10000004733

Hearing Date: June 7, 2011 at 2:00 PM Objection Deadline: May 27, 2011 at 4:00 PM
Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
SUMMARY SHEETS PURSUANT TO UNITED STATES TRUSTEE GUIDELINES FOR REVIEWING APPLICATIONS FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FILED UNDER 11 U.S.C. 330
SECOND INTERIM FEE APPLICATION Name of Applicant: Fried, Frank, Harris, Shriver & Jacobson LLP
Authorized to Provide Professional Services to: Committee of Independent Trustees of the Board of Trustees of Innkeepers USA Trust Date of Retention: Order entered on November 10, 2010 retaining Fried, Frank, Harris, Shriver & Jacobson LLP, nunc pro tunc to September 10, 2010 Total Fees Requested: Total Expenses Requested: $1,062,934.50 $35,192.37
Current Application:
The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.
Prior Interim Applications:
First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 817]
Prior Monthly Applications:
Date Filed 11/24/2010 12/23/2010 1/26/2011 3/15/2011 3/23/2011 4/29/2011
Period Covered 9/10/2010-10/31/2010 11/1/2010-11/30/2010 12/1/2010-12/31/2010 1/1/2011-1/31/2011 2/1/2011-2/28/2011 3/1/2011-3/31/2011
Requested Fees Expenses $243,259.00 $3,458.29 $85,206.00 $3,182.31 $137,010.50 $1,589.43 $234,653.50 $3,207.92 $385,770.50 $16,770.64 $305,500.00 $13,624.38
Paid Fees Expenses $194,607.20 $3,458.29 $68,164.80 $3,182.31 $109,608.40 $1,589.43 $187,722.80 $3,207.92 $308,616.40 $16,770.64
COMPENSATION BY PROFESSIONAL DECEMBER 1, 2010 THROUGH MARCH 31, 2011
Name of Professional Individual
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm in 1981 and became a Partner in 1984. Member of NY Bar since 1978. Joined firm in 1980 and became a Partner in 1986. Member of NY Bar since 1980. Joined firm in 1994 as a Partner. Member of NY Bar since 1972. Joined firm in 1976 and became a Partner in 1983. Member of NY Bar since 1977. Joined firm as Of Counsel in 1989. Member of NY Bar since 1973. Joined firm as an Associate in 2005. Member of NY Bar since 2006. Joined firm as an Associate in 2006. Member of NY Bar since 2007. Joined firm as an Associate in 2006. Member of NY Bar since 2007. Joined firm as an Associate in 2007. Member of NY Bar since 2007. Joined firm as an Associate in 2008. Member of NY Bar since 2009. Joined firm as an Associate in 2010. Member of NY Bar since 2010. Joined firm as an Associate in 2011. Member of NY Bar since 2011.
Hourly Billing Rate during Fee Period2
Total Hours Billed during Fee Period
Total Compensation Requested during Fee Period $202,070.00
Brad Eric Scheler
$1,100.00
183.70
Bonnie Steingart
$925.00$970.00
347.00
$335,325.50
Laraine Rothenberg
$970.00
.50
$485.00
Jean Hanson
$925.00
.50
$462.50
Alan Resnick
$1,000.00
8.60
$8,600.00
Mindy Meyers
$610.00
2.60
$1,586.00
Matthew Roose
$550.00$580.00 $580.00
366.50
$210,911.00
Peter Siroka
3.40
$1,972.00
Jon Finelli
$550.00
110.10
$60,555.00
Carl Stapen
$495.00
1.50
$742.50
Gabriel Libhart
$440.00$460.00 $395.00
365.20
$167,718.00
Cedrick MendozaTolentino
130.50
$51,547.50
The hourly rates of certain Fried Frank attorneys and paraprofessionals increased during the Fee Period.
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm as an Associate in 2011. Member of NY Bar since 2010. Joined firm as a Law Clerk in 2011. Application to the NY Bar pending. E-Discovery and Practice Technology Support Manager since 2002. Joined firm in 2002. E-Discovery and Practice Technology Support Analyst since 2010. Joined firm in 2010. E-Discovery and Practice Technology Support Analyst since 2009. Joined firm in 2009. Legal Assistant since 2010. Joined firm in 2010.
Hourly Billing Rate during Fee Period2
Steven Starr
$395.00
22.10
Stephanie Matko
$395.00
4.20
$1,659.00
Natalie C. Spano
$265.00
8.50
$2,252.50
Leo Roymisher
$265.00
15.90
$4,213.50
Joseph Chan
$265.00
13.00
$3,445.00
Meryl Yang TOTALS
$200.00
3.30 1,587.10
$660.00 $1,062,934.50
Blended Rate (including paraprofessionals): $669.73 Blended Rate (excluding paraprofessionals): $680.52
COMPENSATION BY PROJECT CATEGORY DECEMBER 1, 2010 THROUGH MARCH 31, 2011
Matter Number 2 3 4 5 6 7 8 Totals
Matter Description
Total Billed Hours
Communications with Independent Committee Board Meetings Hearings and Court Issues Plan Process Communications with Creditors and Interest Holders Retention and Fee Application Issues Litigation Relating to Plan Process
100.30 193.40 67.30 265.10 34.70 40.70 885.60 1,587.10
Total Fees Requested $92,578.00 $157,798.50 $51,070.50 $210,309.50 $30,963.00 $20,298.00 $499,917.00 $1,062,934.50
EXPENSE SUMMARY DECEMBER 1, 2010 THROUGH MARCH 31, 2011
Nature of Disbursements Duplicating Meals Travel, Airfare, and Other Transportation Data Research Telephone/Teleconferencing Messenger Service and Postage Secretarial Court Reporting Total
Amount $7,236.20 $1,416.75 $3,354.46 $1,314.10 $3,107.42 $656.08 $505.86 $17,601.50 $35,192.37
Hearing Date: June 7, 2011 at 2:00 PM Objection Deadline: May 27, 2011 at 4:00 PM
Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
SECOND INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM DECEMBER 1, 2010 THROUGH MARCH 31, 2011
TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE: Fried, Frank, Harris, Shriver & Jacobson LLP (Fried Frank), counsel for the committee of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust (the Board) in the above-captioned cases (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code), hereby submits this second
interim fee application (the Fee Application) for (a) payment of compensation in the amount of $1,062,934.50 for the reasonable and necessary legal services rendered by Fried Frank on behalf of the Independent Committee (the Fees) during the period from December 1, 2010 through March 31, 2011 (the Fee Period), and (b) reimbursement in the amount of $35,192.37 for the actual and necessary expenses incurred and posted (the Expenses) during the Fee Period. Fried Franks submits this Fee Application pursuant to sections 330 and 331 of the Bankruptcy Code and in accordance with the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order), the order of the Court dated November 9, 2010 [Dkt. No. 701] (the Independent Committee Order) 2 approving the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (i) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (ii) Authorizing the Debtors to Compensate the Members of the Independent Committee [Dkt. No. 587] (the Independent Committee Motion), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), Rule 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules), the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by this Court on November 25, 2009 (the Amended Guidelines), and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. 330 (the UST Guidelines). In support of this Fee Application, Fried Frank respectfully states as follows:
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A copy of the Independent Committee Order is attached hereto as Exhibit A.
PRELIMINARY STATEMENT 1. During the Fee Period, a number of important issues required the attention of
Fried Frank. Fried Frank devoted a significant amount of professional effort to (a) reviewing, drafting, and communicating with the Independent Committee and the Debtors with respect to the Debtors Motion for Entry of an Order (i) Authorizing the Debtors to Enter into the Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, (ii) Approving the New Party/Midland Commitment Between the Debtors and Midland Loan Services, (iii) Approving Bidding Procedures, (iv) Approving Bid Protections, (v) Authorizing an Expense Reimbursement to Bidder D, and (vi) Modifying Cash Collateral Order to Increase Expense Reserve [Dkt. No. 820] (the Stalking Horse Motion); (b) reviewing and evaluating information about the Debtors restructuring alternatives and communicating with the Independent Committee regarding these alternatives; (c) reviewing and evaluating stalking horse proposals received by the Debtors and communicating with the Debtors and the Independent Committee regarding these alternatives; (d) reviewing and producing electronic communications and other documents in connection with multiple document requests related to the Stalking Horse Motion; (e) preparing for and attending depositions related to the Stalking Horse Motion; (f) preparing for and attending the hearing in connection with the Stalking Horse Motion; (g) reviewing the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No. 1094] (the Plans) and Disclosure Statement for Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Dkt. No. 1093] (the Disclosure Statement); (h) preparing for and attending Independent Committee meetings; (i) preparing for and attending Board meetings; (j) preparing for and attending hearings and status conferences in the Chapter 11 Cases; and (k) communicating with creditors and interest holders of the Debtors. 3
2.
The Interim Compensation Order provides that at four-month intervals or such
other intervals that the Court deems appropriate, each of the professionals retained in the Chapter 11 Cases shall serve and file with the Court an application for interim Court approval and allowance of the compensation and reimbursement of expenses sought by such professional in its monthly applications, including any holdbacks, filed during the interim fee period, pursuant to section 331 of the Bankruptcy Code. The Independent Committee Order provides that Fried Frank shall apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court made applicable to professionals retained in accordance with section 327 of the Bankruptcy Code, including the Interim Compensation Order and such amounts shall be administrative expenses under section 503 of the Bankruptcy Code to the same extent as professionals retained in accordance with section 327 of the Bankruptcy Code. In accordance with the Independent Committee Order and the Interim Compensation Order, Fried Frank submits this Fee Application. BACKGROUND 3. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with
the Court under chapter 11 of the Bankruptcy Code commencing these Chapter 11 Cases. The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
4.
On July 28, 2010, the United States Trustee for the Southern District of New York
(the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 5. On September 10, 2010, Fried Frank was retained by members of the Independent
Committee to advise, assist, and represent the Independent Committee and its members in connection with the Chapter 11 Cases. 6. 7. On November 9, 2010, the Court entered the Independent Committee Order. Pursuant to the Independent Committee Order, the Debtors were authorized to
satisfy, pay, and reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel representing and advising the Independent Committee in connection with the Independent Committee (i) reviewing and evaluating information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals received relating to a chapter 11 plan or other restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and (iv) addressing any conflicts of interest appropriately. 8. Pursuant to the Independent Committee Order and the Interim Compensation
Order, during the Fee Period Fried Frank filed monthly applications for compensation for services and reimbursement of expenses as attorneys for the Independent Committee on January 26, 2011 (the Third Monthly Application); March 15, 2011 (the Fourth Monthly Application); March 23, 2011 (the Fifth Monthly Application); and April 29, 2011 (the Sixth Monthly Application) [Dkt. Nos. 866, 1017, 1048 & 1171, respectively]. The Third Monthly Application requested payment of compensation in the amount of $109,608.40 (80% of
$137,010.50) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $1,589.43. The Fourth Monthly Application requested payment of compensation in the amount of $187,722.80 (80% of $234,653.50) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $3,207.92. The Fifth Monthly Application requested payment of compensation in the amount of $308,616.40 (80% of $385,770.50) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $16,770.64. The Sixth Monthly Application requested payment of compensation in the amount of $244,400.00 (80% of $305,500.00) on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $13,624.38. 9. On February 18, 2011, Midland Loan Services, Inc. (Midland) filed Midland's
Reservation Of Rights With Respect To The Monthly Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from December 1, 2010 through December 31, 2010 [Dkt. No. 934] (the February Reservation of Rights). In the February Reservation of Rights, Midland did not object to the payment of Fried Franks fees and expenses requested in the Third Monthly Application. Midland stated the holdback appears to be adequate to address issues that might arise in an objection to a future interim or final fee application to be submitted under 11 U.S.C. 330 or 331.
10.
On March 18, 2011, Midland filed Midland's Reservation Of Rights With Respect
To The Monthly Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from January 1, 2011 through January 31, 2011 [Dkt. Not. 1032] (the March Reservation of Rights). In the March Reservation of Rights, Midland did not object to the payment of Fried Franks fees and expenses requested in the Fourth Monthly Application. Midland stated the holdback appears to be adequate to address issues that might arise in an objection to a future interim or final fee application to be submitted under 11 U.S.C. 330 or 331. 11. No objections were received to the Fifth Monthly Application. The objection
deadline for the Sixth Monthly Application is May 20, 2011. 12. Pursuant to the Independent Committee Order and the Interim Compensation
Order, on January 14, 2011, Fried Frank filed the First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 817] (the First Interim Application). The First Interim Application requested payment of compensation in the amount of $328,465.00 on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank and reimbursement of actual and necessary costs and expenses in the amount of $6,640.60. 13. On January 27, 2011, the U.S. Trustee filed the Objection to Motion for First
Interim Fees and Expenses [Dkt. No. 869] (the UST Objection). In the UST Objection, the U.S. Trustee objected to certain fees charged in connection with the Independent Committee Motion and the Independent Committee Order. On February 18, 2011, Midland filed Midland
Loan Services' Reservation of Rights With Respect to the First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 935] (the Midland Interim Reservation of Rights). In the Midland Interim Reservation of Rights, Midland stated Midland specifically reserves its rights to assert objections to fees or expenses (or both) listed on the First Interim Fee Application in an objection to a final fee application to be submitted under 11 U.S.C. 330 or 331. Also on February 18, 2011, Lehman ALI Inc. (Lehman) filed Lehmans Reservation of Rights of Lehman ALI Inc. with Respect to the First Interim Fee Application of Fried, Frank, Harris, Shriver & Jacobson LLP for Compensation for Services and Reimbursement of Expenses as Attorneys for the Independent Committee for the Period from July 19, 2010 through November 30, 2010 [Dkt. No. 938] (the Lehman Interim Reservation of Rights). In the Lehman Interim Reservation of Rights, Lehman stated Lehman hereby reserves all rights with respect to the Fried Frank Fee Application. In doing so, Lehman specifically reserves the right to assert objections to fees and expenses incurred by Fried, Frank, Harris, Shriver & Jacobson LLP at the final hearing to approve such fees and expenses. On March 31, 2011, this Court signed an order approving the fees and expenses requested in the First Interim Application on an interim basis in the amount of $313,465.00 on account of actual and necessary professional services rendered to the Independent Committee by Fried Frank (which amount reflects a voluntary $15,000.00 waiver of fees pursuant to an agreement with the U.S. Trustee in connection with the UST Objection) and reimbursement of actual and necessary costs and expenses in the amount of $6,640.60.
JURISDICTION AND VENUE 14. This Court has jurisdiction over the Fee Application pursuant to 28 U.S.C.
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1409. COMPLIANCE WITH APPLICABLE ORDERS AND GUIDELINES 15. This Fee Application has been prepared in compliance with the Interim
Compensation Order, the Independent Committee Order, the Bankruptcy Rules, the Local Rules, the Amended Guidelines, and the UST Guidelines. Pursuant to the Amended Guidelines, a certification regarding compliance is attached hereto as Exhibit B. SUMMARY OF APPLICATION 16. Since its retention by the Independent Committee, Fried Frank has acted as
counsel to the Independent Committee and has advised the Independent Committee with respect to numerous issues in the Chapter 11 Cases. As more fully described below, the professional services rendered through the Fee Period by Fried Frank have included, among others: A. B. reviewing, drafting, and communicating with the Independent Committee and the Debtors with respect to the Stalking Horse Motion; reviewing and evaluating information about the Debtors restructuring alternatives and communicating with the Independent Committee regarding these alternatives; reviewing and evaluating stalking horse proposals received by the Debtors and communicating with the Debtors and the Independent Committee regarding these alternatives; reviewing and producing electronic communications and other documents in connection with multiple document requests related to the Stalking Horse Motion; preparing for and attending depositions related to the Stalking Horse Motion; preparing for and attending the hearing in connection with the Stalking Horse Motion; 9
C.
D.
E. F.
G. H. I. J. K. 17.
reviewing the Plans and Disclosure Statement; preparing for and attending Independent Committee meetings; preparing for and attending Board meetings; preparing for and attending hearings and status conferences in the Chapter 11 Cases; and communicating with creditors and interest holders of the Debtors.
During the Fee Period, members, counsel and associates of Fried Frank have
addressed, and continue to address, the issues and concerns of the Independent Committee in an effort to assist with the reorganization of the Debtors business and to maximize the value of the Debtors estates. 18. During the Fee Period, the partners, counsel, associates and paraprofessionals of
Fried Frank devoted 1,587.10 hours in the rendition of professional services on behalf of the Independent Committee. A schedule setting forth the number of hours expended by each of the partners, counsel, associates and paraprofessionals of Fried Frank accompanies this Fee Application as Exhibit C. 19. In addition, Fried Frank is requesting reimbursement of disbursements in the
amount of $35,192.37 for expenses incurred and posted during the Fee Period. With respect to the disbursements incurred and posted, Fried Frank has eliminated disbursements that are noncompensable. A schedule setting forth the categories of expenses for which Fried Frank is seeking reimbursement and the total amount for each expense category is attached hereto as Exhibit D. 20. Pursuant to section b.4. of the UST Guidelines, a schedule setting forth a
description of the project categories utilized by Fried Frank in the Chapter 11 Cases, the number of hours expended by the partners, counsel, associates, and paraprofessionals of Fried Frank by
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project category, and the aggregate fees associated with each project category is attached hereto as Exhibit E. 21. There does not exist any agreement or understanding between Fried Frank and
