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Hearing Date and Time: June 7, 2011 at 2:00p.m.

(Prevailing Eastern Time) Objection Deadline: May 30, 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 SECOND INTERIM FEE APPLICATION REQUEST OF JEFFERIES & COMPANY, INC., FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST, ET. AL., FOR INTERIM ALLOWANCE OF COMPENSATION AND FOR THE REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED DURING THE PERIOD FROM DECEMBER 1, 2010 THROUGH MARCH 31, 2011 This is a(n): __x__ interim _____ final application.

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which Compensation and Reimbursement Is Sought: Amount of Compensation Sought as Actual, Reasonable, and Necessary: Amount of Expense Reimbursement Sought as Actual, Reasonable, and Necessary:

Jefferies & Company, Inc. Official Committee of Unsecured Creditors October 1, 2010 (nunc pro tunc to July 30, 2010) December 1, 2010 through March 31, 2011 $500,000.001 $4,075.66

PLEASE TAKE NOTICE THAT you can receive a copy of the Interim Application of Jefferies & Company, Inc. for the Period December 1, 2010 to March 31, 2011 (the Application) by: (a)

This amount represents 100% of the fees incurred between December 1, 2010 and March 31, 2011.

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. Summary of Monthly Applications for Interim Period: Requested Date Filed 4/7/11 4/13/11 5/13/11 5/13/11 Period Covered 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 Fees $125,000.00 $125,000.00 $125,000.00 $125,000.00 Expenses $1,497.86 $0.00 $6,167.192 $2,999.04 ($6,588.43) Fees $100,000.00 $100,000.00 $0.00 $0.00 Paid Expenses $1,497.86 $0.00 $0.00 $0.00

Summary of Any Objections to Monthly Applications: None PLEASE TAKE FURTHER NOTICE that, pursuant to the Courts 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 Interim 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 4:00 p.m. prevailing Eastern Time on May 30, 2011. If no objections to the Interim Application are timely filed, the Court may enter an order granting the Interim Application without a hearing
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This amount includes 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 credits an additional $6,588.43 in legal fees and meal expenses that were reduced during the First Interim Period per the request of the United States Trustee. The total amount of expenses reduced during the First Interim Period is $9,311.00.
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Hearing Date and Time: June 7, 2011 at 2:00p.m. (Prevailing Eastern Time) Objection Deadline: May 30, 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 SECOND INTERIM APPLICATION OF JEFFERIES & COMPANY, INC., FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST, ET. AL., FOR INTERIM ALLOWANCE OF COMPENSATION AND FOR THE REIMBURSEMENT OF EXPENSES FOR SERVICES RENDERED DURING THE PERIOD FROM DECEMBER 1, 2010 THROUGH MARCH 31, 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 second 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 M389, 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 1

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 interim allowance of compensation for services rendered and for reimbursement of expenses incurred in connection therewith during the period from December 1, 2010 through March 31, 2011 (the Second Interim 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 The members of the Creditors Committee are: JMC Global, PDQ Consulting, Inc., Triangle Renovations USA, American Hotel Registry Company and The Eric Ryan Corporation.

RETENTION OF JEFFERIES 4. 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 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. 5. On September 23, 2010, Midland Loan Services, Inc. (Midland) filed an

objection to the Jefferies Retention Application. 6. objection. 7. On October 1, 2010, the Court entered the Final Retention Order, which On September 28, 2010, the Creditors Committee filed a response to Midlands

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 8. 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 Bankruptcy Court, a monthly fee (the Monthly Fee) equal to $125,000 per month, being deemed to have accrued beginning on July 30, 2010. 4

9.

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. 10. Pursuant to the Final Retention Order and the Monthly Compensation Order,

during the Second 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. 11. On April 7, 2011, Jefferies filed the Fourth Monthly Fee Statement, covering the

period from December 1, 2010 through and including December 31, 2010, and served it upon the notice parties. No objections were received and on May 11, 2011, Jefferies received a payment of $101,497.86, which represents 80% of total fees and 100% of total expenses for the Fourth Monthly Fee Statement. 12. On April 13, 2011, Jefferies filed the Fifth Monthly Fee Statement, covering the

period from January 1, 2011 through and including January 31, 2011, and served it upon the notice parties. No objections were received and on May 11, 2011, Jefferies received a payment of $100,000.00, which represents 80% of total fees and 100% of total expenses for the Fifth Monthly Fee Statement. 13. On May 13, 2011, Jefferies filed the Sixth Monthly Fee Statement, covering the

period from February 1, 2011 through and including February 28, 2011, and served it upon the notice parties. 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 Sixth Monthly Fee Statement because the objection period has not yet passed. 14. On May 13, 2011, Jefferies filed the Seventh Monthly Fee Statement, covering

the period from March 1, 2011 through and including March 31, 2011, and served it upon the notice parties. 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 Seventh Monthly Fee Statement because the objection period has not yet passed 15. The amounts payable to Jefferies for services rendered during the Second Interim

Period are set forth below.


Requested Fees (100%) $125,000.00 $125,000.00 $125,000.00 $125,000.00 $500,000.00 Requested Expenses (100%) $1,497.86 $0.00 $6,167.19 $2,999.04 ($6,588.43) $4,075.66 Total Requested $126,497.86 $125,000.00 $131,167.19 $127,999.04 ($6,588.43) $504,075.66 Fees Previously Paid $100,000.00 $100,000.00 $0.00 $0.00 $200,000.00 Expenses Previously Paid $1,497.86 $0.00 $0.00 $0.00 $1,497.86 Fees Held Back (20%) $25,000.00 $25,000.00 $25,000.00 $25,000.00 $100,000.00

Month December 2010 January 2011 February 2011 March 2011 Expense Crediting TOTAL

RELIEF REQUESTED 16. By this Application, Jefferies seeks entry of an order: (i) granting interim

allowance and award of compensation for the professional services rendered by it as financial advisor for the Creditors Committee during the Second Interim Period, consisting of fees in the amount of $500,000.00, plus reimbursement of actual and necessary expenses incurred by Jefferies during the Second Interim Period in the amount of $4,075.66 for a total of $504,075.66; and (ii) authorizing and directing the Debtors to make payment in respect of 100% of such fees and expenses.

17.

As stated in the certification of Leon Szlezinger, annexed hereto as Exhibit C, all

of the services for which interim compensation is sought herein were rendered for or on behalf of the Creditors Committee in connection with these Chapter 11 Cases. 18. 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. 19. The fees charged by Jefferies during the Second Interim 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. 20. 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 Second Interim Period, 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. 21. 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. 22. In addition to the fees and expenses described in the U.S. Trustee Guidelines,

Jefferies incurred legal expenses that were not duplicative of the services performed by the

Creditors Committees counsel. Reimbursement of such legal fees are expressly covered under paragraph 5 of the Engagement Letter, which was approved pursuant to the Final Retention Order. Jefferies retained outside counsel during the Second Interim Period for services covering an objection to its First Interim Fee Application. A copy of the invoice detailing the legal fees incurred by Jefferies is annexed hereto as Exhibit F. 23. Pursuant to the Final Retention Order and the U.S. Trustee Guidelines, a summary

of Jefferies time records for the Second Interim Period is annexed hereto as Exhibit G. 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 Second Interim Period. 24. To the extent that any fees or expenses were incurred by Jefferies during the

Second 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.

SUMMARY OF SERVICES RENDERED 25. 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. 26. Jefferies provided a wide variety of investment banking, financial and

restructuring advisory services for the Creditors Committee during the Second Interim Period, including, but not limited to the following: Performance of Due Diligence 27. 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, environmental liabilities, contractual obligations, potential business divestitures and employees. Jefferies also reviewed and analyzed the various motions filed by the Debtors and other parties in interest. 28. 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.

Committee Meetings 29. During the Second Interim 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, the Ad Hoc Equity Committee 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 findings of its various due diligence activities and analyses and to update the Creditors Committee on the Debtors financial performance. General Corporate Finance 30. 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. 31. Additional Jefferies activities included responding to questions by individual

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

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Communications with Non-Committee Creditors 32. Throughout the Second Interim Period, Jefferies participated in

conversations/meetings with representatives of creditor constituencies that do not serve on the Creditors Committee. Jefferies communicated with these parties, on behalf of the Creditors Committee, and responded to concerns and issues regarding the Chapter 11 Cases. Jefferies provided the Creditors Committee with regular updates on these discussions. Meetings and Analysis Conducted with the Creditors Committee, the Debtors, Midland Loan Services, Inc., other Parties-in-Interest and other Professionals in these Chapter 11 Cases 33. 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 and the ongoing discussions and meetings between the Debtors. Analysis and Diligence of 2007 Transaction 34. During the Second Interim Period, Jefferies continued its analysis of the Debtors

2007 LBO transaction. 35. 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. 11

Claims Analysis 36. Jefferies extensively reviewed and analyzed the claims filed against the Debtors

to determine the feasibility of a consensual plan of reorganization that would be fair to all unsecured creditors. 37. 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. Sale Process 38. Jefferies prepared and provided the Debtors advisors with an extensive list of

potential buyers. Jefferies also participated in numerous discussions with the Debtors advisors regarding sale process updates and status. The Creditors Committee counsel and members were also provided with updates pertaining to these discussions. Potential Settlement with Debtors 39. During the Second Interim 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 Cases. General Chapter 11 Administration 40. 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.

