James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L.

Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (pro hac vice pending) Marc J. Carmel (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Proposed Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-__________(___) Joint Administration Requested

DEBTORS APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); (continued on next page)

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Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this application (this Application) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to retain and employ Kirkland & Ellis LLP (K&E) as their attorneys in connection with their Chapter 11 Cases (as defined herein) nunc pro tunc to the Petition Date (as defined herein) and (b) granting such other relief as is just and proper. In support of this Application, the Debtors submit the Declaration of Paul M. Basta, a partner at K&E (the Basta Declaration), which is attached hereto as Exhibit B and incorporated by reference herein. In further support of this Application, the Debtors respectfully state as follows:2

Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.
2

Information regarding the Debtors business, the background of these Chapter 11 Cases (as defined herein), and further facts and circumstances supporting this Application are set forth in the Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings (the First Day Declaration), filed contemporaneously herewith.

2
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Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2.
3.

Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 327(a) and 330 of

title 11 of the United States Code (the Bankruptcy Code), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Relief Requested 4. By this Application, the Debtors seek entry of an order (a) authorizing the Debtors

to retain and employ K&E as their attorneys in connection with their Chapter 11 Cases nunc pro tunc to the Petition Date in accordance with the terms and conditions set forth in that certain engagement letter by and among the Debtors and K&E, dated as of March 29, 2010 (the Engagement Letter), a copy of which is attached as Schedule 1 to the proposed order attached hereto as Exhibit A, and (b) granting such other relief as is just and proper. Background 5. On the date hereof (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11 Cases, and no committees have been

3
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appointed or designated. Concurrently with the filing of this Application, the Debtors have requested procedural consolidation and joint administration of the Chapter 11 Cases. I. 6. K&Es Qualifications The Debtors seek to retain K&E because of K&Es recognized expertise and

extensive experience and knowledge in the field of debtors protections, creditors rights, and business reorganizations under chapter 11 of the Bankruptcy Code. 7. K&E has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others:3 In re N. Am. Petroleum Corp., Case No. 10-11707 (Bankr. D. Del. June 21, 2010); In re S. Bay Expressway, L.P,. Case No. 10-04516 (Bankr. S. D. Cal. June 11, 2010); In re Neff Corp., Case No. 10-12610 (Bankr. S.D.N.Y. June 9, 2010); In re U.S Concrete, Inc., Case No. 10-11407 (Bankr. D. Del. May 21, 2010); In re Bear Island Paper Co., L.L.C., Case No. 10-31202 (Bankr. E.D. Va. Mar. 25, 2010); In re Atrium Corp., Case No. 10-10150 (Bankr. D. Del. Feb. 25, 2010); In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re The Majestic Star Casino, LLC, Case No. 09-14136 (Bankr. D. Del. Dec. 17, 2009); In re Stallion Oilfield Servs. Ltd., Case No. 09-13562 (Bankr. D. Del. Nov. 16, 2009); In re The Readers Digest Assoc., Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re UTGR, Inc. d/b/a/ Twin River, Case No. 09-12418 (Bankr. D.R.I. July 30, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (Bankr. S.D.N.Y. June 23, 2009); In re Visteon Corp., Case No. 09-11786 (Bankr. D. Del. June 19, 2009); In re DBSD N. Am., Inc., Case No. 09-13061 (Bankr. S.D.N.Y. June 9, 2009); In re General Growth Props., Inc., Case

Because of the voluminous nature of the orders cited herein, they are not attached to the Application. Copies of these orders are available on request of the Debtors counsel.

4
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No. 09-11977 (Bankr. S.D.N.Y. May 26, 2009); In re Source Interlink Cos., Inc., Case No. 09-11424 (Bankr. D. Del. May 19, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. April 29, 2009); In re Sun-Times Media Group, Inc., Case No. 09-11092 (Bankr. D. Del. Apr. 29, 2009); In re Masonite Corp., Case No. 09-10844 (Bankr. D. Del. Apr. 15, 2009); In re Charter Commcns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. Apr. 15, 2009); In re Muzak Holdings LLC, Case No. 09-10422 (Bankr. D. Del. March 16, 2009); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. Feb. 6, 2009); In re Flying J, Inc., Case No. 08-13384 (Bankr. D. Del. Jan. 15, 2009); In re Portola Packaging, Inc., Case No. 08-12001 (Bankr. D. Del. Sept. 19, 2008); In re Hines Horticulture, Inc., Case No. 08-11922 (Bankr. D. Del. Sept. 10, 2008); In re Pierre Foods Inc., Case No. 08-11480 (Bankr. D. Del. Aug. 13, 2008); In re ACG Holdings, Inc., Case No. 08-11467 (Bankr. D. Del. Aug. 12, 2008); In re Tropicana Entmt, LLC, Case No. 08-10856 (Bankr. D. Del. May 30, 2008); In re Kimball Hill, Inc., Case No. 08-10095 (Bankr. N.D. Ill. May 13, 2008); and In re Wellman, Inc., Case No. 08-10595 (Bankr. S.D.N.Y. March 18, 2008). 8. In preparing for its representation of the Debtors in the Chapter 11 Cases, K&E

has become familiar with the Debtors business and many of the potential legal issues that may arise in the context of the Chapter 11 Cases. The Debtors believe that K&E is both well qualified and uniquely able to represent them in the Chapter 11 Cases in an efficient and timely manner. II. 9. Services To Be Provided Subject to further order of the Court, and consistent with the Engagement Letter,

the Debtors request the retention and employment of K&E to render the following legal services: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of the Debtors business and properties; 5
K&E 16673910

b. c. d.

advise the Debtors on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; attend meetings and negotiate with the representatives of creditors and other parties in interest; prosecute actions on the Debtors behalf, defend any action commenced against the Debtors and represent the Debtors interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors estates; prepare pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors estates; represent the Debtors in connection with obtaining postpetition financing; advise the Debtors in connection with any potential sale of assets; appear before the Court and any appellate courts to represent the interests of the Debtors estates before those courts; advise the Debtors regarding tax matters; assist the Debtors in obtaining approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and perform all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including: (i) analyzing the Debtors leases and contracts and the assumptions, rejections, or assignments thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

e.

f. g. h. i. j. k.

III. 10.

Professional Compensation K&E intends to apply for compensation for professional services rendered on an

hourly basis and reimbursement of expenses incurred in connection with the Chapter 11 Cases, subject to the Courts approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee), and any other applicable procedures and orders of the Court. The hourly rates and corresponding rate structure that K&E will use in the Chapter 11 Cases are equivalent to the 6
K&E 16673910

hourly rates and corresponding rate structure that K&E predominantly uses for other restructuring matters, as well as similar complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such restructuring and other complex matters typically are national in scope and involve great complexity, high stakes, and severe time pressures. 11. K&E operates in a dynamic, national marketplace for legal services in which rates

are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firms expertise, performance and reputation, the nature of the work involved, and other factors. Because the sub-markets for legal services are fragmented and are affected by a variety of individualized and interdependent factors, K&E has no one rate for an individual biller that applies to all matters for all clients. K&Es rates for an individual biller may vary as a function of the type of matter, geographic factors, the nature of certain long-term client relationships, and various other factors, including those stated above. 12. K&Es hourly rates are set at a level designed to fairly compensate K&E for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. In particular, K&Es current hourly rates for matters related to the Chapter 11 Cases generally range as follows:4

For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing ranges listed in the chart below.

7
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Billing Category Partners Of Counsel Associates Paraprofessionals 13.

Range $550-$995 $500-$965 $320-$660 $155-$280

The Debtors expect the following professionals to have primary responsibility for

providing services to the Debtors: James H.M. Sprayregen, P.C. ($995); Paul M. Basta ($955); Anup Sathy, P.C. ($895); and Marc J. Carmel ($735). In addition, as necessary, other K&E professionals and paraprofessionals will provide services to the Debtors.5 14. It is K&Es policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the clients case that would not have been incurred except for the representation of that particular client. It is also K&Es policy to charge its clients only the amount actually incurred by K&E in connection with such items. Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer-assisted legal research, photocopying, airfare, meals, and lodging. 15. To ensure the compliance with all applicable deadlines in the Chapter 11 Cases,

from time to time K&E utilizes the services of overtime secretaries. K&E charges fees for these services pursuant to the Engagement Letter, which permits K&E to bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition, K&E professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices.

Although K&E does not anticipate using contract attorneys during the Chapter 11 Cases, in the unlikely event that such employment becomes necessary, K&E will not charge a markup to the Debtors with respect to fees billed by contract attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by K&E will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.

8
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16.

K&E currently charges $0.15 per page for standard duplication in its offices in the

United States. K&E does not charge its clients for facsimile transmissions. K&E has negotiated a discounted rate for Westlaw computer-assisted legal research. Computer-assisted legal

research is used whenever the researcher determines that using Westlaw is more cost effective than using traditional techniques (i.e., non-computer-assisted legal research). IV. 17. Compensation Received by K&E from the Debtors On March 31, 2010, the Debtors paid $1,000,000.00 to K&E as a classic retainer.

Subsequently, on July 14, 2010, the Debtors paid to K&E an additional classic retainer of $95,588.00. These foregoing retainer payments constitute classic retainer payments as defined in In re Prod. Assocs., Ltd., 264 B.R. 180, 184-85 (Bankr. N.D. Ill. 2001), and In re McDonald Bros. Contrs., Inc., 114 B.R. 989, 997-99 (Bankr. N.D. Ill 1990). As such, K&E earned the classic retainers upon receipt, and, consequently, K&E placed the amounts into its general cash account. As set forth in the Basta Declaration, the Debtors have subsequently replenished the classic retainer. The amounts K&E has invoiced the Debtors against the classic retainer for professional services and for the reimbursement of reasonable and necessary expenses incurred in connection therewith are set forth in the Basta Declaration. 18. Moreover, pursuant to Rule 2016(b) of the Bankruptcy Rules, K&E has not

shared nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, associates, and contract attorneys associated with K&E or (b) any compensation another person or party has received or may receive. As of the Petition Date, the Debtors do not owe K&E any amounts for legal services rendered before the Petition Date. Although certain expenses and fees may have been incurred, but not yet applied to K&Es classic retainer, such amounts, if any, would be less than the balance of K&Es classic retainer as of the Petition Date. 9
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V. 19.

K&Es Disinterestedness To the best of the Debtors knowledge, and as disclosed herein and in the Basta

Declaration: (a) K&E is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors estates; and (b) K&E has no connection to the Debtors, their creditors, or related parties (except as may be disclosed in the Basta Declaration). 20. K&E will periodically review its files during the pendency of the Chapter 11

Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, K&E will use reasonable efforts to identify such further developments and will file a supplemental declaration, as required by Bankruptcy Rule 2014(a). Basis for Relief 21. The Debtors seek retention of K&E as their attorneys pursuant to section 327(a)

of the Bankruptcy Code, which provides that a debtor, subject to Court approval: [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]s duties under this title. 11 U.S.C. 327(a). 22. include: [S]pecific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for compensation, and, to the best of the applicants knowledge, all of the [firms] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the 10
K&E 16673910

Rule 2014(a) of the Bankruptcy Rules requires that an application for retention

United States Trustee, or any person employed in the office of the United States Trustee. Fed. R. Bankr. P. 2014. 23. The Debtors submit that for all the reasons stated above and in the Basta

Declaration, the retention of K&E as counsel to the Debtors is warranted. Further, as stated in the Basta Declaration, K&E is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and has no connection to the Debtors, their creditors, or their related parties except as may be disclosed in the Basta Declaration. Motion Practice 24. This Application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this Application. Accordingly, the Debtors submit that this Application satisfies Local Bankruptcy Rule 9013-1(a). Notice 25. The Debtors have provided notice of this Motion to: (a) the Office of the United

States Trustee for the Southern District of New York; (b) the entities listed on the Consolidated List of Creditors Holding the 50 Largest Unsecured Claims; (c) the Debtors prepetition secured lenders or, if known, their counsel; (d) counsel to the agent for the Debtors proposed postpetition secured lenders; (e) counsel to Apollo Investment Corporation; (f) the parties to the Debtors franchise agreements or, if known, their counsel; (g) the attorneys general for each of the States in which any of the Debtors conduct a substantial amount of its business operations; (h) the Internal Revenue Service; and (i) those parties who have formally filed a request for notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002.