any other entity for the sharing of compensation to be received for services rendered in or in connection with the Chapter 11 Cases. REASONABLE AND NECESSARY SERVICES RENDERED BY FRIED FRANK 22. Set forth below is a description of the services rendered during the Fee Period.
The attorneys and paraprofessionals of Fried Frank maintained daily detailed records of their time concurrently with the rendition of professional services. To the fullest extent possible, the details of each and every conference, telephone conversation, letter, memorandum, factual investigation, drafting activity and research project that occupied the time of a Fried Frank professional were set forth in such time records. Accompanying this Fee Application as Exhibit F are compilations of the contemporaneous daily time entries recorded by Fried Franks attorneys and paraprofessionals during the Fee Period. Those entries describe in full and complete detail the services rendered by each attorney and paraprofessional, as corrected to reflect errors that were found in Fried Franks review. Accordingly, the following is intended to serve as a summary description of the principal professional services Fried Frank rendered and to highlight the benefits that were thereby conferred upon the Independent Committee. Communications with Independent Committee 23. Fried Frank rendered a total of 100.30 hours and $92,578.00 in services falling
within the category of Communications with Independent Committee. This category includes time spent by Fried Frank attending to questions and issues raised by members of the Independent Committee regarding, among other things, (a) bids received by the Debtors before and after the approval of the Stalking Horse Motion, (b) depositions and the production of 11
electronic communications and other documents during the Fee Period; and (c) maximizing recoveries for all of the Debtors stakeholders. In addition, this category includes time Fried Frank spent preparing for and attending telephonic and in-person meetings with the Independent Committee and related communications with the Independent Committee. Additionally, Fried Frank spent time attending to questions and issues raised by members of the Independent Committee regarding the Chapter 11 Cases and bankruptcy law and process in general. Board Meetings 24. Fried Frank rendered a total of 193.40 hours and $157,798.50 in services falling
within the category of Board Meetings. This category includes time Fried Frank spent preparing for and attending meetings of the Independent Committee and the Board during the Fee Period. This category also includes time Fried Frank spent reviewing materials circulated by the Debtors legal counsel, Kirkland & Ellis LLP (Kirkland) and the Debtors financial advisors, Moelis & Company (Moelis), in preparation for the meetings of the Independent Committee and the Board. Hearings and Court Issues 25. Fried Frank rendered a total of 67.30 hours and $51,070.50 in services falling
within the category of Hearings and Court Issues. This category includes time Fried Frank spent preparing for and attending omnibus hearings and status conferences held before this Court that occurred during the Fee Period, including the hearing on the Stalking Horse Motion held on Friday, March 11, 2011. This category also includes time spent on conference calls with this Court. Additionally, this category includes time spent by Fried Frank attorneys reviewing pertinent pleadings filed in the Chapter 11 Cases.
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Plan Process 26. Fried Frank rendered a total of 265.10 hours and $210,309.50 in services falling
within the category of Plan Process. This category includes time Fried Frank spent reviewing and negotiating plan process documents, including the Stalking Horse Motion, the Plans, and the Disclosure Statement. This category also includes time spent by Fried Frank (a) reviewing and evaluating the numerous bids and stalking horse proposals received by the Debtors during the Fee Period, including bids for the Debtors enterprise as well as bids for individual hotels or pools of hotels, (b) reviewing materials prepared by Kirkland and Moelis related to bids received and (c) discussing and evaluating the bids with Kirkland and Moelis. Additionally, this category includes time spent by Fried Frank assisting the Independent Committee in reviewing the bids and stalking horse proposals received. Finally, this category includes time related to the review and drafting of the Stalking Horse Motion. Communications with Creditors and Interest Holders 27. Fried Frank rendered a total of 34.70 hours and $30,963.00 in services falling
within the category of Communications with Creditors and Interest Holders. This category includes time Fried Frank spent, among other things, communicating with counsel to (a) Five Mile Capital II Pooling REIT LLC; (b) Lehman; (c) Midland; (d) the Ad Hoc Committee of Preferred Shareholders; and (e) LNR Partners, LLC. Retention and Fee Application Issues 28. Fried Frank rendered a total of 40.70 hours and $20,298.00 in services falling
within the category of Retention and Fee Application Issues. This category includes time Fried Frank spent (a) reviewing and drafting the First Interim Fee Application; (b) reviewing the reservations of rights filed to the First Interim Fee Application, Third Monthly Application, and
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Fourth Monthly Application, and communicating with the Independent Committee and Kirkland regarding such reservations of rights; (c) communicating with the U.S. Trustee regarding the First Interim Fee Application and (d) communicating with Kirkland regarding the proposed form of order related to the First Interim Application, which was entered by this Court on March 31, 2011 [Dkt. No. 1074]. Litigation Relating to Plan Process 29. Fried Frank rendered a total of 885.60 hours and $499,917.00 in services falling
within the category of Litigation Relating to Plan Process. This category includes time Fried Frank spent (a) reviewing and producing electronic communications and other documents in connection with multiple document requests; (b) preparing for and attending multiple depositions, including the deposition of Lawrence J. Ruisi, Chair of the Independent Committee, which occurred on February 15, 2011 at Kirklands offices; (c) reviewing deposition transcripts; (d) reviewing the Declaration of Lawrence J. Ruisi in Support of the Stalking Horse Motion [Dkt. No. 989] and communicating with Kirkland about same; and (e) meeting with and preparing Independent Committee Chair Lawrence J. Ruisi for potential cross-examination at the hearing to approve the Stalking Horse Motion held by this Court on Friday, March 11, 2011. FRIED FRANKS FEES AND EXPENSES ARE FAIR AND REASONABLE 30. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
Fried Frank believes that the total fees and expenses for the Fee Period are fair and reasonable in view of the time spent, the complexity and intricacy of the proceedings, and the problems and issues encountered. Fried Frank and the Independent Committee have continued to work diligently through the Fee Period to remain fully versed with respect to the key issues in the Chapter 11 Cases. Notably, Fried Frank has avoided duplication of efforts and has spent its time economically and efficiently in these Chapter 11 Cases. Therefore, in accordance with the 14
factors enumerated in section 330(a)(3) of the Bankruptcy Code, Fried Frank believes that the compensation sought herein should be approved. APPLICABLE AUTHORITY 31. In awarding compensation pursuant to section 328 of the Bankruptcy
Code, this Court must take into account the reasonableness of the terms and conditions of employment. Section 328(a) of the Bankruptcy Code provides: (a) The trustee, or a committee appointed under section 1102 of this title, with the courts approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. 328(a). 32. In awarding compensation to professionals pursuant to section 330 of the
Bankruptcy Code, this court must take into account the cost of comparable non-bankruptcy services, among other factors. Section 330(a) of the Bankruptcy Code provides in pertinent part: (a) (1) . . . [T]he court may award to a trustee, . . . an examiner, . . . or a professional person employed under section 327 or 1103 (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, ombudsman, professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual, necessary expenses. .... (3) In determining the amount of reasonable compensation to be awarded to an examiner, trustee under chapter 11, or professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including
15
(A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title. 11 U.S.C. 330(a). 33. In accordance with the factors enumerated in section 330 of the Bankruptcy Code,
Fried Frank respectfully submits that the fees and expenses incurred in the course of rendering professional services are actual, necessary and reasonable, based upon the nature, extent and value of such services, the time spent thereon, and the costs of comparable services in nonbankruptcy cases, so as to best serve the needs of the Independent Committee and the Debtors estates. Fried Frank submits further that the legal services performed herein among partners, associates, and paraprofessionals have been executed in accordance with the principles outlined above, and moreover, in a manner consistent with the overall goal of Fried Frank to provide the highest quality of legal representation at a reasonable cost. Fried Frank has demonstrated by this Fee Application that the work it has done on behalf of the Independent Committee was necessary, reasonable and benefits the Debtors estates.
16
34.
This Fee Application clearly reflects (a) the number of hours of recorded time
Fried Frank has devoted to the performance of legal services; (b) the number of hours worked by each of Fried Franks professionals and paraprofessionals and the hourly rate customarily charged by such persons; (c) a detailed description of the services provided by Fried Franks professionals and paraprofessionals during each of those hours; and (d) the quality and nature of the services provided by each of Fried Franks professionals and paraprofessionals. Fried Frank submits that its fees and expenses were actual, necessary, reasonable, justified and therefore, should be allowed in full. COMPENSATION REQUESTED 35. During the Fee Period, 1,587.10 recorded hours were expended by Fried Franks
partners, counsel, associates and paraprofessionals in the rendition of Fried Franks professional services. 36. Fried Frank believes that its services were rendered in a highly efficient manner,
by attorneys with high levels of skill in the areas for which they rendered services. The core group of attorneys working on this matter has expended considerable time in connection with the Independent Committees general legal needs and in furtherance of the Independent Committees goal of advancing the interests of the Debtors. This experienced group of attorneys makes every effort to ensure that the Chapter 11 Cases progress in as efficient and expeditious a manner as possible and result in the successful reorganization of the Debtors. 37. For all the foregoing reasons, Fried Frank respectfully requests approval and
allowance of its compensation in the amount of $1,062,934.50, with an authorization for, and direction to, the Debtors to disburse such amounts to Fried Frank (to the extent not previously disbursed). This Fee Application is Fried Franks second interim fee application for allowance of fees and disbursements incurred by Fried Frank as counsel to the Independent Committee. An 17
allowance of compensation in the amount sought in this Fee Application would result in a blended aggregate average billing rate of approximately $669.73 per hour and a blended rate (excluding paraprofessionals) of approximately $680.52 per hour (based on recorded hours). EXPENSES 38. As noted above, Fried Frank incurred and posted disbursements in the amount of
$35,192.37 for actual and necessary expenses incurred and recorded during the Fee Period. These disbursements are itemized in Exhibit D. 39. Fried Franks billing rates do not include components for duplicating, word
processing and other extraordinary charges that may be incurred by particular clients because of the exigencies of time and volume of demand. Fried Franks billing method, whereby only the clients who use copying, word processing and other office services are charged for such services, maximizes fairness to all clients. Fried Frank commenced a review to determine its actual costs per page for duplicating. Such review determined that, at the present time, Fried Franks actual duplicating costs are $0.12 per page. 40. Fried Franks billing rates do not include a component for word processing as part
of overhead. Some time ago, Fried Frank analyzed its method of charging clients for word processing services and, specifically whether it was appropriate to charge clients for word processing as part of overhead or based on the extent to which word processing was used. After such analysis, Fried Frank elected to keep its charges for word processing as a disbursement. Fried Frank concluded that it was fairer to its clients not to increase its billing rates to account for word processing services that might or might not be used by the client. In this way, only clients who used such services would be charged for services. 41. Fried Franks attorneys and other employees who worked late into the evenings
were reimbursed for their reasonable meal costs and their transportation costs home. Such 18
transportation costs are necessary expenses because it is a Fried Frank policy to ensure safe transportation for its attorneys and staff after the hours when public transportation cannot be deemed safe. Fried Franks regular practice is to charge its clients for these and other out-ofpocket disbursements incurred during the regular course of the rendition of services. 42. Fried Frank made every effort to minimize its disbursements in providing its legal
services to the Independent Committee. The expenses incurred in the rendition of professional services were necessary, reasonable and justified under the circumstances to serve the needs of the Independent Committee and were billed at rates and in accordance with practices customarily employed by Fried Frank and generally accepted by Fried Franks clients. NOTICE 43. Fried Frank has provided notice of this Fee Application to: (a) the Debtors and
counsel to the Debtors; (b) the Office of the United States Trustee for the Southern District of New York; (c) counsel to the Creditors Committee; (d) counsel to Midland Loan Services, Inc.; and (e) counsel to Certain Prepetition Lenders (each as defined in the Interim Compensation Order). In light of the nature of the relief requested, Fried Frank respectfully submits that no further notice is necessary. CONCLUSION 44. Although every effort has been made to include all Fees and Expenses incurred in
the Fee Period in this Fee Application, some Fees and Expenses might not be included in this Fee Application due to delays caused by accounting processing procedures. Fried Frank reserves the right to make further application to this Court for allowance of such Fees and Expenses not included herein. Subsequent fee applications will be filed in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Interim Compensation Order and the Independent Committee Order. 19
45.
For the reasons set forth above, Fried Frank respectfully submits that the
professional services rendered and disbursements incurred and posted on behalf of the Independent Committee were of substantial benefit to the Independent Committee, the Debtors, equity holders and creditors. Fried Frank submits further that it provided such services in an economical and efficient manner. Accordingly, Fried Frank respectfully requests that the relief requested in this Fee Application be granted in full. WHEREFORE, Fried Frank requests that it be allowed and paid interim compensation for its Fees and Expenses in the total amount of $1,098,126.87 consisting of (a) $1,062,934.50 for reasonable and necessary professional services rendered by Fried Frank, and (b) $35,192.37 for actual and necessary Expenses incurred on behalf of the Independent Committee. Fried Frank further requests that the total amount of $1,098,126.87 be paid as an administrative expense of the Debtors estates. Dated: New York, New York May 13, 2011 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: /s/ Bonnie Steingart_______ Bonnie Steingart
One New York Plaza New York, New York 10004 Telephone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Independent Committee
20
Exhibit A
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
ORDER (I) APPROVING THE DEBTORS UNDERTAKING TO COMPENSATE FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP AS COUNSEL TO THE INDEPENDENT COMMITTEE OF THE BOARD OF TRUSTEES OF INNKEEPERS USA TRUST AND AUTHORIZING THE PAYMENT OF SUCH COMPENSATION BY THE DEBTORS AND (II) AUTHORIZING THE DEBTORS TO COMPENSATE THE MEMBERS OF THE INDEPENDENT COMMITTEE1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) under section 363 of the Bankruptcy Code, (a) approving the Debtors undertaking to compensate Fried Frank as counsel to the Independent Committee and authorizing the payment of such compensation by the Debtors, (b) authorizing the Debtors to compensate the members of the Independent Committee, and (c) authorizing such other relief as is just and proper; and upon the Steingart Declaration; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being
1.
The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.
proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. Subject to the terms of this Order, the Debtors undertakings to (a) satisfy, pay,
and reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel representing and advising the Independent Committee in the Independent Committee (i) reviewing and evaluating information concerning the Debtors restructuring alternatives, (ii) conducting a preliminary analysis of all indications of interest or proposals received relating to a chapter 11 plan or other restructuring alternative, (iii) making a recommendation with respect thereto to the Board, and (iv) addressing any conflicts of interest appropriately (collectively, the Independent Committees Role) and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee as described in the Motion and set forth herein are approved. 3. Subject to the terms of this Order, the Debtors are authorized to (a) satisfy, pay,
and reimburse on behalf of the Independent Committee all reasonable charges for professional services rendered and disbursements incurred by Fried Frank as counsel representing and advising the Independent Committee in the Independent Committees Role and (b) compensate the Independent Committee and continue to reimburse the expenses of the Independent Committee. 4. Notwithstanding that the relief requested in the Motion is pursuant to section 363
of the Bankruptcy Code, Fried Frank (a) shall comply with the requirements of Bankruptcy Rule
2014(a) with respect to filing supplemental verified statements applicable to professionals retained in accordance with section 327 of the Bankruptcy Code and (b) shall apply for compensation for services rendered and reimbursement of expenses incurred on behalf of the Independent Committee as counsel representing and advising the Independent Committee in the Independent Committees Role in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court made applicable to professionals retained in accordance with section 327 of the Bankruptcy Code, including the Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and Official Committee Members [Docket No. 189] and such amounts shall be administrative expenses under section 503 of the Bankruptcy Code to the same extent as professionals retained in accordance with section 327 of the Bankruptcy Code. 5. Nothing in this Order shall affect in any way the Final Order Authorizing the
Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to U.S.C. 361, 362, and 363 [Docket No. 402] (the Final Cash Collateral Order). 6. For purposes of the Final Cash Collateral Order, payments by the Debtors to Fried
Frank are corporate overhead charges and expenses of the Debtors but shall be treated with the same priority of payment as the payment of Professional Fees and Representatives Expense Reimbursement (as such terms are defined in the Final Cash Collateral Order) as set forth in the Final Cash Collateral Order. 7. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry. 8. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a). 9. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion. 10. The Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
New York, New York Dated: November 9, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge
Exhibit B
Brad Eric Scheler, Esq. Bonnie Steingart, Esq. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP One New York Plaza New York, New York 10004 Telephone: (212) 859-8000 Facsimile: (212) 859-4000 Attorneys for the Independent Committee UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) ) )
In re: INNKEEPERS USA TRUST, et al.,1 Debtors.
Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
CERTIFICATION OF RESPONSIBLE PROFESSIONAL WITH RESPECT TO SECOND INTERIM FEE APPLICATION OF FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP FOR COMPENSATION FOR SERVICES AND REIMBURSEMENT OF EXPENSES AS ATTORNEYS FOR THE INDEPENDENT COMMITTEE FOR THE PERIOD FROM DECEMBER 1, 2010 THROUGH MARCH 31, 2011
Pursuant to the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by the United States Bankruptcy Court for the Southern District of New York on November 25, 2009 (the Amended Guidelines) and the United States Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the UST Guidelines), the undersigned, a member of the firm of Fried, Frank, Harris, Shriver & Jacobson
1
LLP (Fried Frank), counsel for the committee of independent trustees (the Independent Committee) of the Board of Trustees of Innkeepers USA Trust in the above-captioned cases (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code, as the professional designated by Fried Frank with responsibility for compliance with the Amended Guidelines, hereby states, with respect to Fried Franks second interim fee application (the Fee Application) for (a) payment of compensation in the amount of $1,062,934.50 for the reasonable and necessary legal services rendered by Fried Frank on behalf of the Independent Committee during the period from December 1, 2010 through March 31, 2011 (the Fee Period), and (b) reimbursement in the amount of $35,192.37 for the actual and necessary expenses incurred and posted during the Fee Period,2 as follows: 1. In accordance with section A.1. of the Amended Guidelines, I certify that A. B. I have read the Fee Application; to the best of my knowledge, information and belief (formed after reasonable inquiry), the fees and disbursements sought by Fried Frank fall within the Amended Guidelines and the UST Guidelines and, except as may be specifically noted in this certification the fees and disbursements sought by Fried Frank are billed at rates and in accordance with practices customarily employed by Fried Frank and generally accepted by Fried Franks clients; and in providing a reimbursable service, Fried Frank does not make a profit on that service, whether the service is performed by Fried Frank in-house or through a third party.
C.
2.
In accordance with Section A.2 of the Amended Guidelines, I certify that Fried
Frank has provided monthly statements of Fried Franks fees and disbursements by serving monthly statements in compliance with this Courts Order Authorizing the Establishment of Procedures for Interim Compensation and Reimbursement of Expenses for Professionals and
Fried Frank reserves the right to make further application to this Court for allowance of fees and expenses not included in any prior fee statement or interim fee application as a result of delays caused by accounting processing procedures.
Official Committee Members, dated August 12, 2010 [Dkt. No. 189] (the Interim Compensation Order) and the order of the Court dated November 9, 2010 [Dkt. No. 701] approving the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (i) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (ii) Authorizing the Debtors to Compensate the Members of the Independent Committee [Dkt. No. 587]. 3. In accordance with Section A.3 of the Amended Guidelines, I certify that notice
of the Fee Application has been provided to: (a) the Debtors; (b) the Office of the United States Trustee for the Southern District of New York; (c) counsel to the Official Committee of Unsecured Creditors; (d) counsel to Midland Loan Services, Inc.; and (e) counsel to Certain Prepetition Lenders (each as defined in the Interim Compensation Order) so that each will have at least 14 days to review the Fee Application prior to the objection deadline with respect thereto. 4. Pursuant to the Amended Guidelines, Fried Frank does not charge for daytime
meals unless the individual is participating, during the meal, in a necessary meeting regarding the Chapter 11 Cases. Fried Frank expense reporting forms and computer categories do not put into separate categories meals that were chargeable because the Fried Frank professional was working overtime, on the one hand, or because the meal was consumed at a working meeting, on the other. While technically it would be possible to manually review every expense reporting form for every professional who had worked on the case during the Fee Period to ascertain the place, type of meal, and participants at each meal for which reimbursement is sought, this would be an extremely burdensome and expensive undertaking. Thus, Fried Frank cannot practicably
segregate the expense incurred with respect to overtime meals and meals consumed at a working meeting. 5. Consistent with the Amended Guidelines, Fried Frank has made every effort to
minimize its use of local transportation and relies on mass transit whenever possible. Fried Frank expense reporting forms and computer categories do not separately categorize expenses for radio car or taxi rides that were chargeable because the Fried Frank professional was working overtime, on the one hand, or because the professional was going to or coming from a meeting, on the other. While it would be technically possible (although very expensive) to manually review all of the radio car vouchers to ascertain the time, origin, and destination of the trip, even this would be especially impracticable with respect to trips in taxicabs for which the fare was paid in cash. Thus, Fried Frank cannot practicably segregate the expense incurred with respect to transportation after working overtime and with respect to local transportation. For this reason, all chargeable transportation expenses have been placed in the same category.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Dated: New York, New York May 13, 2011 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP By: /s/ Bonnie Steingart_______ Bonnie Steingart
One New York Plaza New York, New York 10004 Telephone: 212.859.8000 Facsimile: 212.859.4000 Attorneys for the Independent Committee
Exhibit C
COMPENSATION BY PROFESSIONAL DECEMBER 1, 2010 THROUGH MARCH 31, 2011
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm in 1981 and became a Partner in 1984. Member of NY Bar since 1978. Joined firm in 1980 and became a Partner in 1986. Member of NY Bar since 1980. Joined firm in 1994 as a Partner. Member of NY Bar since 1972. Joined firm in 1976 and became a Partner in 1983. Member of NY Bar since 1977. Joined firm as Of Counsel in 1989. Member of NY Bar since 1973. Joined firm as an Associate in 2005. Member of NY Bar since 2006. Joined firm as an Associate in 2006. Member of NY Bar since 2007. Joined firm as an Associate in 2006. Member of NY Bar since 2007. Joined firm as an Associate in 2007. Member of NY Bar since 2007. Joined firm as an Associate in 2008. Member of NY Bar since 2009. Joined firm as an Associate in 2010. Member of NY Bar since 2010. Joined firm as an Associate in 2011. Member of NY Bar since 2011.
Hourly Billing Rate during Fee Period
Brad Eric Scheler
$1,100.00
183.70
Bonnie Steingart
$925.00$970.001
347.00
$335,325.50
Laraine Rothenberg
$970.00
.50
$485.00
Jean Hanson
$925.00
.50
$462.50
Alan Resnick
$1,000.00
8.60
$8,600.00
Mindy Meyers
$610.00
2.60
$1,586.00
Matthew Roose
$550.00$580.00 $580.00
366.50
$210,911.00
Peter Siroka
3.40
$1,972.00
Jon Finelli
$550.00
110.10
$60,555.00
Carl Stapen
$495.00
1.50
$742.50
Gabriel Libhart
$440.00$460.00 $395.00
365.20
$167,718.00
Cedrick MendozaTolentino
130.50
$51,547.50
The hourly rates of certain Fried Frank attorneys and paraprofessionals increased during the Fee Period.
Position, year assumed position, prior relevant experience, year of obtaining relevant license to practice Joined firm as an Associate in 2011. Member of NY Bar since 2010. Joined firm as a Law Clerk in 2011. Application to the NY Bar pending. E-Discovery and Practice Technology Support Manager since 2002. Joined firm in 2002. E-Discovery and Practice Technology Support Analyst since 2010. Joined firm in 2010. E-Discovery and Practice Technology Support Analyst since 2009. Joined firm in 2009. Legal Assistant since 2010. Joined firm in 2010.
Hourly Billing Rate during Fee Period
Steven Starr
$395.00
22.10
Stephanie Matko
$395.00
4.20
$1,659.00
Natalie C. Spano
$265.00
8.50
$2,252.50
Leo Roymisher
$265.00
15.90
$4,213.50
Joseph Chan
$265.00
13.00
$3,445.00
Meryl Yang TOTALS
$200.00
3.30 1,587.10
$660.00 $1,062,934.50
Blended Rate (including paraprofessionals): $669.73 Blended Rate (excluding paraprofessionals): $680.52
Exhibit D
STATEMENT OF EXPENSES INCURRED AND POSTED BY FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP, ATTORNEYS FOR THE INDEPENDENT COMMITTEE, FOR THE PERIOD FROM DECEMBER 1, 2010 THROUGH MARCH 31, 2011
NATURE OF DISBURSEMENTS Duplicating Meals Travel, Airfare, and Other Transportation Data Research Telephone/Teleconferencing Messenger Service and Postage Secretarial Court Reporting Total AMOUNT $7,236.20 $1,416.75 $3,354.46 $1,314.10 $3,107.42 $656.08 $505.86 $17,601.50 $35,192.37
Exhibit E
COMMUNICATIONS WITH INDEPENDENT COMMITTEE Partners Scheler, B. Steingart, B. Rothenberg, L. Total Partners HOURS 37.20 41.10 0.50 78.80 TOTAL FEES $40,920.00 $13,386.00 $485.00 $81,272.00
Associates Roose, M. Siroka, P. Meyers, M. Libhart, G. Matko, S. Total Associates CUMULATIVE TOTALS
HOURS 11.00 0.40 2.60 3.30 4.20 21.50 100.30
TOTAL FEES $6,311.00 $232.00 $1,586.00 $1,518.00 $1,659.00 $11,306.00 $92,578.00
BOARD MEETINGS Partners Scheler, B. Steingart, B. Hanson, J. Total Partners Counsels Resnick, A. Total Counsels HOURS 58.10 50.20 0.50 108.80 HOURS 1.30 1.30 HOURS Associates Roose, M. Siroka, P. Libhart, G. Mendoza-Tolentino, C. Total Associates CUMULATIVE TOTALS 49.10 2.00 26.90 5.30 83.30 193.40 $28,043.00 $1,160.00 $12,374.00 $2.093.50 $43,670.50 $157,798.50 TOTAL FEES $63,910.00 $48,455.50 $462.50 $112,828.00 TOTAL FEES $1,300.00 $1,300.00 TOTAL FEES
HEARINGS AND COURT ISSUES Partners Scheler, B. Steingart, B. Total Partners Associates Roose, M. Stapen, C. Libhart, G. Total Associates CUMULATIVE TOTALS HOURS 15.20 16.30 31.50 HOURS 17.30 1.50 17.00 35.80 67.30 TOTAL FEES $16,720.00 $15,811.00 $32,531.00 TOTAL FEES $9.977.00 $742.50 $7,820.00 $18,539.50 $51,070.50
PLAN PROCESS Partners Scheler, B. Steingart, B. Total Partners Counsels Resnick, A. Total Counsels Associates Roose, M. Siroka, P. Libhart, G. Mendoza-Tolentino, C. Total Associates CUMULATIVE TOTALS HOURS 48.50 93.60 142.10 HOURS 6.50 6.50 HOURS 71.10 0.70 37.40 7.30 116.50 265.10 TOTAL FEES $53,350.00 $89.766.00 $143,116.00 TOTAL FEES $6,500.00 $6,500.00 TOTAL FEES $40,200.00 $406.00 $17,204.00 $2,883.50 $60,693.50 $210,309.50
COMMUNICATIONS WITH CREDITORS AND INTEREST HOLDERS Partners Scheler, B. Steingart, B. Total Partners Associates Roose, M. Libhart, G. Total Associates CUMULATIVE TOTALS HOURS 11.50 13.10 24.60 HOURS 8.50 1.60 10.10 34.70 TOTAL FEES $12,650.00 $12,707.00 $25,357.00 TOTAL FEES $4,870.00 $736.00 $5,606.00 $30,963.00
RETENTION AND FEE APPLICATION ISSUES Partners Steingart, B. Total Partners Counsels Resnick, A. Total Counsels HOURS 2.40 2.40 HOURS 0.80 0.80 TOTAL FEES $2,328.00 $2,328.00 TOTAL FEES $800.00 $800.00
Associates Roose, M. Siroka, P. Libhart, G. Total Associates
HOURS 6.30 0.30 28.60 35.20
TOTAL FEES $3,654.00 $174.00 $12,882.00 $16,710.00
Paraprofessionals Yang, M. Total Paraprofessionals CUMULATIVE TOTALS
HOURS 2.30 2.30 40.70
TOTAL FEES $460.00 $460.00 $20,298.00
LITIGATION RELATING TO PLAN PROCESS Partners Scheler, B. Steingart, B. Total Partners Associates Roose, M. Finelli, J. Libhart, G. Mendoza-Tolentino, C. Starr, S. Total Associates Paraprofessionals Spano, N. Roymisher, L. Chan, J. Yang, M. Total Paraprofessionals CUMULATIVE TOTALS HOURS 13.20 130.30 143.50 HOURS 203.20 110.10 250.40 117.90 22.10 703.70 HOURS 8.50 15.90 13.00 1.00 38.40 885.60 TOTAL FEES $14,520.00 $126,391.00 $140,911.00 TOTAL FEES $117,856.00 $60,555.00 $115,184.00 $46,570.50 $8,729.50 $348,895.00 TOTAL FEES $2,252.50 $4,213.50 $3,445.00 $200.00 $10,111.00 $499,917.00
Exhibit F
8055742
Fried, Frank, Harris, Shriver &Jacobson LLP
Page2
Time Detail
Date Timekeeper Description Hours Amount
12/01/10 12/05/10 12/06/10 12/17/10 12/18/10 12/21/10
Brad E. Scheler Brad E. Scheler Brad E. Scheler Brad E. Scheler Brad E. Scheler Matthew Roose
Review Board materials (1.0); call with Ruisi (.5). Call with Ruisi (.3); review materials (.7). Calls and emails re: updates. Call with Ruisi (.4); related follow-up (.3). Calls w/ clients re: update. Independent Committee call (.8); draft letter to Debtors re: same (1.1 ); follow-up with Scheler re: same (.4). Total:
1.50 1.00 1.00 0.70 0.40 2.30 6.90
1,650.00 1,100.00 1,100.00 770.00 440.00 1,265.00 6,325.00
Page 3
Time Detail
12/01/10 12/01/10 12/02/10 12/02/10 12/02/10 12/02/10 12/03/10 12/03/10 12/09/10 12/09/10 12/12/10 12/14/10 12/14/10
Bonnie Steingart Matthew Roose Brad E. Scheler Jean Hanson Bonnie Steingart Matthew Roose Brad E. Scheler Matthew Roose Brad E. Scheler Matthew Roose Brad E. Scheler Brad E. Scheler Matthew Roose
Review Board materials. Review materials for Board Meeting. Review materials for IC meeting (2.2); attend IC meeting (2.8) Review draft minutes(.4); emails w/ M. Roose re same. (.1) Review documents prepared by Moelis (1.3); review draft minutes (.3); telephone call with Kirkland (.7). Board meeting (2.8); review minutes of previous board meetings (.7); related follow-up (.2). Attend board meeting (1.9); related discussions/followup (2.1). Prepare for board meeting (.2); attend board meeting (1.9); related follow-up (.4). Telephonic board meeting (.8); multiple calls and emails re: follow-up (1.7). Board call (.8); related follow-up (.3). Prepare for and participate in telephonic board meeting (2.0); related follow-up (1.5). Review materials (1.4); participate in multiple Board and IC calls (1.6). Board call (.8); Independent Committee call (.5); followup Board call (.6); review related documents (.7); related follow-up (.3). Telephonic board meeting (.8); call w/Roose re: same (.4); related follow-up (8); calls and follow-up with clients and K&E (1). Board call (.8); tic with Scheler re: same (.4); related follow-up (.6). Review materials in preparation for Board meetings (1.5); call re: same (.5). Telephonic board meeting (.8); IC telephonic meeting (.8); related calls follow-up (1.5); review and revise letter to K&E (.9). Prepare for and participate in telephonic board meeting (1.1 ); related calls and follow-up (2.9). Board call (1.1); related follow-up (.7). Board call (1.1 ); emails re: same (.3). Total:
1.20 1.10 5.00 0.50 2.30 3.70 4.00 2.50 2.50 1.10 3.50 3.00 2.90
1,110.00 605.00 5,500.00 462.50 2,127.50 2,035.00 4,400.00 1,375.00 2,750.00 605.00 3,850.00 3,300.00 1,595.00
12/18/10
Brad E. Scheler
3.00
3,300.00
12/18/10 12/20/10 12/21/10
Matthew Roose Brad E. Scheler Brad E. Scheler
1.80 2.00 4.00
990.00 2,200.00 4,400.00
12/23/10 12/23/10 12/23/10
Brad E. Scheler Bonnie Steingart Matthew Roose
4.00 1.80 1.40 51.30
4,400.00 1,665.00 770.00 47,440.00
Page4
Time Detail
12/14/10 12/14/10 12/14/10 12/15/10 12/15/10 12/16/10
Matthew Roose Matthew Roose Carl Stapen Brad E. Scheler Matthew Roose Brad E. Scheler
Review hearing update. Review and revise hearing talking points. Attend hearing (1.2); prepare summary email to team re: same (0.3). Prepare for and attend status conference. Prepare for and attend status conference. Emails re: hearing update (.5); calls w/ IC re: same (.7); related follow-up (.3). Total:
0.20 0.60 1.50 1.10 1.10 1.50 6.00
110.00 330.00 742.50 1,210.00 605.00 1,650.00 4,647.50
Page 5
Time Detail
12/01/10 12/08/10 12/08/10 12/08/10
Bonnie Steingart Brad E. Scheler Brad E. Scheler Matthew Roose
Review term sheets. Review Five Mile correspondence (.3); internal emails re: same (.2). Calls with K&E re: update (.5); review Five Mile letter (.6); related follow-up (.4). Review multiple letters re: bids (1.8); t/c with Debtors and Kirkland re: same (.5); research notice provisions re: same (.3). Review materials re: bids (1.1); calls and emails re: same (.9). Review multiple letters re: bids. Attention to issues re: comunications with bidders. Review materials and emails re: bids (.5); draft hearing script (.8); emails re: same (.2). Review materials re: bids and emails re: same (1.1); tic with Board and Debtors re: same (.6); emails re: same (.4) Prepare for/participate in update call w/Kirkland and Moelis (.4); multiple calls re: same (.3); review materials (.8); prepare for Board meeting (.5).
1.10 0.50 1.50 2.60
1,017.50 550.00 1,650.00 1,430.00
12/09/10 12/09/10 12/11/10 12/11/10 12/12/10
Brad E. Scheler Matthew Roose Brad E. Scheler Matthew Roose Matthew Roose
2.00 0.80 1.00 1.50 2.10
2,200.00 440.00 1,100.00 825.00 1,155.00
12/13/10
Brad E. Scheler
2.00
2,200.00
12/13/10
Matthew Roose
Tic with Scheler and Beilin son re: update (.4); follow-up
call with K&E and Scheler (.6); review Lehman/Five Mile Commitment papers (1.5); revise hearing talking points (1.0).
3.50
1,925.00
12/14/10 12/14/10 12/15/10 12/15/10 12/15/10 12/17/10 12/17/10 12/18/10 12/21/10 12/22/10
Brad E. Scheler Matthew Roose Brad E. Scheler Brad E. Scheler Matthew Roose Brad E. Scheler Matthew Roose Brad E. Scheler Matthew Roose Brad E. Scheler
Multiple tic's with K&E and Berlinson re: update (.7); related follow-up (.3). Review revised commitment letter and Moelis comparison chart. Review revised docs (1.3); ole with Roose re: same (.4); related follow-up (.3). Multiple calls/emails re: update and status of pleadings. Review revised Five Mile plan proposal (1.3); emails and ole with Scheler re: same (.4).
1.00 1.50 2.00 1.90 1.70 1.00 0.40 1.60 1.40 3.00
1,100.00 825.00 2,200.00 2,090.00 935.00 1,100.00 220.00 1,760.00 770.00 3,300.00
Tic with Roose re: update (.3); review docs (.7). Tic with Scheler re: update (.3); emails re: same (.1).
Multiple calls and emails with K&E and Moelis re: bids (1.3); review documents re: same (.3). Multiple calls with K&E re: update (.9); calls with Scheler re: same (.5). Tic's re update (.5); tic with Derrough (.5); tic with Ruisi (.5); review and revise letter (.8); review materials (.7).
Page 6
Date
Timekeeper
Description
Hours
Amount
12/22/10 12/22/10 12/23/10 12/23/10 12/23/10 12/23/10
Bonnie Steingart Matthew Roose Bonnie Steingart Matthew Roose Matthew Roose Matthew Roose
Review motion, bid procedures and CL.
Tic with Basta re: update (.3); follow-up with Scheler