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THE REQUESTED COMPENSATION SHOULD BE ALLOWED 41. 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 (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.

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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). 42. 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 43. As set forth in Exhibit E hereto, Jefferies expended $4,075.66 in out-of-pocket

expenses relating to its professional services during the Second Interim Period. These charges are intended to cover Jefferies direct operating costs related to this engagement, which costs are not incorporated into Jefferies aggregate fees. 44. 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

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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 45. 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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EXHIBIT A Final Retention Order

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

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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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.

(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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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.

(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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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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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.

(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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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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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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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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Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. Septembers, 2010 Page 10 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 Sziezin^er Title: Managing Director Accepted and Agreed: OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF INNKEEPERS USA TRUST

By
Name: Keith Venezie Title: Co-Chair

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SCHEDULE A 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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SCHEDULE A 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

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 second interim 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 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 interim allowance of compensation for services rendered and for reimbursement of expenses incurred in connection therewith during the period from December 1, 2010 through March 31, 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.

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 of PNB Bank, N.A.; and (vi) counsel to Certain Prepetition Lenders.

EXHIBIT D Schedule of Jefferies Professionals

Jefferies & Company, Inc.


Summary of Hours Worked
December 1, 2010 - March 31, 2011

Name Leon Szlezinger Frank Merola

Position Managing Director, Recapitalization and Restructuring Group Managing Director, Recapitalization and Restructuring Group

Hours Worked 177.5 79.5 208.5 429.0 59.0 475.5 Total 1,429.0

Alexander Rohan Senior Vice President, Recapitalization and Restructuring Group John D'Amico Sunil Suri Patrick Morrow Associate, Recapitalization and Restructuring Group Associate, Generalist Analyst, Recapitalization and Restructuring Group

Other Jefferies professionals who participated but do not keep hours: Justin Despirito Legal Counsel

EXHIBIT E Statements of Actual and Necessary Expenses

Jefferies & Company, Inc. Actual and Necessary Expenses for Second Interim Period from December 1, 2010 through March 31, 2011

EXPENSES: Accommodations Data Retrieval Legal Fees Meals Presentation Services Printing Services Research Transportation Air Transportation Ground Credit5 TOTAL $955.25 $443.91 $1,320.00 $2,022.62 $2,284.00 $834.00 $990.00 $3,119.19 $1,417.69 ($9,311.00) $4,075.66

Jefferies respectfully credits $2,722.57 in legal fees and meal expenses that were reduced during the First Interim Period per the request of the United States Trustee.

BANKER
RUBEN ECHEVARRIA PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW SUNIL SURI JOHN D'AMICO PATRICK T. MORROW SUNIL SURI SUNIL SURI SUNIL SURI JOHN D'AMICO SUNIL SURI PATRICK T. MORROW PACER SERVICE CENTER PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW TOM HASSELWANDER TOM HASSELWANDER PATRICK T. MORROW ALEX GARCIA PATRICK T. MORROW PATRICK T. MORROW RAYMOND NG TOM HASSELWANDER PATRICK T. MORROW PATRICK T. MORROW ALEX GARCIA ALEX GARCIA LAMAR MYERS NIAMBI WILLIAMS PATRICK T. MORROW NIAMBI WILLIAMS PATRICK T. MORROW RAYMOND NG EUGENE CORLEY LEE ZAKOW TOM HASSELWANDER TOM HASSELWANDER TOM HASSELWANDER NGOZI OKEREKE TOM HASSELWANDER LEE ZAKOW ROLAND SIN

CATEGORY
Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Transportation - Ground Data Retrieval Meals Meals Transportation - Ground Presentation Services Presentation Services Transportation - Ground Presentation Services Transportation - Ground Transportation - Ground Presentation Services Presentation Services Transportation - Ground Transportation - Ground Presentation Services Presentation Services Presentation Services Presentation Services Transportation - Ground Presentation Services Transportation - Ground Presentation Services Presentation Services Presentation Services Presentation Services Presentation Services Presentation Services Presentation Services Presentation Services Presentation Services Presentation Services

DESCRIPTION
Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal OT Taxi- Office to Home Docket Search Charges Weekend OT Meal Overtime Meal OT Taxi- Office to Home Create/Edit Presentation Create/Edit Presentation OT Taxi- Office to Home Create/Edit Presentation OT Taxi- Office to Home OT Taxi- Office to Home Create/Edit Presentation Create/Edit Presentation OT Taxi- Office to Home OT Taxi- Office to Home Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation OT Taxi- Office to Home Create/Edit Presentation OT Taxi- Office to Home Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation Create/Edit Presentation

DATE 12/6/2010 12/7/2010 12/8/2010 12/8/2010 12/9/2010 12/9/2010 12/10/2010 12/10/2010 12/13/2010 12/14/2010 12/15/2010 12/16/2010 12/27/2010 12/31/2010 1/1/2011 1/2/2011 1/2/2011 1/6/2011 1/7/2011 1/7/2011 1/11/2011 1/12/2011 1/12/2011 1/13/2011 1/14/2011 1/14/2011 1/14/2011 1/17/2011 1/18/2011 1/18/2011 1/18/2011 1/18/2011 1/18/2011 1/19/2011 1/20/2011 1/21/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/23/2011 1/28/2011 1/29/2011 1/31/2011

AMOUNT
$20.00 $20.00 $20.00 $20.00 $14.09 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $8.30 $103.44 $17.62 $17.09 $11.90 $72.00 $90.00 $13.20 $90.00 $10.87 $11.10 $8.00 $50.00 $12.70 $39.05 $36.00 $28.00 $68.00 $40.00 $11.70 $26.00 $12.80 $92.00 $40.00 $20.00 $40.00 $68.00 $24.00 $60.00 $42.00 $56.00 $24.00

Total:

$1,497.86

BANKER JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW SUNIL SURI JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW ALEXANDER V ROHAN JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW

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

DESCRIPTION OT Taxi- Office to Home OT Taxi- Office to Home (AM) Taxi to Meeting Taxi to Office OT Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home Weekend Taxi- Office to Home Weekend Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home (AM) OT Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home (AM) Overtime Meal Overtime Meal OT Taxi- Office to Home OT Taxi- Office to Home (AM) Overtime Meal OT Taxi- Office to Home OT Taxi- Office to Home (AM) Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal OT Taxi- Office to Home Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal OT Taxi- Office to Home Overtime Meal

DATE 12/1/2010 12/1/2010 12/1/2010 12/1/2010 12/2/2010 12/7/2010 12/8/2010 12/10/2010 12/11/2010 12/13/2010 12/13/2010 12/14/2010 1/3/2011 1/3/2011 1/3/2011 1/3/2011 1/4/2011 1/4/2011 1/4/2011 1/5/2011 1/5/2011 1/5/2011 1/5/2011 1/6/2011 1/6/2011 1/6/2011 1/6/2011 1/6/2011 1/7/2011 1/7/2011 1/8/2011 1/8/2011 1/9/2011 1/10/2011 1/10/2011 1/11/2011 1/11/2011 1/11/2011 1/12/2011 1/12/2011 1/13/2011 1/13/2011 1/14/2011 1/14/2011 1/14/2011 1/14/2011 1/18/2011 1/18/2011 1/18/2011 1/19/2011 1/19/2011 1/20/2011 1/20/2011

AMOUNT $9.90 $12.50 $10.70 $16.40 $16.00 $10.70 $11.20 $12.00 $9.90 $16.40 $13.90 $12.00 $12.40 $11.10 $18.13 $7.27 $10.30 $8.80 $20.00 $10.70 $8.70 $5.54 $20.00 $10.70 $20.00 $8.20 $17.20 $20.00 $20.00 $20.00 $11.20 $17.09 $17.31 $11.60 $20.00 $10.70 $12.64 $12.24 $12.13 $12.64 $12.13 $13.33 $20.00 $20.00 $20.00 $0.06 $11.10 $20.00 $20.00 $10.70 $20.00 $10.70 $20.00

BANKER JOHN D'AMICO ALEXANDER V ROHAN PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO ALEXANDER V ROHAN JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW RAYMOND NG JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW TOM HASSELWANDER PATRICK T. MORROW NGOZI OKEREKE NIAMBI WILLIAMS PATRICK T. MORROW PATRICK T. MORROW Meals Meals Meals

CATEGORY Overtime Meal Overtime Meal Overtime Meal

DESCRIPTION

DATE 1/20/2011 1/21/2011 1/21/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/22/2011 1/23/2011 1/23/2011 1/23/2011 1/23/2011 1/23/2011 1/23/2011 1/23/2011 1/24/2011 1/24/2011 1/25/2011 1/25/2011 1/26/2011 1/26/2011 1/26/2011 1/26/2011 1/27/2011 1/27/2011 1/28/2011 1/28/2011 1/30/2011 1/30/2011 1/30/2011 1/31/2011 1/31/2011 1/31/2011 2/1/2011 2/1/2011 2/2/2011 2/2/2011 2/3/2011 2/4/2011 2/5/2011 2/5/2011 2/5/2011 2/5/2011 2/7/2011 2/7/2011 2/7/2011 2/7/2011