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No Prior Request 26. No prior request for the relief sought in this Application has been made to this or

any other court.

12
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WHEREFORE, for the reasons set forth herein and in the Basta Declaration, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. New York, New York Dated: , 2010 Chief Financial Officer Innkeepers USA Trust

July 19

EXHIBIT A Proposed Order

K&E 16673910

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-__________(___) Joint Administration Requested

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE1
1

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

K&E 16673910

Upon the application (the Application)2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors), for the entry of an order (this Order) authorizing the Debtors to retain and employ K&E as their attorneys in connection with their Chapter 11 Cases nunc pro tunc to the Petition Date, all as more fully set forth in the Application; and upon the First Day Declaration and the Basta Declaration; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court having found that the relief requested in the Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided appropriate notice of the Application and the opportunity for a hearing on the Application under the circumstances; and the Court having reviewed the Application and having heard the statements in support of the relief requested therein before the Court (the Hearing); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Application is granted to the extent provided herein. The Debtors are authorized to retain and employ K&E as their attorneys in

accordance with the terms and conditions set forth in the Application and in that certain engagement letter attached hereto as Schedule 1 (the Engagement Letter), nunc pro tunc to the Petition Date.
2

All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.

2
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3.

K&E is authorized to provide the Debtors with the professional services described

in the Application and the Engagement Letter. Specifically, but without limitation, K&E will render the following legal services: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of the Debtors business and properties; advise the Debtors on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; attend meetings and negotiate with the representatives of creditors and other parties in interest; prosecute actions on the Debtors behalf, defend any action commenced against the Debtors and represent the Debtors interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors estates; prepare pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary, or otherwise beneficial to the administration of the Debtors estates; represent the Debtors in connection with obtaining postpetition financing; advise the Debtors in connection with any potential sale of assets; appear before the Court and any appellate courts to represent the interests of the Debtors estates before those courts; advise the Debtors regarding tax matters; assist the Debtors in obtaining approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and perform all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including: (i) analyzing the Debtors leases and contracts and the assumptions, rejections or assignments thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

b. c. d.

e.

f. g. h. i. j. k.

4.

K&E shall apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with the Debtors Chapter 11 Cases in compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the 3
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Local Bankruptcy Rules, the guidelines established by the U.S. Trustee, and any other applicable procedures and orders of the Court. 5. notice. 6. The terms and conditions of this Order shall be immediately effective and Notice of the Application as provided therein shall be deemed good and sufficient

enforceable upon its entry. 7. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 8. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application. 9. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Date: __________ 2010

United States Bankruptcy Judge

4
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Schedule 1 K&E Engagement Letter

K&E 16673910

KIRKLAND &.. ELLIS LLP

AND AFFILIATED PARTNERSHIPS

300 North LaSalle Chicago, Illinois 60654 (312) 862-2000 www.kirkland.com Facsimile: (312) 862-2200

To Call Writer Directly: (312) 862-2046 anup.sathy@kirkland.com

March 29, 2010

PRIVILEGED & CONFIDENTIAL FOR ADDRESSEE'S EYES ONLY

Marc A. Beilinson Chief Restructuring Officer Innkeepers USA 340 Royal Poinciana Way Suite 306 Palm Beach, Florida 33480 Re: Dear Mr. Beilinson: We are very pleased that you have asked us to represent Innkeepers USA, and its subsidiaries (collectively, "you" or the "Company") in connection with a potential restructuring. Please note that the Firm's representation is only of the Company. The Firm does not and will not represent any shareholder, director, officer, partner, or joint venturer of the Company. General Terms. This retention letter (the "Agreement") sets forth the terms ofyour retention of Kirkland & Ellis LLP (and its affiliated entity Kirkland & Ellis International LLP (collectively, "K&E LLP")) to provide legal services and constitutes an agreement between us. The Agreement sets forth our entire agreement for rendering professional services for the current matter, as well as for all other existing or future matters (collectively, the "Engagement"), except where we otherwise agree in writing. Personnel. I, along with my partners, James H.M. Sprayregen, Paul Basta, Marc Carmel and Gary Axelrod, will be primarily responsible for this engagement. Other attorneys and legal assistants also will perform services during the course of this engagement. We will involve such other lawyers and legal assistants in K&E LLP to the extent that your needs make such involvement desirable and acceptable to you. Fees. The Firm will bill the Company for fees incurred at its regular hourly rates and in quarterly increments of an hour (or in smaller time increments otherwise required by a court). We reserve the right to adjust the Firm's billing rates from time to time in the ordinary course of the Firm's representation of the Company to the extent that such adjustment is part of a generally applicable increase in rates at the Firm. Retention to Provide Legal Services

Hong Kong
K&E 16525970.5

London

Los Angeles

Munich

New York

Palo Alto

San Francisco

Shanghai

Washington, D.C.

Although we will attempt to estimate fees to assist you in your planning if requested, such estimates are subject to change and are not binding unless otherwise expressly and unequivocally stated in writing.

Expenses. Expenses related to providing services shall be included in our statements as disbursements advanced by us on your behalf. Such expenses include photocopying, printing, scanning, witness fees, travel expenses, filing and recording fees, certain long distance telephone calls, certain secretarial overtime and other overtime expenses, postage, express mail and messenger charges, deposition costs, computerized legal research charges and other computer services, and miscellaneous other charges. Our clients pay directly (and are solely responsible for) certain larger costs, such as consultant or expert witness fees and expenses, and outside suppliers or contractors' charges. Attached hereto as Schedule I is K&E LLP's current schedule of charges, which is subject to change. Billing Statements. Our statements for fees and expenses are typically rendered monthly and, unless other arrangements are made, payment in full is due within thirty days of your receipt ofthe statement. If you have any question concerning any statement, we ask that you raise it within that thirty-day period. Retainer. The Company will provide to K&E LLP a "classic retainer," as defined in In reProduction Associates, Ltd., 264 B.R. 180, 184-85 (Bankr. N.D. Ill. 2001 ), and In re McDonald Bros. Construction, Inc., 114 B.R. 989, 997-99 (Bankr. N.D. Ill. 1990), in the amount ofUS $1,000,000. As such, the classic retainer was earned by K&E LLP upon receipt. The initial amount of the classic retainer was set to approximate our estimate of fees and expenses expected to be accrued and unpaid by the Company between payment cycles. K&E LLP' s estimate of expected fees and expenses may change based upon actual or expected fees and expenses incurred or expected to be incurred, as applicable. Further, the Company agrees to replenish the classic retainer upon receiving invoices from K&E LLP so that the classic retainer amount remains at or above K&E LLP's estimated fees and expenses expected to be accrued and unpaid by the Company between payment cycles.
The classic retainer will be placed into K&E LLP's general cash account, will not be held in a separate account on your behalf, and you will not receive any interest on these monies. You have no interest in the classic retainer. This amount does not constitute a security deposit.

Termination. Our retention may be terminated by either of us at any time by written notice by or to you. Such written notice may be (a) your notification to us of your termination of our representation, (b) our confirmation to you ofthe completion of our representation or (c) our notification to you of our withdrawal. We normally do not withdraw from a representation unless the client misrepresents or fails to disclose material facts, fails to pay fees or expenses, or makes it unethical or unreasonably difficult for us to continue to represent the client, or unless other just cause exists. If permission for withdrawal is required by a court, we shall apply promptly for such permission and termination shall coincide with the court order for withdrawal. Our representation also will end, regardless of whether or when written notice was sent by or to you, upon the constructive completion of our work. When constructive completion of our work shall have occurred will depend on the particular facts of our representation. If this Agreement or our services are terminated for any reason, such termination shall be effective only to
2

terminate our services prospectively and all the other terms ofthis Agreement shall survive any such termination. Upon cessation of our active involvement in a particular matter (even if we continue active involvement in other matters on your behalf), we will have no further duty to inform you of future developments or changes in law as may be relevant to such matter. Further, unless you and we mutually agree in writing to the contrary, we will have no obligation to monitor renewal or notice dates or similar deadlines that may arise from the matters for which we had been retained.

Cell Phone and E-Mail Communication. K&E LLP hereby informs you and you hereby acknowledge that K&E LLP's attorneys sometimes communicate with their clients and their clients' professionals and agents by cell telephone, that such communications are capable of being intercepted by others and therefore may be deemed no longer protected by the attorneyclient privilege, and that you must inform K&E LLP if you do not wish K&E LLP to discuss privileged matters on cell telephones with you or your professionals or agents.
K&E LLP hereby informs you and you hereby acknowledge that K&E LLP's attorneys sometimes communicate with their clients and their clients' professionals and agents by unencrypted e-mail, that such communications are capable ofbeing intercepted by others and therefore may be deemed no longer protected by the attorney-client privilege, and that you must inform K&E LLP if you wish to institute a system to encode all e-mail between K&E LLP and you or your professionals or agents.

File Retention. All records and files will be retained and disposed of in compliance with our policy in effect from time to time. Subject to future changes, it is our current policy generally not to retain records relating to a matter for more than five years. Upon your prior written request, we will return client records to you prior to their destruction. We recommend that you maintain your own files for reference or submit a written request for your client files promptly upon conclusion of a matter. Conflicts of Interest. As is customary for a law firm of our size, you currently have relationships with numerous business entities that K&E LLP has represented or currently represents in matters unrelated to you. For instance, we note that K&E LLP currently or has represented, among other parties, Hyatt Corporation, Lehman (as defined below), Starwood Capital Group, L.L.C., Starwood Hotels & Resorts Worldwide Inc., Apollo Management International LLP, and each oftheir affiliates (collectively, the "Interested Parties") and will continue to do so in unrelated matters. Because you are engaged in activities (and may in the future engage in additional activities) in which your interests may diverge from those of the Interested Parties or our other clients, the possibility exists that the Interested Parties or one of our clients may take positions adverse to you. Notwithstanding anything to the contrary above, please note that the provisions in the following paragraph also apply to Interested Parties.
We currently have clients and expect in the future will have additional clients who, from time to time, have asked or will ask us to represent them in matters involving or relating to Lehman Brothers, its affiliates, subsidiaries or related parties (collectively, "Lehman"), including Lehman and/or clients who may have claims (including litigation and arbitration matters) against 3

Lehman or wish to participate as bidders, buyers or investors with respect to certain assets, securities or businesses of or related to Lehman. In such case, we may in our judgment establish appropriate screening procedures to ensure that there is no disclosure of confidential information concerning Lehman between attorneys. Notwithstanding anything in this letter to the contrary, you agree to waive prospectively any actual or perceived conflict of interest or other objection that would preclude our current or future representation of another client(s) (including Lehman) with respect or related to Lehman. Such waiver will, for the avoidance of doubt, include engagements where another client has asked us to represent it in current matters related to those described in this engagement letter. Further, in undertaking our representation of the Company, we want to be fair not only to the Company's interests but also to those of our other clients. Because the Company is engaged in activities (and may in the future engage in additional activities) in which its interests may diverge from those of our other clients, the possibility exists that one of our current or future clients may take positions adverse to the Company (including litigation or other dispute resolution mechanisms) in a matter in which K&E LLP may be retained. In the event a present conflict of interest exists between the Company and our other clients or in the event one arises in the future, the Company agrees to waive any such conflict of interest or other objection that would preclude our representation of another client: (a) in other current or future matters not substantially related to the Firm's representation of the Company; (b) in corporate or restructuring matters related (including substantially related) to the Company provided such representation is not substantially related to the Company's restructuring; and (c) other than during a Restructuring Case(s) (defined below), in matters related (including substantially related) to the Company provided such representation is not substantially related to the Company's restructuring, including litigation or other dispute resolution mechanisms. The Company also agrees that our representation is solely of the Company and that no member or other entity or person related to it (such as directors, officers or employees) has the status of a client for conflict of interest purposes.

