET. AL., FOR FINAL ALLOWANCE OF COMPENSATION AND FOR THE REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED DURING THE PERIOD FROM JULY 30, 2010 THROUGH OCTOBER 27, 2011 Jefferies & Company, Inc. (Jefferies or Applicant), financial advisor for the Official Committee of Unsecured Creditors (the Creditors Committee) in the Chapter 11 cases of Innkeepers USA Trust and its affiliated debtors and debtors in possession (collectively, the Debtors), hereby submits its fourth interim and final application (the Application), pursuant to (i) Sections 330 and 331 of Title 11 of the United States Code (the Bankruptcy Code), (ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), (iii) Administrative Order M-389, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases (the Amended Guidelines), (iv) the Order of this Court, dated August 12, 2010 (the Monthly Compensation Order), Establishing Procedures for Monthly Compensation and Reimbursement of Expenses for Professionals and Members of Official Committees, (v) the guidelines promulgated by the Office of the United States Trustee applicable to the Application for compensation and reimbursement of expenses (the U.S. Trustee Guidelines), and (vi) the Order of this Court, dated October 1, 2010 (the Final Retention Order), Approving the Employment of Jefferies & Company, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors, for the final allowance of

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compensation for services rendered and for reimbursement of expenses incurred in connection therewith during the period from August 1, 2011 through October 27, 2011 (the Fourth Interim Period), and the period from July 30, 2010 through October 27, 2011 (the Final Application Period) and in support thereof respectfully states as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this Motion under 28 U.S.C. 157 and 1334.

Venue is proper under 28 U.S.C. 1408 and 1409. This is a core proceeding under 28 U.S.C. 157(b)(2). BACKGROUND 2. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under Chapter 11 of the Bankruptcy Code (the Chapter 11 Cases). The Debtors have continued in possession of their property and continue to operate and manage their businesses as debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee in the Chapter 11 Cases. On August 11, 2010, an Ad Hoc Committee of Preferred Shareholders filed a motion seeking appointment of an examiner, which was denied on October 19, 2010. 3. On July 28, 2010, the United States Trustee for the Southern District of New York (the United States Trustee) appointed the five (5) member Creditors Committee pursuant to Section 1102(a)(1) of the Bankruptcy Code.4 4. On April 8, 2011, the Debtors Chapter 11 Plan (the Plan) and Disclosure Statement with respect thereto (the Disclosure Statement) were filed. 5. On May 2 and 3, 2011, the Debtors held an auction for the Fixed/Floating Properties (defined hereafter) (the Fixed/Floating Auction). Following twelve rounds of competitive bidding, Cerberus Series Four Holdings, LLC (Cerberus) and Chatham Lodging Trust (Chatham) were determined to be the best and highest bid for sponsorship of the Fixed/Floating Plan. 6. On May 9, 2011, the Debtors filed a revised Plan and Disclosure Statement with

the Court reflecting the post-auction negotiations and agreements.


4 The members of the Creditors Committee are: JMC Global, PDQ Consulting, Inc., Triangle Renovations USA, American Hotel Registry Company and The Eric Ryan Corporation.

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7.

On May 13, 2011, the court held a hearing (the Disclosure Statement Hearing).

Subsequently, on May 19, 2011, the Court entered an order (the Disclosure Statement Order), which, among other things, (a) approved the Disclosure Statement; (b) determined that the bid submitted by Cerberus and Chatham was the successful bid for the sponsorship of the Fixed/Floating Plan; and (c) authorized the Debtors to enter into the Commitment Letter and all other documents related thereto reflecting the terms of the Fixed/Floating successful bid. 8. On May 16, 2011, Cerberus and Chatham entered into the Amended and Restated

Binding Commitment Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust (the Commitment Letter) to purchase 64 of the Debtors hotels (the Fixed/Floating Properties) for $1.12 billion. 9. On May 20, 2011, the Debtors filed the final version of the Disclosure Statement On June 13, 2011, the Debtors filed a supplement to the Plan (the Plan

and solicitation version of the Plan. 10. Supplement). The Debtors filed several amendments to the Plan and Plan Supplement through June 29, 2011. 11. On June 23, 2011, the court held a hearing (the Confirmation Hearing), in which the Plan was confirmed. The Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Confirmation Order) was filed thereafter on June 29, 2011. 12. On July 7, 2011, the Ontario Hotel Debtors emerged from their court-supervised On July 15, 2011, certain of the debtors (the Effective Date Remaining Debtors)

restructuring and the Ontario Plan (as defined in the Plan) became effective. 13.

under the Remaining Debtor Plan (as defined in the Plan) emerged from their court-supervised restructuring and the Remaining Debtor Plan became effective. 14. On July 28, 2011, the Anaheim Hotel Debtors emerged from their court-

supervised restructuring and the Anaheim Plan (as defined in the Plan) became effective. 15. On October 21, 2011, the Court entered the Order (I) Authorizing Fixed/Floating

Debtors to Enter Into a Second Amended Commitment Letter, (II) Approving (A) Modifications to Fixed/Floating Plan and Confirmation Order and (B) Amended New HoldCo/Midland Commitment, (III) Authorizing Fixed/Floating Debtors to Settle Adversary Proceeding Upon

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Consummation of Modified Fixed/Floating Plan (the Modification Order) approving certain modifications to the Plan (as modified, the Modified Plan) and the Confirmation Order. 16. On October 27, 2011, all of the Debtors under the Fixed/Floating Plan (as defined

in the Modified Plan) emerged from their court-supervised restructuring and the Fixed/Floating Plan became effective. RETENTION OF JEFFERIES 17. Subsequent to its appointment, the Creditors Committee selected Jefferies as its

financial advisor. On September 9, 2010, the Creditors Committee filed an Application (the Jefferies Retention Application), for an Order pursuant to Sections 328(a) and 1103 of the Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy Procedure and Rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules) seeking authorization to retain Jefferies as its financial advisor, nunc pro tunc to July 30, 2010, to perform professional services including, but not limited to the following: (a) to become familiar with, to the extent Jefferies deems appropriate, and analyze the business, business plan, operations, assets, financial condition and prospects of the Debtors; (b) advising the Creditors Committee on the current state of the restructuring market; (c) assisting and advising the Creditors Committee in examining and analyzing any potential or proposed restructuring or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 of chapter 11, Title 11 of the United States Code (the Bankruptcy Code), a liquidation, or otherwise (a Transaction), including, where appropriate, assisting the Creditors Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Creditors Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt

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instruments, if any, that may be issued in any such Transaction; (e) assisting and advising the Creditors Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Creditors Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Creditors Committee with respect to matters on which Jefferies has been engaged to advise the Creditors Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Creditors Committee hereunder, in any proceeding before the Bankruptcy Court; and (i) rendering such other financial advisory services as may from time to time be agreed upon by the Creditors Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation. 18. On October 1, 2010, the Court entered the Final Retention Order, which

authorized the Creditors Committee to retain Jefferies, as financial advisor, pursuant to Sections 328(a) and 1103 of the Bankruptcy Code, nunc pro tunc to July 30, 2010. The Final Retention Order is attached hereto as Exhibit A. COMPENSATION 19. Pursuant to the engagement letter between the Creditors Committee and

Jefferies, dated September 8, 2010, a copy of which is attached hereto as Exhibit B (the Engagement Letter), as approved by the Final Retention Order, in consideration for the services provided to the Creditors Committee, the Debtors have agreed to pay Jefferies, pursuant to Section 328 of the Bankruptcy Code, and subject to the final approval of the

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Bankruptcy Court, a monthly fee (the Monthly Fee) equal to $125,000 per month, being deemed to have accrued from July 30, 2010. 20. Pursuant to the Engagement Letter and the Final Retention Order, Jefferies is also

entitled to reimbursement for all court-approved out-of-pocket expenses (including reasonable fees and expenses of its counsel) it incurs in connection with the engagement, other than counsel fees for services provided to Jefferies that are duplicative of services provided by counsel to the Creditors Committees counsel and which do not relate to issues affecting Jefferies. 21. Pursuant to the Final Retention Order and the Monthly Compensation Order,

during the Fourth Interim Period, Jefferies filed with the Court and submitted to the Debtors, and the other appropriate notice parties, monthly statements (each, a Monthly Fee Statement) documenting the fees and expenses it incurred in connection with the services Jefferies provided to the Creditors Committee during such time. 22. On October 20, 2011, Jefferies filed the Twelfth Monthly Fee Statement, covering

the period from August 1, 2011 through and including August 31, 2011, and served it upon the notice parties. With respect to the Twelfth Monthly Fee Statement, the objection deadline is November 20, 2011. To date, no objections have been received. As of the filing date of this Application, Jefferies has not received any payments with respect to the Twelfth Monthly Fee Statement because the objection period has not yet passed. 23. On November 21, 2011, Jefferies filed the Thirteenth Monthly Fee Statement,

covering the period from September 1, 2011 through and including September 30, 2011, and served it upon the notice parties. With respect to the Thirteenth Monthly Fee Statement, the objection deadline is December 5, 2011. To date, no objections have been received. As of the

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filing date of this Application, Jefferies has not received any payments with respect to the Thirteenth Monthly Fee Statement because the objection period has not yet passed. 24. On November 21, 2011, Jefferies filed the Fourteenth Monthly Fee Statement,

covering the period from October 1, 2011 through and including October 27, 2011, and served it upon the notice parties. With respect to the Fourteenth Monthly Fee Statement, the objection deadline is December 5, 2011. To date, no objections have been received. As of the filing date of this Application, Jefferies has not received any payments with respect to the Fourteenth Monthly Fee Statement because the objection period has not yet passed. 25. The amounts payable to Jefferies for services rendered during the Fourth Interim

Period are set forth below.