AMOUNT $20.00 $20.00 $20.00 $11.90 $10.60 $10.60 $11.10 $14.40 $11.40 $11.90 $18.09 $15.76 $20.00 $20.00 $10.70 $12.80 $11.40 $11.00 $17.80 $18.01 $20.00 $10.70 $20.00 $15.00 $13.20 $15.00 $10.30 $11.90 $20.00 $20.00 $20.00 $20.00 $20.00 $10.60 $11.00 $11.40 $18.76 $6.63 $20.00 $11.90 $20.00 $20.00 $20.00 $68.00 $20.00 $11.80 $13.00 $88.00 $18.11 $56.00 $16.00 $12.25 $12.82

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

Weekend Return Taxi- Office to Home Weekend Return Taxi- Home to Office Weekend Taxi- Office to Home Weekend Taxi- Home to Office Weekend Taxi- Return to Office Weekend Taxi- Office to Home Weekend Taxi- Home to Office Overtime Meal Overtime Meal Overtime Meal Overtime Meal Weekend Taxi- Office to Home Weekend Taxi- Home to Office Weekend Taxi- Office to Home Weekend Taxi- Home to Office Overtime Meal Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal OT Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home (AM) OT Taxi- Office to Home Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Weekend Taxi- Office to Home Weekend Taxi- Home to Office Weekend Taxi- Office to Home Overtime Meal Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal Overtime Meal Overtime Meal Create/edit presentation Overtime Meal Weekend Taxi- Office to Home Weekend Taxi- Home to Office Create/edit presentation Overtime Meal Create/edit presentation Create/edit presentation Overtime Meal Overtime Meal

BANKER JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW ROLAND SIN SCOTT MCNEELY JOHN D'AMICO PATRICK T. MORROW FRANK A. MEROLA PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW NGOZI OKEREKE NIAMBI WILLIAMS PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW FRANK A. MEROLA PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW ALEXANDER V ROHAN PATRICK T. MORROW EUGENE CORLEY PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW LAMAR MYERS NGOZI OKEREKE FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA ALEXANDER V ROHAN ALEXANDER V ROHAN DAVID BRACKUS FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA Meals

CATEGORY Overtime Meal Transportation - Ground Transportation - Ground Presentation Services Presentation Services Meals Transportation - Ground Transportation - Air Transportation - Ground Transportation - Ground Meals Transportation - Ground Transportation - Ground Transportation - Ground Meals Meals Transportation - Air Transportation - Ground Transportation - Ground Transportation - Ground Meals Meals Transportation - Ground Transportation - Ground Meals Meals Presentation Services Transportation - Ground Transportation - Ground Transportation - Ground Meals Meals Transportation - Ground Transportation - Ground Meals Presentation Services Presentation Services Accommodations Accommodations Accommodations Transportation - Air Transportation - Air Transportation - Ground Accommodations Accommodations Accommodations Meals Transportation - Ground Research Accommodations Accommodations Accommodations Meals

DESCRIPTION OT Taxi- Office to Home OT Taxi- Office to Home (AM) Create/edit presentation Create/edit presentation Overtime Meal OT Taxi - Office to Home 50% Coach class flight - LAX to Miami to LGA OT Taxi - Office to Home OT Taxi- Office to Home Overtime Meal Expense Distribution Expense Distribution OT Taxi - Office to Home Overtime Meal Overtime Meal 50% Coach class flight - Miami to DFW to LGA Subway from Deposition to Office OT Taxi- Office to Home Subway to Deposition Overtime Meal Overtime Meal Subway to Deposition Subway from Deposition to Office Overtime Meal Overtime Meal Create/edit presentation Weekend Taxi- Return to Office Weekend Taxi- Office to Home Weekend Taxi- Home to Office Overtime Meal Overtime Meal Weekend Taxi- Office to Home Weekend Taxi- Home to Office Overtime Meal Create/edit presentation Create/edit presentation Hotel Tip Hotel Room Hotel Tax Unused Ticket Refund 50% Roundtrip coach class flight - LAX to JFK Taxi - Hotel to Airport Hotel Tax Hotel Tip Hotel Room Team Dinner - 4 attendees OT Car Service- Office to Home Research Report Charge Hotel Room Hotel Tax Hotel Tip Meal While Traveling

DATE 2/7/2011 2/8/2011 2/8/2011 2/8/2011 2/8/2011 2/9/2011 2/10/2011 2/11/2011 2/11/2011 2/14/2011 2/14/2011 2/15/2011 2/15/2011 2/15/2011 2/16/2011 2/16/2011 2/17/2011 2/17/2011 2/17/2011 2/17/2011 2/17/2011 2/17/2011 2/18/2011 2/18/2011 2/18/2011 2/18/2011 2/19/2011 2/19/2011 2/19/2011 2/19/2011 2/19/2011 2/19/2011 2/20/2011 2/20/2011 2/20/2011 2/21/2011 2/21/2011 2/22/2011 2/22/2011 2/22/2011 2/22/2011 2/22/2011 2/22/2011 2/23/2011 2/23/2011 2/23/2011 2/24/2011 2/24/2011 2/24/2011 2/24/2011 2/24/2011 2/24/2011 2/24/2011

AMOUNT $20.00 $11.20 $11.00 $26.00 $284.00 $20.00 $13.90 $832.69 $8.90 $14.30 $20.00 $60.75 $60.43 $11.90 $20.00 $20.00 $1,072.90 $2.25 $11.90 $2.25 $20.00 $20.00 $2.25 $2.25 $4.67 $20.00 $30.00 $11.70 $12.00 $17.90 $15.97 $20.00 $11.80 $11.50 $17.65 $70.00 $122.00 $2.50 $162.50 $25.72 ($709.05) $1,059.80 $18.83 $25.72 $2.50 $162.50 $80.00 $110.42 $495.00 $162.50 $25.72 $2.50 $20.00

BANKER PATRICK T. MORROW ROLAND SIN PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW FRANK A. MEROLA NIAMBI WILLIAMS PATRICK T. MORROW PATRICK T. MORROW DAVID BRACKUS FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA NIAMBI WILLIAMS RAYMOND NG CHRISTINA HAYES FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA RAYMOND NG FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA PATRICK T. MORROW PATRICK T. MORROW FRANK A. MEROLA FRANK A. MEROLA FRANK A. MEROLA PATRICK T. MORROW PATRICK T. MORROW RUBEN ECHEVARRIA ALEXANDER V ROHAN PATRICK T. MORROW PATRICK T. MORROW NIAMBI WILLIAMS PATRICK T. MORROW LAMAR MYERS NGOZI OKEREKE Total

CATEGORY Transportation - Ground Printing Services Transportation - Ground Transportation - Ground Transportation - Ground Transportation - Ground Transportation - Air Presentation Services Transportation - Ground Transportation - Ground Research Accommodations Accommodations Accommodations Meals Presentation Services Presentation Services Presentation Services Accommodations Accommodations Accommodations Transportation - Ground Presentation Services Accommodations Accommodations Accommodations Meals Transportation - Ground Transportation - Ground Accommodations Meals Transportation - Ground Transportation - Ground Transportation - Ground Printing Services Transportation - Ground Transportation - Ground Transportation - Ground Presentation Services Transportation - Ground Presentation Services Presentation Services

DESCRIPTION OT Taxi- Office to Home Print client documents OT Taxi- Office to Home OT Taxi- Office to Home (AM) Weekend Taxi- Office to Home Weekend Taxi- Home to Office 50% One-way business class flight to JFK to LAX Create/edit presentation Weekend Taxi- Office to Home Weekend Taxi- Home to Office Research Report Charge Hotel Tip Hotel Room Hotel Tax Meal While Traveling Create/edit presentation Create/edit presentation Create/edit presentation Hotel Tax Hotel Tip Hotel Room Taxi- Airport to Hotel Create/edit presentation Hotel Room Hotel Tax Hotel Tip Meal While Traveling OT Taxi- Office to Home OT Taxi- Office to Home (AM) Hotel Tip Meal While Traveling Airport Parking OT Taxi- Office to Home OT Taxi- Office to Home Print client documents Taxi- Office to Hearing OT Taxi- Office to Home OT Taxi- Office to Home Create/edit presentation OT Taxi- Office to Home Create/edit presentation Create/edit presentation

DATE 2/24/2011 2/24/2011 2/25/2011 2/25/2011 2/26/2011 2/26/2011 2/27/2011 2/27/2011 2/27/2011 2/27/2011 3/1/2011 3/1/2011 3/1/2011 3/1/2011 3/1/2011 3/1/2011 3/1/2011 3/2/2011 3/2/2011 3/2/2011 3/2/2011 3/2/2011 3/2/2011 3/3/2011 3/3/2011 3/3/2011 3/3/2011 3/3/2011 3/3/2011 3/4/2011 3/4/2011 3/4/2011 3/5/2011 3/6/2011 3/7/2011 3/10/2011 3/14/2011 3/17/2011 3/21/2011 3/21/2011 3/22/2011 3/22/2011

