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K&E 16966860

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: (212) 446-2200

Proposed Counsel to the Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-__________(___)
)
)
Debtors. ) Joint Administration Requested
)
DEBTORS APPLICATION FOR THE ENTRY
OF AN ORDER AUTHORIZING AND APPROVING THE
RETENTION AND EMPLOYMENT OF AP SERVICES, LLC AND
DESIGNATING NATHAN J. COOK AS INTERIM CHIEF FINANCIAL
OFFICER TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
1


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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
(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 (the Application) for the entry
of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to
retain and employ AP Services, LLC (APS) as crisis managers to the Debtors to provide
interim management and restructuring services nunc pro tunc to the Petition Date (as defined
herein), (b) designating Nathan Cook as interim Chief Financial Officer (CFO) to the Debtors
nunc pro tunc to the Petition Date, and (c) granting such other relief as is just and proper. In
support of this Application, the Debtors submit the Declaration of Nathan J. Cook, Managing
Director of AlixPartners, LLP (AlixPartners) and an authorized representative of APS

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.


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(the Cook Declaration), which is attached as Exhibit B and incorporated by reference herein.
In further support of this Application, the Debtors respectfully state as follows:
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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. Venue is proper pursuant to 28 U.S.C. 1408 and 1409.
3. The statutory basis for the relief requested herein is section 363(b) of title 11 of
the United States Code (the Bankruptcy Code).
Relief Requested
4. By this Application, the Debtors seek the entry of an order (a) authorizing the
retention and employment of APS nunc pro tunc to the Petition Date in accordance with the
terms and conditions set forth in the conditions contained in that certain letter dated as of June 5,
2010, between APS and the Debtors (such letter, together with all related documents, are
collectively referred to as the Engagement Letter), which is attached as Exhibit C and
incorporated by reference herein, (b) designate Nathan J. Cook (Cook) as interim CFO for the
Debtors in these Chapter 11 Cases upon the terms and conditions contained in the Engagement
Letter, and (c) granting such other relief as is just and proper.

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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.


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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 businesses 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
appointed or designated. Concurrently with the filing of this Motion, the Debtors have requested
procedural consolidation and joint administration of the Chapter 11 Cases.
APSs Retention
6. The Debtors are familiar with the professional standing and reputation of APS.
The Debtors understand that APS has a wealth of experience in providing restructuring advisory
services and enjoys an excellent reputation for services it has rendered in large and complex
chapter 11 cases on behalf of debtors and creditors throughout the United States.
I. APSs Qualifications
7. APSs professionals have assisted and advised, and provided strategic advice to,
debtors, creditors, bondholders, investors, and other entities in numerous chapter 11 cases of
similar size and complexity to the Debtors Chapter 11 Cases. APS and its subsidiary affiliates,
including AlixPartners and its predecessor entities, have provided restructuring or crisis
management services in numerous large cases, including most recently: In re Lyondell Chem.
Co., Case No. 09-10023 (Bankr. S.D.N.Y. 2009); In re Motors Liquidation Co., Case No.
09-50026 (Bankr. S.D.N.Y. 2009); In re Charter Commcns, Case No. 09-11435 (Bankr.
S.D.N.Y. 2009); In re General Growth Props., Case No. 09-11977 (Bankr. S.D.N.Y. 2009); In re
ACG Holdings, Inc., Case No. 08-11467 (Bankr. D. Del. 2008); In re Bally Total Fitness of
Greater New York, Case No. 08-14818 (Bankr. S.D.N.Y. 2008) and Case No. 07-12395 (Bankr.


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S.D.N.Y. 2007); In re SemGroup, L.P., Case No. 08-11525 (Bankr. D. Del. 2008); In re
Tropicana Casinos & Resorts, Case No. 08-10856 (Bankr. D. Del. 2008); In re VeraSun Energy
Corp., Case No. 08-12606 (Bankr. D. Del. 2008); In re Levitt and Sons, LLC, Case No. 07-19845
(Bankr. S.D. Fla. 2007); In re New Century TRS Holdings, Inc., Case No. 07-10416 (Bankr. D.
Del. 2007); In re Remy Worldwide Holdings, Inc., Case No. 07-11481 (Bankr. D. Del. 2007); In
re Dana Corp., Case No. 06-10354 (Bankr. S.D.N.Y. 2006); In re Dura Auto. Sys., Inc.,
Case No. 06-11202 (Bankr. D. Del. 2006); In re Sea Containers Ltd., Case No. 06-11156 (Bankr.
D. Del. 2006); and In re Calpine Corp., Case No. 05-60200 (Bankr. S.D.N.Y. 2005).
8. Cook, who will act as interim CFO for the Debtors, has worked as a restructuring
and financial consultant for over 15 years serving various industries including, among others,
Real Estate, Manufacturing, Energy and Utilities, Construction, Consumer Packaged Goods, and
Retail. Cook has substantial knowledge and experience advising large companies and assisting
troubled companies with stabilizing their financial condition, analyzing their options, and
developing appropriate business plans to accomplish restructuring initiatives. His roles have
included those as a financial advisor to distressed debtors and their creditors, as well as serving
in interim management roles as a CFO, Treasurer, and Accounting Director.
9. The Debtors have selected APS as their restructuring advisor because of APSs
experience and reputation for providing crisis management services in large, complex chapter 11
cases such as those listed above. Furthermore, as a result of the prepetition work performed on
behalf of the Debtors, APS acquired significant knowledge of the Debtors and their businesses
and is now familiar with the Debtors financial affairs, debt structure, operations, and related
matters. Likewise, in providing prepetition services to the Debtors, APSs professionals have
worked closely with the Debtors management and their other advisors. Accordingly, APS has