Requested Fees (100%) $125,000.00 $125,000.00 $108,870.97 $358,870.97 Requested Expenses (100%) $105.25 $316.10 $200.88 $622.23 Total Requested $125,105.25 $125,316.10 $109,071.85 $359,493.20 Fees Previously Paid $0.00 $0.00 $0.00 $0.00 Expenses Previously Paid $0.00 $0.00 $0.00 $0.00 Fees Held Back (20%) $25,000.00 $25,000.00 $21,774.19 $71,774.19

Month August 2011 September 2011 October 2011 TOTAL

RELIEF REQUESTED 26. By this Application, Jefferies seeks entry of an order: (i) granting interim and

final allowance and award of compensation for the professional services rendered by it as financial advisor for the Creditors Committee during the Fourth Interim Period, consisting of fees in the amount of $358,870.97, plus reimbursement of actual and necessary expenses incurred by Jefferies during the Fourth Interim Period in the amount of $622.23 for a total of $359,493.20; (ii) granting final allowance and award of compensation for the professional services rendered by it as financial advisor for the Creditors Committee during the Final Application Period, consisting of fees in the amount of $1,866,935.49, plus reimbursement of 7

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actual and necessary expenses incurred by Jefferies during the Final Application Period in the amount of $34,305.68 for a total of $1,901,241.17; and (iii) authorizing and directing the Debtors to make payment in respect of 100% of such fees and expenses. 27. As stated in the certification of Leon Szlezinger, annexed hereto as Exhibit C, all

of the services for which final compensation is sought herein were rendered for or on behalf of the Creditors Committee in connection with these Chapter 11 Cases. 28. Jefferies has not entered into any agreement, express or implied, with any party in

interest for the purpose of fixing or sharing fees or other compensation to be paid for professional services rendered in these cases. 29. The fees charged by Jefferies during the Final Application Period have been billed

in accordance with the Final Retention Order and the Engagement Letter. The fees that Jefferies is charging for the services rendered by its professionals in these Chapter 11 Cases are comparable to the fees charged by Jefferies for professional services rendered in comparable non-bankruptcy related matters. Such fees are reasonable based on the customary compensation charged by similarly skilled practitioners in comparable non-bankruptcy cases in the competitive national financial advisory market. 30. Pursuant to the U.S. Trustee Guidelines, attached hereto as Exhibit D, is a

schedule setting forth all Jefferies professionals who have performed services in these Chapter 11 Cases during the Fourth Interim Period and Final Application Period, respectively, the capacities in which each such individual is employed by Jefferies, and the estimated aggregate number of hours expended by each such individual in this matter.

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31.

Pursuant to the U.S. Trustee Guidelines, attached hereto as Exhibit E, is a

schedule specifying categories of expenses for which Jefferies is seeking reimbursement and the total amount of expenses requested in each such category. 32. Pursuant to the Final Retention Order and the U.S. Trustee Guidelines, a summary

of Jefferies time records for the Fourth Interim Period and Final Application Period is annexed hereto as Exhibit F. As set forth in the Jefferies Retention Application, it is not the general practice of investment banking firms to keep detailed time records similar to those customarily kept by attorneys and other professionals who are compensated on an hourly basis. Jefferies restructuring professionals, when formally retained in Chapter 11 cases and when required by local rules, do, and in these Chapter 11 Cases have, kept time records describing their general daily activities, the identity of restructuring professionals who performed such activities, and the estimated amount of time expended on such activities on a daily basis. Consistent with the terms of the Final Retention Order, however, Jefferies has maintained a daily time log detailing, in half hour increments, the activities and services performed by Jefferies on behalf of the Creditors Committee during the Final Application Period. 33. To the extent that any fees or expenses were incurred by Jefferies during the

Fourth Interim Period, but were not processed by Jefferies prior to the preparation of this Application, Jefferies hereby reserves the right to request approval of such fees and expenses in its future fee applications.

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SUMMARY OF SERVICES RENDERED 34. Since July 30, 2010, Jefferies has rendered professional services to the Creditors

Committee as requested and as necessary and appropriate in furtherance of the interests of the Debtors unsecured creditors. 35. Jefferies provided a wide variety of investment banking, financial and

restructuring advisory services for the Creditors Committee during the Final Application Period, including, but not limited to the following: Performance of Due Diligence 36. In order to best understand and evaluate the Debtors business, strategy, prospects

and assets, Jefferies continued to perform significant due diligence with respect to the Debtors. As part of its due diligence, Jefferies not only had numerous telephonic meetings with many of the Debtors professionals and senior executives, but also requested and reviewed voluminous material provided by the Debtors and their professionals regarding their operations, assets, financial statements, contractual obligations, capital expenditure requirements and employees. Jefferies also reviewed and analyzed the various motions filed by the Debtors and other parties in interest. 37. The due diligence efforts performed by Jefferies were essential in helping the

Creditors Committee formulate a view on the appropriate form of the Debtors restructuring and potential claims against third parties. Jefferies prepared detailed reports for the Creditors Committee related to such information. In addition, based upon the work performed to date, Jefferies has continually updated the Creditors Committee with various presentations regarding the status and conclusions reached.

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Committee Meetings 38. During the Final Application Period, the Creditors Committee held conference

calls and email discussions regarding time-sensitive issues relating to the Chapter 11 Cases. Jefferies professionals participated in such Creditors Committee meetings and email discussions, providing recommendations and advice with respect to a number of business and financial issues, as well as updates on ongoing discussions, activities and negotiations with the Debtors and other parties. Such meetings provided a forum for the Creditors Committee members to exchange ideas and raise questions concerning matters of paramount concern to unsecured creditors. The meetings also provided a forum for Jefferies to communicate the conclusion and findings of the Fixed/Floating Auction and related analyses to update the Creditors Committee on its potential settlement and recoveries. General Corporate Finance 39. Jefferies activities in this project area included working with the Creditors

Committee and other creditors to understand, evaluate and comment on the Debtors business and review the Debtors financial performance and projections. As part of its activities, Jefferies considered all of the information gathered during due diligence activities and used such information, as well as proprietary information available within Jefferies, to provide advice to the Creditors Committee regarding the Debtors current positioning. Additionally, Jefferies reviewed the Debtors monthly operating reports, weekly cash flow projections, and any other financial information that was relevant to the Debtors operations. 40. Additionally, Jefferies activities included responding to questions by individual

Creditors Committee members regarding specific issues related to the Debtors financial operations.

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Meetings and Analysis Conducted with the Creditors Committee, the Debtors, other Parties-in-Interest and other Professionals in these Chapter 11 Cases 41. Jefferies assisted the Creditors Committee in preparing for and participating in

meetings, negotiations and other communications with the Debtors and other constituencies. Moreover, Jefferies attended and participated in due diligence and strategy sessions with the Debtors, including, in particular, conversations with other parties-in-interest. Jefferies also

attended and participated in internal meetings and telephone conferences with Creditors Committee members and other constituencies to discuss the status of the Debtors cases and future steps to be taken during the restructuring process. Such relevant topics include the evaluation of specific individual claims by certain creditors against the Debtors, changes to the Debtors operations and financial forecasts, ongoing plan of reorganization discussions and development, Fixed/Floating Auction-related status updates and discussions and the ongoing discussions and meetings between the Debtors. Analysis and Diligence of 2007 Transaction 42. During the Final Application Period, Jefferies began its analysis of the Debtors

2007 leveraged buyout transaction. 43. Debtors counsel provided Jefferies with a voluminous amount of documents and

correspondence dated at or around the time of the transaction. Jefferies reviewed and analyzed these materials and provided updates to both the Creditors Committee and its counsel. Claims Analysis 44. Jefferies continued its extensive review and analyses of the claims filed against

the Debtors to determine the feasibility of a consensual plan of reorganization that would be fair to all unsecured creditors.

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45.

Jefferies also worked with Creditors Committee counsel to review and analyze

the Debtors proposed settlements with various claimants to allow their claims and determine whether these and other proposed settlements were in the best interests of unsecured creditors. Discovery Requests 46. At the behest of various parties-in-interest, Jefferies reviewed voluminous

amounts of internal emails and documents and provided them as part of the Court-ordered requests. Sale Process / Auction 47. Jefferies participated in numerous discussions with the Debtors advisors

regarding sale process updates and status. Jefferies prepared and provided the Debtors advisors with an extensive list of potential buyers. The Creditors Committee counsel and members were also provided with updates pertaining to these discussions. Jefferies attended and participated in the Fixed/Floating Auction and provided status updates to the Creditors Committee members. 48. Jefferies also provided recovery analysis to the Creditors Committee counsel and

its members based on the conclusion of the Fixed/Floating Auction. Settlement with Debtors 49. During the Final Application Period, Jefferies, in conjunction with Creditors

Committee counsel, participated in discussions with the Debtors and its advisors regarding potential settlement offers for the Creditors Committee. Through these numerous discussions, the Creditors Committee received the best possible recovery considering the circumstances of the Chapter 11 Cases. Development of Plan of Reorganization 50. In conjunction with the Debtors, Debtors counsel and Creditors Committee

counsel, Jefferies helped negotiate a plan of reorganization that maximizes value for the 13

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Creditors Committee. Jefferies extensively worked with the Debtors advisors to develop a plan of reorganization that addressed all potential concerns or issues affecting the Creditors Committee. Jefferies also worked at length with the Debtors advisors to evaluate their claims contained in the Debtors disclosure statement. Debtors Adversary Proceeding 51. In conjunction with the Creditors Committee counsel, Jefferies advised the

Creditors Committee on the status of the Debtors adversary proceeding and provided them with updates as to their potential recoveries. General Chapter 11 Administration 52. Jefferies prepared its Monthly Fee Statements and attended to various general and

administrative tasks such as billing and related communications, as well as other day to day operations that do not fall into other project areas. THE REQUESTED COMPENSATION SHOULD BE ALLOWED 53. Section 331 of the Bankruptcy Code provides for the interim compensation of

professionals and incorporates the standards of Section 330 of the Bankruptcy Code to govern the award of such compensation. 11 U.S.C. 331. Section 330 of the Bankruptcy Code provides that a court may award a professional employed under Section 327 or 1103 of the Bankruptcy Code, subject to Sections 326, 328, and 329, reasonable compensation for actual, necessary services rendered . . . and reimbursement for actual, necessary expenses. 11 U.S.C. 330(a)(1). Section 330 of the Bankruptcy Code also sets forth the criteria for the award of such compensation and reimbursement: In determining the amount of reasonable compensation to be awarded, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including 14