AMOUNT $8.90 $124.20 $15.50 $13.50 $10.60 $10.60 $862.85 $4.00 $11.10 $12.70 $495.00 $1.67 $108.33 $17.14 $19.30 $26.00 $4.00 $48.00 $17.14 $1.67 $108.33 $29.45 $2.00 $108.33 $17.14 $1.67 $20.00 $11.50 $11.00 $1.67 $9.09 $35.67 $11.60 $7.50 $144.00 $9.25 $11.10 $7.40 $102.00 $11.60 $36.00 $84.00 $8,889.76

BANKER SUNIL SURI SUNIL SURI SUNIL SURI SUNIL SURI SNR DENTON US LLP JOHN D'AMICO JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO NIAMBI WILLIAMS PATRICK T. MORROW JOHN D'AMICO PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW JOHN D'AMICO JOHN D'AMICO AHMED MASTAFA PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW PATRICK T. MORROW AHMED MASTAFA ROLAND SIN CHRISTINA HAYES PACER SERVICE CENTER NGOZI OKEREKE CHRISTOPHER VELAZQUEZ

CATEGORY Transportation - Ground Transportation - Ground Transportation - Ground Transportation - Ground Legal Services Meals Meals Meals Meals Meals Meals Meals Meals Transportation - Ground Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Meals Printing Services Presentation Services Presentation Services Data Services Presentation Services Printing Services

DESCRIPTION OT Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home OT Taxi- Office to Home (AM) Services (1/31/11-2/1/11) Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal OT Taxi- Office to Home Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Overtime Meal Print Client Documents Create/Edit Presentations Create/Edit Presentations PACER Docket Charges Create/Edit Presentations Print Client Documents

DATE

12/14/2010 12/15/2010 12/16/2010 12/16/2010 2/1/2011 2/21/2011 2/22/2011 2/25/2011 2/25/2011 2/26/2011 2/27/2011 2/28/2011 2/28/2011 3/1/2011 3/1/2011 3/1/2011 3/2/2011 3/2/2011 3/3/2011 3/3/2011 3/4/2011 3/7/2011 3/7/2011 3/8/2011 3/10/2011 3/16/2011 3/17/2011 3/21/2011 3/22/2011 3/22/2011 4/4/2011 4/4/2011 4/7/2011 4/11/2011 4/25/2011 4/26/2011 4/26/2011 4/28/2011

Total:

AMOUNT $6.32 $6.78 $5.50 $6.70 $1,320.00 $20.00 $20.00 $20.00 $20.00 $16.92 $16.15 $14.25 $20.00 $60.47 $12.13 $20.00 $20.00 $20.00 $20.00 $13.78 $20.00 $20.00 $20.00 $20.00 $20.00 $10.70 $15.34 $13.38 $13.26 $12.24 $5.49 $19.36 $55.50 $142.00 $90.00 $340.47 $12.00 $510.30 $2,999.04

EXHIBIT F Invoice for Legal Services

PrintMatterInvoiceDetailPage
Invoice Number: System Id: Invoice Date: Service Start Date: Service End Date: Status: Vendor: Address: City: Country: State/Province: Zip/Post: 1283793 5055216 3/29/2011 1/31/2011 2/1/2011 Processed SNR Denton US LLP 7800 Willis Tower 233 South Wacker Drive Chicago United States Illinois 60606-6448 Matter Name: Matter Number: Client Billed: Address: City: Country: State/Province: Zip/Post: Client Tax Reg.: Innkeepers USA 901 Jefferies & Company, Inc. 520 Madison Avenue New York City United States New York 10022 95-2622900 Currency Type: Gross Amount: Vendor Adjustments: Billed Amount: Reviewer Adjustments: ITP Adjustments: Sub Total: Tax: Total: Processing Discount: Vendor Total: Credit: Tax Credit: Total with Credit: USD $1,320.00 $0.00 $1,320.00 $0.00 $0.00 $1,320.00 $0.00 $1,320.00 $0.00 $1,320.00 $0.00 $0.00 $1,320.00

Page 1 of 1

Vendor Tax Reg.: 36-1796730 Billing Office Name: Invoice Description: Interim Line Items Date Net Timekeeper Task Activity Work Location Narrative

Rate Units

Vendor ITP Reviewer Amount Adjustment Adjustment Adjustment

1/31/2011

Labuda, Thomas B170

A104

Review UST objection to fee application; analyze and work on response; UNITED STATES calls and emails with (US) Jefferies re same.`

$660.00 1.50

$990.00

$0.00

$0.00

$0.00 $990.00

Flags Flag The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item rate does not match approved rates Conference P. Morrow re UST objection; work on UNITED STATES possible response re (US) same.

2/1/2011

Labuda, Thomas B170

A106

$660.00 0.50

$330.00

$0.00

$0.00

$0.00 $330.00

Flags Flag The rate for the referenced timekeeper exceeds assigned rate for that timekeeper in TyMetrix 360.. Partner: Invoice line item rate does not match approved rates

5/10/2011

EXHIBIT G Summary of Jefferies Time Records

Jefferies & Company, Inc.


December 1, 2010 - December 31, 2010
November 1, 2009 - November 31, 2009 Banker Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Date 12/1/2010 12/2/2010 12/3/2010 12/6/2010 12/7/2010 12/8/2010 12/9/2010 12/10/2010 12/13/2010 12/14/2010 12/15/2010 12/16/2010 12/20/2010 12/22/2010 12/27/2010 12/28/2010 12/29/2010 12/30/2010 Hours 3.50 2.50 3.00 4.00 2.00 3.50 2.50 2.00 3.50 2.00 2.50 4.50 5.00 3.50 2.50 3.50 2.50 1.50 54.00 Description Weekly UCC call; review weekly presentation; various correspondence Review and internal discussions re: cash forecast and transaction documents Comments to and discussions re: transaction analysis Review transaction analysis and selected transaction documents Internal discussions and correspondence re: transaction analysis and case Review selected transaction documents and various correspondence Various correspondence and discussions re: case Discussions re: plan process update; various correspondence re: same Review filings for omnibus hearing and related discussions Omnibus hearing; internal discussions re: Plan process Review weekly presentation; weekly UCC call; various correspondence Review/internal discussions re: transaction documents; various correspondence re: same Call with MoFo; internal discussions re: claims and transaction analysis Review/internal discussions re: claims; various correspondence re: same Review of property analysis; internal discussion re: same Review of transaction analysis; correspondence regarding property and transaction analysis Review/internal discussions re: claims; various correspondence re: same Review recent filings and internal discussions re: claims analysis

December 1, 2010 - December 31, 2010 Summary Hours for Leon Szlezinger Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola

12/1/2010 12/3/2010 12/7/2010 12/13/2010 12/14/2010 12/15/2010 12/20/2010 12/27/2010 12/30/2010

1.50 2.00 2.00 0.50 1.00 2.50 0.50 2.50 1.00 13.50

Weekly UCC call; various correspondence and discussions Review transaction analysis; discussions re: same Internal discussions re: transaction analysis; review docket and filings Review case related documents and filings Various correspondence and discussions re: Plan process Weekly UCC call; internal discussions ; various correspondence; review weekly presentation Various correspondence and discussions Review of property analysis; internal discussion Review case filings and related documents

December 1, 2010 - December 31, 2010 Summary Hours for Frank Merola Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan

12/1/2010 12/2/2010 12/3/2010 12/6/2010 12/7/2010 12/8/2010 12/9/2010 12/10/2010 12/13/2010 12/14/2010 12/15/2010 12/16/2010 12/17/2010 12/20/2010 12/21/2010 12/27/2010 12/28/2010 12/29/2010 12/30/2010

3.50 6.00 2.00 3.00 3.50 1.50 5.50 3.50 1.50 3.00 4.50 3.50 1.50 2.50 1.50 3.50 4.50 2.50 3.50 60.50

Weekly UCC call; discussions re: transaction and review related analysis; comment on weekly presentation Review transaction analysis and comments/internal discussions re: same; correspondence re: cash forecast Correspondence / internal discussions re: document production Comments to transaction analysis; review and internal discussions re: same Review filings and internal discussions re: same; call with MoFo; review transaction analysis Various correspondence and internal discussions Review filings; comments to transaction analysis; review same Review Debtors' financial analysis; various discussions and correspondence re: same Review filings for omnibus hearing and related discussions; internal discussions and various correspondence Omnibus hearing; discussions re: Plan process Weekly UCC call; comments to weekly presentation; internal discussions and various correspondence; review transaction analysis Various correspondence and internal discussions re: transaction and case Review of transaction documents Comments to analysis re: claims; internal discussions and various correspondence re: same; call with MoFo Correspondence / internal discussions re: transaction documents Review of property analysis; review of selected transaction documents Review of property analysis; review of transaction documents Review claims analysis; internal discussions re: same; review recent filings Review docket and related discussions; discussions re: claims analysis

