Hearing Date: October 6, 2011 at 10:00 AM Objection Deadline: September 28, 2011 at 4:00 PM

Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

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

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

Authorized to Provide Professional Services to: Committee of Independent Trustees of the Board of Trustees of Innkeepers USA Trust Date of Retention: Order entered on November 10, 2010 retaining Fried, Frank, Harris, Shriver & Jacobson LLP, nunc pro tunc to September 10, 2010 Total Fees Requested: Total Expenses Requested: $202,489.00 $6,736.79

Current Application:

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

Prior Interim Applications:

First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 817] Second Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from December 1, 2010 through March 31, 2011 [Dkt. No. 1377]

Prior Monthly Applications:

Date Filed 11/24/2010 12/23/2010 1/26/2011 3/15/2011 3/23/2011 4/29/2011 5/31/2011 6/30/2011 7/29/2011

Period Covered 9/10/2010-10/31/2010 11/1/2010-11/30/2010 12/1/2010-12/31/2010 1/1/2011-1/31/2011 2/1/2011-2/28/2011 3/1/2011-3/31/2011 4/1/2011-4/30/2011 5/1/2011-5/31/2011 6/1/2011-6/30/2011

Requested Fees Expenses $243,259.00 $3,458.29 $85,206.00 $3,182.31 $137,010.50 $1,589.43 $234,653.50 $3,207.92 $385,770.50 $16,770.64 $305,500.00 $13,624.38 $62,593.50 $5,048.90 $107,900.50 $893.29 $31,995.00 $794.60

Paid Fees Expenses $194,607.20 $3,458.29 $68,164.80 $3,182.31 $109,608.40 $1,589.43 $187,722.80 $3,207.92 $308,616.40 $16,770.64 $244,400.00 $13,624.38 $50,074.80 $5,048.90 $86,320.40 $893.29 $25,596.00 $794.60

COMPENSATION BY PROFESSIONAL APRIL 1, 2011 THROUGH JULY 31, 2011

Name of Professional Individual

Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm in 1981 and became a Partner in 1984. Member of NY Bar since 1978. Joined firm in 1980 and became a Partner in 1986. Member of NY Bar since 1980. Joined firm in 1998 and became a Partner in 2005. Member of NY Bar since 1999. Joined firm in 1991 and became a Partner in 1999. Member of NY Bar since 1992. Joined firm as Of Counsel in 1989. Member of NY Bar since 1973. Joined firm as an Associate in 2006. Member of NY Bar since 2007. Joined firm as an Associate in 2010. Member of NY Bar since 2010. Joined firm as an Associate in 2011. Member of NY Bar since 2011.

Hourly Billing Rate during Fee Period

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $28,600.00

Brad Eric Scheler

$1,100.00

26.0

Bonnie Steingart

$970.00

86.7

$84,099.00

Gary Kaplan

$970.00

12.2

$11,834.00

Gregg Weiner

$970.00

1.7

$1,649.00

Alan Resnick

$1,000.00

1.9

$1,900.00

Matthew Roose

$580.00

79.0

$45,820.00

Gabriel Libhart

$460.00

36.9

$16,974.00

Cedrick MendozaTolentino TOTALS

$395.00

29.4

$11,613.00

273.8

$202,489.00

Blended Rate: $739.55

COMPENSATION BY PROJECT CATEGORY APRIL 1, 2011 THROUGH JULY 31, 2011

Matter Number 2 3 4 5 6 7 Totals

Matter Description

Total Billed Hours

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

44.5 46.1 24.5 147.9 0.2 10.6 273.8

Total Fees Requested $29,749.00 $35,018.00 $15,142.50 $116,844.50 $116.00 $5,619.00 $202,489.00

EXPENSE SUMMARY APRIL 1, 2011 THROUGH JULY 31, 2011

Nature of Disbursements Duplicating Meals Travel, Airfare, and Other Transportation Data Research Messenger Service and Postage Secretarial Litigation Consulting Total

Amount $1,122.64 $85.47 $1,134.31 $899.16 $769.48 $69.20 $2,656.53 $6,736.79

Hearing Date: October 6, 2011 at 10:00 AM Objection Deadline: September 28, 2011 at 4:00 PM

Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

THIRD INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM APRIL 1, 2011 THROUGH JULY 31, 2011

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

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

interim fee application (the Fee Application) for (a) payment of compensation in the amount of $202,489.00 for the reasonable and necessary legal services rendered by Fried Frank on behalf of the Independent Committee (the Fees) during the period from April 1, 2011 through July 31, 2011 (the Fee Period), and (b) reimbursement in the amount of $6,736.79 for the actual and necessary expenses incurred and posted (the Expenses) during the Fee Period. Fried Frank submits this Fee Application pursuant to sections 330 and 331 of the Bankruptcy Code and in accordance with the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order), the order of the Court dated November 9, 2010 [Dkt. No. 701] (the Independent Committee Order) 2 approving the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (i) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (ii) Authorizing the Debtors to Compensate the Members of the Independent Committee [Dkt. No. 587] (the Independent Committee Motion), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), Rule 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules), the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by this Court on November 25, 2009 (the Amended Guidelines), and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. 330 (the UST Guidelines). In support of this Fee Application, Fried Frank respectfully states as follows:
2

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

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

Fried Frank. Fried Frank devoted a significant amount of professional effort to (a) reviewing and evaluating information about the Debtors restructuring alternatives and communicating with the Independent Committee regarding these alternatives; (b) reviewing, drafting, and communicating with the Independent Committee and the Debtors with respect to the (i) Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No. 1094] (the Plans); (ii) Disclosure Statement for Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No. 1093] (the Disclosure Statement); (iii) Debtors Motion for Entry of an Order Approving (a) Adequacy of the Disclosure Statement; (b) Certain Dates Related to Confirmation of the Plan; (c) Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection with Solicitation of the Plan; and (d) Proposed Voting and General Tabulation Procedures [Dkt. No. 1095] (Motion to Approve Disclosure Statement); (iv) Debtors Process Update Letter [Dkt. No. 1102] (the Process Update Letter); (v) Declaration of Frederick J. Kleisner in Support of the Employee Incentive Payments Contemplated by the Debtors Plan [Dkt. No. 1779] (the Kleisner Declaration); and (vi) [Proposed] Findings of Fact, Conclusions of Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No. 1771] (the Proposed Confirmation Order); (c) reviewing and evaluating materials related to the auction held by the Debtors on May 2, 2011 May 3, 2011 (the Auction) and communicating with the Independent Committee regarding these materials; (d) attending the Auction and communicating with the Independent Committee regarding the Auction process, participants and results; (e) preparing for and attending the Confirmation Hearing held before this Court on June 23, 2011; (f) Independent Committee meetings; (g) preparing for and attending Board meetings; (h) preparing for and attending 3

hearings in the Chapter 11 Cases; and (i) communicating with creditors and interest holders of the Debtors. 2. The Interim Compensation Order provides that at four-month intervals or such

other intervals that the Court deems appropriate, each of the professionals retained in the Chapter 11 Cases shall serve and file with the Court an application for interim Court approval and allowance of the compensation and reimbursement of expenses sought by such professional in its monthly applications, including any holdbacks, filed during the interim fee period, pursuant to section 331 of the Bankruptcy Code. The Independent Committee Order provides that Fried Frank shall apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court made applicable to professionals retained in accordance with section 327 of the Bankruptcy Code, including the Interim Compensation Order and such amounts shall be administrative expenses under section 503 of the Bankruptcy Code to the same extent as professionals retained in accordance with section 327 of the Bankruptcy Code. In accordance with the Independent Committee Order and the Interim Compensation Order, Fried Frank submits this Fee Application. BACKGROUND 3. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code commencing these Chapter 11 Cases. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4

4.