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(A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. 330(a)(3); see also Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, 717-18 (5th Cir. 1974) (specifying various factors to be used in determining the reasonableness of attorneys fees); Am. Benefit Life Ins. Co. v. Baddock (In re First Colonial Corp. of America), 544 F.2d 1291, 1298-99 (5th Cir. 1977) (applying the Johnson factors to the bankruptcy context). 54. In the instant case, Jefferies respectfully submits that the services for which it

seeks compensation in this Application were necessary for and beneficial to the Creditors Committee, and were consistently performed in a timely and considered manner commensurate with the complexity and importance of the issues involved. Jefferies further respectfully submits that the professional services for which compensation is sought hereby were reasonably and necessarily incurred in connection with these Chapter 11 Cases. ACTUAL AND NECESSARY EXPENSES OF JEFFERIES 55. As set forth in Exhibit E hereto, Jefferies expended $622.23 in out-of-pocket

expenses relating to its professional services during the Fourth Interim Period and $34,305.68 15

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during the Final Application Period. These charges are intended to cover Jefferies direct operating costs related to this engagement, which costs are not incorporated into Jefferies aggregate fees. 56. The time constraints imposed by the circumstances of these cases have required

Jefferies professionals and other employees at times to devote time during the evenings and on weekends to the performance of financial advisory services on behalf of the Creditors Committee. These extraordinary services were essential to meet deadlines, to respond in a timely fashion to daily inquiries from creditors and other parties-in-interest, and to satisfy the demands of the Creditors Committee. While Jefferies has not charged the Creditors Committee for any overtime expenses, professionals and other employees of Jefferies who worked late into the evenings or on weekends were reimbursed for their reasonable meal costs and their cost for transportation from the office to home. Jefferies regular practice is not to include these types of charges in overhead when establishing fees, and to instead charge its clients for these and all other out-of-pocket disbursements incurred during the regular course of the rendition of services to such clients. NOTICE 57. In accordance with the Monthly Compensation Order, Jefferies will provide

copies of this Application to: (i) this Court; (ii) the Office of the United States Trustee; (iii) the Debtors and their counsel; (iv) counsel for the Creditors Committee; (v) counsel to Midland Loan Services, a division of PNC Bank, N.A.; and (vi) counsel to Certain Prepetition Lenders.

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CONCLUSION

WHEREFORE, Jefferies respectfully requests that this Court enter an Order (a) approving the allowance of, and awarding to Jefferies, $358,870.97 of monthly fees for professional services rendered to the Creditors' Committee during the period from August 1, 2011 through and including October 27, 2011; (b) approving the reimbursement of Jefferies' actual, necessary, and reasonable expenses incurred in connection with rendering such services during the period from August 1, 2011 through and including October 27, 2011 in the amount of $622.23; (c) awarding on a final basis monthly fees in the aggregate amount of $1,866,935.49 and reimbursement of actual, necessary and reasonable costs and expenses in the aggregate amount of $34,305.68 for professional services rendered by the Applicant from July 30, 2010 through October 27, 2011; (d) authorizing and directing the Debtors to make payment in respect of 100% of any such outstanding fees and expenses; 5 and (e) granting such other and further relief as this Court may deem just and proper.

Dated: New York, New York November 22, 2011 Leon Szlezinger Managing Dire tor Jefferies & Company, Inc. 520 Madison Avenue, 7th Floor New York, New York 10022 Telephone: (212) 323-3918

5 The net amount of unpaid monthly fees and expenses outstanding include (i) monthly fees for the months of August 2011 through October 2011 (totaling $358,870.97) plus (ii) unpaid expenses for the months of August 2011 through October 2011 (totaling $622.23) for a net outstanding amount of $359,493.20.

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EXHIBIT A Final Retention Order

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

ORDER PURSUANT TO SECTIONS 327(a), 328(a), AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING THE EMPLOYMENT AND RETENTION OF JEFFERIES & COMPANY, INC., AS FINANCIAL ADVISOR AND INVESTMENT BANKER TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 30, 2010 Upon the application, dated September 9, 2010, of the Official Committee of Unsecured Creditors (the Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) , pursuant to sections 327(a), 328(a), and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016, for entry of an order authorizing the Committee to employ and retain Jefferies & Company, Inc. (Jefferies) as their financial advisor and investment banker nunc pro tunc to July 30, 2010 (the Application)2; and the Committee having submitted the Szlezinger Affidavit in support of the Application; and the Court being satisfied based on the representations made in the Application and the Szlezinger Affidavit that the professionals of Jefferies who will be
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/innkeepersor 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. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
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engaged in the Chapter 11 cases represent no interest adverse to the Debtors estates with respect to the matters upon which Jefferies is to be engaged, and that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; and having considered (i) the objection to the Application filed by Midland Loan Services, Inc. and the joinders filed by Wells Fargo, N.A., C-III Asset Management, and CW Capital Asset Management (collectively, the Objections) and (ii) the statements of counsel with respect to the Application at a hearing before the Court (the Hearing); and it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it further appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and it further appearing that notice of the Application as set forth therein is sufficient under the circumstances, and that no further notice need be provided; and it further appearing that the relief requested in the Application is in the best interests of the Debtors, their estates and their creditors; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED that the Application is granted to the extent provided herein; and it is further ORDERED that the Objections, to the extent not withdrawn at the Hearing, are overruled and the Committee is authorized to retain and employ Jefferies as its financial advisor and investment banker pursuant to sections 327(a) and 328(a) of the Bankruptcy Code on the terms set forth in the Engagement Letter nunc pro tunc to July 30, 2010, to render the following financial advisory services pursuant to the Engagement Letter and as requested by the Committee:

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(a) becoming familiar with, to the extent Jefferies deems appropriate, and analyzing, the business, operations, properties, financial condition, and prospects of the Debtors; (b) advising the Committee on the current state of the restructuring market; (c) assisting and advising the Committee in examining and analyzing any strategy, potential or proposed restructuring, amending, redeeming or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 the Bankruptcy Code, a liquidation, or otherwise (a Transaction), including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction; (e) assisting and advising the Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee hereunder, in any proceeding before the Bankruptcy Court; and (i) rendering such other financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation.
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ORDERED that, subject to the procedures set forth in the Interim Compensation Order except as otherwise provided herein, Jefferies shall be compensated on the terms specified in the Engagement Letter and Jefferies shall file fee applications for interim and final allowance of compensation and reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code and any applicable Bankruptcy Rules and Local Rules, and such procedures as may be fixed by order of this Court; and it is further ORDERED that the last sentence of Section 4(a), the first paragraph of Section 4(b), and the third and fourth sentences of Section 7 of the Engagement Letter shall be deleted; and it is further ORDERED that, in the event of a change in circumstances, the Committee shall retain the right to file an application (a Supplemental Application) with the Court at a future date seeking to supplement the Engagement Letter to expand the scope of services provided by Jefferies in order to address such changed circumstances in these cases, and the rights of all parties in interest to object and be heard with respect to any Supplemental Application are hereby preserved; and it is further ORDERED that notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, any applicable orders of this Court or any guidelines regarding submission and approval of fee applications, Jefferies and its restructuring professionals shall only be required to provide summary time records for services rendered to the Committee in one-half hour increments; and it is further ORDERED that in addition to compensation for professional services rendered by Jefferies, pursuant to the terms of the Engagement Letter, Jefferies is entitled to

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reimbursement by the Debtors for reasonable expenses incurred in connection with the performance of its engagement under the Engagement Letter; and it is further ORDERED that, except as provided in the following paragraph, the terms of the Monthly Fee, as defined in the Engagement Letter (and as modified in this Order), shall not hereafter be subject to challenge except under the standard of review set forth in section 328(a) of the Bankruptcy Code; and it is further ORDERED that the United States Trustee retains all rights to object to Jefferies interim and final fee applications (including expense reimbursements) on all grounds including but not limited to the reasonableness standard provided for in section 330 of the Bankruptcy Code; and it is further ORDERED that the indemnification provisions set forth in Schedule A of the Engagement Letter are approved, subject to the following: (a) Subject to the provisions of subparagraphs (b), (c) and (d) below, the

Debtors will be bound by the indemnification procedures of the Engagement Letter and shall indemnify the Indemnified Persons (as defined in the Engagement Letter) in accordance with the Engagement Letter and to the extent permitted by applicable law, for any claim arising from, related to, or in connection with Jefferiess performance of the services described in the Engagement Letter; (b) All requests by Indemnified Persons for the payment of indemnification

pursuant to the Engagement Letter shall be made by means of an application to the Court and shall be subject to review by the Court to ensure that payment of such indemnity conforms to the terms of the Engagement Letter and is reasonable under the circumstances of the litigation or settlement in respect of which

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indemnity is sought; provided, however, that in no event shall any Indemnified Person be indemnified in the case of its own bad-faith, self-dealing or breach of fiduciary duty (if any), gross negligence or willful misconduct; (c) In no event shall any Indemnified Person be indemnified if the Debtors or

a representative of the estate asserts a claim for, and the Court determines by final order that such claim arose out of, such Indemnified Persons own bad-faith, selfdealing or breach of fiduciary duty (if any), gross negligence, or willful misconduct; and (d) If Jefferies or any Indemnified Person seeks reimbursement from the

Debtors for attorneys fees and expenses in connection with the Engagement Letter, the invoices and supporting time records from such attorneys shall be included in Jefferies own applications, both interim and final, and such invoices and time records shall be subject to the United States Trustees Guidelines for compensation and reimbursement of expenses and the approval of the Bankruptcy Court pursuant to sections 330 and 331 of the Bankruptcy Code without regard to whether such attorneys have been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code; and it is further ORDERED that to the extent this Order is inconsistent with any prior order or pleading with respect to the Application in these cases or the Engagement Letter, the terms of this Order shall govern; and it is further ORDERED that this Order shall neither authorize the Debtors to use any cash collateral (as defined in section 363(a) of the Bankruptcy Code) nor prejudice any