Restructuring Cases. If it becomes necessary for you to commence a restructuring case under chapter 11 ofthe U.S. Bankruptcy Code (a "Restructuring Case"), our ongoing employment by you will be subject to the approval of the court with jurisdiction over the petition. If necessary, K&E LLP will take steps necessary to prepare the disclosure materials required in connection with K&E LLP's retention as lead restructuring counsel. In the near term, K&E LLP will begin conflicts checks on a list of potentially interested parties provided by you.
If necessary, we will prepare a preliminary draft of a schedule describing K&E LLP's relationships with certain interested parties (the "Disclosure Schedule"). We will provide to you a draft of the Disclosure Schedule once it is available. Although K&E LLP believes that these relationships do not constitute actual conflicts of interest, these relationships must be described and disclosed in your application to the court to retain K&E LLP. If actual conflicts of interest arise in the Company's restructuring cases, the Company will be required to use separate conflicts counsel in those matters, and K&E LLP will not participate in those matters.

No Guarantee of Success. It is impossible to provide any promise or guarantee about the outcome of your matters. Nothing in this Agreement or any statement by our staff or attorneys constitutes a promise or guarantee. Any comments about the outcome of your matter are simply expressions of judgment and are not binding on us. Consent to Use of Information. In connection with future materials that, for marketing purposes, describe facets of our law practice and recite examples of matters we handle on behalf of clients, you agree that, if those materials avoid disclosing your confidences and secrets as defined by applicable ethical rules, they may identify you as a client, may contain factual synopses of your matters, and may indicate generally the results achieved. Reimbursement of Fees and Expenses. You agree promptly to reimburse us for all fees and expenses, including the amount of our attorney and paralegal time at normal billing rates, as incurred by us in connection with participating in, preparing for, or responding to any action, claim, suit or proceeding brought by or against any third-party that relates to the legal services provided by us under the Agreement; provided, however, that we agree that we will not be entitled to reimbursement for fees and expenses incurred by us in response to an actual lawsuit filed against K&E LLP for a conflict resulting from our representation of you. Without limiting the scope of the foregoing, and by way of example only, this paragraph extends to all such fees and expenses incurred by us in responding to document subpoenas, and preparing for and testifying at depositions and trials. LLP. Kirkland & Ellis LLP is a limited liability partnership organized under the laws of Illinois, and Kirkland & Ellis International LLP is a limited liability partnership organized under the laws of Delaware. Pursuant to those statutory provisions, an obligation incurred by a limited liability partnership, whether arising in tort, contract or otherwise, is solely the obligation of the limited liability partnership, and partners are not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such obligation solely by reason of being or so acting as a partner. Miscellaneous. This Agreement sets forth our entire agreement for rendering professional services. It can be amended or modified only in a writing signed by both parties and not orally or by course of conduct. Each party signing below is jointly and severally responsible for all obligations due us and represents that each has full authority to execute this Agreement so that it is binding. This Agreement may be signed in one or more counterparts and binds each party countersigning below, whether or not any other proposed signatory ever executes it. If any provision ofthis Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability shall not affect other provisions or applications of this Agreement which can be given effect without such provisions or application, and to this end the provisions ofthis Agreement are declared to be severable. We are not advising you with respect to this Agreement because we would have a conflict of interest in doing so. Ifyou wish to receive such advice, you should consult independent counsel of your choice.

Please confirm your agreement with the arrangements described in this letter by signing the enclosed copy of this letter in the space provided below and returning it to us.

a e: Anup Sathy e: Partner

Agreed to and accepted this ~day of

!VIc%

'2010.

INNKEEPERS USA

Schedule I KIRKLAND & ELLIS LLP CLIENT-REIMBURSABLE EXPENSES AND OTHER CHARGEs

Effective 111110
The following outlines Kirkland & Ellis LLP's ("K&E LLP") policies and standard charges for various services performed by K&E LLP and/or by other third parties on behalf of the client which are often ancillary to our legal services. Services provided by in-house K&E LLP personnel are for the convenience of our clients. Given that these services are often ancillary to our legal services, in certain instances, it may be appropriate and/or more cost efficient for these services to be outsourced to a third-party vendor. If services are provided beyond those outlined below, pricing will be based on the K&E LLP's approximate cost and/or comparable market pncmg. Duplicating, Reprographics and Printing: The following list details K&E LLP's charges for duplicating, reprographics and printing services: Black and White Copy or Print (all sizes of paper): $0.15 per impression for all U.S. offices 0.1 0 per impression in Munich 0.12 per impression in London HK$0. 75 per impression in Hong Kong RMBO. 75 per impression in Shanghai Color Copy or Print (all sizes of paper): $0.50 per impression Scanned Images: $0.15 per page for black and white or color scans Other Services: CD/DVD Duplicating or Mastering- $7/$10 per CD/DVD Binding - $0.70 per binding Large or specialized binders - $8/$1 7 Labels and Tabs- $0.03-$0.10 per item based on service Black and White or Color Transparency- $0.15 or $0.65 per page Secretarial and Word Processing: Clients are not charged for secretarial and word processing activities incurred on their matters during standard business hours. Overtime Charges: Secretarial and word processing overtime costs are not passed on to clients unless either (i) the client has specifically requested the afterhours work or (ii) the nature of the work being done for the client necessitates the overtime and such work could not have been done during normal working hours. Costs for related overtime meals and transportation are charged to the client under the same conditions and subject to any applicable regulations or guidelines.

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Travel Expenses: We charge clients our out-of-pocket costs for travel expenses including associated travel agency fees. We charge coach fares (business class for international flights) unless the client has approved first-class or an upgrade. K&E LLP personnel are instructed to incur only reasonable airfare, hotel and meal expenses. K&E LLP negotiates, uses, and passes along volume discount hotel and air rates whenever practicable. However, certain retrospective rebates may not be passed along. Communication Expenses: We do not charge clients for telephone calls or faxes made from K&E LLP's offices with the exception of third-party conference calls and videoconferences. Charges incurred for conference calls, videoconferences, cellular telephones, and calls made from other third-party locations will be charged to the client at the actual cost incurred. Further, other telecommunication expenses incurred at thirdparty locations (e.g., phone lines at trial sites, Internet access, etc.) will be charged to the client at the actual cost incurred.

Overnight Delivery/Postage: We charge clients for the actual cost of overnight and special delivery (e.g., Express Mai~ FedEx, and DHL), and U.S. postage for materials mailed on the client's behalf. K&E LLP negotiates, uses, and passes along volume discount rates whenever practicable. Messengers: We charge clients for the actual cost of a third party vendor messenger. Where a K&E LLP in-house messenger is used, we charge clients a standard transaction charge plus applicable cab fare. Computerized Research Services: Client charges are limited to K&E LLP's actual third-party costs and do not include any surcharges for related overhead. K&E LLP negotiates, uses, and passes along volume discount rates whenever practicable. As discounts are customarily based on overall volume, the amount of the discount may vary from month to month. Off-Site Legal Files Storage: Clients are not charged for off-site storage of files unless the storage charge is approved in advance.Electronic Data Storage: K&E LLP will not charge clients for costs to store electronic data and files related to cases on the K&E LLP's systems if the data stored does not exceed 250 gigabytes (GB). Ifthe data stored for a specific client exceeds 250GB, the K&E LLP will charge clients $1.25 per month/per GB until the data is either returned to the client or properly disposed of.Document Procurement: Our standard client charge for document retrieval when a K&E LLP library employee obtains a document from an outside source is $25 per document. There is no client charge for retrieving documents from K&E LLP libraries in other cities or from other collections when the document is part of the K&E LLP collection but unavailable.

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Calendar Court Services: Our standard charge is $25 for a court filing and other court services or transactions. Library and Business/Industry Research Services: Research specialists perform computerized research services at the request of attorneys, and clients are charged per hour for these services. Supplies: There is no client charge for standard office supplies. Clients are charged for special items (e.g., a minute book, exhibit tabs/indexes/dividers, binding, etc.) and then at K&E LLP's actual cost. Contract Attorneys and Contract Non-Attorney Billers: Ifthere is a need to utilize a contract attorney or contract non-attorney on a client engagement, clients will be charged a standard hourly rate for these billers unless other specific billing arrangements are agreed between K&E LLP and client. Expert Witnesses, Experts of Other Types, and Other Third Party Consultants: If there is a need to utilize an expert witness, expert of other type, or other third party consultant such as accountants, investment bankers, academicians, other attorneys, etc. on a client engagement, clients will be requested to retain or pay these individuals directly unless specific billing arrangements are agreed between the K&E LLP and client. Third Party Expenditures: Third party expenditures (e.g., corporate document and lien searches, lease of office space at Trial location, IT equipment renta~ SEC and regulatory filings, etc.) incurred on behalf of a client, will be passed through to the client at actual cost. If the invoice exceeds $50,000, it is K&E LLP's policy that wherever possible such charges will be directly billed to the client. In those circumstances where this is not possible, K&E LLP will seek reimbursement from our client prior to paying the vendor.

Unless otherwise noted, charges billed in foreign currencies are determined annually based on current U.S. charges at an appropriate exchange rate.

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EXHIBIT B Basta Declaration

K&E 16673910

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-__________(___) Joint Administration Requested

DECLARATION OF PAUL M. BASTA IN SUPPORT OF THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF KIRKLAND & ELLIS LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE1
1

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

K&E 16673910

I, Paul M. Basta, under penalty of perjury, declare as follows: 1. I am a partner in the law firm of Kirkland & Ellis LLP (K&E), located at 601

Lexington Avenue, New York, New York 10022. I am a member in good standing of the Bar of the States of New York, Rhode Island, and Massachusetts and am admitted to practice in the United States District Court for the Southern District of New York. There are no disciplinary proceedings pending against me. 2. I submit this declaration in support of the Debtors application

(the Application)2 for entry of an order authorizing the Debtors to retain and employ K&E as their attorneys nunc pro tunc to the Petition Date, pursuant to sections 327(a) and 330 of title 11 of the United States Code (the Bankruptcy Code), Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Except as otherwise noted, I have personal knowledge of the matters set forth herein. I. 3. K&Es Qualifications The Debtors seek to retain K&E because of K&Es recognized expertise and

extensive experience and knowledge in the field of debtors protections, creditors rights, and business reorganizations under chapter 11 of the Bankruptcy Code. 4. K&E has been actively involved in major chapter 11 cases and has represented

debtors in many cases, including, among others: In re N. Am. Petroleum Corp., Case No. 10-11707 (Bankr. D. Del. June 21, 2010); In re S. Bay Expressway, L.P., Case No. 10-04516 (Bankr. S. D. Cal. June 11, 2010); In re Neff Corp., Case No. 10-12610 (Bankr. S.D.N.Y. June 9,
headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.
2

All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.