On July 28, 2010, the United States Trustee for the Southern District of New York

(the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 5. On September 10, 2010, Fried Frank was retained by members of the Independent

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

satisfy, pay, and reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel representing and advising the Independent Committee in connection with the Independent Committee (i) reviewing and evaluating information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals received relating to a chapter 11 plan or other restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and (iv) addressing any conflicts of interest appropriately. 8. Pursuant to the Independent Committee Order and the Interim Compensation

Order, for the Fee Period Fried Frank filed monthly applications for compensation for services and reimbursement of expenses as attorneys for the Independent Committee on May 31, 2011 (the Seventh Monthly Application); June 30, 2011 (the Eighth Monthly Application); and July 29, 2011 (the Ninth Monthly Application) [Dkt. Nos. 1579, 1833 & 1964, respectively]. The Seventh Monthly Application requested payment of compensation in the amount of $50,074.80 (80% of $62,593.50) on account of actual and necessary professional services

rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $5,048.90. The Eighth Monthly Application requested payment of compensation in the amount of $86,320.40 (80% of $107,900.50) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $893.29. The Ninth Monthly Application requested payment of compensation in the amount of $25,596.00 (80% of $31,995.00) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $794.60. 9. No objections were received to the Seventh Monthly Application, the Eighth

Monthly Application, or the Ninth Monthly Application. 10. Pursuant to the Independent Committee Order and the Interim Compensation

Order, on January 14, 2011, Fried Frank filed the First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 817] (the First Interim Application). The First Interim Application requested payment of compensation in the amount of $328,465.00 on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $6,640.60. 11. On January 27, 2011, the U.S. Trustee filed the Objection to Motion for First

Interim Fees and Expenses [Dkt. No. 869] (the First UST Objection). In the First UST Objection, the U.S. Trustee objected to certain fees charged in connection with the Independent Committee Motion and the Independent Committee Order. On February 18, 2011, Midland filed

Midland Loan Services' Reservation of Rights With Respect to the First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 935] (the Midland Interim Reservation of Rights). In the Midland Interim Reservation of Rights, Midland stated Midland specifically reserves its rights to assert objections to fees or expenses (or both) listed on the First Interim Fee Application in an objection to a final fee application to be submitted under 11 U.S.C. 330 or 331. Also on February 18, 2011, Lehman ALI Inc. (Lehman) filed Lehmans Reservation of Rights of Lehman ALI Inc. with Respect to the First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 938] (the Lehman Interim Reservation of Rights). In the Lehman Interim Reservation of Rights, Lehman stated Lehman hereby reserves all rights with respect to the Fried Frank Fee Application. In doing so, Lehman specifically reserves the right to assert objections to fees and expenses incurred by Fried, Frank, Harris, Shriver & Jacobson LLP at the final hearing to approve such fees and expenses. On March 31, 2011, this Court signed an order approving the fees and expenses requested in the First Interim Application on an interim basis in the amount of $313,465.00 on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank (which amount reflects a voluntary $15,000.00 waiver of fees pursuant to an agreement with the U.S. Trustee in connection with the First UST Objection) and reimbursement of actual and necessary costs and expenses in the amount of $6,640.60.

12.

Pursuant to the Independent Committee Order and the Interim Compensation

Order, on May 13, 2011, Fried Frank filed the Second Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from December 1, 2010 through March 31, 2011 [Dkt. No. 1377] (the Second Interim Application). The Second Interim Application requested payment of compensation in the amount of $1,062,934.50 on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $35,192.37. 13. On May 20, 2011, the U.S. Trustee filed the Objection of the United States

Trustee to Second Interim Applications for Compensation and Reimbursement of Expenses [Dkt. No. 1446] (the Second UST Objection). In the Second UST Objection, the U.S. Trustee requested a holdback of the fees for all professionals that filed an interim application for compensation and reimbursement of expenses for the period of December 1, 2010 through March 31, 2011 on the basis that a plan had not yet been confirmed in the Chapter 11 Cases. On May 27, 2011, Lehman filed Lehmans Reservation of Rights of Lehman ALI Inc. with Respect to the Second Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from December 1, 2010 through March 31, 2011 [Dkt. No. 1562] (the Second Lehman Interim Reservation of Rights). In the Second Lehman Interim Reservation of Rights, Lehman stated Lehman hereby reserves all rights with respect to the Fried Frank Fee Application. In doing so, Lehman specifically reserves the right to assert objections to fees and expenses incurred by Fried, Frank, Harris, Shriver & Jacobson LLP at the final hearing to

approve such fees and expenses. On June 10, 2011, this Court signed an order approving the fees and expenses requested in the Second Interim Application on an interim basis in the amount of $850,347.60 (80% of $1,062,934.50) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $35,192.37. JURISDICTION AND VENUE 14. This Court has jurisdiction over the Fee Application pursuant to 28 U.S.C.

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1409. COMPLIANCE WITH APPLICABLE ORDERS AND GUIDELINES 15. This Fee Application has been prepared in compliance with the Interim

Compensation Order, the Independent Committee Order, the Bankruptcy Rules, the Local Rules, the Amended Guidelines, and the UST Guidelines. Pursuant to the Amended Guidelines, a certification regarding compliance is attached hereto as Exhibit B. SUMMARY OF APPLICATION 16. Since its retention by the Independent Committee, Fried Frank has acted as

counsel to the Independent Committee and has advised the Independent Committee with respect to numerous issues in the Chapter 11 Cases. As more fully described below, the professional services rendered through the Fee Period by Fried Frank have included, among others: A. reviewing, drafting, and communicating with the Independent Committee and the Debtors with respect to the Plans, Disclosure Statement, Motion to Approve Disclosure Statement, Process Update Letter, Kleisner Declaration, and Proposed Confirmation Order; reviewing and evaluating information about the Debtors Auction and communicating with the Independent Committee regarding the Auction;

B.

C. D. E. F. G. H. I. J. 17.

attending the Auction and communicating with the Independent Committee regarding the Auction process, participants and results; reviewing the Plans and Disclosure Statement; preparing for and attending the hearing in connection with the Disclosure Statement on May 11, 2011; preparing for and attending the hearing in connection with confirmation on June 23, 2011; preparing for and attending Independent Committee meetings; preparing for and attending Board meetings; preparing for and attending hearings and status conferences in the Chapter 11 Cases; and communicating with creditors and interest holders of the Debtors.