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developed relevant experience and expertise regarding the Debtors that will assist it in providing
effective and efficient services in these Chapter 11 Cases.
II. Services To Be Provided
10. As provided in the Engagement Letter, APS has agreed that Cook will serve as
the Debtors interim CFO. Working collaboratively with the Debtors senior management team
and board of directors, as well as the Debtors other professionals, Cook will assist the Debtors
in evaluating and implementing strategic and tactical options through the restructuring process.
11. In addition, APS has agreed to provide certain temporary staff to assist Cook and
the Debtors in their restructuring efforts (collectively, the Temporary Staff). The initial list
of Temporary Staff, their rates, and other related/relevant information is set forth in the
Engagement Letter and in the section below entitled Professional Compensation.
12. The Debtors anticipate that during these Chapter 11 Cases, Cook and the
Temporary Staff will perform a broad range of services, including, without limitation, the
following:
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Lead the Debtors financial and treasury functions.
Develop and implement cash management strategies, tactics, and processes.
Prepare and monitor financial reports for internal and external use, in consultation with
the Debtors Chief Executive Officer, Chief Restructuring Officer, General Counsel, and
other senior management.
Assist the Debtors in preparing for a Chapter 11 bankruptcy filing.

3
The description of the services to be rendered pursuant to the Engagement Letter herein is a summary. To the
extent that this Application and the terms of the Engagement Letter are inconsistent, the terms of the
Engagement Letter shall control.


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Assist in communication and/or negotiation with outside constituents including the
banks and their advisors, as appropriate.
Have primary responsibility for the preparation (and, to the extent required,
certification/attestation) of regular reports and information required by the Court and
to be provided to stakeholders, which are customarily issued by the Debtors CFO, as
well as providing assistance in such areas as testimony before the Bankruptcy Court
on matters that are within APSs expertise.
Serve as officers of subsidiaries as deemed necessary or advisable by the Debtors.
Assist with such other matters as may be required that fall within APSs expertise and
that are mutually agreeable.

13. The Debtors and APS intend that all of the services that APS will provide to the
Debtors will be (a) appropriately directed by the Debtors so as to avoid duplicative efforts among
the other professionals retained in the case and (b) performed in accordance with applicable
standards of the profession.
14. The Engagement Letter contains standard indemnification language with respect
to APSs services including, without limitation, an agreement by the Debtors to indemnify APS,
its affiliates, and its partners, directors, officers, owners, employees, and agents from and against
all claims, liabilities, losses, expenses, and actual damages arising out of or in connection with
the engagement of APS that is the subject of the Engagement Letter. Accordingly, as part of this
Application, the Debtors request that this Court approve the indemnification provisions as set
forth in the Engagement Letter.
15. If APS finds it desirable to augment its Temporary Staff with independent
contractors (each, an Independent Contractor) in these Chapter 11 Cases, (a) APS will file,
and require each Independent Contractor to file, declarations indicating that such Independent
Contractor has reviewed the list of the interested parties in this case, disclosing the Independent


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Contractors relationships, if any, with the interested parties, and indicating that the Independent
Contractor is disinterested, (b) each Independent Contractor will remain disinterested during the
time that APS is involved in providing services on behalf of the Debtors, and (c) such
Independent Contractor will represent that he/she will not work for the Debtors or other parties
in interest in these Chapter 11 Cases during the time APS is involved in providing services to the
Debtors. APSs standard practice is to charge for an Independent Contractors services at the
APS rate for a professional of comparable skill and experience, which rate typically exceeds the
compensation provided by APS to such Independent Contractor.
III. Professional Compensation
16. The rates, subject to periodic adjustments, as set forth in the Engagement Letter,
charged by professionals anticipated to be assigned to this case are as follows:
Individuals with Executive Officer Positions

Name Description
Monthly
Rate
Commitment
Full or Part Time
Nathan J. Cook Interim Chief Financial Officer $100,000 Full Time

Temporary Staff

Name Description
Hourly
Rate
Commitment
Full or Part Time
Todd Brents Bankruptcy Preparation Services $760 Available as Needed
Raymond Adams
Bankruptcy Preparation and
Management Services
$580 Full Time

Cook will charge $100,000 per month for his services. All other professionals will charge hourly
rates as set forth above and in the Engagement Letter. APS will file monthly staffing reports to
identify any additional Temporary Staff.


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17. The Debtors shall reimburse APS, upon receipt of periodic billings, for all
reasonable and necessary expenses incurred in connection with these Chapter 11 Cases,
including transportation costs, lodging, food, telephone, copying, and messenger services.
18. APS will submit monthly invoices to the Debtors, and the Debtors request
authority to pay, in the ordinary course of business, all reasonable amounts invoiced by APS for
fees and expenses.
19. APS typically works for compensation that includes base fee and contingent
incentive compensation earned upon achieving meaningful results. In the instant case, the
Debtors and AlixPartners have agreed not to include a success fee as compensation.
20. The fee structure is consistent with and typical of compensation arrangements
entered into by APS and other comparable firms in connection with the rendering of similar
services under similar circumstances. The Debtors believe that the fee structure is in fact
reasonable, market-based, and designed to fairly compensate APS for its work and to cover fixed
and routine overhead expenses.
21. APSs strategic and financial expertise as well as its capital markets knowledge,
financing skills, restructuring capabilities, and mergers and acquisitions expertise, some or all of
which may be required by the Debtors during the term of APSs engagement, were all important
factors in determining the fee structure. The Debtors believe that the ultimate benefit of APSs
services hereunder cannot be measured by reference to the number of hours to be expended by
APSs professionals in the performance of such services. Indeed, the Debtors and APS have
agreed upon the Fee Structure in anticipation that a substantial commitment of professional time
and effort will be required of APS and its professionals in connection with these Chapter 11
Cases and in light of the fact that (a) such commitment may foreclose other opportunities for