(.2); review materials (.8); related follow-up (.3). Review and revise motion, bid procedures and CL (2.1 ); calls with Roose re: same (.5). Review revised Commitment letter (1.1); emails to Scheler re: same (.4). Professionals call re: update (.5); mutliple follow-up calls with K&E (1.2). Review motion re: bid procedures and related documents (1.6); emails and calls with Steingart re: same (.5); emails to IC (.3). Review bid procedures (.8); emails with Roose (1.0); review revised pleadings (1.2). Review revised motion and related documents (1.2); conference call (.5); tic with M. Roose re: same (.7). Emails with IC re: bid procedures motion (.3); emails with Scheler and Steingart re: same (.7); tic with Steingart re: same (.7); review same and related documents (1.7); tic with Moelis re: same (.3). Review documents (2.4); telephone call with Kirkland (.5). Call with Sathy and Steingart re: pleading (.5); call with Brian Lennon re: same (.4). Discuss bid procedures motion w/ team (.7); follow-up w/client re: same (.8). Conference calls regarding motion (.8); review all documents (2.7); ole with M. Roose re: same (.4); follow-up calls (.6). Reviewed draft of debtors' motion for approval of commitment letter with Five Mile, Lehman and Midland, and approving bidding procedures and for other relief. Review revised pleading (1.1 ); ole with Steingart re: same (.4); call with Sathy and Lennon re: same (1.1); call with Ruisi re: same (.3); review further revised pleading (.5); emails summary to Scheler re: same (.6); follow-up calls and emails (1.2). Multiple tic's re: pleadings (.7); review revisions (.3). Review revised documents (2.1 ); telephone call with Kirkland (.6); call with team (.5); related follow-up (.7).
2.70 1.60 2.60 1.50 1.70 2.40
2,497.50 880.00 2,405.00 825.00 935.00 1,320.00
12/24/10 12/24/10 12/24/10
3.00 2.40 3.70
3,300.00 2,220.00 2,035.00
12/27/10 12/27/10 12/28/10 12/28/10
Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart
2.90 0.90 1.50 4.50
2,682.50 495.00 1,650.00 4,162.50
12/28/10
Alan Resnick
2.20
2,200.00
12/28/10
Matthew Roose
5.20
2,860.00
12/29/10 12/29/10 12/29/10
Brad E. Scheler Bonnie Steingart Alan Resnick
1.00 3.90 0.50
1,100.00 3,607.50 500.00
Tic with Bonnie Steingart and Matt Roose re revisions to