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

addressed, and continue to address, the issues and concerns of the Independent Committee in an effort to assist with the reorganization of the Debtors business and to maximize the value of the Debtors estates. 18. During the Fee Period, the partners, counsel, associates and paraprofessionals of

Fried Frank devoted 273.80 hours in the rendition of professional services on behalf of the Independent Committee. A schedule setting forth the number of hours expended by each of the partners, counsel, associates and paraprofessionals of Fried Frank accompanies this Fee Application as Exhibit C. 19. In addition, Fried Frank is requesting reimbursement of disbursements in the

amount of $6,736.79 for expenses incurred and posted during the Fee Period. With respect to the disbursements incurred and posted, Fried Frank has eliminated disbursements that are noncompensable. A schedule setting forth the categories of expenses for which Fried Frank is

10

seeking reimbursement and the total amount for each expense category is attached hereto as Exhibit D. 20. Pursuant to section b.4. of the UST Guidelines, a schedule setting forth a

description of the project categories utilized by Fried Frank in the Chapter 11 Cases, the number of hours expended by the partners, counsel, associates, and paraprofessionals of Fried Frank by project category, and the aggregate fees associated with each project category is attached hereto as Exhibit E. 21. There does not exist any agreement or understanding between Fried Frank and

any other entity for the sharing of compensation to be received for services rendered in or in connection with the Chapter 11 Cases. REASONABLE AND NECESSARY SERVICES RENDERED BY FRIED FRANK 22. Set forth below is a description of the services rendered during the Fee Period.

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

11

Communications with Independent Committee 23. Fried Frank rendered a total of 44.50 hours and $29,749.00 in services falling

within the category of Communications with Independent Committee. This category includes time spent by Fried Frank attending to questions and issues raised by members of the Independent Committee regarding, among other things, (a) bids received by the Debtors, (b) the compensation of the Debtors Chief Restructuring Officer; (c) the Plans, Disclosure Statement, Motion to Approve Disclosure Statement, Process Update Letter, Kleisner Declaration and Proposed Confirmation Order; (d) the Auction and (e) confirmation. In addition, this category includes time Fried Frank spent preparing for and attending telephonic and in-person meetings with the Independent Committee and related communications with the Independent Committee. Additionally, Fried Frank spent time attending to questions and issues raised by members of the Independent Committee regarding the Chapter 11 Cases and bankruptcy law and process in general. Board Meetings 24. Fried Frank rendered a total of 46.1 hours and $35,018.00 in services falling

within the category of Board Meetings. This category includes time Fried Frank spent preparing for and attending meetings of the Independent Committee and the Board during the Fee Period. This category also includes time Fried Frank spent reviewing materials circulated by the Debtors legal counsel, Kirkland & Ellis LLP (Kirkland) and the Debtors financial advisors, Moelis & Company (Moelis), in preparation for the meetings of the Independent Committee and the Board.

12

Hearings and Court Issues 25. Fried Frank rendered a total of 24.5 hours and $15,142.50 in services falling

within the category of Hearings and Court Issues. This category includes time Fried Frank spent preparing for and attending omnibus hearings held before this Court that occurred during the Fee Period, including the hearing on the Disclosure Statement held on May 11, 2011 and the hearing on confirmation held on June 23, 2011. Additionally, this category includes time spent by Fried Frank attorneys reviewing pertinent pleadings filed in the Chapter 11 Cases. Plan Process 26. Fried Frank rendered a total of 147.90 hours and $116,844.50 in services falling

within the category of Plan Process. This category includes time Fried Frank spent, among other things, reviewing and negotiating plan process documents, including the Plans and objections thereto, the Disclosure Statement and objections thereto, the Motion to Approve Disclosure Statement, the Process Update Letter, the Kleisner Declaration and the Proposed Confirmation Order. This category also includes time spent by Fried Frank (a) reviewing materials prepared by Kirkland and Moelis related to bids received and the Auction and (b) discussing and evaluating the bids and the Auction with Kirkland and Moelis. Additionally, this category includes (a) time spent by Fried Frank assisting the Independent Committee in reviewing the bids and the Auction process and results and (b) time spent by Fried Frank attending the Auction, which commenced on May 2, 2011. Communications with Creditors and Interest Holders 27. Fried Frank rendered a total of 0.20 hours and $116.00 in services falling within

the category of Communications with Creditors and Interest Holders. This category includes

13

time Fried Frank spent reviewing communications with counsel to the Ad Hoc Committee of Preferred Shareholders. Retention and Fee Application Issues 28. Fried Frank rendered a total of 10.60 hours and $5,619.00 in services falling

within the category of Retention and Fee Application Issues. This category includes time Fried Frank spent (a) drafting and reviewing the Second Interim Fee Application; (b) reviewing the Second UST Objection and the Second Lehman Interim Reservation of Rights, and communicating with the Independent Committee and Kirkland regarding same; and (c) communicating with Kirkland regarding the proposed form of order related to the Second Interim Application, which was entered by this Court on June 10, 2011 [Dkt. No. 1667]. FRIED FRANKS FEES AND EXPENSES ARE FAIR AND REASONABLE 29. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,

Fried Frank believes that the total fees and expenses for the Fee Period are fair and reasonable in view of the time spent, the complexity and intricacy of the proceedings, and the problems and issues encountered. Fried Frank and the Independent Committee have continued to work diligently through the Fee Period to remain fully versed with respect to the key issues in the Chapter 11 Cases. Notably, Fried Frank has avoided duplication of efforts and has spent its time economically and efficiently in these Chapter 11 Cases. Therefore, in accordance with the factors enumerated in section 330(a)(3) of the Bankruptcy Code, Fried Frank believes that the compensation sought herein should be approved. APPLICABLE AUTHORITY 30. In awarding compensation pursuant to section 328 of the Bankruptcy

Code, this Court must take into account the reasonableness of the terms and conditions of employment. Section 328(a) of the Bankruptcy Code provides: 14

(a) The trustee, or a committee appointed under section 1102 of this title, with the courts approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. 328(a). 31. In awarding compensation to professionals pursuant to section 330 of the

Bankruptcy Code, this court must take into account the cost of comparable non-bankruptcy services, among other factors. Section 330(a) of the Bankruptcy Code provides in pertinent part: (a) (1) . . . [T]he court may award to a trustee, . . . an examiner, . . . or a professional person employed under section 327 or 1103 (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, ombudsman, professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual, necessary expenses. .... (3) In determining the amount of reasonable compensation to be awarded to an examiner, trustee under chapter 11, or professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including (A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title;

15

(D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a). 32. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,

Fried Frank respectfully submits that the fees and expenses incurred in the course of rendering professional services are actual, necessary and reasonable, based upon the nature, extent and value of such services, the time spent thereon, and the costs of comparable services in nonbankruptcy cases, so as to best serve the needs of the Independent Committee and the Debtors estates. Fried Frank submits further that the legal services performed herein among partners, associates, and paraprofessionals have been executed in accordance with the principles outlined above, and moreover, in a manner consistent with the overall goal of Fried Frank to provide the highest quality of legal representation at a reasonable cost. Fried Frank has demonstrated by this Fee Application that the work it has done on behalf of the Independent Committee was necessary, reasonable and benefits the Debtors estates. 33. This Fee Application clearly reflects (a) the number of hours of recorded time