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APS, and (b) the actual time and commitment required of APS and its professionals to perform
its services under the Engagement Letter may vary substantially from week to week and month
to month, creating peak load issues for APS.
22. Because APS is not being employed as a professional under section 327 of the
Bankruptcy Code, it will not submit quarterly fee applications pursuant to Bankruptcy Code
sections 330 and 331. APS will, however, file with the Court, and provide notice to the United
States Trustee (U.S. Trustee) and all official committees, reports of compensation earned and
expenses incurred on at least a quarterly basis. Such reports shall summarize the services
provided, identify the compensation earned by each executive officer and staff employee
provided, and itemize the expenses incurred. Such compensation and expenses wills be subject
to Court review in the event an objection is filed.
23. APS received an initial retainer of $250,000 (the Retainer) on June 10, 2010
from the Debtors. Pursuant to the Engagement Letter, invoiced amounts have been recouped
against the Retainer, and payments on the invoices have been used to replenish the Retainer.
During the 90 days prior to the commencement of these Chapter 11 Cases, Debtors paid APS a
total of $478,733 incurred in providing services to the Debtors in contemplation of, and in
connection with, prepetition restructuring activities.
24. Due to the ordinary course and unavoidable reconciliation of fees and submission
of expenses immediately prior to, and subsequent to, the Petition Date, APS has incurred but not
billed fees and reimbursable expenses, which relate to the prepetition period. APS hereby seeks
this Courts approval to apply the Retainer to these amounts and any further prepetition fees and
expenses APS becomes aware of during its ordinary course billing review and reconciliation.


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Upon the proposed applications of the Retainer, the Debtors would not owe APS any sums for
prepetition services.
IV. No Duplication of Services
25. The Debtors intend that the services of APS will complement, and not duplicate,
the services being rendered by other professionals retained in the Chapter 11 Cases. APS
understands that the Debtors have retained and may retain additional professionals during the
term of the engagement and will work cooperatively with such professionals to integrate any
respective work conducted by the professionals on behalf of the Debtors.
V. APSs Disinterestedness
26. The Debtors do not believe that APS is a professional whose retention is subject
to approval under section 327 of the Bankruptcy Code. Nonetheless, to the best of the Debtors
knowledge, and as disclosed in the Cook Declaration, and exhibits thereto, APS (a) is a
disinterested person within the meaning of section 101(14) of the Bankruptcy Code, (b) does
not hold or represent an interest adverse to the Debtors estates, and (c) has no connection to the
Debtors, their creditors, or their related parties.
27. APS will periodically review its files during the pendency of these Chapter 11
Cases to ensure that no conflicts or other disqualifying circumstances exist or arise. To the
extent that APS discovers any new relevant facts or relationships bearing on the matters
described herein during the period of APSs retention, APS will use reasonable efforts to file
promptly a supplemental declaration.
Basis for Relief
28. The retention of interim corporate officers and other temporary employees is proper
under section 363 of the Bankruptcy Code. Section 363(b) provides, in relevant part, that the
trustee or debtor in possession, after notice and a hearing, may use, sell, or lease, other than in


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the ordinary course of business, property of the estate. 11 U.S.C. 363(b)(1). Section 363
provides that transactions not in the ordinary course of business must be approved by court order
after notice and a hearing. Under applicable case law, in this and other jurisdictions, if a debtors
proposed use of its assets pursuant to section 363(b) of the Bankruptcy Code represents a
reasonable business judgment on the part of the debtor, such use should be approved. See, e.g.,
Myers v. Martin (In re Martin), 91 F.3d 389, 395 (3d Cir. 1996) (citing Fulton State Bank v.
Schipper (In re Schipper), 933 F.2d 513, 515 (7th Cir. 1991)); Comm. of Equity Sec. Holders v.
Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983); In re Delaware &
Hudson Ry. Co., 124 B.R. 169, 175-76 (D. Del. 1991) (courts have applied the sound business
purpose test to evaluate motions brought pursuant to section 363(b)); Comm. of
Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612,
616 (Bankr. S.D.N.Y. 1986) (Where the debtor articulates a reasonable basis for its business
decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not
entertain objections to the debtors conduct).
29. The retention of APS and its professionals is a sound exercise of the Debtors
business judgment. Cook has extensive experience as a senior officer and as an advisor for many
troubled companies. The Debtors believe that the CFO, in conjunction with the other APS
professionals, will provide services that benefit the Debtors estates and creditors. In light of the
foregoing, the Debtors believe that retention of APS and its professionals is appropriate and in
the best interests of the Debtors and their estates and creditors.
Motion Practice
30. 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


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Application. Accordingly, the Debtors submit that this Application satisfies Local Bankruptcy
Rule 9013-1(a).
Waiver of Bankruptcy Rule 6004(a) and 6004(h)
31. To implement the foregoing successfully, the Debtors seek a waiver of the notice
requirements under Rule 6004(a) of the Federal Rules of Bankruptcy Procedure
(the Bankruptcy Rules) and the 14-day stay of an order authorizing the use, sale, or lease of a
property under Bankruptcy Rule 6004(h).
Notice
32. 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.
No Prior Request
33. No prior request for the relief sought in this Application has been made to this or
any other court.
WHEREFORE, 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
J
u
l
y

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EXHIBIT A
Proposed Order


K&E 16966860
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-__________(___)
)
)
Debtors. ) Joint Administration Requested
)
ORDER AUTHORIZING THE DEBTORS TO RETAIN AND EMPLOY
AP SERVICES, LLC AND DESIGNATING NATHAN J. COOK AS INTERIM
CHIEF FINANCIAL OFFICER NUNC PRO TUNC TO THE PETITION DATE
1


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


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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)
(a) authorizing the Debtors to retain and employ AP Services, LLC (APS) as crisis managers
to the Debtors to provide interim management and restructuring services and (b) designating
Nathan Cook as interim Chief Financial Officer (CFO) to the Debtors nunc pro tunc to the
Petition Date, all as more fully set forth in the Application and the Engagement Letter; and upon
the First Day Declaration and the Cook 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. The Application is granted to the extent provided herein.