December 1, 2010 - December 31, 2010 Summary Hours for Alexander Rohan John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico

12/1/2010 12/2/2010 12/3/2010 12/5/2010 12/6/2010 12/7/2010 12/8/2010 12/9/2010 12/10/2010 12/11/2010 12/13/2010 12/14/2010 12/15/2010 12/16/2010 12/17/2010 12/20/2010 12/27/2010 12/28/2010 12/29/2010 12/30/2010 12/31/2010

11.00 9.00 4.50 8.50 7.00 2.50 4.50 5.50 3.50 2.00 0.50 2.50 1.00 7.50 4.50 3.50 7.50 4.50 3.00 5.50 3.00 101.00

Review/comments to weekly presentation; Weekly UCC call; review Debtors' cash forecast; analysis re: transaction documents Review of case filings; review transaction documents Review transaction documents; internal discussions re: same Review transaction documents Review transaction documents; related analysis; internal discussions re: same Call with MoFo and internal discussions re: transaction; review transaction documents; review docket and circulate filings Review of documents and information book ; analysis re: same; internal discussions re: revised settlement proposal; related analysis Research and document review re: transaction and related analysis; correspondence re: same Analysis re: Plan process; internal discussions re: same; review Moelis model; review plan process update Review industry research reports and perform related analysis Review filings and hearing agenda Preparation for omnibus hearing; update weekly presentation; internal discussions re: same; discussions re: Plan process Weekly UCC call; finalize weekly presentation Various correspondence; research/transaction analysis Review of transaction documents Call with MoFo; internal discussions re: objections and trade claims; related analysis Property analysis; review of transaction documents Review transaction documents; internal discussions re: same; property analysis Continue review of transaction documents; review and discussions re: Alix and Omni claims Review of transaction documents; correspondence with MoFo re: transaction Various correspondence re: flash reports; perform related analysis

December 1, 2010 - December 31, 2010 Summary Hours for John D'Amico Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri Sunil Suri

12/1/2010 12/2/2010 12/3/2010 12/4/2010 12/5/2010 12/6/2010 12/7/2010 12/8/2010 12/9/2010 12/10/2010 12/11/2010 12/13/2010 12/14/2010 12/15/2010 12/20/2010 12/21/2010 12/27/2010 12/28/2010

8.00 5.00 3.50 2.00 1.50 7.00 2.50 4.00 4.50 3.50 2.00 4.00 2.50 2.00 0.50 3.00 1.50 2.00 59.00

Update weekly presentation; Weekly UCC call; review Debtors' cash forecast; review transaction documents and related analysis Review transaction documents Review transaction documents Review transaction documents Review transaction documents; related analysis; internal discussions re: same Review transaction documents Call with MoFo and Internal discussions re: transaction; review transaction documents Review of documents and preparation of information book ; analysis re: same; internal discussions re: revised settlement proposal; Research and document review re: transaction and related analysis; correspondence re: same Internal discussions re: Plan process; review Moelis model; review plan process update Review industry research reports and perform related analysis Preparation of weekly presentation Preparation of weekly presentation Weekly UCC call; internal discussions re: same Call with MoFo Review transaction documents Review transaction documents Review transaction documents; internal discussions re: same

December 1, 2010 - December 31, 2010 Summary Hours for Sunil Suri

Jefferies & Company, Inc.


December 1, 2010 - December 31, 2010
November 1, 2009 - November 31, 2009 Banker 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 Patrick Morrow Date 12/1/2010 12/2/2010 12/3/2010 12/4/2010 12/5/2010 12/6/2010 12/7/2010 12/8/2010 12/9/2010 12/10/2010 12/11/2010 12/13/2010 12/14/2010 12/15/2010 12/18/2010 12/20/2010 12/28/2010 12/29/2010 12/30/2010 12/31/2010 Hours 8.50 6.50 8.00 6.50 5.00 6.50 2.50 7.50 4.50 3.50 2.00 5.00 1.50 6.50 0.50 3.00 6.50 8.00 6.00 5.50 103.50 Description Finalize weekly presentation; Weekly UCC call; review Debtors' cash forecast; review transaction documents and related analysis Review transaction documents; review docket and circulate filings Review transaction documents; related analysis; various correspondence re: same Review transaction documents; related analysis; review docket and circulate filings Review transaction documents; related analysis; internal discussions re: same and preparation of information books Review transaction documents; related analysis; review docket and circulate filings Call with MoFo and Internal discussions re: transaction; review transaction documents; review docket and circulate filings Review of documents and preparation of information book ; analysis re: same; internal discussions re: revised settlement proposal; Research and document review re: transaction and related analysis; correspondence re: same Analysis re: Plan process; internal discussions re: same; review Moelis model; review plan process update Review industry research reports and perform related analysis Create weekly presentation and related analysis; circulate hearing agenda and related filings; call w/ MoFo Preparation of weekly presentation; internal discussions re: same; omnibus hearing Finalize weekly presentation; Weekly UCC call; review Moelis presentation and internal discussions re: same; review docket and circulatedocket and circulate filings Review filings Call with MoFo; correspondence re: objections; review and analysis re: trade claims Review transaction documents; internal discussions re: same; review claims and perform related analysis Review of transaction documents; discussions re: claims Review of transaction documents; correspondence with MoFo re: transaction Various correspondence re: flash reports; perform related analysis, internal discussions re: same

December 1, 2010 - December 31, 2010 Summary Hours for Patrick Morrow

Jefferies & Company, Inc.


January 1, 2011 - January 31, 2011
November 1, 2009 - November 31, 2009 Banker Leon Szlezinger Date Hours Description

Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger
January 1, 2011 - January 31, 2011 Summary Hours for Leon Szlezinger Frank Merola

1/3/2011 1/4/2011 1/5/2011 1/6/2011 1/7/2011 1/10/2011 1/11/2011 1/12/2011 1/13/2011 1/14/2011 1/18/2011 1/19/2011 1/20/2011 1/21/2011 1/24/2011 1/25/2011 1/26/2011 1/27/2011 1/28/2011 1/31/2011

0.50 2.50 1.50 2.50 3.00 0.50 1.00 1.00 3.50 1.00 2.00 4.50 3.00 2.50 5.00 3.50 2.00 1.00 2.00 1.00
43.50

Review industry/Company analysis; related discussions re: same; review filings Review transaction presentation; internal discussions re: same; review weekly presentation draft Weekly UCC call; internal discussions Review transaction analysis; internal discussion Review transaction analysis; preparation for MoFo meeting; internal discussions re: same Internal discussions re: UCC standing motion; correspondence re: same Internal meeting re: investigation; review filings Internal discussions re: investigation; discussions re: professional fees Discussions re: motion; review transaction documents and analysis Correspondence w/ MoFo and UCC members re: investigation; review and discussions re: Plan Review analyses; review bid procedures; review transaction presentation Weekly UCC call; meeting w/ MoFo re: transaction Correspondence w/ MoFo; review transaction documents and buyers log and internal discussions re: same Review claims analysis and internal discussions re: same Meeting w/ MoFo re: transaction; internal discussions and various correspondence Internal discussion and revisions to analysis re: same; correspondence w/ MoFo re: claims; review hearing agenda Review/comments to bidding procedures analysis; omnibus hearing Internal discussions and comments re: claims update Internal discussions re: objection; internal meeting re: presentation; review filings Comments to transaction analysis; discussions re: objection

Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola
January 1, 2011 - January 31, 2011 Summary Hours for Frank Merola Alexander Rohan

1/4/2011 1/5/2011 1/7/2011 1/11/2011 1/12/2011 1/14/2011 1/18/2011 1/21/2011 1/25/2011 1/27/2011 1/28/2011 1/31/2011

0.50 1.00 1.00 1.00 1.50 1.00 1.50 1.00 1.00 1.00 2.00 1.50
14.00

Review transaction presentation/analysis; internal discussions re: same Weekly UCC call; internal discussions Review documents for MoFo meeting; internal discussions re: same; review filings Internal meeting re: investigation Internal discussions re: investigation; review filings Discussions re: investigation; review and discussions re: Plan Review transaction presentation Review claims analysis and internal discussions re: same; final review of buyer's log and internal discussions re: same Internal discussion re: claims; review filings and omnibus hearing agenda Internal discussions re: claims update; review filings Internal meeting re: transaction presentation Internal discussions re: UST objection to fees; review transaction analysis

Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan
January 1, 2011 - January 31, 2011 Summary Hours for Alexander Rohan

1/3/2011 1/4/2011 1/5/2011 1/6/2011 1/7/2011 1/10/2011 1/11/2011 1/12/2011 1/13/2011 1/14/2011 1/18/2011 1/19/2011 1/20/2011 1/21/2011 1/24/2011 1/25/2011 1/26/2011 1/27/2011 1/28/2011 1/31/2011

1.50 2.00 2.00 2.50 1.50 0.50 2.00 2.50 3.50 1.00 4.00 5.50 3.00 3.00 4.50 3.50 2.00 1.00 2.00 1.50
49.00