Fried Frank has devoted to the performance of legal services; (b) the number of hours worked by each of Fried Franks professionals and paraprofessionals and the hourly rate customarily charged by such persons; (c) a detailed description of the services provided by Fried Franks professionals and paraprofessionals during each of those hours; and (d) the quality and nature of

16

the services provided by each of Fried Franks professionals and paraprofessionals. Fried Frank submits that its fees and expenses were actual, necessary, reasonable, justified and therefore, should be allowed in full. COMPENSATION REQUESTED 34. During the Fee Period, 273.80 recorded hours were expended by Fried Franks

partners, counsel, associates and paraprofessionals in the rendition of Fried Franks professional services. 35. Fried Frank believes that its services were rendered in a highly efficient manner,

by attorneys with high levels of skill in the areas for which they rendered services. The core group of attorneys working on this matter has expended considerable time in connection with the Independent Committees general legal needs and in furtherance of the Independent Committees goal of advancing the interests of the Debtors. This experienced group of attorneys makes every effort to ensure that the Chapter 11 Cases progress in as efficient and expeditious a manner as possible and result in the successful reorganization of the Debtors. 36. For all the foregoing reasons, Fried Frank respectfully requests approval and

allowance of its compensation in the amount of $202,489.00, with an authorization for, and direction to, the Debtors to disburse such amounts to Fried Frank (to the extent not previously disbursed). This Fee Application is Fried Franks third interim fee application for allowance of fees and disbursements incurred by Fried Frank as counsel to the Independent Committee. An allowance of compensation in the amount sought in this Fee Application would result in a blended aggregate average billing rate of approximately $739.55 per hour.

17

EXPENSES 37. As noted above, Fried Frank incurred and posted disbursements in the amount of

$6,736.79 for actual and necessary expenses incurred and recorded during the Fee Period. These disbursements are itemized in Exhibit D. 38. Fried Franks billing rates do not include components for duplicating, word

processing and other extraordinary charges that may be incurred by particular clients because of the exigencies of time and volume of demand. Fried Franks billing method, whereby only the clients who use copying, word processing and other office services are charged for such services, maximizes fairness to all clients. Fried Frank commenced a review to determine its actual costs per page for duplicating. Such review determined that, at the present time, Fried Franks actual duplicating costs are $0.12 per page. 39. Fried Franks billing rates do not include a component for word processing as part

of overhead. Some time ago, Fried Frank analyzed its method of charging clients for word processing services and, specifically whether it was appropriate to charge clients for word processing as part of overhead or based on the extent to which word processing was used. After such analysis, Fried Frank elected to keep its charges for word processing as a disbursement. Fried Frank concluded that it was fairer to its clients not to increase its billing rates to account for word processing services that might or might not be used by the client. In this way, only clients who used such services would be charged for services. 40. Fried Franks attorneys and other employees who worked late into the evenings

were reimbursed for their reasonable meal costs and their transportation costs home. Such transportation costs are necessary expenses because it is a Fried Frank policy to ensure safe transportation for its attorneys and staff after the hours when public transportation cannot be

18

deemed safe. Fried Franks regular practice is to charge its clients for these and other out-ofpocket disbursements incurred during the regular course of the rendition of services. 41. Fried Frank made every effort to minimize its disbursements in providing its legal

services to the Independent Committee. The expenses incurred in the rendition of professional services were necessary, reasonable and justified under the circumstances to serve the needs of the Independent Committee and were billed at rates and in accordance with practices customarily employed by Fried Frank and generally accepted by Fried Franks clients. NOTICE 42. Fried Frank has provided notice of this Fee Application to: (a) the Debtors and

counsel to the Debtors; (b) the Office of the United States Trustee for the Southern District of New York; (c) counsel to the Creditors Committee; (d) counsel to Midland Loan Services, Inc.; and (e) counsel to Certain Prepetition Lenders (each as defined in the Interim Compensation Order). In light of the nature of the relief requested, Fried Frank respectfully submits that no further notice is necessary. CONCLUSION 43. Although every effort has been made to include all Fees and Expenses incurred in

the Fee Period in this Fee Application, some Fees and Expenses might not be included in this Fee Application due to delays caused by accounting processing procedures. Fried Frank reserves the right to make further application to this Court for allowance of such Fees and Expenses not included herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Interim Compensation Order and the Independent Committee Order. 44. For the reasons set forth above, Fried Frank respectfully submits that the

professional services rendered and disbursements incurred and posted on behalf of the 19

Independent Committee were of substantial benefit to the Independent Committee, the Debtors, equity holders and creditors. Fried Frank submits further that it provided such services in an economical and efficient manner. Accordingly, Fried Frank respectfully requests that the relief requested in this Fee Application be granted in full. WHEREFORE, Fried Frank requests that it be allowed and paid interim compensation for its Fees and Expenses in the total amount of $209,225.79 consisting of (a) $202,489.00 for reasonable and necessary professional services rendered by Fried Frank, and (b) $6,736.79 for actual and necessary Expenses incurred on behalf of the Independent Committee. Fried Frank further requests that the total amount of $209,225.79 be paid as an administrative expense of the Debtors estates. Dated: New York, New York September 14, 2011 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: /s/ B. Steingart_______ Bonnie Steingart One New York Plaza New York, New York 10004 Telephone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Independent Committee

20

Exhibit A

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

ORDER (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) under section 363 of the Bankruptcy Code, (a) approving the Debtors undertaking to compensate Fried Frank as counsel to the Independent Committee and authorizing the payment of such compensation by the Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee, and (c) authorizing such other relief as is just and proper; and upon the Steingart Declaration; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being
1.

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. Subject to the terms of this Order, the Debtors undertakings to (a) satisfy, pay,

and reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel representing and advising the Independent Committee in the Independent Committee (i) reviewing and evaluating information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals received relating to a chapter 11 plan or other restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and (iv) addressing any conflicts of interest appropriately (collectively, the Independent Committees Role) and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee as described in the Motion and set forth herein are approved. 3. Subject to the terms of this Order, the Debtors are authorized to (a) satisfy, pay,

and reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel representing and advising the Independent Committee in the Independent Committees Role and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee. 4. Notwithstanding that the relief requested in the Motion is pursuant to section 363

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

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

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

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

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

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

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

the implementation of this Order.

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

Exhibit B

Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) ) )

In re: INNKEEPERS USA TRUST, et al.,1 Debtors.

