10000005592

Hearing Date: December 13, 2011 at 2:00 p.m.
(ET)
Objection Deadline: December 6, 2011 at 4:00 p.m. (ET)

K&E 20183769
James H.M. Sprayregen, P.C.
Paul M. Basta
Stephen E. Hessler
Brian S. Lennon
KIRKLAND & ELLIS LLP
601 Lexington Avenue
New York, New York 10022-4611
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

and

Anup Sathy, P.C.
300 North LaSalle
Chicago, Illinois 60654-3406
Telephone: (312) 862-2000
Facsimile: (312) 862-2200

Counsel to the Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
FOURTH INTERIM AND FINAL APPLICATION OF
KIRKLAND & ELLIS LLP REQUESTING APPROVAL FOR
COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR
REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED

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.
10-13800-scc Doc 2236 Filed 11/22/11 Entered 11/22/11 23:55:46 Main Document
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Table of Contents
Table of Contents ............................................................................................................................. i
Summary of Fourth Interim and Final Fee Application ...................................................................1
Jurisdiction .......................................................................................................................................2
Background ......................................................................................................................................3
Reasonable and Necessary Services Rendered by K&E ..................................................................5
Retention and Disinterestedness of Kirkland & Ellis LLP ............................................................13
Reasonable and Necessary Services Rendered by K&E Categorized by Subject Matter ...........18
Actual and Necessary Expenses Incurred by Kirkland & Ellis LLP ............................................35
K&Es Requested Compensation and Reimbursement Should be Allowed ................................37
Notice .............................................................................................................................................39
No Prior Request ............................................................................................................................40
Conclusion .....................................................................................................................................40

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Summary of Fourth Interim and Final Fee Application
NAME OF APPLICANT: Kirkland & Ellis LLP
AUTHORIZED TO PROVIDE PROFESSIONAL SERVICES TO:
Debtors and
Debtors-in-Possession
DATE OF RETENTION:
July 19, 2010
(Order entered August 12, 2010)
COMPENSATION & EXPENSE REIMBURSEMENT PERIOD:
July 19, 2010 through
October 27, 2011
AMOUNT OF COMPENSATION REQUESTED: $22,223,155.50
AMOUNT OF EXPENSE REIMBURSEMENT REQUESTED: $1,305,342.98
2

TOTAL AMOUNT OF COMPENSATION & EXPENSE
REIMBURSEMENT REQUESTED: $23,528,498.48
TOTAL AMOUNT OF COMPENSATION & EXPENSE
REIMBURSEMENT PREVIOUSLY REQUESTED AND AWARDED: $17,138,181.50
3

2
Although every effort has been made to include all expenses incurred in the Final Fee Period, some of the
expenses K&E incurred in recent months may not be included in this Final Fee Application due to delays
caused by, among other things, accounting and processing by outside vendors. K&E expressly reserves the
right to increase the amount of expense reimbursement requested to the extent necessary prior to the hearing on
this Final Fee Application.
3
See Omnibus Order Granting First Interim Applications of Retained Professionals for (A) Compensation for
Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses [Docket No. 1074],
Omnibus Order Granting Second Interim Applications of Retained Professionals for (A) Compensation for
Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses [Docket No. 1667]
and Order Granting Applications for Allowance of Third Interim Compensation and Reimbursement of
Expenses [Docket No. 2154].
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K&E 20183769
Kirkland & Ellis LLP (K&E), counsel for the above-captioned debtors and debtors in
possession (collectively, the Debtors), respectfully submits its:
a) Fourth interim application requesting approval of compensation for services
rendered between August 1, 2011 through and including October 27, 2011
(the Fourth Interim Fee Period)
4
in the amount of $5,932,898.50 and
reimbursement of actual and necessary expenses in the amount of $457,418.48
that K&E incurred during the Fourth Interim Fee Period; and
b) Application requesting approval on a final basis of compensation for services
rendered between July 19, 2010 through and including October 27, 2011
(the Final Fee Period) in the amount of $22,223,155.50 and reimbursement of
actual and necessary expenses in the amount of $1,305,342.98 (the Final Fee
Application).
In the aggregate, K&E requests final approval of $23,528,498.48 for services rendered
and reimbursement of actual and necessary expenses incurred. In support of this Final Fee
Application, K&E respectfully represents as follows:
Jurisdiction
1. The United States Bankruptcy Court for the Southern District of New York
(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This matter is a
core proceeding within the meaning of 28 U.S.C. 157(b)(2).
2. Venue is proper pursuant to 28 U.S.C. 1408 and 1409.

4
The Monthly Application for the period October 1, 2011 through and including October 27, 2011 is attached
hereto as Exhibit F (the October Monthly Application) and seeks payment of compensation in the amount
of $2,151,132.50 of fees and reimbursement of actual and necessary expenses in the amount of $317,075.28.
The October Monthly Application is included in the request for compensation during the Fourth Interim Fee
Period and the Final Fee Period.
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3. The bases for the relief requested herein are (a) sections 330 and 331 of title 11 of
the United States Code (the Bankruptcy Code); (b) Rule 2016 of the Federal Rules of
Bankruptcy Procedure (the Bankruptcy Rules); (c) Rule 2016-1 of the Local Rules for the
United States Bankruptcy Court for the Southern District of New York (the Local Rules);
(d) General Order M-389, Amended Guidelines for Fees and Disbursements for Professionals in
Southern District of New York Bankruptcy Cases (the Local Guidelines); (e) the Order
Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of
Expenses for Professionals and Official Committee Members [Docket No. 189]
(the Interim Compensation Order); and (f) the United States Trustee Guidelines for
Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11
U.S.C. 330, effective January 30, 1996 (the UST Guidelines, and together with the Local
Guidelines, the Guidelines). Pursuant to the Local Guidelines, a certification of compliance is
attached hereto as Exhibit A.
Background
4. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with
the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The
Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly
administered pursuant to Bankruptcy Rule 1015(b). 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 August 12, 2010, the Court entered the Order Authorizing the Retention and
Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession
Nunc Pro Tunc to the Petition Date [Docket No. 191].
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6. On May 2 and 3, 2011, the Debtors held two auctions where the Debtors
separately auctioned the equity in the hotels owned and operated by the Fixed/Floating Debtors
and the hotels owned and operated by the Remaining Debtors.
7. On May 19, 2011, the Court entered the 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 [Docket
No. 1441], establishing procedures for solicitation of votes to accept or reject the Debtors Plans
of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (as
amended, the Plan).
5
The Debtors commenced solicitation on or about May 20, 2011.
8. On June 29, 2011, the Court entered the Findings of Fact, Conclusions of Law,
and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code (the Confirmation Order) [Docket No. 1804], confirming the Plan. Within
35 days of entry of the Confirmation Order, the Debtors consummated three of the four joint
plans, representing over $200 million of the Debtors approximately $1.29 billion of secured
debt and completing the restructuring of seven of the Debtors hotels.
6

9. On October 27, 2011, the Fixed/Floating Debtors, Cerberus, Chatham, Midland,
Lehman, and Five Mile, among others, consummated the transaction underlying the

5
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Interim
Compensation Order or the Plan, as applicable.
6
The Debtors consummated the Ontario Plan on July 7, 2011. See Notice of Entry of Confirmation Order and
Occurrence of Effective Date of the Ontario Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code [Docket No. 1859]. The Debtors consummated the Remaining Debtor Plan for certain of the Remaining
Debtors on July 15, 2011. See Notice of Occurrence of Effective Date of the Chapter 11 Plan for Certain of the
Remaining Debtors under Chapter 11 of the Bankruptcy Code [Docket No. 1911]. The Debtors consummated
the Anaheim Plan on July 28, 2011. See Notice of Entry of Confirmation Order and Occurrence of Effective
Date of the Anaheim Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code [Docket
No. 1965].
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Fixed/Floating Plan (with certain Court-approved modifications), and the Fixed/Floating Plan
became effective.
10. Subject to the Courts approval of this Final Fee Application, any amounts to be
paid to K&E shall be paid from the Professional Fee Escrow Account, which the Debtors have
established and funded pursuant to the terms of the Confirmation Order and the Plan. To the
extent that the funds held in the Professional Fee Escrow Account are unable to satisfy the
amount owing to K&E, K&E shall have an Allowed Administrative Claim for any such
deficiency.
Reasonable and Necessary Services Rendered by K&E
11. During the approximately 15 months that comprise the Final Fee Period, K&E
provided the Debtors with reasonable and necessary services that were integral to the Debtors
restructuring efforts. Restructuring the Debtors estates was a large and complex undertaking,
involving numerous prepetition secured parties pursuing interests based on the Debtors nine
separate debt silos, a number of potential outside investors, and vocal equity interests. As a
result, the Debtors Chapter 11 Cases required K&E to invest considerable effort at each stage of
the Debtors restructuring to advance estate interests. Initially, K&E assisted the Debtors in
preserving the value of their estates upon entry into chapter 11. Thereafter, K&E continued to
help the Debtors pursue a value-maximizing restructuring, including the solicitation and
negotiation of plan sponsorship documents. Despite moments of contention, K&E assisted the
Debtors in consensually resolving countless disputes along the way towards a successful stalking
horse proposal, auction, and plan confirmation. With K&Es assistance, the Debtors were able to
reach global consensus with their stakeholders and ultimately emerge from chapter 11 on
October 27, 2011. The following paragraphs summarize the services rendered by K&E during
the case.
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A. The Debtors Transition into Chapter 11.
12. In the weeks and months immediately following the Petition Date, K&E helped
the Debtors effectuate a smooth transition into chapter 11. K&E assisted the Debtors with
seeking and implementing a package of first- and second-day relief designed to protect the value
of the Debtors assets, including relief related to the operation of the Debtors properties, the
administration of the Chapter 11 Cases, and the funding of the Debtors postpetition financing
requirements. A number of the Debtors initial motions were contested, and K&E assisted the
Debtors both in negotiating resolutions and securing approval of all of these administrative,
operational, and financing motions. In particular, K&E assisted the Debtors in negotiating a
complex and comprehensive cash collateral arrangement involving a collection of secured
parties. Notably, none of the parties with an interest in the Debtors cash collateral ever formally
raised an issue with respect to the Debtors use of the cash after the Court entered its final cash
collateral order [Docket No. 402] and all informal issues were settled consensually. K&E also
assisted the Debtors in negotiating and seeking authority to enter into two separate
debtor-in-possession financings (the DIP Financings) to permit the Debtors to bring their
hotel properties into compliance with certain conditions of the Debtors franchise agreements.
7

13. The early stages of the Chapter 11 Cases included a series of disputes that were
the subject of pleadings and hearings before the Court, including an early contested extension of
the Debtors exclusive periods under section 1121 of the Bankruptcy Code [Docket Nos. 348,
437, 455, 456, and 610] and motions to appoint both an examiner and an equity committee
[Docket Nos. 179 and 435]. K&E restructuring and litigation attorneys and paraprofessionals

7
Parties in interest filed a number of objections to the Debtors final use of cash collateral [Docket No. 13] and to
the Debtors entry into the DIP Financings [Docket Nos. 23 and 24]. See Docket Nos. 254, 255, 256, 257, 265,
267, 287, 279, and 311.
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assisted the Debtors by developing comprehensive responses to these motions, involving
complex legal research, thorough fact development, and multi-party negotiations, all culminating
in favorable outcomes for the Debtors.
14. Both before and after the Petition Date, K&E assisted the Debtors in analyzing
and addressing numerous issues related to the Debtors largest franchisor, Marriott International,
Inc. (Marriott). Prior to the Petition Date, K&E advised the Debtors regarding entry into an
agreement extending the deadline for the Debtors to comply with PIPs (property improvement
plans) required under certain Marriott franchise agreements (the Marriott Adequate
Assurance Agreement). Among other things, the Marriott Adequate Assurance Agreement
prevented Marriott from seeking relief from the automatic stay (except in certain circumstances)
and resolved disputes over PIP compliance. As a result of the agreement, the Debtors were able
to focus on negotiations with constituencies without the specter of potential automatic stay
litigation with regard to many of the Debtors hotels.
B. Marketing Efforts and Developing a Plan of Reorganization.
15. On the Petition Date, the Debtors filed a motion to assume a plan support
agreement (PSA) with Lehman ALI Inc. [Docket No. 15]. Although the Court did not
authorize the Debtors to assume the PSA, K&E assisted the Debtors to respond quickly with the
implementation of a multi-stage plan development and sale process that involved continued
constituency participation, thorough marketing of the Debtors assets, a stalking horse plan and
auction, and, ultimately, successful confirmation and consummation of four separate joint plans
of reorganization.
16. Beginning in September 2010, the Debtors, with the assistance of K&E and their
other advisors, implemented a process to identify a plan sponsor and encouraged participation
from all of the Debtors key constituencies, despite their divergent interests. The Debtors began
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by engaging parties in interest to solicit input regarding restructuring alternatives with the goal of
developing a consensual plan structure. To promote meaningful plan development and dialogue,
the Debtors created a virtual data room through which potential plan sponsors could perform
necessary diligence. Working with K&E and their other advisors, the Debtors established a
communication protocol to solicit, receive, and consider restructuring proposals. These efforts
led to more than 120 site visits and more than 25 diligence calls with various hotel managers.
K&E also assisted the Debtors with the formation of a committee of independent trustees of
Debtor Innkeepers USA Trust to facilitate the marketing and plan process.
17. As a result of these efforts, the Debtors received five stalking proposals. K&E
assisted the Debtors in reviewing and analyzing each of these proposals. In December 2010, at
the direction of the Debtors board of trustees, K&E assisted the Debtors in negotiating and
documenting a plan-based sale of the Debtors assets to the confidential party known as
Bidder D. After having made significant progress in finalizing terms with Bidder D, the
Debtors received a superior stalking horse proposal from Five Mile and Lehman (together, Five
Mile/Lehman and their proposal, the Five Mile/Lehman Proposal). K&E, in conjunction
with the Debtors other advisors, immediately initiated a sequence of meetings and discussions
with Five Mile, Lehman, and Midland to negotiate the Five Mile/Lehman Proposal.
18. K&E continued to negotiate with Five Mile, Lehman, and Midland on behalf of
the Debtors in December and January 2011. In the course of near round-the-clock negotiations,
K&E won important concessions for the Debtors, including the right to continue to market the
Debtors assets after court approval to ensure the highest recoveries for their estates as well as an
airtight fiduciary out provision. At the same time, K&E assisted the Debtors in developing and
negotiating bidding procedures and ancillary agreements in support of the Five Mile/Lehman
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Proposal. At the conclusion of these negotiations, K&E assisted the Debtors by preparing a
motion seeking approval of the Five Mile/Lehman Proposal, ancillary agreements, bidding
procedures, bid protections, an expense reimbursement for Bidder D, and a related modification
of the cash collateral order (the Stalking Horse Motion).
19. Various parties contested approval of the Stalking Horse Motion. K&E assisted
the Debtors in addressing objections by, among others, LNR Partners LLC (LNR), the ad hoc
committee of preferred shareholders (the Ad Hoc Committee), and Appaloosa Investment
L.P. I and certain of its affiliates (collectively, Appaloosa). K&Es litigation team focused its
attention on assisting the Debtors with a dozen depositions and the production of more than
10,000 pages of documents. At the same time, K&Es restructuring team worked on improving
the terms of the Five Mile/Lehman Proposal to resolve the objections raised by the various
constituents. This resulted in a modification to the Five Mile/Lehman Proposal in March 2011
that removed the seven properties known as the Seven Sisters from the transaction and
eliminated the proposed $7 million break-up fee to be paid to Five Mile and Lehman in the event
the Debtors received a higher and otherwise better offer for the remaining properties.
20. Despite the modifications to the stalking horse bid, Appaloosa continued to
object, arguing, among other things, that the Five Mile/Lehman Proposal was not in the best
interests of the Debtors estates and that the proposed bidding procedures would impede
competitive bidding by discouraging bidding on individual hotel assets. K&E responded on
behalf of the Debtors by arguing that Appaloosa lacked standing as a certificateholder to object
to the Stalking Horse Motion. K&E researched, analyzed, and briefed this issue extensively
during early February 2011. At a hearing on March 11, 2011, the Court approved the modified
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Stalking Horse Motion and bidding procedures and determined that Appaloosa, in its capacity as
a certificateholder, lacked standing to object to the motion.
21. After the Court approved the Stalking Horse Motion, K&E attorneys turned their
attention to formulating the Debtors plan of reorganization and disclosure statement reflecting
the terms of the modified Five Mile/Lehman Proposal. K&E assisted the Debtors by
researching, formulating, and drafting a plan of reorganization [Docket No. 1094] (comprising
four joint plans for the reorganization of all 92 Debtors) and a disclosure statement [Docket No.
1093], filing both within the milestones set forth in the Five Mile/Lehman Proposal. K&E also
prepared solicitation materials and the motion seeking approval of the disclosure statement
[Docket No. 1095]. Simultaneously, K&E worked with the Debtors and their constituents to
develop plans of reorganization for those Debtors that were not subject to the Five Mile/Lehman
Proposal.
22. In addition, K&E spent a great deal of time working with the Debtors and Moelis
& Company LLC (Moelis), the Debtors financial advisor and investment banker, on matters
related to the Debtors continued marketing of their assets in advance of the April 25, 2011 bid
deadline for the Court-approved auction. As a result of these efforts, the Debtors received one
qualified bid for the entirety of the Fixed/Floating Debtors assets (in addition to the Five
Mile/Lehman Proposal). The Debtors also received two bids for the five hotels that serve as
collateral for the LNR-Serviced Loans, six bids for multiple assets, and another six bids for
individual properties. K&E worked closely with the Debtors management team and Moelis to
evaluate all of the bids received.
C. Auction and Confirmation of the Plans.
23. On May 2 and May 3, 2011, the Debtors held auctions at K&Es offices to
determine the highest or otherwise best bid for the Debtors assets. K&E spent considerable time
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and effort with respect to the auctions, which were attended by approximately 200 individuals
representing over a dozen bidders. First, the Debtors auctioned the equity in the Fixed/Floating
Debtors. After 12 rounds of bidding, Cerberus Capital Management, LP and Chatham Lodging
Trust (together, Cerberus/Chatham) topped the Stalking Horse Proposal by approximately
$154 million with a successful bid of $1.12 billion. Second, the Debtors held an auction for the
properties securing the LNR-Serviced Loans, which generated a successful bid of $195 million
from Chatham Lodging L.P.
24. Following the auctions, K&E coordinated with the Debtors key constituencies to
prepare a revised plan and disclosure statement reflecting the successful results. At the same
time, K&E negotiated separate transactions pursuant to which the lenders with respect to the
Anaheim Hotel Debtors and the Ontario Hotel Debtors would receive the equity in the entities
that owned those hotels through a chapter 11 plan. After an extended period of negotiations with
those lenders, K&E assisted the Debtors in filing a further revised plan and disclosure statement
[Docket Nos. 1444 and 1445]. As a result of these efforts, the Court approved the final form of
the Disclosure Statement on May 19, 2011. Following this approval, K&E assisted the Debtors
in soliciting their Plan, ultimately receiving overwhelming support for the proposed
restructuring.
25. Prior to confirmation, the Debtors received both formal and informal objections to
the Plan. Working with the Debtors management, K&E negotiated resolutions to outstanding
confirmation disputes with various parties in interest, including the Debtors prepetition lenders,
the Ad Hoc Committee, Cerberus, and Chatham. In addition, K&E spent considerable time and
effort helping the Debtors resolve nine formal objections to the Plan. As a result of the efforts of
K&E, the Debtors management, and the Debtors other advisors, the Debtors presented the
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Court with a Plan supported by global consensus, which the Court confirmed by order entered on
June 29, 2011.
D. Consummation of the Debtors Plans.
26. After confirmation, K&E assisted the Debtors in finalizing the four separate
transactions contemplated by the Plan. The Debtors consummated the Ontario Plan on July 7,
2011, pursuant to which the prepetition secured lender had the option to receive the collateral
securing its loan via state foreclosure proceeding or receiving a deed in lieu. On July 15, 2011,
K&E assisted the Debtors in consummating the sale of those hotels owned and operated by the
Remaining Debtors to Chatham Lodging L.P. and consummated the Remaining Debtor Plan for
nine of the Remaining Debtors. K&E also assisted the Debtors in consummating the Anaheim
Plan on July 28, 2011, pursuant to which the Anaheim Hotel Debtors assets were transferred to
an affiliate of the mezzanine loan lender.
27. Consummation of the Fixed/Floating Plan proved more difficult, however. On
August 19, 2011, Cerberus/Chatham sent the Debtors a notice of termination of the commitment
letter. Shortly thereafter, Cerberus/Chatham sent the Debtors a modified form of commitment
letter requesting a reduction in the consideration to be provided to the holders of the Debtors
Fixed Rate Mortgage Loan, Floating Rate Mortgage Loan, and Floating Rate Mezzanine Loan.
28. K&E, at the Debtors direction, immediately mobilized its litigation team to
prepare for and commence an adversary proceeding, Case No. 11-02557, seeking damages and
other remedies for Cerberus/Chathams breach of the commitment letter. While K&E attorneys
prepared for a complete trial on a number of challenging legal issues related to the
Fixed/Floating Plan consummation, K&E, along with the Debtors other advisors, continued to
support the Debtors efforts to find an alternative restructuring solution for the Fixed/Floating
Debtors. Ultimately, with K&Es assistance, the Debtors arrived at a global resolution with
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Cerberus/Chatham on the eve of trial to implement the sale to Cerberus/Chatham on modified
terms. The resolution provided for a sale of the Fixed/Floating Debtors assets for approximately
$75 million more than the terms of the original Five Mile/Lehman Proposal. All parties
adversely affected by the modified proposal consented to the revised terms, and the Court
approved the necessary modifications to the Fixed/Floating Plan on October 21, 2011 [Docket
No. 2181]. The parties consummated the transaction on October 27, 2011.
Retention and Disinterestedness of Kirkland & Ellis LLP
29. As previously disclosed, K&E does not hold or represent any interest adverse to
the Debtors estates and is a disinterested person as that term is defined in section 101(14) of the
Bankruptcy Code as modified by section 1107(b) of the Bankruptcy Code.
8

30. K&E may have in the past represented, may currently represent, and likely in the
future will represent, parties in interest in connection with matters unrelated to the Debtors in the
Chapter 11 Cases. In the Declarations, K&E disclosed its connections to parties in interest that it
has been able to ascertain using its reasonable efforts.
31. K&E performed the services for which it is seeking compensation on behalf of or
for the Debtors and their estates, and not on behalf of any committee, creditor, or other entity.

8
See Declaration of Paul M. Basta in Support of the Debtors Application for Entry of an Order Authorizing the
Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession
Nunc Pro Tunc to the Petition Date [Docket No. 20, Ex. B]; the Supplemental Declaration of Paul M. Basta in
Support of the Debtors Application for Entry of an Order Authorizing the Retention and Employment of
Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition
Date [Docket No. 126]; the Second Supplemental Declaration of Paul M. Basta in Support of the Debtors
Application for Entry of an Order Authorizing the Retention and Employment of Kirkland & Ellis LLP as
Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 543]; the
Third Supplemental Declaration of Paul M. Basta in Support of the Debtors Application for Entry of an Order
Authorizing the Retention and Employment of Kirkland & Ellis LLP as Attorneys for the Debtors and Debtors
in Possession Nunc Pro Tunc to the Petition Date [Docket No. 951]; and the Fourth Supplemental Declaration
of Kirkland & Ellis LLP in Support of the Debtors Retention and Employment of Kirkland & Ellis LLP as
Attorneys for the Debtors and Debtors in Possession Nunc Pro Tunc to the Petition Date [Docket No. 1862]
(collectively, the Declarations).
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32. Except to the extent of the advance payments paid to K&E that K&E previously
disclosed to this Court in the Declarations, K&E has received no payment and no promises for
payment from any source other than the Debtors for services rendered or to be rendered in any
capacity whatsoever in connection with the Chapter 11 Cases.
33. Pursuant to Bankruptcy Rule 2016(b), K&E has not shared, nor has K&E agreed
to share, (a) any compensation it has received or may receive with another party or person other
than with the partners, counsel, and associates of K&E or (b) any compensation another person
or party has received or may receive.
34. At the hearing at which the Court approved the Debtors compensation of Fried,
Frank, Harris, Shriver & Jacobson LLP (Fried Frank), the Court directed K&E and Fried
Frank to pay particular attention to avoiding the duplication of efforts. K&E has been mindful of
the Courts instructions and has endeavored to avoid any duplication of efforts.
K&Es Interim Fee Requests
35. On January 14, 2011, K&E filed the First Interim Application of Kirkland & Ellis
LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual
and Necessary Expenses Incurred during the Period July 19, 2010 through November 30, 2010
[Docket No. 826]. On March 31, 2011, the Court entered an order allowing compensation for
services rendered and reimbursement of expenses [Docket No. 1074].
36. On May 16, 2011, K&E filed the Second Interim Application of Kirkland & Ellis
LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of Actual
and Necessary Expenses Incurred During the Period December 1, 2010 Through March 31,
2011 [Docket No. 1667]. On June 9, 2011, the Court entered an order allowing compensation
for services rendered and reimbursement of expenses [Docket No. 1667].
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37. On September 14, 2011, K&E filed the Third Interim Application of Kirkland &
Ellis LLP for (A) Compensation for Professional Services Rendered and (B) Reimbursement of
Actual and Necessary Expenses Incurred During the Period April 1, 2011 Through July 31, 2011
[Docket No. 2093]. On October 6, 2011, the Court entered an order allowing compensation for
services rendered and reimbursement of expenses [Docket No. 2154].
38. In accordance with the Interim Compensation Order, K&E has served 16 Monthly
Applications, covering the Final Fee Period, on: (a) the Debtors; (b) the U.S. Trustee; (c) counsel
to the Creditors Committee; (d) counsel to Midland Loan Services, Inc.; and (e) counsel to
Certain Prepetition Lenders.
9

9
See Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of
Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from July 19, 2010 through
July 31, 2010, filed August 25, 2010 [Docket No. 318]; Monthly Application of Kirkland & Ellis LLP for
Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in
Possession for the Period from August 1, 2010 through August 31, 2010, filed October 13, 2010 [Docket No.
571]; Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of
Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from September 1, 2010
through September 30, 2010, filed October 29, 2010 [Docket No. 632]; Monthly Application of Kirkland & Ellis
LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors
in Possession for the Period from October 1, 2010 through October 31, 2010, filed November 24, 2010 [Docket
No. 733]; Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of
Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from November 1, 2010
through November 30, 2010, filed December 30, 2010 [Docket No. 785]; Monthly Application of Kirkland &
Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and
Debtors in Possession for the Period from December 1, 2010 through December 31, 2010, filed January 31,
2011 [Docket No. 884]; Monthly Application of Kirkland & Ellis LLP for Compensation for Services and
Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from
January 1, 2011 through January 31, 2011, filed February 28, 2011 [Docket No. 956]; Monthly Application of
Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the
Debtors and Debtors in Possession for the Period from February 1, 2011 through February 28, 2011, filed
March 31, 2011 [Docket No. 1075]; Monthly Application of Kirkland & Ellis LLP for Compensation for
Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period
from March 1, 2011 through March 31, 2011, filed April 29, 2011 [Docket No. 1169]; Monthly Application of
Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the
Debtors and Debtors in Possession for the Period from April 1, 2011 through April 30, 2011, filed May 31,
2011 [Docket No. 1584]; Monthly Application of Kirkland & Ellis LLP for Compensation for Services and
Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period from May 1,
2011 through May 31, 2011, filed June 30, 2011 [Docket No. 1844]; Monthly Application of Kirkland & Ellis
LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors
in Possession for the Period from June 1, 2011 through June 30, 2011, filed July 29, 2011 [Docket No. 1970];
Monthly Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as
(continued on next page)
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39. K&E regularly reviews its bills to ensure that the Debtors are only billed for
services that were actual and necessary. Moreover, in accordance with the Guidelines, K&E
regularly reduces its expenses, particularly expenses related to travel and overtime meals. For
the Fourth Interim Fee Period, the Monthly Application for August 2011 included a voluntary
waiver of expenses in the amount of $644.16. The Monthly Application for September 2011
included a voluntary waiver of fees in the amount of $27,665.00, and expenses in the amount of
$17,178.93. The Monthly Application for October 2011 included a voluntary waiver of fees in
the amount of $51,381.00 and expenses in the amount of $51,349.60. As a result, K&E has
reduced its fees and expenses by a total of $148,218.69 for the Fourth Interim Fee Period. To
date, K&E has voluntarily waived fees in the amount of $457,704.29 and expenses in the amount
of $151,065.58, for a total of fees and expenses in the amount of $608,769.87 during the Final
Fee Period.
40. As of the date herein, K&E has received $17,918,083.14 from the Debtors for
fees and expenses incurred by K&E during the Final Fee Period. Pursuant to the Plan,
outstanding amounts to be paid to K&E for fees and expenses incurred during the Final Fee
Period will be paid from the Professional Fee Escrow Account, which was funded on the
effective date of the Fixed/Floating Plan.

Attorneys for the Debtors and Debtors in Possession for the Period from July 1, 2011 through July 31, 2011,
filed August 31, 2011 [Docket No. 2054]; Monthly Application of Kirkland & Ellis LLP for Compensation for
Services and Reimbursement of Expenses as Attorneys for the Debtors and Debtors in Possession for the Period
from August 1, 2011 through August 31, 2011, filed September 30, 2011 [Docket No. 2143]; and Monthly
Application of Kirkland & Ellis LLP for Compensation for Services and Reimbursement of Expenses as
Attorneys for the Debtors and Debtors in Possession for the Period from September 1, 2011 through September
30, 2011, filed November 1, 2011 [Docket No. 2196]. As noted above, the October Monthly Application,
attached hereto as Exhibit F, is included in the request for compensation during the Fourth Interim Fee Period
and the Final Fee Period.
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41. For the convenience of the Court and all parties in interest, attached hereto as
Exhibit C contains schedules of the total amount of fees and expenses incurred under each
internal K&E Subject Matter (as defined herein) during the Fourth Interim Fee Period and the
Final Fee Period.
42. K&E is only seeking compensation for services rendered to the Debtors and their
estates in connection with the Chapter 11 Cases. The rates described herein are K&Es hourly
rates for services of this type provided during the Final Fee Period. Based on these rates and the
services performed by each individual, the total reasonable value of such services rendered
during the Final Fee Period is $22,223,155.50. K&E attorneys and paraprofessionals expended a
total of 39,371.90 hours working on the Chapter 11 Cases during the Final Fee Period, at a
blended average hourly rate of $569.28 for attorneys and paraprofessionals.
43. K&E maintains computerized records of the time expended in the provision of the
professional services required by the Debtors and their estates. These records are maintained in
the ordinary course of K&Es practice. For the convenience of the Court and all parties in
interest, attached hereto as Exhibit D are summaries for the Fourth Interim Fee Period and the
Final Fee Period, setting forth the name of each attorney and paraprofessional for whose work on
the Chapter 11 Cases compensation is sought, each attorneys year of bar admission and area of
practice concentration, the aggregate time expended by each attorney and each paraprofessional
during the Fourth Interim Fee Period and the Final Fee Period, the hourly billing rate for each
attorney and each paraprofessional at K&Es current billing rates during the Fourth Interim Fee
Period and the Final Fee Period, and an indication of the individual amounts requested as part of
the total amount of compensation requested during the Fourth Interim Fee Period and the Final
Fee Period.
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44. K&E also maintains computerized records of all expenses incurred in connection
with the performance of professional services. Summaries of the amounts and categories of
expenses for which reimbursement is sought for the Fourth Interim Fee Period and the Final Fee
Period are attached hereto as Exhibit E.
45. K&E has provided copies of its computerized records of fees and expenses in the
format specified by the Guidelines have been furnished to the Court, the U.S. Trustee, counsel to
the Creditors Committee, and counsel to certain prepetition lenders with each Monthly
Application during the Final Fee Period.
46. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
the amount of fees requested is fair and reasonable in light of: (a) the complexity of the
Chapter 11 Cases; (b) the time expended by K&Es attorneys and paraprofessionals; (c) the
nature and extent of the services rendered; (d) the value of such services; and (e) the costs of
comparable services other than in a case under the Bankruptcy Code.
Reasonable and Necessary Services
Rendered by K&E Categorized by Subject Matter
47. The professional services that K&E rendered during the Final Fee Period are
grouped into the numbered and titled categories of the subject matters described in paragraphs 48
through 69 herein (each, a Subject Matter).
48. Chapter 11 Bankruptcy Filing Issues (Matter 2)
(Fees: $39,761.00; Expenses: $1,060.52; Hours: 81.00)
This Subject Matter includes filing the Chapter 11 Cases and preparing for the
first day hearing, including drafting related notices, proposed orders, and preparation
materials.
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49. Adversary Proceedings and Contested Matters (Matter 3)
(Fees: $6,251,317.00; Expenses: $422,030.50; Hours: 12,092.00)
This Subject Matter includes time spent by K&E attorneys and paraprofessionals
addressing contested matters throughout the Final Fee Period. The Debtors Chapter 11 Cases
are large and complex, with a number of sophisticated secured and other parties who actively
participated throughout the Chapter 11 Cases. These parties have pursued vigorously their
interests in motion practice and discovery from the outset of the Chapter 11 Cases. This Subject
Matter includes, among other things, activity by K&E attorneys and paraprofessionals supporting
the Debtors in various disputes spanning the duration of the Chapter 11 Cases. Although K&E
was frequently able to negotiate consensual resolutions to these disputes, K&E litigation and
bankruptcy professionals prepared over 180,000 pages of documents sought by multiple parties
in interest through formal and informal discovery and prepared for, took, defended, or
participated in 36 depositions. Specifically, during the Final Fee Period, K&E spent
considerable time:
reviewing and responding to certain objections to first day and second day
relief;
negotiating and drafting a stipulated protective order [Docket No. 203], which has
governed all of the discovery-related activities of all of the key constituencies
throughout the Chapter 11 Cases;
addressing the Motion of the Ad Hoc Committee of Preferred Shareholders for
Order Directing Appointment of Examiner Pursuant to Section 1104(c)(1)-(2) of
the Bankruptcy Code [Docket No. 179] and the Motion of the Ad Hoc Committee
of Preferred Shareholders for Order Directing Appointment of Statutory
Committee of Preferred Shareholders Pursuant to Bankruptcy Code Section
1102(a)(2) [Docket No. 435], both of which included researching, drafting, and
reviewing pleadings, preparing for multiple hearings, preparing relevant witnesses
and developing facts, and successfully arguing against the relief requested;
responding to the Creditors Committees motion in August 2010 to conduct
Rule 2004 discovery [Docket No. 222] and attending hearings and negotiations
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related thereto, as well as reviewing, processing, and responding to discovery
requests pursuant to that motion;
drafting pleadings and negotiating with constituencies regarding five separate
extensions of the Debtors exclusive periods under section 1121 of the
Bankruptcy Code to protect the Debtors plan process, which initially included
researching and drafting responses to motions to terminate exclusivity;
analyzing issues regarding the state court litigation and subsequent adversary
proceeding between LNR and CRES Investment No. II, LP regarding the
servicing of the Debtors fixed rate mortgage loan;
reviewing, processing, and responding to discovery requests regarding to the
Debtors Stalking Horse Motion, which included a dozen depositions and the
production and review of over 10,000 pages of documents;
scheduling, preparing for, taking, defending, and attending twelve depositions
regarding the Debtors Stalking Horse Motion, as well as reviewing and analyzing
the results of those depositions; and
analyzing issues related to the standing of certificateholders to be heard on certain
matters arising in the Chapter 11 Cases, as well as researching and drafting
pleadings related thereto and preparing for arguments before the Court.
K&E performed substantial work analyzing legal and factual issues related to
Cerberus/Chathams purported termination of their purchase commitments under the
Fixed/Floating Plan, including:
researching complex issues regarding commitment letter terms and the parties
legal rights and remedies;
preparing and filing a complaint commencing the Adversary Proceeding to
enforce the Debtors rights against Cerberus/Chatham under the Fixed/Floating
Plan;
conducting extensive discovery and depositions, including the production and
review of over 100,000 pages of documents and taking or defending
15 depositions;
consulting with and preparing for depositions of five expert witnesses; and
researching and analyzing legal and factual issues in preparation for a trial before
the Court to resolve the dispute.
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50. Automatic Stay Issues (Matter 4)
This Subject Matter comprises work that K&E attorneys and paraprofessionals
performed during the Final Fee Period resulting from the imposition of the automatic stay.
K&Es services included:
researching issues related to the automatic stay;
drafting suggestions of bankruptcy;
analyzing and negotiating an interim resolution to TriMont Real Estate Advisors,
Inc.s motion for relief from the automatic stay [Docket No. 359];
resolving a request regarding relief from the automatic stay to terminate a contract
by B&B Parking [Docket No. 881]; and
examining issues related to multiple requests for relief from the automatic stay by
parties in interest and negotiating and drafting stipulations resolving certain of
those requests [Docket Nos. 635, 1158, 1935, 1994, and 1995].
51. Business Operations (Matter 5)
This Subject Matter includes the time K&E attorneys and paraprofessionals spent
on substantive and procedural issues related to the Debtors business operations during the Final
Fee Period. K&E addressed issues related to the Debtors property management arrangements,
intellectual property, and general business issues, including:
informing certain stakeholders regarding payments pursuant to the Courts
property management order [Docket No. 190];
negotiating settlement agreements to business disputes and preparing the
necessary pleadings seeking approval thereof [Docket Nos. 790, 1088, 2047, and
2048]; and
researching certain issues related to cash generated from business operations.
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52. Case Administration (Matter 6)
(Fees: $453,503.50; Expenses: $110,354.52; Hours: 1,152.40)
This Subject Matter encompasses a number of activities undertaken by K&E
attorneys and paraprofessionals in the general administration of the Chapter 11 Cases during the
Final Fee Period. To the extent possible, K&Es paraprofessionals attended to these general
administrative matters.
The Debtors filed numerous pleadings in the Chapter 11 Cases. In connection
with these filings, K&E typically prepared notices of motions, proposed orders, exhibits, and
schedules, as applicable. Additionally, K&E coordinated the delivery of such pleadings to the
Court and to the U.S. Trustee.
K&E paraprofessionals spent a significant amount of time monitoring the dockets
for the Chapter 11 Cases to track the filing of pleadings and to remain apprised of critical dates,
including those related to such pleadings. For each pleading filed, K&E paraprofessionals
ensured that the appropriate attorneys and personnel of the Debtors and the Debtors other
advisors remained informed about the filed documents and relevant objection and response
deadlines, hearing dates, and other critical dates.
The Debtors Chapter 11 Cases are especially complex, requiring coordination of
detailed documents and analyses across K&E professionals, the Debtors, and the Debtors other
advisors. For example, to communicate efficiently and effectively regarding work in process,
K&E attorneys and paraprofessionals attended weekly status meetings. K&E utilizes certain
processes and practices to ensure the effective and efficient management of legal issues in the
Chapter 11 Cases.
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53. Cash Collateral Issues (Matter 7)
Both prior to and after the filing of the Chapter 11 Cases, K&E attorneys advised
the Debtors in and assisted them with complex negotiations, analyses, and discussions related to
the Debtors use of their secured lenders cash collateral to permit the orderly continuation of the
operation of the Debtors business and their restructuring. Certain parties objected to the
Debtors use of cash collateral on the evening of the Petition Date.
10
K&E attorneys spent
considerable time negotiating and drafting both the interim and final cash collateral orders,
which included the nature and scope of secured parties adequate protection. The cash collateral
negotiations were particularly challenging in the Chapter 11 Cases, as the Debtors capital
structure required resolving the concerns of a number of entities with different interests in the
Debtors capital structure. Ultimately, K&E assisted the Debtors in negotiating a cash collateral
stipulation that operated successfully for the duration of the Chapter 11 Cases.
54. Claims Administration and Objections (Matter 8)
This Subject Matter includes time K&E attorneys and paraprofessionals spent on
matters related to claims administration and claims-related issues. During the Final Fee Period,
K&E filed nine omnibus claims objections [Docket Nos. 1067, 1068, 1123, 1125, 1127, 1129,
1131, 1483, 1709], objecting to 1,038 claims and reducing the total amount of the claims pool by
$1,075,689,221. K&E commenced the claims reconciliation process during the Second Interim
Fee Period, providing the Debtors and parties in interest with information necessary to proceed