2
K&E 16673910

2010); In re U.S Concrete, Inc., Case No. 10-11407 (Bankr. D. Del. May 21, 2010); In re Bear Island Paper Co., L.L.C., Case No. 10-31202 (Bankr. E.D. Va. Mar. 25, 2010); In re Atrium Corp., Case No. 10-10150 (Bankr. D. Del. Feb. 25, 2010); In re Citadel Broad. Corp., Case No. 09-17442 (Bankr. S.D.N.Y. Feb. 3, 2010); In re The Majestic Star Casino, LLC, Case No. 09-14136 (Bankr. D. Del. Dec. 17, 2009); In re Stallion Oilfield Servs. Ltd., Case No. 09-13562 (Bankr. D. Del. Nov. 16, 2009); In re The Readers Digest Assoc., Inc., Case No. 09-23529 (Bankr. S.D.N.Y. Sept. 17, 2009); In re Lear Corp., Case No. 09-14326 (Bankr. S.D.N.Y. July 31, 2009); In re UTGR, Inc. d/b/a/ Twin River, Case No. 09-12418 (Bankr. D.R.I. July 30, 2009); In re ION Media Networks, Inc., Case No. 09-13125 (Bankr. S.D.N.Y. June 23, 2009); In re Visteon Corp., Case No. 09-11786 (Bankr. D. Del. June 19, 2009); In re DBSD N. Am., Inc., Case No. 09-13061 (Bankr. S.D.N.Y. June 9, 2009); In re General Growth Props., Inc., Case No. 09-11977 (Bankr. S.D.N.Y. May 26, 2009); In re Source Interlink Cos., Inc., Case No. 09-11424 (Bankr. D. Del. May 19, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y. April 29, 2009); In re Sun-Times Media Group, Inc., Case No. 09-11092 (Bankr. D. Del. Apr. 29, 2009); In re Masonite Corp., Case No. 09-10844 (Bankr. D. Del. Apr. 15, 2009); In re Charter Commcns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. Apr. 15, 2009); In re Muzak Holdings LLC, Case No. 09-10422 (Bankr. D. Del. March 11, 2009); In re Tronox Inc., Case No. 09-10156 (Bankr. S.D.N.Y. Feb. 6, 2009); In re Flying J, Inc., Case No. 08-13384 (Bankr. D. Del. Jan. 15, 2009); In re Portola Packaging, Inc., Case No. 08-12001 (Bankr. D. Del. Sept. 22, 2008); In re Hines Horticulture, Inc., Case No. 08-11922 (Bankr. D. Del. Sept. 10, 2008); In re Pierre Foods Inc., Case No. 08-11480 (Bankr. D. Del. Aug. 14, 2008); In re ACG Holdings, Inc., Case No. 08-11467 (Bankr. D. Del. Aug. 12, 2008); In re Tropicana Entmt, LLC, Case No. 08-10856 (Bankr. D. Del. May 30, 2008); In re Kimball Hill, Inc., Case No. 08-10095 (Bankr.

3
K&E 16673910

N.D. Ill. May 13, 2008); and In re Wellman, Inc., Case No. 08-10595 (Bankr. S.D.N.Y. March 19, 2008). 5. In preparing for its representations of the Debtors in the Chapter 11 Cases, K&E

has become familiar with the Debtors business and many of the legal issues that may arise in the Chapter 11 Cases. K&E is both well qualified and uniquely able to represent the Debtors in the Chapter 11 Cases in an efficient and timely manner. II. 6. Services To Be Provided The Debtors retained K&E pursuant to the terms of that certain engagement letter,

dated as of March 29, 2010, by and among the Debtors and K&E (the Engagement Letter), a copy of which is annexed as Schedule 1 to the proposed order attached as Exhibit A to the Application. limitation: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of the Debtors business and properties; advise the Debtors on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; attend meetings and negotiate with the representatives of creditors and other parties in interest; prosecute actions on the Debtors behalf, defend any action commenced against the Debtors and represent the Debtors interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors estates; prepare pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary, or otherwise beneficial to the administration of the Debtors estates; represent the Debtors in connection with obtaining postpetition financing; advise the Debtors in connection with any potential sale of assets; Pursuant to the Engagement Letter, the Debtors retained K&E to, without

b. c. d.

e.

f. g.

4
K&E 16673910

h. i. j. k.

appear before the Court and any appellate courts to represent the interests of the Debtors estates before those courts; advise the Debtors regarding tax matters; assist the Debtors in obtaining approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and perform all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including: (i) analyzing the Debtors leases and contracts and the assumptions, rejections or assignments thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters.

III. 7.

Compensation Received by K&E from the Debtors Consistent with the terms of the Engagement Letter, on March 31, 2010, the

Debtors paid $1,000,000.00 to K&E as a classic retainer. Subsequently, on July 14, 2010, the Debtors paid to K&E an additional classic retainer of $95,588.00. As of the Petition Date, the retainer balance was approximately $1,095,588.00.3 Pursuant to the terms of the Engagement Letter and applicable law, these classic retainer payments were earned upon receipt. Moreover, pursuant to the Engagement Letter, the classic retainer payments are property of K&E and are not held in a separate account. 8. During the 90-day period before the Petition Date, the Debtors paid K&E the

following amounts:
Type of Transaction Initial Retainer Invoice Retainer Replenishment Invoice Retainer Replenishment Invoice Number Invoice Date Billed Amount Payment Date 3/31/2010 3573092 4/15/2010 $486,397.15 4/16/2010 3574802 4/29/2010 $611,485.04 5/6/2010 $400,000.00 $486,397.15 Payment Amount $1,000,000.00 Retainer Balance $1,000,000.00 $513,602.85 $1,000,000.00 $388,514.96 $788,514.96

Approximately $95,000.00 shall be used for filing fees.

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Type of Transaction Retainer Replenishment Write Off Invoice Retainer Replenishment Invoice Retainer Replenishment Invoice Retainer Replenishment Invoice Retainer Replenishment Retainer Increase

Invoice Number

Invoice Date

Billed Amount

Payment Date 5/27/2010 5/28/2010

Payment Amount $186,458.04 ($25,027.00)

Retainer Balance $974,973.00 $1,000,000.00 $522,031.99 $1,000,000.00 $329,042.15 $1,000,000.00 $700,027.40 $1,000,000.00 $633,164.11 $1,000,000.00 $1,095,588.00

3574802 3589861

6/7/2010

$477,968.01 6/18/2010 $477,968.01

3614074

6/29/2010

$670,957.85 7/2/2010 $670,957.85

3616814

7/7/2010

$299,972.60 7/13/2010 $299,972.60

3625667

7/13/2010

$366,835.89 7/14/2010 7/14/2010 $366,835.89 $95,588.00

9.

As of the Petition Date, the Debtors do not owe K&E any amounts for legal

services rendered before the Petition Date, although certain expenses and fees may have been incurred by K&E but not yet applied to K&Es classic retainer. Such amounts, if any, would be less than the balance of K&Es classic retainer as of the Petition Date. IV. 10. Professional Compensation During the Chapter 11 Cases K&E intends to apply for compensation for professional services rendered on an

hourly basis and reimbursement of expenses incurred in connection with the Chapter 11 Cases, subject to the Courts approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee), and any other applicable procedures and orders of the Court. The hourly rates and corresponding rate structure that K&E will use in the Chapter 11 Cases are equivalent to the hourly rates and corresponding rate structure that K&E predominantly uses for other restructuring matters, as well as similar complex corporate, securities, and litigation matters 6
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whether in court or otherwise, regardless of whether a fee application is required. These rates and the rate structure reflect that such restructuring and other complex matters typically are national in scope and involve great intricacy, high stakes, and severe time pressures. 11. K&E operates in a dynamic, national marketplace for legal services in which rates

are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firms expertise, performance and reputation, the nature of the work involved, and other factors. Because the sub-markets for legal services are fragmented and are affected by a variety of individualized and interdependent factors, K&E has no one rate for an individual biller that applies to all matters for all clients. K&Es rates for an individual biller may vary as a function of the type of matter, geographic factors, the nature of certain long-term client relationships, and various other factors, including those stated above. 12. K&Es hourly rates are set at a level designed to fairly compensate K&E for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. In particular, K&Es current hourly rates for matters related to the Chapter 11 Cases generally range as follows:4

For professionals and paraprofessionals residing outside of the U.S., hourly rates are billed in the applicable currency. When billing a U.S. entity, such foreign rates are converted into U.S. dollars at the then applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain rates may exceed the billing ranges listed in the chart herein.

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Billing Category Partners Of Counsel Associates Paraprofessionals 13.

Range $580-$995 $435-$995 $340-$670 $135-$285

The following professionals are presently expected to have primary responsibility

for providing services to the Debtors: James H.M. Sprayregen, P.C. ($995); Anup Sathy, P.C. ($895); Marc J. Carmel ($735); and I ($955). In addition, from time to time, other K&E professionals and paraprofessionals will provide services to the Debtors.5 14. It is K&Es policy to charge its clients in all areas of practice for identifiable,

non-overhead expenses incurred in connection with the clients case that would not have been incurred except for representation of that particular client. It is also K&Es policy to charge its clients only the amount actually incurred by K&E in connection with such items. Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer assisted legal research, photocopying, airfare, meals, and lodging. 15. To ensure compliance with all applicable deadlines in the Chapter 11 Cases, K&E

utilizes the services of overtime secretaries. K&E charges fees for these services pursuant to the Engagement Letter, which permits K&E to bill the Debtors for overtime secretarial charges that arise out of business necessity. In addition, K&E professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices.

Although K&E does not anticipate using contract attorneys during the Chapter 11 Cases, in the unlikely event that such employment becomes necessary, K&E will not charge a markup to the Debtors with respect to fees billed by contract attorneys. Moreover, any contract attorneys or non-attorneys who are employed by the Debtors in connection with work performed by K&E will be subject to conflict checks and disclosures in accordance with the requirements of the Bankruptcy Code.

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16.

K&E currently charges $0.15 per page for standard duplication in its offices in the

United States. K&E does not charge its clients for facsimile transmissions. K&E has negotiated a discounted rate for Westlaw computer-assisted legal research. Computer-assisted legal

research is used whenever the researcher determines that using Westlaw is more cost effective than using traditional (non-computer-assisted legal research) techniques. 17. K&E further states that, pursuant to Rule 2016(b) of the Bankruptcy Rules, it has

not shared, nor agreed to share (a) any compensation it has received or may receive with another party or person, other than with the partners, associates, and contract attorneys associated with K&E or (b) any compensation another person or party has received or may receive. V. 18. K&Es Disinterestedness In connection with its proposed retention by the Debtors in the Chapter 11 Cases,

K&E undertook to determine whether it had any conflicts or other relationships that might cause it not to be disinterested or to hold or represent an interest adverse to the Debtors. Specifically, K&E obtained from the Debtors and/or their representatives the names of individuals and entities that may be parties in interest in the Chapter 11 Cases and such parties are listed on Schedule 1 attached hereto. To the extent that I have been able to ascertain that K&E has been retained within the last three years to represent any of the potential parties in interest (or their affiliates, as the case may be) in matters unrelated to the Chapter 11 Cases, such facts are disclosed on Schedule 2 attached hereto. 19. K&E and certain of its partners and associates may have in the past represented,

may currently represent, and likely in the future will represent, parties in interest in the Chapter 11 Cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and the Chapter 11 Cases. K&E has searched its electronic database for its connection to the entities listed on Schedule 1 to this declaration. The information listed on Schedule 1 9
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may have changed without my knowledge and may change during the pendency of the Chapter 11 Cases. Accordingly, K&E will update this Declaration as necessary and when K&E becomes aware of additional material information. 20. The following is a list of the categories that K&E has searched: Category Current and Recent Former Entities Affiliated with the Debtors Current and Recent Former Directors and Officers Contract Counterparties Debt Holders Equity Holders Letters of Credit Lienholders Litigation Parties Professionals Significant Vendors Utilities United States Trustee, Judges, and Court Contacts for the Southern District of New York (and Key Staff Members)

Schedule 1(a) 1(b) 1(c) 1(d) 1(e) 1(f) 1(g) 1(h) 1(i) 1(j) 1(k) 1(l)

21.