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


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K&E 16966860
2. The Debtors are authorized, nunc pro tunc to the Petition Date, to (a) retain and
employ APS on the terms set forth in the Engagement Letter as modified by this Order and
(b) designate Cook as Interim Chief Financial Officer for the Debtors.
3. In a manner consistent with the Application, the Engagement Letter, and the Cook
Declaration:
a) Cook may serve as Debtors Interim Chief Financial Officer, as provided in
the Engagement Letter;
b) APS may render crisis management services to the Debtors; and
c) APS may provide Temporary Employees to the Debtors to assist the
Debtors in their restructuring efforts.
d) Working collaboratively with the Debtors senior management team, Boards
of Trustee, Directors, Managers and the Debtors other advisors, Cook and
APS may assist the Debtors in evaluating and implementing strategic and
tactical alternatives through the restructuring process

4. APS and its personnel shall be required to: (a) maintain contemporaneous time
records in tenth of an hour increments; and (b) conform to any schedule of hourly rates contained
in the Engagement Letter.
5. APS is not required to submit fee applications pursuant to sections 330 and 331 of
the Bankruptcy Code, but will instead submit monthly invoices to the Debtors, and the Debtors
are hereby authorized to pay, in the ordinary course of its business, all reasonable amounts
invoiced by APS for fees and expenses.
6. APS shall submit to the Court, with copies to the U.S. Trustee and all official
committees contemporaneously with such filing, quarterly reports of compensation earned, and
parties-in-interest in these Chapter 11 Cases shall have the right to object to fees paid and
expenses reimbursed to APS within 20 days after APS files such reports.


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7. APS shall file with the Court (and serve copies to the U.S. Trustee and all official
committees contemporaneously with such filing) a report on staffing on the engagement for the
previous month. Such report shall include the names and functions filled of the individuals
assigned. All staffing shall be subject to review by the Court in the event that an objection is
filed.
8. Notwithstanding anything in the Application, the Cook Declaration, or the
Engagement Letter, the Debtors shall only indemnify those APS employees serving as executive
officers of the Debtors on the same terms as provided to the Debtors other officers and directors
under the Debtors by-laws and applicable state law, along with insurance coverage under the
Debtors directors and officers insurance policies, and the indemnification provisions of the
Engagement Letter shall not apply to APS.
9. To the extent that there may be any inconsistency between the terms of the
Application, the Engagement Letter, or this Order, the terms of this Order shall govern.
10. Notice of the Application as provided therein shall be deemed good and sufficient
notice.
11. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
12. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
13. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.


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K&E 16966860
14. The 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




K&E 16966860
EXHIBIT B
Declaration of Nathan Cook


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K&E 16966860
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-__________(___)
)
)
Debtors. ) Joint Administration Requested
)
DECLARATION OF NATHAN J. COOK IN
SUPPORT OF THE DEBTORS APPLICATION FOR THE
ENTRY OF AN ORDER AUTHORIZING AND APPROVING
THE RETENTION AND EMPLOYMENT OF AP SERVICES, LLC
AND DESIGNATE NATHAN J. COOK AS INTERIM CHIEF FINANCIAL
OFFICER TO THE DEBTORS NUNC PRO TUNC TO THE PETITION DATE
1


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


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Nathan Cook makes this Declaration pursuant to 28 U.S.C. 1746, and states:
1. I am a Managing Director of AlixPartners, LLP (AlixPartners) and I am
associated with AP Services, LLC (APS), which maintains offices at 2000 Town Center, Suite
2400, Southfield, Michigan 48075. APS specializes in, among other things, supplying senior
executives on an interim basis to financially troubled companies. APS and its subsidiary
affiliates (herein, collectively, APS) are internationally recognized restructuring and
turnaround advisory and consulting firms. I submit this declaration in support of the application
(the Application), dated July 17, 2010, of Innkeepers USA Trust and certain of its subsidiaries
and affiliates, as debtors and debtors in possession (the Debtors), pursuant to 11 U.S.C. 363
to employ APS as crisis managers to the Debtors, nunc pro tunc to the Petition Date.
2

2. Except as otherwise noted, I have personal knowledge of the matters set forth
herein and, if called as a witness, I would testify competently thereto.
3

3. In connection with this proposed retention, APS searched its client database to
determine whether they had any relationships with the entities listed on Schedule 1 hereto
(collectively, the Potential Parties in Interest). In addition, APS sent a firm-wide e-mail to
all of its professionals requesting information on potential relationships.

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
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
3
Certain of the disclosures herein relate to matters within the knowledge of other professionals at
AlixPartners and are based on information provided by them.


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4. Based on that review, APS represents that to the best of its knowledge, APS
knows of no fact or situation that would represent a conflict of interest for APS with regard to the
Debtors. APS, however, wishes to disclose the connections to the Potential Parties in Interest as
set forth below.
H&F Astro LLC and Hellman & Friedman Capital Associates V, LLC (H&F
Capital), two private equity investment vehicles managed by Hellman &
Friedman LLC (H&F LLC, and collectively with H&F Astro LLC and H&F
Capital, H&F) own a controlling stake in AlixPartners, LLP. No material
nonpublic information about the Debtors has been furnished by AlixPartners to
H&F. AlixPartners conflict checking system has searched the names of each
managing director of H&F LLC and each portfolio company of H&F LLC
(the H&F Conflict Parties) against the list of Potential Parties in Interest, and
AlixPartners has determined to the best of its knowledge that there are no
resulting disclosures other than as noted herein. The term portfolio company
means any business in which H&F has a direct controlling or minority interest.
The term portfolio company does not include indirect investments such as
businesses owned or investments made by an H&F portfolio company. H&F
invests primarily in equity-related investments. However, H&F, its members,
affiliated fund entities or affiliates (collectively, the H&F Entities) may have
had, currently have or may in the future have business relationships or
connections with the Debtor or other Potential Parties in Interest in matters related
to or unrelated to the Debtor or their affiliates or these chapter 11 cases.
AlixPartners operates independently of the H&F Entities, and does not share
common employees or officers, except that certain H&F LLC managing directors
or employees are on the Board of Directors of AlixPartners. AlixPartners
financial performance is not impacted by the success or failure of the H&F
Entities. Accordingly, AlixPartners has not undertaken to determine the
existence, nature and/or full scope of any business relationships or connections
that the H&F Entities may have with the Potential Parties in Interest, the Debtor
and their affiliates or these chapter 11 cases, other than with respect to the H&F
Conflict Parties. AlixPartners believes it continues to be disinterested and does
not hold or represent an interest adverse to the estate with respect to the
engagement, regardless of any direct or indirect relationship to or connection any
of the H&F Entities may have with the Debtors.
ADP Inc., (ADP), a vendor to the Debtors, is a bondholder and vendor to
current and former AlixPartners clients in matters unrelated to the Debtors. ADP
is a vendor to AlixPartners in matters unrelated to the Debtors.
Aetna Health Management LLC and Aetna - Middleton (collectively, Aetna),
vendors to the Debtors, and affiliates, are lenders, executory contract
counterparties and bondholders to current and former AlixPartners clients in