10
See Docket Nos. 36, 254, 255, 257, 265, and 279.
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with the filing of the Debtors Plan and Disclosure Statement and pursuit of the Debtors
confirmation process in a timely manner. Specifically, K&E spent time:
drafting the claims bar date motion and attending to related service and
publication issues [Docket No. 417];
researching and analyzing claim treatment issues;
analyzing, negotiating, and preparing stipulations resolving claim disputes;
preparing omnibus claims objection procedures and a motion approval thereof
[Docket No. 1021];
reviewing, analyzing, and responding to an affiliate of Five Miles motion for
allowance and payment of a substantial contribution claim [Docket No. 1643];
and
preparing nine omnibus objections seeking the elimination or other resolution of
certain claims.
55. Corporate and Securities Issues (Matter 9)
This Subject Matter comprises services that K&E attorneys and paraprofessionals
performed on behalf of the Debtors during the Final Fee Period in connection with the Debtors
corporate structure and related transactions, ensuring the Debtors compliance with their
corporate obligations, and addressing various corporate governance issues. Consequently,
K&Es efforts in this Subject Matter included assisting the Debtors with the solicitation of plan
sponsorship proposals, negotiation of potential stalking horse commitments, designing and
conducting the auction, and documenting transactions necessary to consummate the Debtors
Plan. Specifically, K&Es work included:
advising the Debtors and the board of trustees of Innkeepers USA Trust with
respect to the corporate and financial aspects of the Chapter 11 Cases, including
obligations with regard to restructuring proposals;
analyzing corporate organization and financing issues;
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drafting and negotiating agreements regarding the transmission and use of
confidential information about the Debtors business;
advising the Debtors regarding the design and implementation of a protocol for a
process leading to the consummation of a plan of reorganization;
assisting the Debtors and Moelis in the development of a data room containing the
Debtors corporate documents;
assisting the Debtors and their other professional advisors regarding restructuring
negotiations with outside parties;
drafting pleadings and negotiating with objectors regarding the compensation of
Fried Frank and the independent trustees of Innkeepers USA Trust;
reviewing, analyzing, and negotiating transaction documents and terms in support
of potential commitments to purchase the Debtors assets received from multiple
parties pursuant to the Debtors marking process;
finalizing the Stalking Horse Proposal transaction documentation, terms, and
ancillary agreements;
assisting the Debtors in addressing diligence issues regarding potential plan
sponsorship proposals;
designing auction logistics and communicating with potential bidders and
creditors regarding the auction;
auctioning the Debtors assets in coordination with over a dozen bidders on May
2 and 3, 2011;
negotiating with the Ad Hoc Committee and key constituencies regarding terms
of a stipulation to resolve outstanding value distribution issues, clearing a path
towards a consensual Plan confirmation;
reviewing and negotiating transaction documents in support of successful auction
bids;
drafting, reviewing, and revising pleadings to effectuate auction results, including
a motion to authorize a stipulation between the Debtors, LNR, and the Ad Hoc
Committee and to authorize certain bid protections for Chatham Lodging L.P.
[Docket No. 1205];
drafting, negotiating, and preparing documents required for closing of all four
Plan transactions, including assumption and assignment agreements, escrow
agreements, title documents, corporate authorizations, asset purchase agreements,
and operating agreements;
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assisting the Debtors with closing logistics and funding;
negotiating with multiple parties regarding potential commitments to restructure
the Fixed/Floating Debtors after Cerberus/Chatham failed to close Plan
transactions in August 2011; and
finalizing the terms of a group of multi-party agreements for the restructuring of
the Fixed/Floating Debtors with, among others, Cerberus/Chatham, Midland,
Lehman, and Five Mile, resolving the Fixed/Floating Plan adversary proceeding
and bringing these Chapter 11 Cases towards final conclusion.
56. Creditor and Interest Holder Communication (Matter 10)
This Subject Matter comprises K&Es efforts to keep the Debtors creditors and
equity holders apprised of important information during the course of the Chapter 11 Cases.
During the Final Fee Period, K&E attorneys and paraprofessionals:
reviewed and responding to general creditor inquiries;
drafted a confidentiality agreement with the Creditors Committee; and
responded to the motion to appoint an equity committee [Docket No. 435], which
included the research and drafting of pleadings, preparing for evidentiary
hearings, and preparing for, taking, and defending depositions regarding valuation
issues.
57. DIP and Exit Financing Issues (Matter 11)
matters related to the two separate secured DIP Financings negotiated with affiliates of Lehman
and Five Mile. Both before and after the Petition Date, K&E attorneys negotiated and drafted
commitment letters and term sheets for committed DIP financing and two separate credit
agreements providing for the DIP Financings. K&E also prepared and negotiated materials in
support of the DIP Financings, including security documents, account control agreements, and
other collateral documentation. After filing the initial motions for approval to enter into the two
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DIP Financings [Docket Nos. 23 and 24], K&E attorneys spent considerable time assisting the
Debtors in negotiating and drafting proposed final orders. Those orders involved the resolution
of a host of challenging issues involving the Debtors capital structure and the requirements of
the Debtors franchisors. Subsequently, certain parties filed objections to the motions to enter
into the DIP Financings.
11
K&E attorneys analyzed and prepared responses to objections and
spent considerable time negotiating and resolving others. K&Es work regarding the two DIP
Financings involved substantial efforts on the part of attorneys and paraprofessionals in K&Es
corporate group in drafting and revising key agreements and performing important collateral
reviews required for closing these important credit agreements and releasing the funds required
to begin the rehabilitation of the Debtors business.
During the Final Fee Period, K&E also researched certain DIP Financing-related
issues that arose in conjunction with other work on behalf of the Debtors. In particular, as the
Debtors considered alternatives for restructuring the Fixed/Floating Debtors in the fall of 2011,
K&E attorneys negotiated extensions of the termination dates of the DIP Financings and drafted
and filed related pleadings.
58. Disclosure Statement and Plan of Reorganization (Matter 12)
working with the Debtors regarding the preparation of a plan of reorganization, disclosure
statement, and related documents and pleadings. During the Final Fee Period, K&E spent
considerable time:
researching and analyzing disclosure statement and plan of reorganization issues;

11
See Docket Nos. 265, 267, 269, 287, and 311.
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reviewing, analyzing, and responding to objections to the Debtors motion to
assume the PSA, including extensive fact discovery, depositions, and legal
research;
negotiating with plan sponsors and other relevant constituencies regarding the
drafting of plan provisions;
formulating, drafting, and filing a plan of reorganization [Docket No. 1094] and
disclosure statement [Docket No. 1093] to meet the deadline under the terms of
the Stalking Horse Proposal;
negotiating and drafting alternative plans with different potential plan sponsors to
expedite progress towards approval of the Disclosure Statement;
drafting and filing a disclosure statement motion with proposed forms of
solicitation procedures, ballots, and related documents [Docket Nos. 1095, 1370];
negotiating with stakeholders in advance of the disclosure statement hearing,
resulting in, among other things, an agreement with the Ad Hoc Committee to
eliminate key outstanding restructuring disputes;
negotiating and preparing revised versions of the plan and exhibits [Docket Nos.
1210, 1445, 1172, and 1799] and disclosure statement [Docket Nos. 1208 and
1444] to reflect auction results and settlement of confirmation issues with key
constituencies;
preparing plan supplement documents in support of confirmation, including:
the forms of the New Fixed Rate Pool Mortgage Loan and the New
Fixed Rate Pool Mortgage Loan Limited Guaranty [Docket No. 1690];
the management incentive plan and list of causes of action [Docket
No. 1733];
the post-Effective Date Fixed/Floating Debtors corporate structure
chart and the forms of the NewCo LLC agreements [Docket
No. 1744];
an amended management incentive plan [Docket No. 1764];
the amended Anaheim Hotel Commitment Letter [Docket No. 1767];
the list of executory contracts to be assumed and assigned [Docket
No. 1769]; and
the Chatham Hotel Sale Transaction Documents [Docket No. 1770];
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analyzing voting issues with regard to Plan confirmation, including assisting with
preparation of initial and revised voting reports [Docket Nos. 1174 and 1848];
reviewing, analyzing, and preparing responses to nine objections to Plan
confirmation [Docket Nos. 1456, 1486, 1705, 1717, 1735, 1737, 1738, 1739, and
1741];
drafting and negotiating a proposed form of consensual confirmation order
[Docket Nos. 1771, 1804];
researching and drafting a memorandum of law in support of confirmation
[Docket No. 1775] and declarations in support thereof [Docket Nos. 1776, 1777,
1778, and 1779]; and
formulating and drafting a liquidating trust agreement to effectuate Plan
provisions.
59. Employee Issues (Matter 13)
(Fees: $191,266.50; Expenses: $418.63; Hours: 298.30)
This Subject Matter includes time K&E attorneys and paraprofessionals spent
reviewing and analyzing issues relating to the Debtors employment and compensation of
management. K&Es work in this Subject Matter included:
assisting the Debtors board of trustees in researching and analyzing alternatives
for compensating and incentivizing the Debtors executives
working with a compensation consultant hired by the Debtors board of trustees to
address the framework and parameters of potential programs regarding
management incentive compensation;
conducting factual and legal research regarding similar compensation structures
and prepared and presented materials to the board regarding the same;
assisting the Debtors with issues involving the resignation of the Debtors former
president and chief executive officer
drafting court pleadings and supporting documents in preparation of seeking
Court approval of the Debtors proposed management incentive program, which
efforts ultimately were incorporated into the Plan; and
preparing a response to Midlands motion to compel the Debtors to seek Court
approval separate and apart from confirmation of the Plan [Docket No. 1150].
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60. Executory Contracts and Unexpired Leases (Matter 14)
This Subject Matter includes legal services rendered to examine issues related to
the Debtors executory contracts and unexpired leases. Among other issues addressed during the
Final Fee Period, K&E attorneys spent time drafting pleadings relating to the extension of the
deadline by which the Debtors must assume or reject unexpired nonresidential real property
leases under which certain Debtors are lessees [Docket No. 607]. K&E attorneys also spent time
assisting Debtors in identifying contracts to reject or assume and in analyzing associated cure
and damage amounts.
61. Franchise Issues (Matter 15)
matters related to the Debtors franchise agreements and franchisors. The Debtors franchise
agreements are critical assets of the Debtors estates, and thus K&Es efforts in this Subject
Matter was of particular importance. K&E attorneys and paraprofessionals spent considerable
efforts:
responding to a motion to lift the automatic stay to de-identify the Troy Hotel
[Docket No. 131];
preparing pleadings, processing discovery, and negotiating with Marriott to reach
a favorable resolution regarding the Troy hotel dispute;
assisting the Debtors by preparing pleadings, addressing discovery, and
negotiating with Marriott regarding the assumption of the Marriott Adequate
Assurance Agreement, including the PIP schedule reflected therein;
assisting the Debtors in responding to the motions of Best Western International,
Inc. (Best Western) to shorten the time by which the Debtors must assume or
reject the Best Western membership agreement [Docket No. 162, as amended by
Docket No. 219];
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responding to Best Westerns motion for relief from the automatic stay [Docket
No. 655], thereby avoiding a default under the Debtors postpetition DIP
Financings;
preparing pleadings related to the orderly termination of the Best Western
membership agreement [Docket No. 865];
drafting a motion to permit the Debtors to pay Marriott certain franchise-related
fees and avoid potential future claim disputes [Docket No. 1162]; and
analyzing and responding to Best Westerns motion for payment of administrative
expenses [Docket No. 1605] and successfully negotiating a stipulation to resolve
the dispute [Docket No. 1861].
62. Hearings and Court Issues (Matter 16)
preparing for and attending various hearings in connection with the Chapter 11 Cases. As part of
any large case, there are often multiple matters scheduled for each hearing that require the
expertise of a number of K&E attorneys. K&E is cognizant of this fact and uses its best efforts
to minimize the number of attorneys present at each hearing. During the Final Fee Period, K&E
attorneys prepared for and attended a number of hearings, including:
July 20, 2010, pertaining to first day relief;
August 12, 2010, pertaining to second day relief;
August 30, 2010 and September 1, 2010, pertaining to the use of cash collateral,
the approval of the two separate DIP Financings, and the assumption of the PSA;
September 30, 2010, pertaining to the appointment of an examiner, the
appointment of an equity committee, and the assumption of the Marriott Adequate
Assurance Agreement;
November 10, 2010, pertaining to the extension of exclusivity, the compensation
of Fried Frank and the independent trustees of Innkeepers USA Trust, and the
extension of the deadline under section 365(d)(4) of the Bankruptcy Code;
December 14 and 15, 2010, pertaining to premium financing agreements and Best
Westerns automatic stay motion;
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January 26, 2011, pertaining to a settlement agreement, a deadline extension
under section 365(d)(4), exclusivity, and the Best Westerns membership
agreement;
February 8, 2011, pertaining to the stipulated protective order;
March 10 and 11, 2011, pertaining to the Stalking Horse Motion, bid procedures,
and certificateholder standing;
March 29, 2011, pertaining to exclusivity, the extension of the removal deadline,
claims objection procedures, and the professionals first interim fee applications;
April 28, 2011, pertaining to certain claims objections, a motion for relief from
the automatic stay, and a settlement motion;
May 13, 2011, pertaining to the Debtors Disclosure Statement;
May 24, 2011, pertaining to additional claims objections and the Debtors motion
to pay Marriott certain fees;
June 7, 2011, pertaining to Best Westerns motion for an administrative expense
claim and the Second Interim Compensation Order;
June 23, 2011, pertaining to confirmation of the Debtors Plan;
July 21, 2011, pertaining to additional claims matters and Five Miles application
for allowance of a substantial contribution claim;
August 2, 2011, pertaining to Five Miles motion for a substantial contribution
claim;
August 4, 2011, pertaining to the assumption of the Debtors operating leases;
August 31, 2011, pertaining to the scheduling of matters related to the Adversary
Proceeding;
September 14, 2011, pertaining to an extension of the Debtors exclusivity;
October 6, 2011, pertaining to the Third Interim Applications, claims objections,
and other uncontested matters; and
October 21, 2011, pertaining to the Debtors motion to modify the Plan and enter
into a commitment letter for the consummation of the Fixed/Floating Plan.
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K&E 20183769
63. Insurance Issues (Matter 17)
This Subject Matter includes legal services rendered to examine issues related to
the Debtors insurance agreements. K&E attorneys spent time reviewing key insurance
documents and drafting pleadings seeking approval for the Debtors to enter into premium
financing agreements [Docket Nos. 730 and 731].
64. Retention and Fee Application Issues (Matter 18)
This Subject Matter includes time spent by K&E attorneys and paraprofessionals:
(a) preparing the K&E Monthly Applications to ensure compliance with the Bankruptcy Code,
the Bankruptcy Rules, the Guidelines, and the Interim Compensation Order; (b) preparing K&E
Interim Fee Application pursuant to the Interim Compensation Order; (c) conducting searches of
K&Es database for connections to parties in interest to comply with the K&E Retention Order,
the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (d) preparing K&E
supplemental declarations; (e) responding to objections to certain retention applications filed on
the first day of the Chapter 11 Cases; (f) assisting the Debtors with their use of ordinary course
professionals pursuant to the Courts Order Authorizing the Debtors Retention and
Compensation of Certain Professionals Utilized in the Ordinary Course of Business [Docket
No. 187]; and (g) addressing issues related to the Debtors other retained professionals and
advisors.
Pg 35 of 43

34
K&E 20183769
65. Schedules of Assets and Liabilities, Statements of
Financial Affairs, and Monthly Operating Reports (Matter 19)
advising the Debtors and other advisors in connection with the preparation and filing of the
Debtors schedules of assets and liabilities, statements of financial affairs, and monthly operating
reports throughout the Chapter 11 Cases.
66. Tax Issues (Matter 20)
in connection with the Debtors tax issues during the Final Fee Period, including researching and
analyzing tax issues and communicating with the Debtors regarding the foregoing. K&E tax
attorneys spent considerable time assisting the Debtors with analysis of tax issues related to the
Debtors Plan and preparing and revising discussions of such issues for inclusion in the
Disclosure Statement.
67. Travel (Matter 21)
This Subject Matter includes time K&E attorneys and paraprofessionals spent
traveling while representing the Debtors. K&E billed the Debtors for one-half of the total time
that K&E spent for non-working travel.
68. U.S. Trustee Issues (Matter 22)
This Subject Matter includes the services that K&E attorneys and
paraprofessionals rendered in connection with the UST Guidelines and requirements in
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35
K&E 20183769
connection with the Chapter 11 Cases. Specifically, K&E spent time addressing the concerns of
the U.S. Trustee and complying with the UST Guidelines, including with respect to the Debtors
initial interview with the U.S. Trustee pursuant to section 341 of the Bankruptcy Code and
communicating with the U.S. Trustee regarding the motion to appoint an equity committee.
69. Utility Issues (Matter 24)
This Subject Matter includes time spent by K&E addressing utilities issues in
connection with the Chapter 11 Cases during the Final Fee Period. Specifically, time was spent
negotiating and drafting agreements with certain of the Debtors utility providers to address their
requests for adequate assurance, as well as communicating with utility providers to avoid
disruption to the Debtors business.
Actual and Necessary Expenses
Incurred by Kirkland & Ellis LLP
70. As set forth in Exhibit E attached hereto, K&E has incurred a total of
$1,305,342.98 in expenses on behalf of the Debtors during the Chapter 11 Cases.
12
Each of these
expenses does not exceed, and, in some instances, is well below, the maximum rate set forth in
the Guidelines. These charges are intended to reimburse K&Es direct operating costs, which are
not incorporated into the K&E hourly billing rates. K&E charges external copying and computer
research at the providers cost without markup. Only clients who actually use services of the
types set forth in Exhibit E of this Final Fee Application are separately charged for such
services. The effect of including such expenses as part of the hourly billing rates would impose

12
Although every effort has been made to include all expenses incurred in the Final Fee Period, some of the
expenses K&E incurred in recent months may not be included in this Final Fee Application due to delays
caused by, among other things, accounting and processing by outside vendors. K&E expressly reserves the
right to increase the amount of expense reimbursement requested to the extent necessary prior to the hearing on
this Final Fee Application.
Pg 37 of 43

36
K&E 20183769
that cost upon clients who do not require extensive photocopying and other facilities and
services.
71. The time constraints imposed by the circumstances of the Chapter 11 Cases
required K&E attorneys and other employees to devote substantial time during the evenings and
on weekends to perform services on behalf of the Debtors. These services were essential to meet
deadlines, to respond to daily inquiries from various creditors and other parties in interest on a
timely basis, and to satisfy the demands of the Debtors business and ensure the orderly
administration of their estates given the exigent circumstances of the Chapter 11 Cases.
Consistent with K&Es firm policy and as further disclosed in the K&E retention application,
attorneys and other K&E employees who worked late in the evenings or on weekends were
reimbursed for their reasonable meal and transportation costs. K&Es regular practice is not to
include components for those charges in overhead when establishing billing rates, but rather to
charge its clients for these and all other out-of-pocket disbursements incurred during the regular
course of the rendition of legal services. The reimbursement amounts do not exceed those set
forth in the Guidelines.
72. In addition, due to the location of the Debtors management, creditors, and other
parties in interest in relation to K&Es offices, frequent telephone conferences involving
numerous parties were required. On many occasions, overnight delivery of documents and other
materials was required as a result of the exigencies and circumstances of the Chapter 11 Cases.
The disbursements for such services are not included in K&Es overhead for the purpose of
setting billing rates, and K&E has made efforts to minimize its disbursements in the
Chapter 11 Cases. The actual expenses incurred in providing professional services were
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37
K&E 20183769
necessary, reasonable, and justified under the circumstances to serve the needs of the Debtors in
the Chapter 11 Cases.
73. As mentioned above, K&E scrutinizes its expenses to ensure that all expenses
meet the requirements set forth in the Guidelines. Among other things, K&E makes sure that all
overtime meals, travel meals, hotel rates, and airfares are reasonable and appropriate expenses
for which to seek reimbursement. K&E voluntarily has reduced the expenses requested by
$151,065.58 during the Final Fee Period.
K&Es Requested Compensation and
Reimbursement Should be Allowed
74. Section 331 of the Bankruptcy Code provides for interim compensation of
professionals and incorporates the substantive standards of section 330 to govern the Courts
award of such compensation. See 11 U.S.C. 331. Section 330 provides that a court may award
a professional employed under section 327 of the Bankruptcy Code reasonable compensation
for actual necessary services rendered . . . and reimbursement for actual, necessary expenses.
11 U.S.C. 330(a)(1). Section 330 also sets forth the criteria for the award of such
compensation and reimbursement:
In determining the amount of reasonable compensation to be awarded, the
court should consider the nature, extent, and the value of such services,
taking into account all relevant factors, including
(A) 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; and
(E) whether the compensation is reasonable based on
the customary compensation charged by
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38
K&E 20183769
comparably skilled practitioners in cases other than
cases under this title.

11 U.S.C. 330(a)(3).
75. In the Chapter 11 Cases, K&E respectfully submits that the services for which it
seeks compensation in this Final Fee Application were, at the time rendered, necessary for and
beneficial to the Debtors and their estates and were rendered to protect and preserve the Debtors
estates. K&E believes that the services rendered to the Debtors were performed economically,
effectively, and efficiently and the results obtained benefited not only the Debtors, but also the
Debtors estates and constituents. K&E further submits that the compensation requested herein
is reasonable in light of the nature, extent, and value of such services to the Debtors, their estates,
and all parties in interest.
76. During the course of the Final Fee Period, K&Es hourly billing rates for
attorneys ranged from $340 to $995. The hourly rates and corresponding rate structure utilized
by K&E in the Chapter 11 Cases are equivalent to the hourly rates and corresponding rate
structure predominantly used by K&E for restructuring, workout, bankruptcy, insolvency, and
comparable matters, and similar complex corporate, securities, and litigation matters, whether in
court or otherwise, regardless of whether a fee application is required. These rates and the rate
structure reflect that such matters are typically national in scope and involve great complexity,
high stakes, and severe time pressuresall of which were present in the Chapter 11 Cases.
77. Moreover, K&Es hourly rates are set at a level designed to compensate K&E
fairly for the work of its attorneys and paraprofessionals and to cover certain fixed and routine
overhead expenses. Hourly rates vary with the experience and seniority of the individuals
assigned. These hourly rates are subject to periodic adjustments to reflect economic and other
conditions and are consistent with the rates charged elsewhere.
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39
K&E 20183769
78. The great majority of the services performed by partners and associates of K&E
were rendered by K&Es Restructuring Group. K&E enjoys a national and international
reputation for its expertise in financial reorganizations and restructurings of troubled companies,
with more than 100 attorneys specializing in this area of law. The attorneys at K&E have
represented debtors in many bankruptcy cases in this and other jurisdictions, including, among
others: Sbarro, Inc.; MSR Resort Golf Course LLC; The Great Atlantic and Pacific Tea Co.;
Neff Rental, Inc.; Charter Communications, Inc.; Chemtura Corporation; General Growth
Properties, Inc.; The Readers Digest Association, Inc.; Lear Corporation; DBSD North America,
Inc.; Friendly Ice Cream Corporation, Masonite Corporation; Flying J, Inc.; Pierre Foods Inc.;
Portola Packaging, Inc.; Source Interlink Companies Inc.; Tronox, Inc.; Visteon Corporation;
and Wellman, Inc. As a consequence, K&E brings a particularly high level of expertise to the
Chapter 11 Cases, which inures to the benefit of the Debtors, their estates and all parties in
interest.
79. K&E respectfully submits that the professional services rendered by K&E on
behalf of the Debtors and their estates during the Chapter 11 Cases were necessary and
appropriate given the complexity of the Chapter 11 Cases, the time expended by K&E, the nature
and extent of K&Es services rendered, the value of K&Es services, and the cost of comparable
services outside of bankruptcy, which are relevant factors set forth in section 330 of the
Bankruptcy Code, and thus should be approved.
Notice
80. K&E has provided notice of the Final Fee Application to: (a) the entities on the
Master Service List (as such term is defined in the Notice, Case Management, and
Administrative Procedures [Docket No. 68]), which is available at
www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the
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40
K&E 20183769
Debtors notice and claims agent; (b) the Debtors; (c) the U.S. Trustee; (d) counsel to the
Creditors Committee; (e) counsel to Midland; and (f) counsel to Certain Prepetition Lenders.
The Debtors respectfully submit that no further notice is necessary.
No Prior Request
81. No prior request for the relief sought in this Final Fee Application has been made
to this or any other court.
Conclusion
WHEREFORE, K&E respectfully requests entry of an order: (a) allowing and
awarding compensation for professional services rendered during the Final Fee Period in the
amount of $22,223,155.50 and reimbursement of all actual and necessary expenses incurred by
K&E during the Final Fee Period in the amount of $1,305,342.98, without prejudice to K&Es
right to seek additional compensation for services performed and expenses incurred during this
Final Fee Period; (b) directing the payment of amounts held back pursuant to the Interim
Compensation Order or otherwise as yet unpaid in the aggregate amount of $5,610,415.34; and
(c) granting K&E such other and further relief as just and proper.
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K&E 20183769
New York, New York /s/ Anup Sathy
Dated: November 22, 2011 James H.M. Sprayregen, P.C.
Paul M. Basta
Stephen E. Hessler
Brian S. Lennon
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

and

Anup Sathy, P.C.
300 North LaSalle
Telephone: (312) 862-2000
Facsimile: (312) 862-2200

Counsel to the Debtors and
Debtors in Possession

Pg 43 of 43

K&E 20183769
Exhibit A
Certification
10-13800-scc Doc 2236-1 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit A
Pg 1 of 4

K&E 20183769
James H.M. Sprayregen, P.C.
Paul M. Basta
Stephen E. Hessler
Brian S. Lennon
Telephone: (212) 446-4800
Facsimile: (212) 446-4900

and

Anup Sathy, P.C.
300 North LaSalle
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
Counsel to the Debtors and Debtors in Possession
)
In re: ) Chapter 11
)
1
) Case No. 10-13800 (SCC)
)
)
CERTIFICATION OF ANUP SATHY, P.C. FOR THE FOURTH INTERIM AND FINAL
APPLICATION OF KIRKLAND & ELLIS LLP REQUESTING APPROVAL FOR
COMPENSATION FOR PROFESSIONAL SERVICES RENDERED AND FOR
REIMBURSEMENT OF ACTUAL AND NECESSARY EXPENSES INCURRED
I, Anup Sathy, P.C., certify as follows:

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.
Pg 2 of 4

2
K&E 20183769
1. I am a partner in the law firm of Kirkland & Ellis LLP (K&E). I submit this
certification with respect to the fourth interim and final fee application of Kirkland & Ellis LLP
for (a) compensation for professional services rendered and (b) reimbursement of actual and
necessary expenses incurred during the period July 19, 2010 through October 27, 2011
(the Final Fee Application).
2

2. I make this certification in accordance with General Order M-389, Amended
Guidelines for Fees and Disbursements for Professionals in Southern District of New York
Bankruptcy Cases, adopted by the United States Bankruptcy Court for the Southern District of
New York on November 25, 2009 (the Local Guidelines).
3. In connection therewith, I hereby certify that:
(a) I have read the Final Fee Application;
(b) To the best of my knowledge, information, and belief formed after
reasonable inquiry, the fees and disbursements sought in the Final Fee Application fall within the
Guidelines, except as specifically set forth herein;
(c) Except to the extent that fees or disbursements are prohibited by the
Guidelines, the fees and disbursements sought in the Final Fee Application are billed at rates
customarily employed by K&E and generally accepted by K&Es clients;
(d) In providing a reimbursable expense, K&E does not make a profit on that
expense, whether the service is performed by K&E in-house or through a third party;
(e) In accordance with the Interim Compensation Order, K&E has served
16 Monthly Applications covering the Final Fee Period on: (i) the Debtors; (ii) the U.S. Trustee;

2
Capitalized terms used but not defined herein have the meanings set forth in the Final Fee Application.
Pg 3 of 4

3
K&E 20183769
(iii) counsel to the Creditors Committee; (iv) counsel to Midland; and (v) counsel to Certain
Prepetition Lenders; and
(f) Pursuant to the Local Guidelines, the Debtors, the U.S. Trustee, and the
Creditors Committee will each be provided with a copy of the Final Fee Application
simultaneously with the filing thereof and will have at least 14 days to review such Final Fee
Application prior to any objection deadline with respect thereto.
Dated: November 22, 2011

/s/ Anup Sathy
Anup Sathy, P.C.
Pg 4 of 4

K&E 20183769
Exhibit B
Retention Order
10-13800-scc Doc 2236-2 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit B
Pg 1 of 16

K&E 17448123
)
In re: ) Chapter 11
)
1
) Case No. 10-13800 (SCC)
)
)
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF
KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND
DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE
1

1
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification
number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS)
LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange
Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650);
Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand
Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix
Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand
Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East
Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701);
Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC
(3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg
LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand
Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix
Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia
LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC
(3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC
(3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924);
Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix
Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand
Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand
Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731);
Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC
(4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC
(3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC
(3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180);
Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063);
Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove
LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial
Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI
Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc.
(7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons
Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP
Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate
headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way,
Suite 306, Palm Beach, Florida 33480.
Pg 1 of 6
Pg 2 of 16

K&E 17448123
Upon the application (the Application)
2
of the Debtors, as debtors and debtors
in possession (collectively, the Debtors), for the entry of an order (this Order) authorizing
the Debtors to retain and employ Kirkland & Ellis LLP (K&E) as their attorneys in connection
with their Chapter 11 Cases nunc pro tunc to the Petition Date, all as more fully set forth in the
Application; and upon the First Day Declaration; and upon the Declaration of Paul M. Basta, a
partner at K&E, attached to the filed Application (the Initial Disclosure Declaration); and
upon the Supplemental Declaration of Paul M. Basta in support of the Application [Docket No.
126] (the Supplemental Declaration, and together with the Initial Disclosure Declaration, the
Basta Declarations); and the Court having found that the Court has jurisdiction over this
matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core
proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this
proceeding and the Application in this district is proper pursuant to 28 U.S.C. 1408 and 1409;
and the Court having found that the relief requested in the Application is in the best interests of
the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided
appropriate notice of the Application and the opportunity for a hearing on the Application under
the circumstances; and the Court having reviewed the Application and having heard the
statements in support of the relief requested therein before the Court (the Hearing); and the
Court having determined that the legal and factual bases set forth in the Application and at the
Hearing establish just cause for the relief granted herein; and any objections to the requested
relief having been resolved as set forth in this Order; and upon all of the proceedings had before
the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:

2
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.
Pg 2 of 6
Pg 3 of 16

K&E 17448123
1. The Application is granted to the extent provided herein.
2. The Debtors are authorized to retain and employ K&E as their attorneys in
accordance with the terms and conditions set forth in the Application and in that certain
engagement letter attached hereto as Schedule 1 (the Engagement Letter), as modified by the
representations set forth in the Basta Declarations, effective nunc pro tunc to the Petition Date.
3. K&E is authorized to provide the Debtors with the professional services described
in the Application and the Engagement Letter. Specifically, but without limitation, K&E will
render the following legal services:
a. advise the Debtors with respect to their powers and duties as debtors in
possession in the continued management and operation of the Debtors
business and properties;
b. advise the Debtors on the conduct of the Chapter 11 Cases, including all of
the legal and administrative requirements of operating in chapter 11;
c. attend meetings and negotiate with the representatives of creditors and
other parties in interest;
d. prosecute actions on the Debtors behalf, defend any action commenced
against the Debtors and represent the Debtors interests in negotiations
concerning litigation in which the Debtors are involved, including
objections to claims filed against the Debtors estates;
e. prepare pleadings in connection with the Chapter 11 Cases, including
motions, applications, answers, orders, reports, and papers necessary, or
otherwise beneficial to the administration of the Debtors estates;
f. represent the Debtors in connection with obtaining postpetition financing;
g. advise the Debtors in connection with any potential sale of assets;
h. appear before the Court and any appellate courts to represent the interests
of the Debtors estates before those courts;
i. advise the Debtors regarding tax matters;
j. assist the Debtors in obtaining approval of a disclosure statement and
confirmation of a chapter 11 plan and all documents related thereto; and
Pg 3 of 6
Pg 4 of 16

K&E 17448123
k. perform all other necessary legal services for the Debtors in connection
with the prosecution of the Chapter 11 Cases, including: (i) analyzing the
Debtors leases and contracts and the assumptions, rejections or
assignments thereof; (ii) analyzing the validity of liens against the
Debtors; and (iii) advising the Debtors on corporate and litigation matters.
4. K&E shall apply for compensation for professional services rendered and
reimbursement of expenses incurred in connection with the Debtors Chapter 11 Cases in
compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Bankruptcy Rules, the guidelines established by the U.S. Trustee, and any other applicable
procedures and orders of the Court.
5. Approval of the retention of K&E is pursuant to the representations made in
paragraphs 21, 22, and 23 of the Supplemental Declaration with respect to (a) compliance with
provisions of this Courts order regarding interim compensation to professionals, (b) providing
specific disclosure in the applicable monthly fee statement of any across-the-board billing rate
increase, (c) not charging a markup to the Debtors with respect to fees billed by contract
attorneys or non-attorneys who are hired by K&E to provide services to the Debtors (Contract
Professionals), and (d) ensuring that any Contract Professionals are subject to conflict checks
and disclosures in accordance with the requirements of the Bankruptcy Code.
6. This Order shall neither authorize the Debtors to use any cash collateral (as
defined in section 363(a) of the Bankruptcy Code) nor prejudice any entities rights with respect
to any request by the Debtors to use cash collateral. Nothing in this Order shall affect in any way
the Interim Order (A) Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash
Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to
11 U.S.C. 361, 362, and 363, and (B) Scheduling a Final Hearing Pursuant to Bankruptcy
Rule 4001(b) [Docket No. 54] or any subsequent order entered granting the relief requested in
the Debtors Motion for the Entry of Interim and Final Orders (A) Authorizing the Debtors to
Pg 4 of 6
Pg 5 of 16

K&E 17448123
(i) Use the Adequate Protection Parties' Cash Collateral and (ii) Provide Adequate Protection to
the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363, (B) to the Extent
Approved in the Final Order, Granting Senior Secured, Priming Liens on Certain Postpetition
Intercompany Claims, (C) to the Extent Approved in the Final Order, Granting Administrative
Priority Status to Certain Postpetition Intercompany Claims, and (D) Scheduling a Final
Hearing Pursuant to Bankruptcy Rule 4001(b) [Docket No. 13]. Further, nothing in this Order
shall affect in any way any special servicers right to object to the use of its cash collateral to
fund all or part of the fees and expenses of professionals compensated from the Debtors
bankruptcy estates in monthly, interim, or final fee requests nor rule on the appropriateness of
such cash collateral use or any entities rights with respect thereto.
7. Notice of the Application as provided therein shall be deemed good and sufficient
notice.
8. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
9. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
10. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
11. This Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
New York, New York /s/Shelley C. Chapman
Date: August 12, 2010 United States Bankruptcy Judge

Pg 5 of 6
Pg 6 of 16

K&E 17448123
Schedule 1
K&E Engagement Letter

Pg 6 of 6
Pg 7 of 16
10-13800-scc Doc 191-1 Filed 08/12/10 Entered 08/12/10 17:22:40 Appendix
letter Pg 1 of 9
Pg 8 of 16
To Call Writer Directly:
(312) 862-2046
anup.sathy@kirkland.com
Marc A. Beilinson
Chief Restructuring Officer
Innkeepers USA
340 Royal Poinciana Way
Suite 306
Palm Beach, Florida 33480
KIRKLAND &.. ELLIS LLP
AND AFFILIATED PARTNERSHIPS
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
www.kirkland.com
March 29, 2010
Facsimile:
(312) 862-2200
PRIVILEGED & CONFIDENTIAL
FOR ADDRESSEE'S EYES ONLY
Re: Retention to Provide Legal Services
Dear Mr. Beilinson:
We are very pleased that you have asked us to represent Innkeepers USA, and its
subsidiaries (collectively, "you" or the "Company") in connection with a potential restructuring.
Please note that the Firm's representation is only of the Company. The Firm does not and will
not represent any shareholder, director, officer, partner, or joint venturer of the Company.
General Terms. This retention letter (the "Agreement") sets forth the terms ofyour
retention of Kirkland & Ellis LLP (and its affiliated entity Kirkland & Ellis International LLP
(collectively, "K&E LLP")) to provide legal services and constitutes an agreement between us.
The Agreement sets forth our entire agreement for rendering professional services for the current
matter, as well as for all other existing or future matters (collectively, the "Engagement"), except
where we otherwise agree in writing.
Personnel. I, along with my partners, James H.M. Sprayregen, Paul Basta, Marc Carmel
and Gary Axelrod, will be primarily responsible for this engagement. Other attorneys and legal
assistants also will perform services during the course of this engagement. We will involve such
other lawyers and legal assistants in K&E LLP to the extent that your needs make such
involvement desirable and acceptable to you.
Fees. The Firm will bill the Company for fees incurred at its regular hourly rates and in
quarterly increments of an hour (or in smaller time increments otherwise required by a court).
We reserve the right to adjust the Firm's billing rates from time to time in the ordinary course of
the Firm's representation of the Company to the extent that such adjustment is part of a generally
applicable increase in rates at the Firm.
Hong Kong
K&E 16525970.5
London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.
letter Pg 2 of 9
Pg 9 of 16
Although we will attempt to estimate fees to assist you in your planning if requested,
such estimates are subject to change and are not binding unless otherwise expressly and
unequivocally stated in writing.
Expenses. Expenses related to providing services shall be included in our statements as
disbursements advanced by us on your behalf. Such expenses include photocopying, printing,
scanning, witness fees, travel expenses, filing and recording fees, certain long distance telephone
calls, certain secretarial overtime and other overtime expenses, postage, express mail and
messenger charges, deposition costs, computerized legal research charges and other computer
services, and miscellaneous other charges. Our clients pay directly (and are solely responsible
for) certain larger costs, such as consultant or expert witness fees and expenses, and outside
suppliers or contractors' charges. Attached hereto as Schedule I is K&E LLP's current schedule
of charges, which is subject to change.
Billing Statements. Our statements for fees and expenses are typically rendered monthly
and, unless other arrangements are made, payment in full is due within thirty days of your receipt
ofthe statement. If you have any question concerning any statement, we ask that you raise it
within that thirty-day period.
Retainer. The Company will provide to K&E LLP a "classic retainer," as defined in In
reProduction Associates, Ltd., 264 B.R. 180, 184-85 (Bankr. N.D. Ill. 2001 ), and In re
McDonald Bros. Construction, Inc., 114 B.R. 989, 997-99 (Bankr. N.D. Ill. 1990), in the amount
ofUS $1,000,000. As such, the classic retainer was earned by K&E LLP upon receipt. The
initial amount of the classic retainer was set to approximate our estimate of fees and expenses
expected to be accrued and unpaid by the Company between payment cycles. K&E LLP' s
estimate of expected fees and expenses may change based upon actual or expected fees and
expenses incurred or expected to be incurred, as applicable. Further, the Company agrees to
replenish the classic retainer upon receiving invoices from K&E LLP so that the classic retainer
amount remains at or above K&E LLP's estimated fees and expenses expected to be accrued and
unpaid by the Company between payment cycles.
The classic retainer will be placed into K&E LLP's general cash account, will not be held
in a separate account on your behalf, and you will not receive any interest on these monies. You
have no interest in the classic retainer. This amount does not constitute a security deposit.
Termination. Our retention may be terminated by either of us at any time by written
notice by or to you. Such written notice may be (a) your notification to us of your termination of
our representation, (b) our confirmation to you ofthe completion of our representation or (c) our
notification to you of our withdrawal. We normally do not withdraw from a representation
unless the client misrepresents or fails to disclose material facts, fails to pay fees or expenses, or
makes it unethical or unreasonably difficult for us to continue to represent the client, or unless
other just cause exists. If permission for withdrawal is required by a court, we shall apply
promptly for such permission and termination shall coincide with the court order for withdrawal.
Our representation also will end, regardless of whether or when written notice was sent by or to
you, upon the constructive completion of our work. When constructive completion of our work
shall have occurred will depend on the particular facts of our representation. If this Agreement
or our services are terminated for any reason, such termination shall be effective only to
2
letter Pg 3 of 9
Pg 10 of 16
terminate our services prospectively and all the other terms ofthis Agreement shall survive any
such termination.
Upon cessation of our active involvement in a particular matter (even if we continue
active involvement in other matters on your behalf), we will have no further duty to inform you
of future developments or changes in law as may be relevant to such matter. Further, unless you
and we mutually agree in writing to the contrary, we will have no obligation to monitor renewal
or notice dates or similar deadlines that may arise from the matters for which we had been
retained.
Cell Phone and E-Mail Communication. K&E LLP hereby informs you and you
hereby acknowledge that K&E LLP's attorneys sometimes communicate with their clients and
their clients' professionals and agents by cell telephone, that such communications are capable of
being intercepted by others and therefore may be deemed no longer protected by the attorney-
client privilege, and that you must inform K&E LLP if you do not wish K&E LLP to discuss
privileged matters on cell telephones with you or your professionals or agents.
K&E LLP hereby informs you and you hereby acknowledge that K&E LLP's attorneys
sometimes communicate with their clients and their clients' professionals and agents by
unencrypted e-mail, that such communications are capable ofbeing intercepted by others and
therefore may be deemed no longer protected by the attorney-client privilege, and that you must
inform K&E LLP if you wish to institute a system to encode all e-mail between K&E LLP and
you or your professionals or agents.
File Retention. All records and files will be retained and disposed of in compliance with
our policy in effect from time to time. Subject to future changes, it is our current policy
generally not to retain records relating to a matter for more than five years. Upon your prior
written request, we will return client records to you prior to their destruction. We recommend
that you maintain your own files for reference or submit a written request for your client files
promptly upon conclusion of a matter.
Conflicts of Interest. As is customary for a law firm of our size, you currently have
relationships with numerous business entities that K&E LLP has represented or currently
represents in matters unrelated to you. For instance, we note that K&E LLP currently or has
represented, among other parties, Hyatt Corporation, Lehman (as defined below), Starwood
Capital Group, L.L.C., Starwood Hotels & Resorts Worldwide Inc., Apollo Management
International LLP, and each oftheir affiliates (collectively, the "Interested Parties") and will
continue to do so in unrelated matters. Because you are engaged in activities (and may in the
future engage in additional activities) in which your interests may diverge from those of the
Interested Parties or our other clients, the possibility exists that the Interested Parties or one of
our clients may take positions adverse to you. Notwithstanding anything to the contrary above,
please note that the provisions in the following paragraph also apply to Interested Parties.
We currently have clients and expect in the future will have additional clients who, from
time to time, have asked or will ask us to represent them in matters involving or relating to
Lehman Brothers, its affiliates, subsidiaries or related parties (collectively, "Lehman"), including
Lehman and/or clients who may have claims (including litigation and arbitration matters) against
3
letter Pg 4 of 9
Pg 11 of 16
Lehman or wish to participate as bidders, buyers or investors with respect to certain assets,
securities or businesses of or related to Lehman. In such case, we may in our judgment establish
appropriate screening procedures to ensure that there is no disclosure of confidential information
concerning Lehman between attorneys. Notwithstanding anything in this letter to the contrary,
you agree to waive prospectively any actual or perceived conflict of interest or other objection
that would preclude our current or future representation of another client(s) (including Lehman)
with respect or related to Lehman. Such waiver will, for the avoidance of doubt, include
engagements where another client has asked us to represent it in current matters related to those
described in this engagement letter.
Further, in undertaking our representation of the Company, we want to be fair not only to
the Company's interests but also to those of our other clients. Because the Company is engaged
in activities (and may in the future engage in additional activities) in which its interests may
diverge from those of our other clients, the possibility exists that one of our current or future
clients may take positions adverse to the Company (including litigation or other dispute
resolution mechanisms) in a matter in which K&E LLP may be retained. In the event a present
conflict of interest exists between the Company and our other clients or in the event one arises in
the future, the Company agrees to waive any such conflict of interest or other objection that
would preclude our representation of another client: (a) in other current or future matters not
substantially related to the Firm's representation of the Company; (b) in corporate or
restructuring matters related (including substantially related) to the Company provided such
representation is not substantially related to the Company's restructuring; and (c) other than
during a Restructuring Case(s) (defined below), in matters related (including substantially
related) to the Company provided such representation is not substantially related to the
Company's restructuring, including litigation or other dispute resolution mechanisms. The
Company also agrees that our representation is solely of the Company and that no member or
other entity or person related to it (such as directors, officers or employees) has the status of a
client for conflict of interest purposes.
Restructuring Cases. If it becomes necessary for you to commence a restructuring case
under chapter 11 ofthe U.S. Bankruptcy Code (a "Restructuring Case"), our ongoing
employment by you will be subject to the approval of the court with jurisdiction over the
petition. If necessary, K&E LLP will take steps necessary to prepare the disclosure materials
required in connection with K&E LLP's retention as lead restructuring counsel. In the near term,
K&E LLP will begin conflicts checks on a list of potentially interested parties provided by you.
If necessary, we will prepare a preliminary draft of a schedule describing K&E LLP's
relationships with certain interested parties (the "Disclosure Schedule"). We will provide to you
a draft of the Disclosure Schedule once it is available. Although K&E LLP believes that these
relationships do not constitute actual conflicts of interest, these relationships must be described
and disclosed in your application to the court to retain K&E LLP.
If actual conflicts of interest arise in the Company's restructuring cases, the Company
will be required to use separate conflicts counsel in those matters, and K&E LLP will not
participate in those matters.
4
letter Pg 5 of 9
Pg 12 of 16
No Guarantee of Success. It is impossible to provide any promise or guarantee about
the outcome of your matters. Nothing in this Agreement or any statement by our staff or
attorneys constitutes a promise or guarantee. Any comments about the outcome of your matter
are simply expressions of judgment and are not binding on us.
Consent to Use of Information. In connection with future materials that, for marketing
purposes, describe facets of our law practice and recite examples of matters we handle on behalf
of clients, you agree that, if those materials avoid disclosing your confidences and secrets as
defined by applicable ethical rules, they may identify you as a client, may contain factual
synopses of your matters, and may indicate generally the results achieved.
Reimbursement of Fees and Expenses. You agree promptly to reimburse us for all fees
and expenses, including the amount of our attorney and paralegal time at normal billing rates, as
incurred by us in connection with participating in, preparing for, or responding to any action,
claim, suit or proceeding brought by or against any third-party that relates to the legal services
provided by us under the Agreement; provided, however, that we agree that we will not be
entitled to reimbursement for fees and expenses incurred by us in response to an actual lawsuit
filed against K&E LLP for a conflict resulting from our representation of you. Without limiting
the scope of the foregoing, and by way of example only, this paragraph extends to all such fees
and expenses incurred by us in responding to document subpoenas, and preparing for and
testifying at depositions and trials.
LLP. Kirkland & Ellis LLP is a limited liability partnership organized under the laws of
Illinois, and Kirkland & Ellis International LLP is a limited liability partnership organized under
the laws of Delaware. Pursuant to those statutory provisions, an obligation incurred by a limited
liability partnership, whether arising in tort, contract or otherwise, is solely the obligation of the
limited liability partnership, and partners are not personally liable, directly or indirectly, by way
of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of
being or so acting as a partner.
Miscellaneous. This Agreement sets forth our entire agreement for rendering
professional services. It can be amended or modified only in a writing signed by both parties and
not orally or by course of conduct. Each party signing below is jointly and severally responsible
for all obligations due us and represents that each has full authority to execute this Agreement so
that it is binding. This Agreement may be signed in one or more counterparts and binds each
party countersigning below, whether or not any other proposed signatory ever executes it. If any
provision ofthis Agreement or the application thereof is held invalid or unenforceable, the
invalidity or unenforceability shall not affect other provisions or applications of this Agreement
which can be given effect without such provisions or application, and to this end the provisions
ofthis Agreement are declared to be severable.
We are not advising you with respect to this Agreement because we would have a
conflict of interest in doing so. Ifyou wish to receive such advice, you should consult
independent counsel of your choice.
5
letter Pg 6 of 9
Pg 13 of 16
Please confirm your agreement with the arrangements described in this letter by signing
the enclosed copy of this letter in the space provided below and returning it to us.
a e: Anup Sathy
1 e: Partner
Agreed to and accepted this ~ d a y of !VIc%
INNKEEPERS USA
6
'2010.
letter Pg 7 of 9
Pg 14 of 16
Schedule I
CLIENT -REIMBURSABLE EXPENSES AND OTHER CHARGEs
Effective 111110
The following outlines Kirkland & Ellis LLP's ("K&E LLP") policies and standard charges for
various services performed by K&E LLP and/or by other third parties on behalf of the client
which are often ancillary to our legal services. Services provided by in-house K&E LLP
personnel are for the convenience of our clients. Given that these services are often ancillary to
our legal services, in certain instances, it may be appropriate and/or more cost efficient for these
services to be outsourced to a third-party vendor. If services are provided beyond those outlined
below, pricing will be based on the K&E LLP's approximate cost and/or comparable market
pncmg.
Duplicating, Reprographics and Printing: The following list details K&E
LLP's charges for duplicating, reprographics and printing services:
Black and White Copy or Print (all sizes of paper):
$0.15 per impression for all U.S. offices
0.1 0 per impression in Munich
0.12 per impression in London
HK$0. 75 per impression in Hong Kong
RMBO. 75 per impression in Shanghai
Color Copy or Print (all sizes of paper):
$0.50 per impression
Scanned Images:
$0.15 per page for black and white or color scans
Other Services:
CD/DVD Duplicating or Mastering- $7/$10 per CD/DVD
Binding - $0.70 per binding
Large or specialized binders - $8/$1 7
Labels and Tabs- $0.03-$0.10 per item based on service
Black and White or Color Transparency- $0.15 or $0.65 per page
Secretarial and Word Processing: Clients are not charged for secretarial and
word processing activities incurred on their matters during standard business
hours.
Overtime Charges: Secretarial and word processing overtime costs are not
passed on to clients unless either (i) the client has specifically requested the after-
hours work or (ii) the nature of the work being done for the client necessitates the
overtime and such work could not have been done during normal working hours.
Costs for related overtime meals and transportation are charged to the client under
the same conditions and subject to any applicable regulations or guidelines.
- 1 -
letter Pg 8 of 9
Pg 15 of 16
Travel Expenses: We charge clients our out-of-pocket costs for travel expenses
including associated travel agency fees. We charge coach fares (business class
for international flights) unless the client has approved first-class or an upgrade.
K&E LLP personnel are instructed to incur only reasonable airfare, hotel and
meal expenses. K&E LLP negotiates, uses, and passes along volume discount
hotel and air rates whenever practicable. However, certain retrospective rebates
may not be passed along.
Communication Expenses:
We do not charge clients for telephone calls or faxes made from K&E LLP's
offices with the exception of third-party conference calls and videoconferences.
Charges incurred for conference calls, videoconferences, cellular telephones, and
calls made from other third-party locations will be charged to the client at the
actual cost incurred. Further, other telecommunication expenses incurred at third-
party locations (e.g., phone lines at trial sites, Internet access, etc.) will be charged
to the client at the actual cost incurred.
Overnight Delivery/Postage: We charge clients for the actual cost of overnight
and special delivery (e.g., Express M a i ~ FedEx, and DHL), and U.S. postage for
materials mailed on the client's behalf. K&E LLP negotiates, uses, and passes
along volume discount rates whenever practicable.
Messengers: We charge clients for the actual cost of a third party vendor
messenger. Where a K&E LLP in-house messenger is used, we charge clients a
standard transaction charge plus applicable cab fare.
Computerized Research Services: Client charges are limited to K&E LLP's
actual third-party costs and do not include any surcharges for related overhead.
K&E LLP negotiates, uses, and passes along volume discount rates whenever
practicable. As discounts are customarily based on overall volume, the amount of
the discount may vary from month to month.
Off-Site Legal Files Storage: Clients are not charged for off-site storage of files
unless the storage charge is approved in advance.Electronic Data Storage: K&E
LLP will not charge clients for costs to store electronic data and files related to
cases on the K&E LLP's systems if the data stored does not exceed 250 gigabytes
(GB). Ifthe data stored for a specific client exceeds 250GB, the K&E LLP will
charge clients $1.25 per month/per GB until the data is either returned to the
client or properly disposed of.Document Procurement: Our standard client
charge for document retrieval when a K&E LLP library employee obtains a
document from an outside source is $25 per document. There is no client charge
for retrieving documents from K&E LLP libraries in other cities or from other
collections when the document is part of the K&E LLP collection but unavailable.
- 2-
letter Pg 9 of 9
Pg 16 of 16
Calendar Court Services: Our standard charge is $25 for a court filing and other
court services or transactions.
Library and Business/Industry Research Services: Research specialists
perform computerized research services at the request of attorneys, and clients are
charged per hour for these services.
Supplies: There is no client charge for standard office supplies. Clients are
charged for special items (e.g., a minute book, exhibit tabs/indexes/dividers,
binding, etc.) and then at K&E LLP's actual cost.
Contract Attorneys and Contract Non-Attorney Billers: Ifthere is a need to
utilize a contract attorney or contract non-attorney on a client engagement, clients
will be charged a standard hourly rate for these billers unless other specific billing
arrangements are agreed between K&E LLP and client.
Expert Witnesses, Experts of Other Types, and Other Third Party
Consultants: If there is a need to utilize an expert witness, expert of other type,
or other third party consultant such as accountants, investment bankers,
academicians, other attorneys, etc. on a client engagement, clients will be
requested to retain or pay these individuals directly unless specific billing
arrangements are agreed between the K&E LLP and client.
Third Party Expenditures: Third party expenditures (e.g., corporate document
and lien searches, lease of office space at Trial location, IT equipment r e n t a ~ SEC
and regulatory filings, etc.) incurred on behalf of a client, will be passed through
to the client at actual cost. If the invoice exceeds $50,000, it is K&E LLP's
policy that wherever possible such charges will be directly billed to the client. In
those circumstances where this is not possible, K&E LLP will seek
reimbursement from our client prior to paying the vendor.
Unless otherwise noted, charges billed in foreign currencies are determined annually based on
current U.S. charges at an appropriate exchange rate.
- 3-