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

CERTIFICATION OF RESPONSIBLE PROFESSIONAL WITH RESPECT TO THE THIRD INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM APRIL 1, 2011 THROUGH JULY 31, 2011

Pursuant to the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by the United States Bankruptcy Court for the Southern District of New York on November 25, 2009 (the Amended Guidelines) and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the UST Guidelines), the undersigned, a member of the firm of Fried, Frank, Harris, Shriver & Jacobson
1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

LLP (Fried Frank), counsel for the committee of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust in the above-captioned cases (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code, as the professional designated by Fried Frank with responsibility for compliance with the Amended Guidelines, hereby states, with respect to Fried Franks third interim fee application (the Fee Application) for (a) payment of compensation in the amount of $202,489.00 for the reasonable and necessary legal services rendered by Fried Frank on behalf of the Independent Committee during the period from April 1, 2011 through July 31, 2011 (the Fee Period), and (b) reimbursement in the amount of $6,736.79 for the actual and necessary expenses incurred and posted during the Fee Period,2 as follows: 1. In accordance with section A.1. of the Amended Guidelines, I certify that A. B. I have read the Fee Application; to the best of my knowledge, information and belief (formed after reasonable inquiry), the fees and disbursements sought by Fried Frank fall within the Amended Guidelines and the UST Guidelines and, except as may be specifically noted in this certification the fees and disbursements sought by Fried Frank are billed at rates and in accordance with practices customarily employed by Fried Frank and generally accepted by Fried Franks clients; and in providing a reimbursable service, Fried Frank does not make a profit on that service, whether the service is performed by Fried Frank in-house or through a third party.

C.

2.

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

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

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

Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order) and the order of the Court dated November 9, 2010 [Dkt. No. 701] approving the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (i) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (ii) Authorizing the Debtors to Compensate the Members of the Independent Committee [Dkt. No. 587]. 3. In accordance with Section A.3 of the Amended Guidelines, I certify that notice

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

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

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

Exhibit C

COMPENSATION BY PROFESSIONAL APRIL 1, 2011 THROUGH JULY 31, 2011

Name of Professional Individual

Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm in 1981 and became a Partner in 1984. Member of NY Bar since 1978. Joined firm in 1980 and became a Partner in 1986. Member of NY Bar since 1980. Joined firm in 1998 and became a Partner in 2005. Member of NY Bar since 1999. Joined firm in 1991 and became a Partner in 1999. Member of NY Bar since 1992. Joined firm as Of Counsel in 1989. Member of NY Bar since 1973. Joined firm as an Associate in 2006. Member of NY Bar since 2007. Joined firm as an Associate in 2010. Member of NY Bar since 2010. Joined firm as an Associate in 2011. Member of NY Bar since 2011.

Hourly Billing Rate during Fee Period

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $28,600.00

Brad Eric Scheler

$1,100.00

26.00

Bonnie Steingart

$970.00

86.70

$84,099.00

Gary Kaplan

$970.00

12.20

$11,834.00

Gregg Weiner

$970.00

1.70

$1,649.00

Alan Resnick

$1,000.00

1.90

$1,900.00

Matthew Roose

$580.00

79.00

$45,820.00

Gabriel Libhart

$460.00

36.90

$16,974.00

Cedrick MendozaTolentino TOTALS

$395.00

29.40

$11,613.00

273.80

$202,489.00

Blended Rate: $739.55

Exhibit D

STATEMENT OF EXPENSES INCURRED AND POSTED BY FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP, ATTORNEYS FOR THE INDEPENDENT COMMITTEE, FOR THE PERIOD FROM APRIL 1, 2011 THROUGH JULY 31, 2011
NATURE OF DISBURSEMENTS Duplicating Meals Travel, Airfare, and Other Transportation Data Research Messenger Service and Postage Secretarial Litigation Consulting Total AMOUNT $1,122.64 $85.47 $1,134.31 $899.16 $769.48 $69.20 $2,656.53 $6,736.79

Exhibit E

COMMUNICATIONS WITH INDEPENDENT COMMITTEE Partners Scheler, B. Steingart, B. Kaplan, G. Total Partners HOURS 5.0 9.0 2.2 16.2 TOTAL FEES $5,500.00 $8,730.00 $2,134.00 $16,364.00

Associates Roose, M. Libhart, G. Mendoza-Tolentino, C. Total Associates CUMULATIVE TOTALS

HOURS 10.1 5.2 13.0 28.3 44.5

TOTAL FEES $5,858.00 $2,392.00 $5,135.00 $13,385.00 $29,749.00

BOARD MEETINGS Partners Scheler, B. Steingart, B. Total Partners HOURS 8.0 15.3 23.3 TOTAL FEES $8,800.00 $14,841.00 $23,641.00

Associates Roose, M. Libhart, G. Mendoza-Tolentino, C. Total Associates CUMULATIVE TOTALS

HOURS 9.9 8.3 4.6 22.8 46.1

TOTAL FEES $5,742.00 $3,818.00 $1,817.00 $11,377.00 $35,018.00

HEARINGS AND COURT ISSUES Partners Steingart, B. Kaplan, G. Total Partners HOURS 2.4 4.0 6.4 TOTAL FEES $2,328.00 $3,880.00 $6,208.00

Associates Roose, M. Libhart, G. Mendoza-Tolentino, C. Total Associates CUMULATIVE TOTALS

HOURS 7.4 6.4 4.3 18.1 24.5

TOTAL FEES $4,292.00 $2,944.00 $1,698.50 $8,934.50 $15,142.50

PLAN PROCESS Partners Scheler, B. Steingart, B. Kaplan, G. Weiner, G. Total Partners HOURS 13.0 60.0 6.0 1.7 80.7 TOTAL FEES $14,300.00 $58,200.00 $5,820.00 $1,649.00 $79,969.00

Counsels Resnick, A. Total Counsels

HOURS 1.5 1.5

TOTAL FEES $1,500.00 $1,500.00

Associates Roose, M. Libhart, G. Mendoza-Tolentino, C. Total Associates CUMULATIVE TOTALS

HOURS 46.9 11.5 7.3 65.7 147.9

TOTAL FEES $27,202.00 $5,290.00 $2,883.50 $35,375.50 $116,844.50

COMMUNICATIONS WITH CREDITORS AND INTEREST HOLDERS Associates Roose, M. Total Associates CUMULATIVE TOTALS HOURS 0.2 0.2 0.2 TOTAL FEES $116.00 $116.00 $116.00

RETENTION AND FEE APPLICATION ISSUES Counsels Resnick, A. Total Counsels HOURS 0.4 0.4 TOTAL FEES $400.00 $400.00

Associates Roose, M. Libhart, G. Mendoza-Tolentino, C. Total Associates

HOURS 4.5 5.5 0.2 10.2

TOTAL FEES $2,610.00 $2,530.00 $79.00 $5,219.00

CUMULATIVE TOTALS

10.6

$5,619.00

Exhibit F

8055742

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

Time Detail
Date Timekeeper Description Hours Amount

04106111 04106111 04107111 04115111 04120111 04125111 04/25111

Brad E. Scheler Bonnie Steingart Matthew Roose

Tic with B. Steingart and L. Ruisi (.8); related follow-up re: same (.2). Tic with B. Scheler and L. Ruisi. Draft summary of D&O related provisions re: POR (1.1 ); email re: same to IC (.3).

1.00 0.80 1.40 1.10 1.40 0.50 3.80

1,100.00 776.00 812.00 434.50 1,358.00 290.00 1,501.00

Bonnie Steingart

Cedrick Mendoza-Tolentino Summarize Midland pleading for IC. Prepare materials for Independent Committee.