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K&E 16966860
matters unrelated to the Debtors. Aetna is the previous employer of a current
AlixPartners employee.
AIG Casualty Co., and AIG Excess Liability Insurance Co. Ltd. (collectively,
AIG), letter of credit providers to the Debtors, are affiliated with entities that
are limited partners, litigation counterparties, adverse parties, lenders and
bondholders to current and former AlixPartners clients in matters unrelated to the
Debtors. AIG is a current and former AlixPartners client in matters unrelated to
the Debtors. AIG has provided various types of insurance to AlixPartners in
matters unrelated to the Debtors.
American Express, a vendor to the Debtors, is a vendor to AlixPartners as well as
a lender, bondholder, creditor and vendor to current and former AlixPartners
clients in matters unrelated to the Debtors. American Express is a member of a
creditors committee that was a former AlixPartners client in matters unrelated to
the Debtors. American Express is a former AlixPartners client in matters
unrelated to the Debtors.
American Home Assurance Co., a letter of credit provider to the Debtors, is a
limited partner to a current AlixPartners client in matters unrelated to the Debtors.
In addition, American Home Assurance is a shareholder, insurance provider,
co-plaintiff, executory contract counterparty, creditor and adverse party to current
and former AlixPartners clients in matters unrelated to the Debtors.
AON Risk Services Northeast (AON), a vendor to the Debtors, is affiliated with
an entity that is a vendor to AlixPartners in matters unrelated to the Debtors.
AON is a current and former AlixPartners client in matters unrelated to the
Debtors.
Apollo Investment Corp., (Apollo), a letter of credit and equityholder to the
Debtors, and a Debtor affiliate, is a lender and bondholder to current AlixPartners
clients in matters unrelated to the Debtors. Apollo is the parent of a current
AlixPartners client in matters unrelated to the Debtors.
AT&T Wi-Fi Services (AT&T), a vendor to the Debtors, is affiliated with
entities that are creditors, executory contract counterparties, vendors, lenders and
shareholders to current and former AlixPartners clients in matters unrelated to the
Debtors. An affiliate of AT&T is a former AlixPartners client in matters
unrelated to the Debtors. AT&T is a vendor to AlixPartners in matters unrelated
to the Debtors.
BellSouth Wireless Data LP, a contract counterparty to the Debtors, is affiliated
with BellSouth, a former AlixPartners client in matters unrelated to the Debtors.
Brunswick Corporation, a contract counterparty to the Debtors, is a professional
in interest and customer to current and former AlixPartners clients in matters


5
K&E 16966860
unrelated to the Debtors. Brunswick Corporation is a former AlixPartners client
in matters unrelated to the Debtors.
Cigna Healthcare (Cigna), a vendor to the Debtors, and affiliated entities are
adverse parties and bondholders to current and former AlixPartners clients in
matters unrelated to the Debtors. Cigna is a former AlixPartners client and a
vendor to AlixPartners, all in matters unrelated to the Debtors.
Cintas Corp., a vendor to the Debtors, is the previous employer of a current
AlixPartners employee.
CIT Group / Commercial Services Inc., a contract counterparty to the Debtors,
and affiliated entities are lenders, creditors, executory contract counterparties and
lessors to current and former AlixPartners clients in matters unrelated to the
Debtors. The CIT Group is the previous employer of a current AlixPartners
employee.
Citibank SAMP, (Citi), a vendor to the Debtors, and affiliated entities are
creditors, lenders, bondholders, shareholders, adverse parties, professionals in
interest and lessors to current and former AlixPartners clients in matters unrelated
to the Debtors. In addition, an affiliate, Citigroup, is a related party to a current
AlixPartners client in matters unrelated to the Debtors. Citi is a current and
former AlixPartners clients in matters unrelated to the Debtors.
City of Mountain View, CA, a utility and vendor to the Debtors, is a former
AlixPartners client in matter unrelated to the Debtors.
Disneyland Resort Ticket Services (Disney), a vendor to the Debtors, and
affiliated entities are customers, vendors, adverse parties, co-plaintiffs and
creditors to current and former AlixPartners clients in matters unrelated to the
Debtors. Disney affiliated entities are current and former AlixPartners clients in
matters unrelated to the Debtors.
DTE Energy, (DTE), a utility provider to the Debtors, is the previous employer
of a current AlixPartners employee. DTE is an executory contract counterparty to
a former AlixPartners client in matters unrelated to the Debtors.
Exel Transportation Services, a contract counterparty to the Debtors, is a former
AlixPartners client in matters unrelated to the Debtors.
Federal Express (FedEx), a vendor to the Debtors, is an adverse party, vendor
and creditor to current and former AlixPartners clients in matters unrelated to the
Debtors. FedEx is a vendor to AlixPartners. FedEx is a current AlixPartners
client in matters unrelated to the Debtors. An affiliate of FedEx is a former
AlixPartners client in matters unrelated to the Debtors.
FPL, a utility provider to the Debtors, is affiliated with FPL Energy Pecos, a