1
K&E 20183769
Exhibit C
Summary of Legal Fees and Expenses for the Fourth Interim Fee Period
Matter Number Matter Description
Total
Billed
Hours
Total Fees
Requested
Total
Expenses
Requested
Total
Compensation
3
Adversary Proceedings and
Contested Matter
7,605.20 $3,916,384.00 $246,298.21 $4,162,682.21
4 Automatic Stay Issues 8.00 $4,804.50 $0.00 $4,804.50
5 Business Operations 11.10 $6,939.00 $0.00 $6,939.00
6 Case Administration 149.60 $63,744.50 $10,072.34 $73,816.84
7 Cash Collateral 3.10 $2,306.50 $26.66 $2,333.16
8
Claims Administration and
Objections
152.30 $96,202.50 $655.19 $96,857.69
9 Corporate and Securities Issues 1,685.90 $1,136,083.50 $9,045.88 $1,145,129.38
10
Creditor and Interest Holder
Communication
25.20 $13,686.00 $79.90 $13,765.90
11 DIP and Exit Financing 157.40 $105,240.50 $1,013.67 $106,254.17
12
Disclosure Statement and Plan
of Reorganization
373.60 $259,901.00 $10,212.04 $270,113.04
14
Executory Contracts and
Unexpired Leases
7.20 $5,653.00 $0.00 $5,653.00
16 Hearings and Court Issues 102.80 $68,413.00 $1,932.20 $70,345.20
17 Insurance 1.40 $896.00 $0.00 $896.00
18
Retention, Fee Applications
and Monthly Statements
242.90 $126,550.00 $1,064.96 $127,614.96
19
Schedules of Assets and
Liabilities, Statement of
Financial Affairs, and Monthly
Operating Reports
14.30 $9,309.50 $0.00 $9,309.50
20 Tax Issues 1.70 $1,215.00 $0.60 $1,215.60
21 Travel 184.70 $113,954.50 $176,742.99 $290,697.49
22 U.S. Trustee Issues 1.30 $911.50 $273.84 $1,185.34
24 Utilities Issues 1.10 $704.00 $0.00 $704.00
Totals for Fourth Interim Fee Period 10,728.80 $5,932,898.50 $457,418.48 $6,390,316.98

10-13800-scc Doc 2236-3 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit C
Pg 1 of 2

2

Summary of Legal Fees and Expenses for the Final Fee Period
Matter
Number
Matter Description
Total
Billed
Hours
Total Fees
Requested
Total
Expenses
Requested
Total
Compensation
2
Chapter 11 Bankruptcy
Filing Issues
81.00 $39,761.00 $1,060.52 $40,821.52
3
Contested Matter
12,092.00 $6,251,317.00 $422,030.50 $6,673,347.50
4 Automatic Stay Issues 199.70 $110,642.50 $2,433.73 $113,076.23
5 Business Operations 212.00 $128,811.00 $1,628.97 $130,439.97
6 Case Administration 1,152.40 $453,503.50 $110,354.52 $563,858.02
7 Cash Collateral 1,183.10 $715,691.00 $3,812.50 $719,503.50
8
Objections
1,385.70 $813,369.50 $5,823.29 $819,192.79
9
Corporate and Securities
Issues
9,325.10 $5,979,945.71 $121,992.27 $6,101,937.98
10
Communication
617.00 $370,600.50 $6,014.13 $376,614.63
11 DIP and Exit Financing 1,528.20 $853,488.50 $48,040.96 $901,529.46
12
Disclosure Statement and
Plan of Reorganization
6,420.60 $3,884,950.50 $94,178.55 $3,979,129.05
13 Employee Issues 298.30 $191,266.50 $418.63 $191,685.13
14
Executory Contracts and
Unexpired Leases
138.30 $83,167.00 $1,670.33 $84,837.33
15 Franchise Issues 1,049.00 $583,492.00 $3,188.53 $586,680.53
17 Insurance 116.30 $67,712.00 $716.32 $68,428.32
18
Retention, Fee Applications
and Monthly Statements
1,694.10 $797,584.00 $10,765.35 $808,349.35
19
Schedules of Assets and
Liabilities, Statement of
Financial Affairs, and
Monthly Operating Reports
205.40 $102,591.00 $1,434.50 $104,025.50
20 Tax Issues 197.10 $120,790.50 $663.82 $121,454.32
21 Travel 628.50 $374,682.50 $513,699.44 $888,381.94
22 U.S. Trustee Issues 194.90 $107,324.00 $349.27 $107,673.27
24 Utilities Issues 82.80 $44,901.50 $1,142.58 $46,044.08
Grand Total 39,371.90 $22,413,780.71 $1,380,342.98 $23,794,123.69
Reductions Taken During the Final Fee Period
1
($190,625.21) ($75,000.00) ($265,625.21)
Total Fees and Expenses Requested for the Final Fee
Period
$22,223,155.50 $1,305,342.98 $23,528,498.48

1
Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses [Docket No. 1074]
and Order Granting Applications for Allowance of Third Interim Compensation and Reimbursement of
Expenses [Docket No. 2154].
10-13800-scc Doc 2236-3 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit C
Pg 2 of 2

1
K&E 20183769
Exhibit D
Summary of Total Hours and Total Fees for Attorneys and Paraprofessionals
for the Fourth Interim Fee Period

Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Winn Allen Associate 2010 Litigation $560.00 86.00 $48,160.00
Jon A. Ballis, P.C. Partner 1994 Corporate $885.00 6.90 $6,106.50
Heather Bloom Associate 2008 Litigation $540.00 137.80 $74,412.00
Daniel R. Brown Associate 2009 Restructuring $540.00 19.60 $10,584.00
Judson D. Brown Partner 2004 Litigation $620.00 332.80 $206,336.00
Patrick M. Bryan Partner 2002 Litigation $665.00 523.50 $348,127.50
Richard M. Cieri Partner 1981 Restructuring $995.00 0.30 $298.50
Ashley Cox Associate 2007 Real Estate $585.00 2.70 $1,579.50
Keith S. Crow, P.C. Partner 1986 Corporate $965.00 1.00 $965.00
Thad Davis Partner 2005 Taxation $700.00 1.50 $1,050.00
Daniel T. Donovan Partner 1997 Litigation $755.00 430.30 $324,876.50
Michael Esser Associate 2009 Litigation $485.00 45.90 $22,261.50
Peter A. Farrell Associate 2006 Litigation $610.00 239.30 $145,973.00
Thomas A. Geraghty, P.C. Partner 1997 Taxation $825.00 0.20 $165.00
Jeffrey M. Gould Associate 2006 Litigation $610.00 474.20 $289,262.00
William Guerrieri Associate 2008 Restructuring $590.00 335.10 $197,709.00
Kendall Hannon Associate 2009 Litigation $485.00 46.70 $22,649.50
Brendan P. Herron Associate 2009 Corporate $485.00 6.80 $3,298.00
Stephen E. Hessler Partner 2001 Restructuring $765.00 123.90 $94,783.50
Adam Holbrook Associate 2009 Litigation $485.00 311.30 $150,980.50
Jonathan D. Janow Associate 2008 Litigation $540.00 311.70 $168,318.00
Erin C. Johnston Associate 2008 Litigation $585.00 239.10 $139,873.50
Mike Jones Associate 2011 Restructuring $410.00 119.80 $49,118.00
Patrick J. King Associate 2007 Litigation $585.00 391.10 $228,793.50
R. Henry Kleeman Partner 1984 Corporate $735.00 8.80 $6,468.00
Leonard Klingbaum Partner 2000 Corporate $775.00 10.10 $7,827.50
Jeffrey G. Landis Partner 2003 Litigation $640.00 406.70 $260,288.00
Christopher H. Langbein Associate 2009 Restructuring $590.00 196.40 $115,876.00
Brian S. Lennon Partner 2004 Restructuring $715.00 536.40 $383,526.00
Jennifer Marines Partner 2005 Restructuring $695.00 211.50 $146,992.50
Mark E. McKane Partner 1997 Litigation $730.00 339.70 $247,981.00
Uzoma N. Nkwonta Associate 2009 Litigation $540.00 12.00 $6,480.00
Ahmad S. Nofal Associate 2010 Real Estate $430.00 39.20 $16,856.00
Priya G. Pai Associate 2010 Litigation $430.00 309.20 $132,956.00
Gregory F. Pesce Associate 2011 Restructuring $410.00 2.50 $1,025.00
Joseph W. Price Partner 2002 Corporate $695.00 7.60 $5,282.00
Anup Sathy, P.C. Partner 1995 Restructuring $940.00 511.90 $481,186.00
Kristen Schuck Associate Pending Restructuring $410.00 67.30 $27,593.00
Todd M. Schwartz Associate 2007 Restructuring $640.00 537.70 $344,128.00
Steven Serajeddini Associate 2010 Restructuring $540.00 45.00 $24,300.00
Andrew Small Partner 1989 Real Estate $845.00 3.10 $2,619.50
James H.M. Sprayregen,
P.C.
Partner 1985 Restructuring $995.00 78.20 $77,809.00
Shannon L. Stokes Associate 2009 Litigation $485.00 37.80 $18,333.00
Dmitriy Tishyevich Associate 2011 Litigation $430.00 20.10 $8,643.00
10-13800-scc Doc 2236-4 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit D
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K&E 20183769
Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Edwin J. U Partner 1998 Litigation $725.00 290.10 $210,322.50
Ipek S. Yakut Associate 2010 Corporate $540.00 5.40 $2,916.00
Jonathan Zinman Associate 2008 Restructuring $640.00 484.00 $309,760.00
Totals for Attorneys for the Fourth Interim Fee Period 8,348.20 $5,374,848.50

Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Diane Bachula Legal Assistant Litigation $230.00 1.50 $345.00
Yogendra R. Beharry Case Assistant Litigation $140.00 31.80 $4,452.00
Deborah L. Bibbs Legal Assistant Restructuring $230.00 1.00 $230.00
Andrew Brniak Legal Assistant Restructuring $225.00 0.50 $112.50
Jon D. Canty
Litigation Support
Specialist
Litigation $245.00 3.00 $735.00
Christopher Chapman Case Assistant Litigation $165.00 8.70 $1,435.50
Kenneth W. Dyche
Trial Technology
Specialist
Litigation $235.00 96.60 $22,701.00
Kentaro J. Ebersole
Trial Technology
Specialist
Litigation $265.00 85.80 $22,737.00
Junelia J. Edwards Case Assistant Litigation $140.00 4.00 $560.00
K. Kelly Farnsworth Legal Assistant Litigation $235.00 189.20 $44,462.00
Paul Fraumann Legal Assistant Restructuring $230.00 16.50 $3,795.00
Beth Friedman Legal Assistant Restructuring $305.00 27.00 $8,235.00
Kenneth Gazda
Litigation Support
Consultant
Litigation $245.00 1.00 $245.00
Jacob Goldfinger Legal Assistant Restructuring $290.00 8.40 $2,436.00
Jason Goodman
Litigation Support
Consultant
Litigation $245.00 1.00 $245.00
Shavone Green Case Assistant Restructuring $140.00 3.00 $420.00
Fariza Ibrahim Legal Assistant Litigation $175.00 265.40 $46,445.00
Benjamin J. Jones Legal Assistant Litigation $215.00 25.50 $5,482.50
Jocelyn C. Kuo Legal Assistant Restructuring $260.00 12.60 $3,276.00
Travis J. Langenkamp Legal Assistant Litigation $290.00 465.90 $135,111.00
John LoPorto Project Assistant Real Estate $165.00 23.50 $3,877.50
Anne R. Lubinsky
Litigation Support
Specialist
Litigation $205.00 4.90 $1,004.50
Thomas Mangne
Litigation Support
Consultant
Litigation $245.00 1.70 $416.50
Maureen McCarthy Legal Assistant Restructuring $285.00 41.90 $11,941.50
Anna McDermott Legal Assistant Restructuring $260.00 0.20 $52.00
Robert E. Moore
Litigation Support
Consultant
Litigation $245.00 84.20 $20,629.00
Emily S. OConnor Project Assistant Restructuring $170.00 2.20 $374.00
Elizabeth N. Olsen Case Assistant Litigation $165.00 41.60 $6,864.00
Robert Orren Legal Assistant Restructuring $230.00 16.60 $3,818.00
Muhammad A. Rashid
Litigation Support
Specialist
Litigation $205.00 217.70 $44,628.50
Jared M. Stopford Case Assistant Litigation $140.00 83.40 $11,676.00
Rafael M. Suarez
Litigation Support
Consultant
Litigation $245.00 3.00 $735.00
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K&E 20183769
Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Patrick Tucker Legal Assistant Corporate $245.00 2.50 $612.50
Gary M. Vogt Legal Assistant Litigation $300.00 233.60 $70,080.00
Nathaniel F. West Legal Assistant Litigation $210.00 291.30 $61,173.00
Katelyn Ye
Litigation Support
Consultant
Litigation $245.00 1.50 $367.50
Mark T. Young Case Assistant Litigation $165.00 26.60 $4,389.00
Rebecca Zarett Case Assistant Restructuring $165.00 16.60 $2,739.00
Library Research Research Specialist
Administrative
Services
$235.00 39.20 $9,212.00
Totals for Paraprofessionals for the Fourth Interim Fee Period 2,380.60 $558,050.00

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K&E 20183769
for the Final Fee Period

Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Jeffrey M. Armington Associate 2009 Restructuring
$475.00 155.60
$80,120.00
$540.00 11.50
Gary E. Axelrod, P.C. Partner 1997 Real Estate
$725.00 20.70
$16,557.50
$775.00 2.00
Robert C. Baca Associate 2009 Corporate $505.00 56.20 $28,381.00
Jon A. Ballis, P.C. Partner 1994 Corporate $885.00 6.90 $6,106.50
Paul Basta Partner 1993 Restructuring
$955.00 364.30
$349,399.00
$995.00 1.50
Heather Bloom Associate 2008 Litigation $540.00 137.80 $74,412.00
Raymond Bogenrief Associate 2007 Corporate $495.00 12.50 $6,187.50
Nader R. Boulos, P.C. Partner 1994 Litigation $775.00 0.50 $387.50
Daniel R. Brown Associate 2009 Restructuring
$475.00 309.10
$171,338.50
$540.00 45.40
Patrick M. Bryan Partner 2002 Litigation
$600.00 236.60
$788,805.50
$665.00 972.70
Marc J. Carmel Partner 2000 Restructuring
$735.00 993.70
$950,012.50
$785.00 279.80
Tobias D. Chun Partner 1996 Environmental $640.00 5.00 $3,200.00
Richard M. Cieri Partner 1981 Restructuring $995.00 1.40 $1,393.00
Ashley Cox Associate 2007 Real Estate
$540.00 248.40
$161,923.50
$585.00 47.50
Keith S. Crow, P.C. Partner 1986 Corporate
$915.00 36.30
$39,294.00
$965.00 6.30
Jennifer L. Curfman Associate 2009 Real Estate $405.00 10.50 $4,252.50
Thad Davis
Associate
2005 Taxation
$620.00 2.50
$7,636.00 $660.00 7.10
Partner $700.00 2.00
Daniel T. Donovan Partner 1997 Litigation
$695.00 350.80
$692,351.50
$755.00 594.10
Michael Esser Associate 2009 Litigation $485.00 45.90 $22,261.50
Lindsay K. Eyler Associate 2009 Litigation
$405.00 22.30
$41,195.50
$430.00 74.80
David Foley Associate 2010
Intellectual
Property
$360.00 8.70 $3,132.00
Melissa Gauger Associate 2011 Restructuring $385.00 7.80 $3,003.00
Thomas A. Geraghty, P.C. Partner 1997 Taxation
$795.00 72.00
$66,232.50
$825.00 10.90
Bradley T. Giordano Associate 2009 Restructuring $445.00 2.20 $979.00
Adam Goldstein Associate 2006 Restructuring
$600.00 216.30
$135,348.00
$640.00 8.70
Daniel Gomez Associate 2008 Litigation
$455.00 13.90
$24,609.00
$485.00 37.70
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K&E 20183769
Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Jeffrey M. Gould Associate 2006 Litigation
$545.00 363.40
$766,343.00 $585.00 472.80
$610.00 478.20
Anthony Grossi Associate 2010 Restructuring $445.00 36.70 $16,331.50
William Guerrieri Associate 2008 Restructuring
$505.00 783.40
$1,200,517.00 $540.00 1,012.00
$590.00 438.00
Kendall Hannon Associate 2009 Litigation $485.00 46.70 $22,649.50
Savaria B. Harris Associate 2007 Litigation $545.00 3.50 $1,907.50
Sarah M. Hawkins Associate 2008 Litigation $455.00 0.40 $182.00
Brendan P. Herron Associate 2009 Corporate
$405.00 20.80
$41,130.50 $430.00 66.70
$485.00 8.30
Vicki V. Hood Partner 1977
Employee
Benefits
$920.00 0.80 $736.00
Meredith L. Hussein Associate 2006 Restructuring $550.00 40.40 $22,220.00
Ellen M. Jakovic Partner 1985 Litigation $835.00 2.10 $1,753.50
Jonathan D. Janow Associate 2008 Litigation
$485.00 6.00
$171,228.00
$540.00 311.70
Andrew M. Kaufman,
P.C.
Partner 1974 Corporate
$935.00 5.40
$6,024.00
$975.00 1.00
Jonathan Kidwell Associate 2009 Environmental $455.00 7.10 $3,230.50
Patrick J. King Associate 2007 Litigation
$495.00 535.30
$705,825.00 $540.00 392.70
$585.00 391.10
R. Henry Kleeman Partner 1984 Corporate
$695.00 64.80
$105,012.00
$735.00 81.60
Leonard Klingbaum Partner 2000 Corporate
$725.00 210.10
$166,970.00
$775.00 18.90
Arun Kurichety Associate 2006 Restructuring $600.00 39.60 $23,760.00
Jeffrey G. Landis Partner 2003 Litigation
$580.00 73.50
$493,318.00
$640.00 704.20
Christopher H. Langbein Associate 2009 Restructuring
$505.00 689.70
$979,416.50 $540.00 843.80
$590.00 297.40
Brian S. Lennon Partner 2004 Restructuring
$660.00 238.30
$1,476,453.00
$715.00 1,845.00
Jennifer Marines Associate 2005 Restructuring
$640.00 571.40
$1,055,335.00 $675.00 733.70
$695.00 279.70
Peter C. Marshall, Jr. Associate 2009 Corporate $405.00 5.70 $2,308.50
Todd F. Maynes, P.C. Partner 1988 Taxation $995.00 0.50 $497.50
Joshua R. McLane Associate 2009 Taxation
$415.00 43.20
$43,272.00
$440.00 57.60
Roberto S. Miceli Partner 2000 Real Estate $755.00 246.40 $186,032.00
Wendy T. Newkirk Associate 1999 Real Estate $570.00 16.10 $9,177.00
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K&E 20183769
Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Uzoma N. Nkwonta Associate 2009 Litigation $540.00 12.00 $6,480.00
Ahmad S. Nofal Associate 2010 Real Estate
$340.00 3.50
$90,707.00 $360.00 76.30
$430.00 144.30
Jeffrey Pawlitz Associate 2007 Restructuring $550.00 234.10 $128,755.00
Theodore A. Peto Partner 2002 Corporate
$610.00 5.50
$3,695.00
$680.00 0.50
Carl Pickerill Associate 2008 Restructuring $505.00 41.50 $20,957.50
Jeffrey S. Powell Partner 1986 Litigation $845.00 69.00 $58,305.00
Joseph W. Price Partner 2002 Corporate
$660.00 243.50
$177,320.50
$695.00 23.90
William T. Pruitt Partner 2004 Litigation
$580.00 3.30
$5,696.00
$620.00 6.10
Anup Sathy, P.C. Partner 1995 Restructuring
$895.00 718.60
$2,249,419.00
$940.00 1,708.80
Robert H. Scheibe
Of
Counsel
1971 Corporate $995.00 14.60 $14,527.00
Jessica H. Schultz Associate 2009 Real Estate $405.00 3.20 $1,296.00
Todd M. Schwartz Associate 2007 Restructuring
$550.00 1,078.00
$1,838,703.00 $590.00 1,345.70
$640.00 706.00
David Seligman, P.C. Partner 1996 Restructuring $885.00 1.00 $885.00
Steven Serajeddini Associate 2010 Restructuring
$475.00 347.90
$241,176.50
$540.00 140.60
John V. Shivickas Associate 2006 Real Estate
$545.00 61.20
$40,432.50
$585.00 12.10
Janet S. Siegel
Of
Counsel
1987 Restructuring $545.00 49.30 $26,868.50
Shay-Ann Heiser Singh Associate 2008 Restructuring $505.00 0.50 $252.50
Andrew Small Partner 1989 Real Estate $845.00 3.10 $2,619.50
Ellen M. Snare Partner 2004 Corporate $660.00 30.30 $19,998.00
P.C.
Shannon L. Stokes Associate 2009 Litigation $485.00 37.80 $18,333.00
Dmitriy Tishyevich Associate 2011 Litigation $430.00 20.10 $8,643.00
Seth Traxler Partner 1997
Intellectual
Property
$755.00 3.00 $2,265.00
Peter Tsao Associate 2009 Restructuring $505.00 182.70 $92,263.50
Wilson Tsu Associate 2008 Restructuring $505.00 10.60 $5,353.00
Rafael J. Valdes Associate 2007 Restructuring $550.00 163.20 $89,760.00
Brad Weiland Associate 2008 Restructuring $505.00 170.50 $86,102.50
Ipek S. Yakut Associate 2010 Corporate
$445.00 242.30
$117,372.00 $475.00 4.30
$540.00 13.90
Clement Yee Associate 2009 Restructuring $505.00 423.70 $213,968.50
Judy Yuan Associate 2010 Restructuring $475.00 225.80 $107,255.00
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K&E 20183769
Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Jonathan Zinman Associate 2008 Restructuring
$550.00 964.40
$1,696,376.00 $590.00 1,338.80
$640.00 587.60
Robert R. Zitko Partner 1994
Employee
Benefits
$760.00 2.80 $2,128.00
David Zubkis Associate 2009 Restructuring $505.00 4.50 $2,272.50
Totals for Attorneys for the Final Fee Period 32,784.60 $20,799,790.50

Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
April B. Abrams Legal Assistant Real Estate
$285.00 19.50
$6,167.50
$305.00 2.00
Jordannah Bangi Legal Assistant Corporate $220.00 1.00 $220.00
Deborah L. Bibbs Legal Assistant Restructuring
$215.00 68.20
$16,158.00
$230.00 6.50
Shaun Booth Case Assistant Restructuring
$180.00 53.00
$17,554.50
$195.00 41.10
Andrew Brniak
Case Assistant
Restructuring
$155.00 21.00
$5,080.50 $165.00 9.70
Legal Assistant $225.00 1.00
Jon D. Canty
Litigation Support
Specialist
Litigation $245.00 3.00 $735.00
Christopher Chapman Case Assistant Litigation $165.00 8.70 $1,435.50
Cara C. Cullin Conflicts Specialist
Administrative
Services
$235.00 8.90
$2,766.50
$250.00 2.70
Crystal Dao Legal Assistant Litigation $215.00 3.00 $645.00
Anna O. del Rosario Legal Assistant Restructuring $245.00 0.60 $147.00
Eric M. Dellon Case Assistant
Intellectual
Property
$180.00 2.10 $378.00
Amanda DiGeorge
Litigation Support
Specialist
Litigation $205.00 0.50 $102.50
Mahmood Dualeh
Litigation Support
Consultant
Litigation
$235.00 9.00
$3,340.00
$245.00 5.00
Kenneth W. Dyche
Trial Technology
Specialist
Litigation $235.00 96.60 $22,701.00
Kentaro J. Ebersole
Trial Technology
Specialist
Litigation $265.00 85.80 $22,737.00
Junelia J. Edwards Case Assistant Litigation $140.00 4.00 $560.00
Paul Fraumann Legal Assistant Restructuring
$215.00 28.60
$17,856.00
$230.00 50.90
Beth Friedman Legal Assistant Restructuring
$285.00 78.20
$51,323.00
$305.00 95.20
Stephanie D. Frye Conflicts Coordinator
Administrative
Services
$215.00 34.30
$14,504.50
$230.00 31.00
Kenneth Gazda
Litigation Support
Consultant
Litigation $245.00 1.00 $245.00
Pg 7 of 9

8
K&E 20183769
Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Jacob Goldfinger Legal Assistant Restructuring
$270.00 93.70
$32,694.00
$290.00 25.50
Jason Goodman
Litigation Support
Consultant
Litigation $245.00 1.00 $245.00
Adam J. Gorman Legal Assistant Restructuring
$245.00 3.40
$1,197.00
$260.00 1.40
Shavone Green Case Assistant Restructuring $140.00 30.10 $4,214.00
David Helstowski Legal Assistant Restructuring $250.00 0.80 $200.00
Terence Herlihy
Litigation Support
Consultant
Litigation $235.00 1.00 $235.00
Brian Howe Case Assistant Litigation $145.00 14.00 $2,030.00
Fariza Ibrahim Case Assistant Litigation $175.00 265.40 $46,445.00
Benjamin J. Jones Legal Assistant Litigation
$200.00 158.50
$52,082.00
$215.00 94.80
Mark Kansa Project Assistant Corporate $175.00 1.30 $227.50
Michael Kaplan Project Assistant Real Estate $165.00 12.20 $2,013.00
Ellen J. Kratofil Conflict Specialist
Administrative
Services
$235.00 45.90
$19,761.50
$250.00 35.90
Brian D. Krieter Legal Assistant Real Estate $300.00 37.20 $11,160.00
Jocelyn C. Kuo Legal Assistant Restructuring
$245.00 30.60
$16,961.00
$260.00 36.40
Travis J. Langenkamp Legal Assistant Litigation
$270.00 159.40
$237,164.00
$290.00 669.40
John LoPorto Project Assistant Real Estate $165.00 23.50 $3,877.50
Anne R. Lubinsky
Litigation Support
Specialist
Litigation
$195.00 3.00
$3,557.50
$205.00 14.50
Thomas Mangne
Litigation Support
Consultant
Litigation
$235.00 1.80
$839.50
$245.00 1.70
Maureen McCarthy Legal Assistant Restructuring
$245.00 34.50
$37,865.50 $260.00 58.10
$285.00 50.20
Anna McDermott Legal Assistant Restructuring $260.00 1.40 $364.00
Mathias M. Mondino Case Assistant Litigation
$155.00 16.60
$9,305.00
$165.00 40.80
Robert E. Moore
Litigation Support
Consultant
Litigation
$235.00 1.50
$20,981.50
$245.00 84.20
Caitlin OConnell Case Assistant
Intellectual
Property
$170.00 2.00 $340.00
Emily S. OConnor Project Assistant Restructuring
$160.00 16.10
$5,330.00
$170.00 16.20
Robert Orren Legal Assistant Restructuring
$190.00 17.70
$8,868.50 $215.00 2.50
$230.00 21.60
Carlos A. Padilla Legal Assistant Litigation $215.00 1.00 $215.00
Muhammad A. Rashid
Litigation Support
Specialist
Litigation
$195.00 142.70
$108,283.50 $205.00 391.90
$235.00 0.50
Michael Robinson Case Assistant Restructuring $180.00 16.90 $3,042.00
Anne Rogers Conflicts Specialist
Administrative
Services
$235.00 44.50 $10,457.50
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K&E 20183769
Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Henry Rosas Legal Assistant Corporate
$285.00 89.50
$25,812.50
$305.00 1.00
Linda A. Scussel Conflicts Specialist
Administrative
Services
$235.00 52.00
$22,720.00
$250.00 42.00
Sofia Sheth Case Assistant Restructuring
$180.00 50.10
$12,937.50
$195.00 20.10
Carrie Sroka Legal Assistant Restructuring $215.00 0.20 $43.00
Leslie Stubbs Project Assistant Litigation $165.00 4.00 $660.00
Rafael M. Suarez
Litigation Support
Consultant
Litigation
$235.00 27.00
$7,080.00
$245.00 3.00
Elizabeth A. Suehr Conflicts Specialist
Administrative
Services
$215.00 2.00
$775.00
$230.00 1.50
Patrick Tucker Legal Assistant Corporate
$215.00 75.00
$17,435.00 $230.00 2.50
$245.00 3.00
Gary M. Vogt Legal Assistant Litigation
$280.00 712.60
$495,628.00
$300.00 987.00
Rebecca E. Weinstein Case Assistant Litigation $155.00 8.30 $1,286.50
Michael West Case Assistant Litigation $175.00 0.50 $87.50
Nathaniel F. West Legal Assistant Litigation
$155.00 1.00
$112,547.00
$210.00 535.20
Cheryl Wilson-Griffin
Trial Technology
Consultant
Litigation $265.00 1.30 $344.50
Katelyn Ye
Litigation Support
Consultant
Litigation $245.00 1.50 $367.50
Mark T. Young Case Assistant Litigation $165.00 26.60 $4,389.00
Administrative
Services
$220.00 9.00
$11,427.00
$235.00 40.20
Totals for Paraprofessionals for Final Fee Period 6,587.30 $1,613,921.00

Total Hours Billed During the Final Fee Period 39,371.90
Total Fees Requested During the Final Fee Period $22,223,155.50

Blended Rate (Including Paraprofessionals) $569.28
Blended Rate (Excluding Paraprofessionals) $634.44

Pg 9 of 9

1
K&E 20183769
Exhibit E
Summary of Disbursements for the Fourth Interim Fee Period
Expense Categories Amount
Computer Database Research $43,648.74
Copying and Binding $148,986.31
Filing Fees $1,100.00
Meals $8,678.21
Postage, Overnight Delivery, and Messenger Service $5,958.80
Secretarial Overtime $8,834.63
Telephone $1,995.86
Travel, Airfare, and Other Transportation $179,827.06
Trial, Office, and Rental Expenses $58,388.87
Total for Expenses for the Fourth Interim Fee Period $457,418.48

10-13800-scc Doc 2236-5 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit E
Pg 1 of 2

2

K&E 20183769
Summary of Disbursements for the Final Fee Period
Filing Fees $1,812.60
Meals $70,722.32
Professional Fees $9,206.95
Telephone $11,762.76
Subtotal for Final Fee Period $1,380,342.98
Reduction Taken During the Final Fee Period
16
($75,000.00)
Total Expenses Requested for the Final Fee Period $1,305,342.98

16
Professional Services Rendered and (B) Reimbursement of Actual and Necessary Expenses [Docket No. 1074].
10-13800-scc Doc 2236-5 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit E
Pg 2 of 2

1

K&E 20183769
Exhibit F

October Monthly Application
for October 1, 2011 through October 27, 2011
Attorney
Position with the
Applicant and Year
Admitted
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Jon A. Ballis, P.C. Partner 1994 Corporate $885.00 1.00 $885.00
Patrick M. Bryan Partner 2002 Litigation $665.00 160.90 $106,998.50
Daniel T. Donovan Partner 1997 Litigation $755.00 152.70 $115,288.50
Jeffrey M. Gould Associate 2006 Litigation $610.00 103.90 $63,379.00
William Guerrieri Associate 2008 Restructuring $590.00 133.80 $78,942.00
Jonathan D. Janow Associate 2008 Litigation $540.00 139.60 $75,384.00
Patrick J. King Associate 2007 Litigation $585.00 130.30 $76,225.50
R. Henry Kleeman Partner 1984 Corporate $735.00 4.90 $3,601.50
Jeffrey G. Landis Partner 2003 Litigation $640.00 143.30 $91,712.00
Christopher H.
Langbein
Associate 2009 Restructuring $590.00 55.70 $32,863.00
Brian S. Lennon Partner 2004 Restructuring $715.00 193.20 $138,138.00
Jennifer Marines Partner 2005 Restructuring $695.00 124.00 $86,180.00
Ahmad S. Nofal Associate 2010 Real Estate $430.00 5.80 $2,494.00
Joseph W. Price Partner 2002 Corporate $695.00 3.30 $2,293.50
Anup Sathy, P.C. Partner 1995 Restructuring $940.00 152.00 $142,880.00
Todd M. Schwartz Associate 2007 Restructuring $640.00 174.90 $111,936.00
Andrew Small Partner 1989 Real Estate $845.00 0.50 $422.50
P.C.
Jonathan Zinman Associate 2008 Restructuring $640.00 144.50 $92,480.00
Totals for Attorneys 2,952.90 $1,894,131.00

Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Deborah L. Bibbs Legal Assistant Restructuring $230.00 1.00 $230.00
10-13800-scc Doc 2236-6 Filed 11/22/11 Entered 11/22/11 23:55:46 Exhibit F -
Part 1 of 2 Pg 1 of 100

2
K&E 20183769
Paraprofessional
Position with the
Applicant
Department
Hourly
Billing
Rate
Total
Billed
Hours
Total
Compensation
Kenneth W. Dyche
Trial Technology
Specialist
Litigation $235.00 94.10 $22,113.50
Kentaro J. Ebersole
Trial Technology
Specialist
Litigation $265.00 85.80 $22,737.00
Beth Friedman Legal Assistant Restructuring $305.00 10.80 $3,294.00
Jacob Goldfinger Legal Assistant Restructuring $290.00 3.10 $899.00
Fariza Ibrahim Legal Assistant Litigation $175.00 92.30 $16,152.50
Jocelyn C. Kuo Legal Assistant Restructuring $260.00 3.00 $780.00
Travis J. Langenkamp Legal Assistant Litigation $290.00 179.10 $51,939.00
John LoPorto Project Assistant Real Estate $165.00 1.00 $165.00
Thomas Mangne
Litigation Support
Consultant
Litigation $245.00 1.70 $416.50
Maureen McCarthy Legal Assistant Restructuring $285.00 1.60 $456.00
Robert E. Moore
Litigation Support
Consultant
Litigation $245.00 17.30 $4,238.50
Robert Orren Legal Assistant Restructuring $230.00 6.60 $1,518.00
Muhammad A. Rashid
Litigation Support
Specialist
Litigation $205.00 60.10 $12,320.50
Gary M. Vogt Legal Assistant Litigation $300.00 102.50 $30,750.00
Nathaniel F. West Legal Assistant Litigation $210.00 134.20 $28,182.00
Katelyn Ye
Litigation Support
Consultant
Litigation $245.00 1.50 $367.50
Administrative
Services
$235.00 6.10 $1,433.50
Totals for Paraprofessionals 1,106.30 $257,001.50