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entities rights with respect to any request by the Debtors to use cash collateral. Nothing in this Order shall affect in any way the Interim Order (A) Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 54] or any subsequent order entered granting the relief requested in the Debtors Motion for the Entry of Interim and Final Orders (A) Authorizing the Debtors to (i) Use the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, (B) to the Extent Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain Postpetition Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 13]. Further, nothing in this Order shall affect in any way any special 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; and it is further ORDERED that the relief granted herein shall be binding upon any chapter 11 trustee appointed in these chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of these chapter 11 cases to cases under chapter 7; and it is further ORDERED that notwithstanding any provision to the contrary in the Application

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or the Engagement Letter, the Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated: October 1, 2010 New York, New York /s/Shelley C. Chapman The Honorable Shelley C. Chapman United States Bankruptcy Judge

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EXHIBIT B Engagement Letter

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Strictly Confidential

Engagement Letter September 8, 2010 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. c/o Morrison & Foerster, LLP 1290 Avenue of the Americas New York, NY 10104-0050 Attention: Keith Venezie Co-Chairman

Re: Advisory Services This agreement (the Agreement) confirms that Jefferies & Company, Inc. (Jefferies) has been engaged by the Official Committee of Unsecured Creditors (the Committee), appointed in the bankruptcy cases (the Cases) of Innkeepers USA Trust, a self-administered real estate investment trust organized under the laws of Maryland, and its debtor affiliates and their respective estates (collectively, the Debtors), which are now pending in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) to act as set forth herein. 1. Services. During the term of this engagement, and as mutually agreed upon by Jefferies and the Debtors and as appropriate, Jefferies, acting as exclusive financial advisor to the Committee, will perform the following financial advisory services, among others, in connection with the Cases: (a) becoming familiar with, to the extent Jefferies deems appropriate, and analyze, the business, operations, properties, financial condition and prospects of the Debtors; (b) advising the committee on the current state of the restructuring market;

(c) assisting and advising the Committee in examining and analyzing any potential or proposed restructuring or otherwise adjusting the Debtors outstanding indebtedness or overall capital structure, whether pursuant to a plan of reorganization, any sale under section 363 of chapter 11, Title 11 of the United States Code (the Bankruptcy Code), a liquidation, or otherwise (a Transaction), including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a Transaction; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction;

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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 33 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 3 (e) assisting and advising the Committee in evaluating potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee hereunder; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee hereunder, in any proceeding before the Bankruptcy Court; and (i) rendering such other financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and financial advisory support related to any threatened, expected, or initiated litigation. It is expressly agreed that, other than as set forth above, Jefferies will not evaluate or attest to the Debtors internal controls, financial reporting, illegal acts or disclosure deficiencies. 2. Cooperation.

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(a) The Committee shall furnish or use its best efforts to cause the Debtors to furnish Jefferies with all current and historical materials and information regarding the business and financial condition of the Debtors, which the Committee and/or the Debtors believe are relevant to the transactions contemplated hereby and all information and data that Jefferies shall reasonably request in connection with Jefferies activities hereunder (all such information so furnished being the Information). In addition, the Committee shall use its best efforts to cause the Debtors to provide Jefferies full access, as requested, to the Debtors officers, directors, employees and professional advisors. The Committee agrees to promptly advise Jefferies of all developments known to the Committee materially affecting the Committee, the Debtors, any proposed Transaction or the accuracy of the information previously furnished to Jefferies by or on behalf of the Committee or the Debtors, and agrees to take commercially reasonable efforts to ensure that no material initiatives relating to the proposed Transaction will be taken without Jefferies having been informed in advance thereof. (b) The Committee further acknowledges that Jefferies (i) will be relying on information and data provided to Jefferies (including, without limitation, information provided by or on behalf of the Debtors, the Committee or other parties to a Transaction) and available from generally recognized public sources, without having independently verified the accuracy or completeness thereof, (ii) does not assume responsibility for the accuracy or completeness of any such information and data, (iii) has not made, and will not make, any physical inspection or appraisal of the properties, assets or liabilities

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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 34 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 4 (contingent or otherwise) of the Debtors or any other party to a Transaction and (iv) in relying on any financial forecasts that may be furnished to or discussed with Jefferies, will assume that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management as to the future financial performance of the Debtors or other party to a Transaction, as the case may be (and if such forecasts no longer reflect such estimates and judgments, then the Debtors will promptly inform, and provide updated forecasts to, Jefferies). (c) The Committee acknowledges that this assignment may lead to an outcome not anticipated in this Agreement. In the event that circumstances have changed such that this engagement requires more of Jefferies time and efforts than originally anticipated, the Committee agrees to meet and confer with Jefferies in good faith to determine the appropriate additional fees for Jefferies services. 3. Use of Name, Advice, etc.

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(a) No information or advice provided by Jefferies (other than any information or advice relating to the U.S. tax treatment and U.S. tax structure of any Transaction) may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without Jefferies prior written consent. In addition, the Committee and the Debtors agree that any reference to Jefferies in any release, communication or other material is subject to Jefferies prior written approval, which may be given or withheld in its reasonable discretion, for each such reference. The Committee and the Debtors agree not to disclose this Agreement, the contents hereof or the activities of Jefferies pursuant hereto to any other party without the prior approval of Jefferies. (b) Jefferies advice is solely for the confidential use and information of the Committee (solely in the members capacity as members of the Committee), and is only to be used in considering the matters to which this Agreement relates. Such advice may not be relied upon by any other person. 4. Compensation. The Debtors shall pay Jefferies each of the following pursuant to such procedures as may be ordered by the Court: (a) A monthly fee (the Monthly Fee) equal to $125,000 per month until the expiration or termination of this Agreement (with, for the avoidance of doubt, the Monthly Fees being deemed to have accrued beginning on July 30, 2010, the date of the Committees selection of Jefferies as its financial advisor). Fifty per cent (50%) of all Monthly Fees paid to Jefferies in excess of $750,000 shall be credited against the Transaction Fee (as defined below). (b) A transaction fee (the Transaction Fee) equal to $750,000, which shall be earned in full upon (i) substantial consummation of a chapter 11 plan of reorganization, liquidation or otherwise (the Plan) in these Cases, or (ii) sale of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code (the 363 Sale), in each case that is supported by the Committee. The Transaction Fee shall be earned and

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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 35 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 5 shall be paid on the effective date of any Plan (provided that at the time of confirmation, the plan is not subject to a material objection to confirmability by the Committee, which is neither settled nor withdrawn, that is ultimately overruled by the Court) or upon closing of a 363 Sale. The Committee and the Debtors acknowledge that in light of Jefferies substantial experience and knowledge in the restructuring market, the uncertain nature of the time and effort that may be expended by Jefferies in fulfilling its duties hereunder, the opportunity cost associated with undertaking this engagement, and the market rate for professionals of Jefferies stature in the restructuring market generally, the fee arrangement hereunder is just, reasonable and fairly compensates Jefferies for its services. The Committee and the Debtors further acknowledge that they each believe Jefferies general restructuring expertise and experience, its knowledge of the capital markets and its other capabilities will inure to the benefit of the Committee in connection with any Transaction and that the value to the Committee of Jefferies services hereunder derives in substantial part from that expertise and experience and that, accordingly, the structure and amount of the compensation hereunder is reasonable regardless of the number of hours to be expended by Jefferies professionals in the performance of the services to be provided hereunder and that none of the fees hereunder shall be considered to be bonuses or fee enhancements under applicable law. 5. Expenses. In addition to any fees that may be paid to Jefferies hereunder, whether or not any Transaction occurs, the Debtors shall reimburse Jefferies for all out-of-pocket expenses (including reasonable fees and expenses of its counsel) incurred by Jefferies in connection with the engagement contemplated hereunder, subject to Court approval. 6. Indemnification, etc. As further consideration under this Agreement, the Debtors shall indemnify and hold harmless the Indemnified Persons (as defined in Schedule A) in accordance with Schedule A. The terms and provisions of Schedule A are incorporated by reference herein, constitute a part hereof and shall survive any termination or expiration of this Agreement. Neither Jefferies nor its affiliates shall be responsible or have any liability for any indirect, special or consequential damages arising out of or in connection with this Agreement or the transactions contemplated hereby, even if advised of the possibility thereof. 7. Termination. Jefferies engagement hereunder will commence upon the execution of this Agreement by the Committee, the Debtors and Jefferies, and will continue until the earlier of the date on which (A) each of the Cases is either (i) dismissed, (ii) converted to cases under chapter 7 of the Bankruptcy Code, or (iii) subject to a plan of reorganization that has been confirmed by the Bankruptcy Court and has been substantially consummated or (B) Jefferies services hereunder are terminated by either Jefferies or the Committee on five business days written notice to the other; provided that the Committee may not unilaterally terminate this Agreement prior to 12 months from the date hereof. Upon any termination of this Agreement, the Debtors shall promptly pay Jefferies any accrued but unpaid fees hereunder, and shall reimburse Jefferies for any unreimbursed expenses that are reimbursable hereunder. In the event of
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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 36 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 6 any termination of this Agreement, Jefferies shall be entitled to the Transaction Fee set forth in Section 4 if, on or prior to 12 months from the effective date of termination of this Agreement, the Debtors consummate, or enters into an agreement which subsequently results in, a Transaction. Any such Transaction Fee shall be payable upon the closing of any such Transaction. Upon any termination of this Agreement, the rights and obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 3-7, 9-16, and Schedule A, which shall survive such termination. 8. Exclusivity. During the term of the Agreement, the Committee agrees that it will not engage any other person to perform any services or act in any capacity for which Jefferies has been engaged pursuant to this Agreement with respect to any potential Transaction without the prior written approval of Jefferies. The Committee will promptly inform Jefferies of any inquiry it may receive regarding a Transaction. Notwithstanding the Debtors obligations hereunder, including, but not limited to, their obligation to pay the fees and expenses of Jefferies and to indemnify Jefferies, it is understood and agreed that Jefferies sole and exclusive client is the Committee, and Jefferies will in no circumstance be deemed to be an advisor to or have any obligation to any other party. 9. Bankruptcy Court Approval. The Committee shall use its best efforts to obtain prompt approval of this Agreement, pursuant to sections 328 and 1103 of the Bankruptcy Code, from the Bankruptcy Court. Such approval shall provide for the retention of Jefferies nunc pro tunc to July 30, 2010, shall incorporate all of the terms and conditions herein (explicitly including, but not limited to, the obligations and acknowledgements set forth in Schedule A), and shall provide that Jefferies compensation shall be subject to the standard of review provided for in section 328(a) of the Bankruptcy Code, and the United States Trustee shall retain its rights to object to interim or final fee applications under the reasonableness standard provided for in section 330 of the Bankruptcy Code. The Committee agrees that the application to retain Jefferies pursuant hereto, and the proposed order in connection therewith, will be subject to the prior approval of Jefferies in its sole and absolute discretion, and agrees that this Agreement (except for the obligations under Section 4 and Schedule A hereto) shall be null and void and Jefferies shall have no obligations hereunder unless such an order has been entered by the Bankruptcy Court and no appeal is pending as to such order. 10. Disclaimer.