6
K&E 16966860
co-defendant to a former AlixPartners client in matters unrelated to the Debtors.
An affiliate, FPL Energy LLC, is an adverse party to a current AlixPartners client
in matters unrelated to the Debtors. An affiliate, FPL Group, is a director
affiliated company to a current AlixPartners client in matters unrelated to the
Debtors.
GMAC Commercial Mortgage Bank and GMAC Commercial Mortgage Corp.,
(collectively, GMAC), lenders to the Debtors, are former AlixPartners clients
in matters unrelated to the Debtors. GMAC is an adverse party, creditor and
lender to current and former AlixPartners clients in matters unrelated to the
Debtors. GMAC is the previous employer of a current AlixPartners employee.
Illinois National Insurance Co., (INI), a letter of credit provider to the Debtors,
is affiliated with entities that are limited partners, litigation counterparties,
adverse parties, lenders and bondholders to current and former AlixPartners
clients in matters unrelated to the Debtors. INI is affiliated with entities that are
current and former AlixPartners clients in matters unrelated to the Debtors. INI
affiliated entities have provided various types of insurance to AlixPartners in
matters unrelated to the Debtors.
J.P. Morgan Chase Bank, N.A., (JPM), a letter of credit provider to the
Debtors, is affiliated with entities that are lenders, shareholders, vendors,
bondholders and creditors to current and former AlixPartners clients in matters
unrelated to the Debtors. JPM is a current and former AlixPartners client in
matters unrelated to the Debtors. JPM affiliated entities previously employed
several current AlixPartners employees.
Kaiser Foundation Health, a vendor to the Debtors, is a former AlixPartners client
in matters unrelated to the Debtors. Kaiser Foundation Health is a creditor to a
former AlixPartners client in matters unrelated to the Debtors.
Kirkland & Ellis LLP, a vendor to the Debtors, is counsel, adverse counsel and
professional in interest to current and former AlixPartners clients in matters
unrelated to the Debtors. Kirkland & Ellis is a current and former AlixPartners
client in matters unrelated to the Debtors. AlixPartners is a client of Kirkland &
Ellis in matters unrelated to the Debtors.
LaSalle Bank, N.A. (LaSalle Bank), a lender to the Debtors, is a member of a
bank group for which AlixPartners performed services in matters unrelated to the
Debtors. LaSalle Bank is a related party to a current AlixPartners client in
matters unrelated to the Debtors. LaSalle Bank and affiliated entities are lenders,
bondholders, executory contract counterparties, collateral agents for vendors,
creditors and lessors to current and former AlixPartners clients in matters
unrelated to the Debtors. AlixPartners is a customer of LaSalle Bank. The parent
of LaSalle Bank, ABN Amro, provides banking services to AlixPartners and is a
current and former AlixPartners client in matters unrelated to the Debtors.


7
K&E 16966860
Lehman ALI Inc., (Lehman), a lender and debtholder to the Debtors, is
affiliated to entities that are bondholders, shareholders and lenders to current and
former AlixPartners clients in matters unrelated to the Debtors. Lehman and
affiliated entities are current and former AlixPartners clients in matters unrelated
to the Debtors. An affiliate, Lehman Brothers, previously employed a current
AlixPartners employee and provided investment banking services to AlixPartners
and affiliated entities.
LG Electronics USA Inc., (LG), a vendor to the Debtors, is a former
AlixPartners client in matters unrelated to the Debtors. LG is a vendor and
significant shareholder to current and former AlixPartners clients in matters
unrelated to the Debtors.
Marriott International, a vendor and contract counterparty to the Debtors, is
affiliated with several entities which are vendors to AlixPartners as well as
creditors, vendors and customers to former AlixPartners clients in matters
unrelated to the Debtors.
Merrill Lynch Mortgage Lending Inc., (Merrill Lynch), a lender to the
Debtors, is affiliated with entities that are current and former clients of
AlixPartners, as well as lenders, bondholders, shareholders, limited partners,
adverse parties and professionals in interest to current and former AlixPartners
clients in matters unrelated to the Debtors. Merrill Lynch is a current
AlixPartners client in matters unrelated to the Debtors. Merrill Lynch is the
previous employer of current AlixPartners employees.
National Union Fire Insurance Company of Pittsburg, PA (NUFIC), a letter of
credit provider to the Debtors, is affiliated with entities that are limited partners,
litigation counterparties, adverse parties, lenders and bondholders to current and
former AlixPartners clients in matters unrelated to the Debtors.
Office Depot, a vendor to the Debtors, is a former AlixPartners client in matters
unrelated to the Debtors. An affiliate, Office Depot Credit Plan, is a vendor to a
former AlixPartners client in matters unrelated to the Debtors.
Pacific Gas & Electric (PG&E), a utility provider to the Debtors, is an
executory contract counterparty, adverse party and creditor to current and former
AlixPartners clients in matters unrelated to the Debtors. In addition, PG&E was a
member of the creditors committee to a former AlixPartners client in matters
unrelated to the Debtors.
Peco Energy, a utility provider to the Debtors, is a former AlixPartners client in
matters unrelated to the Debtors. Peco Energy is a vendor to current and former
AlixPartners clients in matters unrelated to the Debtors.
PricewaterhouseCoopers LLP (PWC), a professional in interest and vendor in
this bankruptcy matter, is a professional in interest, opposing counsel and creditor