04/26111 04/27/11 04/27111

Emails with IC re: Ad Hoc joinder re: CRO comp. Matthew Roose Cedrick Mendoza-Tolentino Prepare summary of Ad Hoc Committee Joinder Motion (2.1 ); review and prepare summary of Debtors' Objection to Midland Motion (1.6); emails w/IC re: same (.1 ). Emails re: Ad Hoc joinder re: CRO comp (.3); follow-up Matthew Roose wl IC (.2). Meeting with B. Zuroff (.8); review bids (.9). Bonnie Steingart Matthew Roose Attention to issues re: CRO comp (.4); emails with IC re: same (.2). Total:

0.50 1.70 0.60 12.80

290.00 1,649.00 348.00 8,558.50

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

Time Detail
Date Timekeeper Description Hours Amount

04101/11 04/01/11 04101/11 04101/11 04106111 04112111 04120111 04120111 04120111 04121/11 04126111 04127111 04127111 04127111 04127111

04127111 04127111 04127111 04128111 04128111 04/29111 04129111 04129111

Tic with Board re: CRO compensation package (.7); related follow-up re: same (.3). Bonnie Steingart Review materials re: CRO compensation package. Bonnie Steingart Tic with Board re: CRO compensation package (.7); related follow-up and emails re: same (.5). Matthew Roose Review materials re: Board call (.4); attend Board call (.7). Gabriel Libhart Review Independent Committee meeting attendance. Matthew Roose Email with M. Murphy re: IC meetings. Brad E. Scheler Independent Committee call (.8); related follow-up (.2). Bonnie Steingart Independent Committee call (.8); related follow-up (.3). Gabriel Libhart Independent Committee call (.8); related follow up and emails (1.3). Cedrick Mendoza-Tolentino Prepare minutes of Independent Committee meeting. Review materials prepared for Board meeting. Bonnie Steingart Brad E. Scheler Review board materials (1.1 ); follow-up on board meeting (.9). Bonnie Steingart Attend Board meeting (.9); related follow-up (.3). Bonnie Steingart Review board materials. Review materials for Board meeting (1.2); email team Matthew Roose re: same (.5); ole with B. Steingart re: same (.6); attend Board meeting (.9); related follow-up (.6). Review and revise Board meeting minutes circulated by Gabriel Libhart Kirkland. Gabriel Libhart Review materials for 4127 Board meeting. Cedrick Mendoza-Tolentino Review materials for Board meeting (.5); review Board and Independent Committee minutes (.8). Bonnie Steingart Review draft Board and IC minutes. Review and revise Board minutes (1.8); multiple emails Matthew Roose and ole re: same (.7). Bonnie Steingart Review draft Board minutes. Review draft IC minutes. Bonnie Steingart Gabriel Libhart Revise Independent Committee meeting minutes (2.2); emails re: same (.2). Total:

Brad E. Scheler

1.00 1.90 1.20 1.10 0.50 0.10 1.00 1.10 2.10 2.80 1.20 2.00 1.20 1.30 3.80

1,100.00 1,843.00 1,164.00 638.00 230.00 58.00 1,100.00 1,067.00 966.00 1,106.00 1,164.00 2,200.00 1,164.00 1,261.00 2,204.00

2.50 0.80 1.30 1.20 2.50 1.40 1.20 2.40 35.60

1,150.00 368.00 513.50 1,164.00 1,450.00 1,358.00 1,164.00 1,104.00 25,536.50

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

Time Detail
Date Timekeeper Description Hours Amount

04/05/11 04/27/11 04/28/11

Cedrick Mendoza-Tolentino Review pleadings related to April 28, 2011 omnibus hearing. Gabriel Libhart Matthew Roose Emails with C. Mendoza-Tolentino re: 4/28 hearing. Attend omnibus hearing. Total:

0.20 0.20 0.50 0.90

79.00 92.00 290.00 461.00

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

Time Detail
Date Timekeeper Description Hours Amount

04/03/11 04/04/11 04/04/11 04/05/11 04/06/11 04/06/11 04/06/11 04/06/11 04/06/11 04/06/11 04/07/11 04/07/11 04/07/11 04/07/11

Cedrick Mendoza-Tolentino Review em ails regarding plan process. Alan Resnick Reviewed and commented on provisions of draft plan regarding indemnification, releases, and exculpation. Matthew Roose Review plan (.9); emails with A. Resnick re: same (.4); tic with Kirkland re: comments (.3). Bonnie Steingart Bonnie Steingart Bonnie Steingart Gregg L. Weiner Alan Resnick Matthew Roose Gabriel Libhart Bonnie Steingart Gregg L. Weiner Alan Resnick Matthew Roose Review plan. Review draft disclosure statement. Review discussion materials and issues re: LNR hotels. Attention to POR re: D&O insurance. Reviewed revised draft of sections of the plan dealing with directors and their professionals. Review revised plan (.8); emails with A. Resnick re: same (.5); draft revisions re: same (.5). Review draft plan and draft disclosure statement (1.9); emails re: same (.2). Review draft disclosure statement. Review and comment on D&O provisions of plan (.9); emails w/ M. Roose re: same (.1). Confer with Matt Roose re: provisions in draft plan of reorganization relating to directors. Review and revise plan re: D&O issues (.6); review and revise DS (1.4); tic with Kirkland re: same (.4); emails with G. Weiner re: same (.2); ole wl A. Resnick re: same. Review revised draft plan. Review revised disclosure statement. Review issues re: D&O insurance. Emails re: D&O insurance. Reviewed revised draft of plan and disclosure statement regarding rights and protections for Independent Committee (.2); tic w/ Matt Roose re: releases and exculpation language in plan (.1 ). Review final revisions to Plan and DS (1.0); tic with K&E re: revisions (.6); emails with G. Weiner re: same (.2); tic w/ A. Resnick re: plan (.1). Review and summarize provisions of plan (2.2); email to clients re: same (.2). Review disclosure statement language.

0.10 0.50 1.60 1.40 1.90 1.30 0.50 0.40 1.80 2.10 2.40 1.00 0.30 2.90

39.50 500.00 928.00 1,358.00 1,843.00 1,261.00 485.00 400.00 1,044.00 966.00 2,328.00 970.00 300.00 1,682.00

04/08/11 04/08/11 04/08/11 04/08/11 04/08/11

Bonnie Steingart Bonnie Steingart Bonnie Steingart Gregg L. Weiner Alan Resnick

1.10 1.30 1.10 0.20 0.30

1,067.00 1,261.00 1,067.00 194.00 300.00

04/08/11

Matthew Roose

1.90

1,102.00

04/08/11 04/08/11

Gabriel Libhart Gabriel Libhart

2.40 1.10

1,104.00 506.00

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

Date

Timekeeper

Description

Hours

Amount

04/08/11 04/11/11 04/13/11 04/25/11 04/26/11 04/26/11 04/26/11 04/27/11 04/28/11 04/29/11

Gabriel Libhart Bonnie Steingart Matthew Roose Gabriel Libhart Matthew Roose

Review filed versions of disclosure statement and plan of reorganization (.3); email to clients re: same (.2). Review various issues re: plan and disclosure statement. Review update process letter (.6); emails re: same (.2). Review Ad Hoc Committee joinder & Debtors' objection to Midland motion (.6); emails re: same (.1 ).