To the best of my knowledge, (a) K&E is a disinterested person within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and (b) K&E has no connection to the Debtors, its creditors, or its related parties except as may be disclosed in this Declaration. 22. Although not relevant in concluding that K&E is disinterested, out of an

abundance of caution, listed on Schedule 2 to this Declaration are the results of K&Es conflicts searches of the above-listed entities.6 For the avoidance of doubt, K&E will not commence a

As referenced in Schedule 2, the term current client means a client to whom time was posted in the 12 months preceding the Petition Date. As referenced in Schedule 2, the term former client means a client to whom time was posted between 36 and 12 months preceding the Petition Date. On Schedule 2, the term closed client means a client to whom time was posted in the 36 months preceding the Petition Date, but for which the client representation has been closed. As a general matter, K&E discloses connections with former (continued on next page)

10
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cause of action in the Chapter 11 Cases against the parties listed on Schedule 2 that are current or ongoing clients of K&E (including parties below-listed under the Specific Disclosures section of this Declaration) unless K&E has an applicable waiver on file or first receives a waiver from such party allowing K&E to commence such an action. To the extent that a waiver does not exist or is not obtained from such client and it is necessary for the Debtors to commence an action against that client, the Debtors will retain conflicts counsel to represent them in that particular matter. Notably, none of the clients listed on Schedule 2 represent more than

1 percent of K&Es fee receipts for the 12 months ending June 30, 2010. 23. K&Es conflicts search of the parties in interest listed on Schedule 1(a) through

1(l) attached hereto (that K&E was able to locate using its reasonable efforts) reveals, to the best of K&Es knowledge, that certain of K&Es attorneys and paraprofessionals who previously worked at other law firms that represented certain potential parties in interest in the Chapter 11 Cases have not worked on matters relating to the Debtors restructuring efforts while at K&E. 24. Based on the conflicts search conducted to date and described herein, to the best

of my knowledge, neither I, K&E, nor any partner or associate thereof, insofar as I have been able to ascertain, have any connection with the Debtors, their creditors, or any other parties in interest, their respective attorneys and accountants, the U.S. Trustee or any person employed in the Office of the U.S. Trustee, or any Bankruptcy Judge currently serving on the Bankruptcy Court, except as disclosed or otherwise described herein. 25. K&E will periodically review its files during the pendency of the Chapter 11

Cases to use its reasonable efforts to ensure that no conflicts or other disqualifying circumstances

clients or closed clients for whom time was posted in the last 36 months, but does not disclose connections if time was billed more than 36 months before the Petition Date.

11
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exist or arise. If any new relevant facts or relationships are discovered or arise, K&E will use reasonable efforts to identify such further developments and will file a supplemental declaration, as required by Bankruptcy Rule 2014(a). 26. Generally, it is K&Es policy to disclose clients in the capacity that they first For example, if a client already has been disclosed in this

appear in a conflicts search.

Declaration in one capacity (e.g., a customer), and the client appears in a subsequent conflicts search in a different capacity (e.g., a vendor), K&E does not disclose the same client again in supplemental declarations, unless the circumstances are such in the latter capacity that additional disclosure is required. 27. From time to time, K&E has referred work to other professionals that the Debtors

propose to retain in the Chapter 11 Cases. Likewise, certain such professionals have referred work to K&E. 28. At times, insurance companies pay the legal bills of K&E clients. Some of these

insurance companies may be involved in the Chapter 11 Cases. None of these insurance companies, however, are K&E clients as a result of this situation, and the fact that some of these insurance companies pay legal fees on behalf of K&E clients does not make these insurance companies K&E clients. Specific Disclosures 29. As specifically set forth below and in the attached Schedules, K&E represents

certain of the Debtors creditors, equity security holders, or other parties in interest in ongoing matters unrelated to the Debtors and the Chapter 11 Cases. None of the representations

described herein are materially adverse to the interests of the Debtors estates. Moreover, pursuant to section 327(c) of the Bankruptcy Code, K&E is not disqualified from acting as the

12
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Debtors counsel merely because it represents the Debtors creditors, equity security holders, or other parties in interest in matters unrelated to the Chapter 11 Cases. I. 30. Connections to Debtor Affiliates Apollo Investment Corp. (Apollo) is the 100 percent owner of the Debtors

ultimate parent, Grand Prix Holdings LLC, which, in turn, owns substantially all of the interests of Debtor Innkeepers USA Trust. Apollo, an investment company, by itself or through its affiliates, serves as managers for a number of investment vehicles (the Managed Funds). The Managed Funds currently have, formerly had, and in the future likely will have equity or debt investments in certain parties related to the Debtors, including those listed on Exhibit A attached hereto, that are K&E clients. K&Es representations of those clients are in matters unrelated to the Debtors, but K&E has disclosed this out of an abundance of caution. 31. K&Es attorneys in Europe represent Apollo Management International LLP and

certain of its affiliates (Apollo Management), which are affiliates of Apollo, with respect to private equity, environmental transactions, corporate, and public mergers and acquisitions matters, all of which are unrelated to the Chapter 11 Cases. K&E does not believe this

constitutes a conflict of interest in the Chapter 11 Cases, but K&E has disclosed it out of an abundance of caution. In addition, in the event it is necessary, K&E will institute formal screening measures in connection with the representation of clients with respect to Apollo Management. 32. As described herein, K&E represents certain of the entities listed in the attached

schedules. Apollo or its affiliates may have loans to or investments in certain of the parties that K&E listed as potential parties in interest, and K&E may represent such parties unrelated to the Chapter 11 Cases.

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II.

Connections to an Officer 33. In April 1996, K&E was retained to represent Raytheon Missile Systems

Company (Raytheon) in connection with a lawsuit filed by Adaptive Power Solutions, LLC (Adaptive Power Solutions) in the United States District Court for the Central District of California, alleging violations of the Sherman Act (the Adaptive Power Solutions Matter). Marc A. Beilinson, who has been serving as the Debtors Chief Restructuring Officer since August 2008, was the Chief Executive Officer of Adaptive Power Solutions and maintains involvement with the company. The Adaptive Power Solutions Matter, which has been inactive since 1998 and closed since 2004, is unrelated to the Chapter 11 Cases, but K&E has disclosed it out of an abundance of caution. III. Connections to Creditors 34. As disclosed in Schedule 2 attached hereto, K&E currently represents, and has

formerly represented, certain affiliates, subsidiaries, joint ventures, and/or entities associated with creditors of the Debtors. All such representations have been in matters unrelated to the Debtors and the Chapter 11 Cases. 35. In September 2008, Lehman Brothers Holding Inc. and certain of its affiliates

filed chapter 11 cases (the Lehman Debtors). Lehman ALI Inc., an affiliate of the Lehman Debtors, and certain affiliates are debt holders and issuers of a letter of credit to the Debtors. As disclosed in Schedule 2, K&E currently represents and formerly represented certain non-debtor affiliates of the Lehman Debtors, including, among others, Lehman Brothers Real Estate Private Equity (LBREPE) and Lehman Re Ltd. (Lehman Re), in representations adverse or that may be adverse to the Lehman Debtors and Lehman ALI Inc. as well as in other matters unrelated to the Lehman Debtors, all of which are unrelated to the Debtors. K&E does not

14
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believe this constitutes a conflict of interest in the Chapter 11 Cases, but K&E has disclosed it out of an abundance of caution. 36. In addition to its representation of LBREPE and Lehman Re, K&E represents

other clients who may have claims, including litigation or arbitration matters, against the Lehman Debtors or who may want to participate as bidders, buyers, or investors with respect to certain assets, securities, or businesses of or related to the Lehman Debtors. Pursuant to the Engagement Letter, the Debtors have waived any actual or perceived conflict of interest or other objection that would preclude K&Es representation of LBREPE or Lehman Re or of another client or clients with respect to or relating to LBREPE or Lehman Re. K&E does not believe this constitutes a conflict of interest in the Chapter 11 Cases, but K&E has disclosed it out of an abundance of caution. In addition, in the event it is necessary, K&E will institute formal screening measures in connection with the representation of clients with respect to LBREPE or Lehman Re. IV. Relationships with Other Professionals 37. K&E currently represents, and has formerly represented, certain affiliates,

subsidiaries, and entities associated with various professionals that the Debtors seek to retain in connection with the Chapter 11 Cases. All prior and current K&E representations of these professionals have been in matters unrelated to the Debtors and the Chapter 11 Cases. Furthermore, K&E has not represented and will not represent any such professionals in connection with any matter in the Chapter 11 Cases. V. K&E Attorney and Employee Investments 38. From time to time, K&E partners, of counsel, associates, and employees

personally invest in mutual funds, retirement funds, private equity funds, venture capital funds, hedge funds, and other types of investment funds (the Investment Funds), through which 15
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such individuals indirectly acquire a debt or equity security of many companies, one of which may be the Debtor, often without K&Es knowledge. The investing K&E person(s) generally own substantially less than 1 percent of such Investment Fund, do not manage or otherwise control such Investment Fund, and have no influence over the Investment Funds decision to buy, sell, or vote any particular security. The Investment Fund is generally operated as a blind pool, meaning that when the K&E person(s) make an investment in the Investment Fund, he, she, or they do not know what securities the blind pool Investment Fund will purchase or sell, and have no control over such purchases or sales. 39. From time to time one or more K&E partners and of counsel voluntarily choose to

form an entity (a Passive-Intermediary Entity) to invest in one or more Investment Funds. Such Passive-Intermediary Entity is composed only of persons who were K&E partners and of counsel at the time of the Passive-Intermediary Entitys formation (although some are now former K&E partners and of counsel). Participation in such a Passive-Intermediary Entity is wholly voluntary and only a portion of K&Es partners and of counsel choose to participate. The Passive-Intermediary Entity generally owns substantially less than 1 percent of any such Investment Fund, does not manage or otherwise control such Investment Fund, and has no influence over the Investment Funds decision to buy, sell, or vote any particular security. Each Investment Fund in which a Passive-Intermediary Entity invests is operated as a blind pool, so that the Passive-Intermediary Entity does not know what securities the blind pool Investment Funds will purchase or sell, and has no control over such purchases or sales. And, indeed, the Passive-Intermediary Entity often arranges for statements and communications from the Investment Funds to be sent solely to a blind administrator who edits out all information regarding the identity of the Investment Funds underlying investments, so that the Passive-

16
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Intermediary Entity does not learn (even after the fact) identity of the securities purchased, sold, or held by the Investment Fund. 40. From time to time, K&E partners, of counsel, associates, and employees

personally directly acquire a debt or equity security of a company which may be the Debtor. K&E has a long-standing policy prohibiting attorneys and employees from using confidential information that may come to their attention in the course of their work. In this regard, all K&E attorneys and employees are barred from trading in securities with respect to which they possess confidential information.. VI. Other Disclosures 41. Finally, certain interrelationships exist among the Debtors. Nevertheless, the

Debtors have advised K&E that the Debtors relationships to each other do not pose any conflict of interest because of the general unity of interest among the Debtors. Insofar as I have been able to ascertain, I know of no conflict of interest that would preclude K&Es joint representation of the Debtors in the Chapter 11 Cases. 42. The spouse of K&E partner Helen E. Witt, P.C. is a managing director of

JPMorgan Chase & Co. (JPMorgan). JPMorgan Chase Bank, N.A. is: (a) an affiliate of JPMorgan, which issued a letter of credit to the Debtors and (b) an affiliate of Transworld Systems Inc., which is a contract counterparty of the Debtors. K&E has instituted formal screening measures to screen Ms. Witt from all aspects of K&Es representation of the Debtors. 43. Prior to joining the firm, K&E partner Albert Cho represented numerous clients

adverse to K&Es current and former restructuring clients, including debtors in chapter 11. Out of an abundance of caution, K&E has instituted formal screening procedures to screen Mr. Cho from all K&E restructuring matters.

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44.