motion for approval of Five Mile/Lehman commitment letter and issues relating to terms of the commitment letter.
12/29/10
Alan Resnick
T/c with Bonnie Steingart, Matt Roose, Anup Sathy re motion for approval of Five Mile/Lehman commitment letter and bid procedures.
0.60
600.00
Page 7
Date
Timekeeper
Description
Hours
Amount
12/29/10
Matthew Roose
Tic with Steingart and Resnick re: pleading (.5); review same (.8); Vc with Sathy and Lennon re: same (.6);
related follow-up (.2). Tic with Kirkland (.6); review revised pleadings and documents (2.1 ). Total:
2.10
1'155.00
12/30/10
Bonnie Steingart
2.70 83.70
2,497.50 68,720.00
Page 8
Time Detail
12/16/10 12/16/10 12/19/10 12/19/10 12/20/10
Brad E. Scheler Matthew Roose Brad E. Scheler Matthew Roose Matthew Roose
Attention to issues re: communications with Ad Hoc Committee (.9); calls re: same (.1). Attention to issues re: communications with Ad Hoc Committee. Attention to issues re: ad hoc ltr (.7); calls and em ails re: same (.8). Emails to K&E and Kirkland re: letters from Ad Hoc Committee. Review and revise letter to Ad Hoc Committee (.3); emails with Scheler re: same (.2); emails with Kirkland (.2). Total:
1.00 0.90 1.50 0.40 0.70
1,100.00 495.00 1,650.00 220.00 385.00
4.50
3,850.00
Fried, Frank, Harris, Shriver & Jacobson LLP
Page 9
Time Detail
12/08/10 12/13/10 12/15/10
Gabriel Libhart Gabriel Libhart Gabriel Libhart
Draft interim fee application. Draft interim fee application. Draft and revisions to interim fee application. Total:
7.70 2.50 3.50 13.70
3,388.00 1,100.00 1,540.00 6,028.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00002 Communications with Independent Committee
Page2
Time Detail
01/03/11 01/04/11 01/05/11 01/05/11 01/06/11 01/06/11 01/07/11 01/08/11 01/09/11 01/10/11 01/11/11 01/12/11 01/13/11 01/14/11 01/14/11 01/17/11 01/21/11 01/22/11 01/26/11 01/28/11
Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Bonnie Steingart Bonnie Steingart Bonnie Steingart Bonnie Steingart Brad E. Scheler Brad E. Scheler Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Matthew Roose Matthew Roose
Multiple em ails and telephone calls with Independent Committee re: bid procedures motion. T/c with Ruisi re: bid procedures motion/process. T/c with Ruisi re: update. T/c with K&E re: board meeting (.2); emails with Ruisi re: same (.2). Multiple tics and emails with Independent Committee re: update and bid procedures motion. Multiple tics and emails with Independent Committee re: update and bid procedures motion. Multiple tic and emails with IC to review issues re: documents and updates. Review bid procedures motion (.7); multiple tics and emails with Ruisi re: same and update (1.5). Update IC on deal changes and documents. Review termination events (1.1 ); multiple calls and emails with Ruisi re: same (.8). Update to IC re: commitment agreements and term sheets re: open issues. Review and revise bid procedures motion (1.5); tic and emails to IC re: same (.8); related follow up (1.2). Multiple communications w/IC re: final documents and updates. Tics and emails to IC re: open issues and update (1.4); related follow up (.6). T/c and email w/clients re: update. T/c w/Ruisi - various issues. T/c with Ruisi re: discovery. T/c with Kleisner and Zuroff re: discovery. Email with IC re: process letter (.2); review same (.7); emails with Scheler re: same (.1). Emails with IC re: preliminary objections (.3); review same (1.1). Total:
1.10 0.50 0.70 0.40 1.50 1.20 1.40 2.20 1.90 1.90 2.70 3.50 2.00 2.00 0.70 0.50 0.20 0.40 1.00 1.40 27.20
1,067.00 485.00 679.00 232.00 1,650.00 1,164.00 1,358.00 2,134.00 1,843.00 1,843.00 2,619.00 3,395.00 2,200.00 2,200.00 679.00 485.00 116.00 232.00 580.00 812.00 25,773.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust Matter: 00003 Board Meetings
Page3
Time Detail
01/21/11 01/23/11 01/24/11 01/24/11 01/24/11
Bonnie Steingart Bonnie Steingart Brad E. Scheler Alan Resnick Matthew Roose
Review draft minutes. Review minutes (1.5}; emails re: same (.4}. Meeting with team re: board meetings (.5); review materials (.5}; related follow up (.5}. Meeting w/ team re: board minutes. Meeting with team re: board meetings (.5}; draft meeting minutes (.4}; emails re: same (.2); o/c with Hanson re: same (.1). Research re: IC meetings. Finalize meeting notes (.7}; email team re: same (.1}. Review correspondence re: bid procedures motion litigation (.3}; t/c with Independent Committee (.7). T/c w/ Independent Committee. Emails with IC re: summary of preliminary objections and discovery issues (.3}; IC call (.7); review materials re: same (1.3}. Independent Committee update call. Review notes from IC calls for minutes, o/c w/ M. Roose re: same. Review and revise draft IC meeting minutes. Finalize drafts of minutes for Independent Committee meetings. Review meeting notes. Review draft minutes. Attention to issues re: board meeting minutes. Review draft board minutes (.9}; multiple emails re: same (.2}. Total:
0.50 1.90 1.50 0.50 1.20
485.00 1,843.00 1,650.00 500.00 696.00
01/25/11 01/26/11 01/27/11 01/27/11 01/27/11
Matthew Roose Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose
0.10 0.80 1.00 0.70 2.30
58.00 464.00 1,100.00 679.00 1,334.00
01/27/11 01/27/11 01/28/11 01/28/11 01/30/11 01/31/11 01/31/11 01/31/11
Gabriel Libhart Gabriel Libhart Matthew Roose Gabriel Libhart Gabriel Libhart Bonnie Steingart Matthew Roose Matthew Roose
0.70 0.70 1.10 1.00 0.70 1.10 1.50 1.10 18.40
322.00 322.00 638.00 460.00 322.00 1,067.00 870.00 638.00 13,448.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00004 Hearings and Court Issues
Page4
Time Detail
Date 01/13/11 01/18/11 01/18/11 01/19/11 01/19/11 01/19/11 01/19/11 01/19/11 01/19/11 01/19/11 01/19/11 01/21/11 01/26/11 01/26/11 Timekeeper Matthew Roose Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Gabriel Libhart Gabriel Libhart Gabriel Libhart Gabriel Libhart Gabriel Libhart Gabriel Libhart Description Review exclusivity extension (.3); review emails re: same (.2). Review correspondence w/ court and Debtors (.3); related follow-up (.8) Review letter to chambers requesting status conference. Review correspondence re: status conference (.3); calls re: same (.7). Attend status conference (1.5); ole wl Libhart and Roose re: same (1 ). Review materials for status conference. Attention to issues re: status conference (.3); follow-up with Steingart re: status conference (.2). Review and revise summary of status conferences (.3); emails with clients re: same (.2). Review recent filings and email correspondence (.6); prepare for status conference (2.9). Attend status conference with Judge Chapman. Draft summary of status conference (1. 7); email re: same (.1). Attention to case calendar. Attend Innkeepers hearing (.8); prepare summary re: same (.2). Emails/calls re: Innkeepers hearing. Total: Hours 0.50 1.10 0.30 1.00 2.50 1.20 0.50 0.50 3.50 1.50 1.80 0.20 1.00 0.50 16.10 Amount 290.00 1,067.00 174.00 1,100.00 2,425.00 1,164.00 290.00 290.00 1,610.00 690.00 828.00 92.00 460.00 230.00 10,710.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process
Page 5
Time Detail
01/03/11 01/03/11 01/04/11 01/04/11 01/04/11 01/04/11 01/04/11
Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose
Review and revise bid procedures motion. Review revised bid procedures motion. Review motion (.9); calls w/ Steingart re: update (.9); related follow-up (.2). Review and revise bid procedures motion. T/cs with Scheler re: bid procedures motion. Emails re: bid procedures motion (1.1); related follow-up (.6).
2.30 0.50 2.00 1.30 0.90 1.70 4.20
2,231.00 290.00 2,200.00 1,261.00 873.00 1,649.00 2,436.00
01/05/11 01/05/11 01/05/11
01/06/11 01/06/11 01/06/11 01/07/11 01/07/11 01/08/11
Bonnie Steingart Bonnie Steingart Matthew Roose Bonnie Steingart Matthew Roose Brad E. Scheler
01/08/11
Alan Resnick
01/08/11 01/09/11
Matthew Roose Brad E. Scheler
Tic with Anup re: update (.2); o/c with Scheler re: same (.2); emails to IC and K&E re: same (.4); review revised pleading (.8); o/c with Steingart re: same (.4); o/c with Scheler re: same (.5); review and revise same (1.1); emails with K&E, Moelis and Board re: same (.2); tic with Lennon re: same (.4). Review bid procedures motion (1.0); emails and tics with Roose and Steingart re: same (1.0). Review and revise bid procedures motion (1.8); tic with Roose re: same (.4). T/c with Sathy re: modifications to motion (.6); emails and calls with Scheler and Steingart re: modifications (.5); tic with Scheler re: same (.2). Review and revise bid procedures motion. Calls and emails w/ K&E re: bid procedures motion (1.5); related follow-up (.8). Review further revised bid procedures motion. Review issues re: deal and revised papers. Tic with Lennon re: update. Review and revise bid procedures motion, commitment agreements and bid procedures (1.2); multiple tics and emails re: same and update (1.8). Review revised motion for approval of Five Mile/Lehman commitments, bid procedures, and related documents (.7); review a draft of the New Party/Midland Commitment (.2). Review bid procedures motion (.8); emails with team re: same (.3). Review and comment on bid procedures motion (1.1 ); review term sheets (.8); tic with Ruisi, Roose, Steingart re: same (.4); related follow up (.7).
2.00 2.20 1.30
2,200.00 2,134.00 754.00
1.90 2.30 0.50 2.30 0.20 3.00
1,843.00 2,231.00 290.00 2,231.00 116.00 3,300.00
0.90
900.00
1.10 3.00
638.00 3,300.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust Matter: 00005 Plan Process
Page 6
Date
Timekeeper
Description
Hours
Amount
01/09/11 01/09/11 01/09/11 01/09/11
Bonnie Steingart Bonnie Steingart Bonnie Steingart Alan Resnick
Review and revise bid procedures motions (.8); multiple tics and emails re: same (.6). Review and revise bid procedures motions (.8); multiple tic and email re: same (1.6). Multiple tics and emails re: bid procedures motion. Review correspondence and submit! comments re: draft of motion to approve bid procedures and Five Mile/Lehman as stalking horse bidder. Review pleadings, declaration, commitment letters (1.6); review and revise pleading (.5); tic with Scheler, Ruisi and Steingart re: same (.4); multiple emails with Kirkland re: same (.4); tic with Lennon re: pleading (.3). Review bid procedures motion and related emails (1.3); emails and tic with team re: same (.7). Review issues regarding bid procedures motion, Lehman cash out, and Midland financing. Review revisions to deal documents (2.4); ole with Roose re: same (.8). Review various issues related to bid procedures motion (1.9); multiple o/cs with Roose re: same (.4).
Ole with Steingart re: motion; commitment letter and supporting papers (.8); review termination events in documents (.9); emails to K&E re: same (.1); ole with Steingart re: same (.4).
-2.40 2.40 0.80 0.40
-2,328.00 2,328.00 776.00 400.00
01/09/11
Matthew Roose
3.20
1,856.00
01/10/11 01/10/11 01/10/11 01/10/11 01/10/11
Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose
2.00 2.10 3.20 2.30 2.20
2,200.00 2,037.00 3,104.00 2,231.00 1,276.00
01/11/11 01/11/11 01/12/11 01/12/11
Bonnie Steingart Bonnie Steingart Bonnie Steingart Alan Resnick
Review and revise bid procedures motion. Review Nov. 2010 Board Reporting Package. Review revised term sheets. Review revised motion to approve Five Mile/Lehman stalking horse bid, bid procedures, and for other relief, and reviewed related documents. Tic w/Bonnie Steingart and Matt Roose re: revised draft motion to approve Five Mile/Lehman stalking horse bid, bid procedures and for other relief. Tic w/Brad Scheler, Bonnie Steingart, and Matt Roose re: revised draft motion to approve Five Mile/Lehman stalking horse bid, bid procedures and for other relief. Review revised bid procedures motion (.5); review revised commitment letter (.5); review Five Mile-Lehman Agreement (.4); review Five Mile-Midland Agreement (.5); review related documents re: Five Mile bid (.8); ole with Steingart re: same (.4); tic with Resnick re: same (.4); call with Steingart and Ruisi re: same (.3); tic with Steingart and Anup re: same (.3); comments to motion (.8). Review Moelis presentations. Review debtor/special servicer commitments.
2.90 1.20 2.80 0.50
2,813.00 1,164.00 2,716.00 500.00
01/12/11
Alan Resnick
0.30
300.00
01/12/11
Alan Resnick
0.70
700.00
01/12/11
Matthew Roose
4.90
2,842.00
01/12/11 01/12/11
Gabriel Libhart Gabriel Libhart
1.50 0.50
690.00 230.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process
Page 7
Date
Timekeeper
Description
Hours
Amount
01/13/11 01/13/11 01/13/11 01/13/11 01/14/11 01/14/11 01/14/11 01/14/11 01/14/11
Brad E. Scheler Bonnie Steingart Bonnie Steingart Gabriel Libhart Bonnie Steingart Bonnie Steingart Bonnie Steingart Bonnie Steingart Alan Resnick
T/c with Steingart re: bid procedures motion (.7); related follow up (.3). Review motion to extend exclusivity (.8); calls re: same (.2); emails re: same (.2). Review revised documents (1.1); tic w/ Scheler (.7); related follow-up (.8). Draft chart comparing term sheet provisions. T/c and emails re: update and open issues. Review revisions to bid procedures motion (1.2); multiple tics and emails re: same (1.7). Review revisions to Derrough declaration. T/cs and emails w/ Debtors re final issues. Review revisions to the bidding procedures, motion to approve bidding procedures and other relief, Lehman Commitment Letter, Derrough declaration, and Agreement Relating to Midland Commitment. Review revised stalking horse papers (.8); tic with Steingart re: same (.2); emails with Scheler re: open issues (.2); emails with IC re: open issues (.3); multiple tic and emails with K&E re: finalizing documents (.6). Draft chart comparing term sheet provisions. Emails re: final documents. Emails and calls re: open issues. Review final documents. Review chart of termination events (.3); o/c with Lib hart re: same (.1). Draft chart comparing term sheet provisions (4.1); o/c w/ Roose re: same (.1). Emails w/ M. Roose re: recent filings. Total:
1.00 1.20 2.60 8.50 1.40 2.90 1.10 1.50 0.40
1,100.00 1'164.00 2,522.00 3,910.00 1,358.00 2,813.00 1,067.00 1,455.00 400.00
01/14/11
Matthew Roose
2.10
1,218.00
01/14/11 01/15/11 01/16/11 01/17/11 01/18/11 01/18/11 01/23/11
Gabriel Libhart Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart
3.40 0.40 1.00 1.30 0.40 4.20 0.30 98.80
1,564.00 232.00 1,100.00 1,261.00 232.00 1,932.00 138.00 80,178.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00006 Communications with Creditors and Interest Holders
Page 8
Time Detail
01/07/11 01/07/11 01/11/11
Brad E. Scheler Bonnie Steingart Brad E. Scheler
T/cs with counsel to 5 Mile, Lehman and Midland (1.3); related follow-up (.7). T/cs with counsel to 5 Mile, Lehman and Midland (1.3); relatd follow-up (.6). T/c with Gottesman (.5); tic w/ Steingart re: same (.4); related follow up (.1 ); review and comment on bid procedures motion (1.0). T/c w/ Scheler re: LNR (.4); o/c w/ Roose re: same (.3); tic w/ LNR (.5); related follow-up (.5). T/c with Gottesman re: update. Review creditor communications (.7); related follow up (.3). Correspondence re: Ad Hoc Committee. Review LNR letter. Review correspondence from Gottesman. Draft letter to Gottesman re: communication (.6); emails with Scheler re: same (.2). Review Gottesman correspondence (.2); call w/ Steingart (.5); emails re: same (.3). T/c w/ Scheler re: Gottesman ltr (.6); review letter (.4); emails re: same (.2). Total:
2.00 1.90 2.00
2,200.00 1,843.00 2,200.00
01/11/11 01/11/11 01/12/11 01/12/11 01/12/11 01/17/11 01/17/11 01/18/11 01/18/11
Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart
1.70 0.50 1.00 1.10 0.80 0.70 0.80 1.00 1.20 14.70
1,649.00 290.00 1,100.00 1,067.00 776.00 679.00 464.00 1'100.00 1,164.00 14,532.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues
Page 9
Time Detail
Date 01/04/11 01/05/11 01/06/11 01/07/11 01/07/11 01/08/11 01/09/11 01/11/11 01/12/11 01/14/11 01/14/11 01/18/11 01/18/11 01/26/11 01/28/11 Timekeeper Gabriel Libhart Gabriel Libhart Gabriel Libhart Matthew Roose Gabriel Ubhart Alan Resnick Gabriel Ubhart Gabriel Ubhart Gabriel Ubhart Matthew Roose Meryl Yang Matthew Roose Meryl Yang Meryl Yang Bonnie Steingart Description Draft/revise Interim Fee Application; multiple calls and o/cs with M. Roose re: same. Draft/revise Interim Fee Application. Draft/revise Interim Fee Application. Review and revise FFHSJ fee application. Draft/revise Interim Fee Application. Review and revise interim fee application. Draft/revise Interim Fee Application. Review US Trustee and Local Guidelines re: expenses in interim fee application. Call with Marc Carmel re: interim fee application objection deadline. Finalize and file interim fee application. Prep first interim fee application for service and filing. T/c with US Trustee re: Interim Fee Applications (.1); follow-up with Carmel and Steingart re: same (.2). File affidavit of service for first interim fee application. File December monthly fee application. Review issues re: US Trustee objections. Total: Hours 7.00 0.50 1.00 2.80 4.30 0.80 0.60 1.40 0.10 1.30 1.50 0.30 0.30 0.50 1.20 23.60 Amount 3,220.00 230.00 460.00 1,624.00 1,978.00 800.00 276.00 644.00 46.00 754.00 300.00 174.00 60.00 100.00 1'164.00 11,830.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00008 Litigation Relating to Plan Process
Page 10
Time Detail
01/19/11 01/19/11 01/20/11 01/20/11 01/20/11 01/20/11 01/21/11 01/21/11 01/21/11 01/21/11 01/21/11
Gabriel Libhart Gabriel Libhart Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose
Prepare chronological chart re: discovery. Attention to issues re: status conference/document production/next steps. Review email correspondence re: upcoming litigation and discovery issues (.6); related follow-up (.4). Follow-up from status conference (1.1 ); attention to discovery issues (1.2).
3.60 0.20 1.00 2.30 1.50 6.80 1.00 1.20 0.50 0.90 1.60
1,656.00 92.00 1,100.00 2,231.00 870.00 3,128.00 1,100.00 1'164.00 485.00 873.00 928.00
Ole with Libhart re: discovery chronology (.4); review and revise same (1.1). Prepare deposition chronological chart (6.4); ole with Roose re: same (.4).
Tic with Steingart re: discovery issues (.4); review related correspondence (.6). Review issues re: document requests (1.0); ole with Roose and Libhart re: same (.2). Tic w/Debtors re: discovery. Tic w/ Scheler re: discovery issues (.4); review related issues (.5). Attention to issues re: discovery (1.1 ); tic with Steingart and Anup re: same (.3); ole with Steingart and Libhart re: same (.2). Ole with Roose and Steingart re depositions/process (.2); related follow up (.2). Prepare deposition chronological chart. Review documents requests (1.2); tics re: same (.4); related follow-up (.1 ). Review discovery requests (.8); tic with K&E re: discovery (.4); emails re: same (.1). Draft doc prod request comparison chart. Call with Kirkland re: document production requests. Review and revise chronology. Attention to issues re: discovery (1.3); review and revise chronology (.6). Attention to document production requests. Ole with M. Roose re: production/depositions. Revise chronological chart. Review correspondence (.3); attention to issues re: discovery/deposition (.7). Attention to issues re: discovery.
01/21/11 01/21/11 01/22/11 01/22/11 01/22/11 01/22/11 01/23/11 01/24/11 01/24/11 01/24/11 01/24/11 01/25/11 01/25/11
Gabriel Libhart Gabriel Libhart Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart Matthew Roose Matthew Roose Gabriel Libhart Gabriel Libhart Gabriel Libhart Brad E. Scheler Matthew Roose
0.40 9.90 1.70 1.30 2.10 0.40 3.50 1.90 1.50 0.50 5.30 1.00 0.60
184.00 4,554.00 1,649.00 754.00 966.00 184.00 2,030.00 1,102.00 690.00 230.00 2,438.00 1,100.00 348.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00008 Litigation Relating to Plan Process
Page 11
Date
Timekeeper
Description
Hours
Amount
01/25/11 01/25/11 01/26/11 01/26/11 01/26/11 01/26/11 01/26/11 01/27/11 01/27/11 01/27/11 01/27/11 01/27/11 01/27/11 01/28/11 01/28/11 01/28/11 01/28/11 01/28/11 01/28/11 01/28/11 01/28/11 01/28/11 01/29/11 01/29/11 01/29/11 01/29/11 01/29/11 01/30/11 01/30/11 01/30/11
Gabriel Libhart Natalie C. Spano Bonnie Steingart Bonnie Steingart Bonnie Steingart Gabriel Libhart Gabriel Libhart Bonnie Steingart Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart Leo Roymisher Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Jon Finelli Jon Finelli Gabriel Libhart Gabriel Libhart Gabriel Libhart Matthew Roose Jon Finelli Jon Finelli Jon Finelli Gabriel Libhart Matthew Roose Matthew Roose Jon Finelli
Revise deposition chronological chart/outline. Coordinated with client and associates on data collection. Review preliminary objections. Review memo re: standing of Appaloosa and LNR. Review issues re: discovery. Review Appaloosa and LNR standing filings. Attention to issues re: document collection. Attention to issues re: document requests and discovery. Attention to discovery issues. Attention to issues re: discovery and document collection. Review process letter, 1109(b) motions, preliminary objections (1.5); summary email to team re: same (1.5). Review deposition notice from Ad Hoc Committee, emails and calls re: document production. Processing PST file for Bernard Zuroff through Law and updating to Concordance
4.80 0.50 2.60 0.70 0.40 1.30 4.50 1.50 0.30 1.10 3.00 0.90 3.00 0.60 0.90 1.90 1.30 0.50 3.00 0.20 5.20 0.10 1.10 1.30 2.50 3.00 6.20 1.50 3.50 3.00
2,208.00 132.50 2,522.00 679.00 388.00 598.00 2,070.00 1,455.00 291.00 638.00 1,380.00 414.00 795.00 582.00 873.00 1,843.00 754.00 275.00 1,650.00 92.00 2,392.00 46.00 638.00 715.00 1,375.00 1,650.00 2,852.00 870.00 2,030.00 1,650.00
Tic with K&E re: various issues re: discovery. Review issues re: discovery and deposition notices. Review documents. Calls and emails re: stalking horse discovery (1.1); related follow-up (.2). 0/cs with M. Roose and G. Libhart re: motion to approve bidding procedures. Review motion to approve bidding procedures, commitment letter, term sheet, and related filings. Email re: summary of Deposition Notices. Document review. Call with Kirkland re: document production/depositions. Review and revise issue list for discovery. Review preliminary objections from 6 parties. Draft summary chart summarizing preliminary list of objections to Bid Procedures motion. Continue drafting summary chart of preliminary objections. Document review. Review and revise issue list for discovery. Draft responses and objection to document requests. Review and revise summary chart of preliminary objections and continue drafting re: same. Emails with M. Roose and G. Libhart.
Page 12
Date
Timekeeper
Description
Hours
Amount
01/30/11 01/30/11 01/31/11 01/31/11
Jon Finelli Gabriel Libhart Bonnie Steingart Matthew Roose
Complete drafting summary chart of objections; research re: same and email re: same. Document review. Review issues re: doc. reqs. Review and revise document notice responses (1.1 ); review and revise preliminary objection chart (1.5); tic with Finelli re: same (.2). Review documents for production. Review deposition notices and discovery requests and review responses to discovery requests re: same; related follow up with M. Roose re: same. Review and revise preliminary objections chart (3.1 ); follow up with M. Roose (.2) and emails to Board re: same (.2). Research re: preliminary objections. Document review (4.7); multiple calls and emails re: same (.4). Document review (4.3), multiple calls and emails re: same (.9). Processing PST files received from Forensic collection Total:
2.80 0.50 1.20 2.80
1,540.00 230.00 1,164.00 1,624.00
01/31/11 01/31/11
Matthew Roose Jon Finelli
1.10 2.80
638.00 1,540.00
01/31/11
Jon Finelli
3.50
1,925.00
01/31/11 01/31/11 01/31/11 01/31/11
Jon Finelli Gabriel Libhart Gabriel Libhart Leo Roymisher
0.50 5.10 5.20 3.00 139.60
275.00 2,346.00 2,392.00 795.00 78,182.50
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust Matter: 00002 Communications with Independent Committee
Time Detail
02/01/11 02/04/11 02/04/11 02/07/11 02/07/11 02/08/11 02/08/11 02/09/11 02/10/11 02/10/11 02/15/11 02/16/11 02/17/11 02/17/11 02/24/11 02/25/11 02/28/11
Bonnie Steingart Brad E. Scheler Bonnie Steingart Brad E. Scheler Bonnie Steingart Brad E. Scheler Bonnie Steingart Bonnie Steingart Brad E. Scheler Bonnie Steingart Brad E. Scheler Gabriel Libhart Brad E. Scheler Bonnie Steingart Brad E. Scheler Brad E. Scheler Matthew Roose
Multiple tics wth clients re: various issues. T/c with clients re: open issues (.9); o/c w/ Steingart re: same (.7) related follow up (.4). T/cs with clients (.9); o/c w/ Scheler (.7); related follow up (.3). T/c with L. Ruisi (.3); attention to open issues (1.7). T/c with L. Ruisi. T/c with clients re: open issues (.5); o/c w/ Steingart (.7); related follow up (.3). T/c with clients (.5); o/c w/ Scheler (.7). Prepare materials for Independent Committee re: joint bids. T/c with L. Ruisi (.9); related follow up (.1). T/c with L. Ruisi. Attention to issues re: Five Mile/Lehman ltr (.4); calls and emails w/ L. Ruisi re: same. (.6). Email to clients re: revised Five Mile/Lehman offer. Review letter (.8); call with B. Steingart and L. Ruisi re: Five Mile/Lehman letter (.7); related follow up (.5). Review Five Mile/Lehman letter (.5); discuss with L. Ruisi (.7); related follow up (.4). Attention to issues re: depositions (2.0); review chart of issues (.5); call with Ruisi re: same (.5). T/c with L. Ruisi re: Five Mile/Lehman letter and related follow up (1.5); calls re: same (.5). T/cs with L. Ruisi re: update. Total:
1.80 2.00 1.90 2.00 0.30 1.50 1.20 1.30 1.00 0.90 1.00 0.50 2.00 1.60 3.00 2.00 0.40 24.40
1,746.00 2,200.00 1,843.00 2,200.00 291.00 1,650.00 1,164.00 1,261.00 1,100.00 873.00 1,100.00 230.00 2,200.00 1,552.00 3,300.00 2,200.00 232.00 25,142.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00003 Board Meetings
Time Detail
02/01/11 02/01/11 02/01/11 02/02/11 02/02/11
Brad E. Scheler Matthew Roose Gabriel Libhart Brad E. Scheler Bonnie Steingart
Review Moelis materials (.2); Board call and related follow up (1.8). Board call (.7); follow up call with L. Ruisi and A. Sathy (.3); attention to issues re: board minutes (1.1 ). Board call (.7); follow up call with L. Ruisi and A. Sathy (.3). Review Moelis materials for 2/1 Board meeting and related follow up with team. Review draft minutes to meetings of the Board and meetings of the Independent Committee (.7); o/c with M. Roose re: same (.2). Review and revise board minutes (. 7); ole with B. Steingart re: same (.2). Review of Board of Trustees and Independent Committee minutes. Review draft minutes to meetings of the Board and meetings of the Independent Committee. Review draft minutes to meetings of the Board and of meeting of the Independent Committee. Review minutes (1.6); Vc with M. Carmel (.5) and related follow up (.2). Emails with M. Carmel re: comments to Board minutes. Review revised minutes (.5); emails with Independent Committee re: same (.2). Review December Board reporting package. Board meeting (.4); follow up calls with F. Kleisner (.2). Attention to issues re: Board meetings. Review materials re: Board. Attention to issues re: 2/18 Board meeting (.5); review materials re: Board meeting (1.1). Attend Board of Trustees meeting (2.8); meeting with Independent Committee (1.2). Meeting with Independent Committee (1.2); related follow up (.3). Attend Board meeting. Review minutes of Board of Trustees meeting and related follow up. Total:
2.00 2.10 1.00 1.00 0.90
2,200.00 1,218.00 460.00 1,100.00 873.00
02/02/11 02/03/11 02/04/11 02/05/11 02/07/11 02/07/11 02/07/11 02/08/11 02/08/11 02/09/11 02/10/11 02/17/11 02/18/11 02/18/11 02/18/11 02/21/11
Matthew Roose Brad E. Scheler Bonnie Steingart Alan Resnick Bonnie Steingart Matthew Roose Matthew Roose Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Bonnie Steingart Brad E. Scheler
0.90 1.00 1.20 0.80 2.30 0.40 0.70 0.50 0.60 1.00 1.00 1.60 4.00 1.50 2.80 1.00 28.30
522.00 1,100.00 1,164.00 800.00 2,231.00 232.00 406.00 485.00 348.00 1,100.00 970.00 928.00 4,400.00 1,455.00 2,716.00 1,100.00 25,808.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00004 Hearings and Court Issues
Time Detail
Timekeeper Description
02/08/11
Matthew Roose
Attend discovery status conference (2.0); emails to team re: same (.5); related follow up (.5). Total:
3.00 3.00
1,740.00 1,740.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process
Time Detail
02/01/11 02/01/11 02/15/11 02/16/11 02/16/11 02/23/11 02/24/11 02/25/11 02/28/11
Bonnie Steingart Bonnie Steingart Gabriel Libhart Brad E. Scheler Gabriel Libhart Brad E. Scheler Matthew Roose Matthew Roose Brad E. Scheler
Review marketing and process letter.
1.20 0.70 1.00 1.00 1.00 1.00 0.40 0.80 1.00
1,164.00 679.00 460.00 1,100.00 460.00 1,100.00 232.00 464.00 1,100.00
Tic with Debtors re: open issues.