0.50 1.30 0.80 0.70 0.40 0.40 0.40 1.10 1.30 2.10 36.60

230.00 1,261.00 464.00 322.00 232.00 184.00 158.00 1,067.00 1,261.00 2,037.00 27,921.50

Emails with team re: update (.2); emails with B. Scheler re: R. Bojmel, MB and LNR (.2). Review Debtors' objection to Midland motion (.3); emails Gabriel Libhart re: same (.1). Cedrick Mendoza-Tolentino Review and revise summary of Debtors' Objection to Midland Motion. Bonnie Steingart Bonnie Steingart Bonnie Steingart Review issues re: bids and auction. Review materials prepared by Moelis. Review bid materials. Total:

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

Time Detail
Timekeeper Description

04/03/11

Matthew Roose

Attention to emails re: Ad Hoc Committee. Total:

0.20 0.20

116.00 116.00

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

Time Detail
Date Timekeeper Description Hours Amount

04/05/11 04/07/11 04/27/11 05/01/11 05/04/11 05/06/11 05/10/11 05/10/11 05/11/11 05/17/11

Brad E. Scheler Brad E. Scheler Brad E. Scheler Brad E. Scheler Matthew Roose

Review emails and plan/ disclosure statement drafts (.7); calls with IC re: same (.3). Review D&O related provisions in plans of reorganization (.7); emails with IC re: same (.3). Calls w/ Ruisi re: board meeting follow-up( .7); related follow-up (.3). Calls and emails with IC re: auction. Follow-up with IC re: auction (.6); attention to documents (.6).

1.00 1.00 1.00 1.00 1.20 3.80 2.70 1.80 2.20 1.40 17.10

1,100.00 1,100.00 1,100.00 1,100.00 696.00 1,501.00 1,242.00 828.00 2,134.00 1,358.00 12,159.00

Cedrick Mendoza-Tolentino Review and prepare summary for IC of responses to Debtors' disclosure statement. Gabriel Libhart Gabriel Libhart Bonnie Steingart Bonnie Steingart Client summary e-mail re: material changes to disclosure statement and plans of reorganization. Client summary e-mail re: Midland/Lehman objections to revised disclosure statement. Review documents re: disclosure statement (.8); followup with IC re: process (.4). Review numerous em ails re: disclosure statement order and stipulation (1.1); follow-up with IC re: same (.3). Total:

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

Time Detail
Date Timekeeper Description Hours Amount

04/19/11 04/20/11 05/12/11 05/12/11 05/12/11

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

Attention to issues re: board call (.4); calls re: same (.6). Follow-up on board calls re: open issues and auction (1.2); related follow-up (.8). Board call (.8); related follow up (.2). Board call re: disclosure statement (.8); related emails and follow up (.4). Board call. Total:

1.00 2.00 1.00 1.20 0.80 6.00

1,100.00 2,200.00 1,100.00 1,164.00 464.00 6,028.00

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

Time Detail
Date Timekeeper Description Hours Amount

05/11/11 05/11/11 05/11/11 05/11/11

Bonnie Steingart Matthew Roose Gabriel Libhart

Attend court hearing (.7); related follow-up (.5). Chambers conference re: Disclosure Statement hearing.

1.20 0.70 2.10 3.80

1,164.00 406.00 966.00 1,501.00

Attend hearing. Cedrick Mendoza-Tolentino Review emails and materials re: Disclosure Statement hearing (1.7); attend hearing re: disclosure statement (2.1). Attend Disclosure Statement hearing (2.1 ); related follow-up (.4).

05/13/11 05/13/11 05/16/11

Matthew Roose

2.50 2.10 0.30 12.70

1,450.00 966.00 118.50 6,571.50

Gabriel Libhart Attend hearing on Disclosure Statement. Cedrick Mendoza-Tolentino Review order approving stipulation (.1 ); review Marriott response to Debtors' objection (.2). Total:

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

Time Detail
Date Timekeeper Description Hours Amount

04/04/11 04/06/11 04/08/11 04/11/11 04/15/11

Brad E. Scheler Brad E. Scheler Brad E. Scheler Brad E. Scheler Brad E. Scheler

Review draft plan documents (.5); calls re: same (.5). Discussions with team re: revisions to plan documents. Review revisions to plan documents. Attention to client concerns re: auction process (1.4); calls and emails re: same (.6). Review Midland pleading re: management incentive plan in plan of reorganization (.7); multiple calls re: same (.8). Review emails related to updated process letter (.2); calls re: auction process (.8). Attention to open issues re: board calls and auction (1.3); related follow-up (.7). Attend auction. Attend auction at Kirkland &Ellis' offices. Attend auction. Review documents and agreements re: auction. Attend auction at Kirkland &Ellis. Attend auction (5.1); related follow-up (.7) Review disclosure statement objections (2.4); emails re: same (.7). Review objections and reservations of rights to Debtors' disclosure statement (1.0); e-rnails re: same (.2). Review revised disclosure statement with schedules.

1.00 1.00 1.00 2.00 1.50

1,100.00 1,100.00 1,100.00 2,200.00 1,650.00

04/18/11 04/21/11 05/02/11 05/02/11 05/02/11 05/03/11 05/03/11 05/03/11 05/06/11 05/06/11 05/09/11 05/09/11 05/09/11 05/09/11 05/09/11

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

1.00 2.00 3.50 12.50 14.70 1.90 4.20 5.80 3.10 1.20 2.20 1.50 1.20 1.10 4.30

1,100.00 2,200.00 3,850.00 12,125.00 8,526.00 1,843.00 4,074.00 3,364.00 1,798.00 552.00 2,134.00 1,455.00 1,164.00 1,067.00 2,494.00

Tics with M. Roose and counsel re: revised disclosure

statement and plans. Review issues re: ad hoc committee objection to auction. Review objections to disclosure statement. Review revised plan and OS (1.9); multiple calls and emails re: same (.6); review and revise summary re: same (1.8). Review revised disclosure statement and plans (2.0); emails re: same (1.1). Review objection to disclosure statement. Review blackline of disclosure statement. Attention to updates re: Disclosure Statement hearing and process (.9); update team on plan and OS changes (.2).

05/09/11 05/10/11 05/10/11 05/10/11

Gabriel Libhart Bonnie Steingart Bonnie Steingart Matthew Roose

3.10 1.40 0.70 1.10

1,426.00 1,358.00 679.00 638.00

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

Date

Timekeeper

Description

Hours

Amount

05/10/11 05/11/11 05/12/11 05/12/11 05/12/11 05/12/11 05/13/11

Cedrick Mendoza-Tolentino Review and prepare summary of Midland and Lehman objections to disclosure statement. Bonnie Steingart Bonnie Steingart Bonnie Steingart Multiple tics with counsel re: plan and disclosure statement. Review revised disclosure statement. T/c with counsel re: disclosure statement and related issues.