Under K&Es screening procedures, K&Es conflicts department distributes a

memorandum to all K&E attorneys and legal assistants directing them as follows: (a) not to discuss any aspects of K&Es representation of the Debtors with the screened K&E attorneys; (b) to conduct meetings, phone conferences, and other communications regarding K&Es representation of the Debtors in a manner that avoids contact with the screened K&E attorneys; (c) to take all measures necessary or appropriate to prevent access by the screened K&E attorneys to the files or other information related to K&Es representation of the Debtors; and (d) to avoid contact between the screened K&E attorneys and all K&E personnel working on the representation of the Debtors unless there is a clear understanding that there will be no discussion of any aspects of K&Es representation of the Debtors. Furthermore, K&E already has implemented procedures to block the screened K&E attorneys from accessing files and documents related to the Debtors that are stored in K&Es electronic document managing system. Affirmative Statement of Disinterestedness 45. Based on the conflicts search conducted to date and described herein, to the best

of my knowledge and insofar as I have been able to ascertain, (a) K&E is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and (b) K&E has no connection to the Debtors, their creditors, or their related parties, except as may be disclosed herein.

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46.

Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing

is true and correct. Date: July 19, 2010 /s/ Paul M. Basta Paul M. Basta Partner Kirkland & Ellis LLP

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Schedule 1 List of Schedules

Schedule 1(a) 1(b) 1(c) 1(d) 1(e) 1(f) 1(g) 1(h) 1(i) 1(j) 1(k) 1(l)

Category Current and Recent Former Entities Affiliated with the Debtors Current and Recent Former Directors and Officers Contract Counterparties Debt Holders Equity Holders Letters of Credit Lienholders Litigation Parties Professionals Significant Vendors Utilities United States Trustee, Judges, and Court Contacts for the Southern District of New York (and Key Staff Members)

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Schedule 1(a) Current and Recent Former Entities Affiliated with the Debtors Apollo Investment Corp. Apollo Investment Corp. (Maryland BDC) Gencom Entity Genwood Raleigh Lessee LLC Genwood Raleigh LLC GP AC Sublessee LLC Grand Prix Acquisition Trust Grand Prix Addison (RI) LLC Grand Prix Addison (SS) LLC Grand Prix Albany LLC Grand Prix Altamonte LLC Grand Prix Anaheim Orange Lessee LLC Grand Prix Arlington LLC Grand Prix Atlanta (Peachtree Corners) LLC Grand Prix Atlanta LLC Grand Prix Atlantic City LLC Grand Prix Bellevue LLC Grand Prix Binghamton LLC Grand Prix Bothell LLC Grand Prix Bulfinch LLC Grand Prix Campbell / San Jose LLC Grand Prix Cherry Hill LLC Grand Prix Chicago LLC Grand Prix Columbia LLC Grand Prix Denver LLC Grand Prix East Lansing LLC Grand Prix El Segundo LLC Grand Prix Englewood Denver South LLC Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee LLC Grand Prix Fremont LLC Grand Prix Ft. Lauderdale LLC Grand Prix Ft. Wayne LLC Grand Prix Gaithersburg LLC Grand Prix General Lessee LLC Grand Prix Germantown LLC Grand Prix Grand Rapids LLC Grand Prix Harrisburg LLC Grand Prix Holdings LLC Grand Prix Horsham LLC Grand Prix IHM Inc. Grand Prix Indianapolis LLC Grand Prix Islandia LLC Grand Prix Las Colinas LLC Grand Prix Lexington LLC Grand Prix Livonia LLC Grand Prix Lombard LLC Grand Prix Louisville (RI) LLC Grand Prix Lynnwood LLC Grand Prix Mezz Borrower 2 Floating LLC Grand Prix Mezz Borrower Fixed LLC Grand Prix Mezz Borrower Floating 2 LLC Grand Prix Mezz Borrower Floating LLC Grand Prix Mezz Borrower Term LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Mountain View LLC Grand Prix Mt. Laurel LLC Grand Prix Naples LLC Grand Prix Ontario Lessee LLC Grand Prix Ontario LLC Grand Prix Portland LLC Grand Prix Richmond (Northwest) LLC Grand Prix Richmond LLC Grand Prix RIGG Lessee LLC Grand Prix RIMV Lessee LLC Grand Prix Rockville LLC Grand Prix Saddle River LLC Grand Prix San Jose LLC Grand Prix San Mateo LLC Grand Prix Schaumburg LLC Grand Prix Shelton LLC Grand Prix Sili I LLC Grand Prix Sili II LLC Grand Prix Tallahasee LLC Grand Prix Term Lessee LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Tukwila LLC Grand Prix West Palm Beach LLC Grand Prix Westchester LLC Grand Prix Wichita LLC Grand Prix Willow Grove LLC Grand Prix Windsor LLC Grand Prix Woburn LLC

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Innkeepers Financial Corp. (General Partner) Innkeepers Financial Corp. (Virginia Corp.) Innkeepers Hospitality Management Inc. Innkeepers USA LP Innkeepers USA Trust KPA HI Ontario LLC KPA HS Anaheim LLC KPA Leaseco Holding Inc. KPA Leaseco Inc. KPA Raleigh Leaseco LLC

KPA Raleigh LLC KPA RIGG LLC KPA RIMV LLC KPA San Antonio HS LLC KPA San Antonio LLC KPA Tysons Corner RI LLC KPA Washington DC DT LLC KPA Washington DC LLC KPA/GP Ft. Walton LLC KPA/GP Louisville (HI) LLC KPA/GP Valencia LLC

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Schedule 1(b) Current and Recent Former Directors and Officers Beilinson, Marc Craven, Dennis M. Fenton, Richard F. Hewes, Schuyler Kentoff, Eric Korval, Justin Martin, Bob Murphy, Mark A. Press, Rick Price, Linda K. Sack, Aaron Walker, Timothy

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Schedule 1(c) Contract Counterparties 128 Motel Corp. A Action Plumbing A-1 Asphalt Care Inc. A-1 Fire Equipment Corp. Able Restoration Inc. Accurate Fire Protection Inc. ACQI Associates LP ACT Inc. Adrian Carr Caradine Design Inc. Advanced Asphalt Advantage Fitness Products AEF Hotel Furniture Finish AJ Monier & Co. Inc. Alexanders Mobility Services All American Waste LLC Anand Enterprises Inc. Arch Painting Inc. Art Horizons Art Plumbing Co. Ashley Lighting Inc. Associated Builders Barker Construction Specialities Inc. Becht Given Service Experts Inc. Bell Plumbing & Heating Co. BellSouth Wireless Data LP Berger Transfer & Storage Inc. Bernhardt Design Bernstein Group Inc. Best Western International Inc. Binswanger Glass Boudreau Plumbing & Heating Brintons Ltd. Brunswick Corp. California Industrial Case Handyman & Remodeing-Winter Park Castleman & Young Construction Inc. Chapel Valley Landscape Co. Cingular Interactive LP CIT Group/Commercial Services Inc. Clayton Miller Hospitality Carpet Climacare Inc. Coast Sign Inc. CoCal Landscape Services Inc. Collective Design Associates LLC Contour Logistics Inc. Contract Purchasing & Design Inc. Cornerstone Restorations Inc. Corporate Furniture Service LLC Crews Landscape Management Inc. Cummings Development Corp. Cummings Inc., The International Sign Service Demartino Construction Co. DeMoss Painting Co. Depasquale Kelley & Co. Designtex Direct Service Co. DJs Construction Inc. Down to Earth Communications Inc. Dstyle Inc. Eaton Irrigation Elite Heating & Air Conditioning Inc. Eric Ryan Corp. Exel Transportation Services Inc. Extreme Coatings Inc. Eykon Wallcovering Source FDR Construction Inc. Federal Heath Sign Co. LLC First Impressions Decorative Concrete Fisher, Jeffrey H. Flexsteel Industries Inc. Fortessa Inc. Framed Picture Enterprises Friedrich Air Conditioning Co. FS Schardein & Sons Grand Prix Bullfinch Grand Rapids Chair Co. Granite Works 4U Inc. Graphic Systems Inc. Graybar Group 7 Design Inc. Harrington Bomanite Corp. HC Integrated Systems Inc. Hilton Ontario Airport Hospitality Sign Co. Howard D Johnson Co.

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I See Corp. Indon International LLC Instrastructure Repair Service LLC Inter-Logic Design LLC Intersign Corp. Interstate Hotels & Resorts Island Hospitality Management Inc. Jean Enterprises JF Hotel III JMC Global John M Crawley LLC Joyce Enterprises of America Inc. Kaleidoscope Ltd. KE Braza Construction LLC Koala Inns Inc. KPA/GP Valencia LLC KR Commercial Interiors Inc. Kraft Power Corp. Kustom Gifts L&L General Contractors L&P Financial Services Landmark Art & Frame Inc. Life Fitness M Tucker Co. Inc. Magnus Construction Management Inc. Maharam Fabric Corp. Majestic Mirror & Frame Marina Pool Spa & Patio Marriott International Inc. Meritax LLC MR Smith & Co. National Wallcovering Inc. New York New Jersey Regional Joint Board, Local 96, Unite/Here NLP Furniture Industries Inc. Nuevo Sol Partners Inc. NYS Enterprises Inc. Omnipoint Holdings Inc. Ontario Hotel Associates LLC Otis Elevator Co. Pacific Bell Wireless LLC Pacific Energy Service & Facilities Inc. Pacific Lamp & Supply Co. Paradise Purchasing LLC Patel, Anand PhilMac Inc.

Polk Mechanical Co. LLC Pool Man Inc. Pool Man, The Precedence Inc. Precise Interior Services International Inc. Precise Transportation Services Quiltcraft Industries Inc. Radisson Plaza Hotel Raleigh-Durham MSA LP RAM Mobile Data USA LP R-H Group Inc. Rising Signs Rockville Interiors & Fabrics Roof Consultants Inc. Salisbury & Moore Construction Inc. Schiller Hardware Scott Beck Construction Inc. Scott Lamp Co. Inc. Sealy Bedding Shaw Industries Inc. Shoreline Distributors South City Prime South City Prime Montvale LLC South West Texas Environmental Contractors Inc. Southern California Ventures Ltd. ST Electric Inc. Sta-Brite Services Ltd. Stan-Mar Building Maintenance Group LLC Steve Marks Contractors Studio 1200 LLC STX Inc. Surface Materials Inc. T Schiefer Contractors Inc. TBF Financial LLC TeleSpectrum Inc. TGI Office Automation LLC ThyssenKrupp Elevator Co. TMAD Taylor & Gaines TMO CA/NV LLC T-Mobile USA Inc. Total Audio-Visual Systems Inc. Transworld Systems Inc. Triangle Renovations Unilight Ltd.

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United Food & Commercial Workers Union Local 371 Velocita Wireless LP Vitro America LLC Warner Construction Inc. Wells Industries Western State Design Inc. Windy City Construction & Design York Hannover (Greenwich) Inc.

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Schedule 1(d) Debt Holders CSE Mortgage LLC Capmark Bank Capmark Finance Inc. CWCapital Asset Management LLC Five Mile Capital Partners GMAC Commercial Mortgage Bank GMAC Commercial Mortgage Corp. LaSalle Bank N.A. Lehman ALI Inc. LNR Partners Inc. Merrill Lynch Mortgage Lending Inc. Midland Loan Services Inc. National Consumer Cooperative Bank NCB FSB US Bank National Association Wachovia Bank N.A. Wells Fargo Bank N.A.

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Schedule 1(e) Equity Holders Apollo Investment Corp. Craven, Dennis M. Grand Prix Holdings LLC Inland Advisor Inland Western Retail REIT #2, Murphy, Mark A. Trameil Trust, Walker, Timothy

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Schedule 1(f) Letters of Credit AIG Casualty Co. AIG Excess Liability Insurance Co. Ltd. AIU Insurance Co. American Home Assurance Co. American International Pacific Insurance Co. American International South Insurance Co. American International Specialty Lines Insurance Co. Apollo Investment Corp. Birmingham Fire Insurance Co. Commerce & Industry Insurance Co. Granite State Insurance Co. Illinois National Insurance Co. Insurance Company of The State of Pennsylvania, The JPMorgan Chase Bank N.A Landmark Insurance Co. Lexington Insurance Co. National Union Fire Insurance Co. of Louisiana National Union Fire Insurance Co. of Pittsburgh PA New Hampshire Insurance Co. Starr Excess Liability Insurance Co. Zurich American Insurance Co.