3

K&E 20183769
Summary of Legal Fees and Expenses for October 1, 2011 through October 27, 2011
Matter
Number
Matter Description
Total
Billed
Hours
Total Fees
Requested
Total
Expenses
Requested
Total
Compensation
3
Contested Matter
2,891.80 $1,413,475.50 $183,493.70 $1,596,969.20
5 Business Operations 0.80 $492.00 $0.00 $492.00
6 Case Administration 40.00 $15,085.50 $1,065.21 $16,150.71
8
Objections
59.50 $35,728.50 $96.90 $35,825.40
9 Corporate and Securities Issues 700.40 $464,370.00 $1,711.89 $466,081.89
10
Communication
0.50 $295.00 $0.45 $295.45
11 DIP and Exit Financing 39.80 $26,176.50 $134.69 $26,311.19
12
Disclosure Statement and Plan of
Reorganization
77.70 $53,229.50 $5,576.33 $58,805.83
17 Insurance 1.10 $704.00 $0.00 $704.00
18
Retention, Fee Applications and
Monthly Statements
69.60 $38,469.00 $438.90 $38,907.90
21 Travel 108.10 $59,232.00 $123,101.21 $182,333.21
22 U.S. Trustee Issues 0.30 $208.50 $0.00 $208.50
Totals 4,059.20 $2,151,132.50 $317,075.28 $2,468,207.78


4

K&E 20183769
Summary of Disbursements for the October 1, 2011 through October 27, 2011
Filing Fees $0.00
Meals $5,219.56
Telephone $538.74
Total $317,075.28