8
K&E 16966860
to current and former AlixPartners clients in matters unrelated to the Debtors.
PWC is the auditor for AlixPartners and provides audit, tax and related consulting
services. PWC is a former AlixPartners client in matters unrelated to the Debtors.
PWC is the previous employer of a number of current AlixPartners employees.
AlixPartners provides services to PWC in the ordinary course in matters unrelated
to the Debtors.
Sempra Energy, a utility provider to the Debtors, is a vendor, joint venture party
and executory contract counterparty to current and former AlixPartners clients in
matters unrelated to the Debtors.
Skadden, Arps, Slate, Meagher & Flom, a professional in interest and vendor in
this bankruptcy matter, is a professional in interest and client counsel to current
and former AlixPartners clients in matters unrelated to the Debtors. Skadden,
Arps, Slate, Meagher & Flom, is a current and former AlixPartners client in
matters unrelated to the Debtors.
Southern California Edison, a utility provider to the Debtors, is a joint venture
entity of a current AlixPartners client in matters unrelated to the Debtors.
Southern California Edison is an insurance provider and creditor to former
AlixPartners clients in matters unrelated to the Debtors.
ThyssenKrupp Elevator Co. (ThyssenKrupp) a contract counterparty to the
Debtors, is affiliated to an entity that is a former AlixPartners client in matters
unrelated to the Debtors. ThyssenKrupp affiliated entities are executory contract
counterparties, creditors and vendors to current and former AlixPartners clients in
matters unrelated to the Debtors.
U.S. Bank National Association (U.S. Bank), a lender to the Debtors, is a
lender, creditor, indenture trustee and bondholder to current and former
AlixPartners clients in matters unrelated to the Debtors. U.S. Bank is a client
related party to a current AlixPartners client in matters unrelated to the Debtors.
US Foodservice, US Foodservice - Altamonte Springs, US Foodservice - Atlanta
Downtown, US Foodservice - Atlantic City, US Foodservice Belmont, US
Foodservice - Cherry Hill, US Foodservice - El Segundo, US Foodservice
Fremont, US Foodservice - Ft. Lauderdale, US Foodservice Gaithersburg, US
Foodservice - Garden Grove, US Foodservice Harrisburg, US Foodservice
Islandia, US Foodservice Manassas, US Foodservice Montvale, US
Foodservice - Mount Laurel, US Foodservice - Mountain View, US
Foodservice - Richmond NW, US Foodservice Rosemont, US
Foodservice - Saddle River, US Foodservice - San Jose South, US
Foodservice - San Mateo, US Foodservice - Sili I, US Foodservice - Sili II and
US Foodservice - Tysons Corner (collectively, US Foodservice), vendors to the
Debtors, are affiliated with an entity that was a former AlixPartners client in
matters unrelated to the Debtors. US Foodservice is a vendor, related party and


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K&E 16966860
creditor to current and former AlixPartners clients in matters unrelated to the
Debtors. US Foodservice is the previous employer of a current AlixPartners
employee.
Wachovia Bank NA (Wachovia), a lender to the Debtors, and affiliated
entities, are lenders, bondholders, creditors, adverse parties, co-defendants and
professionals in interest to current and former AlixPartners clients in matters
unrelated to the Debtors. Wachovia is a current and former AlixPartners client in
matters unrelated to the Debtors. Wachovia is the previous employer of current
AlixPartners employees.
Waste Management, a vendor to the Debtors, is a creditor, adverse party and
vendor to current and former AlixPartners clients in matters unrelated to the
Debtors. Waste Management is a former AlixPartners client in matters unrelated
to the Debtors.
Wells Fargo Bank NA (Wells Fargo), a lender to the Debtors, is affiliated with
entities that are lenders, creditors, lessors, bondholders, indenture trustees and
vendors to current and former AlixPartners clients in matters unrelated to the
Debtors. Wells Fargo is a related party to a current AlixPartners client and a
vendor to AlixPartners, all in matters unrelated to the Debtors. Wells Fargo is a
former AlixPartners client in matters unrelated to the Debtors.
Zurich American Insurance Company (Zurich), a letter of credit provider to the
Debtors, is a creditor, vendor, executory contract counterparty and adverse party
to current and former AlixPartners clients in matters unrelated to the Debtors.
Zurich is a former AlixPartners client and a vendor to AlixPartners in matters
unrelated to the Debtors.
5. AlixPartners and APS are not employed by, and have not been employed by, any
entity other than the Debtors in matters related to these Chapter 11 Cases.
6. From time to time, APS has provided services, and likely will continue to provide
services, to certain creditors of the Debtors and various other parties adverse to the Debtors in
matters wholly unrelated to these Chapter 11 Cases. As described herein, however, APS has
undertaken a detailed search to determine, and to disclose, whether they are providing or have
provided, services to any significant creditor, equity security holder, insider, or other
party-in-interest in such unrelated matters. The conflicts check of the APS client database has


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shown that APS has represented the entities described above in matters wholly unrelated to the
Debtors.
7. APS received an initial retainer of $250,000 (the Retainer) on June 10, 2010
from the Debtors. Pursuant to the Engagement Letter, invoiced amounts have been recouped
against the Retainer, and payments on the invoices have been used to replenish the Retainer.
During the 90 days prior to the commencement of these Chapter 11 Cases, the Debtors paid APS
a total of $478,733 incurred in providing services to the Debtors in contemplation of, and in
connection with, prepetition restructuring activities.
8. Due to the ordinary course and unavoidable reconciliation of fees and submission
of expenses immediately prior to, and subsequent to, the Petition Date, APS has incurred but not
billed fees and reimbursable expenses totaling, which relate to the prepetition period. APS
hereby seeks this Courts approval to apply the Retainer to these amounts and any further
prepetition fees and expenses APS becomes aware of during its ordinary course billing review
and reconciliation. Upon the proposed applications of the Retainer, the Debtors would not owe
APS any sums for pre-petition services.
9. APS provides services in connection with numerous cases, proceedings, and
transactions unrelated to these Chapter 11 Cases. These unrelated matters involve numerous
attorneys, financial advisors, and creditors, some of which may be claimants or parties with
actual or potential interests in these cases, or may represent such parties.
10. AlixPartners and/or APS personnel may have business associations with certain
creditors of the Debtors unrelated to these Chapter 11 Cases. In addition, in the ordinary course
of its business, AlixPartners and/or APS may engage counsel or other professionals in unrelated