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Schedule 1(g) Lienholders Alamo Crane Commercial Floor Tech Inc. Lakefront Supply North Creek Maintenance District Association Oak Roofing Oak Roofing & Tuckpointing Inc. Platte River Insurance Co. Ron Aton Blacktop Inc Ross Court Plumbing Inc. Wing Millwork & Supply

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Schedule 1(h) Litigation Parties Ahern, Linda Alcantara, Celeste Amalgamated National Health Fund, Trustees of the American HVAC Bautiza, Beatriz Brown, Kevin Bryan, Mary Copelands of New Orleans Cortamilgia, Renee Costello, Diana Cristo, Kevin DaSilva, Domingo Denson, Jessica Devlin, Kathleen Dukes, Charlene Espiritu, Allan Garcia, Hilmer Garrettporter, Evelyn Global Restaurant Design Gonzalez-Vite, Jose Griffin, Remell ISS-TMC Services Inc. Keller, Margaret Koletowo, Kudi LaFollette, Delane F. Le Tel Communications Mayberry, Ronald Melgar, Maria Meserve, Rose Mobley, David Monroy, Alejandra Morales, Alejandro Morales, William NLP Nunez, Cecilia Oak Roofing Inc. OBannon, Patricia Onyx Sealcoating Pacumio, Anthony PDI Pearson, Freya Perez, Maria Pineda, Natividad Powers, Bob Precise Richardson, Nita Ritchie, Bernie Rodriguez, Jacqueline Rodriquez, Jose Romero, Jonathan J. Scheser, Michael Smalz, Eileen Summers, Linda Tobin & Sons Tyrczyn, Tom US Wall Dcor Williams, Fred Wittman, Carol

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Schedule 1(i) Professionals Kelley Depasquale & Co. Meritax LLC PricewaterhouseCoopers Skadden Arps

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Schedule 1(j) Significant Vendors Ace Parking Management Inc. Addison, Town of (TX) ADP Inc. Aetna - Middleton Aetna Health Management LLC AFCO Credit Corp. Alameda County Tax Collector (CA) Albany County Director of Finance (NY) Allen, Virginia E., as Town of Islip Tax Collector (NY) American Express American Hotel Register Co. Anaheim Transportation Network Aon Risk Services Northeast Inc. Arapahoe County Treasurer (CO) Archer & Greiner Arlington, City of (TX) Arthur J Gallagher of Texas Inc. AS Hospitality Ashley Lighting Associated Builders At Your Service AT&T Wi-Fi Services Atlanta, City of (GA) Atlantic City, City of (NJ) Ayoub & Mansour LLC B&B Parking Inc. Baldor Specialty Foods Bankdirect Capital Finance LLC Bayscapes Beilinson, Marc Belmont, City of - Finance Division (CA) Ben E Keith Foods Benefactor Funding Corp. Best Western International Inc. Bolton Construction LLC Boston, City of (MA) Brickman Group Ltd. Broome County Commissioner of Finance (NY) Broward County Revenue Collector (FL) Buffington, Lee, as San Mateo County Tax Collector (CA) Burketts Pool Plastering Inc. Caler Donten & Levine PA California Franchise Tax Board California Travel & Tourism Carsons Hospitality Cass Commercial Bank Castleman & Young Construction Inc. Cherry Hill Township (NJ) CIGNA Healthcare Cintas Corp. CitiBank SAMP Cohen Cooper Estep & Allen LLC Collier County Tax Collector (FL) Color Applications Inc. Comptroller of Public Accounts Contract Purchasing & Design Cook County Collector (IL) Cummings Development Dallas County (TX) Dallas County Tax Assessor-Collector (TX) Denver Manager of Revenue, City & County of (CO) Designer Tile & Stone LLC Dick, Robert F., as Dauphin County Treasurer (PA) Director of Finance Disneyland Resort Ticket Services DJs Construction Drain Works Plumbing Service Du Page County Collector (IL) Ecolab Ecolab Pest Elimination El Segundo, City of (CA) Emax-Resource Technology Management Inc. Eric Ryan Corp. Fairfax, County of (VA) FDR Construction Inc. Featherstone Foods Inc. Federal Express Fibercare Fire & Oak Food Services of America

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Fort Lauderdale, City of (FL) Fremont, City of (CA) Fulton County Tax Commissioner Furniture Manufacturers Credit Association Gaithersburg, City of (MD) Galaxy Hotel Systems LLC Gallagher Bassett Services Inc. Garden Grove, City of (CA) Global Restaurant Design Corp. Goldberg & Solovy Foods Inc. Goodman &, Attorney Trust Account of Gordon Food Service - Troy Green Tree Packing Co. Inc. Greenwood Village, City of (CO) Guest Supply Inc. Gwinnett County Tax Commission Hamilton Meats & Provisions Inc. Hatboro-Horsham HD Supply Facilities Maintenance Henrico, County of (VA) Hilton Hotels Corp. Howard County Government (MD) Ibahn Imperial Premium Finance Inc. Indiana Department of Revenue Indon International Innkeepers USA Irving, City of (TX) Island Hospitality Management Jenkins Gales & Martinez JF Capital Advisors LLC JMC Global Johnson & Jordan Inc. Kaiser Foundation Health Kentucky State Treasurer Kentwood, City of (MI) King County Treasurer (WA) Kirkland & Ellis LLP Kleisner, Fred Klotz & McCann KR Commercial Interiors Inc. LA Specialty Landmark Art & Frame Lane Associates Lanier Parking Solutions Lanier Valet Solutions

Lexington Fayette County Government (KY) LG Electronics USA Inc. Life Fitness A Division of Brunswick LINA Life Insurance Co. of North America Livonia, City of (MI) Lodgenet Entertainment Corp. Lombard, Village of (IL) LORLPC Los Angeles County Tax Collector (CA) Los Angeles, County of (CA) Louisville Jefferson County Me (KY) Madison Seafood Inc. Magnus Construction Management Inc. Maguire Properties-500 Orange Tower LLC Maines, Stanton Marion County Treasurer Marriott International Inc Marx Realty & Improvement Co. MDCVB-Assessment Meritax LLC Michigan Department of Treasury Michigan, State of Montgomery County (MD) Montvale Landscaping Inc. Montvale, Borough of (NJ) Morgan, Susan R., as Town of Vestal Receiver (NY) Morris, Township of (NJ) Morristown-TRS (NJ) Mount Laurel Township Municipal (NJ) Mountain View, City of (CA) MR Smith & Co. Multi-Systems Inc. New Jersey, State of - AC Tax NLP Furniture Industries Inc. Office Depot Office of The City Treasurer Okaloosa County Tax Collector (FL) Ontario,City of (CA) Orange, City of (CA) Orange, County of (CA) Otis Elevator Co. Otis Spunkmeyer Inc. Pacific Rim Mechanical PDQ Consulting Inc.

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Perot System Corp. Perrone Wine & Spirits Petty Cash - Hilton Ontario Petty Cash - Orange Grove Petty Cash - Rockville Philmac Inc. PHM Hospitality Presentation Services Price Meese Shulman Price, Betsy, as Tarrant County Tax Assessor (TX) Pricewaterhousecoopers LLP Quiltcraft Quoizel Inc. R&R Marketing (Royal Division) Raeco Seasonal LLC Resource Technology Management Retzkos Landscaping Richard J Conte Attorney Trust Account Rockville, City of (MD) Romala Stone Inc. Ron Aton Blacktop Inc. Rosemont, Village of (IL) Royal Cup Dine-Mor RSA Realty Inc. Ruds Inc. Ruisi, Larry Saddle River, Borough of (NJ) Salisbury & Moore Construction LLC San Antonio, City of (TX) San Bernardino County Tax Collector (CA) San Diego County Treasurer Tax Collector (CA) San Diego Office of The City Treasurer San Jose Treasury, City of (CA) San Mateo, City of (CA) Santa Clara Tax Collector (CA) Santa Clarita, City of (CA) Schaumburg, Village of (IL) Schnitzer West LLC

Scott Beck Construction Inc. Shamrock Foods Co. Shelton Tax Collector (CT) SimplexGrinnell LP Skadden Arps Slate Meagher & Flom LLP Springfield Corp. Studio 1200 LLC Sunnyvale Revenue, City of (CA) Sunset Parking Service Swank Audio Visuals LLC Sysco Food Sysco Food Service Metro NY Sysco Food Services - Chicago Terminix Commercial Texas Comptroller of Public Accounts Texas Sales Tax, State of Tradavo Inc. Travel Click Inc. Triangle Renovations United Health Fund US Foodservice US Wall Decor USA Today Valdes, Ray, as Seminole County Tax Collector (FL) Van Dyke, Caleb Vestal Central School District Tax Collector (NY) Walter, Robert D., as Upper Moreland Township Tax Collector (PA) Warner Construction Inc. Washington Department, State of Waste Management West Central Produce Inc. Westchester, Village of (IL) Western State Design Inc. Windsor Industries Inc. Windsor, Town of Worldwide Payment System SA

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Schedule 1(k) Utilities Addison, Town of (TX) Alameda County Water District (CA) Altamonte Springs, City of (FL) American Electric Power Amerigas Pompano Beach Aqua Pennsylvania Aquarion Water Co. of CT Arlington, City of (TX) Atlanta, City of (GA) Atlantic City Electric Atlantic City Municipal Utilities Authority (NJ) Atlantic City Sewerage Co., The Atmos Energy Bellevue, City of (WA) BGE Boston Water Bothell, City of (WA) Camden County Municipal Utilities Authority (NJ) Central Maine Power Co. Citizens Gas CL&P Columbia Gas of Kentucky Consumers Energy CPS Energy DC Water & Sewer Authoritity Denver Water Dominion Virginia Power DTE Energy East Lansing, City of (MI) El Paso De Robles, City of (CA) El Segundo, City of (CA) Falls Church, City of (VA) Florida Public Utilities Co. Fort Lauderdale, City of (FL) Fort Wayne Utilities, City of (IN) Foster City, City of (CA) FPL Garden Grove, City of (CA) Gas Co., The Gas South Georgia Power Co. Grand Rapids, City of (MI) Great Oaks Water Co. Gwinnett County Public Utilities (GA) Henrico, County of (VA) Horsham Water & Sewer Authority (PA) Howard County (MD) Indianapolis Power & Light Co. Indianapolis Water Irving Utility Billing, City of (TX) JCP&L Kentucky American Water Kentucky Utilities Company (KU) Lansing Board of Water & Light (MI) Latham Water District (NY) LG&E LIPA Livonia, City of (MI) Lombard, Village of (IL) Louisville Water Co. Lynnwood, City of (WA) Madison Heights, City of (MI) MDC - The Metropolitan District (CT) Mid Peninsula Water District (CA) MidAmerican Energy Co. Montvale, Borough of (NJ) Morristown, Town of (NJ) Mount Laurel Township Municipal Utilities Authority (NJ) Mountain View, City of (CA) Naples, City of (FL) National Grid New Jersey American Water New York State Electric & Gas Corp. Nicor Gas Nipsco Nstar Electric Ontario, City of (CA) Orange, City of (CA) Peco Energy Pepco PG&E Portland Water District (ME) PPL Electric Utilities Corp.