K&E 20183769
Time and Expense Records for October Monthly Application
November 22. 2011
Innkeepers USA
Suite 306
Palm Beach. FL 33480
ATTN: Marc A. Beilinson
IN THE MATTER OF
File No:
Adversary Proceedings & Contested Matter
11336-00003
For legal services rendered through October 27. 2011
(see attached Description of Legal Services for detail)
For disbursements incurred through October 27. 2011
Csee attached Description of Expenses for detail)
Total for legal services rendered and expenses incurred
Page 1
New York, New York 10022
FEIN 36-1326630
lnv.# 3831658
$ 1. 413 .475. 50
$ 183,493.70
$ 1. 596' 969 . 20
Innkeepers USA
3 Adversary Proceedings & Contested Matter
Legal Services for the Period Ending October 27. 2011
Individual Timekeeper Summary
Timekeeper Hours Rate Amount
Winn Allen 7.40 560000 4.144000
Judson D Brown 128090 620000 79,918000
Patrick M Bryan 153010 665000 101,8110 50
Daniel T Donovan 144080 755000 109,324000
Peter A Farrell 141010 610000 86,0710 00
Jeffrey M Gould 98050 610000 60,085000
William Guerrieri 15090 590000 9,381.00
Stephen E Hessler 13010 765000 10' 021.50
Adam Holbrook 120080 485000 58,588000
Jonathan D Janow 135000 540000 72,900000
Erin C Johnston 94080 585000 55,458 0 00
Mike Jones 26040 410000 10,824000
Patrick J King 125030 585000 73.300050
Jeffrey G Landis 141050 640000 90,560000
Christopher H Langbein 6080 590000 4,012000
Brian S Lennon 39040 715 0 00 28,171000
Jennifer Marines 26000 695000 18,070000
Mark E McKane 150070 730000 110,011000
Priya G Pai 129080 430000 55,814000
Anup Sathy, POCO 30050 940000 28,670000
Kristen Schuck 7050 410000 3,075000
Todd M Schwartz 44000 640000 28,160000
James H M Sprayregen, POCO 5050 995000 5.472050
Edwin J U 112 0 60 725 0 00 81,635 0 00
Jonathan Zinman 8020 640000 5,248000
Diane Bachula 1. 50 230000 345000
Yogendra R Beharry 28080 140000 4.032000
Deborah L Bibbs 1. 00 230000 230000
K Kelly Farnsworth 152060 235000 35' 861.00
Beth Friedman 8030 305000 2.531.50
Jacob Goldfinger 1. 50 290000 435000
Fari za Ibrahim 92030 175000 16.152050
Travis J Langenkamp 172 0 50 290000 50,025000
Elizabeth N Olsen 41.60 165000 6.864000
Jared M Stopford 67040 140000 9,436 0 00
Gary M Vogt 27010 300000 8,130000
Nathaniel F West 129070 210000 27,237000
Rebecca Zarett 5030 165000 874050
Kenneth W Dyche 89 010 235000 20,938050
Kentaro J Ebersole 78080 265000 20,882000
Bibliographic Research 3000 235000 705000
Stock/Rate/Stat Research 3010 235000 728050
Thomas Mangne 1. 70 245000 416050
Page 2
Innkeepers USA
Robert E Moore 17.30 245.00 4.238.50
Muhammad A Rashid 60.10 205.00 12.320.50
Katelyn Ye 1. 50 245.00 367.50
2' 891.80 $ 1.413.475.50
Page 3
Innkeepers USA
Description of Legal Services
Name Hours
9/04/11 Brian S Lennon .70
9/05/11 Stephen E Hessler 3.00
10/01/11 Christopher H Langbein .40
10/01/11 Adam Holbrook 9.90
10/01/11 Jennifer Marines 2.10
10/01/11 Priya G Pai 13.30
10/01/11 Muhammad A Rashid 11.50
10/01/11 Winn Allen 1. 70
10/01/11 Jonathan D Janow 2.70
10/01/11 Elizabeth N Olsen 13.80
Description
Review and revise stipulation re outside date
with Cerberus/Chatham
Review. revise and analyze documents re
adversary proceeding fact development.
Correspond and telephone conference with T.
Schwartz re research re potential claims.
Telephone conference with M. McKane re
deposition strategy (.6); prepare T. Wagner
deposition outline (4.2); analyze documents
re same (3.8); draft summary of S. Feinberg
deposition (.8); telephone conference with R.
Shah re industry analysis (.5).
Review and revise trial brief (1.3);
correspond with working group re same (.8).
Draft R. Manzo deposition outline (4.0);
review and revise same (3.7): identify key
documents for deposition (2.1): draft
deposition modules for Wagner deposition
(2.2): review and finalize Wagner deposition
outline C1.3).
Prepare documents for attorney document
review (9.1): correspond with working group
re same C 2. 4) .
Review and revise trial brief (1.5):
correspond with D. Donovan re litigation
issues C .2).
Review correspondence from working group re
litigation issues (.4); research issues re
evidence admissibility (2.3).
Identify and prepare exhibits re pre-trial
brief for attorney review (5.8): review and
revise exhibit list re same (3.2): review and
compile exhibits re J. Fisher deposition
(4.8).
Page 4
Innkeepers USA
Name
10/01/11 Fariza Ibrahim
10/01/11 Edwin J U
10/01/11 Edwin J U
10/01/11 Jeffrey G Landis
10/01/11 Judson D Brown
10/01/11 Patrick M Bryan
10/01/11 Peter A Farrell
10/01/11 Jeffrey M Gould
Hours
1. 30
10.70
2.30
9.10
12.50
13.80
12.10
14.20
11.20
Description
Update deposition materials.
Cite check pre-trial brief (9.4); compile
trial exhibits re same (1.3).
Telephone conferences with working group re
discovery issues (.8); correspond with
working group re same (.2); review and revise
pre-trial brief 0.3).
Prepare for and conduct deposition of E.
Talley (7.2); summarize same C .8); office
conferences with working group re same (.8);
office conference with J. Brown redeposition
of R. Manzo (.3).
Draft and revise pre-trial brief (6.5);
prepare for and participate in telephone
conference with Moelis re document production
issue (.8); analyze outstanding discovery
issues (2.4); office conference with D.
Donovan and M. McKane re depositions and
discovery (1.4); revise letters re privilege
issues 0.4).
Review and revise R. Manzo deposition outline
(6.3); prepare for same (.8); office
conferences with E. U and P. Gupta (1.7);
office conferences deposition of E. Talley
with E. U and P. Farrell (1.5); telephone
conference with consultants re D. Fischel
expert report and depositions (.6); prepare
materials reD. Fischel deposition (2.9).
Review and revise pretrial brief (6.5);
office and telephone conferences with working
group retrial strategy (2.5); correspond
with H. Godnick and D. Bryan re same (1.0);
prepare testimony outlines (2.1).
Prepare for deposition of E. Talley (3.2);
review documents exhibits re same (4.5);
conduct legal research re evidentiary and
discovery issues (6.5).
Review and revise pre-trial brief (3.4):
coordinate exhibits and cite check re same
(3.3): review and analyze factual issues re
Page 5
Innkeepers USA
Name
10/01/11 Robert E Moore 2.20
10/01/11 Brian S Lennon 4.40
10/01/11 Patrick J King 8.40
10/01/11 Todd M Schwartz 9.30
10/01/11 K Kelly Farnsworth 16.80
10/01/11 Daniel T Donovan 12.00
10/01/11 Travis J Langenkamp 15.50
Description
litigation (4.5).
Prepare trial exhibits for attorney review
(1.7): revise summary and tracking materials
re same C . 5) .
Correspond with T. Schwartz re Talley
deposition (.5): correspond with Creditors'
Committee counsel re intervention stipulation
(.4): review and revise pretrial brief (3.5).
Review documentation and office conference
with working group in preparation for
deposition of J. Fisher (4.3): conduct
factual research for witness preparation
(3.3): review and analyze draft trial brief
( . 8) .
Prepare for and attend Talley deposition
(5.8): review and analyze issues re potential
litigation (1.8): conferences with working
group re same (1.7).
Prepare and distribute exhibits re pre-trial
brief (.4): prepare pre-trial briefs for
attorney review (.3): identify and prepare
trial exhibits (5.3): review production
database for key document (.4): review and
revise trial exhibit list (6.2): prepare
potential exhibits re J. Fisher deposition
(2.1): prepare production documents re
privilege issues for attorney review (2.1).
Correspond and office conferences with
working group re preparation forM. Beilinson
deposition (2.4): defend M. Beilinson
deposition (5.5): review and revise pre-trial
brief (1.5): review and analyze legal issues
re same (1.4): conferences with M. McKane re
same 0.2).
Research document production issues (.7):
compile and analyze pre-trial brief and
exhibits re same (1.4): review and revise
draft trial exhibit list (1.4): review and
prepare trial exhibits (1.8): review. analyze
and process documents for production (3.3):
telephone conferences with N. West re
Page 6
Innkeepers USA
Name
10/01/11 Mark E McKane
10/01/11 Anup Sathy, P.C.
10/02/11 Kenneth W Dyche
10/02/11 Christopher H Langbein
10/02/11 Adam Holbrook
10/02/11 Jennifer Marines
10/02/11 Priya G Pai
Hours
14.30
. 80
3.90
2.80
6.20
13.00
2.40
13.40
Description
deposition logistics (.4): telephone
conference with F. Ibrahim re key documents
and deposition (.6); research key documents
and prepare materials for attorney review re
same (.7); telephone conferences with A.
Rashid re document production issues (1.2);
coordinate depositions and prepare exhibits
for attorney review (1.9); correspond with
working group re production specifications
(.9): revise discovery production log (.3);
review and analyze materials re experts and
compile for attorney review (.9).
Review documents in preparation for T. Wagner
deposition (4.5): office conferences with A.
Holbrook. P. Gupta re same (2.1): telephone
conference with D. Donovan re litigation
issues (1.3): correspond with working group
reS. Freedman scheduling issues (.4);
correspond and conferences with working group
reissues re key document clawback (4.5);
review and revise portions of pretrial brief
0. 5) 0
Attend status conferences re depositions .
Review and revise pre-trial brief.
Revise exhibits re pre-trial brief.
Research and analyze case law re potential
claims (5.4): summarize same (.8).
Review documents and prepare forT. Wagner
deposition (3.9): review and analyze
documents re factual issues re adversary
proceeding (.8): attend deposition ofT.
Wagner (7.8); draft summary re same (.5).
Review and revise pre-trial brief (1.2);
conduct research re legal issues re same
(.7): correspond with working group re same
( 0 5) 0
Review R. Manzo deposition outline (1.6);
review exhibits in preparation for same
(1.3); attend R. Manzo deposition (6.7):
review R. Manzo deposition transcript for key
Page 7
Innkeepers USA
Name
10/02/11 Yogendra R Beharry
10/02/11 Jared M Stopford
10/02/11 Jonathan D Janow
10/02/11 Edwin J U
10/02/11 Edwin J U
9.80
14.50
13.80
1. 90
3.10
.40
10.90
15.80
Description
admissions (2.1): draft summary of deposition
C .7): correspond with working group re same
(.4): outline motion in limine to exclude
expert testimony (.6).
Prepare exhibits for attorney review (3.4):
review exhibit database for marked documents
(2.8): review and update exhibits (2.3):
prepare pre-trial briefs for attorney review
Cl. 3).
Prepare exhibits re Fisher deposition (5.5):
compile documents. pleadings re same (9.0).
Review and analyze Defendants' privilege log
(3.8): review redacted documents re same
C .3): telephone conference with J. Gould re
same (.5): analyze privilege issues and draft
talking points re same (3.0): draft letter re
objections common interest privilege log
(1.8): correspond with J. Gould re same (.2):
review and revise same (1.0): research case
law re same (2.3).
Review and compile discovery documents.
Cite check pre-trial brief.
Review correspondence rediscovery issues
(.2): telephone conference with D. Donovan re
privilege dispute (.2).
Prepare and revise summary of deposition of
E. Talley (.8): correspond with the Company
re same (.2): prepare and revise outline for
deposition of D. Fischel (4.6): analyze
exhibits and documents re same (2.5): review
documents re same (1.8): office conferences
with J. Brown re same (.3): identify key
testimony from deposition of R. Manzo (.4):
telephone conferences with J. Brown re same
( . 3) .
Prepare talking points re privilege issue and
confer with opposing counsel re same (2.2):
review and analyze outstanding discovery
issues (3.5): draft correspondence to
Page 8
Innkeepers USA
Date Name
10/02/11 Judson D Brown 14.20
10/02/11 Patrick M Bryan 16.80
10/02/11 Peter A Farrell 15.80
10/02/11 Jeffrey M Gould 15.20
10/02/11 Robert E Moore 7.60
Description
opposing counsel rediscovery (.8): review
common interest log and revise letter to
opposing counsel re same (1.8): review and
analyze documents produced by defendants
(3.2): office conference with D. Donovan re
brief and discovery issues (1.4): review and
revise pre-trial brief (2.9).
Review and revise outline for deposition of
R. Manzo and prepare for deposition (3.4);
deposeR. Manzo (5.8); telephone conference
with working group re same (1.0); review
transcript of R. Manzo deposition and
summarize same (.8); telephone conference re
motion to exclude with P. Farrell and P.
Gupta (.5); review and revise brief (.7):
telephone conference with the Company re
depositions (.5): prepare materials for
upcoming depositions (1.5).
Review and revise pretrial brief (12.2):
correspond with H. Godnick and B. Bryan re
same (.8): telephone conference with D.
Donovan re same (1.8); prepare testimony
out l i nes ( 2. 0) .
Conduct legal research re privilege issues
(6.2): conduct legal research remotion to
exclude expert witnesses (4.3): review
documents deposition transcripts re same
( 5. 3).
Coordinate preparation of trial exhibits
(2.6); cite check pre-trial brief (3.9):
conduct legal research re privilege issues
(2.7): correspond with working group re same
(1.3): redact draft brief for distribution
(2.3): coordinate exhibits brief (.4): office
conferences with working group re litigation
issues (2.0).
Prepare discovery production data for
attorney review (6.7); prepare and coordinate
production materials for delivery (.9).
Draft materials for pre-trial brief (2.2):
review and revise brief (2.2): correspond
with T. Schwartz re depositions (.3):
Page 9
Innkeepers USA
Legal Services for the Period Ending October 27, 2011
Date Name
10/02/11 Patrick J King
10/02/11 Todd M Schwartz
10/02/11 Erin C Johnston
10/02/11 K Kelly Farnsworth
10/02/11 Daniel T Donovan
10/02/11 Travis J Langenkamp
Hours
6.50
5.30
9.30
19.30
13.50
20.50
Description
correspond with working group re brief (.2);
telephone conference with S. Hessler re same
(.2); analyze issues re Committee
intervention (.2).
Revise materials re preparation for J. Fisher
deposition (3.0); telephone conference with
D. Donovan re same (.4); review and revise
opening statement (3.1).
Prepare for and attend Manzo deposition.
Coordinate preparation of exhibits for
depositions ofT. Wagner. S. Feinberg, E.
Talley and R. Manzo (2.3); prepare for
deposition of J. Fisher (1.8); review and
revise pre-trial brief exhibits cited (2.2);
review key discovery document (1.5); review
and revise plaintiffs' trial exhibit list
0. 5).
Review and revise exhibit list (3.5);
assemble and organize potential exhibits re
T. Wagner deposition (.7); prepare documents
re privilege issues for attorney review
(2.6); assemble and organize trial exhibits
(.6); cite check and revise pre-trial brief
01. 9).
Office conference with P. King redeposition
(.5); review pre-trial brief 0.2); review
and analyze documents. legal issues re same
(1.8); prepare for depositions (3.5); office
conference with working group and telephone
conference with opposing counsel re privilege
issues (4.2); review trial issues (2.3).
Compile and analyze pre-trial brief and
exhibits (3.3); correspond with A. Rashid re
document production issues (.2); review.
analyze and process documents for production
(3.9); research key documents and prepare
materials re same for attorney review (1.9);
coordinate depositions and prepare deposition
exhibits for attorney review (2.6);
correspond with working group re production
specifications (.6); revise discovery
production log (.8); review and analyze
Page 10
Innkeepers USA
Name Hours
10/02/11 Mark E McKane 14.50
10/02/11 Anup Sathy, P.C. .90
10/02/11 Anup Sathy. P.C. 4.50
10/02/11 James H M Sprayregen. P.C 1.30
10/03/11 Priya G Pai 12.70
10/03/11 Nathaniel F West 7.50
Description
materials re experts and compile for attorney
review (1.1); telephone conference with F.
Ibrahim re key documents and deposition (.6);
telephone conference with N. West re
deposition logistics (.4); research document
production issues (.4); review and revise
draft trial exhibit list (2.4); compile trial
exhibits (2.3).
Prepare to depose T. Wagner (4.1);
conferences with D. Donovan. opposing counsel
re privilege issues (3.8); depose T. Wagner
(5.1); correspond with working group re same
C .4); review and revise pretrial brief 0.1).
Attend status conferences with working group
re depositions.
litigation and deposition issues (.9);
Correspond with working group re research re
potential claims.
Review and analyze documents re S. Pozatek
deposition (3.6); draft deposition outline
(3.8); prepare deposition modules (3.5);
office conference with M. McKane and J. Janow
redeposition strategy (1.3); analyze
documents for deposition (2.8).
Review pretrial brief (.5); correspond with
working group re same (.3); telephone
conference with Creditors' Committee counsel
re joinder C .4).
Draft outline remotion in limine (1.1);
compile deposition admissions to include in
motion in limine (2.7); draft motion in
limine (3.3); review and revise same (4.0);
review and analyze T. Wagner deposition
transcript (1.6).
Compile. update and review D. Fischel
deposition exhibits (3.4); confer with F.
Page 11
Innkeepers USA
Name
10/03/11 Mike Jones
10/03/11 Muhammad A Rashid
10/03/11 Winn Allen
10/03/11 Edwin J U
Hours
6.40
2.50
.40
. 50
5.80
15.50
1.10
9.10
10.30
Description
Ibrahim re same (.6); compile and review
deposition transcripts (1.9); confer with J.
Listwan redeposition scheduling (.7); review
trial exhibit list (.9).
Review pleadings rediscovery proceeding
(.9); draft agreement letter (.6); research
re potential claims (1.4); draft reply to
Anderson claim (3.5).
Prepare exhibits for attorney review.
Conduct legal research re specific
performance.
Update exhibit binders re depositions .
PrepareS. Pozatek Deposition exhibits (2.4):
review issues redeposition logistics (.4);
prepare deposition exhibits for attorney
review (3.0).
Correspond with M. McKane re Pozatek
deposition (.2); conduct factual research re
litigation issues (4.0); correspond with M.
McKane re same (.3); revise talking points re
privilege issues (1.4); draft documents re
same (1.7); research case law re same (.3);
draft deposition question module for Pozatek
deposition (1.3); compile exhibits re same
(.7); research case law recommitment letter
(3.9); correspond with J. Gould re same (.4);
review and analyze Wagner and Fisher
deposition transcripts (1.3).
Compile discovery materials (.9); update
production log ( .2).
Update deposition exhibit tracker (3.4):
update deposition materials (2.6); compile
documents for Fischel deposition (3.1).
Prepare for deposition of D. Fischel (5.6);
office conferences with J. Brown re same
(.8); prepare for and conduct deposition
preparation with damages expert (1.2); revise
draft motion to exclude opposing experts
(2.4); conferences with J. Brown and
Page 12
Innkeepers USA
Date Name
10/03/11 Stephen E Hessler
10/03/11 Jacob Goldfinger
10/03/11 Beth Friedman
Hours
13.50
11.20
4.70
13.60
1.50
2.20
16.20
15.30
Description
correspond with working group re same C.3).
Review and revise pre-trial brief (4.4):
group re same (2.4): review outstanding
discovery issues (2.8): prepare for
deposition of P. Willis (2.5): office
conference with D. Donovan re depositions and
pre-trial brief (1.4).
Review and revise outline for deposition of
D. Fischel (2.8): review and prepare
materials for same (3.2): review materials
for deposition of M. Zmijewski (1.0):
telephone conferences with consulting experts
re expert report (.7): prepare addendum for
materials considered by expert (1.0): review
and revise motion to exclude experts (2.1):
office conference with E. U. P. Farrell and
P. Gupta re same (.4).
Review and analyze pretrial brief (3.3):
telephone conferences and correspond with
working group re same (1.4).
Attend deposition of W. Derrough (3.5):
office conference with B. Derrough and B.
Lennon re same (2.5): review and revise
pretrial brief (5.4) prepare same for filing
(2.2).
Prepare brief for filing.
Coordinate document and exhibit preparation
re trial.
Conduct legal research re motion to exclude
expert testimony (4.6): draft motion in
limine re same (11.6).
Draft motion for partial summary judgment
(.8): correspond with J. Landis and D.
Donovan re same C.6): draft motion to file
pre-trial brief under seal (1.8): telephone
conference with Bankruptcy Court. defendants
re same (.5): review and revise pre-trial
memorandum (9.8): coordinate filing re same
(1.8).
Page 13
Innkeepers USA
Name
10/03/11 Brian S Lennon
10/03/11 William Guerrieri
10/03/11 Bibliographic Research
Hours
1. 20
6.30
15.40
3.40
12.10
13.80
18.70
2.70
Description
Telephone conferences with A. Sathy re
process updates (.8): telephone conference
with A. Sathy re court conference (.4).
Correspond with working group re pretrial
brief (1.2): review same (1.3): participate
in Derrough deposition (3.5): correspond with
working group re depositions (.3).
Prepare for deposition of J. Fisher (3.0):
attend deposition of J. Fisher (9.5): office
conference with working group re same (1.3):
draft summary re same (.5): prepare for
deposition of P. Willis Cl.U.
Review and analyze issues re adversary
proceeding (1.1): research and analyze case
law and precedent re same (1.5): correspond
with working group re same (.8).
Attend Fisher deposition (2.1): review and
revise pretrial brief (4.7): review and
analyze litigation issues (5.3).
Prepare exhibits for deposition of J. Fisher
(1.3): review documents rediscovery (.8):
prepare for discovery conference re documents
designated attorneys' eyes only (2.5); review
and revise exhibits re pre-trial brief (1.0):
coordinate exhibits re deposition of S.
Pozatek (.5): draft outline redirect
examination of N. Cook (1.7): review and
revise trial exhibit list (4.0); review
materials re expert reports (.8): coordinate
exhibits re depositions of J. Fisher and P.
Willis 0.2).
Compile documents re with preparation for S.
Pozatek deposition (.3): prepare supporting
exhibits re pre-trial brief (2.9): assemble
documents reP. Willis deposition (3.3):
prepare potential exhibits reP. Willis
deposition (3.3); draft trial exhibits (1.7):
review and revise same (3.9): review and
revise trial exhibit list (3.3).
Conduct legal research re potential claims.
Page 14
Innkeepers USA
Name Hours
10/03/11 Stock/Rate/Stat Research 3.10
10/03/11 Mark E McKane 14.50
10/03/11 Anup Sathy, P.C. .50
10/03/11 Anup Sathy, P.C. .70
10/03/11 Anup Sathy, P.C. 4.80
Description
Conduct factual research re potential claims.
Correspond with working group re pre-trial
brief and motion for partial summary judgment
(1.2): office and telephone conferences with
working group retrial preparation (1.1):
take deposition of J. Fisher (9.3).
Research. analyze and process documents for
production (4.1): review and revise draft
trial exhibit list (2.9): compile trial
exhibits (3.1): coordinate depositions and
prepare deposition exhibits for attorney
review (2.8): analyze pre-trial brief and
compile exhibits re same (3.3): prepare key
discovery documents for attorney review (.8):
review and analyze materials re experts and
compile for attorney review and production
(.8): correspond with A. Rashid re document
production database issues (.4): telephone
conference with F. Ibrahim re key documents
and deposition preparation (.3): telephone
conferences with N. West redeposition
logistics (.8): update document production
log C. 7).
Review. revise and finalize pretrial brief
(7.7): prepare for and participate in
pretrial conference (2.4): prepare for S.
Pozatek deposition (3.6): correspond and
telephone conferences with D. Donovan re
litigation issues (.8).
court conference.
Office and telephone conferences with working
group re Fisher deposition issues.
Review and analyze pre-trial brief (.8):
correspond with working group re issues re
same C .6).
Office conference with working group re trial
(.6): analyze materials for S. Pozatek
Page 15
Innkeepers USA
Name
10/04/11 Diane Bachula
10/04/11 Nathaniel F West
10/04/11 Mike Jones
10/04/11 Winn Allen
1. 50
7.90
12.20
13.40
5.00
3.30
4.40
1. 00
6.50
12.50
Description
deposition (3.2): attend deposition of S.
Pozatek (7.8): summarize same (.5).
Compile documents in preparation for S.
Pozatek deposition.
Review and analyze pre-trial briefs (2.5):
correspond with Creditors' Committee re same
C .5): telephone conference with B. Lennon
adversary proceeding (.4): prepare legal
analysis of discussion points re pre-trial
brief and responses to same (4.5).
Revise motion in limine (3.1): cite check
same (2.1): telephone conference with working
group remotion in limine (.7): draft
Freedman deposition modules (4.0): revise
deposition modules (1.1): identify and
compile exhibits re same (1.2).
Cite check motion in limine (3.8): compile.
review and update exhibits re same (2.7):
review and compile deposition videos (.8):
compile. review and update deposition
exhibits (2.4): compile and review pre-trial
briefs (.8): compile. review and updateS.
Freedman deposition exhibits (2.9).
Review pleadings re adversary proceeding
(1.6): prepare for deposition of D. Fischel
(3.4).
Prepare discovery data for attorney review.
Review and analyze defendants' trial brief
(1.3): outline responses re same (1.1);
research legal issues re same (2.0).
Prepare exhibits for deposition preparations.
Compile materials re deposition preparation
(3.9); compile documents re defendant and
plaintiff's pretrial briefs (1.5); prepare
deposition video for attorney review (1.1).
Draft deposition modules for Pozatek
deposition (1.6); review and organize
exhibits re same (1.8): research case law re
Page 16
Innkeepers USA
Date Name
10/04/11 Rebecca Zarett
10/04/11 Edwin J U
10/04/11 Edwin J U
10/04/11 Gary M Vogt
Hours
5.30
1.70
2.00
6.10
4.20
7.70
10.80
1.20
10.30
Description
privilege issues (1.3): correspond with P.
Bryan re same (.5): office conference with
working group re litigation issues (.7):
research case law re admissibility issues
(3.9): research case law re litigation issues
(2.7).
Distribute pre trial materials to Bankruptcy
Court (2.4): correspond with T. Langenkamp re
same (.4): compile documents. pleadings re
same (1.7): correspond with B. Friedman re
same (.4): correspond with T. Langenkamp re
same (.2): distribute same to B. Lennon (.2)
Update discovery documents (1.3): update
documents re case administration ( .4).
Compile deposition materials (1.6): update
deposition tracker (.4).
Review and cite check motion in limine.
Prepare for deposition of D. Fischel (2.3):
office conferences with damages expert and J.
Brown re same (1.2): summarize deposition
(.4): telephone conferences with working
group re same (.3).
Revise motion to exclude opposing experts
(4.2): prepare materials rehearing re same
(3.2): telephone conferences and correspond
with working group re same ( .3).
Prepare for and take deposition of P. Willis
(5.2): revise opening trial slides and office
conferences with P. King re same (4.5):
correspond with opposing counsel re
outstanding discovery issues (.8): office
conference with P. Bryan and D. Donovan re
same (.3).
Compile. distribute documents. pleadings re
trial preparation.
Office conference with M. Zmijewski re
deposition preparation (1.0): defend
deposition of M. Zmijewski (4.7): review and
revise motion to exclude (.7): review and
Page 17
Innkeepers USA
Date Name
10/04/11 Beth Friedman 2.00
10/04/11 Jeffrey M Gould 15.80
Description
revise outline redeposition of D. Fischel
(1.8); telephone conference with expert
consultants re same (2.1).
Review defendant's reply brief and research
issues re same (2.2); telephone conferences
Review and analyze defendants' pretrial brief
(2.5); telephone conference with D. Donovan
and M. McKane re same (1.1); review and
revise proposed redactions to brief (2.0);
draft outline of testimony (4.5); draft trial
demonstratives (2.6).
Compile documents re October 10 trial (1.2);
correspond and telephone conferences with
working group re logistics re same (.8).
preparation (.4); revise motion in limine re
expert witnesses (4.4); review deposition
transcripts and pre-trial briefs re trial
preparation (8.1).
Redact pre-trial brief for public filing and
service (1.2); office and telephone
conferences with working group re same (1.5);
review and analyze defendants' pre-trial
brief (5.5); correspond and office
conferences with working group re same (1.2);
prepare for deposition of S. Freedman (6.4).
Review and analyze defendants' pre-trial
brief (2.2); correspond with working group re
same (.9); analyze issues re intervention
stipulation (.6); telephone conferences with
A. Sathy re same (.4); office conference with
M. Beilinson and M. Murphy re litigation
issues (1.2); correspond with working group
re factual issues re litigation (1.2); office
conference with J. Marines re issues list
from Cerberus brief (.3); review same (.9).
Prepare for deposition of P. Willis (3.0);
attend deposition of P. Willis (1.5); review
and analyze deposition transcripts re trial
preparation (4.4); draft witness outline for
Page 18
Innkeepers USA
Date Name
10/04/11 Bibliographic Research
Hours
5.70
2.30
13.50
11.50
. 30
13.80
11.00
Description
trial (2.5).
proceeding (1.1); attend deposition of
plaintiff expert (4.6).
group re litigation issues.
Office conference with working group re
litigation issues (.5); prepare for and
attend discovery conference (2.8); review
defendants' revisions to confidentiality
designations (1.5); draft outline redirect
examination of N. Cook (2.7); coordinate
exhibits for depositions of S. Pozatek. P.
Willis and D. Fischel (2.0); review and
revise trial exhibit list (4.0).
Review potential exhibits reP. Willis
deposition (1.7): assemble documents re
pre-trial briefs (3.8): office conference
with working group re trial preparations
C .8): review potential trial exhibits (3.4);
update trial exhibit list (1.8).
Library research re litigation issues .
Telephone conferences and correspond with
working group retrial preparation (1.3);
review and analyze legal and factual issues
re same (2.5); review and analyze defendants'
pre-trial brief and related litigation issues
(5.3); office and telephone conferences with
working group re same (2.2); office
conference with the Company re litigation
issues (2.5).
Correspond with trial technology
professionals retrial logistics (.8):
research production issues re key documents
(.8): compile exhibits retrial (1.7); review
and revise exhibit list re same (.8); compile
and analyze pre-trial brief and exhibits
(.4); review and analyze materials re
experts. deponents and compile for attorney
review (.9); research and compile key
discovery documents for attorney review and
Page 19
Innkeepers USA
Name
10/04111 Anup Sathy, P.C.
10/04111 James H M Sprayregen, P.C
10/04111 Deborah L Bibbs
10/05111 Kenneth W Dyche
Hours
14.30
.40
1.40
1.40
2.30
1. 60
1. 00
13.00
11.10
Description
analysis (2.3): draft revisions to production
log ( .8): telephone conferences with A.
Rashid re document production issues (.3):
exhibits for attorney review (1.3): telephone
conference with F. Ibrahim re depositions and
documents re same ( .6): telephone conferences
with N. West redeposition logistics (.3).
Prepare for deposition of S. Pozatek (4.7):
telephone conference with working group re
litigation issues (.5): office conference
with J. Gould re preparation to deposeS.
Freedman (.4): deposeS. Pozatek (7.2):
correspond with working group re same (.3):
telephone conference with D. Donovan re trial
strategy (1 . 2)
Office conferences with the Company re
witness strategies re adversary proceeding.
group re depositions.
Review and analyze legal issues re trial
brief.
Office conferences with working group re
opening briefs and potential responses.
working group re pre-trial brief and related
litigation issues.
Prepare documents for 0. Fischel deposition.
Revise exhibits remotion to exclude (1.3):
draft opening presentation materials,
demonstratives (9.7): prepare demonstratives
re W. Derrough testimony (2.0).
Draft correspondence to opposition counsel re
document production (.5): review and analyze
deposition transcript of S. Pozatek (.8):
prepare arguments for evidentiary hearing
(4.8): office conference with M. McKane and
J. Janow re same (.6): analyze documents and
talking points re same (3.2): analyze
Page 20
Innkeepers USA
Date Name
10/05/11 Priya G Pai 15.70
10/05/11 Mike Jones 4.60
10/05/11 Yogendra R Beharry 6.50
10/05/11 Jared M Stopford 3.00
Description
documents re litigation factual issues (1.2).
Review and revise issues list (.8): confer
with A. Sathy re same (.3); review outline of
litigation issues (1.1): office conference
with working group re same (2.5).
Review and analyze defendants' pre-trial
brief and exhibitsC2.3): review plaintiffs'
pre-trial brief (1.2); review and analyze
Pozatek deposition outline (5.0): revise
Freedman deposition modules (4.1); review and
summarize defendants' document production
C3 .U.
Compile N. Cook and W. Derrough deposition
exhibits (1.9): compile, review and update
plaintiffs' trial exhibits (2.1): compile,
review and update W. Derrough direct
examination materials (4.8): compile, review
and update hearing materials (3.7): review
defendants' production materials per J.
Landis C .8): compile and updateS. Freedman
potential deposition exhibits (1.1): compile
and review P. Willis, M. Zmijewski and S.
Pozatek deposition exhibits (.8); compile and
review key documents (2.8).
Review pleadings and expert report re Fischel
depositionC1.5): attend deposition of D.
Fischel and correspond with working group re
sameC3.1).
Prepare opposition production for attorney
review (7.7): revise and update discovery
database re same (2.5)
Prepare exhibits for attorney review (3.3):
compile and revise materials re same (3.2).
Compile additional exhibits and transcripts
re depositions (1.8): review and review
plaintiff's exhibit (1.2).
Research case law re litigation issues (3.8):
research and summarize case law cited in
defendants' pretrial brief (4.5); research
case law re evidentiary issues (3.3): draft
Page 21
Innkeepers USA
Date Name
10/05/11 Edwin J U
10/05/11 Edwin J U
2.60
2.90
7.10
1.10
10.10
14.80
2.00
12.50
Description
and revise talking points re same (1.9):
review and organize bankruptcy hearing
exhibits re same (1.5): office conference
Compile pleadings retrial ( .5): update
discovery documents (.4): prepare Derrough
cross-examination trial materials (1.7).
Prepare and compile trial exhibits.
Update deposition materials (2.3): update
deposition tracker and deposition exhibit
tracker (4.8).
Review and revise motion to exclude (.5):
revise exhibits in support of same (.1):
telephone conferences with D. Donovan and J.
Brown re litigation issues (.5).
Prepare for and conduct deposition of D.
Fischel (8.3): office and telephone
conferences with working group re same (.3):
prepare summary of same for the Company (.3):
revise supplemental expert exhibits (.3):
telephone conferences with D. Donovan and J.
Brown re same (.3): draft and revise expert
section for opening (.6).
Telephone conference with court re redactions
(1.0): review documents and telephone
conference with opposing counsel re same
(.8): draft and revise opening presentation
and demonstratives (4.8): draft M. Beilinson
direct examination outline (3.2); review
transcript of Fisher deposition and draft
cross examination outline re same (2.5):
analyze outstanding discovery issues and
telephone conferences with opposing counsel
re same (2.5).
Compile. organize materials. information for
trial preparation.
Review defendants' supplemental expert
exhibits (1.3): prepare materials and outline
for deposition of D. Fischel (1.2): attend
deposition of D. Fischel (6.5): prepare
Page 22
Innkeepers USA
Date Name
1. 80
15.70
1. 20
12.30
8.10
5.20
11.60
4.50
.50
Description
materials and outline for J. Corgel
deposition preparation (2.5): prepare
supplemental exhibit to J. Corgel report
(1. 0).
litigation issues.
Revise redactions to brief (1.5): meetings
with D. Donovan re litigation issues (1.7):
prepare witness outlines (6.3): review and
analyze issues re same (2.5): review exhibits
for trial (3.2): confer with J. Landis (.5).
Compile documents retrial preparation (.6):
telephone conferences with vendor re
arrangements for same (.6).
Review and analyze deposition transcripts.
pre-trial briefs and key documents re trial
preparation (6.4); review expert reports re
preparation for expert testimony and cross
examinations (5.9).
Prepare for deposition of S. Freedman (4.5):
redact pre-trial brief for filing and service
J. Landis. P. Bryan and D. Donovan re same
(1. 8).
Correspond with working group re trial
preparations C .9); analyze defendants'
pretrial brief (1.5); office conference
working group re same (1.2); review
correspondence re Fischel deposition (.2);
office conference with the Company re
litigation (1.4).
Revise opening statement presentation (5.2);
prepare W. Derrough witness file for trial
(3.7): review and analyze trial briefs for
opening statement (2.7).
proceeding (.6); attend deposition of D.
Fischel (3. 9).
Correspond with working group re litigation
Page 23
Innkeepers USA
Date Name
10/05/11 Erin C Johnston 15.80
Description
issues.
Review and revise trial exhibits (3.8):
review and revise summary materials re same
(3.5): review factual issues re litigation
(1.7): coordinate exhibits for direct
examination of W. Derrough (.7); review and
analyze defendants' document designated
attorneys' eyes only (1.3): draft outline re
direct examination of N. Cook (3.3): prepare
documents re same (1.5).
Assemble and mark potential trial exhibits
(5.6): review and revise trial exhibit list
(6.6): create exhibit rediscovery
designations (4.1).
trial preparation (3.4): conferences re
evidentiary issues re same (2.4): office and
telephone conferences with working group re
D. Fishel deposition and issues re expert
testimony (1.1): office conferences with
working group re pre-trial brief redaction
C .4): telephone conference with the Company
re litigation issues C .6): analyze issues re
privilege (1.8): office and telephone
conferences with working group. opposing
counsel re same (2.5).
Telephone conferences with A. Rashid re
document production issues (.2): review.
analyze and process documents for production
C .9): research key documents and prepare key
issue materials for attorney review (1.9):
exhibits for attorney review C .6): correspond
with counsel re production specifications
(.6): revise production log (.8): review and
analyze materials re experts and compile for
attorney review (1.1): telephone conference
with F. Ibrahim re key documents and
deposition C .6): telephone conferences with
N. West redeposition logistics (1.4):
research production issues rediscovery
documents (.4): review and revise draft trial
exhibit list C .4): compile trial exhibits
(1.7): compile and analyze pre-trial brief
Page 24
Innkeepers USA
Name
10/05/11 Mark E McKane 14.50
10/05/11 Anup Sathy, P.C. 1. 20
10/05/11 Anup Sathy, P.C. 2.10
10/06/11 Kenneth W Dyche 15.50
10/06/11 Jonathan Zinman 6.80
10/06/11 Priya G Pai 14.60
Description
and exhibits(3.4).
Prepare for depositions of S. Freedman
(3.2): correspond and conferences re
privilege and discovery issues with D.
Donovan. opposing counsel (2.4): correspond
with A. Holbrook re S. Pozatek deposition
issues (.8): analyze evidentiary issues and
prepare arguments re same (5.6): conferences
with D. Donovan retrial opening (1.1):
analyzeS. Pozatek deposition (1.4).
Office conference with working group re brief
responses.
Review and analyze opening briefs re
potential responses.
Draft and revise trial opening demonstratives
(8.9): office conference with J. Landis re
same (1.0): draft and revise demonstratives
retrial testimony (5.6).
Attend Congel deposition and confer with
litigation working group re same.
Review deposition transcript for key
testimony (1.3): office conference with M.
McKane and P. Gupta re depositions (.8):
analyze materials for status conference
(1.2): analyze materials forT. Wagner
deposition (3.0): draft deposition outline
forT. Wagner (3.5).
Correspond with Creditors' Committee re
deposition schedule (.3): correspond with J.
Zinman re same (.1): correspond with working
group rediscovery conference (.1.0): review
and analyze responses to liquidated
litigation issues (1.3): research case law re
same (1.3): research and analyze issues re
Cerberus pre-trial brief (1.6).
Outline depositions modules re Wagner
deposition (1.8): draft materials re same
(4.0): analyze key documents re same (2.6):
revise Wagner deposition modules (3.7):
conference with M. McKane. J. Gould and A.
Page 25
Innkeepers USA
Date Name
10/06/11 Kristen Schuck
15.80
6.30
3.30
5.00
14.80
3.40
.90
1. 70
Description
Holbrook re same (.8); revise motion in
l imine Cl . 7) :
Compile and review hearing materials (2.1);
office conference with J. Landis retrial
logistics (.7); compile. review and analyze
W. Derrough direct examination materials
(2.6): compile and review deposition videos
(.8); compile W. Derrough deposition exhibits
(1.4); compile and review M. Beilinson
deposition exhibits (1.5); compile. review
and update T. Wagner potential deposition
exhibits (2.4); compile and review
plaintiffs' trial exhibits (2.3); review
plaintiffs' trial exhibit list (1.3); compile
and update S. Freedman deposition exhibits
(. 7).
Prepare discovery data for attorney review
(4.7): compile materials re same (1.6).
Revise exhibits re hearing.
Prepare deposition videos for attorney review
(1.1): correspond with T. Langenkamp retrial
schedule (.5); compile materials reD.
Fischel deposition (1.5); prepare exhibits
forT. Wagner deposition (1.9).
Prepare for omnibus hearing at bankruptcy
court (.8); review and compile documents for
key points of argument re same (2.3):
research and draft bench memorandum re
evidentiary issues (4.0): office conference
with working group re same (1.4); revise
draft bench memorandum (2.0); correspond with
working group reletter brief (.6); review
Cerberus's document production (3.4);
correspond with J. Landis re same (.3).
Conduct legal research re adversary
proceeding issues.
Compile document production (.7); compile
adversary proceeding pleadings (.2).
Compile adversary proceeding deposition
trackers.
Page 26
Innkeepers USA
Name
10/06/11 Fariza Ibrahim 7.80
10/06/11 Edwin J U 8.40
10/06/11 Edwin J U 2.90
10/06/11 Jeffrey G Landis 14.30
10/06/11 Gary M Vogt 2.90
Description
Compile trial exhibits and correspond with
working group re same.
Prepare for and conduct conferences with
lodging expert and J. Brown (1.2); telephone
conferences with P. Farrell redirect
examination outline (.2); draft outline for
same (.3); telephone conferences with P.
Farrell and P. Gupta re revisions to brief in
support of motion to exclude (.3); revise
brief (2.4); revise slides for same C1.8);
analyze deposition of J. Corgel (.8); prepare
cross examination outline (1.2); telephone
conferences with D. Donovan and J. Brown re
same C. 2).
Conferences with D. Donovan. M. McKane and
working group re evidentiary issues (.3);
draft outline re same (.2); revise draft
brief (.3); outline trial argument re damages
(.2); correspond with working group re same
(.5); draft and revise trial materials re
opposing experts (.3); analyze exhibits for
same (.1); office and telephone conference
with D. Donovan re same (.4); conferences
with working group re order of witnesses
( . 6) .
Summarize upcoming key litigation dates and
deadlines (.8); draft and revise opening
statement presentation (3.5): office
conference with D. Donovan and P. King re
same (.8); revise J. Fisher cross examination
outline and exhibits (1.6); revise M.
Beilinson direct examination outline and
demonstratives (2.7); review outstanding
discovery issues. including exhibit list and
objections (2.5); office conference with K.
Farnsworth and N. West retrial logistics
(.5); review redactions re pre-trial brief
(1.3); participate in telephone conference
with bankruptcy court rediscovery issues
( . 6) .
Compile materials for N. Cook direct
examination preparations (.8); compile
additional materials. information for trial
Page 27
Innkeepers USA
Name
10/06/11 Kentaro J Ebersole
10/06/11 Robert E Moore
Hours
14.50
14.50
14.30
1. 20
16.40
12.90
3.70
Description
preparations (2.1).
Office conference with J. Corgel re
deposition preparation (2.5): defend
deposition of J. Corgel (6.0): summarize same
(2.0): review transcript of J. Corgel
deposition (.4): office conference recross
examination issues with D. Donovan and E. U
(1.0): telephone conference with consulting
experts re data analyses (.5): review draft
outline of direct examination of M. Zmijewski
(.5): review and revise motion to exclude
(.6): office conference with P. Farrell re
outline for direct examination of J. Corgel
Cl. 0).
litigation issues (3.0): review and revise
outlines for testimony (4.9): office
conference with D. Donovan re same (1.1):
review and revise exhibit list (2.0): prepare
demonstrative exhibits (2.5): office
conference with J. Landis and P. King re same
Cl. 0).
Perform initial courtroom survey (5.0):
prepare trial presentation database for use
in court (5.3); provide on-site technical
support retrial preparation (4.0).
Coordinate trial preparation.
Prepare outlines and examination materials re
testimony of expert witness (9.7): review
case materials and deposition transcripts re
same (6.7).
technology for trial (.5): prepare for
deposition ofT. Wagner (2.4): prepare for
deposition of S. Freedman (3.5): redact
pre-trial brief for filing and service (2.1):
review and analyze defendants' pre-trial
brief and legal argument (3.6): office
conferences with working group re trial
preparation (.8).
Prepare trial exhibits for attorney review
Page 28
Innkeepers USA
Name Hours
Description
(2.3); update materials re litigation case
administration (1.4).
Office conference with working group re W.
Derrough trial preparation (2.1): correspond
with working group retrial strategy (1.4);
correspond with working group re evidentiary
issues (.7); review correspondence from A.
Glickman (.3).
Office conference with D. Donovan and J.
Landis re trial (. 5): revise opening
presentation (7.1): attend conferences re
witness preparation re same (3.0); conduct
factual research for opening statement (2.3);
review and analyze deposition transcripts re
same 0. 7).
Review and revise motion to exclude expert
testimony.
Review and revise materials re direct
examination of N. Cook (1.8): prepare
demonstratives re same (2.0); review and
revise outline re same (1.0); review
documents re factual issues re litigation
0. 5): review and revise trial exhibits
(2.0); review and revise trial exhibit list
(2.5): review declarations of N. Cook and
correspond with P. Bryan re same (1.7).
Assemble and mark potential trial exhibits
(4.9): review letters re changes to
confidentiality designations (3.4): review
and revise trial exhibit list re same (2.6);
review and revise trial exhibit list re
additional exhibits (2.1).
group re evidentiary issues retrial (.7):
review documents and conferences with working
group re trial preparation and legal issues
re same (3.8): office conferences with
working group retrial testimony issues (.7):
office conferences with the Company re
litigation issues (.8): review and analyze
legal issues re post-termination bids (2.8);
review documents. pleadings in preparation
Page 29
Innkeepers USA
Date Name Hours
10/06/11 Mark E McKane 14.70
10/06/11 Anup Sathy, P.C. .80
10/06/11 Anup Sathy, P.C. 1.30
Description
for trial (3.8).
Review. revise and cite check motion in
limine (.7): telephone conferences with A.
Rashid re trial exhibit database and
production issues (.4): review and compile
materials for opening (.4): coordinate
depositions (.8): correspond with counsel re
trial exhibits (.4): review and analyze
materials re experts preparation and compile
for attorney review (1.9): correspond with F.
Ibrahim redeposition database (.6): office
conferences with N. West retrial logistics
C .4): review. research and compile exhibit
for trial (3.6): review and revise
plaintiffs' trial exhibit database (1.1):
compile and analyze exhibits for S. Freedman
deposition (.8): research and compile
defendants' trial exhibits (1.9).
Prepare for and participate in hearing on
post-termination bids (5.6): review and
revise trial opening (1.8): prepare to depose
T. Wagner (5.3): office conference with J.
Janow re letter to court re post-termination
bids (1.2): analyze witness sequencing and
exhibit issues (.8).
Review transcripts re litigation issues.
Review and revise motion to exclude experts.
Review documents. pleadings re adversary
proceeding (.8): correspond with working
group re same (.4).