Review flash report analysis; related discussions re: same Review transaction presentation/analysis; comments to weekly presentation Final comments to weekly presentation; weekly UCC call; internal discussions and related correspondence Review transaction analysis; call w/ Alix re: cash schedules; internal discussion re: cash schedules Review analysis; review documents for MoFo meeting; internal discussions re: same; review filings Internal discussions re: UCC standing motion; correspondence re: same Internal meeting re: investigation; comments to transaction presentation; review filings Internal discussions re: investigation; review updated analysis/presentation; discussions re: professional fees Discussions re: motion; related research; internal meeting re: process update and status; discuss case related reports; review transaction documents and analysis Correspondence w/ MoFo and UCC members re: investigation; review and discussions re: Plan Review claims and lease rejections analyses; review bid procedures and cash collateral motion; review transaction presentation Weekly UCC call; meeting w/ MoFo re: transaction Correspondence w/ MoFo; review transaction documents review industry report analysis ; internal discussions re: claims Review claims analysis and internal discussions re: same; final review of buyer's log and internal discussions Meeting w/ MoFo re: transaction; internal discussions and various correspondence Call w/ Alix re: claims; internal discussion; correspondence w/ MoFo; revisions to transaction presentation; review filings and hearing agenda Review/comments to bidding procedures analysis; comments to transaction presentation Internal discussions and related analysis re: claims update; review filings Review UST objection; internal discussions re: same; internal meeting re: transaction presentation Internal discussions re: UST objection; review transaction analysis

Jefferies & Company, Inc.


January 1, 2011 - January 31, 2011
November 1, 2009 - November 31, 2009 Banker John D'Amico Date Hours Description

John D'Amico John D'Amico John D'Amico John D'Amico

1/3/2011 1/4/2011 1/5/2011 1/6/2011

8.00 4.00 2.50 8.50

Review industry reports; related analysis and discussions re: same; review Company reports; review/comments to weekly presentation; review filings Review industry/Company metrics; update transaction presentation/analysis; internal discussions re: same; revisions to weekly presentation Finalize weekly presentation; weekly UCC call; internal discussions and various correspondence Review transaction documents and related analysis; correspondence w/ Alix re: cash reporting; review industry reports and related analysis; call w/ Alix re: cash schedules; internal discussion/analysis re: same Analysis re: property cash flow; review industry reports; prepare documents for MoFo meeting; internal discussions re: same; review docket and circulate filings Internal discussions re: UCC standing motion; correspondence re: same; prepare transaction analysis Internal meeting re: investigation; update transaction presentation; review docket and circulate filings Internal discussions re: investigation; perform related analysis; prepare investigation presentation; research/discussions re: fees Internal meeting re: process update and status; review transaction documents and analysis for MoFo Correspondence w/ MoFo and UCC members re: investigation; correspondence w/ Alix re: cash balance; preparation of weekly presentation Review transaction documents and related analysis; internal correspondence and discussions re: same; revise weekly presentation Preparation of weekly presentation; correspondence w/ Alix re: cash balance Correspondence w/ Alix re: cash balance; discussions/research/analysis re: lease rejections Final revisions to weekly presentation; weekly UCC call; internal meeting re: transaction presentation; update transaction presentation Correspondence w/ MoFo; review transaction documents review industry reports and related analysis; review Company reports Correspondence w/ Omni re: claims; review claims report and internal discussions Analysis re: trade liability report; internal discussions re: same; preparation of report/analysis Preparation of report/analysis; internal discussions re: same Meeting w/ MoFo re: transaction; internal discussions and various correspondence; update analysis and related research Call w/ Alix re: claims; internal discussion and analysis re: same; review hearing agenda and related filings Correspondence and analysis re: bidding procedures; omnibus hearing; extensive discussions/revisions/analysis re: transaction presentation Internal discussions and related analysis re: claims update Review objection; internal discussions and internal meeting re: transaction presentation Revisions to transaction presentation and related discussions Internal discussion re: filings/important court deadlines Review trade claim liability report; revisions to weekly presentation; internal discussions re: UST objection

John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico
January 1, 2011 - January 31, 2011 Summary Hours for John D'Amico Patrick Morrow

1/7/2011 1/10/2011 1/11/2011 1/12/2011 1/13/2011 1/14/2011 1/15/2011 1/17/2011 1/18/2011 1/19/2011 1/20/2011 1/21/2011 1/22/2011 1/23/2011 1/24/2011 1/25/2011 1/26/2011 1/27/2011 1/28/2011 1/29/2011 1/30/2011 1/31/2011

6.00 3.50 5.50 6.00 9.00 7.50 3.50 4.00 7.50 7.00 4.00 2.00 7.00 6.00 8.00 5.50 3.50 0.50 4.00 2.50 0.50 3.00
129.00

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

1/3/2011 1/4/2011 1/5/2011 1/6/2011 1/7/2011 1/10/2011 1/11/2011 1/12/2011 1/13/2011 1/14/2011 1/15/2011 1/17/2011 1/18/2011 1/19/2011 1/20/2011 1/21/2011 1/22/2011 1/23/2011 1/24/2011 1/25/2011

8.00 4.00 2.50 8.50 6.00 3.50 5.50 6.00 9.00 7.50 3.50 4.00 11.50 7.00 4.50 2.00 10.00 11.00 8.50 4.00

Correspondence w/ Alix re: cash balance; review industry reports; related analysis and discussions re: same; review Company reports; preparation of weekly presentation; review docket and circulate filings Review industry/Company metrics; update transaction presentation/analysis; internal discussions re: same; revisions to weekly presentation Finalize weekly presentation; weekly UCC call; internal discussions and various correspondence Review transaction documents and related analysis; review industry reports and related analysis; call w/ Alix re: cash schedules; internal discussion/analysis Analysis; review industry reports; prepare documents for MoFo meeting; internal discussions re: same; review docket and circulate filings Internal discussions re: UCC standing motion; correspondence re: same; prepare transaction analysis Internal meeting re: investigation; update transaction presentation; review docket and circulate filings Internal discussions re: investigation; perform related analysis; prepare investigation presentation; research/discussions re: fees Discussions re: motion; related research; internal meeting re: process update and status; review caserelated research; preparation of transaction documents and analysis for MoFo Correspondence w/ MoFo and UCC members re: investigation; correspondence w/ Alix re: cash balance; review and discussions re: Plan; preparation of weekly presentation Review transaction documents and related analysis; internal correspondence and discussions re: same; revise weekly presentation Preparation of weekly presentation; correspondence w/ Alix re: cash balance Review Company reports; correspondence w/ Alix re: cash balance; discussions/research/analysis re: lease rejections; summarize bid procedures; update transaction presentation; review cash collateral motion Final revisions to weekly presentation; weekly UCC call; internal meeting re: transaction presentation; update transaction presentation Correspondence w/ MoFo; review transaction documents; review industry reports and related analysis; review Company reports; create buyers log and internal discussions re: same; internal discussions re: claims Correspondence w/ Omni re: claims; review claims report and internal discussions re: same; finalize buyer's log and internal discussions re: same Analysis re: trade liability report; internal discussions re: same; preparation of report/analysis Preparation of report/analysis; internal discussions re: same Meeting w/ MoFo re: transaction; internal discussions and various correspondence; update analysis and related research Call w/ Alix re: claims; internal discussion and analysis re: same; correspondence w/ MoFo re: claims; correspondence w/ Alix re: cash balance; analysis and revisions to transaction presentation; review docket and circulate filings and omnibus hearing agenda Correspondence and analysis re: bidding procedures; omnibus hearing; extensive discussions/revisions/analysis re: transaction presentation Internal discussions and related analysis re: claims update; search docket and circulate filings Review objection; internal discussions re: same; revisions and internal meeting re: transaction presentation Revisions to transaction presentation and related discussions Review docket and circulate filings/important court deadlines Correspondence w/ Alix re: cash balance; review trade claim liability report from Omni; preparation of weekly presentation; internal discussions re: UST objection to fees

Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow

1/26/2011 1/27/2011 1/28/2011 1/29/2011 1/30/2011 1/31/2011

3.00 1.50 2.50 3.00 0.50 4.00

January 1, 2011 - January 31, 2011 Summary Hours for Patrick Morrow

141.00

Jefferies & Company, Inc.