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(a) The Debtors and the Committee acknowledge that Jefferies parent, Jefferies Group, Inc. (collectively with its subsidiaries and affiliates, the Jefferies Group) is a full service financial institution engaged in a wide range of investment banking and other activities (including investment management, corporate finance, securities issuing, trading and research and brokerage activities) from which conflicting interests, or duties, may arise. Information that is held elsewhere within the Jefferies Group, but of which none of the individuals in Jefferies investment banking department involved in providing the services contemplated by this Agreement actually has (or without breach of internal procedures can properly obtain) knowledge, will not for any purpose be taken into account in determining Jefferies responsibilities to the Debtors
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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 37 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 7 under this Agreement. Neither Jefferies nor any other part of the Jefferies Group will have any duty to disclose to the Debtors or the Committee or utilize for the Debtors or the Committees benefit any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business. In addition, in the ordinary course of business, the Jefferies Group may trade the securities of the Debtors and of potential participants in the Transaction for its own account and for the accounts of customers, and may at any time hold a long or short position in such securities. Jefferies recognizes its responsibility for compliance with federal securities laws in connection with such activities. Further, the Debtors and the Committee acknowledge that from time to time Jefferies research department may publish research reports or other materials, the substance and/or timing of which may conflict with the views or advice of the members of Jefferies investment banking department, and may have an adverse effect on the Committees interests in connection with the Transaction or otherwise. Jefferies investment banking department is managed separately from its research department, and does not have the ability to prevent such occurrences. The Jefferies Group, its directors, officers and employees may also at any time invest on a principal basis or manage or advise funds that invest on a principal basis in any company that may be involved in the transactions contemplated hereby. (b) Jefferies and its affiliates will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by other parties who are providing services to the Debtors or the Committee. The Committee acknowledges that Jefferies is not an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction. The Committee also acknowledges that it has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of this Agreement and the transactions contemplated hereby, and Jefferies and its affiliates shall have not responsibility or liability with respect thereto. Each of the Debtors and the Committee agrees that it is capable of evaluating the merits and risks of the transactions and the fees payable in connection therewith and that it understands and accepts the terms, conditions, and risks of the transactions and such fees. By signing this Agreement, each of the Debtors and the Committee expressly acknowledges that Jefferies does not guarantee, warrant or otherwise provide assurance that the Debtors and the Committee will be able to implement or consummate any Transaction, or any other transaction contemplated herein, or achieve any other result. 11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 12. Exclusive Jurisdiction. EXCEPT AS SET FORTH BELOW, THE PARTIES AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE TERMINATION OR VALIDITY OF THIS AGREEMENT, ANY ALLEGED BREACH

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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 38 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 8 OF THIS AGREEMENT, THE ENGAGEMENT CONTEMPLATED BY THIS AGREEMENT OR THE DETERMINATION OF THE SCOPE OF APPLICABILITY OF THIS AGREEMENT TO THIS SECTION 12 (ANY OF THE FOREGOING, A CLAIM) SHALL BE COMMENCED IN THE COMMERCIAL DIVISION OF THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS AND SHALL DECIDE THE MERITS OF EACH CLAIM ON THE BASIS OF THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE DEBTORS AND JEFFERIES AGREE AND CONSENT TO PERSONAL JURISDICTION, SERVICE OF PROCESS AND VENUE OF SUCH COURTS, WAIVE ALL RIGHT TO TRIAL BY JURY FOR ANY CLAIM AND AGREE NOT TO ASSERT THE DEFENSE OF FORUM NONCONVENIENS. THE DEBTORS AND JEFFERIES ALSO AGREE THAT SERVICE OF PROCESS MAY BE EFFECTED THROUGH OVERNIGHT MAIL TO THE ADDRESSES SET FORTH OR REFERRED TO IN SECTION 14 HEREOF. THE DEBTORS SHALL PAY ALL OF JEFFERIES COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES OF COUNSEL) IN AN ENFORCEMENT PROCEEDING IF THE COURT IN SUCH PROCEEDING DETERMINES THAT JEFFERIES IS ENTITLED TO RECOVER AMOUNTS DUE HEREUNDER. THE DEBTORS AND JEFFERIES FURTHER AGREE THAT A FINAL, NON-APPEALABLE JUDGMENT IN RESPECT OF ANY CLAIM BROUGHT IN ANY SUCH COURT SHALL BE BINDING AND MAY BE ENFORCED IN ANY OTHER COURT HAVING JURISDICTION OVER THE PARTY AGAINST WHOM THE JUDGMENT IS SOUGHT TO BE ENFORCED. 13. Payments. All payments to be made to Jefferies hereunder shall be nonrefundable and made in cash by wire transfer of immediately available U.S. funds. The Debtors obligation to pay any fee or expense set forth herein shall be absolute and unconditional and shall not be subject to reduction by way of setoff, recoupment or counterclaim. 14. Announcements, etc. The Committee and the Debtors agree that Jefferies may, following the announcement of a Transaction, describe the Transaction (or prior to a consummation or announcement of a Transaction, Jefferies role as an advisor to the Committee) in any form of media or in Jefferies marketing materials, stating Jefferies role and other material terms of the Transaction and using the Debtors name and logo in connection therewith. The Committee agrees that any press release it may issue announcing a Transaction will, at Jefferies request, contain a reference to Jefferies role in connection with the Transaction in form and substance satisfactory to Jefferies. 15. Notices. Notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be mailed or delivered (a) if to the Committee, at the address set

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Filed 11/22/11 Entered 11/22/11 16:00:33 Main Document Pg 39 of 58 Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. September 8, 2010 Page 9 forth above, and (b) if to Jefferies, at 520 Madison Avenue, New York, New York 10022, Attention: General Counsel. 16. Miscellaneous This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto. This Agreement may not be assigned by either party hereto without the prior written consent of the other, to be given in the sole discretion of the party from whom such consent is being requested. Any attempted assignment of this Agreement made without such consent shall be void and of no effect, at the option of the non-assigning party. This Agreement is solely for the benefit of the Committee, Jefferies and, to the extent expressly set forth herein, the Indemnified Persons and no other party shall be a third party beneficiary to, or otherwise acquire or have any rights under or by virtue of, this Agreement; provided that Jefferies may, in the performance of its services hereunder, procure the services of other members of the Jefferies Group (as defined above), which members shall be entitled to the benefits and subject to the terms of this Agreement. If any provision hereof shall be held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, or against public policy, such determination shall not affect such provision in any other respect nor any other provision hereof. The Committee, the Debtors and Jefferies shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions. Headings used herein are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in facsimile or other electronic counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement has been reviewed by the signatories hereto and their counsel. There shall be no construction of any provision against Jefferies because this Agreement was drafted by Jefferies, and the parties waive any statute or rule of law to such effect. 17. Patriot Act. Jefferies hereby notifies the Debtors, the Committee, and the Committees members that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act. Pub. L. N 109-177 (Mar. 9, 2006) (the Patriot Act), it is required to obtain, verify and record information that identifies the Debtors, the Committee, and the Committees members in a manner that satisfies the requirements of the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act.

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Please sign below and return to Jefferies to indicate your acceptance of the terms set forth herein, and once executed by each of Jefferies and the Committee, this Agreement shall constitute a binding agreement among Jefferies and the Committee as of the date first written above. Sincerely, JEFFERIES & COMPANY,
I

C.

. I ~/

. .>//;/~//~

Accepted and Agreed: OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST

By ______________________
Name: Keith Venezie Title: Co-Chair

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Please sign below and return to Jefferies to indicate your acceptance of the terms set forth herein, and once executed by each of Jefferies and the Committee, this Agreement shall constitute a binding agreement among Jefferies and the Committee as of the date first written above. Sincerely,

JEFFERIES & COMPANY, INC.