Review and revise trial opening
demonstratives (5.7): office conference with
P. King re same (1.0): office conferences
with working group retrial (2.2): office
conference with D. Donovan re demonstratives
(1.8): review and revise demonstratives re
trial testimony (2.8).
Office conferences and correspond with
working group re trial preparation.
Analyze materials for deposition ofT. Wagner
Page 30
Innkeepers USA
Date Name
10/07/11 Winn Allen
10/07/11 Jonathan 0 Janow
1. 30
11.80
15.50
13.10
.70
1. 50
1.10
14.20
Description
(1.5): attend deposition ofT. Wagner (4.2):
draft witness outline for S. Pozatek (4.8):
office conference with M. McKane re same
(.4): analyze exhibits re Pozatek examination
Cl. 6).
Review and revise motion limine (.8):
correspond with working group re trial status
( . 5) .
Review Wagner deposition outline and exhibits
(2.8): attend Wagner deposition (4.3): revise
motion in limine 0.3): review admissions
from Pozatek deposition (1.1): outline
Pozatek direct examination (2.3).
Compile court materials are trial (3.1):
compile deposition transcripts (2.6): review
and compile J. Corgel deposition exhibits
(.8): compile. update and reviewS. Freedman
potential deposition exhibits C2.4): compile.
review and analyze defendants' trial exhibits
(3.9): compile and review expert reports
(.7): office conference with T. Langenkamp re
defendants' trial exhibits (.6): review and
cite check motion in limine (1.4).
Prepare discovery production data for
attorney review (6.8): revise tracking
materials re same (2.7): analyze and revise
data provided by opposition (3.6).
Summarize case law re remedies issue.
Prepare materials re expert depositions.
Compile exhibits and transcripts re J. Corgel
deposition.
Review and analyze defendants' exhibit list
(1.9): office conference with J. Landis and
E. Johnston re same (.7): office conference
with P. Gupta re research re privilege issues
(.3): draft bench memorandum re same (1.4):
research case law re admission of privileged
documents (1.3): review documents re fact
witness depositions (4.0): review documents
re key correspondence (2.4): correspond with
Page 31
Innkeepers USA
Date Name Hours
10/07/11 Kristen Schuck 4.10
10/07/11 Edwin J U 9.30
10/07/11 Katelyn Ye 1.00
10/07/11 Gary M Vogt 2.00
Description
working group re same (.7); review and revise
letter brief admissibility of re
post-termination materials (1.5).
Review precedent re adversary proceeding
pleadings (3.2); summarize same (.9).
Prepare exhibits identified on defendants
exhibit list (4.2); review and revise trial
exhibit list and summary materials re same
(1.8).
Compile expert testimony documents (1.7);
compile documents cited in defendants' trial
exhibit list (2.6).
Compile materials re depositions (1.3);
update deposition tracker (1.4); update
production log ( .9); update documents re
litigation case administration (1.6).
Prepare for and conduct witness preparation
session with lodging expert (5.8); telephone
conferences with J. Brown re same (.3);
analyze deposition transcript re cross
examination (1.8); outline same (.6); revise
brief in support of motion to exclude (.7);
Draft and revise opening statement
presentation (3.7); conduct legal research re
same (2.5); review and revise M. Beilinson
and J. Fisher witness outlines (1.3); review
draft exhibit list and office conference with
P. Bryan and E. Johnston re same (2.4);
review and revise proposed redactions of
defendants' pre-trial brief (.6); telephone
conference with opposing counsel re same
( .5); prepare for and attend office
conference with working group to prepare for
M. Beilinson deposition (1.5).
Compile electronic documents for trial
preparation.
Compile information. materials for trial
preparations.
Page 32
Innkeepers USA
Date Name
10/07/11 Thomas Mangne
Hours
9.70
14.70
14.20
10.90
6.70
1.20
1.30
2.60
13.10
2.30
Description
Draft outline for direct examination of J.
Corgel (4.5); office conference with J.
Corgel retrial preparation (5.2).
litigation issues (2.0); review opening
statement (.7); review and revise Cook
deposition outline (4.5); review and revise
Derrough deposition outline (1.9); correspond
with D. Roth re same (1.0); review and revise
exhibit list (1.1); review defendants'
exhibits (1.1); office conference with N.
Cook and K Beckeman re litigation issues
(2.4).
Provide onsite technical support for trial
preparation (4.0); prepare courtroom
equipment for trial use (7.2); update trial
presentation database (3.0).
Prepare trial and examination materials re
testimony of expert witness (9.7); review
case materials and deposition transcripts re
same (1.2).
Draft materials for opening statement (1.5);
review exhibits re same (3.2); prepare for
deposition of S. Freedman (2.0).
Correspond with working group re electronic
trial support.
Review and revise motion to preclude experts.
Participate in witness preparation session
forM. Beilinson (1.8); office conference
with working group retrial strategy (.4);
correspond with A. Sathy and D. Donovan re
same (.4).
Review and revise opening statement (9.8);
conduct factual research re same (1.3);
update witness files for trial (2.0).
Telephone conferences working group re
adversary proceeding status (.8); review and
analyze issues re same (1.5).
Page 33
Innkeepers USA
Name Hours
Description
testimony (2.9); correspond with working
Review and revise plaintiffs' exhibit list
(4.0); correspond with defendants re same
(.8): review and modify plaintiffs' trial
exhibits (3.5): prepare for and attend
telephone conference re preparation of N.
Cook direct examination (2.5): compile
document production and correspond with
defendants re same (1.0): coordinate exhibits
redeposition ofT. Wagner (1.5); review and
revise binder redirect examination of N.
Cook 0.5).
Cite check and revise motion to exclude
(1.1); compile documents re J. Fisher
cross-examination (4.2): assemble and deliver
materials for trial (2.1): compile documents
re defendants' exhibit list (4.4): analyze
exhibit lists (1.2).
trial opening (3.2): correspond with working
group re same (.4): review and analyze
litigation issues retrial preparation (2.5);
office conferences with working group, the
Company re same (1.4): review trial
documents, exhibits (4.4); analyze issues re
trial testimony (1.6).
limine (1.6); telephone conferences with A.
Rashid retrial exhibit database and
production issues (.4); review and compile
materials for opening (2.3); coordinate
depositions (.8); correspond with counsel re
trial exhibits (.4); review and analyze
materials re experts prep and compile for
attorney review (1.9); correspond with F.
Ibrahim redeposition database (.6); office
( .4); review, research and compile exhibit
for trial (3.7); review and revise
plaintiffs' trial exhibit database (1.4);
compile and analyze exhibits for S. Freedman
deposition (.8); research and compile
Page 34
Innkeepers USA
Name
10/07/11 Anup Sathy. P.C.
Hours
14.80
1. 80
11.30
12.70
13.60
15.00
9.60
Description
defendants' trial exhibits (.7).
Prepare for and depose T. Wagner (7.1):
outline key portions of S. Pozatek cross
examination (3.6): draft and revise opening
trial (3.5).
Review and revise motion to exclude experts.
Review and revise trial opening
demonstratives (5.8): revise trial
demonstratives re W. Derrough testimony (.5):
office conference with D. Donovan re trial
opening (1.0): prepare trial exhibits (4.0).
Draft cross-examination of S. Pozatek (6.2):
analyze documents re same (1.5): office
conference with M. McKane re same (.6):
compile and analyze transcript from S.
Feinberg deposition (1.7): compile and
analyze transcript clips from T. Wagner
deposition (1.6): prepare slides for opening
statement (.8): telephone conference with
opposition counsel reS. Freedman deposition
( . 3) .
Outline modules for Pozatek direct
examination (2.2): draft Pozatek direct
examination modules (4.0): review key
document for purposes of direct examination
outline (1.2): revise Pozatek direct
examination modules (4.0): revise exhibits to
motion in limine (.9): revise motion in
l imine (1 . 3) .
Review trial exhibits (3.4): confer with T.
Langenkamp. J. Stopford and E. Olsen retrial
exhibits (1.1): review and cite check opening
statement demonstratives (2.9): review and
update N. Cook and W. Derrough direct
examination binders (2.3): review. compile
and analyze T. Wagner potential deposition
exhibits (.6): review and cite check motion
in limine (2.3): compile and update exhibits
re same ( 2. 4) .
Prepare discovery data for attorney review
Page 35
Innkeepers USA
Date Name
10/08/11 Winn Allen
10/08/11 Elizabeth N Olsen
10/08/11 Edwin J U
10/08/11 Edwin J U
Hours
.20
14.00
13.70
14.00
1.70
3.60
7.70
14.50
Description
(5.4): update discovery and document
production database re same (4.2).
Correspond with working group re evidentiary
issue.
office conferences with working group re same
(2.4).
Review and analyze documents re admission of
defendants' pre- and post-termination
materials (1.9): correspond with working
group re same (.6): research case law re same
(2.8): review Defendants' exhibit list for
objections (2.3): review and analyze exhibit
documents re same (3.3): office conference
with J. Landis and E. Johnston re same (.6):
correspond with N. Chatani re exhibit (.2):
research case law re privilege issue (1.4):
draft bench memorandum re same (.6).
Prepare exhibits identified on defendants
exhibit list (3.5): review and revise trial
exhibit list (5.3): review and compile
exhibits reT. Wagner deposition (5.2).
Compile documents re depositions.
Telephone conferences and correspondence with
working group re brief in support of motion
to exclude (.3): revise same (.4): revise
demonstratives for same and for direct
examinations (2.5): office conferences with
working group re same (.4).
Revise direct examination outline of lodging
expert (3.5): office and telephone
conferences with J. Brown and working group
re same (.5): analyze mock cross outline
(.2): telephone conference with P. Farrell re
same (.2): conference re mock cross with
damages expert (3.3).
Review documents and prepare cross
examination outline re J. Fisher deposition
(2.3): review key documents and prepare
direct examination outline reM. Beilinson
Page 36
Innkeepers USA
Date Name
10/08/11 Gary M Vogt .50
10/08/11 Stephen E Hessler .80
10/08/11 Kentaro J Ebersole 11.00
Description
deposition (3.4): telephone conference with
opposing counsel re outstanding discovery
issues (1.2): office conference with D.
Donovan regarding opening statement and
witness examinations (1.7): review and
analyze defendants' trial exhibit list (3.4):
office conference with E. Johnston and J.
Janow re same (1.0): prepare for trial (1.5).
Review motion in limine (.2): correspond with
working group re exhibit. filing issues re
same ( .3).
Review and revise outline for direct
examination of J. Corge (5.8): draft and
revise presentation slides for direct
examination of J. Corgel (6.3): analyze
issues re mock cross examination for J.
Corgel (1.0): telephone conference with
Navigate consulting re depositions and trial
(.7): review and revise outline for direct
examination of M. Zmijewski (.5).
testimony.
Review and revise witness outlines (6.5):
review and revise opening statement (1.5):
office conference with D. Donovan and M.
McKane (.3): office conference with D.
Donovan re same (1.0): review exhibit
objections and talking points (1.0):analyze
litigation issues retrial 0.5).
Provide onsite technical support for trial
preparation (4.0): support opening
presentation (7.0).
expert witness testimony (8.2): revise motion
to exclude experts and related materials
( 3. 4).
Revise opening statement presentation (6.7):
office conference with D. Donovan re same
(2.3): conduct factual research re same
(3.0): prepare cross-examination outline for
witness (2.7).
Page 37
Innkeepers USA
Date Name
Hours
5.40
3.00
9.70
12.50
15.00
15.10
12.50
Description
testimony (2.8); review and respond to
correspondence with working group re same
(.5); review and analyze bankruptcy issues re
litigation (2.1).
Review and analyze defendants' trial
exhibits.
Prepare exhibits identified on defendants'
exhibit list (2.1); review and compile
defendants' exhibits re potential objections
(3.4); prepare documents retrial
preparations (4.2).
Review and review opening trial statement
(2.8); review demonstratives re same (3.5);
group reopening statement (4.2); prepare for
trial (2.0).
Review. edit and cite check motion in limine
(1.6); telephone conferences with A. Rashid
re trial exhibit database and production
issues (.4); review and compile materials for
opening (2.3); coordinate depositions (.8);
correspond with counsel re trial exhibits
(.4); review and analyze materials re experts
prep and compile for attorney review (1.9);
correspond with F. Ibrahim redeposition
database (.6); office conferences with N.
West retrial logistics (.4); review.
research and compile exhibit for trial (3.7);
review and revise plaintiffs' trial exhibit
database (1.4); compile and analyze exhibits
for S. Freedman deposition (.8); research and
compile defendants' trial exhibits (.7).
Prepare for cross examination of S. Pozatek
(7.6); revise trial opening statement (4.7):
review and analyze issues re admissibility of
pre-termination investment analysis (2.8).
Prepare trial opening demonstratives (5.5):
prepare additional exhibits retrial (4.8):
revise trial demonstratives re witness
testimony (2.2).
Page 38
Innkeepers USA
Name Hours
10/09/11 Jennifer Marines 1. 20
10/09/11 Priya G Pai 8.50
10/09/11 Yogendra R Beharry 6.20
10/09/11 Jared M Stopford 11.70
Description
preparation (.5): office conference with M.
McKane reS. Feinberg cross-examination (.4):
analyze defendants' exhibit list (1.5): draft
summary of key documents from same (.7):
draft cross-examination of S. Pozatek (7.9).
Telephone conference with Creditors'
Committee counsel re status of hearing and
chambers conference C .4): correspond with B.
Lennon and A. Sathy re same (.3): correspond
with J. Zinman rehearing preparation (.5).
Draft Pozatek direct examination modules
(4.0): review and revise same (1.2): review
and revise motion in limine draft (.9):
review defendants' trial exhibits (1.3):
draft summary re defendants' exhibits (1.1).
Review and compile W. Derrough direct
examination materials (1.8): compileS.
Freedman potential deposition exhibits (1.6):
compile. review and analyze plaintiffs' trial
exhibits (2.4); office conference with E.
Olsen and J. Stopford retrial exhibits (.6):
compile deposition transcripts (.6): compile
and update exhibits to motion in limine (.7):
compile and review same (.9): compile. review
and analyze defendants' trial exhibits (2.1):
compile and review data earnings call data
(1.1).
Review and update trial exhibit binders
(2.4): prepare and review exhibits re same
(2.2): analyze exhibits and exhibit list re
trial 0.6).
correspond with working group re same (1.1):
( 2. 5):
Research and review case law cited in
defendants' pretrial brief (.6); correspond
with D. Donovan re same (.2): review
defendants' joint trial exhibit list (1.4):
review defendants' joint trial exhibits
Page 39
Innkeepers USA
Name Hours
10/09/11 Edwin J U .80
10/09/11 Edwin J U 8.70
10/09/11 Gary M Vogt 6.00
Description
(1.7): correspond with J. Landis and E.
Johnston re same (.3); research case law re
evidentiary issues (2.2): draft letter brief
re admissibility of post-termination
materials (3.8); revise same (2.4);
correspond with M. McKane re same (.2).
Review and prepare trial exhibits (4.2);
prepare and compile documents. materials re
trial preparation (2.6): correspond with K.
Farnsworth and T. Langenkamp re same (1.0).
Revise trial demonstratives (.2): telephone
conference and correspond with D. Donovan. M.
McKane and J. Brown re same (.3); revise
materials remotion to exclude (.2):
correspond with P. Farrell re same (.1).
group re expert issues (.5); revise draft
direct examination of J. Corgel (2.8);
conference with J. Corgel redirect
examination and mock cross (5.0); correspond
with D. Donovan re same (.2): office
conference with M. Zmijewski re direct
examination (.2).
Revise J. Fisher cross examination outline
and identify key materials re same (4.3);
office conference with D. Donovan re opening
statement (1.2): review and revise M.
Beilinson direct examination outline (1.4):
office conference with D. Donovan and M.
McKane retrial schedule (.6); prepare forM.
Beilinson deposition (2.6); analyze
evidentiary issues including admission of
trial exhibits (.7): telephone conference
with opposing counsel re same (.5).
Compile. organize documents. pleadings
exhibits trial.
Review and revise outline and slides for
direct examination of J. Corge (2.2); review
and revise outline for direct examination of
M. Zmijewski (3.8); office conference with
working group re Corgel testimony (1.5): meet
with J. Corgel and working group re same
Page 40
Innkeepers USA
Date Name
10/09/11 Robert E Moore
Hours
14.30
13.00
11.30
9.50
3.80
13.10
3.80
13.00
12.80
Description
(4.9).
trial preparations (4.2): review and revise
witness outlines (4.0): office conference
with D. Donovan (1.0): office conference with
B. Derrough and P. King (2.5): office
conference with J. Landis re same (1.0):
telephone conference retrial (.4): telephone
call with M. Murphy and M. Beilinson (.2):
review and revise on revised commitment
letter (1.0).
Provide onsite technical support re trial
preparation (6.0): support opening
presentation (7.0).
expert witness testimony (7.5): meet with
witness re testimony and trial preparation
(3.8).
Prepare for deposition of S. Freedman (6.0):
office conference with D. Donovan. J. Landis
and P. King reopening statement (1.5):
prepare for trial (2.0).
Prepare trial exhibits for attorney review.
Review and revise opening statement (5.1):
plan and prepare for first week witnesses
(4.7): review and analyze pleadings and
transcripts for same (3.3).
Review and analyze defendants' trial exhibits
(1.8): draft proposed order admitting
plaintiffs' trial exhibits (2.0).
Compile documents re J. Fisher re-cross
examination (5.7): prepare T. Wagner
deposition transcript C .6): prepare potential
trial exhibits (2.3): cite check motion to
exclude testimony (2.1): prepare examination
outlines reS. Pozatek (2.3).
Review legal issues re defendants' pre-trial
brief (.5): review exhibits and
demonstratives retrial opening (3.3): review
Page 41
Innkeepers USA
Date Name Hours
10/09/11 Mark E McKane 12.00
10/10/11 Jonathan Zinman .30
10/10/11 Jennifer Marines .60
10/10/11 Priya G Pai 10.90
Description
documents. legal issues re same (5.7): review
and analyze witness outlines retrial (2.8):
telephone conference with opposing counsel.
bankruptcy court (.5).
limine (1.6): telephone conferences with A.
Rashid re trial exhibit database and
production issues (.4): review and compile
materials for opening (2.3): correspond with
working group retrial exhibits (1.2): review
and analyze materials re experts preparations
and compile for attorney review (1.9);
correspond with F. Ibrahim redeposition
database (.6): office conferences with N.
West retrial logistics (.4): review.
research and compile exhibit for trial (3.7):
review and revise trial exhibit database
(1.4).
Prepare for S. Feinberg. S. Pozatek cross
examinations (7.2): analyze evidentiary
issues re exhibits (2.6): analyze potential
settlement issues (2.2).
Review trial opening demonstratives (3.1):
office conference with working group re trial
schedule (1.3): review and revise
demonstratives re witness testimony (3.5):
prepare and compile additional exhibits.
documents retrial (3.6).
Draft. finalize and file notice of trial
adjournment.
analyze documents re same (2.6): office
conference with M. McKane re same (.6): draft
materials re same (.8): office conference
with working group retrial preparation (.6).
Correspond with working group re trial
issues.
Draft and revise additional Pozatek testimony
modules (6.1): draft summary materials re
attorneys eyes only designations for Pozatek
direct examination (2.6): revise Pozatek
Page 42
Innkeepers USA
Name
10/10/11 Mike Jones
10/10/11 Edwin J U
Hours
10.20
1. 60
2.20
.80
12.70
6.20
9.10
Description
direct to replace sensitive numbers with
attorneys eyes only designations (.8); review
final Pozatek direct examination outline
Cl. 4).
Office conference with D. Donovan re
litigation issues (.5); compile. review and
analyze W. Derrough direct examination
materials (1.3); compile analyze and review
courtroom materials (3.3): review and compile
plaintiffs' trial exhibits 0.9): update and
review N. Cook direct examination materials
(1.1): compile and review expert materials
(1.3): compile and review deposition
transcripts (.8).
Conduct legal research re specific
performance (1.3); correspond with T.
Schwartz re same (.3).
Prepare discovery data for attorney review.
Correspond with T. Langenkamp retrial
schedule.
Office conference with working group re case
status and strategy (.2): research case law
re terms of commitment letter (3.7):
correspond with J. Gould re same (.6); office
conference with J. Gould re same (.3); revise
objections to defendants' joint trial exhibit
list (1.8); correspond with J. Landis and E.
Johnston re same (.6): review defendants'
joint trial exhibits (.9): revise brief re
evidentiary and admissibility issues (2.3):
review defendants' objections to plaintiffs'
joint trial exhibit list (1.4): correspond
Compile documents re expert testimony (1.0):
compile case documents (2.4): assist with
trial preparation (2.8).
Analyze supplemental report from E. Talley
(.3): office conference with D. Donovan re
same (.2): correspond working group re same
( .2); conference with lodging expert re
Page 43
Innkeepers USA
Name
Hours
9.50
5.30
11.50
10.00
12.50
1. 70
8.90
3.80
Description
direct examination (2.8); office and
trial demonstratives (1.6); revise same
(1.8); revise direct examination outline
(1.2): coordinate related trial logistics
0. 0).
Review and revise M. Beilinson direct
examination outline and demonstratives re
same (2.8); revise J. Fisher cross
examination outline (1.4); correspond with
working group re outstanding discovery issues
(1.4); review and analyze Willis deposition
transcript (2.2); correspond with working
group re litigation and trial issues (1.7).
Compile. organize documents and other
materials retrial (5.0); finalize. file
notice of adjournment of trial to 10/11 (.2):
coordinate service of same with Omni (.1).
Review and revise outline and slides for
direct examination of J. Corgel (2.3); office
conference with J. Corgel re testimony (2.7);
office conference with working group re N.
Cook testimony (1.5); review and analyze
Defendants' supplemental expert exhibit
(1.8): conferences with consulting experts
and working group re same (3.2).
Prepare for trial (5.6); review and advise re
commitment letter (2.0); office conference
with D. Donovan and M. McKane re litigation
issues (2.4).
Provide in courtroom trial support (9.0);
provide onsite technical support re trial
preparation (3.5).
Coordinate trial preparation.
Office conference with witness re preparation
for trial (3.2): review deposition
transcripts. expert reports and case
materials re same (5.7).
status and strategy (.5); legal research re
Page 44
Innkeepers USA
Date Name
10.20
5.50
10.50
13.40
15.00
12.80
1. 70
Description
terms of commitment letter (3.3).
Prepare for trial (7.5): update witness files
re same C 2. 7) .
status (.2): compile uncontested plaintiff
exhibits (.5): prepare for and attend
conference with N. Cook re preparation for
direct examination (2.5): prepare
demonstratives for direct examination of N.
Cook C 2. 3).
Prepare and assemble plaintiffs' uncontested
trial exhibits (5.6): compile documents for
expert review (.2): prepare and assemble
potential exhibits reS. Pozatek
cross-examination (2.4): compile documents re
J. Fisher examination (2.3).
Prepare for trial (6.5): office conferences
with working group re same (2.2): review
documents. correspondence re settlement
issues (2.8): correspond and telephone
conferences with working group re same (1.9).
Coordinate trial logistics (3.4): review.
edit and cite check motion in limine (1.6):
telephone conferences with A. Rashid re trial
exhibit database and production issues C .4):
review and compile materials for opening
(2.3): correspond with working group re
trial exhibits (1.2): review and analyze
attorney review (1.9): correspond with F.
Ibrahim redeposition tracker (.6): office
conferences with N. West re trial logistics
(.4); review. research and compile exhibit
for trial 0.8): review and revise trial
exhibit database (1.4).
Prepare for cross examinations (5.7): review
and revise letter to court re evidentiary
issues 0.7): prepare for trial (5.4).
litigation issues.
Page 45
Innkeepers USA
Date Name
10/11/11 Mike Jones
10/11/11 Edwin J U
9.00
3.20
3.10
9.80
1. 90
5.00
5.80
7.40
4.80
Description
Assist with preparing trial exhibits and
ancillary documents for potential exposition
during trial.
review and revise letter brief re
admissibility of internal analyses (1.5):
office conference with J. Janow and P. Gupta
re same ( .4).
Revise letter brief re post-termination
analyses.
Compile and review defendants' trial
exhibits (1.1): review and compile opening
statement demonstratives (.9): compile and
review W. Derrough direct examination
materials (1.2): compile and review trial
materials (4.9): compile and review expert
reports (1.1): confer with T. Langenkamp and
K. Farnsworth re case status (.6).
Office conferences with working group.
Review documents re trial exhibits,
demonstratives (3.8): office and telephone
Review brief re evidence and admissibility
issues (.8): correspond with opposing counsel
re correspondence (.3): office conference
with working group re brief re admissibility
of key documents (.6): draft, revise and edit
brief re admissibility of key documents
(3.9): office conference with working group
re case status (.2)
Compile trial exhibit materials (1.1): revise
documents re litigation case management
(2.4): compile materials retrial preparation
(3.9).
Prepare for and conduct conferences with
lodging expert re final preparation of direct
testimony (2.4): revise direct examination
outline (.2): office conferences with working
group retrial and settlement (2.2).
Page 46
Innkeepers USA
Name
Hours
9.00
3.80
3.50
8.50
11.00
7.90
6.30
2.80
6.30
9.80
Description
Prepare for and attend hearing (2.3); review
revised commitment letter re litigation
issues (2.5); office conferences with working
group re same (1.4); review revised trial
exhibits and serve objections and responses
to defendants' joint trial exhibit list
(1.6); review and revise J. Fisher cross
examination outline (.8); office conference
with D. Donovan and M. McKane re trial
schedule ( .4).
Compile, organize materials for trial (1.5);
assist attorneys at trial (2.0); finalize,
file notice of adjournment of trial to
October 12 C .2); coordinate service of same
with-Omni (.1).
Office conference with J. Corgel rehearing
testimony (2.0); office conferences with
working group re case status (1.5).
trial preparations and attend trial (6.5);
review and advise recommitment letter and
settlement issues (2.0).
Provide in courtroom trial support (9.0);
provide onsite technical support re trial
preparation (2.0).
Prepare for and provide support for trial and
witness testimony (4.2); review witness
outlines and direct examination materials re
preparation for witness testimony (3.7).
trial preparation (3.6); review materials re
same (2. 7).
Prepare revised proposed order admitting
uncontested trial exhibits.
Compile documents exhibits retrial and
preparation.
Prepare for trial (6.8); office conferences
with working group re same (1.5); correspond
and telephone conferences with working group
Page 47
Innkeepers USA
Date Name
10/11/11 Mark E McKane 9.20
10/12/11 Mike Jones 3.90
10/12/11 Jonathan D Janow .70
10/12/11 Edwin J U .70
Description
resettlement issues (1.5).
Coordinate trial logistics (3.4): review.
edit and cite check motion in limine (1.6):
telephone conferences with A. Rashid re trial
exhibit database and production issues (.4):
review and compile materials for opening
(2.3): correspond with working group re
trial exhibits 0.2): review and analyze
attorney review (1.3): correspond with F.
Ibrahim redeposition tracker (.6): office
( .4): review. research and compile exhibits
for trial (.4); review and revise trial
exhibit database (.4).
Review and revise draft letter brief re
evidentiary issues (2.4): prepare for and
attend hearing (2.3): analyze settlement
issues (2.7): prepare for trial 0.8).
Compile and review trial materials (3.4):
compile attorney materials (1.3): office
conference with T. Langenkamp and K.
Farnsworth re case status C .4): compile and
review updated defendants' trial exhibits
( . 6) .
Draft motion to extend exclusivity (3.1):
office conference with T. Schwartz re same
C .2): review and revise same C .6).
Prepare data for attorney review.
Correspond with working group re case status
(.3): review Defendants' joint trial exhibit
list and newly added exhibits (.4).
Compile pleadings retrial (1.4); update
additional trial materials (1.2): office
conference with T. Langenkamp and N. West re
trial issues (4.9).
Conferences with M. McKane and D. Donovan re
settlement status (.3): telephone conferences
with working group re same (.2): correspond
with V. Higareda re outlines and
Page 48
Innkeepers USA
Date Name
10/12/11 Katelyn Ye
10112111 Judson D Brown
10112/11 Patrick M Bryan
10112/11 Kentaro J Ebersole
10112/11 Peter A Farrell
10112111 Thomas Mangne
10112/11 K Kelly Farnsworth
10112111 Daniel T Donovan
10/13/11 Edwin J U
10/14/11 Mike Jones
3.00
. 50
3.20
1. 00
5.00
2.80
2.70
.50
4.40
4.90
6.00
3.50
.10
.20
3.50
1. 50
Description
demonstratives (.2).
Review exhibits identified by opposing
counsel (1.4): prepare for and attend trial
Cl. 6) 0
Update electronic trial materials .
Assist attorneys retrial (1.5): coordinate
return of trial materials from court (1.3);
finalize. file notice of adjournment of trial
to October 20 (.3); coordinate service of
same with Omni (.1).
Correspond with working group re trial.
Prepare for and review materials re trial.
Break down courtroom equipment.
Prepare case materials and files re potential
resumption of trial.
Correspond with working group re electronic
trial support.
Prepare documents re trial.
Prepare for trial (2.8): correspond and
settlement (2.1).
Coordinate trial logistics.
Compile and review trial materials.
Analyze correspondence from experts re
status.
Telephone conference with B. Lennon re
litigation issues re settlement.
Compile documents. videos re adjournment of
trial .
Review and revise motion to extend
exclusivity.
Page 49
Innkeepers USA
Date Name
10114/11 Daniel T Donovan
10117/11 Brian S Lennon
10/18/11 Edwin J U
10119/11 Edwin J U
10119111 Gary M Vogt
10/20/11 Mike Jones
Hours
.50
.20
.50
.20
.20
.50
.20
.20
3.20
1. 50
.10
1. 50
2.00
.50
Description
Telephone conference with working group re
litigation strategy issues.
Correspond with T. Schwartz re exclusivity.
hearing.
Correspond with working group re expert
analysis.
hearing.
Office conference with working group re open
litigation issues.
Review order adjourning hearing and motion
for amended commitment letter.
File notice of adjournment of trial to
October 21 (.1); coordinate service of same
with Omni ( . 1) .
Office conference with D. Donovan and J.
Landis resettlement (.3); review motion to
authorize commitment letter and accompanying
papers (2. 9).
Review and revise exclusivity motion.
Assemble. organize. and update pleadings for
attorney review.
Review and revise motion to extend
exclusivity (1.3); research re same (.2).
Coordinate storage of hearing exhibits ( .6);
compile and process vendor invoices re
hearing preparations (1.4).
Telephone conference with the Company re case
status.
2.891.80 TOTAL HOURS
Page 50
Innkeepers USA
DISBURSEMENTS SUMMARY
Third Party Telephone Charges
Standard Copies or Prints
Binding
Color Copies or Prints
Scanned Images
CD-ROM Duplicates/Master
Production Blowbacks
DVD Duplicates/Master
Postage
Overnight Delivery
Outside Messenger Services
Local Transportation
Transportation to/from airport
Travel Meals
Other Travel Expenses
Court Reporter Fee/Deposition
Trial Office Expenses
Outside Computer Services
Outside Video Services
Outside Copy/Binding Services
Working Meals/K&E Only
Catering Expenses
Information Broker Doc/Svcs
Library Document Retrieval
Computer Database Research
Overtime Transportation
Overtime Meals
Overtime Meals - Attorney
Secretarial Overtime
Rental Expenses
Miscellaneous Office Expenses
Total
Page 51
90.51
27.309.30
136.50
4.816.50
195.15
91.00
2.790.50
180.00
.88
4.714.81
115.85
123.64
143.00
48.68
12.50
34.715.56
4.555.57
924.02
13.977.50
76.747.83
87.49
3.220.00
262.62
125.00
779.24
446.81
272.00
200.95
5.727.18
560.71
122.40
$ 183.493. 70
Innkeepers USA
DISBURSEMENT DETAIL
Description Amount
9116/11 Overtime Transportation. DESOTO CAB COOPERATIVE 11.45
INC. Overtime Transportation. Dmitriy Tishyevich.
09116/2011
9/22/11 GLOBALINK WORLDWIDE EXPRESS LTD - Overnight 396.70
Delivery
9/26/11 FLIK INTERNATIONAL CORP. Catering Expenses. 200.00
Client Meeting ClO people). Donovan. Daniel T.
9/26/2011
Client Meeting (5 people). Donovan. Daniel T.
9/27/2011
9/27 Ill FLIK INTERNATIONAL CORP. Catering Expenses. 200.00
9/27/2011
Client Meeting ClO people). Donovan. Daniel T.
9/27/2011
Client Meeting ClO people). Lennon. Brian S.
9/27/2011
Client Meeting (10 people). Lennon. Brian S.
9/27/2011
9/28111 FLIK INTERNATIONAL CORP. Catering Expenses. 200.00
9/28/2011
9/28/2011
9/28/2011
9/29/2011
9/29/2011
9/29/2011
9/30/11 GX GREEN EXPRESS INC - Outside Messenger 32.96
Services. N West. 2-9/27
Page 52
Innkeepers USA
9/30/11
9/30/11
9/30111
9/30111
9/30111
9/30/11
9/30/11
9/30111
10/01111
10/01111
10/01111
10/01/11
10/01111
10/02/11
10/02111
10/02111
10/02111
10/02/11
10/03/11
10/03/11
10/03111
10/03/11
10/03111
10/03/11
10/03111
10/03111
10/03111
Description
9/30/2011
FLIK INTERNATIONAL CORP. Catering Expenses.
9/30/2011
FLIK INTERNATIONAL CORP, Catering Expenses.
9/30/2011
Client Meeting (16 people) Donovan. Daniel T.
9/30/2011
9/30/2011
9/30/2011
9/30/2011
9/30/2011
WEST - Information Broker Doc/Svcs. CourtExpress
document retrieval for September 2011
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Elizabeth
N Olsen. Overtime Meals
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Sandra
Lee. Overtime Meals
Secretarial Overtime. Vanessa L Higareda
Secretarial Overtime. Sandra Lee
Overtime Meals. Robert E Moore
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Yogendra
R Beharry, Overtime Meals
Secretarial Overtime. Sandra R Fiore
Secretarial Overtime. Rodney Vega
Page 53
Amount
80.00
400.00
320.00
200.00
54.00
160.00
24.00
262.62
20.00
20.00
20.00
97.00
608.97
12.00
20.00
48.50
597.48
574.50
229.50
69.15
1. 50
5.10
689.70
.90
4.80
14.55
11.10
Innkeepers USA
Description Amount
10/03111 Standard Prints 10.50
10/03111 Standard Prints .15
10/03/11 Standard Prints 55.65
10/03111 Standard Prints 1.004.10
10/03/11 Standard Prints 1. 50
10/03/11 Standard Prints .15
Page 54
Innkeepers USA
Description Amount
10/03111 Standard Prints 1.408.05
10/03111 Standard Prints 1,074.00
10/03/11 Standard Prints 2.243.25
10/03/11 Standard Prints
236.40
.45
10/03111 Standard Prints
13.50
10.50
15.45
Page 55
Innkeepers USA
Description Amount
10/03/11 Binding 1.40
10/03/11 Binding 3.50
10/03/11 Binding 2.80
10/03/11 Binding 2.80
10/03/11 Binding 2.10
10/03/11 Binding .70
10/03/11 Binding 16.80
10/03/11 Color Copies or Prints 69.00
10/03/11 Color Copies or Prints 248.00
10/03/11 Color Prints 188.00
10/03/11 Color Prints 1. 00
10/03/11 Color Prints 42.00
10/03/11 Color Prints 105.00
10/03111 Color Prints 404.00
10/03111 Color Prints 4.50
10/03111 Color Prints .50
10/03/11 Color Prints .50
10/03111 Color Prints
4.00
10/03/11 Color Prints .50
10/03111 Scanned Images .30
10/03/11 Scanned Images .30
10/03111 Scanned Images 1. 20
10/03/11 Document Production Services 156.80
10/03111 Document Production Services 61.40
10/03/11 Document Production Services 77.60
Page 56
Innkeepers USA
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03111
10/03/11
10/03/11
10/03111
10/03/11
10/03111
10/03111
10/03111
10/03/11
10/03/11
10/03/11
10/03111
10/03111
10/03/11
10/03111
10/03/11
10/03111
10/03/11
10/03/11
10/03111
10/03111
10/03111
10/03111
10/03/11
10/03/11
10/03/11
10/04/11
10/04/11
10/04/11
10/04111
10/04/11
10/04111
10/04111
10/04/11
10/04/11
10/04111
Description
Document Production Services
Postage
Postage
Overnight Delivery, Fed Exp
Overnight Delivery. Fed Exp
Patrick King, Travel Meals. (Trial)
LEXISNEXIS. Computer Database Research. CourtLink
Usage for 10/2011. John Fitzgerald
Usage for 10/2011
Usage for 10/2011
Usage for 10/2011
Usage for 10/2011
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Ursula K
Sunder. Overtime Meals
Secretarial Overtime. Ursula K Sunder
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 57
Amount
68.40
68.10
56.40
110.30
110.30
.44
.44
9.06
10.20
10.04
10.04
9.11
10.04
10.04
36.95
36.95
179.71
48.68
25.00
25.00
25.00
25.00
25.00
143.96
10.53
374.85
166.60
83.30
20.00
298.74
241.29
6.00
32.40
75.60
2.70
89.70
80.40
.30
.15
366.75
540.00
Innkeepers USA
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
Description
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Binding
Binding
Binding
Color Prints
Color Prints
Color Prints
Color Prints
Color Prints
Color Prints
Color Prints
Scanned Images
Scanned Images
VITAL TRANSPORTATION INC. Passenger: SATHY.ANUP.
Transportation to/from airport. Date: 9/27/2011
Page 58
Amount
1. 20
14.70
57.00
1.35
79.95
106.20
21.90
100.95
5.40
2.10
32.70
2.25
138.90
12.60
.60
6.00
1.199. 25
15.00
145.05
.15
23.55
6.00
3.00
6.75
258.60
1. 80
11.40
2.80
2.80
2.10
40.00
80.00
155.00
45.00
42.00
216.00
10.00
5.50
1. 05
.30
650.00
263.20
73.60
207.30
232.40
63.25
Innkeepers USA
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/05111
10/05/11
10/05/11
10/05/11
10/05111
10/05/11
10/05111
10/05/11
10/05111
10/05111
10/05111
10/05/11
10/05/11
10/05/11
10/05/11
10/05111
10/05111
10/05/11
10/05/11
10/05111
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05111
10/05/11
10/05111
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
Description
Will Guerrieri. Taxi. (Overtime Transportation)
Will Guerrieri. Working Meal/K&E Only. (Overtime
Meal-Attorney)
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Marny P
Hearn. Overtime Meals
Secretarial Overtime. Maria Perez
INTERCALL INC - Third Party Telephone Charges
-09119111
-09/27 Ill
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 59
Amount
14.00
8.05
20.00
160.86
8.89
4.45
2.30
29.70
29.55
1. 65
54.00
.75
10.80
307.95
22.50
22.35
10.05
.15
.15
3.60
56.10
4.65
75.30
30.90
46.65
44.55
4.35
31.95
1. 20
3.15
16.65
369.00
238.80
5.40
6.00
9.30
88.95
16.65
.45
17.10
13.65
37.20
.30
Innkeepers USA
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
10/06/11
Description
Standard Prints
Binding
Color Prints
Color Prints
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
VITAL TRANSPORTATION INC. Local Transportation.
Date: 9/27/2011
VITAL TRANSPORTATION INC. Overtime
Transportation. Date: 9/29/2011
Overtime Meals. Fariza Ibrahim
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Yogendra
R Beharry. Overtime Meals
Secretarial Overtime. Rodney Vega
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 60
Amount
19.20
.70
5.00
70.00
10.00
10.00
11.10
26.25
.30
11.10
.30
43.02
39.92
33.87
60.59
52.83
54.77
12.00
20.00
172.35
298.74
158.85
12.00
25.95
.15
755.85
29.10
.60
.15
.15
.60
10.35
1. 80
3.60
10.50
54.30
13.20
53.25
.60
7.80
Innkeepers USA
10/06/11
10/06111
10/06/11
10/06/11
10/06111
10/06/11
10/06111
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06/11
10/06/11
10/06111
10/06/11
10/06111
10/06111
10/06111
10/06/11
10/06111
10/06111
10/06/11
10/06/11
10/06111
10/06111
10/06111
10/07/11
10/07/11
10/07/11
10/07/11
10/07111
10/07111
10/07111
10/07/11
10/07/11
10/07111
10/07/11
10/07111
10/08/11
10/08111
Description
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Robert Moore. Parking, (Trial Preparation)
Adam Holbrook. Internet. (Trial Preparation)
Overnight Delivery, Fed Exp to:Nathan Cook (Hotel
Guest).SUNNYVALE.CA from:ERIN JOHNSTON
Kent a ro Ebersole. Taxi . CTri a l )
Kentaro Ebersole. Taxi. CTrial)
Kentaro Ebersole. Taxi. (Trial)
RED TOP CAB COMPANY. Overtime Transportation.
10/7/2011. MOHAMMAD
Overtime Meals. Muhammad A Rashid
Overtime Meals. Fariza Ibrahim
Secretarial Overtime. Michael E Hamilton
Secretarial Overtime. Sean A Clouden
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Michael E
Hamilton. Overtime Meals
Page 61
Amount
113.10
696.15
58.35
3.30
17.55
80.55
109.65
74.10
5.25
2.55
23.40
44.40
11.10
. 75
1. 35
8.40
11.10
11.10
11.10
2.25
.90
.75
87.13
12.50
12.00
20.00
149.37
27.90
107.57
15.12
20.50
10.40
31.05
12.00
12.00
14.36
172.35
140.32
35.08
20.00
20.00
Innkeepers USA
10/08/11
10/08111
10/08/11
10/08/11
10/09/11
10/09/11
10/09111
10/09/11
10/09/11
10/09/11
10/09/11
10/09/11
10/09/11
10/09111
10/09111
10/09/11
10/09/11
10110/11
10/10/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10/10/11
10110111
10110/11
10110111
10110111
10110/11
10110/11
10110/11
10110/11
10110111
Description
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Jared M
Stopford. Overtime Meals
Secretarial Overtime. John Walker
CROWN CARS & LIMOUSINES. Transportation to/from
airport. 10/09/2011. JARED JONES. 2431 W
GUNNISON CHICAGO IL
Elizabeth Olsen. Taxi. (Overtime Transportation)
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Carol
Walmsley. Overtime Meals
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Sandra R
Fiore. Overtime Meals. 10/9/2011
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Jared M
Stopford. Overtime Meals
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Jonathan
Zinman. Overtime Meals
N Olsen. Overtime Meals - Attorney. 10/9/2011
Secretarial Overtime. Melissa Perez
Secretarial Overtime. Carol Walmsley
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 62
Amount
20.00
20.00
390.66
16.46
79.75
30.00
20.00
20.00
12.00
20.00
18.54
20.00
20.00
264.27
11.49
402.15
148.14
603.00
75.00
403.35
10.50
.45
9.00
27.90
.90
403.95
192.15
561.00
.45
.45
17.10
380.55
1. 064.25
137.85
423.30
71.70
18.15
Innkeepers USA
Description Amount
10110111 Standard Prints 3.00
10110/11 Standard Prints 1. 05
11.40
17.55
10.80
69.75
10110111 Standard Prints 1. 50
10110111 Standard Prints
.45
10110111 Standard Prints
1. 80
.15
1. 20
Page 63
Innkeepers USA
Description Amount
16.65
10110111 Binding 70.00
10110/11 Binding 21.00
10110/11 Binding 7.00
10110/11 Color Copies or Prints 21.00
10110111 Color Copies or Prints
132.00
10110/11 Color Copies or Prints 1.818.00
10110/11 Color Prints 396.00
10110111 Color Prints 3.50
10110111 Color Prints
4.00
10110/11 Color Prints 119.50
10110/11 Color Prints
13.50
10110111 Color Prints 37.50
10110/11 Scanned Images . 75
10110111 Scanned Images .60
Page 64
Innkeepers USA
10110/11
10110/11
10110111
10110111
10110/11
10110111
10110/11
10110111
10110/11
10110/11
10110/11
10110/11
10110111
10110/11
10110/11
10110/11
10110/11
10110111
10110/11
10110/11
10110111
10110/11
10110111
10110/11
10110111
10110111
10110/11
10111/11
10111111
10111/11
10/11/11
10/11/11
10111111
10/11111
10/11/11
10111111
10112111
10112111
10112/11
10112/11
10112/11
10112/11
10/12111
10112111
Description
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
DVD Duplicates/Master
Jennifer Marines. Taxi. (Overtime Transportation)
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Sean A
Clouden. Overtime Meals. 10/10/2011
Secretarial Overtime. Sean A Clouden
INTERCALL INC -Third Party Telephone Charges
-09/27/11
-09110/11
Adam Holbrook. Taxi. (Trial Preparation)
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 65
Amount
.60
.60
.45
2.10
.30
.30
.15
11.70
1. 50
1. 80
.15
.15
2.10
5.70
237.60
314.00
103.10
100.00
24.18
36.80
36.80
32.47
6.00
20.00
278.87
45.96
70.16
2.00
.63
16.42
18.41
16.60
5.70
6.80
206.12
45.96
234.00
16.20
248.40
1. 50
21.15
.45
20.10
24.30
Innkeepers USA
Description Amount
10112111 Color Prints .50
10112111 Color Prints .50
10/12111 CD-ROM Duplicates/Master 70.00
Page 66
Innkeepers USA
Description Amount
10112/11 CD-ROM Duplicates/Master 21.00
10112/11 DVD Duplicates/Master 80.00
10112/11 Overnight Delivery, Fed Exp 18.29
10112/11 Overnight Delivery. Fed Exp 32.19
10112111 Overnight Delivery, Fed Exp 67.41
10112111 Overnight Delivery. Fed Exp 12.66
10112111 Overnight Delivery, Fed Exp 18.92
Page 67
Innkeepers USA
10112111
10112111
10112111
10/13/11
10113111
10114/11
10114/11
10114/11
10114111
10114111
10114/11
10114/11
10114111
10/14111
10/14111
10114111
10114111
10114111
10114/11
10114/11
10114/11
10114111
10114/11
10114111
10114111
10117 Ill
10117 Ill
10117 Ill
10117111
10117111
10117/11
10117111
10/17/11
10117/11
10118/11
10119/11
10119111
10119111
10119111
10119111
Description
Kristen Schuck. Taxi. (Overtime Transportation)
COW DIRECT LLC. Miscellaneous Office Expenses
COSMIC COURIER LLC - Outside Messenger Services
-09/27 Ill
AQUIPT INC - Rental Expenses. Rental Equipment
10/7/11-10/12/11
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Color Prints
Scanned Images
CUSTODIAN PETTY CASH - Local Transportation T.
MCALLISTER 9/28/2011 LIBRARY OF CONGRESS
GLOBALINK WORLDWIDE EXPRESS LTD - Overnight
Delivery
-09/28111
-09/06/11-09/13/11
INTERCALL INC -Third Party Telephone Charges
-09/06/11-09/26/11
Standard Prints
Page 68
Amount
7.30
242.50
122.40
17.99
560.71
7.20
4.20
.60
4. 05
.75
.30
16.05
.15
.15
.15
31.20
.30
50.00
1. 20
.45
1. 50
2.85
1.35
2.40
4.80
6.15
1. 95
3.30
.90
.15
4.05
8.00
4.35
18.00
2.215.51
2.26
32.66
18.31
8.10
1. 35
Innkeepers USA
Description Amount
10/19/11 Scanned Images 1. 20
10119/11 Scanned Images 1.35
10119/11 RESPONSIVE DATA SOLUTIONS LLC - Outside Computer 846.39
Services-09/30/11
10119/11 DRIVEN INC - Outside Copy/Binding Services 5' 031.24
09/30/11
10119/11 DRIVEN INC - Outside Copy/Binding Services 223.37
-09/30/11
10119111 DRIVEN INC - Outside Copy/Binding Services 2,006.97
-09/30/11
10119/11 DRIVEN INC - Outside Copy/Binding Services 1,154.85
-09/30111
-09/30/11
-09/30111
10119111 DRIVEN INC - Outside Copy/Binding Services 883.94
-09/30111
-09/03/11
10119111 DRIVEN INC - Outside Copy/Binding Services 918.90
-09/30/11
-09/30/11
10119/11 DRIVEN INC - Outside Copy/Binding Services 2' 113.11
-09/30/11
-09/30111
-09/30/11
-09/27 Ill
-09/29/11
-09/30111
10119/11 TOP NOTCH LIMOUSINE INC - Overtime 92.53
Transportation, M Dash, 10/4
Page 69
Innkeepers USA
10/20111
10/20/11
10/20/11
10/20/11
10/21/11
10/21/11
10/21/11
10/21/11
10/21/11
10/21/11
10/21111
10/21/11
10/21/11
10/21/11
10/21/11
10/21111
10/21/11
10/21/11
10/21111
10/21/11
Description
Standard Prints
Standard Prints
Scanned Images
COSMIC COURIER LLC - Outside Messenger Services
-10/03111
Standard Prints
Standard Prints
Scanned Images
QUICK INTERNATIONAL COURIER INC - Overnight
Delivery-09/24/11 SHIPMENT OF DOCUMENTS TO NY
OFFICE.
LEGALINK INC - Court Reporter Fee/Deposition
-09/27/11 CANCELLATION OF DEPOSITION OF VIKRAM
PATEL.
-10/10/11 CANECELLATION FEE OF FREEDMAN
DEPOSITION.
-10/05/11 ORIGINAL AND 1 DAILY OF DEPOSITION OF
DEANIEL FISCHEL AND EXHIBITS.
-10/07/11 ORIGINAL AND 1 DAILY OF DEPOSITION OF
THOMAS E. WAGNER & EXHIBITS.
-10/05/11 CANCELLATION OF STUART FREEDMAN
DEPOSITION.
-10/02/11 ORIGINAL AND 1 DAILY DEPOSITION OF
ROBERT MANZO & EXHIBITS.
-10/01/11 ORGIGINAL AND 1 DAILY DEPOSITION OF
ERIC L. TALLEY & EXHIBITS.
STEPHEN POZATEK & EXHIBITS.
-09/30/11 ORIGINAL AND 1 IMMEDIATE DEPOSITION OF
STEPHEN FEINBERG 30(B)(6) & EXHIBITS.
-10/09/11 CANCELLATION FEE FOR STUART FREEDMAN
DEPOSITION.
THOMAS WAGNER 30(B)(6).
PETER M. WILLIS & EXHIBITS.
Page 70
Amount
12.90
.75
12.90
64.90
1. 20
2.85
9.60
342.50
250.00
250.00
962.16
891.88
250.00
1.804.01
1.358.66
1. 456.44
1. 932.80
250.00
2.605.20
494.70
Innkeepers USA
10/21/11
10/21/11
10/21/11
10/21/11
10/21/11
10/21/11
10/21111
10/21111
10/21111
10/21111
10/21/11
10/21/11
10/21111
10/21/11
10/21/11
10/21111
Description
JEFFREY H. FISHER 30(B)(6).
-10/06/11 CANCELLATION FEE FOR DEPOSITION OF
STUART FREEDMAN.
JANE ROSE REPORTING INC - Court Reporter
Fee/Deposition-10/06/11 DEPOSITION OF JOHN CORGEL
& EXHIBITS.
Fee/Deposition-10/03/11 DEPOSITION OF WILLIAM
DERROUGH, VOL. 2 & EXHIBITS.
Fee/Deposition-09/27/11 DEPOSITION OF NATHAN COOK
& EXHIBITS.
Fee/Deposition-10/04/11 DEPOSITIONN OF DR. MARK
ZMIJEWSKI & EXHIBITS.
Fee/Deposition-09/28/11 DEPOSITION OF WILLIAM
DERROUGH & EXHIBITS.