February 1, 2011 - February 28, 2011
November 1, 2009 - November 31, 2009 Banker Leon Szlezinger Date Hours Description

Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger

2/1/2011 2/2/2011 2/4/2011 2/7/2011 2/9/2011 2/10/2011 2/11/2011 2/14/2011

1.50 2.00 1.00 1.50 2.00 2.00 2.50 2.50

Review weekly presentation; internal discussions re: same; internal discussions re: discovery Committee call; internal discussions re: document review Review production; internal discussions re: same Internal discussions re: buyers list; review filings Internal discussions re: transaction; review transaction analysis Review claims analysis and related discussions Call w/ Moelis; internal discussions re: same; review filings Review declaration and related discussions re: deposition; review filings; comments to transaction analysis Review key dates; internal discussions re: same; review claims Review filings and deposition transcript; internal discussions re: same Review bidding procedures and related discussions Review deposition transcript and discussions w/ counsel re: same Review claims analysis; review declaration and misc filings Review weekly presentation; Committee call; forecast call w/ Moelis; review/internal discussions re: transaction analysis Meeting w/ MoFo re: transaction; review/comments to presentation; internal discussions re: same Internal discussions and comments to transaction presentation Comments to transaction analysis

Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger

2/16/2011 2/17/2011 2/18/2011 2/21/2011 2/22/2011 2/23/2011

2.50 2.00 1.50 2.00 3.00 4.50

Leon Szlezinger Leon Szlezinger Leon Szlezinger

2/24/2011 2/25/2011 2/28/2011

6.00 4.50 1.00


42.00

February 1, 2011 - February 28, 2011 Summary Hours for Leon Szlezinger Frank Merola

Frank Merola Frank Merola

2/1/2011 2/2/2011

0.50 2.50

Internal discussions re: discovery Committee call; discussions re: document production; preparation of documents; discussions re: bidding procedures

Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola

2/4/2011 2/7/2011 2/11/2011 2/16/2011 2/17/2011 2/18/2011 2/21/2011 2/22/2011 2/23/2011 2/24/2011 2/25/2011

1.00 1.00 2.00 1.50 1.00 0.50 1.50 1.00 3.50 5.00 1.50
22.50

Internal discussions re: claims; review filings Internal discussions re: buyers list Internal discussions re: forecast; review filings; call w/ Moelis Review key dates; internal discussions re: same; review filings Review declaration and internal discussions re: same Internal discussions re: bid procedures Review deposition transcript and misc filings Review declaration and related filings Committee call; forecast call w/ Moelis; review transaction presentation and comments to same Meeting w/ MoFo re: transaction; internal discussions re: presentation Internal discussions re: transaction; review filings

February 1, 2011 - February 28, 2011 Summary Hours for Frank Merola Alexander Rohan

Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan

2/1/2011 2/2/2011 2/3/2011 2/4/2011 2/7/2011 2/9/2011 2/10/2011 2/11/2011 2/14/2011 2/16/2011 2/17/2011 2/18/2011 2/21/2011 2/22/2011 2/23/2011 2/24/2011 2/25/2011 2/28/2011

2.00 3.00 0.50 2.50 1.00 2.50 3.00 2.50 3.50 2.50 2.00 1.50 2.00 3.00 4.50 7.00 4.50 3.00
50.50

Review weekly presentation; internal discussions re: same; internal discussions re: discovery UCC call; internal discussions re: document review; discussions w/ counsel re: same Review filings Review claims and discuss w/ counsel; review production; internal discussions re: same Internal discussions re: buyers list; review filings Internal discussions re: transaction; comments to analysis Review claims and related discussions Update call w/ Moelis; internal discussions re: same; review filings Review Derrough declaration and related discussions re: deposition; review filings; comments to transaction analysis Review key dates; internal discussions re: same; review claims Review filings and Derrough deposition transcript; internal discussions re: same Review bidding procedures and related discussions Review Derrough deposition transcript and discussions w/ counsel re: same Review and comments to claims analysis; review Bojmel declaration Review weekly presentation; Committee call; forecast call w/ Moelis; review/internal discussions re: transaction analysis Meeting w/ MoFo re: transaction; review/comments to presentation; internal discussions re: same Internal discussions and comments to transaction presentation Review filings; internal discussions re: same; comments to transaction analysis

February 1, 2011 - February 28, 2011 Summary Hours for Alexander Rohan

Jefferies & Company, Inc.


February 1, 2011 - February 28, 2011
November 1, 2009 - November 31, 2009 Banker John D'Amico Date Hours Description

John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico

2/1/2011 2/2/2011 2/3/2011 2/4/2011 2/5/2011 2/7/2011 2/8/2011 2/9/2011 2/10/2011 2/11/2011 2/13/2011 2/14/2011 2/15/2011 2/16/2011 2/17/2011 2/18/2011 2/19/2011 2/20/2011 2/21/2011 2/22/2011 2/23/2011 2/24/2011 2/25/2011 2/26/2011 2/27/2011 2/28/2011

5.00 6.00 2.50 2.00 4.00 3.00 0.50 2.00 1.00 2.50 1.50 9.50 0.50 5.50 2.00 2.00 8.00 9.50 12.50 6.50 8.50 8.50 3.00 5.00 3.00 2.50
116.50

Comments to weekly presentation and related analysis; discussions and review of documents re: discovery request Call w/ MoFo; UCC call; discussions re: bidding procedures and bridge order; review industry research; internal discussions and call w/ counsel re: discovery request Prepare documents re: discovery request; call /w in-house counsel re: same Review claims and discuss w/ counsel; review production Review/comments to transaction analysis and related discussions; review filings Internal discussions re: buyers list; discussions re: cash balance Review filings Review industry research and internal discussions re: same Internal discussions re: claims and related analysis Update call w/ Moelis; internal discussions re: same Internal discussions re: fee response; review declaration and related filings re: deposition Attend Derrough deposition; discussions re: same; discussions re: transaction analysis Review filings Review industry research/analysis; claims analysis and related discussions; review key dates and discussions re: same Review deposition transcript; internal discussions re: depositions Internal discussions re: bidding procedures; discussions re: depositions Review bidding procedures; review/update claims analysis and discussions/correspondence re: same; internal discussions re: leases; update transaction presentation and related analysis Review Company and industry research; discussions re: same; comments to transaction analysis; discussions re: same Claims/overbid analysis and related discussions; correspondence/analysis re: bid procedures; review updated Company forecast; related discussions Prepare weekly presentation and related analysis; correspondence w/ MoFo re: overbid allocation and claims issues; review Company cash balance; analysis and presentation review re: investigation; review Bojmel declaration Finalize weekly presentation; Committee call; forecast call w/ Moelis; review/comments to analysis and related discussions re: transaction Meeting w/ MoFo re: transaction; comments to analysis; internal discussions; review filings Review filings; internal discussions re: same; review/comments to transaction analysis Review/comments to transaction analysis and related discussions Review/comments to transaction analysis and related discussions Review Company and industry research and analysis; internal discussions re: same; internal discussions re: weekly presentation

February 1, 2011 - February 28, 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 Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow Patrick Morrow

2/1/2011 2/2/2011 2/3/2011 2/4/2011 2/5/2011 2/7/2011 2/8/2011 2/9/2011 2/10/2011 2/11/2011 2/13/2011 2/14/2011 2/15/2011 2/16/2011 2/17/2011 2/18/2011 2/19/2011 2/20/2011 2/21/2011 2/22/2011 2/23/2011 2/24/2011 2/25/2011 2/26/2011 2/27/2011 2/28/2011

5.50 6.00 2.50 1.50 4.00 3.00 1.00 4.00 1.00 2.50 0.50 3.00 0.50 4.50 8.50 16.50 10.00 13.00 12.50 6.50 11.00 7.00 3.00 7.00 5.50 3.00
143.00

Work on weekly presentation and related analysis; discussions and preparation of documents re: discovery request Update call w/ MoFo; Committee call; discussions re: bidding procedures and bridge order; review industry research; internal discussions and call w/ counsel re: discovery request Prepare documents re: discovery request; call /w in-house counsel re: same Review claims and discuss w/ counsel; review production; review docket and circulate filings Update transaction analysis and related discussions; review docket and circulate filings Internal discussions re: buyers list; discussions re: cash balance; review docket and circulate filings; correspondence w/ AlixPartners re: cash balance; transaction analysis Review docket and circulate filings; internal discussions re: same; discussions re: UST objection Review industry research; internal discussions re: same; update presentation Internal discussions re: claims and related analysis; discussions re: Stalking Horse Update call w/ Moelis; internal discussions re: same; review docket and circulate filings; correspondence w/ MoFo re: UST objection Internal discussions re: fee response; review docket and circulate filings Prepare transaction analysis backup and presentation; discussions re: same Review docket and circulate filings Review industry research/analysis; perform claims analysis and related discussions; review declarations and related filings re: depositions; circulate key dates to team; analysis re: claims Attend Aebersold deposition; related discussions and diligence; review Derrough deposition transcript; correspondence w/ MoFo re: fee applications Attend Eichen deposition; related discussions and diligence; analysis and internal discussions re: same; analysis and correspondence re: claims Review bidding procedures; update claims analysis and discussions/correspondence re: same; review leases; transaction presentation and related analysis Review research; discussions re: same; update transaction analysis; discussions re: same Claims/overbid analysis and related discussions; correspondence/analysis re: bid procedures; review updated Company forecast and discussions re: same; transaction analysis Prepare weekly presentation and related analysis; various correspondence; review Company cash balance; analysis and presentation review re: investigation; claims analysis Finalize weekly presentation; Committee call; forecast call w/ Moelis; update presentation and analysis re: transaction; related discussions Meeting w/ MoFo re: transaction; finalize presentation for meeting; related discussions and analysis Review docket and circulate filings; internal discussions re: same; update transaction analysis Update transaction analysis and related discussions Update transaction analysis and related discussions Review Company and industry research and analysis; initial preparation of weekly presentation and weekly analysis; internal discussions re: same

February 1, 2011 - February 28, 2011 Summary Hours for Patrick Morrow

Jefferies & Company, Inc.