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Progress Energy Florida Inc. Propane Gas Service Inc. PSE&G Co. Puget Sound Energy Reliant Energy Richmond, City of (VA) Rockland Electric Co. Rosemont, Village of (IL) Rural Gas Co., The Saddle River, Borough of (NJ) San Antonio Water System (TX) San Diego City Treasurer, City of (CA) San Jose Water Co. Schaumburg, Village of (IL) SDG&E Sempra Energy Snohomish County Public Utility District (WA) South Jersey Gas Co. Southeast Morris County Municipal Utilities Authority (SMCMA) Southern California Edison

Suburban Propane AR Center Suffolk County Water Authority (NY) Sunnyvale, City of (CA) Teco Peoples Gas Troy Water Department, City of (MI) Tukwila, City of (WA) UGI Utilities Inc. United Illuminating Co., The United Water New Jersey United Water Pennsylvania Unitil Upper Moreland Hatboro Joint Sewer Authority (PA) Valencia Water Co. Vestal, Town of (NY) Washington Gas Washington Suburban Sanitary Commission West Palm Beach, City of (FL) Westchester, Village of (IL) Woburn, City of (MA) Xcel Energy

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Schedule 1(l) United States Trustee, Judges, and Court Contacts for the Southern District of New York (and Key Staff Members) Bernstein, Stuart M. Chapman, Shelley C. Davis, Tracy Hope Gasparini, Elisabetta Genna, Vito Gerber, Robert E. Glenn, Martin Golden, Susan Gonzalez, Arthur J. Gropper, Allan L Khodorovsky,Nazar. Lifland, Burton R Martin, Marylou Masumoto, Brian S. Morrissey, Richard C. Nakano, Serene Peck, James M. Riffkin, Linda A. Schwartz, Andrea Schwartzberg, Paul K. Zipes, Greg M.

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Schedule 2 Name of Entity Searched Aetna - Middleton Aetna Health Management LLC AIG Casualty Co. AIG Excess Liability Insurance Co. Ltd. AIU Insurance Co. American Home Assurance Co. American International Pacific Insurance Co. American International South Insurance Co. American International Specialty Lines Insurance Co. Birmingham Fire Insurance Co. Commerce & Industry Insurance Co. Granite State Insurance Co. Illinois National Insurance Co. Insurance Company of The State of Pennsylvania, The Landmark Insurance Co. Lexington Insurance Co. National Union Fire Insurance Co. of Louisiana National Union Fire Insurance Co. of Pittsburgh PA New Hampshire Insurance Co. American Express Name of Entity and/or Affiliate of Entity that Is a K&E Client Aetna Health, Inc. AIG AIG Capital Partners, Inc. AIG Global Investment Corp. AIG Global Real Estate Investment Corp. AIG Retirement Services, Inc. American General Finance, Inc. Ana Vigon HSA Residential Mortgage Services of Texas MorEquity Inc. Status Closed Closed Current Closed Closed Current Current Current Current Current

American Express Company American Express Incentive Services, L.L.C. American Express Travel Related Services Company, Inc. Aon Brokers Services, Inc. Aon Consulting, Inc. Aon Corporation

Current Current Current Current Closed Current

Aon Risk Services Northeast Inc.

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client Aon Group Inc. Aon Re Inc. Aon Risk Services Companies, Inc. Aon Risk Services Inc. of NY US 10048-7376 New York Aon Risk Services Northeast, Inc. Aon Risk Services, Inc. Aon Risk Services, Inc. of Illinois Aon Risk Services, Inc. of New York Aon Risk Services, Inc. of Northern California Insurance Services Aon Risk Services, Inc. of Ohio Aon Risk Services, Inc. of Southern California Insurance Services Aon Risk Services, Inc. U.S. Aon Services Group Inc. Aon Special Risk Services, Inc. Apollo Management International LLP Charter Hall Office Trust Charter Hall Office US Corporation Charter Hall Retail Management Limited Macquarie Bank Limited Macquarie Capital Funds Inc. Macquarie Capital Group Limited Macquarie Capital Markets Canada Ltd. Macquarie Capital USA Inc. Macquarie Communications Infrastructure Group Macquarie Corporate & Asset Finance Macquarie DDR Management Limited, as the responsible entity for Macquarie DDR Trust

Status Current Current Current Current Closed Closed Closed Closed Closed Closed Closed Closed Current Closed Current Current Current Current Former Current Closed Closed Current Current Current Current

Apollo Investment Corp. Aquarion Water Co. of CT

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client Macquarie Funds Group

Status Current

Macquarie Global Opportunities Partners Macquarie Group Limited Macquarie Infrastructure Company Macquarie Infrastructure Investment Management Macquarie Infrastructure Partners II Macquarie Infrastructure Partners II International, L.P. Macquarie Infrastructure Partners Inc. Macquarie Investment Holdings No. 2 Pty Limited Macquarie Media Group AT&T Wi-Fi Services Pacific Bell Wireless LLC BGE Brunswick Corp. Life Fitness Life Fitness A Division of Brunswick California Franchise Tax Board Ameritech Cingular Wireless LLC SBC Communications Inc. Constellation Energy Group Brunswick Corporation

Current Current Current Former Current Current Current Current Former Current Former Current Current Closed

CenterPoint Properties Trust Executive Committee of California Water Districts University of California, Berkeley, Human Rights Center CIGNA Behavioral Health Inc. CIGNA Corporation CIGNA Dental Health Inc. CIGNA General Corporation

Current Closed Closed Current Current Current Current

CIGNA Healthcare LINA Life Insurance Co. of North America

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client CIGNA Government Services CIGNA Health Corporation CIGNA Healthcare of Connecticut, Inc. CIGNA Healthcare of Florida, Inc. CIGNA Healthcare of Georgia CIGNA Healthcare of Indiana, Inc. CIGNA Healthcare of Texas, Inc. CIGNA Healthcare, Inc. Connecticut General Life Insurance Company CIT Business Credit CIT Group, Inc. CIT Group/Busniess Credit, Inc. Citi Alternative Investments Citibank F.S.B. Citicorp Mezzanine III, L.P. Citicorp Mezzanine Partners, L.P. Citigroup Global Markets Inc. Citigroup Global Markets Ltd. Citigroup Global Markets Realty Corp. Citigroup Global Special Situations Group Citigroup International plc DTE Energy Services Inc. EES Coke Battery, LLC Deutsche Post Beteiligungen Holdings GmbH DPWN Holdings (USA), Inc. Peter Willmott Brian Cameron Starwood Hotels & Resorts Worldwide, Inc.

Status Current Current Current Current Current Current Current Current Current Closed Closed Closed Current Closed Current Closed Current Current Current Closed Closed Current Current Current Current Current Current Current

CIT Group/Commercial Services Inc.

CitiBank SAMP

DTE Energy Exel Transportation Services Inc.

Federal Express Galaxy Hotel Systems LLC

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client Starwood Hotels & Resorts Worldwide, Inc.

Status Closed Closed

Gas Co., The

Sempra Energy

SDG&E Sempra Energy GMAC Commercial Mortgage Bank Ally Financial GMAC Commercial Mortgage General Motors Acceptance Corp. Corporation of Canada, Limited GMAC Canada Ltd. GMAC Commercial Mortgage Corporation GMAC Mexicana S.A. de C.V. GMAC RFSC GMAC Service Agreement Corporation Nuvell Credit Company LLC Nuvell Financial Services Corp. Residential Funding Corp. Semperian LLC various officers & directors of GMAC AES Beaver Valley, L.L.C. AES Cayuga, L.L.C. AES Greenidge, L.L.C. AES Ironwood, L.L.C. AES Red Oak, L.L.C. AES Redondo Beach, LLC AES Somerset, L.L.C. AES Warrior Run, Inc. AES Westover, L.L.C. The AES Corporation Veolia Environnement Banc One Capital Markets, Inc. Bear Growth Capital Partners, LP Bear Stearns Merchant Banking

Current Current Closed Closed Current Closed Current Current Current Closed Closed Current Former Closed Closed Former Closed Current Closed Closed Closed Current Closed Current Current Current

Indianapolis Power & Light Co.

Indianapolis Water JPMorgan Chase Bank NA Transworld Systems Inc.

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client Bear, Stearns & Co. Inc.-Strategic Finance Group Bear, Stearns & Company, Inc. Chase Bank USA, NA J.P. Morgan, LLC JP Morgan Asset Management JP Morgan Partners, LLC JP Morgan Securities, Inc. JPMorgan Chase & Company JPMorgan Chase Bank, N.A. Theodore Young William Wulkan BA Equity Investors Banc of America Capital Investors LP Banc of America Securities LLC BancAmerica Capital Investors II, L.P. Bank of America Bank of America Capital Investors Bank of America Corporation Bank of America Merrill Lynch Bank of America NT & SA Bank of America, N.A. Fleet Boston Financial Corporation Fleet Equity Capital Fleet National Bank Justin Dash Merrill Lynch Merrill Lynch - Global Principal Investments Merrill Lynch Bank USA Merrill Lynch Japan Securities Co., Ltd. LBREM I LBREM II

Status Closed Current Closed Current Current Current Current Current Current Former Current Former Former Current Current Current Current Current Current Current Current Former Former Former Closed Current Closed Closed Closed Current Current

LaSalle Bank NA Merrill Lynch Mortgage Lending Inc.

Lehman ALI Inc.

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client LBREP I LBREP II LBREP III LBREP Lakeside SC Master I, LLC Lehman Brothers Lehman Brothers Asset Management, Inc. Lehman Brothers Merchant Banking Partners III L.P. Lehman Brothers Merchant Banking Partners Inc. Lehman Brothers Merchant Banking Partners IV Europe L.P. Lehman Brothers Merchant Banking Partners IV, L.P. Lehman Brothers Private Equity Advisers LLC Lehman Brothers Real Estate Partners II, LP Lehman Brothers Real Estate Private Equity Lehman Brothers, Inc. Lehman Capital Lehman Re Ltd. Michael J. Moore Neuberger Berman Fixed Income LLC SC Master Holdings II, LLC Kapalua Bay LLC National Grid USA Service Company, Inc. T-Mobile USA, Inc.

Status Current Current Current Current Closed Current Current Closed Current Current Current Current Current Former Closed Current Closed Current Current Current Current Current

Marriott International Inc. National Grid Omnipoint Holdings Inc. T-Mobile USA Inc. TMO CA/NV LLC Orange, County of (CA)

County of Orange, California Orange County (CA) Board of Supervisors

Current Current

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Name of Entity Searched Otis Elevator Co. Otis Spunkmeyer Inc.

Name of Entity and/or Affiliate of Entity that Is a K&E Client UTC Fire & Security Corporation ARYZTA AG John S. Schiavo Otis Spunkmeyer, Inc. Exelon Business Services Inc. Exelon Corporation Exelon Generation Company LLC David Johnson Perot Systems Corporation Perot Systems Revenue Cycle Solutions, Inc. PPL Colstrip I, LLC PPL Colstrip II, LLC PPL Corporation PPL Montana, LLC PricewaterhouseCoopers PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Ontario Talluri Srivinas Sealy Corporation Tyco International Management Company Code, Hennessy & Simmons, Inc. Code Hennessy & Simmons LLC David Hawkins Michael L. Keesey Richard Alan Lobo Steven R. Brown American Home Shield American Home Shield of California, Inc. Merry Maids, LP ServiceMaster Brands, LLC

Status Current Current Former Current Closed Closed Closed Current Current Current Closed Closed Closed Closed Current Current Current Current Closed Current Current Current Current Closed Current Former Current Closed Closed Closed

Peco Energy

Perot System Corp.

PPL Electric Utilities Corp.

PricewaterhouseCoopers

Sealy Bedding SimplexGrinnellLP Swank Audio Visuals LLC

Terminix Commercial

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Name of Entity Searched

Name of Entity and/or Affiliate of Entity that Is a K&E Client ServiceMaster Consumer Services, L.P. The ServiceMaster Company The Terminix International Company, L.P. TruGreen Companies, The TruGreen Landcare, LLC TruGreen Limited Partnership U.S. Bank National Association A.G. Edwards & Sons, Inc. Norwest Equity Partners Norwest Venture Partners Wachovia Capital Partners 2006 LLC Washington Gas Energy Services, Inc. WGL Holdings, Inc.

Status Closed Current Former Closed Closed Closed Current Closed Closed Current Former Current Former

US Bank National Association Wachovia Bank NA Wells Fargo Bank NA

Washington Gas

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