Fee/Deposition-09/30/11 DEPOSITION OF MARK
BEILINSON & EXHIBITS.
LEGALINK INC - Outside Video Services -10/07/11
VIDEOTAPING SERVICES FOR THE DEPOSITION OF THOMAS
E. WAGNER 30(B)(6).
SET UP AND FIRST HOUR FOR VIDEO DEPOSITION OF
STUART FREEDMAN.
VIDEOTAPING SERVICES FOR THE DEPOSITION OF DANIEL
FISCHEL.
VIDEO SETUP AND FIRST HOUR FOR VIKRAM PATEL
DEPOSITION.
VIDEOTAPING SERVICES FOR THE DEPOSITION OF THOMAS
E. WAGNER 30(B)(6).
VIDEOTAPING SERVICES FOR THE DEPOSITION OF ERIC
L. TALLEY.
VIDEOTAPING SERVICES FOR THE DEPOSITION OF
STEPHEN POZATEK.
VIDEOTAPING SERVICES FOR THE DEPOSITION OF PETER
Page 71
Amount
2.076.96
250.00
3' 377.80
2.524.87
2,208.25
2.940.76
3,849.39
4,981.68
807.50
385.00
1,310.00
235.00
2.497. 50
1, 382.50
1, 900. 00
535.00
Innkeepers USA
10/21/11
10/21111
10/21/11
10/21/11
10/21/11
10/21111
10/21111
10/21/11
10/21/11
10/21111
10/21/11
10/21111
10/21/11
10/21111
10/21111
10/21/11
10/21/11
10/21/11
10/21/11
10/21/11
10/21/11
Description
M. WILLIS.
VIDEOTAPING SERVICES FOR THE DEPOSITION OF ROBERT
MANZO.
VIDEOTAPING SERVICES FOR THE DEPOSITION OF
STEPHEN FEINBERG 30(B)(6).
JEFFREY H. FISHER DEPOSITION 30CB)(6).
CANCELLATION FEE FOR VIDEOTAPING SERVICES FOR THE
DEPOSITION OF STUART FREEDMAN.
CANCELLATION FEE FOR VIDEOTAPING SERVICES FOR THE
DEPOSITION OF STUART FREEDMAN.
DRIVEN INC - Outside Copy/Binding Services
-10/19111
-10/19111
-10117/11
-10/17111
-10119111
-10119111
-10119111
-10119/11
DTI SKYLINE - Outside Copy/Binding Services
10/20/11
-10/21/11
-10/20/11
-10/20/11
-10/20111
-10/20/11
-10/20111
-10/20111
Page 72
Amount
1. 060. 00
1.550.00
1. 915. 00
200.00
200.00
4' 451.17
4.215.02
4,999.79
4.968.32
4,998.81
4.999.63
4, 911.87
2' 853.11
959.35
1. 797.25
375.62
1. 284.29
2.253.71
1. 965.36
2.253.71
382.11
Innkeepers USA
10/21111
10/25/11
10/26/11
10/26/11
10/26/11
10/26/11
10/26/11
10/27/11
Description
-10/20111
Standard Prints
Standard Prints
Standard Prints
AQUIPT INC - Trial Office Expenses -10/24/11
AQUIPT INC - Trial Office Expenses -10/24/11
RESPONSIVE DATA SOLUTIONS LLC - Outside Computer
Services-10/21/11
Jennifer Marines. Working Meal/K&E Only, (Meeting)
Total Disbursements
Page 73
Amount
2.253.71
2.70
.15
.75
2.422.06
2.133.51
77.63
87.49
$ 183.493.70
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Business Operations
11336-00005
(see attached Description of Expenses for detail)
Page 1
FEIN 36-1326630
lnv.# 3831660
$ 492.00
$ .00
$ 492.00
Innkeepers USA
5 Business Operations
Timekeeper
William Guerrieri
Jonathan Zinman
Hours
.40
.40
Rate
590.00
640.00
Amount
236.00
256.00
.80 $ 492.00
Page 2
Innkeepers USA
5 Business Operations
Date Name
10/11/11 Jonathan Zinman
. 40
.40
Description
Review and analyze licensing issue .
Correspond with M. Murphy re property
management agreement reimbursement issues .
. 80 TOTAL HOURS
Page 3
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Case Administration
11336-00006
Csee attached Description of Legal Services for detail)
Page 1
FEIN 36-1326630
lnv.# 3831661
$ 15.085.50
$ 1.065.21
$ 16.150.71
Innkeepers USA
6 Case Administration
Mike Jones .40 410.00 164.00
Christopher H Langbein .90 590.00 531.00
Brian S Lennon 3.60 715.00 2.574.00
Kristen Schuck 6.10 410.00 2.501.00
Todd M Schwartz .60 640.00 384.00
Jonathan Zinman 2.80 640.00 1.792.00
Beth Friedman 2.50 305.00 762.50
Jacob Goldfinger 1. 30 290.00 377.00
Jocelyn C Kuo 3.00 260.00 780.00
Robert Orren 6.00 230.00 1.380.00
Gary M Vogt 12.80 300.00 3.840.00
40.00 $ 15,085.50
Page 2
Innkeepers USA
Name
10/05/11 Jacob Goldfinger
10/05/11 Robert Orren
Hours
1. 00
.40
1. 60
2.50
2.40
.40
.30
1. 30
6.00
1. 00
1.10
Description
Prepare proposed agenda for October 6 omnibus
hearing.
Compile and distribute documents re
bankruptcy and adversary dockets.
Draft. review and revise hearing agenda for
October 6 omnibus hearing (.8): office
conference with B. Lennon and K. Schuck re
same (.4): review and revise orders re same
( 0 4) 0
Office conference with J. Zinman re October
6 hearing agenda (.6); review and revise same
0. 9) 0
Office conference with J. Zinman and B.
Lennon re omnibus hearing preparation (.5):
office conference with J. Zinman re same
(1.2): telephone and office conferences with
R. Orren re same (.7).
bankruptcy and adversary dockets.
Finalize. file proposed agenda for October 6
omnibus hearing (.2): coordinate service of
same with Omni (.1).
Prepare materials and orders on disk for
hearing.
Compile documents re agenda for October 6
hearing (3.0): revise same (1.0): prepare
third removal order for submission to
Bankruptcy Court (1.0): correspond with
working group re October 6 hearing (1.0).
Review documents re hearing preparation.
File Omni affidavits of service re recent
filings (.3): compile and distribute
documents re bankruptcy and adversary dockets
( 0 8) 0
Page 3
Innkeepers USA
Date Name
. 60
.30
. 30
.20
.20
.20
. 30
3.20
1.50
.30
.50
.70
.60
.40
Description
work in progress.
bankruptcy and adversary proceedings.
Obtain and distribute hearing transcript .
status and hearing preparation.
Draft. finalize and file notice of
adjournment.
filings.
Obtain and distribute hearing transcript .
filings ( .2): compile and distribute
documents re bankruptcy and adversary dockets
(.5); compile and organize file materials
(2.5).
Compile and organize file materials re case
administration.
filings (.1); file notice of hearing re
motion to approve second amended commitment
letter (.1): coordinate service of same with
Omni ( .1).
Prepare proposed agenda for October 21
hearing.
Coordinate distribution of documents and
pleadings (.4); obtain and distribute hearing
transcript ( . 3) .
Telephone conference with J. Zinman re
hearing preparation (.2); correspond with B.
Friedman re same (.2); revise and prepare
documents re same (.2).
Revise. finalize and file proposed agenda for
Page 4
Innkeepers USA
Name
10/20/11 Jocelyn C Kuo
10/24/11 Mike Jones
10/24/11 Jocelyn C Kuo
Hours
2.50
.30
.30
1. 00
1. 60
.90
.40
.30
.40
.30
.50
.60
1. 00
.10
.30
Description
October 21 hearing.
Prepare documents and materials for October
21 hearing.
Review revise edit agenda for October 21
hearing.
Correspond with J. Zinman rehearing
materials.
Arrange for telephonic appearances for
hearing.
Office conference with J. Zinman re October
21 hearing materials (.2): prepare for
hearing (1.2): telephone conference with M.
Beilinson re same (.2).
work in process (.4): review and revise
documents re same (.5).
case status.
work in process.
work in process.
Prepare notice of hearing re October 9
omnibus hearing.
Compile and transmit restructuring documents
to the Company.
Draft correspondence to client reopen
workstreams
work in process.
Coordinate with Bankruptcy Court re upcoming
hearings.
Finalize. file notice of omnibus hearing
Page 5
Innkeepers USA
Date Name
Hours
.40
.20
.30
.80
.50
Description
dates ( .2); coordinate service with Omni
( .1).
Review. revise notice of omnibus hearing
dates.
filings.
Finalize. file notice of omnibus hearing
dates (.2); coordinate service of same with
Omni C .1).
Finalize and file Raleigh JV claim objection
and notice of effective date.
Coordinate service of Raleigh JV claim
objection and notice of confirmation and
effective date with Omni.
40.00 TOTAL HOURS
Page 6
Innkeepers USA
Binding
Scanned Images
Overtime Meals
Total
Page 7
925.35
.70
51.50
55.65
12.00
20.01
$ 1. 065.21
Innkeepers USA
DISBURSEMENT DETAIL
Description
Scanned Images
Scanned Images
Scanned Images
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Scanned Images
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Color Prints
Color Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Scanned Images
Scanned Images
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Binding
Standard Prints
10/01/11
10/02/11
10/02/11
10/02/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/04111
10/04/11
10/05/11
10/05/11
10/05/11
10/05/11
10/05/11
10/06111
10/06/11
10110111
10110/11
10110/11
10110/11
10112/11
10112/11
10112/11
10112111
10117111
10117/11
10119/11
10119111
10/20/11
10/20111
10/21/11
10/25/11
10/25111
10/25/11
10/25111
10/26111
10/27/11
10/27/11
Overtime Meals. Gary M Vogt
Secretarial Overtime. Nancy F Shobeiri
Total Disbursements
Page 8
Amount
10.20
6.00
11.70
11.70
.60
.30
1. 95
.15
48.75
68.25
48.00
11.10
1. 20
.50
13.20
23.55
84.00
17.00
34.00
17.70
. 75
24.00
1. 95
.15
29.25
250.80
.15
7.95
3.00
1. 35
.30
.30
100.35
131.10
3.00
1. 05
48.75
17.40
.30
.70
.75
12.00
20.01
$ 1.065.21
Innkeepers USA
Page 9
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Claims Administration & Objections
11336-00008
Csee attached Description of Expenses for detail)
Page 1
FEIN 36-1326630
lnv.# 3831663
$ 35,728.50
$ 96.90
$ 35.825.40
Innkeepers USA
8 Claims Administration & Objections
William Guerrieri 18000 590000 10.620000
Mike Jones 8060 410000 3.526000
Christopher H Langbein 2040 590000 1.416000
Brian S Lennon 9040 715 0 00 6. 721.00
Jennifer Marines 2070 695000 1.876050
Kristen Schuck 090 410000 369000
Jonathan Zinman 17050 640000 11.200 0 00
59050 $ 35.728050
Page 2
Innkeepers USA
Name Hours
10/03/11 Christopher H Langbein 1. 20
10/03/11 Mike Jones 1. 50
10/03/11 Kristen Schuck . 90
10/04/11 Jonathan Zinman 1. 20
10/04/11 Mike Jones 1. 20
Page
Description
Compile and review claims statistics and
same.
Draft stipulation describing claims
resolution (.9); telephone conference with
opposing counsel re same C .2); draft and
revise reply in support of claims objection
(1.7); telephone conference re Starwood
claims (.3); revise draft order re same (.3);
review stipulations resolving claims issues
C .5): telephone conferences with A. Sanderson
re same C .4).
Correspond with claimant re claim and
stipulation (.2): telephone conference with
claimant and J. Zinman re potential
stipulation to resolve claim C.2); office
conference with M. Jones re same (.2): review
stipulation re same (.3): correspond with
Draft stipulation (1.3): conference with C.
Langbein re same (.2).
Draft claims stipulations .
Analyze claims issues and correspond with
Correspond with M. Jones re stipulation (.2):
review and revise same (.2).
Review and revise reply to Anderson claim
(.7): review and revise stipulation C.5).
Correspond with working group issues re open
claims.
Analyze claims issues and telephone
conferences with opposing counsel re same.
Prepare for October 6 omnibus hearing re
claims (2.8): revise. finalize. file agenda
3
Innkeepers USA
Date Name
10/07/11 Mike Jones
10/10/11 Mike Jones
10/18/11 Mike Jones
Hours
. 10
2.30
.40
1.50
.60
.80
.70
.30
2.10
.80
.80
4.50
2.10
Description
re same ( .5).
Review and revise Espejo claim stipulation .
Review claims objections.
Review and revise Espejo claim stipulation
(.3); correspond with J. Zinman re same ( .1).
Correspond with working group re claims
issues and telephone conference with T.
Brents re same ( .6); telephone conferences
with counsel for claimants (.5); revise
stipulations re same (.4).
Draft and revise stipulation resolving claims
objection and telephone conference with
opposing counsel re same.
Analyze claims issues and telephone
conference with working group re same (.3);
research timing issue re same (.5).
Review and revise stipulation for Espejo
claim (.4); correspond with C. Langbein and
J. Zinman re same (.3).
Correspond with M. Jones reclaims issues.
Review and revise documents re Raleigh JV
claim.
Correspond with working group re claims issue
and telephone conference with opposing
counsel and the Company re same.
Correspond and telephone conferences with
creditor counsel and working group re claim.
Review draft Marx Realty stipulation (.6);
review and revise objection to JV guaranty
claim (1.6); research re same (1.7);
telephone conference with W. Guerrieri re
same (.6).
Review and revise claim objection re Raleigh
JV (1.6); correspond with B. Lennon re same
(.5).
Page 4
Innkeepers USA
Date Name
10/24/11 Mike Jones
10/25/11 Mike Jones
3.00
.70
2.60
1. 70
4.20
1. 50
2.40
.80
.40
.30
.80
2.00
2.30
Description
Review and revise documents re claims issues
(2.1); research and analyze case law re same
( . 9).
Correspond with working group re claims
resolution issues.
Review and revise objection re Raleigh JV
lender.
Analyze claims issues and draft
correspondence to company re same.
Draft stipulation re Anderson claim (.6);
review and revise same (1.2): draft
stipulation re Liberty Mutual claim (.9):
review and revise same (1.4): office
conference with S. Serajeddini re same (.1).
Review and revise objection to JV guaranty
claim (1.1): office conference with J. Zinman
reopen claims issues (.4).
lender (1.8): telephone conference with B.
Lennon and working group re same (.6).
Review correspondence re claims issues and
same.
Correspond with working group re claim
reconciliation inquiries.
Review and revise Liberty Mutual stipulation.
Review documents re Raleigh JV objection
(.3): correspond with W. Guerrieri re same
(.2): office conference with J. Zinman re
open claims issues (.3).
lender claim.
lender claim (1.1): telephone conference with
Page 5
Innkeepers USA
Date Name Hours Description
10/27/11 Mike Jones . 20 Review and revise Anderson claim stipulation .
10/27111 Brian S Lennon 2.10 Review Raleigh JV objection (1.2); office
conferences with A. Sathy re same (.9).
10/27/11 William Guerrieri 1. 50 Review and analyze issues re claims.
59.50 TOTAL HOURS
Page 6
Innkeepers USA
Scanned Images
Total
Page 7
85.80
11.10
$ 96.90
Innkeepers USA
DISBURSEMENT DETAIL
10/04/11
10/04/11
10/04/11
10119/11
10/25/11
10/25/11
10/26/11
10/26/11
Description
Standard Prints
Standard Prints
Scanned Images
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Total Disbursements
Page 8
Amount
73.20
2.40
11.10
1. 35
2.25
4.05
1. 20
1. 35
$ 96.90
November 22. 2011
Innkeepers USA
340 Royal Po4nc4ana Way
Sulte 306
ATTN: Marc A. Be414nson
IN THE MATTER OF
File No:
Corporate & Securities Issues
11336-00009
For legal serv4ces rendered through October 27. 2011
(see attached Descr4pt4on of Legal Serv4ces for detail)
For disbursements 4ncurred through October 27. 2011
(see attached Descr4ption of Expenses for detail)
Total for legal serv4ces rendered and expenses incurred
Page 1
FEIN 36-1326630
lnv.# 3831664
$ 464.370.00
$ 1. 711.89
$ 466' 081. 89
Innkeepers USA
9 Corporate & Securities Issues
Jon A Balli s. P. C. 1. 00 885.00 885.00
Jeffrey M Gould .50 610.00 305.00
William Guerrieri 71.40 590.00 42.126.00
Stephen E Hessler 32.70 765.00 25.015.50
Mike Jones 36.00 410.00 14.760.00
R Henry Kleeman 4.90 735.00 3. 601.50
Brian S Lennon 116.50 715.00 83.297.50
Jennifer Marines 87.90 695.00 61.090.50
Ahmad S Notal 5.80 430.00 2.494.00
Anup Sathy, P.C. 85.60 940.00 80.464.00
Kristen Schuck 1.10 410.00 451.00
Todd M Schwartz 112.60 640.00 72.064.00
Andrew Small .50 845.00 422.50
James H M Sprayregen. P.C. 13.30 995.00 13.233.50
Jonathan Zinman 74.00 640.00 47.360.00
Jacob Goldfinger .30 290.00 87.00
John LoPorto 1. 00 165.00 165.00
Robert Orren .60 230.00 138.00
Gary M Vogt 54.70 300.00 16.410.00
700.40 $ 464.370.00
Page 2
Innkeepers USA
10/03/11 Gary M Vogt 1.30
10/03/11 William Guerrieri 1.30
10/04/11 John LoPorto 1.00
10/04/11 Gary M Vogt .30
10/04/11 Anup Sathy, P.C. 1.60
10/06/11 Jacob Goldfinger .30
10/07/11 Todd M Schwartz .30
Description
Correspond with J. Landis and W. Guerrieri re
corporate governance documents.
Telephone and office conferences with working
group re restructuring strategy ..
Telephone conference with A. Sathy and B.
Lennon re chambers conference. Cerberus
litigation and marketing process.
Compile. distribute materials re
confidentiality agreements (.5); compile.
distribute precedent rework fee. diligence
fee payments (.8).
Review and analyze issues re proposal
documents.
Prepare closing binder for A. Nofal.
Compile. distribute confidentiality
agreements materials.
Review and analyze issues re proposal
documents.
Office conference with the Company re
potential transaction strategies with
Cerberus.
Office and telephone conferences with wok
ring group re potential settlement (.9):
Review and compile documents re potential
Fixed/Floating transaction.
Correspond with Aon re 0&0 insurance.
working group re potential Fixed/Floating
transaction.
Attend office conferences with working group
Page 3
Innkeepers USA
Date Name
10/09/11 Mike Jones 2.70
10/09/11 R Henry Kleeman .80
Description
reFixed/Floating transaction (3.8);
telephone conferences re same (2.1).
Review and analyze settlement proposal and
correspondence from Lehman re same (.9);
review and analyze Midland comments to
commitment letter and correspondence re same
C .8); correspond with working group re same
C .8); telephone conference with Committee
counsel re case status C.2).
Analyze revised commitment letter proposal
(.6); telephone conference with working group
re same C 2 .1) .
Review and revise commitment letter proposal
working group and potential buyer re same
(1.7).
Telephone conference with M. Beilinson re
Cerberus terms (.4); correspond with A.
Harris re same C .3); telephone conference
with A. Harris and S. Charles re
Cerberus/Chatham offer C .3); office
conference with M. Beilinson re same (1.1);
review and analyze Cerberus term sheet (1.7);
office conferences with working group re
revisions to commitment letter. term sheet
and plan (9.1); office conferences with A.
Harris and S. Freedman re same (1.1).
Review and revise commitment documents re
revised proposal (3.3); office and telephone
conferences with working group and potential
purchaser re same (2.1); review and respond
to correspondence re same (.4).
Review revised commitment letter and
correspondence re same.
Review and analyze Cerberus commitment letter
(3.5); draft. review and revise issues list
re same (4.8); office conference with working
group and the Company re same (1.2); review
and analyze Lehman and Midland comments to
the Commitment Letter (1.5).
Page 4
Innkeepers USA
Name Hours
10/09/11 Anup Sathy, P.C. 1.80
10/09/11 Anup Sathy, P.C. 3.40
10/09/11 James H M Sprayregen, P.C 1.20
10/10/11 Mike Jones 8.60
Description
Telephone conferences with the Company re
open issues re revised Cerberus term sheet.
Participate in working group session to
revise Cerberus term sheet.
Telephone and office conferences with working
group re term sheet (.7): review
correspondence re same (.5).
Draft and revise motion approving amended
commitment letter (4.1): office conference
with working group re revisions to commitment
letter (2.1): office conferences re
commitment letter issues (2.3): research re
joint and several liability issues (1.6):
review Midland commitment (1.1): office
conferences re Fixed/Floating transaction
(2 0 7) 0
Review stipulation approving commitment (.5):
same C .3).
Review and analyze Kirkland, Midland,
Cerberus and Lehman drafts of and revisions
to Cerberus proposal re Fixed/Floating
Debtors (5.5): review and analyze plan
modifications and constituent comments
thereto (1.5): office conference with J.
Zinman re plan modification and commitment
approval motion (.6): various conferences and
correspondence with working group re
restructuring proposal (2.0): draft and
revise escrow agreement (3.0): review and
analyze comments to commitment letter (.8):
office conferences with Cerberus re proposal
and commitment agreement (1.5): telephone
conference with Sitrick re press release
(.3): review and revise same (.6): telephone
conference with M. Beilinson re same (.3):
restructuring proposal (.3): review and
analyze Midland financing issues (.5).
Review and revise amended commitment
agreement and related documents (5.2): office
Page 5
Innkeepers USA
Date Name
10/10/11 Gary M Vogt 6.20
10/10/11 R Henry Kleeman 1.30
10110111 Anup Sathy, P.C. .80
10110111 Anup Sathy, P.C. 1.40
10110/11 Anup Sathy, P.C. 11.50
Description
Compile materials. information requested for
negotiation. revision of commitment letter.
Review. revise and negotiate commitment
letter and accompanying documents (3.6);
(3. 6).
Participate in all day negotiating sessions
recommitment letter. term sheet and plan.
Review and revise plan documents re Cerberus
proposal (4.3); office and telephone
conferences with working group and Cerberus
re same (4.1); review and respond to
correspondence re same (3.3).
Review revised Cerberus/Chatham documentation
and escrow agreement (.9); correspond with
Review and analyze Cerberus commitment letter
(1.5); draft. review and revise issues list
re same (1.4); office conference with working
group and the Company re same (.8); review
and analyze Lehman and Midland comments to
the commitment letter (1.6); telephone
conference with the Company (.5); review and
revise commitment letter (.4); office
conference with working group re same (.5);
office conference with the Company re same
(.3); telephone conference with Cerberus
(.6); review and analyze restructuring issues
( . 8) .
Revise motion to approve amended commitment
letter.
Review and revise escrow agreement.
Lengthy negotiations and revisions of revised
Cerberus commitment.
Conferences with working group. the Company
re revised restructuring commitment.
Page 6
Innkeepers USA
Date Name
10/11/11 Mike Jones
10/11/11 Andrew Small
Hours
15.50
17.20
12.10
.50
6.70
13.80
20.00
14.80
Description
Review and revise escrow agreement (.4):
attend status conference retrial (.5):
conferences with opposing counsel re
Fixed/Floating transaction (5.8): draft.
review. revise motion approving same (3.1):
draft stipulation approving same (1.6): draft
and file notice of trial adjournment (.2):
draft and revise motion to shorten time re
motion to approve commitment letter (1.3):
draft and revise commitment letter provisions
(2.1): office conference with working group
re same (.5).
Review and revise commitment letter (3.8):
office conferneces with constituencies.
working group re same (4.7): draft and revise
press release (2.5): negotiate. draft and
revise escrow agreement (4.3): review motion
resettlement (.9): analyze financing issues
and commitment letter (1.0).
Draft motion to shorten notice (1.1):
draft stipulation re outside date extension
(1.3): review and revise same (.2):
review and revise amended commitment
agreement. motion to approve same. modified
plan. escrow agreement and related documents
(6.3): office conferences with working group
re same (2.8).
Correspond with working group re commitment
letter.
Compile materials. information re
negotiation. revision of commitment letter.
Review. revise and negotiate commitment
letter and accompanying documents (6.5):
office conferences with the Company. working
group and opposing counsel re same (7.3)
Participate in all day negotiating/drafting
session re plan. commitment letter and term
sheet.
Page 7
Innkeepers USA
Name Hours
10/11/11 R Henry Kleeman 1.50
10/11/11 Anup Sathy, P.C. .90
10/11/11 Anup Sathy, P.C. 1.20
10/11/11 Anup Sathy, P.C. 1.30
10/11/11 Anup Sathy, P.C. 1.40
10/11/11 Anup Sathy, P.C. 3.90
10/11/11 Anup Sathy, P.C. 4.60
Description
proposal (5.3): office and telephone
re same (4.9): review and respond to
correspondence re same (3.8); conferences re
adversary proceeding (.8)
Review revised escrow agreement and
commitment letter (1.3): correspond with
office conference with working group re same
(3.2): office conference with the Company re
same (2.4): office conferences with working
group and opposing counsel re commitment
letter and term sheet (7.1).
Review and revise press release.
Revise Midland financing commitment.
Review and revise motion to approve revised
transaction.
Revise escrow agreement.
Negotiations with working group and opposing
counsel re revised Cerberus commitment
letter.
Review and revise updated commitment letter
for Cerberus transaction.
group re revised Cerberus commitment.
Draft. review and revise motion to approve
commitment letter and plan modifications
(3.1): review and revise motion to shorten
time re same (.7); office conferences and
telephone conferences re Fixed/Floating
transaction (4.1).
Review and revise press release and confer
with constituents re sameC2.5); negotiate.
draft and revise escrow agreement (3.8):
correspond with Wells Fargo re same (2.5):
negotiate. review and finalize commitment
Page 8
Innkeepers USA
10/12/11 Mike Jones
10/12/11 R Henry Kleeman
10112111 Anup Sathy. P.C.
10112111 Anup Sathy, P.C.
5.40
6.60
2.60
10.70
7.20
1. 30
16.60
2.10
2.20
2.70
Description
letter (3.6): review and revise motion re
approval of settlement (1.1).
Research re notice of commencement (.9):
correspond with working group and opposing
counsel re same (.5); review and revise
amended commitment agreement. modified plan.
escrow agreement and related documents (2.2):
(1. 8).
Compile. organize materials. information for
negotiations re revised commitment letter
(5.0); compile. organize exhibit materials re
NewHoldCo/Midland commitment (1.6).
Review and revise commitment letter and term
sheet (1.1); office and telephone conferences
with working group re same (1.5).
Participate in all day drafting and
negotiation sessions re settlement
documentation.
Cerberus proposal (2.3); office and telephone
re same (4.1): review and respond to
correspondence re same (.8).
Review revised drafts of escrow agreement
( . 9).
negotiate same (5.5): office conference with
working group re same (5.3); office
conferences with working group re workstreams
re same 0.6).
Revise Midland commitment.
commitment.
Negotiations re open issues on revised
commitment letter.
Page 9
Innkeepers USA
Date Name
10112111 James H M Sprayregen. P.C
10/13/11 Mike Jones
10/13/11 Jon A Ballis. P.C.
Hours
4.30
1. 20
9.90
10.50
5.60
5.00
1. 30
1. 00
7.50
5.00
6.30
Description
Review and revise new commitment with
Cerberus.
commitment terms. motion to approve.
Review and revise motion to approve
commitment letter and plan modifications
(3.1): analyze comments from opposing counsel
re same (2.4): revise motion to shorten time
re same (.6): office conferences and
Fixed/Floating transaction (1.0): telephone
conferences with opposing counsel re same
( 2. 8).
Review. revise and finalize press release
(2.5): negotiate. review and revise escrow
agreement (2.2): negotiate and revise
commitment letter (2.3): telephone
conferences with constituents re closing
(3.5).
Review and revise amended commitment
agreement. motion to approve same and related
document (3.4): office conferences with
Compile. organize materials and information
renegotiation of commitment letters.
Review and revise motion to approve amended
plan and revised commitment letter (.8):
office conference with working group re same
( . 5) .
letter.
Negotiate final form of commitment letter.
Cerberus proposal (2.3): office and telephone
re same (1.1): correspond with working group
re same Cl. 6).
Review and revise commitment letter and
Page 10
Innkeepers USA
Date Name
10/13/11 Anup Sathy. P.C. 1.30
10/13/11 Anup Sathy, P.C. 1.40
10/13/11 Anup Sathy, P.C. 1.60
10/14/11 Gary M Vogt 10.50
Description
coordinate execution re same (1.0);
correspond with working group re same (2.4);
( 2 0 9) 0
commitment letter.
Revise commitment letter with Cerberus.
commitment letter.
commitment letter issues.
working group re Cerberus commitment C .7);
review documents re same (.4).
Review and revise proposed order approving
commitment letter motion and plan
modifications (1.5); office and telephone
conferences with working group re
Fixed/Floating transaction (2.8); distribute
motion to shorten time and related order
( 0 2) 0
Finalize Chatham and Cerberus settlement
agreement (1.8); review and revise press
release C.7); correspond with Sitrick and M.
Beilinson re same C .3); telephone conference
and correspondence with Creditors Committee
counsel re transaction status (.3).
Office conference with J. Zinman re status of
commitment letter and adversary proceeding
litigation (.4); revise commitment letter
motion C . 7) .
Compile materials. information requested for
negotiation. update of commitment letters
(3.8); compile organize materials remotion
to approve amended commitment letter and plan
modifications and motion to shorten notice re
same. in preparation for filing (6.7).
Correspond with parties to commitment letter
Page 11
Innkeepers USA
Name
10114111 James H M Sprayregen. P.C
10115/11 Jonathan Zinman
10115111 Brian S Lennon
Hours
4. 70
2.50
5.50
Description
re release of signature pages (2.7);
same ( .5); correspond with working group re
same (.5).
Telephone conferences with working group and
Cerberus re Ceberus proposal (1.1);
correspond with working group re same (3.6).
Review and analyze issues re execution of
commitment letter.
commitment letter. New HoldCo/Midland
commitment and plan (3.2); telephone
conference with working group re releasing
signature pages (.5); review and revise
commitment letter (1.4); telephone
conferences with Midland re same (.4) .
. 90 Office conferences with working group re Five
Mile issues.
1.20 Conferences with the Company reopen issues
re revised commitment.
1.40 Revise commitment letter and related
documents.
1.50 Revise motion and order re revised commitment
letter .
. 60 Review and correspond with working group re
Cerberus commitment .
. 30 Revise motion to approve commitment letter
and plan modifications.
1.90 Correspond with parties to commitment letter
re release of signature pages (.8); telephone
conferences with A. Sathy re same (.5);
1. 20
.80
Review and respond to correspondence with
working group recommitment letter.
commitment letter options and filing issues.
Page 12
Innkeepers USA
Name
10/16/11 Ahmad S Nofal
10/17/11 Mike Jones
.90
.40
1.10
. 40
.70
1. 20
3.70
1. 00
.70
.80
.30
.20
.70
Description
Conferences with working group re status of
commitment papers and timing for hearing.
Telephone conference with T. Schwartz re
status of transaction and bill of sale (.1);
correspond with purchasers counsel re
same(.3).
Correspond with parties to the Commitment
Letter re status of negotiations.
Review and respond to correspondence with A .
Nofal and C. Langbein re restructuring
transactions.
Office conferences with working group re open
issues re Cerberus term sheet.
Analyze and correspond with working group re
open issues re revised Cerberus term sheet.
Revise motion to approve commitment letter
and plan modifications (.5); office
conferences re status of Fixed/Floating
transaction (2.1); telephone conferences re
same 0.1).
Telephone conference with L. Ignon re press
release (.5); telephone conference with B.
Lennon re same ( .2); attend chambers
conference ( . 3) .
Review and analyze bill of sale (.2);
correspond and telephone conference with
purchasers counsel re same (.5).
Review and revise outside date stipulation
(.4); telephone conference with working group
re case status (.4).
Finalize. file stipulation re extension of
outside date (.2); coordinate service of same
with Omni ( .1).
Correspond with K. Beckeman re closing costs.
Negotiate extension of outside date with
Page 13
Innkeepers USA
Name Hours
10/17/11 Anup Sathy, P.C. .70
10/17/11 Anup Sathy, P.C. 1.70
10/17/11 James H M Sprayregen. P.C .80
10/18/11 Mike Jones .80
Description
Lehman and Midland.
Negotiate release of signature pages (1.5);
telephone conference with A. Sathy re same
C .4); review and revise filing versions of
commitment letter (1.8); telephone conference
with M. Elmore re filing status (.3);
telephone conference with Kasowitz re same
( . 3) .
group and Cerberus re Ceberus proposal (1.1);
Telephone conference with working group and
commitment parties re final documents (1.0);
review and analyze issues re closing (1.0).
Review documents and issues re closing.
Office and telephone conferences with
constituents re open issues on revised
Cerberus term sheet.
Telephone conferences with working group. the
Company re plan and closing.
and plan modifications ( .7); address filing
issues re same (2.9); office conferences with
working group re Fixed/Floating transaction
(1.8); telephone conferences with the Company
and opposing counsel re same (2.6).
restructurinig transactions (.4); correspond
with escrow agent refunds (.5); telephone
conferences and correspondence with Sitrick
repress matters C .4); telephone conference
with working group re final documents (.4);
review and finalize press release (1.2);
correspond and telephone conference with
Moelis re proposal comparisons (.5); office
conference with A. Sathy re same C .5).
amended commitment agreement.
Page 14
Innkeepers USA
Date Name
10/18/11 Gary M Vogt 9.80
10/18/11 Anup Sathy, P.C. 2.40
Description
Review and revise motion to approve
commitment letter aand related documents
(3.8); compile and organize documents re same
re potential filing (6.0).
Review filing versions of documents (1.3);
telephone conferences with A. Sathy re same
(.5); negotiate release of signature pages to
commitment letter (3.5); telephone conference
with M. Beilinson and M. Murphy re filing
status (.5); telephone conferences with
signatories re release of signatures (.5);
telephone conference with A. Sathy re filing
status (.4); telephone conference with T.
Schwartz re same (.2); correspond with
chambers rehearing dates (.1).
Review and analyze issues recommitment
documents re Cerberus proposal (1.3); office
and telephone conferences with working group
and Cerberus re same (1.5); correspond with
Correspond with Aon re 0&0 insurance.
release of signature pages and filing of
motion (2.5); review and analyze issues re
closing (3.1); correspond with working group
re same (.5); review and revise commitment
letter C .4).
group re closing timing and motion status.
letter and filing re same.
Review. revise and finalize escrow agreement
and correspond with escrow agent and
Cerberus/Chatham re same (1.5); telephone
conferences with working group.
constituencies recommitment letter (1.0);
revise press release (1.0): telephone
conferences with Sitrick re press issues and
inquiries (.7): correspond with G. Vogt re
coordination of filing date of pleadings
(.3): telephone conference with Creditors'
Page 15
Innkeepers USA
Name
Hours
4.30
5.90
1. 80
8.50
.60
. 50
1. 20
1. 70
Description
Committee counsel re restructuring status
( . 2) .
Compile. organize. review and revise motion
to approve second amended commitment letter
and related documents (2.3): finalize. file
same (1.5): coordinate service of same with
Omni C. 5).
Negotiate release of signature pages (1.3):
telephone conference with signatories to
commitment letter re same (.8): review filing
version of motion to approve commitment
letter and modifications (1.9): telephone
conference with J. Eisen remotion to shorten
notice (.2): correspond with working group re
notice and service issues (.6): telephone
conference with V. Indelicato remotion and
changes to the plan (.7): review issues re
escrow agreement dates (.4).
Office conferences and telephone conferences
with working group and Cerberus re Ceberus
proposal (1.1): correspond with working group
re same C 7) .
Correspond with professionals re closing fee
estimates (.5): correspond with working group
re closing issues (1.0): review and analyze
same (1.4): telephone conferences and
correspond with working group re commitment
letter execution (2.5): review and revise
motion to approve and related documents
(2.5): correspond with working group re same
( . 6) .
signature page release.
Review and revise press release .
release of signatures and filing of
documents.
open issues with Five Mile and Midland.
Page 16
Innkeepers USA
Name Hours
10/19/11 Anup Sathy, P.C. 2.30
10/20/11 Jonathan Zinman 1. 40
10/20/11 Jennifer Marines 0 70
10/20/11 Gary M Vogt 2.20
10/20/11 Todd M Schwartz 1. 50
10/21/11 Jennifer Marines 1. 50
10/21/11 Ahmad S Nofal .40
10/21/11 William Guerrieri .70
10/21/11 Anup Sathy, P.C. 1.40
Description
Conferences with working group re final
issues re commitment papers.
filed commitment letter motion.
Prepare for October 21 hearing on commitment
letter motion (1.1): finalize. file proposed
agenda re same (.3).
Correspond with working group re press
inquiries and telephone conference with
Sitrick re same (.5): office conference with
B. Lennon rehearing (.2).
Review documents re hearing re approval of
settlement.
Compile. organize materials and information
re October 21 hearing re motion to approve
second amended commitment letter and related
plan modifications.
Telephone conferences with B. Lennon re cash
issues (.3): review and analyze commitment
letter re same (.5).
Review and respond to correspondence with Aon
re D&O insurance (.1): review and analyze
issues re closing (1.4).
Review and revise press releases ( .8):
correspond with Sitrick and company re same
(.3): review and respond to press inquiries
( 0 4) 0
Telephone conference with A. Cox re closing
items.
Correspond with working group re closing
issues.
Review and analyze issues re closing (.5):
correspond with working group re same (1.0):
review and analyze funds flow memorandum
(1.1) 0
Revise outline re hearing on commitment
Page 17
Innkeepers USA
Name
Hours
1. 70
1. 80
1.20
.40
1. 00
2.00
1. 00
.50
.40
.50
.30
.40
1. 50
Description
letter.
Review materials in preparation for hearing
on commitment letter.
Conferences with working group re closing
issues.
Correspond and conferences re open issues re
closing.
Correspond with purchasers counsel re closing
(.2) ; correspond with A. Cox and T. Schwartz
re same ( .2).
closing issues (.3); correspond repress
inquiries (.4); telephone conference with M.
Beilinson re closing release ( .1): telephone
conference with Creditors' Committee counsel
re status of closing and claims related
issues ( .2).
Prepare for and attend telephone conference
with purchasers counsel re closing (.8):
review and analyze closing checklist (.2):
correspond with A. Cox and T. Schwartz re
closing (.3); correspondence with purchasers
counsel reopen items (.2): correspond with
the Company re same (.3): review and analyze
funds flow memorandum (.2).
Compile. organize final amended commitment
letter and modified plan materials.
Review and revise documents re corporate
governance.
Review and revise press release.
Review documents re corporate governance.
Coordinate logistics of FMC payment.
Participate in telephone conference with
buyers counsel re closing checklist.
Page 18
Innkeepers USA
Hours
10/24/11 William Guerrieri 4. 00
10/24/11 Anup Sathy, P.C. 1.50
10/24/11 Anup Sathy. P.C. 1.40
10/25/11 Ahmad S Notal 1. 00
10/25111 Brian S Lennon 5.60
10/25111 William Guerrieri 1. 70
Page
Description
open closing issues.
issues (3.2): correspond with working group
re closing issues (.8).
pre-closing conference (.5): telephone
conference with working group re closing
issues (.7): telephone conference with
working group re status update (.6): review
and analyze funds flow memorandum (1.5):
review and analyze issues re closing (1.2):
correspond with working group re same (1.0).
issues and signing.
excess cash collateral.
Review and revise escrow instructions (.5):
telephone conference with the Company and
Sitrick re post-closing press release (.3):
research re same ( .5): review work in
progress list (.1): office conference with B.
Lennon repress matters (.2): review
commitment letter (.2); telephone conferences
with M. Beilinson and L. Ignon re same (.8).
Correspond with purchasers counsel re open
issues (.4): correspond with T. Schwartz re
same (.2); correspondence with the Company re
same (.2): review and analyze funds flow
memorandum ( . 2)
Correspond with the Company re corporate
governance issues.
plan sponsors and creditor constituencies re
closing issues.
issues (.6): correspond with working group re
closing issues (1.1).
19
Innkeepers USA
Name Hours
10/25/11 Anup Sathy, P.C. 1.20
10/26/11 Gary M Vogt .50
10/26/11 Brian S Lennon . 30
10/26/11 Anup Sathy, P.C. .20
10/26/11 Anup Sathy, P.C. 1.30
10/26/11 Anup Sathy, P.C. .50
10/26/11 Anup Sathy, P.C. 1.40
Description
issues (2.5); review and analyze funds flow
memorandum and issues re same (1.4).
Office conferences re closing issues and
timing.
Review and correspond with working group re
closing issues.
Review and analyze press related matters
( . 5) .
Correspond with purchasers counsel re open
issues.
Compile. organize executed signature pages re
funds flow memorandum.
Telephone conference with T. Schwartz re
closing.
Telephone conference with A. Sathy re
closing.
Negotiate issue re excess cash collateral
with A. Harris. J. Penn and M. Sage.
issues (.6); correspond with working group re
closing issues (1.1).
Review and analyze issues re funds flow
memorandum (2.0); correspond with working
Review press release re closing.
Conferences with working group re closing
status and open issues.
Review funds flow documents.
Review issues and correspond with working
group re closing issues re funds flow and
excess cash collateral.
Review correspondence re transaction closing.
Page 20
Innkeepers USA
Date Name
10/27/11 Robert Orren .60
10/27/11 Anup Sathy, P.C. .30
10/27/11 Anup Sathy, P.C. .30
10/27/11 Anup Sathy, P.C. 2.90
Description
Analyze closing issues and office conference
with working group re same.
Various office and telephone conferences with
working group, Company and constituents re
closing (1.5): revise emergence press release
(2.0): analyze corporate governance issues re
dissolution of corporate entity (1.8):
C l OS i ng ( . 2) .
Correspond with the Company re closing (.1)
telephone conference with buyers counsel re
closing (.2): correspond with buyers counsel
re closing issues (.2).
Retrieve and distribute signature page of
closing document to T. Schwartz.
Telephone conference with the Company re
closing.
Coordinate closing of Fixed/Floating
transaction.
Review and revise notice of effective date
(1.0): correspond re transaction status
(2.4): telephone conference with working
group re same (.8).
closing (.5): telephone conference with
working group re additional changes to draft
funds flow memorandum (.9): review and
analyze issues re closing (4.5).
Participate in telephone conference with the
Company re closing.
Review press release re transaction closing.
Review and analyze issues re closing excess
cash collateral and correspond and telephone
conferences with working group re same.
closing.
Page 21
Innkeepers USA
Date Name Description
700.40 TOTAL HOURS
Page 22
Innkeepers USA
Scanned Images
Overnight Delivery
Overtime Meals
Total
Page 23
1. 392.90
1. 65
17.09
88.10
12.00
200.15
$ 1. 711.89
Innkeepers USA
DISBURSEMENT DETAIL
9/27111
10/04/11
10/05111
10/06/11
10/06/11
10/09/11
10110/11
10110111
10112111
10112/11
10112/11
10112111
10112111
10112/11
10112111
10112111
10112/11
10112/11
10112/11
10112111
10112111
10112111
10112/11
10112111
10114/11
10114/11
10114/11
10114111
10114111
10114111
10114/11
10117111
10117/11
10/18/11
10118/11
10119111
10119111
10119/11
10119111
10119/11
10/20111
10/20111
10/24/11
10/25111
Description
VITAL TRANSPORTATION INC. Passenger: LENNON.BRIAN
Overtime Transportation. Date: 9/6/2011
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Scanned Images
Scanned Images
Scanned Images
Scanned Images
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Scanned Images
Gary Vogt. Taxi. (Overtime Transportation)
Overtime Meals. Gary M Vogt
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 24
Amount
81.10
.45
.75
.30
14.70
200.15
134.85
23.85
3.45
12.15
6.75
.30
1. 35
1. 50
106.50
229.05
98.85
296.55
88.65
.15
.30
.30
.30
.30
.45
3.60
100.20
80.10
.15
14.85
3.60
14.55
.45
7.00
12.00
.30
1. 05
63.90
4.35
11.55
2.85
63.00
17.09
3.45
Innkeepers USA
10/25111
10/25/11
10/25111
Description
Standard Prints
Standard Prints
Standard Prints
Total Disbursements
Page 25
Amount
.60
1. 65
2.55
$ 1. 711.89
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Creditor & Interest Holder Communication
11336-00010
Page 1
FEIN 36-1326630
lnv.# 3831665
$ 295.00
$ .45
$ 295.45
Innkeepers USA
10 Creditor & Interest Holder Communication
Christopher H Langbein .50 590.00 295.00
.50 $ 295.00
Page 2
Innkeepers USA
Date Name
Hours
.50
Description
Telephone conference with creditor re claims
inquiry (.3); correspond with working group
re same ( .2) .
. 50 TOTAL HOURS
Page 3
Innkeepers USA
Total
Page 4
.45
$ .45
Innkeepers USA
DISBURSEMENT DETAIL
Description Amount
Total Disbursements $ .45
Page 5
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
DIP and Exit Financing
11336-00011
Page 1
FEIN 36-1326630
lnv.# 3831666
$ 26.176.50
$ 134.69
$ 26' 311.19
Innkeepers USA
11 DIP and Exit Financing
Mike Jones 2.70 410.00 1.107.00
Brian S Lennon 2.90 715.00 2.073.50
Jennifer Marines .30 695.00 208.50
Joseph W Price 3.30 695.00 2.293.50
Anup Sathy, P.C. 7.30 940.00 6.862.00
Kristen Schuck 3.20 410.00 1. 312. 00
Jonathan Zinman 18.50 640.00 11.840.00
Gary M Vogt 1. 60 300.00 480.00
39.80 $ 26' 176.50
Page 2
Innkeepers USA
Date Name
Hours
.60
2.10
3.20
.40
.70
1.20
2.30
.50
.90
2.30
.40
. 70
Description
Correspond with working group re DIP maturity
extension issues and correspond re same.
Correspond with working group re issues re
DIP maturity extensions ( .8); review and
revise notices of same (.3); finalize and
file same ( .2); office conference with
working group re same (.3); office conference
with L. Klingbaum re fee issues and review
precedent re same C.5).
Draft amendments to Five Mile and Lehman DIP
extensions.
Finalize and file Five Mile DIP amendment
(.3); coordinate service of same with Omni
( .1).
Correspond with J. Zinman reDIP extensions.
DIP extensions.
Analyze issues re DIP maturity extensions
(1.5); telephone conferences with working
group re same (.5); correspond with working
group re same (.3).
Correspond with working group re DIP
extensions.
Analyze and correspond with working group re
DIP extensions.
Review correspondence reDIP facility
extensions (.7); correspond with working
group re same ( .9); telephone conferences
with opposing counsel re same (.4); review
and revise draft amendments re same (.3).
Finalize and file DIP amendment (.3);
coordinate service of same with Omni (.1).
Correspond with J. Zinman reDIP extensions .
Page 3
Innkeepers USA
Date Name
10/08/11 Joseph W Price
10/13/11 Mike Jones
Hours
1.20
.60
1.10
1.10
.70
.70
3.30
.80
.80
1. 00
.60
1.10
.80
.80
Description
Analyze DIP facility extension issues and
telephone conference with L. Klingbaum re
same (.6); review amendment re same (.2);
telephone conferences with opposing counsel
re same ( .4).
Correspond with J. Zinman reDIP extensions.
extensions (.8); review materials re same
( . 3) .
Review correspondence reDIP facility
extension issues (.5); review proposals re
same ( .3); telephone conferences with working
group re same (.3).
Telephone conferences with the Company re DIP
modifications.
Research re cross default issues and office
conference with B. Lennon re same.
Review and analyze credit agreements and cash
collateral orders re default issues.
Review documents re DIP facility extension
issues (.5); telephone conference with L.
Klingbaum re same (.3).
Review and revise signature pages for DIP
amendments.
Draft notices of DIP amendments.
DIP issues.
Correspond with working group reDIP facility
extension issues (.8); telephone conference
with L. Klingbaum re same (.3).
Review and analyze DIP issues re default
interest.
extension issues.
Page 4
Innkeepers USA
Date Name
10/18/11 Mike Jones
10/21/11 Mike Jones
10/26/11 Mike Jones
Hours
.40
1.30
1.20
.30
.10
1.60
.60
1.90
. 40
.70
. 70
.70
Description
Review and revise DIP amendment notice.
group reDIP extension issues.
group and opposing counsel re DIP facility
extension issues.
Office conference with J. Zinman and B.
Lennon reDIP extensions.
extension issue.
Analyze documents and correspondence re
amendments extending DIP facility maturities.
Review and revise DIP amendment notice.
Review and analyze issues re amendments to
DIP financing credit agreements (1.3):
Correspond with J. Zinman reDIP issues .
extension issues.
Review pleadings re DIP financing .
Draft notice of DIP amendment (.5): review
and revise same (.2).
39.80 TOTAL HOURS
Page 5
Innkeepers USA
Total
Page 6
56.70
66.50
11.49
$ 134.69
Innkeepers USA
DISBURSEMENT DETAIL
Description
Standard Prints
Color Prints
Color Prints
Color Prints
Color Prints
Color Prints
Color Prints
10/03/11
10/03111
10/03/11
10/03/11
10/10/11
10110/11
10/10111
10/17/11
10/25/11
Secretarial Overtime. Monica Alzate
Standard Prints
Total Disbursements
Page 7
Amount
3.75
5.50
7.50
7.50
6.00
37.50
2.50
11.49
52.95
$ 134.69
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Disclosure Statement & Plan of Reorg.
11336-00012
Page 1
FEIN 36-1326630
lnv.# 3831667
$ 53,229.50
$ 5.576.33
$ 58.805.83
Innkeepers USA
12 Disclosure Statement & Plan of Reorg.
William Guerrieri 23.90 590.00 14.101.00
Stephen E Hessler 11.50 765.00 8.797.50
Mike Jones 1. 50 410.00 615.00
Brian S Lennon 6.30 715. 00 4.504.50
Jennifer Marines 1. 80 695.00 1. 251. 00