Review revised Five Mile/Lehman offer; emails re: same. Review revised Five Mile/Lehman bid and related follow up. Review Lehman letter. (.6); related follow up (.4). Review of K&E response to Five Mile/Lehman letter (.8); related follow up (.2). Call with Z. Jamal re: update (.2); emails with team re: same (.2). Attention to issues re: Five Mile/Lehman letter (.3); tics with B. Scheler re: same (.5).
Tic with Debtors (.3); ole with B. Steingart and M. Roose

re: update to stalking horse motion (.4); related follow up (.3).
02/28/11 02/28/11
Bonnie Steingart Matthew Roose
Tic with Debtors (.3); ole with Scheler/Roose (.4); attention to issues re: same (.7). Ole with B. Scheler and B. Steingart re: update (.4); t/c with A. Sathy re: update (.3); attention to issues re: Board meeting (.2). Total:
1.40 0.90
1,358.00 522.00
10.40
8,639.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00006 Communications with Creditors and Interest Holders
Time Detail
02/01/11 02/04/11 02/04/11
Gabriel Libhart Bonnie Steingart Matthew Roose
Tic with objectors and K&E re: process for depositions.

Review correspondence for Ad Hoc Committee. Review expression of interest of Ad Hoc Committee (.5); email summary to Independent Committee re: same (.4). Attention to issues re: Ad Hoc Committee. Research issues M. Bienenstock raised with B. Scheler re: Ad Hoc Committee (1.9); email summary of same to B. Scheler (.5). Attention to emails from Ad Hoc Committee re: Independent Committee production (.3); tic with G. Mastoris re: same (.2). Total:
0.60 0.90 0.90
276.00 873.00 522.00
02/06/11 02/09/11
Brad E. Scheler Matthew Roose
1.00 2.40
1,100.00 1,392.00
02/10/11
Matthew Roose
0.50
290.00
6.30
4,453.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues
Time Detail
Timekeeper Description
02/18/11
Matthew Roose
Review reservation of rights re: FFHSJ fee application and monthly bill (1.1 ); em ails to team re: same (.4). Total:
1.50 1.50
870.00 870.00
Time Detail
Date 02/01/11 02/01/11 Timekeeper Bonnie Steingart Matthew Roose Description Conference call re: discovery; related follow up. Attention to issues re: discovery (1.2); call with objectors and K&E re: discovery (.6); follow up call with K&E (.4); review and revise deposition preparation materials (2.1). Review documents in preparation for document production. Document review (12.2); calls/emails re: same (1.7). Coordinated with G. Libhart on document review and production. Review issues re: Kleisner production (1.1 ); review documents (.6). Review draft objection to discovery requests (.5); ole with Roose re: same (.3). Draft discovery production letters (.8); ole with Steingart re: same (.3) Document review (8.3); multiple t/c and emails with B. Steingart (.5); multiple t/c and emails with K&E (.5). Discovery call. Document review. Draft and review and revise confidentiality agreement with Morgans Hotel (2.0); follow up with M. Roose re: same (.5) and emails with team re: same (.3). Draft letters re: discovery requests. Follow up with team re: discovery issues (.4); emails re: same (.2). Document review (13.5); calls/emails re: same (3.1). Revise deposition calendar. Hours 1.40 4.30 Amount 1,358.00 2,494.00
02/01/11 02/01/11 02/01/11 02/02/11 02/02/11 02/02/11 02/02/11 02/02/11 02/02/11 02/02/11
Jon Finelli Gabriel Libhart Natalie C. Spano Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Matthew Roose Jon Finelli Jon Finelli
7.30 13.90 0.40 1.70 0.80 1.10 9.30 0.70 5.30 2.80
4,015.00 6,394.00 106.00 1,649.00 776.00 638.00 5,394.00 406.00 2,915.00 1,540.00
02/02/11 02/02/11 02/02/11 02/02/11 02/02/11 02/02/11 02/02/11 02/03/11 02/03/11 02/03/11 02/03/11
Jon Finelli Jon Finelli Gabriel Libhart Gabriel Libhart
1.30 0.60 16.60 0.30 3.60 1.00 0.60 1.10 0.80 1.30 5.50
715.00 330.00 7,636.00 138.00 1,422.00 200.00 159.00 1,067.00 776.00 754.00 3,190.00
Cedrick Mendoza-Tolentino Draft letter re: discovery (2.1) and email re: discovery order (1.5). Meryl Yang Revise calendar of depositions. Natalie C. Spano Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Conference call re: document and email collection and review. Review confidentiality agreement. Prepare responses to document request. Review and revise discovery letters (.7); response/objections re: same (.6). Review and redact documents (4.6); multiple ole and email with B. Steingart (.9).
Date
Timekeeper
Description
Hours
Amount
02/03/11 02/03/11
Matthew Roose Jon Finelli
Document review (5.5); multiple meetings with team (1.2); multiple calls with K&E (.8). Follow up with B. Steingart and M. Roose re: Morgans confidentiality agreement (.4); email to Morgans re: same (.1). Revise email to requesting parties re: discovery. Document review. Revise discovery letters. Document review. Document review (9.3); calls/emails re: same (2.9).
7.50 0.50
4,350.00 275.00
02/03/11 02/03/11 02/03/11 02/03/11 02/03/11 02/03/11 02/04/11 02/04/11 02/04/11 02/04/11 02/04/11 02/04/11 02/04/11 02/04/11 02/04/11
Jon Finelli Jon Finelli Jon Finelli Jon Finelli Gabriel Libhart
0.30 4.50 0.40 5.80 12.20 9.10 1.30 6.00 1.50 1.00 3.00 1.00 9.90 10.80 5.50
165.00 2,475.00 220.00 3,190.00 5,612.00 3,594.50 1,261.00 3,480.00 870.00 550.00 1,650.00 550.00 4,554.00 4,266.00 1,457.50
Cedrick Mendoza-Tolentino Document review (6.5); revise letters to opposing counsel re: same (2.6). Bonnie Steingart Prepare materials for Independent Committee re: discovery letters. Matthew Roose Matthew Roose Jon Finelli Jon Finelli Jon Finelli Review documents (3.5); revise letters, objections and responses (1.3); finalize document production (1.2). Review second document production (1.1); draft summary of documents (.4). Meeting with team re: depositions and discovery tasks (.7); follow up re: same (.3). Review discovery (.5); prepare chronology re: same (2.5). Prepare chronology.
Gabriel Libhart Document review (7.5); calls/emails re: same (2.4). Cedrick Mendoza-Tolentino Document review. Leo Roymisher Process and import to Concordance 2 CO's with documents for future review, process 2 PST and loose files received from another custodian and upload it to Concordance. Created FTP site and login information as perM. Roose's request; prepare documents for production and review; ran queries as per G. Libhart's request; created privilege log as per G. Libhart's request. Review documents (2.3); email with K&E re: document issues (.4); multiple emails with team re: document issues (.7). Draft and revise chronology. Document review. Calls/emails re: client production. Process Kirkland FTP upload for review in Concordance. Review documents (4.2); tic with K&E re: open issues (.5).
02/04/11
Natalie C. Spano
6.30
1,669.50
02/05/11
Matthew Roose
3.40
1,972.00
02/05/11 02/05/11 02/05/11 02/05/11 02/05/11 02/06/11
Jon Finelli Gabriel Libhart Gabriel Libhart Leo Roymisher Matthew Roose
2.50 10.00 0.50 7.30 1.00 4.70
1,375.00 4,600.00 230.00 2,883.50 265.00 2,726.00
Cedrick Mendoza-Tolentino Document review.
Date
Timekeeper
Description
Hours
Amount
02/06/11 02/06/11 02/06/11 02/06/11 02/06/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11 02/07/11
Jon Finelli Jon Finelli Gabriel Libhart
Draft and revise chronology. Review and revise chronology. Emails re: document production.
3.20 4.20 0.50 5.70 1.00 1.90 0.50 2.50 3.20 0.40 0.60 3.00 0.50 3.50 4.00 10.50 2.90 4.40 12.50
1,760.00 2,310.00 230.00 2,251.50 265.00 1,843.00 485.00 1,450.00 1,856.00 232.00 348.00 1,650.00 275.00 1,925.00 2,200.00 4,830.00 1,334.00 1,738.00 4,937.50
Cedrick Mendoza-Tolentino Document review. Leo Roymisher Process Midland FTP upload for review in Concordance. Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Matthew Roose Matthew Roose Jon Finelli Jon Finelli Jon Finelli Jon Finelli Gabriel Libhart Gabriel Libhart Steven Starr Review revised documents. Review Midland motion re: production order. Review documents (1.5); review Independent Committee production documents (1.0). Review and revise Ruisi deposition prep chart. Meeting with team re: update (.3); related follow up (.1 ). Review Midland's motion for protective order (.4); emails with B. Steingart re: same (.2). Review and revise chronology (.5); review document production (2.5). Meeting with team re: discovery; related follow up re: same. Review document production from Debtors (2.5); emails and tic with team re: same (1.0). Review Debtors' document production; related follow up. Document review (7.0); prepare production (3.5). Draft privilege log. Review documents from Five Mile production.
02/07/11 02/08/11 02/08/11 02/08/11 02/08/11 02/08/11 02/08/11 02/08/11 02/08/11 02/08/11 02/08/11
Cedrick Mendoza-Tolentino Document review (9.7); edit and revise letters (.9); update deposition calendar (.2); prepare document production (1.7). Create privilege log as per G. Libhart's request. Natalie C. Spano Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Jon Finelli Jon Finelli Gabriel Libhart Gabriel Libhart Steven Starr Review Ruisi document production. Review documents produced by objectors. Review productions from Debtors, Midland, Five Mile and other objectors. Review Independent Committee production. Review discovery from Debtors, Five Mile and Midland. Review discovery from Debtors (4.0); related follow up with team re: same (.5). Review documents for production. Revise privilege log for document production. Review of documents from Five Mile production.
0.70 1.50 2.30 3.50 2.50 5.00 4.50 12.90 2.10 4.80 13.10
185.50 1,455.00 2,231.00 2,030.00 1,450.00 2,750.00 2,475.00 5,934.00 966.00 1,896.00 5,174.50
Cedrick Mendoza-Tolentino Document review (11.9); review document production letters (1.2).
Date
02/08/11
Timekeeper
Joseph Chan
Description
Download received productions from various FTP sites and import into received productions databases; import native files to LAW database; batch process tiffing and OCRing; manually tiffing out documents with exceptions errors; exporting as single page tiff images with Concordance load files; loading into Concordance database for review; running production of ICS documents and bates stamping with custodian information and confidentiality stamping along with numbers. Review preliminary objections. Review Independent Committee production. Review final production from Debtors, Five Mile, Lehman and Midland. Review and revise Ruisi deposition preparation chart (3.6); multiple t/c and emails with S. Starr re: same (.5). Review supplemental declarations. Review and revise chronology (2.1 ); meeting with team re: same (1.7). Review discovery from Debtors, Five Mile and Midland. E-mails re: document production/depositions. Review documents for production/deposition preparation. Revise outline for Ruisi deposition. Document review for Ruisi deposition.
Hours
7.00
Amount
1,855.00
02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11 02/09/11
Bonnie Steingart Matthew Roose Matthew Roose Matthew Roose Matthew Roose Jon Finelli Jon Finelli Gabriel Libhart Gabriel Libhart Gabriel Libhart Steven Starr
2.20 2.20 3.20 4.10 1.50 3.80 4.80 0.40 8.20 4.10 3.80 0.20 1.00 1.20 7.10 4.60 3.50
2,134.00 1,276.00 1,856.00 2,378.00 870.00 2,090.00 2,640.00 184.00 3,772.00 1,886.00 1,501.00 79.00 395.00 474.00 2,804.50 1,817.00 927.50
Cedrick Mendoza-Tolentino Revise deposition calendar. Cedrick Mendoza-Tolentino Revise document production letters. Cedrick Mendoza-Tolentino Review motions and pleadings re: hearing. Cedrick Mendoza-Tolentino Prepare chart re: term sheet. Cedrick Mendoza-Tolentino Revise chronology. Joseph Chan Download received productions from various FTP sites by counsel; manipulate load files and load into received productions database for review. Prepare for Ruisi prep. Review declarations of R. Greenspan and W. Derrough. Review and revise Ruisi deposition preparation chart (3.2); meeting with B. Steingart and G. Libhart re: same (1.2); review preparation chart and document production (1.3). Review supplemental declarations (.9); multiple o/c with B. Steingart re: same (.5); t/c with K&E re: same (.4). Review and revise issues list for deposition preparation (1.1 ); em ails with G. Libhart re: same (.3). Review chart re: Debtor Commitment Letter .
02/10/11 02/10/11 02/10/11
Bonnie Steingart Bonnie Steingart Matthew Roose
1.20 1.40 5.70
1'164.00 1,358.00 3,306.00
02/10/11 02/10/11 02/10/11
Matthew Roose Matthew Roose Matthew Roose
1.80 1.40 1.20
1,044.00 812.00 696.00
Date 02/10/11 02/10/11 02/10/11 02/10/11 02/10/11 02/10/11 02/10/11 02/10/11 02/10/11
Timekeeper Matthew Roose Jon Finelli Jon Finelli Jon Finelli Gabriel Libhart Steven Starr
Description T/c with Paul Weiss re: Apollo production. Draft supplement to chronology. Emails re: chronology (.3); follow up re: same (.2). Review declaration of Trimont and company financials. Deposition preparation (9.1 ); calls/e-mails re: same (2.1). Prepare documents for deposition preparation.
Hours 0.40 2.00 0.50 0.50 11.20 8.30 7.70 1.90 2.50
Amount 232.00 1,100.00 275.00 275.00 5,152.00 3,278.50 3,041.50 750.50 662.50
Cedrick Mendoza-Tolentino Revise chronology and related documents for deposition preparation. Cedrick Mendoza-Tolentino Research common interest doctrine. Joseph Chan Create new user account for FF FTP site; downloading received productions from FTP site and load into received productions database. Meeting with L. Ruisi for deposition preparation (.3); review related materials (.7). Meeting with L. Ruisi re: deposition preparation (4.5); related follow up (1.4). Prepare for Ruisi prep. Attention to issues re: document production. Prepare for L. Ruisi deposition (1.1 ); L. Ruisi deposition preparation session (4.5); related follow up (.4). Review Apollo production (2.8); related follow up (.4). Review Apollo production. Meet with L. Ruisi re: deposition (4.5); related follow up (.3). Review Apollo production (3.5); attend to issues re: same (1.2). Review of Apollo documents. Download 2 productions from Paul Weiss FTP site; correct provided material to fit FF environment and upload to Concordance for review. Review documents (1.8); related follow up (.6). T/c with B. Steingart re: document production. Calls and emails re: document production and depositions (1.3); related follow up (. 7). Attention to issues re: document production (1.9); t/c with K&E re: same (.3); follow up calls with team re: same (.2); follow up call with J. Landis re: same (.2). Prepare summary of Commitment Letter (.9); emails to B. Steingart re: same (.4). Prepare for depositions. Follow up re: Derrough deposition and litigation update.
02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11 02/11/11
Brad E. Scheler Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Jon Finelli Gabriel Libhart Gabriel Libhart Steven Starr Leo Roymisher
1.00 5.90 2.40 0.60 6.00 3.20 1.80 4.80 4.70 0.40 1.30 2.40
1,100.00 5,723.00 2,328.00 582.00 3,480.00 1,856.00 990.00 2,208.00 2,162.00 158.00 513.50 636.00
Cedrick Mendoza-Tolentino Document review (Apollo production).
02/12/11 02/12/11 02/13/11 02/13/11
Bonnie Steingart Matthew Roose Brad E. Scheler Matthew Roose
2.40 0.30 2.00 2.60
2,328.00 174.00 2,200.00 1,508.00
02/13/11 02/13/11 02/14/11
Matthew Roose Gabriel Libhart Brad E. Scheler
1.30 2.50 1.00
754.00 1,150.00 1,100.00
Date 02/14/11 02/14/11 02/14/11
Timekeeper Bonnie Steingart Matthew Roose Matthew Roose
Description Attend deposition ofW. Derrough. Attention to issues re: W. Derrough deposition (1.7); emails with B. Steingart re: issues (.6). Document review (2.3); attention to issues re: document production (1.1); revise L. Ruisi materials re: deposition preparation (1.3). Review declarations. Follow up re: deposition of W. Derrough. Review Apollo production.
Hours 7.90 2.30 4.70
Amount 7,663.00 1,334.00 2,726.00
02/14/11 02/14/11 02/14/11 02/14/11 02/15/11 02/15/11 02/15/11 02/15/11 02/15/11 02/15/11 02/15/11 02/15/11 02/16/11 02/16/11 02/16/11
Jon Finelli Gabriel Libhart Steven Starr Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart Gabriel Libhart
2.00 1.00 0.40 0.60 2.50 7.50 0.50 10.90 1.80 2.00 0.60 3.70 1.00 6.40 4.60
1,100.00 460.00 158.00 237.00 2,425.00 7,275.00 485.00 6,322.00 828.00 920.00 276.00 1,461.50 1,100.00 6,208.00 2,668.00
Cedrick Mendoza-Tolentino Document review regarding Apollo production. Meeting with L. Ruisi re: deposition prep. Defend deposition of L. Ruisi (7.0); related follow up (.5). Review issues re: protective order. Attend L. Ruisi deposition (7.0); deposition preparation (3.0); related follow up (.9). Follow up on Derrough deposition. Document review (1.7); emails re: same (.3).
Email re: Midland protective order. Review L. Ruisi deposition transcript. Cedrick Mendoza-Tolentino Tic with M. Roose re: depositions (.5); attention to Brad E. Scheler issues re: same (.5). Bonnie Steingart Matthew Roose Attend M. Beilinson deposition. Prepare for S. Hewes deposition (.7); attendS. Hewes deposition (3.0); emails re: same (.4); tic with B. Scheler re: same (.5). Follow up from L. Ruisi deposition (1.3); ole with G. Libhart re: depositions (.2). Attend K. Semon deposition.
02/16/11 02/16/11 02/16/11 02/16/11 02/16/11 02/17/11 02/17/11 02/17/11 02/22/11 02/23/11 02/23/11 02/24/11 02/24/11
Matthew Roose Jon Finelli Gabriel Libhart
1.50 5.60 0.20 2.80 1.70 2.10 1.20 3.10 1.20 2.30 2.10 0.30 0.10
870.00 3,080.00 92.00 1,288.00 782.00 1,218.00 552.00 1,426.00 696.00 2,231.00 1,218.00 174.00 39.50
Ole with M. Roose re: depositions. Gabriel Libhart Review L. Ruisi deposition for privilege. Gabriel Libhart Review L. Ruisi deposition for open issues. Matthew Roose Review W. Derrough and M. Belinson deposition transcripts. Gabriel Libhart Follow up re: deposition transcripts/review same. Review transcripts for open issues (2.1 ); emails re same Gabriel Libhart (.5); prepare chart re: same (.5). Matthew Roose Review R. Abersold deposition transcript. Bonnie Steingart Review deposition transcripts. Matthew Roose Review M. Lascher and R. Greenspan deposition transcripts. Matthew Roose Attention to issue re: protective order for objections. Cedrick Mendoza-Tolentino Review emails regarding objections to bid procedures.
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust Matter: 00008 Litigation Relating to Plan Process
Date
02/25/11 02/25/11 02/25/11 02/25/11 02/26/11 02/26/11 02/26/11 02/26/11 02/27/11 02/27/11 02/27/11 02/28/11 02/28/11 02/28/11 02/28/11 02/28/11
Timekeeper
Matthew Roose Matthew Roose
Description
Attention to witness lists (.5); stalking horse motion objections (1.1 ). Tic with J. Landis re: depositions and hearing preparation.
Hours
1.60 0.30 0.70 4.20 3.10 1.50 3.40 0.50 3.70 3.40 1.80 2.50 3.10 3.30 1.80 4.20 596.50
Amount
928.00 174.00 276.50 1,659.00 1,798.00 870.00 1,343.00 197.50 2,146.00 1,564.00 711.00 2,425.00 3,007.00 1,914.00 1,044.00 1,932.00 319,118.50
Cedrick Mendoza-Tolentino Review objections re: stalking horse motion. Cedrick Mendoza-Tolentino Prepare chart of objections re: stalking horse motion. Matthew Roose Matthew Roose Review deposition transcripts of R. Greenspan and K. Semon. Review objections to stalking horse motion.
Cedrick Mendoza-Tolentino Prepare objections chart re: stalking horse motion. Cedrick Mendoza-Tolentino Prepare list of witnesses re: hearing on stalking horse motion. Review objections to stalking horse motion (2.8); review Matthew Roose and revise summary re: same (.9). Gabriel Libhart Review and revise objections chart. Cedrick Mendoza-Tolentino Attention to issues re: objections. Review materials for Independent Committee. Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Gabriel Libhart Review objections to stalking horse motion. Review L. Ruisi deposition transcript for errata form. Review and revise objections chart to stalking horse motion. Attention to issues re: SHM objections. Total:
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00002 Communications with Independent Committee
Time Detail
Date 03101111 03101111 03/01111 03102111 03102111 03103111 Timekeeper Matthew Roose Matthew Roose Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Description Emails with F. Kleisner re: stalking horse motion objections. Tic with L. Ruisi and A. Sathy re: updates. Prepare and revise summary chart of objections (1.7); emails to Independent Committee re: same (.1 ). Tics with L. Ruisi (1.2); related follow up (.8). Tics with L. Ruisi (1.2) and related follow up (1.3). Multiple tic and emails re: revised Five Mile/Lehman offers (.7); emails and tic with B. Scheler and B. Steingart re: same (.5); emails with Independent Committee re: same (.3). Tic with L. Ruisi re: L. Ruisi declaration. Tic with B. Zuroff re: update. Meeting with M. Roose and L. Ruisi re: revised bid. Meeting with B. Steingart and L. Ruisi re: revised bid. Multiple tic wl L. Ruisi (1.4); emails and follow up re: bids (.6). Multiple tic wl L. Ruisi re: update. Hours 0.20 0.70 1.80 2.00 2.50 1.50 Amount 116.00 406.00 1,044.00 2,200.00 2,425.00 870.00
03/04/11 03/05/11 03/09/11 03109111 03110111 03/10111 03114111 03114111 03118111 03118111 03119111 03121111
Gabriel Libhart Gabriel Libhart Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Brad E. Scheler Bonnie Steingart Bonnie Steingart Gabriel Libhart Brad E. Scheler Brad E. Scheler
0.20 0.30 0.70 0.70 2.00 1.40 1.00 2.30 1.40 0.20 1.00 1.60
92.00 138.00 679.00 406.00 2,200.00 1,358.00 1,100.00 2,231.00 1,358.00 92.00 1,100.00 1,760.00
03121111 03121111 03121111 03121111 03121111
Bonnie Steingart Bonnie Steingart Laraine Rothenberg Mindy Meyers Peter Siroka
Tic with B. Steingart and L. Ruisi re: next steps. Review issues and correspondence re: next steps (1.3); tic with B. Scheler and L. Ruisi re: same (1.0). Prepare materials for IC re: bids. Review correspondence and proposal re: executive compensation. Attention to open issues re: CRO compensation and alternate proposal. Tic with L. Rothenberg, P. Siroka and M. Meyers re: CRO compensation (.4); related follow up (.9); tic with L. Ruisi (.3). Attention to issues re: CRO proposal. Tic with L. Ruisi (.3); prepare materials re: CRO compensation (.8). Tic with B. Scheler, P. Siroka and M. Meyers re: CRO compensation (.4); related follow up (.1 ). Tic with B. Scheler, L. Rothenberg and P. Siroka re: CRO compensation (.4); related follow up (.1). Tic with B. Scheler, L. Rothenberg and M. Meyers re: CRO compensation.
1.40 1.10 0.50 0.50 0.40
1,358.00 1,067.00 485.00 305.00 232.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00002 Communications with Independent Committee
Date
Timekeeper
Description
Hours
Amount
03122111 03122111 03122111 03122/11 03123111 03124111 03124111
Brad E. Scheler Bonnie Steingart Mindy Meyers Gabriel Libhart Brad E. Scheler Brad E. Scheler Mindy Meyers
03124111 03125111 03130111 03130111 03130111 03130111 03131111
Stephanie Matko Mindy Meyers Brad E. Scheler Brad E. Scheler Bonnie Steingart Mindy Meyers Bonnie Steingart
Review materials (.6); ole wl team re: update (.4); tic wl L. Ruisi (.5); related follow-up (.5). Review materials (.6); ole wl team (.4); call wl G. Libhart (.2); call wl L. Ruisi (.5). Prepare summary chart re: CRO compensation; t/c with P. Siroka; reviewing emails re: same. Research re: CRO compensation statistics (1.9); t/c with B. Steingart (.2). Attention to open issues re: CRO compensation and alternative proposal. Attention to open issues re: CRO compensation and termination of the automatic stay. Review summary chart re: CRO compensation; ole with L. Rothenberg and S. Matko re: same; t/c with P. Siroka re: same. Research re: CRO compensation. Revise summary chart re: CRO compensation; ole with S. Matko re: same; email re: same. Attention to issues re: CRO. Tics wiiC re: update. Tics wllC re: update. Review emails re: CRO compensation. Review materials prepared by Johnson Associates re: CRO compensation. Total:
2.00 1.70 1.10 2.10 1.00 1.00 0.40
2,200.00 1,649.00 671.00 966.00 1'100.00 1'100.00 244.00
4.20 0.50 0.80 0.20 0.20 0.10 1.10 41.80
1,659.00 305.00 880.00 220.00 194.00 61.00 1,067.00 35,338.00
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00003 Board Meetings
Time Detail
03/01/11 03/01/11 03/02/11 03/02/11 03/02/11 03/02/11 03/03/11 03/03/11 03/04/11 03/04/11 03/04/11 03/04/11 03/04/11 03/04/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/06/11 03/06/11 03/07/11
Brad E. Scheler Bonnie Steingart Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart
Review letter and materials for Board call. Review materials for Board call. Board call (.7); related follow up (.3). Board call (.7); related follow up (.6). Review Board materials (1.1); Board call (.7); related follow up (.1). Board call (.7); related follow up (.1). Independent Committee call (.5); related follow up (.7). Independent Committee call (.5); emails and related follow up re: same (.6). Multiple tics with Independent Committee. Multiple tics with Independent Committee (2.7); related follow up (1.2). Multiple Independent Committee calls (2.7); multiple follow-up tics and emails re: same (1.5). Prepare for Independent Committee call (.7); Independent Committee call (.5); related follow up (.6). Prepare for Independent Committee call (.2); Independent Committee call (1.2); related follow up (.3).
1.00 1.40 1.00 1.30 1.90 0.80 1.20 1.10 2.50 3.90 4.20 1.80 1.70 1.70 0.50 3.90 1.70 1.60 1.00 1.20 0.40 0.40 0.80 6.30 1.40
1'100.00 1,358.00 1,100.00 1,261.00 1,102.00 368.00 1'164.00 638.00 2,750.00 3,783.00 2,436.00 828.00 782.00 671.50 550.00 3,783.00 986.00 736.00 460.00 552.00 184.00 158.00 368.00 2,898.00 1,358.00
Cedrick Mendoza-Tolentino Prepare minutes of Independent Committee meeting regarding stalking horse motion. Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart Gabriel Libhart Gabriel Libhart Independent Committee calls. Independent Committee calls (.5); Board call (.7); related follow up (2.7). Independent Committee calls (.4); Board call (.6); related follow up (.7). Board call (.7); related follow-up (.9). Independent Committee call (.2); related follow up (.8). Independent Committee call (.3); related follow up (.9).
Review Independent Committee call minutes. Cedrick Mendoza-Tolentino Prepare minutes from Independent Committee meeting. Review and revise C. Mendoza-Tolentino draft minutes Gabriel Libhart for Independent Committee meeting on 3/5/11. Draft minutes for Independent Committee meetings from Gabriel Libhart 3/3/11 through 3/5/11. Bonnie Steingart Review Independent Committee minutes (.8); tics and emails re: same (.6).
Date
Timekeeper
Description
Hours
Amount
03/07/11 03/07/11 03/08/11
Matthew Roose Gabriel Libhart Brad E. Scheler
03/08/11 03/08/11 03/08/11
Review and revise minutes of Independent Committee meetings (1.5); tics and emails re: same (.6). Review and revise minutes from Independent Committee meetings. Prepare for Independent Committee calls (1.1 ); Independent Committee call with Kirkland & Ellis and Moelis (1.0); Independent Committee call (.4); follow-up tic with B. Steingart and M. Roose (.5). Independent Committee call with K&E and Moelis (1.0); related follow up (.4). Independent Commitee call (.4); related follow up (.8).
2.10 1.30 3.00
1,218.00 598.00 3,300.00
1.40 1.20 2.00
1,358.00 1,164.00 1,160.00
03/08/11 03/08/11 03/08/11 03/09/11 03/09/11 03/09/11 03/09/11 03/09/11 03/10/11 03/10/11 03/10/11 03/10/11 03/17/11 03/18/11 03/18/11 03/20/11 03/20/11
Independent Committee call with Kirkland and Moelis (1.0); Independent Committee call (.4); related follow-up (.6). Revisions to Independent Committee meeting minutes Gabriel Libhart from 3/8/11 (.6); email re: same (.1). Cedrick Mendoza-Tolentino Prepare minutes of Independent Committee meetings. Cedrick Mendoza-Tolentino Draft minutes of Independent Committee meeting. Independent Committee call (.5); Board call (.8). Brad E. Scheler Independent Committee call (.5); tics and related follow up (1.9). Board call (.8); related follow up (.3). Bonnie Steingart Independent Committee call (.5); Board call (.8); related Matthew Roose follow up (.4). Cedrick Mendoza-Tolentino Prepare and revise Independent Committee meetings minutes. Independent Committee call (1.1); Board call (1.0); Brad E. Scheler related follow up (.8). Independent Committee call (1.1 ); tics and related follow Bonnie Steingart up (1.5). Board call (1.0); related follow up (.5). Bonnie Steingart Review materials re: Independent Committee (1.1) Matthew Roose Independent Committee call (1.1 ); Board call (1.0). Bonnie Steingart Bonnie Steingart Matthew Roose Gabriel Libhart Bonnie Steingart Gabriel Libhart Review minutes of Independent Committee meetings. Review and revise Independent Committee meeting minutes. Revise Independent Committee meeting minutes. Review materials re: Independent Committee call and Board call. Prepare and review materials re: Monday Independent Committee and Board meetings (2.1); emails re: same (.7). Board call. Innkeepers Committee call (.7); related follow up (.3).
0.70 0.90 0.60 1.30 2.40 1.10 1.70 1.70 2.90 2.60 1.50 3.20 1.50 2.10 0.30 1.30 2.80
322.00 355.50 237.00 1,430.00 2,328.00 1,067.00 986.00 671.50 3,190.00 2,522.00 1,455.00 1,856.00 1,455.00 1,218.00 138.00 1,261.00 1,288.00
03/21/11 03/21/11
Brad E. Scheler Brad E. Scheler
0.40 1.00
440.00 1'100.00
Date
Timekeeper
Description
Hours
Amount
03121111 03121111 03121111 03121111 03121111 03121111 03121111 03121111 03122111 03122111 03130111 03131111
Bonnie Steingart Bonnie Steingart Peter Siroka Peter Siroka Peter Siroka Peter Siroka Gabriel Libhart Gabriel Libhart Brad E. Scheler Bonnie Steingart Bonnie Steingart Matthew Roose
Board call (.4); related follow up (.4); ole with P. Siroka (.3). Independent Committee call (.7); related follow up (.5). Independent Committee call (.7); related follow up (.3). Board call (.4); related follow up (.1). Ole with G. Libhart (.1); related follow up (.1 ). Ole with B. Steingart re: IC meeting. Independent Committee call (.7); related follow up re: same (.4); ole with P. Siroka (.1 ); related follow up (.1 ). Board call (.4); related follow up (.4). Call re: compensation (.7); related follow up (.3). Call re: professional compensation. Review emails and documents re: Board calls. Emails and calls re: board update. Total:
1.10 1.20 1.00 0.50 0.20 0.30 1.30 0.80 1.00 0.70 1.40 0.20 95.40
1,067.00 1'164.00 580.00 290.00 116.00 174.00 598.00 368.00 1'100.00 679.00 1,358.00 116.00 71 '102.50
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00004 Hearings and Court Issues
Time Detail
Date 03101111 03104111 03104/11 03104111 03104111 03107111 03107111 03107111 03110111 03110111 03110111 03110111 03111111 Timekeeper Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart Brad E. Scheler Bonnie Steingart Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Brad E. Scheler Description Attention to issues re: stalking horse motion hearing. Telephone status conference with Judge Chapman. Tic status conference with Judge Chapman (.5); related follow-up (.7). Telephonic status conference with Judge Chapman (.5); related follow up (.7). Emails wl C. Mendoza-Tolentino re: hearing. Tic status conference with Judge Chapman. Tic status conference with Judge Chapman (.5); related follow up (1.2). Tic status conference with Judge Chapman (.5); ole with team re: same (.5); emails re: same (.7). Attend stalking horse motion hearing. Attend stalking horse motion hearing (2.1); related follow up (2.2). Attend stalking horse motion hearing (2.1 ); related follow-up (.6). Prepare for stalking horse motion hearing. Prepare and review materials re: stalking horse motion hearing (1.5); attend stalking horse motion hearing chambers conference and related follow up (3.5). Attention to open issues and follow up re: stalking horse motion hearing. Attend stalking horse motion hearing and related follow up. Attend stalking horse motion hearing and chambers conference (4.2); related follow-up (.8). Email to Kirkland & Ellis re: Omnibus Hearing. Prepare for Omnibus Hearing, including comments to interim fee order (1.6); emails re: same (.5). Follow-up re: hearing (.3); attention to open issues (.7). Attend Omnibus Hearing (1.3); related follow up (.2). Total: Hours 1.00 0.50 1.20 1.20 0.20 0.50 1.70 1.70 2.10 4.30 2.70 4.90 5.00 Amount 1,100.00 485.00 696.00 552.00 92.00 550.00 1,649.00 986.00 2,310.00 4,171.00 1,566.00 2,254.00 5,500.00
03111111 03111111 03111111 03125/11 03128111 03/29111 03129111
Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Gabriel Libhart Brad E. Scheler Bonnie Steingart
2.00 3.50 5.00 0.10 2.10 1.00 1.50 42.20
2,200.00 3,395.00 2,900.00 46.00 966.00 1,100.00 1,455.00 33,973.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd ofTrustees of Innkeepers USA Trust Matter: 00005 Plan Process
Time Detail
03/01/11 03/03/11 03/04/11 03/04/11 03/04/11
Cedrick Mendoza-Tolentino Prepare chart re: objections to stalking horse motion. Bonnie Steingart Review draft reply re: bidding procedures motion. Review pleadings of Apollo, Five Mile and Appaloosa (1.9); email summary to clients (.1 ). Emails w/ C. Mendoza-Tolentino re: pleadings Gabriel Libhart summary. Cedrick Mendoza-Tolentino Prepare email summary and review pleadings regarding stalking horse motion (2.8); emails with G. Libhart re: same (.3). Gabriel Libhart Review revised commitment letter and bid procedures. Review e-mail correspondence between various parties Gabriel Libhart re: motion. Brad E. Scheler Review materials for Innkeepers Q & A call (1.7); Innkeepers Q&A call (.7); related follow up with team (2.1). Tic Innkeepers Q&A informational call (.7); related follow up (1.3). Review revised papers and revised agreement (1.5); t/c with constituents re: Q and A on revised deal (.7); emails re: same (.6). Review revised pleading. Review revised bidding procedures order. Review blackline of commitment letter. Review alternative bid proposal. Emails re: summary of changes to CL and Bidding Procedures (1.5); email summary of alternative bid (1.3); t/c with Scheler and Steingart re: same (.5); review Moelis comparison chart (.7); review and revise summary of revised Five Mile/Lehman bid (.5); o/c with Libhart re: prep issues (.5). Draft summary of revised Five Mile/Lehman commitment (2.0); o/c with M. Roose (.5). Review issues re: alternate proposals. Review alternate proposals. Review amendment and redline of commitment letter and bidding procedures. Attention to revised bid. Review amendments and red lines of commitment letter and bidding procedures. Review overbid model. Gabriel Libhart
1.80 1.20 2.00 0.40 3.10
711.00 1,164.00 920.00 184.00 1,224.50
03/05/11 03/05/11 03/06/11
2.40 0.50 4.50
1,104.00 230.00 4,950.00
03/06/11 03/06/11
2.00 2.80
1,940.00 1,624.00
03/06/11 03/07/11 03/07/11 03/08/11 03/08/11
Gabriel Libhart Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose
1.40 1.10 1.40 1.20 5.00
644.00 1,067.00 1,358.00 1,164.00 2,900.00
03/08/11 03/09/11 03/09/11 03/09/11 03/09/11 03/10/11 03/10/11
Gabriel Libhart Bonnie Steingart Bonnie Steingart Bonnie Steingart Matthew Roose Bonnie Steingart Bonnie Steingart
2.50 0.90 1.20 2.40 0.50 2.40 1.20
1,150.00 873.00 1'164.00 2,328.00 290.00 2,328.00 1'164.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00005 Plan Process
Date 03/10/11 03110111 03110111 03111/11 03111/11 03111111 03111111 03/11/11 03/12/11 03/14/11 03/17/11 03/17/11 03117111 03118111 03118111 03/18111 03/18/11 03/21/11 03/21111 03122111 03122111 03128111 03/28/11 03/28111 03/28/11 03/30/11 03131111 03/31/11
Timekeeper
Description
Hours 0.50 0.60 1.10 1.10 1.30 1.40 1.20 0.60 1.00 1.00 1.30 1.20 0.70 1.00 1.90 1.80 2.20 1.80 0.70 0.50 0.70 1.00 0.70 0.50 0.50 0.70 1.20 2.10 72.20
Amount 290.00 276.00 434.50 1,067.00 1,261.00 644.00 552.00 237.00 1'100.00 1,100.00 1,261.00 552.00 276.50 1,100.00 1,843.00 1,044.00 1,012.00 1,746.00 406.00 485.00 322.00 1'100.00 679.00 485.00 230.00 406.00 1'164.00 1,218.00 52,772.50
Matthew Roose Review revised Commitment Letter. Gabriel Libhart Review emails re: negotiations. Cedrick Mendoza-Tolentino Review revised Five Mile/Lehman commitment letter and bid procedures. Bonnie Steingart Review order entered regarding bidding procedures. Bonnie Steingart Review revised commitment letter. Gabriel Libhart Review emails and modified proposals. Review filed bid procedures (.3); draft email to clients re: Gabriel Libhart same (.9). Cedrick Mendoza-Tolentino Summarize of orders entered. Brad E. Scheler Attention to open issues re: stalking horse motion. Brad E. Scheler Bonnie Steingart Gabriel Libhart Attention to open issues re: stalking horse motion. Review Moelis process letter update filed by Debtor (.7); related follow up (.6).
Review Moelis process update letter filed (.4); emails re: same (.8). Cedrick Mendoza-Tolentino Review and prepare summary of process update letter. Attention to open issues re: Anaheim Hilton. Brad E. Scheler Review Anaheim Hilton proposals and related Bonnie Steingart documents. Review Anaheim Hilton proposals (1.3); emails re: same Matthew Roose (.5). Review updated offers received, including e-mails and Gabriel Libhart Moelis materials. Bonnie Steingart Peter Siroka Bonnie Steingart Gabriel Libhart Brad E. Scheler Bonnie Steingart Bonnie Steingart Gabriel Libhart Matthew Roose Bonnie Steingart Matthew Roose Review materials prepared by Moelis re: Anaheim Hilton. Review deck and materials. Review Lehman/Midland reservation of rights. Review Lehman/Midland reservations of rights (.4); emails re: same (.3). Tic with Kirkland & Ellis re: various issues (.7); related follow up (.3). Tic with Kirkland re: open issues. Review revised draft documents. Review UCC stipulation (.4); email re: same (.1). Calls and emails re: update. Review draft plan. Review plan. Total:
Fried, Frank, Harris, Shriver &Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00006 Communications with Creditors and Interest Holders
Time Detail
Date 03/04/11 03/06/11 Timekeeper Matthew Roose Gabriel Libhart Description Attention to correspondence from Ad Hoc Committee. Review correspondence between Kirkland & Elllis, Ad Hoc Committee of Preferred Shareholders & Fried Frank. Review issues and correspondence with Ad Hoc Committee. Attention to issues re: Ad Hoc Committee. Attention to issues re: Ad Hoc Committee. Attention to open issues re: Ad Hoc Committee (.4); review correspondence (.6). Review correspondence from Ad Hoc Committee (.6); related follow-up (.8). Attention to issues re: Ad Hoc Committee. Review Ad Hoc Committee correspondence. Review email correspondence re: Ad Hoc Committee. Attention to open issues re: Ad Hoc Committee (.4); calls and emails re: same (.6). Review correspondence and open issues re: Ad Hoc Committee. Total: Hours 0.50 0.70 Amount 290.00 322.00
03/11/11 03/11/11 03/14/11 03/15/11 03/15/11 03/15/11 03/25/11 03/30/11 03/31/11 03/31/11
Bonnie Steingart Matthew Roose Matthew Roose Brad E. Scheler Bonnie Steingart Matthew Roose Gabriel Libhart Bonnie Steingart Brad E. Scheler Bonnie Steingart
1.20 0.50 0.20 1.00 1.40 0.20 0.30 1.00 1.00 1.20 9.20
1'164.00 290.00 116.00 1,100.00 1,358.00 116.00 138.00 970.00 1,100.00 1,164.00 8,128.00
Fried, Frank, Harris, Shriver & Jacobson LLP Client: 033322 Independent Comm of Bd of Trustees of Innkeepers USA Trust Matter: 00007 Retention and Fee Application Issues
Time Detail
Date 03/14/11 03/15/11 03/18/11 03/28/11 Timekeeper Matthew Roose Bonnie Steingart Matthew Roose Peter Siroka Description Communications with UST and Kirkland re: UST objection to FFHSJ fee application. Tic with U.S. Trustee (.1 }; review documents re: fee application objection (1.1 ). Calls and emails re: fee application hearing. Review fee order (.2); tic with B. Steingart re: same (.1}. Total: Hours 0.20 1.20 0.20 0.30 1.90 Amount 116.00 1,164.00 116.00 174.00 1,570.00
Time Detail
03/01/11 03/01/11 03/01/11 03/01/11 03/01/11 03/02/11 03/02/11 03/02/11
Bonnie Steingart Bonnie Steingart Jon Finelli Gabriel Libhart Cedrick Mendoza-Tolentino Bonnie Steingart Bonnie Steingart Matthew Roose
03/02/11 03/02/11 03/02/11 03/02/11 03/03/11
Gabriel Libhart Cedrick Mendoza-Tolentino Cedrick Mendoza-Tolentino Cedrick Mendoza-Tolentino Brad E. Scheler
03/03/11
Bonnie Steingart
03/03/11 03/03/11
03/03/11
Matthew Roose
03/03/11 03/03/11 03/03/11
Matthew Roose Gabriel Libhart Cedrick Mendoza-Tolentino
Review deposition transcripts. Review objections to stalking horse motion. Review objections to stalking horse motion. Review chart re: depositions (1.6); review L. Eichen expert report (.5). Prepare and revise chart re: deposition transcripts. 0/cs with M. Roose re: L Ruisi affidavit (.6); prepare materials for L. Ruisi (2.2). Review documents re: directors and officers. Review and revise L. Ruisi affidavit (3.1 ); o/cs with B. Steingart re: same (.6); multiple tics and emails with L. Ruisi re: same (1.1); review M. Beilinson and W. Darrough affidavit (1.4); tic with D. Donovan and J. Landis re: update (.5); related follow-up (.8). Prepare for stalking horse motion hearing. Prepare redacted copies of minutes for stalking horse motion hearing. Review objections to stalking horse motion. Prepare and revise chart re: objections to stalking horse motion. T/cs and emails with B. Steingart and M. Roose re: objections (.8); andre: Five Mile/Lehman offer (.5); related follow up (.7). T/cs with clients and counsel (2.1); tics and emails with B. Scheler and M. Roose (1.3); tics and emails with M. Roose re: L. Ruisi affidavit (.8). Review objections to stalking horse motion. Review and revise L. Ruisi affidavit (2.5); multiple tics and emails with B. Steingart re: same (.8); multiple emails with L. Ruisi re: same (.6); review revised W. Darrough and M. Beilinson affidavits (1.4). Review omnibus reply to objections (1.7); multiple tics and emails with B. Scheler and B. Steingart re: same (.8). Prepare cross-examination preparation script (1.1); review and revise sections re: same (.4). Draft cross-examination preparation outline for L. Ruisi. Review draft of response to objection to stalking horse motion.
2.80 1.70 2.00 2.10 0.20 2.80 2.40 7.50
2,716.00 1,649.00 1,100.00 966.00 79.00 2,716.00 2,328.00 4,350.00
5.20 0.90 1.40 1.70 2.00
2,392.00 355.50 553.00 671.50 2,200.00
4.20
4,074.00
2.50 5.30
2,425.00 3,074.00
2.50
1,450.00
1.50 4.00 1.10
870.00 1,840.00 434.50
Date
Timekeeper
Description
Hours
Amount
03/03/11 03/04/11
03/04/11 03/04/11 03/04/11
Cedrick Mendoza-Tolentino Prepare summary of In re Boston Generating for stalking horse motion hearing. Bonnie Steingart T/cs with Debtor, Kirkland & Ellis and clients (1.5); tics and emails with M. Roose re: L. Ruisi affidavit (.5); related follow up (1.4). Bonnie Steingart Prepare materials for clients re: stalking horse motion hearing. Matthew Roose Matthew Roose Review multiple revisions to omibus reply (2.5); multiple tics and emails with Kirkland re: same (.5). Review and revise L. Ruisi affidavit (1.4); tic and emails with B. Steingart (.5); emails with J. Landis re: same (.4). Revise L. Ruisi cross-examination preparation outline. Draft revisions to L. Ruisi declaration. Review documents re: stalking horse motion. Review objections to stalking horse motion. Review and revise L. Ruisi affidavit (1.2); em ails with L. Ruisi re: same (.3); tic with J. Landis re: same (.3). Review materials re: L. Ruisi affidavit (.4); emails re: same (.4). Revise L. Ruisi declaration (2.1 ); emails re: same (.8). Revise L. Ruisi declaration and emails re: same.
2.90 3.40
1,145.50 3,298.00
2.90 3.00 2.30
2,813.00 1,740.00 1,334.00
03/04/11 03/04/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/05/11 03/06/11 03/07/11 03/07/11 03/07/11 03/07/11 03/07/11 03/07/11 03/07/11 03/07/11 03/07/11 03/08/11 03/08/11 03/08/11
Gabriel Libhart Gabriel Libhart Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose
2.10 0.90 3.60 1.30 1.80 0.80 2.90 0.10 0.90 2.40 1.50 2.20 1.30 2.30 4.20 7.30 1.10 2.30 0.50 1.00 1.30 1.90
966.00 414.00 3,492.00 1,261.00 1,044.00 464.00 1,334.00 46.00 355.50 2,328.00 1,650.00 2,134.00 1,261.00 1,334.00 2,436.00 3,358.00 434.50 908.50 197.50 1'100.00 1,261.00 1,843.00
Gabriel Libhart Gabriel Libhart Cedrick Mendoza-Tolentino Review and revise L. Ruisi affidavit for stalking horse motion. Review brief and affidavits. Bonnie Steingart Brad E. Scheler Bonnie Steingart Bonnie Steingart Matthew Roose Matthew Roose Gabriel Libhart Attention to open issues re: stalking horse motion hearing (1.2); emails re: same (.3).
Review materials for L. Ruisi testimony. Review supplemental declarations. Review Midland supplemental statement (.8); attention to hearing preparation (1.5). Review and revise script for cross-examination and direct testimony for L. Ruisi preparation. Prepare L. Ruisi direct examination outline and related materials.
Cedrick Mendoza-Tolentino Review and revise Independent Committee meeting minutes. Cedrick Mendoza-Tolentino Prepare and revise chronology for L. Ruisi testimony. Cedrick Mendoza-Tolentino Prepare and collect documents for L. Ruisi direct testimony Brad E. Scheler Bonnie Steingart Bonnie Steingart
Tic with A. Sathy re: open issues and related follow up. Review L. Ruisi transcript for errata. T/cs with M. Roose and D. Donovan re: L. Ruisi preparation (.5); related follow up (1.4).
Date
Timekeeper
Description
Hours
Amount
03/08/11 03/08/11 03/08/11
Review revised commitment letter and bidding procedures. Prepare materials for L. Ruisi direct examination. Review and revise script for cross examination and direct testimony for Ruisi prep (1.3); call with Steingart and Donovan re: prep (.5); review K&E prep materials (.9). Attention to issues re: stalking horse motion hearing. Ole with L. Ruisi re: preparation for stalking horse motion hearing. Review additional objections to stalking horse motion.
2.40 1.50 2.70
2,328.00 1,455.00 1,566.00
03/09/11 03/09/11 03/09/11 03/09/11
Brad E. Scheler Bonnie Steingart Bonnie Steingart Matthew Roose
0.70 3.20 1.30 6.10
770.00 3,104.00 1,261.00 3,538.00
03/09/11 03/09/11 03/09/11 03/09/11 03/09/11 03/10/11
03/11/11 03/18/11 03/22/11 03/28/11 03/28/11 03/29/11
Prepare for L. Ruisi preparation (2.6); L. Ruisi preparation meeting (2.0); review supplemental objection (1.5). Gabriel Libhart Prepare materials for meeting with L. Ruisi re: direct testimony/cross-examination preparation. Gabriel Libhart Prepare L. Ruisi for direct testimony and crossexamination at stalking horse motion hearing. Cedrick Mendoza-Tolentino Prepare errata sheet for L. Ruisi re: deposition. Cedrick Mendoza-Tolentino Review L. Ruisi direct examination outline for stalking horse motion hearing. Cedrick Mendoza-Tolentino Review and summarize updated objections to stalking horse motion. Prepare for stalking horse motion hearing (.7); meeting Matthew Roose with L. Ruisi re: same (.5); attention to deposition errata sheet (.3). Review revised bid procedures order (.7); o/c with team Matthew Roose re: same (.3). Review motions re: exclusivity. Bonnie Steingart Bonnie Steingart Bonnie Steingart Gabriel Libhart Bonnie Steingart Attend to issues re: motion to extend exclusivity. Review motions and other objections to stalking horse motion. Review proposed exclusivity extension order (.4); email re: same (.2). Review documents and draft orders re: stalking horse motion. Total:
4.20 3.10 0.70 0.20 1.90 1.50
1,932.00 1,426.00 276.50 79.00 750.50 870.00
1.00 1.20 2.90 1.20 0.60 1.10 149.50
580.00 1,164.00 2,813.00 1'164.00 276.00 1,067.00 102,616.00