1.40 1.80 1.90 1.50 0.80 1.60 2.40

553.00 1,746.00 1,843.00 1,455.00 464.00 632.00 2,328.00

Review changes to Plans and Disclosure Statement. Matthew Roose Cedrick Mendoza-Tolentino Review drafts of revised plan and disclosure statement. Bonnie Steingart Review revised plan, disclosure statement, and supplemental analysis (i.e., best interests, future projections, liquidation analysis and related documents). Review agreement re: ad hoc committee. Review issues re: revised disclosure statement order (1.5); review blackline and emails re: same (1.3).

05/13/11 05/16/11 05/16/11 05/16/11 05/17/11 05/18/11 05/19/11 05/19/11 05/19/11 05/23/11 05/24/11 05/25/11

Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Bonnie Steingart

0.90 2.80 0.60 1.10 1.20 0.20 1.30 1.40 0.20 0.30 1.70 1.40

873.00 2,716.00 582.00 638.00 1,164.00 79.00 1,261.00 1,358.00 79.00 118.50 671.50 553.00

Tic with A Sathy and counsel re: various issues.

Review final changes to Plans and Disclosure Statement. Review Debtors' blackline of disclcosure statement and plan.

Bonnie Steingart Bonnie Steingart

Cedrick Mendoza-Tolentino Review response to Debtors' omnibus objection. Review forms of disclosure statement approval orders. Review blackline of disclosure statement. Cedrick Mendoza-Tolentino Review Midland objection to Best Western motion.

Cedrick Mendoza-Tolentino Review UST objection to plan. Cedrick Mendoza-Tolentino Review and prepare summary email of Midland motion re: Grand Prix Guaranty. Cedrick Mendoza-Tolentino Review and revise Midland objection summary (.2); review and prepare summary of UST objection to plan (1.2). Total:

97.50

78,111.00

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

Time Detail
Date Timekeeper Description Hours Amount

05/04/11 05/04/11 05/05/11 05/05/11 05/05/11 05/06/11 05/19/11 05/22/11

Matthew Roose Gabriel Libhart Alan Resnick Matthew Roose Gabriel Libhart Matthew Roose

Emails and calls with K&E re: fee application. Draft second interim fee application. Reviewed Second Interim Fee Application. Review second interim fee application. Revise second interim fee application (1.4); e-mails re: same (.2). Review and revise second interim fee application.

0.20 3.00 0.40 1.50 1.60 2.10 0.40 0.20 Total: 9.40

116.00 1,380.00 400.00 870.00 736.00 1,218.00 232.00 79.00 5,031.00

Emails re: UST request re: fee applications. Matthew Roose Cedrick Mendoza-Tolentino Review UST objection to interim fee applications.

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

Time Detail
Date 06/15/11 06/17/11 06/17/11 Timekeeper Matthew Roose Bonnie Steingart Matthew Roose Description Calls with F. Kleisner re: confirmation (.2); calls with Kirkland re: same (.2); related follow up (.3). Calls with Kleisner re: confirmation issues (.2); calls with Kirkland and Ellis (.3); related follow-up (1.0). Call with F. Kleisner re: confirmation (.2); calls with Debtors re: same (.3); ole wf G. Libhart re: F. Kleisner declaration (.2). Call with Debtors re: Kleisner declaration/confirmation (.3); ole with M. Roose re: same (.2) Hours 0.70 1.50 0.70 Amount 406.00 1,455.00 406.00

06/17/11 06/17/11 06/17/11

Gabriel Libhart Gabriel Libhart

0.50 0.20 4.30

230.00 92.00 1,698.50

Ole with M. Roose re: Kleisner declaration.

Cedrick Mendoza-Tolentino Review amendment to chapter 11 plan (.2); review and prepare summary for IC re: objections to chapter 11 plan (4.1). Matthew Roose Gary Kaplan Matthew Roose Review F. Kleisner declaration (.4); emails with F. Kleisner re: same (.1 ). Testimony preparation session w/ Kleisner. Review materials re: Kleisner prep (.3); attend Kleisner prep (3.0); related follow-up (.7). Total:

06/20/11 06/22/11 06/22/11

0.50 2.20 4.00 14.60

290.00 2,134.00 2,320.00 9,031.50

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

Time Detail
Date Timekeeper Description Hours Amount

06/16/11 06/16/11 06/22/11 06/29/11

Bonnie Steingart Matthew Roose Matthew Roose

Board call (.4); tic with F. Kleisner (.2); review Board presentation (.5); review draft confirmation order (1.3). Review board materials (.9); participate in board call (.4). Board call. Total:

2.40 1.30 0.30 0.50 4.50

2,328.00 754.00 174.00 197.50 3,453.50

Cedrick Mendoza-Tolentino Review IC meetings from April1, 2011.

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

Time Detail
Date Timekeeper Description Hours Amount

06/06/11 06/07/11 06/23/11 06/23/11

Bonnie Steingart Gabriel Libhart Gary Kaplan Matthew Roose

Review documents for omnibus hearing (1.0); review fee order (.2). Prepare for and attend hearing re: interim fee application. Prepare for and attend Innkeepers confirmation hearing (3.4); related follow-up (.6). Review revisions to POR and Disclosure Statement (.3); attend confirmation hearing (3.4). Total:

1.20 2.00 4.00 3.70 10.90

1,164.00 920.00 3,880.00 2,146.00 8,110.00

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

Time Detail
Date Timekeeper Description Hours Amount

06/17/11

Matthew Roose

Attention to issues re: confirmation (.7); review objections (.7); call with F. Kleisner re: confirmation (.2); calls with Debtors re: same (.3); o/c w/ G. Libhart re: F. Kleisner declaration (.2). Attention to issues re: confirmation (.7); review objections (.7). Review Innkeepers plan materials. Review plan objections and summary of same (.9); emails re: same (.6) Draft summary of employment issue and F. Kleisner declaration for G. Kaplan and B. Steingart. Review confirmation order and plan revisions. Review Innkeepers declarations and sections of brief (2.1); e-mails re: same (.4). Review materials re: plan confirmation (1. 1); review materials re: Kleisner prep (.3); attend Kleisner prep (3.0); related follow-up (.7). Review materials re: plan confirmation. Review revised confirmation order (.8); calls and emails re: same (.4). Total:

0.00

0.00

06/17/11 06/20/11 06/20/11 06/21/11 06/21/11 06/22/11 06/22/11

Matthew Roose Gary Kaplan Matthew Roose Matthew Roose Matthew Roose Gary Kaplan Matthew Roose

1.40 3.50 1.50 1.50 1.10 2.50 0.00

812.00 3,395.00 870.00 870.00 638.00 2,425.00 0.00

06/22/11 06/28/11

Matthew Roose Bonnie Steingart

1'10 1.20 13.80

638.00 1,164.00 10,812.00

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

Time Detail
Date Timekeeper Description Hours Amount

06/03/11 06/03/11 06/17/11

Matthew Roose Gabriel Libhart Gabriel Libhart

Review fee order. Review second interim fee order (.3); calls and e-mails re: same (.2). Review Innkeepers materials re: compensation. Total:

0.30 0.50 0.40 1.20

174.00 230.00 184.00 588.00