March 1, 2011 - March 31, 2011
November 1, 2009 - November 31, 2009 Banker Leon Szlezinger Date Hours Description

Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger Leon Szlezinger

3/1/2011 3/2/2011 3/3/2011 3/4/2011 3/9/2011 3/10/2011 3/11/2011 3/15/2011 3/18/2011 3/21/2011 3/28/2011 3/29/2011 3/31/2011

6.50 6.00 7.00 4.00 2.50 4.00 2.00 1.00 1.00 1.00 0.50 1.00 1.50
38.00

Review Transaction analysis; internal discussions re: same; review objection to bidding procedures and related discussions Meeting w/ MoFo re: 2007 Transaction; review Transaction presentation; email correspondence re: Transaction; professionals call; review claims analysis and related discussions Review Transaction analysis; correspondence and discussions re: Transaction; Committee call; review filings Discussions w/ Committee members and MoFo re: status update; review Plan Sponsor offer; internal discussions re: same Settlement discussions Settlement discussions; bidding procedures hearing Settlement discussions Internal discussions re: case status Internal discussions re: case status Internal discussions re: UST objection Review hearing agenda and filings Review hearing summary; internal discussions re: same Internal discussions re: claims; review filings

March 1, 2011 - March 31, 2011 Summary Hours for Leon Szlezinger Frank Merola

Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola Frank Merola

3/1/2011 3/2/2011 3/3/2011 3/4/2011 3/10/2011 3/11/2011 3/16/2011 3/18/2011 3/28/2011 3/29/2011 3/31/2011

4.00 8.00 5.50 4.00 1.00 3.00 0.50 1.00 0.50 1.00 1.00
29.50

Discussions re: Transaction presentation; review objection to bidding procedures and related discussions Meeting w/ MoFo re: 2007 Transaction; review Transaction presentation; email correspondence re: Transaction; professionals call Review Transaction presentation; correspondence and discussions re: Transaction; Committee call; review filings Discussions w/ Committee members and MoFo re: status update; review Plan Sponsor offer and related discussions Internal discussions re: Settlement Settlement discussions Review filings Internal discussions re: case status Review hearing agenda and filings Review hearing summary; internal discussions re: same Internal discussions re: claims

March 1, 2011 - March 31, 2011 Summary Hours for Frank Merola Alexander Rohan

Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan Alexander Rohan

3/1/2011 3/2/2011 3/3/2011 3/4/2011 3/9/2011 3/10/2011 3/11/2011 3/15/2011 3/18/2011 3/21/2011 3/25/2011 3/28/2011 3/29/2011 3/31/2011

7.00 10.50 8.50 5.00 2.50 4.00 2.00 1.00 1.00 1.00 1.50 0.50 1.00 3.00
48.50

Comments to Transaction analysis; internal discussions re: same; review objection to bidding procedures and related discussions Meeting w/ MoFo re: 2007 Transaction; final comments to Transaction presentation; email correspondence re: Transaction; professionals call; review claims analysis and related discussions Comments to Transaction presentation; correspondence and discussions re: Transaction; Committee call; review claims analysis; internal discussions re: same; review filings Discussions w/ Committee members and MoFo re: status update; discussions re: industry research and related correspondence; review Plan Sponsor offer and related analysis/discussions Settlement discussions; review hearing agenda and filings; internal discussions re: Settlement Settlement discussions; bidding procedures hearing Settlement discussions Review filings; internal discussions re: same Internal discussions re: case status Correspondence w/ UST re: objection; internal discussions re: same Internal discussions and review analysis re: KEIP; correspondence w/ counsel re: same Review hearing agenda and filings Review hearing summary; internal discussions re: same Review claims analysis and internal discussions re: same

March 1, 2011 - March 31, 2011 Summary Hours for Alexander Rohan

Jefferies & Company, Inc.


March 1, 2011 - March 31, 2011
November 1, 2009 - November 31, 2009 Banker John D'Amico Date Hours Description

John D'Amico John D'Amico

3/1/2011 3/2/2011

13.00 12.50

Comments to Transaction presentation/analysis; internal discussions re: same; discussions re: industry research; review objection to bidding procedures and related discussions Meeting w/ MoFo re: 2007 Transaction; final comments to Transaction presentation; email correspondence re: Transaction; professionals call; review/comments to claims analysis and related discussions Comments to Transaction presentation; correspondence and discussions re: Transaction; Committee call; claims analysis; internal discussions re: same; extensive correspondence re: same; review filings Discussions w/ Committee members and MoFo re: status update; discussions re: industry research and related correspondence; review Plan Sponsor offer and related analysis/discussions Internal discussions re: cash balance and Debtors' Periodic Report; review analysis re: same Review revised bidding procedures; internal discussions re: same; review claims report Review status update and discussions re: same; review hearing agenda and filings Bidding procedures hearing; review article on Innkeepers; review filings Discussions w/ committee and counsel re: settlement Review sale status; internal discussions re: same; review recent filings Internal discussion re: cash balance Professionals call w/ Moelis re: process update; claims analysis and related discussions; correspondence w/ MoFo re: same Internal discussions re: UST objection Internal discussion re: cash balance; review Moelis proposal summary; internal discussions re: same; review/comments to weekly presentation and related analysis Call w/ AlixPartners re: claims; internal discussions re: same; revisions to claims analysis; additional comments to weekly presentation Final comments to weekly presentation; Committee call; internal discussions re: case status Internal discussions and analysis re: KEIP Review hearing agenda and filings Omnibus hearing; internal discussions re: same Comments/preparation of claims analysis; internal discussions re: same

John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico John D'Amico

3/3/2011 3/4/2011 3/7/2011 3/8/2011 3/9/2011 3/10/2011 3/11/2011 3/15/2011 3/16/2011 3/17/2011 3/20/2011 3/21/2011 3/22/2011 3/23/2011 3/25/2011 3/28/2011 3/29/2011 3/31/2011

14.50 4.00 1.00 1.00 2.50 3.50 1.50 1.00 0.50 4.00 0.50 6.00 6.00 3.00 1.00 0.50 2.50 4.00
82.50

March 1, 2011 - March 31, 2011 Summary Hours for John D'Amico

Patrick Morrow

Patrick Morrow Patrick Morrow Patrick Morrow

3/1/2011 3/2/2011 3/3/2011

12.00 14.00 16.50

Updates to Transaction presentation/analysis; internal discussions re: same; review industry research; internal discussions re: same; review objection to bidding procedures and related discussions Meeting w/ MoFo re: 2007 Transaction; finalize Transaction presentation; email correspondence re: Transaction; professionals call; claims analysis and related discussions; review docket and circulate filings Follow-up correspondence and discussions re: Transaction; updates to presentation and analysis; Committee call; perform claims analysis; internal discussions re: same; extensive correspondence re: same; review docket and circulate filings Correspondence w/ Committee members and MoFo re: status update; review industry research and related correspondence; review Plan Sponsor offer and related analysis/discussions Correspondence w/ AlixPartners re: cash balance; review Debtors' Periodic Report; internal discussions and analysis re: same Review revised bidding procedures; internal discussions re: same; review claims report Review status update and discussions re: same; review docket and circulate hearing agenda and filings; discussions w/ counsel and Debtors re: settlement Review/circulate article on Innkeepers; review docket and circulate filings; additional discussions w/ counsel and Debtors re: settlement Extensive correspondence w/ Committee re: settlement offer Review sale status; internal discussions re: same; review docket and circulate filings Correspondence w/ AlixPartners re: cash balance; internal discussions re: same Call w/ Moelis re: process update; perform claims analysis and related discussions; correspondence w/ MoFo re: same Update claims analysis; internal discussions re: same; review docket and circulate filings Internal discussions re: UST objection; review docket and circulate filings Correspondence w/ AlixPartners re: cash balance; review Moelis proposal summary; internal discussions re: same; create weekly presentation and related analysis Call w/ AlixPartners re: claims; internal discussions re: same; update claims analysis; update weekly presentation Finalize weekly presentation; Committee call; internal discussions re: case status Internal discussions and analysis re: KEIP Review docket and circulate hearing agenda and filings Omnibus hearing; circulate summary of hearing to team; internal discussions re: same Claims analysis; internal discussions re: same; review docket and circulate filings

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

3/4/2011 3/7/2011 3/8/2011 3/9/2011 3/10/2011 3/11/2011 3/15/2011 3/16/2011 3/17/2011 3/18/2011 3/20/2011 3/21/2011 3/22/2011 3/23/2011 3/25/2011 3/28/2011 3/29/2011 3/31/2011

3.50 1.50 1.00 3.50 2.00 1.00 1.00 1.00 4.00 2.50 0.50 5.50 6.50 4.00 1.00 0.50 2.50 4.00
88.00

March 1, 2011 - March 31, 2011 Summary Hours for Patrick Morrow