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Hearing Date: June 7, 2011 at 2:00 PM Objection Deadline: May 27, 2011 at 4:00 PM

Prior Interim Applications:

Prior Monthly Applications:

Date Filed 11/24/2010 12/23/2010 1/26/2011 3/15/2011 3/23/2011 4/29/2011

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

COMPENSATION BY PROFESSIONAL DECEMBER 1, 2010 THROUGH MARCH 31, 2011

Name of Professional Individual

Hourly Billing Rate during Fee Period2

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $202,070.00

Brad Eric Scheler

Name of Professional Individual

Hourly Billing Rate during Fee Period2

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $8,729.50

Meryl Yang TOTALS

COMPENSATION BY PROJECT CATEGORY DECEMBER 1, 2010 THROUGH MARCH 31, 2011

Matter Number 2 3 4 5 6 7 8 Totals

Total Billed Hours

100.30 193.40 67.30 265.10 34.70 40.70 885.60 1,587.10

EXPENSE SUMMARY DECEMBER 1, 2010 THROUGH MARCH 31, 2011

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

The Interim Compensation Order provides that at four-month intervals or such

the implementation of this Order.

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

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

COMPENSATION BY PROFESSIONAL DECEMBER 1, 2010 THROUGH MARCH 31, 2011

Name of Professional Individual

Hourly Billing Rate during Fee Period

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $202,070.00

Brad Eric Scheler

Name of Professional Individual

Hourly Billing Rate during Fee Period

Total Hours Billed during Fee Period

Total Compensation Requested during Fee Period $8,729.50

Meryl Yang TOTALS

HOURS 11.00 0.40 2.60 3.30 4.20 21.50 100.30

TOTAL FEES $6,311.00 $232.00 $1,586.00 $1,518.00 $1,659.00 $11,306.00 $92,578.00

Associates Roose, M. Siroka, P. Libhart, G. Total Associates

HOURS 6.30 0.30 28.60 35.20

TOTAL FEES $3,654.00 $174.00 $12,882.00 $16,710.00

Paraprofessionals Yang, M. Total Paraprofessionals CUMULATIVE TOTALS

HOURS 2.30 2.30 40.70

TOTAL FEES $460.00 $460.00 $20,298.00

Fried, Frank, Harris, Shriver &Jacobson LLP

12/01/10 12/05/10 12/06/10 12/17/10 12/18/10 12/21/10

1.50 1.00 1.00 0.70 0.40 2.30 6.90

1,650.00 1,100.00 1,100.00 770.00 440.00 1,265.00 6,325.00

Fried, Frank, Harris, Shriver &Jacobson LLP

12/18/10 12/20/10 12/21/10

Matthew Roose Brad E. Scheler Brad E. Scheler

1.80 2.00 4.00

990.00 2,200.00 4,400.00

12/23/10 12/23/10 12/23/10

Brad E. Scheler Bonnie Steingart Matthew Roose

4.00 1.80 1.40 51.30

4,400.00 1,665.00 770.00 47,440.00

Fried, Frank, Harris, Shriver &Jacobson LLP

12/14/10 12/14/10 12/14/10 12/15/10 12/15/10 12/16/10

0.20 0.60 1.50 1.10 1.10 1.50 6.00

110.00 330.00 742.50 1,210.00 605.00 1,650.00 4,647.50