By _____________________ Name: Leon Szlezinger Title: Managing Director

Accepted and Agreed:

OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS U TRUST

e: Keith Venezie Title: Co-Chair

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Reference is made to the engagement letter attached hereto between Jefferies & Company, Inc. (Jefferies), the Committee and the Debtors (each as defined therein) (as amended from time to time in accordance with the terms thereof, the Agreement). Unless otherwise noted, all capitalized terms used herein shall have the meanings set forth in the Agreement. Any and all obligations and agreements of the Debtors under this Schedule A are joint and several, and shall be equally applicable to, and binding upon, each of the Debtors bankruptcy estates and any trustee appointed in the Debtors Cases. As further consideration under the Agreement, the Debtors agree to indemnify and hold harmless Jefferies and its affiliates, and each of their respective officers, directors, managers, members, partners, employees and agents, and any other persons controlling Jefferies or any of its affiliates (collectively, Indemnified Persons), to the fullest extent lawful, from and against any claims, liabilities, losses, damages and expenses (or any action, claim, suit or proceeding (an Action) in respect thereof), as incurred, related to or arising out of or in connection with Jefferies services (whether occurring before, at or after the date hereof) under the Agreement, the Transaction or any proposed transaction contemplated by the Agreement or any Indemnified Persons role in connection therewith, whether or not resulting from an Indemnified Persons negligence (Losses), provided, however, that the Debtors shall not be responsible for any Losses that arise out of or are based on any action of or failure to act by Jefferies and to the extent such Losses are determined, by a final, nonappealable judgment by a court or arbitral tribunal, to have resulted solely from Jefferies gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of the Debtors or the Committee). Each of the Debtors and the Committee agrees that no Indemnified Person shall have any liability to the Debtors or the Committee (or any member thereof) or their respective owners, parents, affiliates, securityholders or creditors for any Losses, except to the extent such Losses are determined, by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from Jefferies gross negligence or willful misconduct (other than an action or failure to act undertaken at the request or with the consent of the Debtors or the Committee). The Debtors agree that it will not settle or compromise or consent to the entry of any judgment in, or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party to such Action) unless Jefferies has given its prior written consent, or the settlement, compromise, consent or termination (i) includes an express unconditional release of such Indemnified Person from all Losses arising out of such Action and (ii) does not include any admission or assumption of fault on the part of any Indemnified Person. If, for any reason (other than the gross negligence or willful misconduct of an Indemnified Person as provided above) the foregoing indemnity is judicially determined to be unavailable to an Indemnified Person for any reason or insufficient to hold any Indemnified Person harmless, then the Debtors agree to contribute to any such Losses in such proportion as is appropriate to reflect the relative benefits received or proposed to be received by the Debtors on the one hand and by Jefferies on the other, from the Transaction or proposed Transaction or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by the Debtors on the one hand and Jefferies on the other, but also the relative fault of the Debtors and Jefferies, as well as any relevant equitable considerations. Notwithstanding the provisions hereof, the aggregate contribution of all Indemnified Persons to all Losses shall not exceed the amount of fees actually received by Jefferies with respect to the services rendered pursuant to the Agreement. Relative benefits to the Debtors, on the one hand, and to Jefferies, on the other hand, shall be deemed
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to be in the same proportion as (i) the total transaction value of the Transaction or the proposed Transaction bears to (ii) all fees actually received by Jefferies in connection with the Agreement. The Debtors agree to reimburse the Indemnified Persons for all expenses (including, without limitation, fees and expenses of counsel), including all costs and expenses (including expenses of counsel) incurred by an Indemnified Person to enforce the terms of this Schedule A, as they are incurred in connection with investigating, preparing, defending or settling any Action for which indemnification or contribution has or is reasonably likely to be sought by the Indemnified Person, whether or not in connection with litigation in which any Indemnified Person is a named party; provided that if any such reimbursement is determined by a final, non-appealable judgment by a court or arbitral tribunal, to have resulted solely from Jefferies gross negligence or willful misconduct, such Indemnified Person shall promptly repay such amount to the Debtors. If any of Jefferies professional personnel appears as witness, is deposed or is otherwise involved in the defense of any Action against Jefferies, the Debtors or the Debtors affiliates, officers, managers, directors or employees, the Debtors will pay Jefferies a fee at a rate of $400 to $800 per hour (such rate to be based on the seniority and experience, in Jefferies reasonable discretion, of such personnel) with respect to each hour of preparation for any such appearance, and the Debtors will reimburse Jefferies for all reasonable out-of-pocket expenses incurred by Jefferies by reason of any of its personnel being involved in any such Action. To the extent that the Bankruptcy Court retains jurisdiction over this matter, all requests of Indemnified Persons for payment of indemnity or contribution, shall be made by means of an interim or final fee application and shall be subject to approval of, and review by the Bankruptcy Court to ensure that such payment conforms to the terms of the engagement letter and this schedule, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and other orders of the Bankruptcy Court, and is reasonable based on the circumstances of the litigation or settlement in respect of which indemnity or contribution is sought. The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability the Debtors may have to any Indemnified Person at common law or otherwise, (ii) shall survive the expiration or termination of the Agreement or completion of Jefferies services hereunder, (iii) shall apply to any modification of Jefferies engagement, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Jefferies or any other Indemnified Person, (v) shall be binding on any successor or assign of the Debtors and successors or assigns to the Debtors business and assets and (vi) shall inure to the benefit of any successor or assign of any Indemnified Person.

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EXHIBIT C Certification of Leon Szlezinger

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

CERTIFICATION LEON SZLEZINGER, under penalty of perjury, certifies and says: 1. I am a Managing Director of Jefferies & Company, Inc. (Jefferies), an

investment banking firm with its principal office located at 520 Madison Avenue, New York, NY 10022 with offices located world-wide. Jefferies has acted as financial advisor to and rendered professional services on behalf of the Official Committee of Unsecured Creditors (the Creditors Committee) appointed in the Chapter 11 cases of Innkeepers USA Trust and its affiliated debtors and debtors in possession (collectively, the Debtors). 2. This certification is submitted in support of Jefferies fourth interim and final

application (the Application), pursuant to (i) Sections 330 and 331 of Title 11 of the United States Code, (ii) Rule 2016 of the Federal Rules of Bankruptcy Procedure, (iii) Administrative Order M-389, Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases (the Amended Guidelines), (iv) the Order of this Court, dated August 12, 2010, Establishing Procedures for Monthly Compensation and Reimbursement of Expenses for Professionals and Members of Official Committees, (v) the guidelines promulgated by the Office of the United States Trustee applicable to the Application

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for compensation and reimbursement of expenses (the U.S. Trustee Guidelines) and (vi) the Order of this Court, dated October 1, 2010, Approving the Employment of Jefferies & Company, Inc. as Financial Advisor to the Official Committee of Unsecured Creditors, for the final allowance of compensation for services rendered and for reimbursement of expenses incurred in connection therewith during the period from July 30, 2010 through October 27, 2011. 3. I hereby certify that: a) b) I have read the Application. To the best of my knowledge, information and belief formed after a reasonable inquiry, the fees and disbursements sought in the Application fall within the Amended Guidelines and the U.S. Trustee Guidelines, as modified by any orders of this Court, except as specifically noted in this Certification and in the Application. c) The fees and disbursements sought are billed at rates and in accordance with practices customarily employed by Jefferies and generally accepted by Jefferies clients. d) In providing a reimbursable service, Jefferies does not make a profit on that service, whether the service is performed by Jefferies in-house or through a third party. 4. Jefferies has provided the United States Trustee for the Southern District of New

York and attorneys for the Debtors with a statement of Jefferies fees and expenses accrued during the previous periods, although due to administrative limitations, such statements were not always provided within the timetables set forth in the Amended Guidelines.

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5.

This Application is being served upon: (i) this Court; (ii) the Office of the United

States Trustee; (iii) the Debtors and their counsel; (iv) counsel for the Creditors' Committee; (v) counsel to Midland Loan Services, a division ofPNB Bank, N.A.; and (vi) counsel to Certain Prepetition Lenders.

I certify under penalty of perjury that the foregoing is true and correct. Dated: New York, New York November 22,2011

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EXHIBIT D Schedule of Jefferies Professionals

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Jefferies & Company, Inc.


Summary of Hours Worked
Fourth Interim Period
August 1, 2011 - October 27, 2011

Name Leon Szlezinger Frank Merola Alexander Rohan John D'Amico Patrick Morrow

Position Managing Director, Recapitalization and Restructuring Group Managing Director, Recapitalization and Restructuring Group Sr. Vice President, Recapitalization and Restructuring Group Associate, Recapitalization and Restructuring Group Analyst, Recapitalization and Restructuring Group Total

Hours Worked 29.0 17.0 53.0 63.0 82.5 244.5

Other Jefferies professionals who participated but do not keep hours: Justin DeSpirito Joseph Allgor Legal Counsel Legal Counsel

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Jefferies & Company, Inc.


Summary of Hours Worked
Final Application Period
July 30, 2010 - October 27, 2011

Name Leon Szlezinger Frank Merola Alexander Rohan John D'Amico Sunil Suri Patrick Morrow Scott Sublett

Position Managing Director, Recapitalization and Restructuring Group Managing Director, Recapitalization and Restructuring Group Sr. Vice President, Recapitalization and Restructuring Group Associate, Recapitalization and Restructuring Group Associate, Generalist Analyst, Recapitalization and Restructuring Group Analyst, Recapitalization and Restructuring Group Total

Hours Worked 466.5 196.5 614.0 1,127.0 291.5 945.0 247.0 3,887.5

Other Jefferies professionals who participated but do not keep hours: Justin DeSpirito Joseph Allgor Legal Counsel Legal Counsel

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EXHIBIT E Statements of Actual and Necessary Expenses

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Jefferies & Company, Inc. Actual and Necessary Expenses for Fourth Interim Period from August 1, 2011 through October 27, 2011

EXPENSES: Courier Meals Presentation Services Transportation Ground TOTAL $35.00 $211.78 $182.00 $193.45 $622.23

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Jefferies & Company, Inc. Actual and Necessary Expenses for Final Application Period from July 30, 2010 through October 27, 2011

EXPENSES: Accommodations Courier Data Retrieval Legal Fees Meals Phone / Fax Presentation Services Printing Services Research Transportation Air Transportation Ground Crediting TOTAL $3,526.69 $35.00 $443.91 $19,942.99 $4,655.50 $31.19 $4,536.00 $1,776.50 $1,390.00 $3,386.09 $3,892.81 ($9,311.00) $34,305.68

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NAME PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW

CATEGORY Meals Meals Meals Transportation - Ground Meals Transportation - Ground Transportation - Ground

DESCRIPTION Overtime Meal Overtime Meal Overtime Meal OT Taxi - Office to Home Overtime Meal Taxi - Home to Court Subway - Court to Office

Total:

DATE AMOUNT 8/22/2011 $20.00 8/25/2011 $20.00 8/30/2011 $11.70 8/30/2011 $18.50 8/31/2011 $20.00 8/31/2011 $12.80 8/31/2011 $2.25 $105.25

BANKER PATRICK T. MORROW RAYMOND NG PATRICK T. MORROW CHRISTINA HAYES PATRICK T. MORROW SCOTT MCNEELY PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW

CATEGORY Meals Presentation Services Meals Presentation Services Transportation - Ground Presentation Services Transportation - Ground Meals Transportation - Ground Meals

DESCRIPTION Overtime Meal Create/Edit Presentation Overtime Meal Create/Edit Presentation OT Taxi- Office to Home Create/Edit Presentation OT Taxi- Office to Home Overtime Meal OT Taxi- Office to Home Overtime Meal

DATE AMOUNT 9/12/2011 $20.00 9/12/2011 $38.00 9/13/2011 $10.40 9/13/2011 $10.00 9/15/2011 $9.50 9/16/2011 $134.00 9/16/2011 $9.20 9/19/2011 $20.00 9/19/2011 $45.00 9/20/2011 $20.00

Total:

$316.10

BANKER PATRICK T. MORROW FEDERAL EXPRESS CORPORATION PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW

CATEGORY Transportation - Ground Courier Meals Transportation - Ground Transportation - Ground Meals Meals Transportation - Ground Transportation - Ground Transportation - Ground Meals Meals Transportation - Ground Transportation - Ground

DESCRIPTION OT Taxi - Office to Home Deliver Hearing Binder to A. Rohan Meal While at Hearing Taxi - Court to Office Taxi - Home to Court Overtime Meal Overtime Meal OT Taxi - Office to Home Subway - Court to Office Taxi - Home to Court Overtime Meal Meal While at Hearing Subway - Court to Office Taxi - Home to Court

Total:

DATE AMOUNT 10/5/2011 $11.10 10/6/2011 $35.00 10/6/2011 $4.84 10/6/2011 $29.50 10/6/2011 $15.50 10/7/2011 $20.00 10/11/2011 $20.00 10/11/2011 $10.30 10/11/2011 $2.25 10/11/2011 $13.00 10/12/2011 $20.00 10/12/2011 $4.84 10/12/2011 $2.25 10/12/2011 $12.30 $200.88

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EXHIBIT F Summary of Jefferies Time Records

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Jefferies & Company, Inc.


August 2011
Banker Date Leon Szlezinger Leon Szlezinger 8/2/2011 Leon Szlezinger 8/3/2011 Leon Szlezinger 8/4/2011 Leon Szlezinger 8/5/2011 Leon Szlezinger 8/10/2011 Leon Szlezinger 8/12/2011 Leon Szlezinger 8/15/2011 Leon Szlezinger 8/16/2011 Leon Szlezinger 8/17/2011 Leon Szlezinger 8/23/2011 Leon Szlezinger 8/29/2011 Leon Szlezinger 8/30/2011 Leon Szlezinger 8/31/2011 August 2011 Summary Hours for Leon Szlezinger Frank Merola Frank Merola 8/10/2011 Frank Merola 8/23/2011 Frank Merola 8/30/2011 Frank Merola 8/31/2011 August 2011 Summary Hours for Frank Merola Alexander Rohan Alexander Rohan 8/2/2011 Alexander Rohan 8/3/2011 Alexander Rohan 8/4/2011 Alexander Rohan 8/5/2011 Alexander Rohan 8/10/2011 Alexander Rohan 8/12/2011 Alexander Rohan 8/15/2011 Alexander Rohan 8/16/2011 Alexander Rohan 8/17/2011 Alexander Rohan 8/18/2011 Alexander Rohan 8/23/2011 Alexander Rohan 8/24/2011 Alexander Rohan 8/26/2011 Alexander Rohan 8/29/2011 Alexander Rohan 8/30/2011 Alexander Rohan 8/31/2011 August 2011 Summary Hours for Alexander Rohan John D'Amico John D'Amico 8/1/2011 John D'Amico 8/2/2011 John D'Amico 8/3/2011 John D'Amico 8/4/2011 John D'Amico 8/5/2011 John D'Amico 8/9/2011 John D'Amico 8/10/2011 John D'Amico 8/12/2011 John D'Amico 8/17/2011 John D'Amico 8/22/2011 John D'Amico 8/23/2011 John D'Amico 8/26/2011 John D'Amico 8/29/2011 John D'Amico 8/30/2011 John D'Amico 8/31/2011 August 2011 Summary Hours for John D'Amico Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Hours 0.50 0.50 1.00 0.50 1.00 0.50 0.50 1.00 1.00 1.50 0.50 1.50 1.00 11.00 Review hearing agenda Correspondence regarding case Internal discussions re: going effective Follow-up discussions re: closing Review and discuss filings Internal discussions re: case status Internal discussions re: closing Follow-up internally re: closing; review filings Extensive discussions re: case Committee call; internal discussions re: next steps Discuss case status UCC call; discussions w/ counsel re: Cerberus termination Discuss adversary filings and case progress Comments

0.50 1.00 1.50 1.00 4.00

Correspondence re: case Committee call; follow-up conversations Committee call; internal discussions re: closing Internal discussion re: status conference and next steps

1.00 1.50 1.00 1.00 1.00 0.50 1.00 1.00 1.00 0.50 2.50 0.50 0.50 3.00 3.00 4.00 23.00

Review filings and discuss same; internal discussions re: omnibus hearing Discuss Cerberus bid; follow-up correspondence w/ counsel Internal discussions re: closing and case status Follow-up discussions re: closing; review filings Review and discuss case internally Internal discussions re: closing and case status Call w/ counsel re: closing issues and status Follow-up internally re: closing; review filings Internal and counsel discussions re: MAC clause Review analysis; discuss same Committee call; internal discussions re: case status and next steps; call w/ Debtors' advisors re: status Review filings Review/discuss filings Preparation for UCC call; discuss case status; review complaint and industry research Participate in weekly call; internal discussions/discussions w/ counsel re: Cerberus termination Attend status conference; review/discuss proposal; review adversary filings; review counsel correspondence

1.00 1.50 2.50 0.50 1.00 0.50 1.00 1.00 1.50 1.00 2.00 1.00 1.00 2.00 4.00 21.50

Review distribution status w/ counsel; discuss same internally; review filings Discussions re: effective dates and case status; attend omnibus hearing Discussions re: claims reconciliation and distributions; UCC call; internal discussions re: bid status Conversations re: closing Review filings; discuss case status internally Correspondence re: effective date and distributions Discussions re: case Review filings Review MAC clause and extensive discussions re: same Review materials to discuss on weekly call; internal discussions re: same Weekly UCC call; internal discussions re: case status Review of industry performance Preparation for UCC call; weekly call; internal discussions re: closing / termination UCC call; internal discussions re: termination and case status Attend status conference re: Cerberus litigation; review filings and discuss same

8/1/2011 8/2/2011 8/3/2011 8/5/2011 8/9/2011 8/10/2011 8/12/2011 8/16/2011 8/17/2011 8/18/2011 8/19/2011 8/22/2011 8/23/2011 8/24/2011 8/25/2011 8/26/2011 8/29/2011 8/30/2011 8/31/2011

1.00 2.00 1.50 0.50 0.50 0.50 0.50 0.50 1.00 1.50 0.50 2.00 2.00 0.50 2.50 0.50 1.00 3.50 3.00 25.00

Review Anaheim effective date documents and discuss same; review docket and circulate filings; internal discussions re: distributions Internal discussions re: effective dates for debtor entities; discussions re: closing; attend omnibus hearing Internal discussions / analysis re: claims reconciliation Review docket and circulate filings Discussions re: closing Internal correspondence re: MAC clause Review docket and circulate filings Review docket and circulate filings Review asset purchase agreement and summarize MAC clause for team; discussions re: same Analysis re: Debtors' operating metrics; discuss same internally Review docket and circulate filings Circulate article re: Cerberus termination; discuss same; finalize April / May monthly fee statement and correspondence w/ MoFo re: same Committee call; discussions re: case status and Cerberus bid; review Debtors' status report Review docket and circulate filings Review industry research; related analysis and discussions Review docket and circulate filings Review adversary case docket and circulate filings; internal discussions re: same; Committee call prep Committee call; related discussions and follow-up re: Cerberus bid status; prepare and review Innkeepers' comp set; discuss same internally; correspondence w/ S. Molison re: third interim fee application; circulate notice of status conference Review Cerberus letter; internal discussions re: same; attend status conference re: Cerberus litigation; review/circulate exclusivity motion; review adversary docket and circulate filings

August 2011 Summary Hours for Patrick Morrow

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September 2011
Banker Date Leon Szlezinger Leon Szlezinger 9/1/2011 Leon Szlezinger 9/5/2011 Leon Szlezinger 9/6/2011 Leon Szlezinger 9/8/2011 Leon Szlezinger 9/12/2011 Leon Szlezinger 9/14/2011 Leon Szlezinger 9/15/2011 Leon Szlezinger 9/16/2011 Leon Szlezinger 9/19/2011 Leon Szlezinger 9/20/2011 Leon Szlezinger 9/28/2011 Leon Szlezinger 9/29/2011 September 2011 Summary Hours for Leon Szlezinger Frank Merola Frank Merola 9/1/2011 Frank Merola 9/8/2011 Frank Merola 9/16/2011 Frank Merola 9/19/2011 Frank Merola 9/20/2011 Frank Merola 9/28/2011 Frank Merola 9/29/2011 September 2011 Summary Hours for Frank Merola Alexander Rohan Alexander Rohan 9/1/2011 Alexander Rohan 9/5/2011 Alexander Rohan 9/8/2011 Alexander Rohan 9/12/2011 Alexander Rohan 9/13/2011 Alexander Rohan 9/14/2011 Alexander Rohan 9/15/2011 Alexander Rohan 9/16/2011 Alexander Rohan 9/19/2011 Alexander Rohan 9/20/2011 Alexander Rohan 9/28/2011 Alexander Rohan 9/29/2011 September 2011 Summary Hours for Alexander Rohan John D'Amico John D'Amico 9/1/2011 John D'Amico 9/5/2011 John D'Amico 9/6/2011 John D'Amico 9/7/2011 John D'Amico 9/8/2011 John D'Amico 9/9/2011 John D'Amico 9/12/2011 John D'Amico 9/13/2011 John D'Amico 9/14/2011 John D'Amico 9/15/2011 John D'Amico 9/16/2011 John D'Amico 9/19/2011 John D'Amico 9/20/2011 John D'Amico 9/27/2011 John D'Amico 9/29/2011 September 2011 Summary Hours for John D'Amico Patrick Morrow Patrick Morrow 9/1/2011 Patrick Morrow 9/5/2011 Patrick Morrow 9/6/2011 Patrick Morrow 9/7/2011 Patrick Morrow 9/8/2011 Patrick Morrow 9/9/2011 Patrick Morrow 9/12/2011 Patrick Morrow 9/13/2011 Patrick Morrow 9/14/2011 Patrick Morrow 9/15/2011 Patrick Morrow 9/16/2011 Patrick Morrow 9/19/2011 Patrick Morrow 9/20/2011 Patrick Morrow 9/27/2011 Patrick Morrow 9/28/2011 Patrick Morrow 9/29/2011 September 2011 Summary Hours for Patrick Morrow Hours 1.00 1.00 1.00 1.00 0.50 0.50 1.00 0.50 1.00 0.50 1.00 1.00 10.00 Comments Case update discussions Discussions re: discovery request Review filings; internal discussions re: case status UCC call; follow-up internal discussions Internal discussions re: case status Internal discussions re: hearing Review responsive materials; discussions re: discovery Internal discussions re: case status Compile responses to discovery Review/discuss objection; additional internal discussions re: case status Case update discussions Internal discussions re: case status