Anup Sathy, P.C. 12.80 940.00 12.032.00
Jonathan Zinman 18.20 640.00 11,648.00
Rebecca Zarett 1. 70 165.00 280.50
77.70 $ 53.229.50
Page 2
Innkeepers USA
Date Name
10/01111 Anup Sathy. P.C.
10/02111 Stephen E Hessler
10/03111 Jennifer Marines
3.50
5.30
.30
.90
1. 20
1. 30
4.50
1. 80
.80
1.10
1. 70
1. 20
.80
Page
Description
Draft stipulation re potential Fixed/Floating
transaction (2.7): telephone conference with
B. Lennon re same (.3): correspond with
Review and revise Fixed/Floating plan
pretrial brief and confer and correspond with
Correspond with M. Elmore re Remaining
Debtors' effective date.
potential settlement discussions.
restructuring strategies.
Review and revise stipulation addressing
potential Fixed/Floating transaction.
Review and revise Fixed/Floating plan
pretrial brief and conference and correspond
with working group re same.
Review and revise plan modification and
commitment approval motion. order to show
cause and declaration in support thereof.
Office conferences with the Company re plan
issues.
Prepare for and attend office conference with
the Company re Fixed/Floating plan issues.
potential plan modifications and settlement
scenarios.
adversary proceeding litigation issues.
Attend office conferences re potential
Fixed/Floating plan transaction.
3
Innkeepers USA
Date Name
Hours
.80
.20
.50
5.90
5.20
1. 70
2.00
2.00
1. 00
.30
1. 80
.80
5.60
Description
potential plan modifications.
Fixed/Floating plan issues.
potential settlement structures with
Cerberus.
Draft motion to approve commitment letter and
plan modifications (4.5); draft stipulation
re same Cl. 4) .
proposal (2.3): office conferences and
telephone conferences with working group and
Cerberus re same (2.1); correspond with
proposal.
Review and revise plan documents re Ceberus
proposal.
Review and revise plan documents re Ceberus
proposal (.3); correspond with working group
re same Cl. 7) .
Review and respond to correspondence re plan
re Ceberus proposal.
Correspond with working group re amended
Fixed/Floating plan issues.
Review and analyze issues re plan re Cerberus
proposal.
Office conferences with the Company re plan
strategies.
and plan modifications (.4); telephone
conference with opposing counsel re release
of signature pages re same C .4); finalize and
file same (2.5); finalize and file motion to
Page 4
Innkeepers USA
Date Name
10/19/11 Rebecca Zarett
10/24/11 Mike Jones
Hours
1.70
2.90
4.80
3.50
.90
1.30
1.30
2.60
2.30
. 80
Description
shorten time re same (.5): draft. finalize
and file notice of adjournment of trial (.3):
draft. finalize and file notice of hearing
( .4): draft correspondence to parties in
interest re same (.2): draft and revise
agenda re October 21 hearing (.7): review
noticing issues remotions (.2).
Prepare and distribute pleadings to
Bankruptcy Court and U.S. Trustee (1.4):
correspond with B. Friedman re same (.3)
Telephone conferences with A. Sathy re
hearing preparation re Fixed/Floating closing
(1.3): prepare notes re same (1.1): review
draft order provision re FTC (.5).
Review and analyze issues re commitment
letter and plan (2.2): summarize changes
(1.1): draft summary rehearing (1.1):
correspond with B. Lennon and A. Sathy re
same (.4).
Review and revise documents re transaction
status (2.4): correspond with working group
re same (1.1).
cash closing issues.
Review and analyze closing schedules and
timeline.
revised documents and order re commitment
letter.
Prepare for hearing re revised commitment.
Telephone conference with A. Harris re excess
cash issue (.4): office conference with A.
Sathy and M. Murphy re same (.9): telephone
conference with K. Beckeman re same (.4):
correspond with K. Beckeman re Five Mile wire
(.4): correspond with J. Marines repress
issues C .2).
Review and revise notice of effective date .
Page 5
Innkeepers USA
Date Name
10/25/11 Mike Jones
Hours
.40
.80
.70
1.10
.40
Description
Review draft notice of effective date.
Review and revise notice re effective date
(.4): correspond with M. Jones re same C .4).
Review and revise notice of effective date.
Review and revise notice re effective date
(.4): correspond with M. Jones re same ( .4):
correspond with T. Brents and M. Murphy re
same (.3).
Review notice of effective date.
77.70 TOTAL HOURS
Page 6
Innkeepers USA
Working Meals/K&E and Others
Catering Expenses
Overtime Meals - Attorney
Total
Page 7
145.38
3,194.25
3.00
23.76
53.12
480.00
552.00
364.27
20.00
740.55
$ 5,576.33
Innkeepers USA
DISBURSEMENT DETAIL
8/11/11
9/01/11
9/01/11
9/11/11
9/14/11
9/14/11
9/22111
9/28/11
9/28/11
10/03111
10/03/11
10/03111
10/03/11
10/03/11
10/03111
10/03/11
10/03/11
10/03/11
10/03/11
10/03111
10/03111
10/03111
10/03/11
10/03/11
10/04111
10/04/11
10/04/11
10/04111
10/05/11
10/05/11
10/05111
10/05/11
10/05/11
Description
Anup Sathy, Telephone Calls. (Restructuring)
9/1/2011
911/2011
Anup Sathy, Cell Phone Calls. AT&T 08/12/2011 to
09/11/2011. (Cellular Calls)
9/14/2011
9114/2011
Steven Serajeddini. Taxi. (Overtime
Transportation)
VITAL TRANSPORTATION INC. Passenger: LENNON,BRIAN
VITAL TRANSPORTATION INC. Passenger: LENNON.BRIAN
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 8
Amount
26.11
180.00
180.00
46.55
96.00
96.00
8.00
68.36
92.74
1. 50
16.20
3.30
5.10
23.85
4.95
7.95
7.80
15.90
9.75
4.05
2.55
.45
54.60
21.00
4.80
.30
12.75
1. 05
5.25
.45
75.90
12.45
12.45
Innkeepers USA
10/05111
10/06/11
10/06/11
10/09/11
10/09/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110111
10/11/11
10/11/11
10111111
10/11/11
10111/11
10112/11
10112/11
10112111
10112/11
10112/11
10112/11
10112/11
10112111
10112111
10112/11
10112111
10112/11
10/12/11
10113/11
10113111
10114/11
10114/11
10114111
10114/11
10114/11
10114/11
10114111
10114/11
10117111
10/17 Ill
10117/11
10117/11
Description
Color Prints
Standard Prints
Standard Prints
Jon Zinman. Working Meal/K&E w/Others. (Meeting)
(24 people)
Jon Zinman. Taxi. (Overtime Transportation)
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Anup Sathy. Telephone Calls. (Restructuring)
Brian Lennon. Taxi. (Court Hearing)
Stephen Hessler. Taxi. (Overtime Transportation)
Will Guerrieri . Internet. (Meeting)
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Stephen Hessler. Taxi. (Overtime Transportation)
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Page 9
Amount
1. 00
5.70
.60
480.00
9.50
3.90
135.00
181.80
.15
.45
.15
16.35
27.15
200.15
53.77
23.76
23.25
40.03
350.26
18.95
11.70
7.95
148.05
33.75
15.60
1.110.00
9.60
212.25
513.30
23.75
40.03
70.05
13.87
40.03
7.05
51.90
4.20
39.00
13.50
2.40
9.00
9.75
2.25
2.25
.90
.45
Innkeepers USA
10117111
10/18/11
10118111
10118/11
10119/11
10119111
10119/11
10119111
10119/11
10119111
10119/11
10119/11
10/20/11
10/20/11
10/21/11
10/21/11
10/21111
10/21/11
10/21/11
10/25111
10/25/11
10/25111
10/26111
10/26/11
10/26/11
10/27/11
Description
Todd Schwartz. Parking, 555 California Garage,
San Francisco. CA (Overtime Transportation)
Todd Schwartz. (Overtime Transportation)
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Todd M
Schwartz. Overtime Meals
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Todd Schwartz. (Overtime Transportation)
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Color Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Standard Prints
Anup Sathy. Working Meal/K&E Only. (Meeting) (3
people)
Total Disbursements
Page 10
Amount
35.00
9.50
35.00
20.00
.45
1. 50
.30
1.35
1.50
95.55
10.30
35.00
.30
129.60
4.65
.30
3.15
3.60
2.00
8.40
44.10
2.55
9.15
7.05
.30
53.12
$ 5.576.33
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Hearings & Court Issues
11336-00016
Page 1
FEIN 36-1326630
lnv.# 3831669
$ 43.666.50
$ 1.456.00
$ 45.122.50
Innkeepers USA
16 Hearings & Court Issues
Judson D Brown 2.50 620.00 1.550.00
Patrick M Bryan 6.00 665.00 3.990.00
Daniel T Donovan 6.60 755.00 4.983.00
Jeffrey M Gould 2.40 610.00 1.464.00
Stephen E Hessler 1.20 765.00 918.00
Adam Holbrook 3.90 485.00 1. 891.50
Jonathan D Janow 2.40 540.00 1.296.00
Erin C Johnston 1. 20 585.00 702.00
Mike Jones 3.10 410.00 1. 271.00
Patrick J King 2.50 585.00 1.462.50
Brian S Lennon 9.70 715.00 6,935.50
Jennifer Marines 5.00 695.00 3.475.00
Mark E McKane 2.50 730.00 1. 825.00
Priya G Pai 2.60 430.00 1.118.00
Anup Sathy. P.C. 4.60 940.00 4.324.00
Todd M Schwartz 2.20 640.00 1.408.00
Edwin J U 1. 80 725.00 1. 305.00
Jonathan Zinman 3.80 640.00 2.432.00
K Kelly Farnsworth 5.60 235.00 1.316.00
69.60 $ 43.666.50
Page 2
Innkeepers USA
Date Name Hours
10/03/11 Patrick M Bryan 2.50 Prepare for and attend hearing.
10/03/11 Brian S Lennon 2.00 Attend court conference.
10/03/11 Daniel T Donovan 2.40 Attend hearing.
10/04111 Todd M Schwartz 2.20 Attend court hearing.
10/05/11 Patrick M Bryan 1. 00 Attend telephonic court hearing.
10/05/11 Brian S Lennon .50 Review and revise agenda for October 6
hearing.
10/05111 Daniel T Donovan 1.80 Prepare for and attend telephonic hearing.
10/06/11 Adam Holbrook 2.20 Attend status conference re admissibility of
settlement offers.
10/06/11 Edwin J U 1. 80 Prepare for and attend status hearing.
10/06/11 Patrick M Bryan 2.50 Prepare for and attend court hearing.
10/06/11 Brian S Lennon 3.00 Attend hearing and status conference.
10/06/11 Daniel T Donovan 2.40 Attend hearing.
10/06/11 Anup Sathy, P.C. 1.20 Prepare for and attend court hearing re
adversary proceeding.
10111111 Adam Holbrook 1. 70 Attend hearing.
10111111 Jennifer Marines 3.00 Prepare for and attend hearing.
10/11111 Priya G Pai 2.60 Attend hearing.
10111/11 Mike Jones 1. 30 Attend hearing.
10/11/11 Jonathan D Janow 2.40 Prepare for. travel to and attend opening
trial hearing.
10/11/11 Judson D Brown 2.50 Prepare for and attend hearing.
10/11111 Jeffrey M Gould 2.40 Prepare for and attend hearing.
Page 3
Innkeepers USA
Date Name
10/12/11 Mike Jones
2.50
1. 20
4.00
. 50
.80
1. 80
1. 20
1. 30
1. 60
2.50
1. 30
.90
.50
3.00
2.00
2.00
1.10
Description
Attend hearing.
Prepare for and attend trial.
Attend and provide support at trial.
Attend court conference re status .
Attend status conference retrial and
Fixed/Floating transaction.
Attend hearing.
Attend status conference.
Attend court hearing re settlement.
Attend trial.
Prepare for and attend hearing re trial and
settlement.
Attend court conference re update.
Organize and participate in court conference
(.6): telephone conferences with A. Sathy re
same C. 3).
Prepare for and participate in court
conference re status.
Prepare for and attend hearing to approve
amended commitment letter.
Prepare for and attend settlement approval
hearing.
Attend hearing.
Attend hearing re approval of commitment
1 etter.
69.60 TOTAL HOURS
Page 4
Innkeepers USA
Court Reporter Fee/Deposition
Total
Page 5
60.00
987.60
408.40
$ 1.456.00
Innkeepers USA
DISBURSEMENT DETAIL
10/06/11
10/06/11
10/10/11
10/11/11
10/12/11
10/14/11
10/20/11
10/21/11
10/21/11
10/21/11
10/25/11
Description
Standard Prints
Standard Prints
VERITEXT NEW YORK REPORTING CO LLC - Court
Reporter Fee/Deposition. Transcript
Reporter Fee/Deposition. Transcript. 10/11/11
Reporter Fee/Deposition. Transcript. 10/12/11
Standard Prints
Standard Prints
Beth Friedman. Teleconference. (Hearing)
Beth Friedman. Teleconference. (Hearing)
Standard Prints
Standard Prints
Total Disbursements
Page 6
Amount
47.55
129.60
216.45
99.60
92.35
2.25
.30
30.00
30.00
641.55
166.35
$ 1.456.00
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Insurance
11336-00017
Page 1
FEIN 36-1326630
lnv.# 3831670
$ 704.00
$ . 00
$ 704.00
Innkeepers USA
17 Insurance
Jonathan Zinman 1.10 640.00 704.00
1.10 $ 704.00
Page 2
Innkeepers USA
17 Insurance
Name
.60
.50
Description
Review correspondence re insurance issues and
telephone conference with K. Beckeman and T.
Brents re same.
Correspond with the Company re insurance
issues and review stipulation re same.
1.10 TOTAL HOURS
Page 3
Innkeepers USA
17 Insurance
Total $ .00
Page 4
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Retention, Fee App, & Monthly Statements
11336-00018
Page 1
FEIN 36-1326630
lnv.# 3831671
$ 38,469.00
$ 438.90
$ 38.907.90
Innkeepers USA
18 Retention. Fee App. & Monthly Statements
Timekeeper
William Guerrieri
Mike Jones
Christopher H Langbein
Brian S Lennon
Gregory F Pesce
Anup Sathy, P.C.
Kristen Schuck
Todd M Schwartz
Maureen McCarthy
Gary M Vogt
2.00
3.80
42.80
5.40
2.50
.70
9.10
.70
1. 60
1. 00
Rate
590.00
410.00
590.00
715.00
410.00
940.00
410.00
640.00
285.00
300.00
Amount
1.180. 00
1.558.00
25.252.00
3.861.00
1. 025. 00
658.00
3. 731. 00
448.00
456.00
300.00
69.60 $ 38.469.00
Page 2
Innkeepers USA
18 Retention. Fee App, & Monthly Statements
Name
10/05/11 Mike Jones
10/07/11 Mike Jones
Hours
1. 00
. 20
1. 30
.60
1. 90
. 30
.70
1.10
1. 20
.50
. 40
.10
1. 20
Description
Review documents and correspond with working
group re third omnibus fee order.
Review third omnibus interim fee order .
Correspond with working group. professionals
re third interim fee order ( .9); review and
revise same ( .4).
Review third interim fee order (.3);
telephone conference with C. Langbein re same
( . 3) .
Review and revise third omnibus interim fee
order ( .6); correspond and telephone
conferences with B. Lennon re same (.3);
correspond and telephone conferences with
Morrison & Foerster re same (.5); correspond
with working group. professionals re
revisions re same (.5).
Review documents re monthly applications .
Compile requested information re interim fee
orders.
Correspond with A. Sathy and C. Langbein re
fee order (.4); office conference with K.
Beckeman re fee allocations (.4); telephone
conference with J. Penn and K. Beckeman re
same (.3)
Review documents and pleadings re fee
hearing.
Review and revise third interim fee order.
Draft summary of compensation issues .
Review and revise invoices re compliance with
bankruptcy rules and U.S. Trustee guidelines.
Page 3
Innkeepers USA
Date Name
10/10/11 Christopher H Langbein 1. 70
10/10/11 Gregory F Pesce 1. 30
10/10/11 Mike Jones 3.40
10/11/11 Gregory F Pesce .60
10/12/11 Gregory F Pesce .60
10/14/11 Gary M Vogt .30
10115111 Christopher H Langbein 2.10
10116111 Christopher H Langbein 3.70
10/16/11 Maureen McCarthy .30
Description
Office conference with K. Schuck re invoices
(.3): review and revise invoices re
compliance with bankruptcy rules and U.S.
Trustee guidelines (.2): draft and revise
summary materials re K&E payments (1.2).
Office conference with C. Langbein re
invoices C . 3): review and revise invoices re
Trustee guidelines (3.1): correspond with
working group re invoice issues (.2).
Correspond and telephone conference with
working group re invoice issues (.2): review
documents. correspondence re same C.4).
Finalize. file Moelis August 2011 monthly fee
statement (.2): coordinate service of same
with Omni C .U.
Prepare and file affidavit of service re
August fee statement.
Page 4
Innkeepers USA
18 Retention, Fee App, & Monthly Statements
Date Name
10/20/11 Maureen McCarthy
.90
.50
.60
2.00
1. 50
4.70
.60
3.10
1. 30
. 70
.90
.40
Description
bankruptcy rules and U.S. Trustee guidelines
(.4); correspond with working group re
invoice protocols (.5).
Correspond with working group re invoice
protocols.
working group re K&E final fee application
(.9); review and revise invoices re
Trustee guidelines (3.8).
Telephone conference with A. Sathy re escrow
amount.
working group re K&E final fee application
and related issues (.5); correspond with
working group re invoice protocols (.4);
review and revise invoices re compliance with
( 2. 2).
Draft fourth interim and final fee
application.
Review and respond to correspondence with C .
Langbein re fee issues (.2); correspond with
Correspond with working group re invoice
payments (.5); correspond with working group
re review of invoices and timing re K&E final
fee application (.4).
Draft correspondence to The Company re
payment of August invoice C .2); correspond
Page 5
Innkeepers USA
Date Name Hours Description
with C. Langbein re same (.2).
10/22/11 Christopher H Langbein 1.40 Review and revise invoices re compliance with
10/23111 Christopher H Langbein 4.20 Draft and revise K&E final fee application.
(6.8): draft and revise K&E final fee
application (2.5).
10/24111 Brian S Lennon 1. 50 Review and revise final fee application.
10/26111 Christopher H Langbein .40 Office conferences and correspond with
working group re K&E monthly fee application.
69.60 TOTAL HOURS
Page 6
Innkeepers USA
18 Retention. Fee App. & Monthly Statements
Scanned Images
Total
Page 7
346.50
92.40
$ 438.90
Innkeepers USA
DISBURSEMENT DETAIL
Description Amount
10/03/11 Scanned Images 21.30
10117111 Standard Prints .90
121.50
10/21/11 Scanned Images 1. 50
36.45
Total Disbursements
$ 438.90
Page 8
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
Travel
11336-00021
Page 1
FEIN 36-1326630
lnv.# 3831673
$ 59.232.00
$ 123.101.21
$ 182.333.21
Innkeepers USA
21 Travel
Timekeeper Hours
Judson D Brown 9.60
Patrick M Bryan 1.80
Daniel T Donovan 1.30
Peter A Farrell 1. 60
Jeffrey M Gould 2.50
William Guerrieri 2.20
Adam Holbrook 3.30
Jonathan D Janow 2.20
Erin C Johnston 3.30
Mike Jones 4.80
Patrick J King 2.50
Jeffrey G Landis 1. 80
Christopher H Langbein 2.30
Mark E McKane 2.50
Priya G Pai 4.10
Anup Sathy, P.C. 10.50
Todd M Schwartz 14.80
Edwin J U 8.60
Travis J Langenkamp 6.60
Gary M Vogt 5.30
Nathaniel F West 4.50
Kenneth W Dyche 5.00
Kentaro J Ebersole 7.00
108.10
Page 2
Rate Amount
620.00 5,952.00
665.00 1,197.00
755.00 981.50
610.00 976.00
610.00 1,525.00
590.00 1,298.00
485.00 l, 600.50
540.00 l, 188. 00
585.00 l, 930.50
410.00 1,968.00
585.00 1, 462.50
640.00 l, 152.00
590.00 1,357.00
730.00 1,825.00
430.00 l, 763.00
940.00 9,870.00
640.00 9 '472. 00
725.00 6,235.00
290.00 1, 914.00
300.00 1,590.00
210.00 945.00
235.00 1,175.00
265.00 1, 855.00
$ 59,232.00
Innkeepers USA
21 Travel
10/03/11 Edwin J U
10/05/11 Edwin J U
10/07/11 Edwin J U
Hours
1. 30
2.20
2.30
2.50
2.10
2.30
2.10
1. 80
3.50
4.80
1. 50
2.30
1. 50
2.60
Description
Travel from Washington. DC to New York. NY re
deposition and trial preparation (billed at
half time).
Travel from New York. NY to Chicago, IL for
deposition of D. Fischel (billed at half
time).
Travel to Chicago, IL for expert depositions
(billed at half time).
Travel from Chicago. IL to New York. NY re
trial (billed at half time).
Travel from Washington. DC to New York. NY
Travel from New York. NY to Washington. DC re
deposition prep (billed at half time).
Travel from Chicago. IL to New York. NY for
deposition of J. Corgel (billed at half
time).
Travel from Chicago, IL to New York. NY after
expert depositions (billed at half time).
Travel from New York. NY to San Francisco. CA
Travel from Chicago, IL to New York. NY to
attend meetings (billed at half time).
Travel to New York. NY for trial preparation
Travel from New York. NY to Chicago. IL
Travel round-trip from New York. NY to
Atlanta. GA re deposition preparation session
Page 3
Innkeepers USA
21 Travel
Date Name
10/09/11 Mike Jones
10/12/11 Edwin J U
3.00
1. 00
4.80
2.50
2.30
2.30
1. 50
2.00
2.50
3.30
4.10
2.40
2.20
1.70
Description
with lodging expert (billed at half time)
Travel to and from Atlanta. GA to meet with
and prepare J. Corgel for trial (billed at
half time).
Travel from New York. NY to Washington. DC
following trial preparation re adversary
proceeding (billed at half time).
Travel to New York. NY from San Francisco. CA
Travel from Chicago, IL to New York. NY re
Innkeepers v. Cerberus/Chatham trial (billed
at half time).
adversary proceeding (billed at half time).
Travel from Chicago, IL to New York. NY for
Travel from Chicago, IL to New York. NY to
attend meetings re revised Cerberus term
sheet (billed at half time).
deposition and trial preparation (billed at
half time).
Travel from New York. NY to Chicago, IL re
Travel from New York. NY to San Francisco
following deposition and trial preparation
Travel from New York. NY to San Francisco. CA
Cerberus/Chatham trial (billed at half time).
Page 4
Innkeepers USA
21 Travel
Date Name
10/13/11 Mike Jones
Hours
1.80
2.50
1.80
3.50
1.60
1.50
2.50
1.30
2.50
2.50
2.20
5.20
2.00
1.50
2.80
Description
following trial preparation (billed at half
time).
Travel from New York. NY to Washingtion. DC
after trial (billed at half time).
preparing for trial (billed at half time).
Travel from New York. NY to Washington DC
Travel from New York. NY to Chicago. IL re
Travel from New York. NY to Washingtion. D.C
retrial (billed at half time).
Travel from New York. NY to Chicago retrial
meetings (billed at half time).
Travel from New York. NY to San Fransciso. CA
re meeting (billed at half time).
Travel from New York. NY to Washington DC re
Travel from New York. NY to Chicago (billed
at one-half time).
Page 5
Innkeepers USA
21 Travel
Date Name
10/25/11 Anup Sathy. P.C.
Hours
1. 50
1. 50
1. 50
Description
Travel from New York. NY to Chicago, IL
Travel from Chicago. IL to New York. NY to
attend meetings re closing mechanics (billed
at half time).
meetings (billed at half time).
108.10 TOTAL HOURS
Page 6
Innkeepers USA
21 Travel
Travel Expense
Airfare
Transportation to/from airport
Travel Meals
Other Travel Expenses
Trial Office Expenses
Other Trial Expenses
Working Meals/K&E and Others
Miscellaneous Office Expenses
Total
Page 7
242.85
1. 460.25
91.032.88
16.779.37
3.098.32
7.872.16
743.11
13.38
1.500.00
150.00
160.00
48.89
$ 123.101.21
Innkeepers USA
21 Travel
DISBURSEMENT DETAIL
8118111
9110/11
9113/11
9119/11
9/21/11
9/21/11
9/21111
9/26/11
9/27111
9/27111
9/29111
9/30/11
9/30/11
10/01111
10/01/11
10/01111
10/01111
10/01/11
10/01/11
10/01/11
10/01111
10/01111
10/01/11
10/01111
10/01111
10/01/11
10/01/11
10/01/11
Description
Mark McKane. Airfare. Chicago. IL 09/15/2011 to
09/18/2011. (Trial)
Mark McKane. Airfare. New York. NY 09/15/2011 to
09/18/2011. (Trial)
Mark McKane. Airfare. New York. NY 09/18/2011 to
09118/2011. (Trial)
Mark McKane. Airfare. Washington. DC 09/19/2011
to 09/19/2011. (Trial)
Adam Holbrook. Airfare. New York. NY 09/25/2011
to 10112/2011. (Trial Preparation)
to 10/12/2011. (Trial Preparation)
Todd Schwartz. Baggage Fee. (Hearing)
VITAL TRANSPORTATION INC. Passenger: SCHWARTZ
TODD. Transportation to/from airport. Date:
9118/2011
VITAL TRANSPORTATION INC. Passenger: DONOVAN
DANIEL. Transportation to/from airport. Date:
9/25/2011
Todd Schwartz. Travel Meals. (Hearing)
Edwin U. Internet. (Attend Deposition)
Todd Schwartz. Taxi. (Hearing)
Todd Schwartz. Lodging, New York. NY 09/30/2011
to 10/04/2011. (Hearing)
Peter Farrell. Lodging, New York. NY 09/28/2011
Jeffrey Gould. Lodging, New York. NY 09/30/2011
to 10/01/2011. (Trial)
to 10/02/2011. (Trial)
Travis Langenkamp. Travel Meals. (Attend
Deposition) (2 people)
Deposition)
Daniel Donovan. Travel Meals. (Trial) (4 people)
Adam Holbrook. Travel Meals. (Trial Preparation)
K. Farnsworth. Travel Meals. (Trial)
Page 8
Amount
425.31
961.55
-692.78
658.33
781.42
442.23
150.00
25.00
86.29
40.20
3.47
23 0 71
8.73
15.99
6.20
12.50
350.00
328.64
366.67
562.90
40.00
8.09
20.00
20.00
6.53
80.00
11.95
6.53
Innkeepers USA
21 Travel
10/01/11
10/01/11
10/01/11
10/01111
10/01111
10/01/11
10/01/11
10/01/11
10/01111
10/01/11
10/02/11
10/02/11
10/02/11
10/02/11
10/02111
10/02111
10/02111
10/02/11
10/02/11
10/02/11
10/02111
10/02/11
10/02111
10/02111
10/02/11
10/02/11
10/02111
10/02/11
10/02/11
10/02/11
10/02111
10/02111
10/02111
10/02/11
10/02/11
10/02111
Description
Peter Farrell. Travel Meals. (Trial Preparation)
Jeffrey Gould. Travel Meals. (Trial)
Priya Pai. Travel Meals. (Trial)
Patrick Bryan. Travel Meals. (Trial Preparation)
Judson Brown. Travel Meals. (Trial)
Mark McKane. Travel Meals. (Trial)
Adam Holbrook. Internet. (Trial)
Jonathan Janow. Taxi . CTri a l )
Jonathan Janow. Taxi. (Trial)
Todd Schwartz. Lodging. New York. NY 09/30/2011
to 10/04/2011. (Hearing)
Peter Farrell. Lodging. New York. NY 09/28/2011
Jeffrey Gould. Lodging. New York. NY 10/02/2011
to 10/03/2011. (Trial)
Judson Brown. Lodging, New York. NY 09/28/2011 to
10/02/2011. CTri al)
10/02/2011. CTri a l)
Erin Johnston. Transportation To/From Airport.
(Trial)
Deposition)
Deposition) (9 people)
Deposition)
Deposition)
Deposition)
Edwin U. Travel Meals. (Attend Deposition)
Jeffrey Landis. Travel Meals. (Trial)
Erin Johnston. Travel Meals. (Trial)
Page 9
Amount
92.02
10.34
75.00
11.95
8.67
75.00
16.50
19.00
75.00
43.67
13.95
23.00
6.00
6.25
11.70
350.00
328.64
350.00
350.00
893.42
33.26
33.95
180.00
8.29
11.70
5.26
6.01
6.53
10.89
7.88
2.17
6.48
5.34
8.82
2.99
30.00
Innkeepers USA
21 Travel
10/02/11
10/02/11
10/02/11
10/02111
10/02111
10/02/11
10/03/11
10/03111
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03111
10/03111
10/03111
10/03/11
10/03/11
10/03111
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03/11
10/03111
10/03/11
10/03/11
10/03/11
10/03/11
Description
(3 people)
Judson Brown. Travel Meals. CTrial)
Patrick King. Travel Meals. (Trial)
to 10/05/2011. (Hearing)
Adam Holbrook. Lodging, New York. NY 09/25/2011
to 10/03/2011. CTri a l)
K. Farnsworth. Lodging, New York. NY 09/29/2011
to 10/03/2011. CTri a l)
to 10112/2011. CTrial Preparation)
to 10/04/2011. (Trial)
J. Michael Jones. Airfare. New York. NY
10/09/2011 to 10/12/2011. (Court Hearing)
airport. 10/03/2011. EDWIN U
James Sprayregen. Transportation To/From Airport.
(Meeting)
James Sprayregen. Transportation To/From Airport.
(Meeting)
Jeffrey Landis. Travel Meals. (Trial Preparation)
Jeffrey Landis. Travel Meals. (Trial Preparation)
Deposition)
Deposition)
Deposition)
Judson Brown. Travel Meals. (Attend Deposition)
(2 people)
Daniel Donovan. Travel Meals. (Trial)
Page 10
Amount
37.00
20.00
15.00
62.54
22.46
41.27
7.00
6.37
350.00
2,800.00
1.707.72
350.00
350.00
350.00
75.00
28.90
39.47
5.17
5.17
4.84
18.00
20.00
20.00
14.69
40.00
5.00
8.00
7.48
5.17
12.79
12.50
38.31
12.52
Innkeepers USA
21 Travel
10/03111
10/03111
10/04111
10/04/11
10/04111
10/04/11
10/04/11
10/04111
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04111
10/04111
10/04/11
10/04111
10/04111
10/04111
10/04111
10/04/11
10/04/11
10/04/11
10/04111
10/04111
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04/11
10/04111
10/04111
10/04/11
10/04/11
10/04/11
Description
Edwin U. Tips. (Attend Deposition)
Todd Schwartz. Internet. (Hearing)
Travis Langenkamp. Taxi. (Attend Deposition)
Nate West. Taxi. (Trial)
Ken Dyche. Taxi. (Trial)
to 10/05/2011. (Hearing)
to 10/05/2011. (Trial)
Travis Langenkamp. Rail. New York 09/28/2011 to
10/04/2011. (Attend Deposition)
Anup Sathy. Airfare. New York. NY 10/05/2011 to
10/06/2011. (Client Meeting)
Gary Vogt, Airfare. New York. NY 10/08/2011 to
10115/2011. (Court Hearing)
Nate West. Rail. New York. NY 10/04/2011 to
10/04/2011. (Trial)
Ken Dyche. Baggage Fee. (Trial)
Jeffrey Gould. Airfare. New York. NY 10/07/2011
to 10/07/2011. (Trial)
Ken Dyche. Transportation To/From Airport.
(Trial)
Deposition)
Edwin U. Travel Meals. (Attend Deposition) (2
people)
Nate West. Travel Meals. (Trial)
Ken Dyche. Travel Meals. (Trial)
Patrick King, Travel Meals. (Trial) (2 people)
Page 11
Amount
10.89
5.00
16.28
17.00
6.70
9.25
22.25
20.12
15.00
20.25
37.93
350.00
350.00
350.00
162.00
1.156.23
199.28
167.00
100.00
475.70
80.00
20.00
5.44
40.00
8.00
4.00
11.38
13.62
19.25
12.79
13.32
38.00
11.13
75.00
11.98
113.81
Innkeepers USA
21 Travel
10/04/11
10/04/11
10/04/11
10/04111
10/04/11
10/04/11
10/04/11
10/04111
10/05/11
10/05111
10/05111
10/05/11
10/05111
10/05/11
10/05/11
10/05/11
10/05111
10/05/11
10/05/11
10/05111
10/05/11
10/05111
10/05111
10/05/11
10/05111
10/05/11
10/05111
10/05111
10/05/11
10/05111
10/05/11
Description
Jonathan Janow. Travel Meals. (Trial)
Ken Dyche. Tips. (Trial)
Brian Lennon. Working Meal/K&E w/Others. (Client
Meeting) (4 people)
Jeffrey Landis. Supplies. (Trial)
K. Farnsworth. Hotel - Other. (Trial)
Judson Brown. Lodging, Chicago, IL 10/03/2011 to
10/05/2011. (Attend Deposition)
Kentaro Ebersole. Lodging, NY 10/05/2011 to
10/11/2011. (Trial)
to 10/06/2011. (Trial)
Todd Schwartz. Agency Fee. (Hearing)
Travis Langenkamp. Rail. New York. NY 10/06/2011
Todd Schwartz. Baggage Fee. (Hearing)
Kentaro Ebersole. Airfare. New York 10/05/2011 to
10/05/2011. (Trial)
Mark McKane. Airfare. San Francisco. CA
09/15/2011 to 10/12/2011. (Trial) Trial
VITAL TRANSPORTATION INC. Passenger: SCHWARTZ
TODD. Transportation to/from airport. Date:
9/27/2011
VITAL TRANSPORTATION INC. Passenger: DONOVAN.DAN.
airport. 10/05/2011. JUDSON BROWN
airport. 10/05/2011. KENTARO EBERSOLE
VITAL TRANSPORTATION INC. Passenger: PAI.PRIYA.
VITAL TRANSPORTATION INC. Passenger: CORGEL.JACK.
VITAL TRANSPORTATION INC. Passenger: SATHY.ANUP.
Anup Sathy, Travel Meals. (Client Meeting)
Kentaro Ebersole. Travel Meals. (Trial)
Page 12
Amount
15.79
25.50
4.43
27.46
5.00
80.00
41.39
7.50
7.10
38.40
525.07
350.00
350.00
700.00
21.00
462.00
25.00
145.70
199.95
109.55
60.93
79.75
83.00
94.58
51.61
86.54
20.00
20.00
8.00
35.40
64.42
Innkeepers USA
21 Travel
10/05111
10/05/11
10/05/11
10/05111
10/05/11
10/05/11
10/05111
10/05111
10/05/11
10/05/11
10/05/11
10/05111
10/05/11
10/05/11
10/05111
10/05/11
10/05/11
10/06111
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06111
10/06111
10/06/11
10/06111
10/06/11
10/06111
10/06/11
10/06111
10/06/11
10/06111
10/06111
10/06111
Description
Jeffrey Gould. Travel Meals, (Trial)
Jonathan Janow. Travel Meals, (Trial)
Judson Brown, Travel Meals. (Trial)
Adam Holbrook, Travel Meals. (Trial Preparation)
Brian Lennon. Working Meal/K&E w/Others. (Client
Meeting) (4 people)
Judson Brown. Internet. (Trial)
Edwin U, Taxi, (Attend Deposition)
Travis Langenkamp, Taxi. (Trial Preparation)
Vanessa Higareda. Taxi, (Trial)
Jonathan Janow. Taxi, (Trial)
Anup Sathy, Lodging, New York. NY 10/05/2011 to
10/06/2011, (Client Meeting)
10/11/2011. CTri al)
Jeffrey Gould, Lodging, New York. NY 10/06/2011
to 10/07/2011. (Trial)
Mark McKane. Lodging, New York. NY 09/25/2011 to
10/06/2011. (Trial)
Vanessa Higareda. Rail. New York. NY 10/06/2011
to 10/06/2011. CTri al)
Edwin U, Airfare. Atlanta. GA 10/07/2011 to
10/07/2011. (Expert Witness Meeting)
Christopher Langbein. Airfare. New York
10/09/2011 to 10/12/2011. (Restructuring)
Judson Brown. Airfare. Atlanta. GA 10/07/2011 to
10/07/2011. (Witness Meeting)
Vanessa Higareda, Transportation To/From Airport.
(Trial)
Vanessa Higareda. Transportation To/From Airport.
CTri a l)
Page 13
Amount
5.82
12.10
12.13
18.96
7.53
38.31
16.81
8. 71
12.00
8. 71
17.90
12.00
11.87
8.33
15.13
17.47
80.00
15.99
6.00
7.00
14.00
19.92
25.00
350.00
350.00
350.00
350.00
3,850.00
209.00
1,009.40
326.24
951.40
67.00
15.00
5.17
Innkeepers USA
21 Travel
10/06111
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/06/11
10/06/11
10/06111
10/06/11
10/06/11
10/07111
10/07/11
10/07111
10/07/11
10/07111
10/07111
10/07/11
10/07/11
10/07/11
Description
Travis Langenkamp. Travel Meals. (Trial
Preparation)
Preparation) (2 people)
Travis Langenkamp, Travel Meals. (Trial
Preparation)
Preparation)
Vanessa Higareda. Travel Meals. (Trial)
Vanessa Higareda. Travel Meal. (Trial)
Anup Sathy, Parking, Chicago O'Hare (Client
Meeting)
Edwin U. Internet. (Expert Witness Meeting)
to 10/13/2011. (Hearing)
10/11/2011. (Trial)
K. Farnsworth. Lodging, New York. NY 10/03/2011
to 10/07/2011. (Tria 1)
to 10/08/2011. (Trial)
Patrick Bryan. Lodging, New York. New York
09/25/2011 to 10/07/2011. (Trial Preparation)
Patrick King, Lodging, New York. NY 09/30/2011 to
Page 14
Amount
17.42
20.00
8.59
11.94
6.25
134.28
10.75
20.00
6.53
5.75
5.16
6.17
7.29
20.00
7.62
14.26
13.00
10.38
11.39
20.00
7.08
13.85
20.00
11.00
10.89
35.57
102.00
9.95
28.97
350.00
350.00
1.707.72
452.57
410.27
4.200.00
4.032.77
Innkeepers USA
21 Travel
10/07/11
10/07111
10/07/11
10/07111
10/07/11
10/07/11
10/07/11
10/07111
10/07/11
10/07111
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07/11
10/07111
10/07111
10/07/11
10/07111
10/07/11
10/07/11
10/07111
10/07111
10/07111
Description
10/07/2011. (Trial)
Judson Brown. Agency Fee. (Witness Meeting)
SUNNY'S EXECUTIVE SEDAN SERVICE INC -
Transportation to/from airport-09/25/11
BOSTON COACH CORPORATION, Transportation to/from
airport. JUDSON D BROWN
BOSTON COACH CORPORATION. Transportation to/from
airport, JUDSON D BROWN
Jeffrey Gould, Transportation To/From Airport.
CTri al)
Edwin U, Travel Meals, (Expert Witness Meeting)
Preparation)
Preparation)
Preparation)
Judson Brown. Travel Meals. (Witness Meeting)
Judson Brown. Travel Meals. (Witness Meeting)
Ken Dyche. Travel Meals, CTri a l )
Page 15
Amount
58.00
49.70
59.30
49.70
74.58
75.00
75.00
55.38
49.70
87.70
78.10
40.00
18.27
20.00
6.75
2.99
5.00
4.00
15.17
14.70
12.53
50.02
6.37
4.95
28.08
9.80
12.63
10.98
6.21
7.49
8.73
7.49
Innkeepers USA
21 Travel
10/07/11
10/07111
10/07111
10/07111
10/07111
10/07/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08111
10/08/11
10/08111
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08111
10/08111
10/08/11
10/08/11
10/08111
10/08/11
10/08111
10/08111
10/08/11
10/08/11
10/08/11
Description
Jeffrey Gould, Travel Meals. (Trial)
Jonathan Janow, Travel Meals. (Trial)
Travis Langenkamp. Internet. (Trial Preparation)
Edwin U. Taxi, (Attend Deposition)
Todd Schwartz. Taxi, (Hearing)
Travis Langenkamp. Taxi, (Trial Preparation)
Travis Langenkamp. Taxi, (Trial Preparation)
to 10/13/2011. (Hearing)
10/11/2011. CTri a l)
to 10112/2011, (Trial Preparation)
Jeffrey Gould, Lodging, New York. NY 10/08/2011
to 10/09/2011, CTrial)
Jeffrey Gould, Rail, New York. NY 10/08/2011 to
10/08/2011. CTrial)
Priya Pai, Airfare. New York City, NY 10/14/2011
to 10114/2011, (Trial)
Edwin U, Travel Meals. (Attend Deposition)
Edwin U, Travel Meals, (Attend Deposition)
Todd Schwartz. Travel Meals, (Hearing)
Todd Schwartz. Travel Meals, (Hearing)
Gary Vogt, Travel Meals. (Court Hearing)
Gary Vogt, Travel Meals, (Court Hearing)
Jeffrey Landis, Travel Meals. (Trial)
Jeffrey Landis, Travel Meals. (Trial)
Preparation)
Travis Langenkamp, Travel Meals, (Trial
Preparation)
Preparation)
Preparation)
Travis Langenkamp, Travel Meals, CTri a l
Preparation)
Sandra Fiore. Travel Meals. Trial
Page 16
Amount
6.44
6.21
5.44
20.00
20.00
14.97
15.99
6.00
5.52
7.40
7.08
350.00
350.00
452.57
350.00
117.00
-686.70
8.48
20.00
20.00
20.00
20.00
15.82
20.00
10.89
3.76
5.44
20.00
11.18
13.45
60.00
20.00
7.00
75.00
33.98
Innkeepers USA
21 Travel
10/08111
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08111
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08/11
10/08111
10/09/11
10/09111
10/09111
10/09/11
10/09/11
10/09/11
10/09/11
10/09111
10/09111
10/09/11
10/09/11
10/09111
10/09/11
10/09/11
Description
Vanessa Higareda. Travel Meals. CTrial) 07
people)
Vanessa Higareda. Trial. Supplies CTrial)
Vanessa Higareda. Travel Meal. CTrial)
Patrick King, Travel Meals. CTrial)
Jonathan Janow. Travel Meals. CTri a l )
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Daniel T
Donovan. Travel Meals. 10/8/2011. (5 people)
Vanessa Higareda. Trial Office Supplies. New York
NY CTrial)
Will Guerrieri. Internet. (Meeting)
Jeffrey Gould. Internet. (Trial)
Jeffrey Gould. Taxi. (Trial)
to 10113/2011. (Hearing)
10/11/2011. (Trial)
to 10112/2011. CTri a l Preparation)
to 10/10/2011. CTri a l)
Priya Pai. Airfare. San Francisco 10/12/2011 to
10112/2011. CTri al)
airport. CHRISTOPHER H LANGBEIN
airport. 10/09/2011. NANCY SHOBEIRI
Page 17
Amount
6.15
320.00
35.16
11.93
11.55
11.71
5.17
11.27
12.63
20.00
13.07
8.73
7.49
7.49
8.73
20.00
12.17
13.58
20.00
11.00
7.15
100.00
13.38
18.95
13.95
12.40
8.87
350.00
350.00
452.57
350.00
742.70
81.76
79.75
14.68
20.00
20.00
Innkeepers USA
21 Travel
10/09/11
10/09/11
10/09/11
10/09/11
10/09111
10/09111
10/09111
10/09/11
10/09/11
10/09111
10/09/11
10/09/11
10/09/11
10/09111
10/09/11
10/09/11
10/09/11
10/09/11
10/09111
10/09111
10/09/11
10/09/11
10/09111
10/09111
10/09/11
10/09111
10/09/11
10/09/11
10/09/11
10/09/11
10/09111
10/09/11
10/09/11
10/09111
10/09111
10/09111
10/09111
10/09/11
10/09/11
10/09/11
Description
Anup Sathy, Travel Meals. (Court Hearing)
Anup Sathy, Travel Meals. (Court Hearing)
Nancy Shobeiri. Travel Meals. (Court Hearing)
Gary Vogt. Travel Meals. (Court Hearing)
Preparation)
Preparation)
Gary Vogt, Travel Meals. (Court Hearing) (6
people)
Preparation)
Preparation)
Travis Langenkamp. Trave 1 Mea 1 s. CTri a l
Preparation)
Christopher Langbein. Travel Meals.
(Restructuring)
Will Guerrieri. Travel Meals. (Meeting)
Sandra Fiore. Travel Meal. (Trial)
Vanessa Higareda. Travel Meal. (Trial)
Erin Johnston. Trave 1 Mea 1 s. CTri a l )
SEAMLESSWEB PROFESSIONAL SOLUTIONS INC. Daniel T
Page 18
Amount
11.39
11.98
5.44
20.00
7.38
7.35
5.99
16.33
20.00
9.54
120.00
12.23
7.09
8.87
18.27
360.00
5.33
23.07
6.38
5.51
3.29
6.17
15.21
20.00
26.00
6.20
9 0 76
11.98
8.73
7.49
7.49
8.73
9.98
10.20
14.45
20.00
10.88
12.00
55.00
100.00
Innkeepers USA
21 Travel
10110/11
10110/11
10110/11
10110/11
10110111
10110111
10110/11
10/10/11
10110/11
10110111
10/10111
10/10/11
10110/11
10110/11
10/10/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10/10/11
10110111
10110/11
10110/11
10110/11
10110111
10110/11
10110/11
10110/11
10110111
10110111
10110/11
10/10/11
10110111
Description
Donovan. Travel Meals. 10/9/2011. (5 people)
Jeffrey Gould. Internet. (Trial) Trial
Jeffrey Gould. Taxi. (Trial) Trial
Priya Pai . Taxi . (Trial)
Jeffrey Landis. Lodging. New York. NY 09/30/2011
to 10111/2011. (Trial)
to 10113/2011. (Hearing)
J. Michael Jones. Lodging, New York. NY
10/09/2011 to 10/10/2011. (Court Hearing)
Kentaro Ebersole. Lodging. NY 10/05/2011 to
10/11/2011. (Trial)
to 10/11/2011. (Trial)
Preparation)
James Sprayregen. Travel Meals. (Meeting)
Preparation)
Preparation)
Page 19
Amount
13.95
7.40
7.10
8.00
9.70
23.78
3.850.00
350.00
350.00
350.00
350.00
350.00
7.45
8.15
10.89
7.08
12.62
8.48
20.00
13.07
14.71
60.05
12.45
11.50
9.47
3.54
8.08
7.02
60.00
100.00
40.00
13.06
7.97
10.34
75.00
Innkeepers USA
21 Travel
10110/11
10110/11
10110111
10110/11
10110111
10110/11
10110/11
10110111
10110/11
10110/11
10110/11
10110/11
10110/11
10110111
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110/11
10110111
10110111
10110/11
10/11/11
10111111
10/11/11
10111/11
10111/11
10111111
10/11111
10/11111
10/11/11
10111111
10/11/11
10111111
10111/11
10/11/11
10111/11
10111/11
10111111
10111/11
10/11/11
10111111
Description
Ken Dyche. Travel Meals. (Trial) (2 people)
Jeffrey Gould. Travel Meals. CTrial)
Judson Brown. Working Meal/K&E Only, (Trial) (2
people)
Jeffrey Gould. Internet. (Trial )
Jonathan Janow. Internet. (Trial)
Judson Brown. Internet. (Trial)
Jeffrey Landis. Taxi. (Trial)
Jeffrey Landis. Taxi. (Trial)
Travis Langenkamp. Taxi. (Trial Preparation)
J. Michael Jones. Taxi. (Court Hearing)
Erin Johnston. Taxi. (Trial)
Priya Pai. Taxi. (Trial)
Judson Brown. Taxi. (Trial)
to 10113/2011. (Hearing)
J. Michael Jones. Lodging. New York. NY
10/10/2011 to 10/11/2011. (Court Hearing)
Page 20
Amount
8. 71
6.70
20.00
57.00
6.49
11.98
34.93
8.73
7.49
9.98
63.56
10.82
48.50
40.00
2.40
12.30
75.00
21.23
6.53
8.00
14.00
22.81
20.00
150.00
13.95
31.98
15.99
12.00
11.90
6.60
7.10
22.70
20.91
15.37
21.00
40.00
21.26
9.96
10.80
20.00
36.00
350.00
461.35
350.00
Innkeepers USA
21 Travel
10111111
10/11/11
10/11/11
10/11/11
10111/11
10111/11
10/11111
10/11/11
10111111
10/11111
10/11/11
10111/11
10/11/11
10111111
10111111
10111111
10/11111
10111111
10111/11
10111/11
10/11/11
10111/11
10/11/11
10/11/11
10111/11
10111111
10111/11
10/11/11
10111111
10/11/11
Description
10/11/2011. (Trial)
Erin Johnston. Lodging. New York 10/02/2011 to
10/11/2011. (Trial)
to 10112/2011. CTri a l)
Todd Schwartz. Airfare. New York. New York
10/07/2011 to 10/13/2011. (Hearing) .
Judson Brown. Airfare. Syracuse. NY 10/11/2011 to
10/11/2011. (Trial)
Erin Johnston. Airfare. New York 10/11/2011 to
10/11/2011. (Trial)
Ken Dyche. Airfare. New York. NY 10/04/2011 to
10/12/2011. (Trial)
CTrial)
CTrial)
Preparation)
Vanessa Higareda. Travel Meals. (Trial) (2
people)
Kentaro Ebersole.
Nate West. Travel
Nate West. Travel
Nate West. Travel
Kentaro Ebersole.
people)
Travel
Meals.
Meals.
Meals.
Travel
Meals. CTri al)
CTri al)
CTri a l)
(Trial)
Meals. (Trial) (7
C7 people)
Erin Johnston. Travel Meals. CTri a l )
Daniel Donovan. Travel Meals. (Settlement) New (6
people)
Patrick King, Travel Meals. CTrial) (3 people)
Page 21
Amount
350.00
2.250.00
350.00
1. 320.60
590.70
475.70
492.40
42.00
10.80
5.19
8.06
22.50
54.94
8.65
40.00
40.00
140.00
4.91
22.08
6.34
9.54
3.76
10.19
75.60
140.00
7.78
120.00
5.28
9.48
60.00
Innkeepers USA
21 Travel
10111111
10111/11
10/11111
10111111
10/11/11
10/11111
10111/11
10/11/11
10/11111
10/11/11
10111111
10111/11
10111111
10111/11
10/11/11
10111111
10111/11
10/11111
10112111
10112/11
10112111
10112/11
10112/11
10112111
10112/11
10/12111
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112111
10112/11
10112/11
10112/11
10112111
10112/11
10112111
10112/11
Description
Patrick King, Travel Meals. <Trial)
Patrick Bryan. Travel Meals. <Trial Preparation)
(3 people)
Erin Johnston. Travel Meals. <Trial)
Judson Brown. Travel Meals. <Trial)
Travis Langenkamp. Conference services. (Trial
Preparation)
John Gonzalez. Mileage, (Court Hearing)
John Gonzalez. Parking. new york (Court Hearing)
Travis Langenkamp. Conference Services
Travis Langenkamp. Internet. (Trial Preparation)
Adam Holbrook. Internet. (Trial Preparation)
Anup Sathy, Taxi. (Court Hearing)
Gary Vogt, Metra/Public Transportation. New York.
NY (Court Hearing)
Gary Vogt. Metra/Public Transportation. New York.
NY (Court Hearing)
Will Guerrieri . Taxi . (Meeting)
Will Guerrieri . Taxi , (Meeting)
K. Farnsworth. Taxi . (Trial )
K. Farnsworth. Taxi. (Trial)
Ken Dyche. Taxi. <Trial)
Patrick King. Taxi. <Trial)
Page 22
Amount
8.73
8.73
7.49
7.49
6.75
13.27
14.32
7.68
60.00
14.19
20.00
5.44
9.00
6.57
350.00
6.11
18.00
1. 500. 00
15.99
13.95
17.00
2.50
2.50
8.20
16.50
9.87
10.37
21.40
20.48
8.60
20.90
40.00
21.35
19.34
11.76
120.00
15.00
37.67
13.00
10.92
10.32
15.00
15.00
Innkeepers USA
21 Travel
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112111
10112/11
10112/11
10112/11
10112111
10112/11
10112111
10112/11
10112/11
10112/11
10112111
10112/11
10112/11
10112111
10112111
10112/11
10112/11
Description
Adam Holbrook. Taxi. (Trial Preparation)
Edwin U, Lodging. New York 10/05/2011 to
10112/2011. (Attend Deposition)
Travis Langenkamp. Lodging, New York. NY
10/06/2011 to 10/12/2011. (Trial)
to 10113/2011. CHeari ng)
Nathaniel West. Lodging. New York. NY 10/07/2011
Vanessa Higareda. Lodging, New York. NY
10/07/2011 to 10112/2011. CTri a l Preparation)
Christopher Langbein. Lodging, New York
10/09/2011 to 10/12/2011. (Restructuring)
J. Michael Jones. Lodging, New York. NY
10/12/2011 to 10/13/2011. (Court Hearing)
Will Guerrieri. Lodging, New York. NY 10/09/2011
to 10/13/2011. (Meeting)
Adam Holbrook. Lodging, New York. NY 10/03/2011
Nate West. Lodging, New York. NY 10/04/2011 to
10/07/2011. CTri al)
Daniel Donovan. Lodging, New York. NY 09/25/2011
to 10/11/2011. CTri a l)
Ken Dyche. Lodging, New York. NY 10/04/2011 to
10/12/2011. (Trial)
Patrick King. Lodging, New York. NY 10/07/2011 to
10/12/2011. (Trial)
Priya Pai. Lodging, New York. NY 09/27/2011 to
10/12/2011. (Trial)
Patrick Bryan. Lodging, New York. New York
10/07/2011 to 10/12/2011. (Trial Preparation)
10/12/2011. (Trial)
Mark McKane. Lodging. New York. NY 10/06/2011 to
10112/2011. CTri al)
Vanessa Higareda. Rail. New York. NY 10/12/2011
to 10112/2011. (Trial)
Jeffrey Landis. Rail. New York. NY 10/12/2011 to
10/12/2011. (Trial)
Daniel Donovan. Rail. New York. NY 10/12/2011 to
10/12/2011. (Trial)
10/09/2011 to 10/13/2011. (Court Hearing)
K. Farnsworth. Rail. New York. NY 10/12/2011 to
10112/2011. CTrial)
Nate West. Rail. New York. NY 10/12/2011 to
Page 23
Amount
16.00
17.00
2.450.00
2.100.00
350.00
1.750.00
1.750.00
350.00
350.00
1.750.00
2.250.00
1,050.00
5.950.00
2.800.00
1.750.00
5.600.00
1.750.00
3.500.00
2.100.00
237.00
269.00
297.00
141.36
237.00
190.00
Innkeepers USA
21 Travel
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112111
10112111
10112111
10112111
10112/11
10112/11
10112111
10112/11
10112/11
10112/11
10112111
10/12111
10112/11
10112111
10112111
10112/11
10112/11
10112111
10112111
10112/11
10112111
10112/11
10112/11
10112/11
Description
10/12/2011. (Trial)
Peter Farrell. Rail. New York. NY 10/12/2011 to
10112/2011. (Trial Preparation)
Ken Dyche. Baggage Fee. (Trial)
Patrick King. Rail. New York. NY 10/12/2011 to
10/12/2011. (Trial)
Jeffrey Gould. Rail. New York. NY 10/12/2011 to
10/12/2011. (Trial)
Jonathan Janow. Rail. New York. NY 10/12/2011 to
10112/2011. CTri a l)
Adam Holbrook. Baggage Fee. (Trial Preparation)
Priya Pai. Baggage Fee. (Trial) Baggage fee-
Innkeepers Trial
Patrick Bryan. Rail. New York. New York
10112/2011 to 10112/2011. (Trial Preparation)
Judson Brown. Rail. New York to DC 10/12/2011 to
10/12/2011. CTrial)
Kentaro Ebersole. Airfare. NYC 10/12/2011 to
10112/2011. CTri a l)
Edwin U. Transportation To/From Airport. (Attend
Deposition)
airport. CHRISTOPHER H LANGBEIN
CTrial)
(Trial)
(Trial)
Peter Farrell. Transportation To/From Airport.
(Trial Preparation)
Ken Dyche. Transportation To/From Airport. (Trial)
Priya Pai. Transportation To/From Airport. (Trial)
Adam Holbrook. Transportation To/From Airport.
(Trial Preparation)
airport. 10/12/2011. KENTARO EBERSOLE
Travis Langenkamp. Travel Meals. CTrial
Page 24
Amount
200.00
100.00
200.00
247.00
162.00
25.00
25.00
269.00
162.00
338.70
17.00
70.56
15.00
14.00
65.00
10.20
85.00
55.15
55.00
83.75
7.55
20.00
20.00
6.99
4.84
9.49
9.02
19.76
13.07
15.25
Innkeepers USA
21 Travel
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112/11
10112111
10112111
10112/11
10112/11
10112/11
10112/11
10112111
10112111
10112111
10112/11
10112/11
10113111
10113111
10113111
10113111
10113111
10113111
10113111
10113/11
10113/11
10113/11
10113/11
10113/11
10113111
Description
Preparation)
Will Guerrieri . Travel Meals. C Meeting)
Nate West. Travel Meals. (Trial) New York. NY
Trial in New York.
Adam Holbrook. Travel Meals. CTrial Preparation)
(2 people)
Vanessa Higareda. Travel Meals. (Trial) (2 people)
Gary Vogt, Taxi. (Court Hearing)
Anup Sathy, Lodging, New York. NY 10/09/2011 to
10/13/2011. (Court Hearing)
Nancy Shobeiri. Lodging, New York. NY 10/09/2011
to 10/13/2011. (Court Hearing)
Kelly Farnsworth. Lodging, New York Palace. NY.
NY 10/06/2011 to 10/13/2011. (Trial Preparation)
10/09/2011 to 10113/2011. (Court Hearing)
Will Guerrieri. Airfare. Chicago, IL 10/13/2011
to 10/13/2011. (Meeting)
airport. 10/13/2011. NANCY SHOBEIRI
Page 25
Amount
100.00
7.00
20.00
3.10
8.38
12.10
18.71
11.95
4.57
3.50
4.35
9.36
12.50
32.72
11.23
14.00
21.55
6.75
14.00
8.00
20.00
14.02
11.34
7.90
8.00
7.90
11.20
7.00
36.50
47.00
1.400.00
1.400.00
2.450.00
9.65
396.70
87.00
83.75
Innkeepers USA
21 Travel
10113/11
10113/11
10113/11
10113/11
10113/11
10113/11
10113/11
10114/11
10114/11
10114/11
10114/11
10115111
10115/11
10118/11
10/18/11
10119111
10119/11
10119111
10119/11
10/20/11
10/20111
10/21/11
10/21/11
10/21111
10/21/11
10/25111
10/25/11
10/25111
10/25/11
10/25/11
Description
airport, 10/13/2011, WILLIAM GUERRIERI
Nancy Shobeiri, Travel Meals, (Court Hearing)
Preparation)
Will Guerrieri, Travel Meals, (Meeting)
Anup Sathy, Parking, Chicago, IL (Court Hearing)
LUXURY WORLDWIDE TRANSPORTATION LLC - Local
Transportation, N West, 10/7/11
Gary Vogt, Airfare, New York 10/08/2011 to
10/15/2011, (Court Hearing)
Gary Vogt, Transportation To/From Airport, (Court
Hearing)
Jonathan Janow, Lodging, New York, NY 10/02/2011
to 10/07/2011, (Trial)
Jonathan Janow, Lodging, New York, 10/07/2011 to
10112/2011, (Trial)
Gary Vogt, Lodging, New York, NY 10/14/2011 to
10115/2011, CHeari ng)
10113/2011, (Hearing)
10114/2011, (Hearing)
Anup Sathy, Airfare, New York, NY 10/20/2011 to
Anup Sathy, Internet, (Court Hearing)
Anup Sathy, Travel Meals, (Court Hearing)
Anup Sathy, Lodging, New York, NY 10/20/2011 to
Anup Sathy, Parking, Chicago O'Hare (Court
Hearing)
Transportation to/from airport-10/12/11.
SONNY'S EXECUTIVE SEDAN SERVICE INC -
Page 26
Amount
12.57
9.02
10.51
20.00
13.06
11.53
204.00
109.21
9.02
8.44
15.51
290.24
42.00
l, 750. 00
l, 750. 00
350.00
1,750.00
350.00
l, 161.36
15.99
10.89
350.00
8.15
8. 71
53.00
49.70
49.70
49.70
55.38
78.10
Innkeepers USA
21 Travel
10/25/11
10/25/11
10/25/11
Description
Total Disbursements
Page 27
Amount
55.38
49.70
87.70
$ 123.101.21
November 22. 2011
Innkeepers USA
Suite 306
IN THE MATTER OF
File No:
U.S. Trustee Issues
11336-00022
Page 1
FEIN 36-1326630
lnv.# 3831674
$ 208.50
$ . 00
$ 208.50
Innkeepers USA
22 U.S. Trustee Issues
Timekeeper Rate Amount
Jennifer Marines .30 695.00 208.50
.30 $ 208.50
Page 2
Innkeepers USA
22 U.S. Trustee Issues
Date Name
.30
Description
Correspond with P. Schwartzberg and the
Company re U.S. Trustee third quarter
disbursements .
. 30 TOTAL HOURS
Page 3

10000005592

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Hearing Date: December 13, 2011 at 2:00 p.m.

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