1.00 1.00 1.50 1.00 0.50 1.00 1.00 7.00

Case status discussions re: adversary hearing UCC call; related internal discussions re: case status Review discovery related materials Finalize discovery production Internal discussions re: case status Review filings; discuss case status Case update discussions

1.00 1.00 2.00 1.00 0.50 3.50 1.00 0.50 1.00 1.00 0.50 1.50 14.50

Discuss case status and review related materials Discussions re: discovery request UCC call; related internal discussions re: case status; internal discussions re: discovery issues Review filings and discuss status of case Review hearing agenda Attend hearing; internal discussions re: interim fee application; provide comments to same Segregate responsive materials; discussions re: discovery request Internal discussions re: case status Finalize document production; internal discussions re: same Review Trustee objection; internal discussions re: case status Review filings; discuss status of adversary proceeding Internal discussions re: case status; correspondence w/ counsel re: same

1.50 1.00 1.00 1.00 1.50 1.00 0.50 0.50 3.00 0.50 1.00 1.50 1.00 0.50 1.00 16.50

Review adversary hearing materials; discuss case status Discussions re: discovery request; segregate discovery documents Segregate responsive materials re: discovery request; review filings Discussions w/ counsel re: Defendants' subpoena; internal discussions re: same Committee call; related internal discussions re: case status; internal discussions and correspondence w/ counsel re: discovery issues Internal discussions re: interim fee application; review and provide comments to same Review filings and discuss status of case Review filings Attend exclusivity hearing; internal discussions re: case update Review filings; discussions re: discovery request Review responsive materials; internal discussions re: case status Review discovery documents; internal discussions re: same; correspondence w/ counsel Review UST objection; internal discussions re: case status; review filings Review filings; discuss same Correspondence w/ counsel re: case status; internal discussions re: same; review filings

2.00 1.00 1.00 1.00 2.00 3.00 3.50 1.00 3.50 2.00 2.00 2.50 1.00 1.00 1.00 1.00 28.50

Review hearing materials; correspondence w/ counsel re: fee application; prepare/finalize monthly fee application Internal discussions re: discovery request; review responsive materials Review responsive documents/emails re: discovery request; review docket and circulate filings Review subpoena and discuss same internally; review document and circulate filings and key dates to team Committee call; related internal discussions re: case status; internal discussions and correspondence w/ counsel re: discovery issues Prepare interim fee application; internal discussions and correspondence w/ counsel re: same Prepare/finalize monthly fee application; discussions w/ counsel re: same; preparation of interim fee application; review filings Discussions w/ counsel re: interim fee application; internal discussions re: same; review docket and circulate filings Attend exclusivity hearing; finalize interim fee application Review docket and circulate filings; discussions re: discovery and responsive documents; compile repsonsive documents Discovery related requests; discussions re: case status Finalize discovery production; internal discussions re: same; read WSJ article on case update; review correspondence w/ counsel Review UST objection and summarize same; internal discussions re: case status; review docket and circulate additional filings Review amended complaint and discuss same internally Review docket and circulate filings; review Committee motion to intervene Correspondence w/ counsel re: case status; internal discussions re: same; review docket and circulate filings

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October 2011
Banker Date Leon Szlezinger Leon Szlezinger 10/3/2011 Leon Szlezinger 10/5/2011 Leon Szlezinger 10/6/2011 Leon Szlezinger 10/7/2011 Leon Szlezinger 10/10/2011 Leon Szlezinger 10/12/2011 Leon Szlezinger 10/17/2011 Leon Szlezinger 10/20/2011 Leon Szlezinger 10/24/2011 Leon Szlezinger 10/27/2011 October 2011 Summary Hours for Leon Szlezinger Frank Merola Frank Merola 10/3/2011 Frank Merola 10/6/2011 Frank Merola 10/11/2011 Frank Merola 10/12/2011 Frank Merola 10/20/2011 Frank Merola 10/21/2011 Frank Merola 10/27/2011 October 2011 Summary Hours for Frank Merola Alexander Rohan Alexander Rohan 10/3/2011 Alexander Rohan 10/4/2011 Alexander Rohan 10/5/2011 Alexander Rohan 10/6/2011 Alexander Rohan 10/7/2011 Alexander Rohan 10/10/2011 Alexander Rohan 10/11/2011 Alexander Rohan 10/12/2011 Alexander Rohan 10/17/2011 Alexander Rohan 10/20/2011 Alexander Rohan 10/27/2011 October 2011 Summary Hours for Alexander Rohan John D'Amico John D'Amico 10/3/2011 John D'Amico 10/4/2011 John D'Amico 10/5/2011 John D'Amico 10/6/2011 John D'Amico 10/7/2011 John D'Amico 10/10/2011 John D'Amico 10/11/2011 John D'Amico 10/12/2011 John D'Amico 10/13/2011 John D'Amico 10/17/2011 John D'Amico 10/19/2011 John D'Amico 10/20/2011 John D'Amico 10/21/2011 John D'Amico 10/24/2011 October 2011 Summary Hours for John D'Amico Patrick Morrow Patrick Morrow 10/3/2011 Patrick Morrow 10/4/2011 Patrick Morrow 10/5/2011 Patrick Morrow 10/6/2011 Patrick Morrow 10/7/2011 Patrick Morrow 10/10/2011 Patrick Morrow 10/11/2011 Patrick Morrow 10/12/2011 Patrick Morrow 10/17/2011 Patrick Morrow 10/19/2011 Patrick Morrow 10/20/2011 Patrick Morrow 10/27/2011 October 2011 Summary Hours for Patrick Morrow Hours 1.00 1.00 1.00 0.50 1.00 1.00 0.50 1.00 0.50 0.50 8.00 Comments Discussions w/ team re: case status Review filings; internal discussions re: case status Internal discussions re: closing Various correspondence Internal discussions re: analysis; review filings; internal discussions re: closing Various correspondence Internal discussions re: case status Discussions w/ team and counsel re: closing Internal discussions Discussions and correspondence re: closing

1.00 1.00 1.00 0.50 0.50 1.00 1.00 6.00

Discussions re: closing Internal discussions re: hearing and case update Internal discussions re: case update; review hearing agenda Internal discussions re: closing Review hearing agenda and discussions re: closing Internal discussions re: case update Internal discussions re: closing

1.00 2.00 3.50 1.50 1.00 1.50 2.00 1.00 0.50 1.00 0.50 15.50

Internal discussions Review filings Prep for hearing; extensive review of filings and pleadings Attend hearing; follow-up discussions re: closing Internal discussions re: case status and next steps Internal discussions re: claims; review analysis; review filings Attend hearing; follow-up discussions re: closing; review hearing agenda and related filings Internal discussions re: hearing/closing; follow-up discussions re: closing Internal discussions re: case status Correspondence w/ counsel re: closing; internal discussions re: same Discussions and correspondence re: closing

4.00 1.00 1.00 2.00 1.00 2.50 3.50 2.50 0.50 1.00 1.00 1.00 3.50 0.50 25.00

Review filings; correspondence w/ counsel re: claims; review analysis and discuss same internally Review filings and related hearing prep; internal discussions re: closing Review hearing agenda; discussions re: case status Attend hearing; internal discussions re: same; review filings Review filings; internal discussions re: closing Correspondence w/ counsel re: claims and damages; internal discussions and analysis re: same; review analysis Review new closing documents; internal discussions re: closing and related issues; attend hearing; discussions re: same Attend hearing; internal discussions re: same; review filings Review filings Review filings and case status Review fee application; review additional filings Review hearing agenda; discuss closing and plan modifications Correspondence w/ counsel re: claims and closing; review order approving plan modifications; attend hearing Various correspondence

5.00 1.00 3.00 2.50 3.00 3.50 4.00 2.50 1.50 1.00 1.00 1.00 29.00

Review docket and circulate filings; internal discussions re: case status; correspondence w/ AlixPartners re: trade claims Internal discussions re: hearing; review docket and circulate filings; review closing materials Review/circulate hearing agenda; prepare hearing binders and review filings Attend hearing; related internal discussions; review docket and circulate filings Review fee order and circulate to team; review pretrial brief; internal discussions re: case status Review damages provisions and related analysis/discussions; additional analysis re: claims and related internal discussions Review revised term sheet/commitment letter; discuss same internally; review closing issues; attend hearing; discuss case update Review article on Fixed/Floating plan; internal discussions re: same; attend hearing; discuss case update Review stipulation; review docket and circulate to team; internal discussions re: case status Correspondence w/ counsel re: August fee application; review plan modification motion; discuss same Finalize August fee application and correspondence w/ counsel re: same; circulate hearing agenda Review correspondence re: closing; review notice of Effective Date; internal discussions re: fees