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matters who now represent, or who may in the future represent, creditors or other interested
parties in these cases.
11. AlixPartners has approximately 800 employees. It is possible that certain
employees of AlixPartners hold interests in mutual funds or other investment vehicles that may
own the Debtors securities. AlixPartners policy prohibits employees from trading in the
Debtors securities.
12. Certain individuals affiliated with APS may render crisis and interim management
services to the Debtors on a part-time basis, while others have been and/or will continue to be
engaged full-time. To the extent such individuals are employed on a part-time basis, APS
submits that there are no simultaneous or prospective engagements existing which would
constitute a conflict or adverse interest as to the matters for which it has been employed by the
Debtors.
13. Despite the efforts described above to identify and disclose APSs connections
with parties-in-interest in these Chatper 11 Cases, because the Debtors are a large enterprise with
thousands of creditors and other relationships, APS is unable to state with certainty that every
client relationship or other connection has been disclosed. In this regard, if APS discovers
additional information that requires disclosure, APS will file a supplemental disclosure with the
Court.
14. In accordance with section 504 of the Bankruptcy Code and Bankruptcy Rule
2016, neither I nor APS has entered into any agreements, express or implied, with any other
party in interest, including the Debtors, any creditor, or any attorney for such party in interest in
these Chapter 11 Cases.


12
K&E 16966860
15. APS reserves the right to supplement this Declaration in the event that APS
discovers any facts bearing on matters described in this Declaration regarding APSs
employment by the Debtors.
Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true
m d ~
Nathan J. Cook
Executed this_ day of July, 2010
K&E 16966860
19


K&E 16966860
SCHEDULE 1
Potential Parties In Interest


K&E 16966860
DEBTORS AND AFFILIATES
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



K&E 16966860
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
Innkeepers Financial Corp. (General Partner)
Innkeepers Financial Corp. (Virginia Corp.)
Innkeepers Hospitality Management Inc.
Innkeepers USA LP
Innkeepers USA Trust
KPA HI Ontario LLC



K&E 16966860
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



K&E 16966860
Current Officers

Craven, Dennis M.
Fenton, Richard F.
Martin, Bob
Murphy, Mark A.
Press, Rick
Price, Linda K.
Sack, Aaron
Walker, Tim




K&E 16966860
LENDERS
Capmark Bank
Capmark Finance Inc.
CWCapital Asset Management LLC
GMAC Commercial Mortgage Bank
GMAC Commercial Mortgage Corp.
LaSalle Bank NA
Merrill Lynch Mortgage Lending Inc.
Lehman ALI Inc.
LNR Partners Inc.
Midland Loan Services Inc.
National Consumer Cooperative Bank
NCB FSB
US Bank National Association
Wachovia Bank NA
Wells Fargo Bank NA




K&E 16966860
LETTERS OF CREDIT PARTIES
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.
Apollo Investment Corp.
JPMorgan Chase Bank NA
Starr Excess Liability Insurance Co.
Zurich American Insurance Co.




K&E 16966860
PROFESSIONALS IN INTEREST

Kelley Depasquale & Co.
Meritax LLC
PricewaterhouseCoopers
Skadden Arps




K&E 16966860
DEBT HOLDERS

CSE Mortgage LLC
Lehman ALI Inc.




K&E 16966860
EQUITY HOLDERS

Apollo Investment Corp.
Grand Prix Holdings LLC
Walker, Timothy
Murphy, Mark A.
Craven, Dennis M.







K&E 16966860
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.
Alexander's Mobility Services
All American Waste LLC
Anand Enterprises Inc.
Arch Painting Inc.
Art Horizons
Framed Picture Enterprises
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
Cingular Interactive LP
RAM Mobile Data USA LP
Berger Transfer & Storage Inc.
Bernhardt Design
Bernstein Group Inc.
Best Western International Inc.
Binswanger Glass
Vitro America LLC
Boudreau Plumbing & Heating
Brintons Ltd.
Brunswick Corp.
Life Fitness
California Industrial
Case Handyman & Remodeing-Winter Park
Cornerstone Restorations Inc.
Castleman & Young Construction Inc.
Chapel Valley Landscape Co.
CIT Group/Commercial Services Inc.



K&E 16966860
Clayton Miller Hospitality Carpet
Climacare Inc.
Coast Sign Inc.
CoCal Landscape Services Inc.
Collective Design Associates LLC
Contour Logistics Inc.
Contract Purchasing & Design 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.
DJ's Construction Inc.
Down to Earth Communications Inc.
D'style 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.
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.
Intersign Corp.
Howard D Johnson Co.
I See Corp.



K&E 16966860
Indon International LLC
Instrastructure Repair Service LLC
Inter-Logic Design LLC
Interstate Hotels & Resorts
Island Hospitality Management Inc.
Jean Enterprises
JF Hotel III
JMC Global
John M Crawley LLC
Joyce Enterprises of America Inc.
Precise Interior Services International Inc.
Precise Transportation Services
Kaleidoscope Ltd.
KE Braza Construction LLC
Koala Inns Inc.
KPA HI Ontario LLC
KPA Leaseco Holding
KPA/GP Valencia LLC
KR Commercial Interiors Inc.
Kraft Power Corp.
Kustom Gifts
L&L General Contractors
Pool Man, The
L&P Financial Services
Landmark Art & Frame Inc.
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.
T-Mobile USA Inc.
TMO CA/NV LLC
Ontario Hotel Associates LLC
Otis Elevator Co.
Pacific Bell Wireless LLC
Pacific Energy Service & Facilities Inc.
Pacific Lamp & Supply Co.



K&E 16966860
Paradise Purchasing LLC
Patel, Anand
PhilMac Inc.
Polk Mechanical Co. LLC
Pool Man Inc.
Precedence Inc.
Quiltcraft Industries Inc.
Radisson Plaza Hotel
York Hannover (Greenwich) Inc.
Raleigh-Durham MSA 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
Transworld Systems Inc.
Total Audio-Visual Systems Inc.
Triangle Renovations
Unilight Ltd.
United Food & Commercial Workers Union Local 371
Velocita Wireless LP
Warner Construction Inc.
Wells Industries



K&E 16966860
Western State Design Inc.
Windy City Construction & Design




K&E 16966860
LIEN INSURER
Platte River Insurance Co.




K&E 16966860
LIENS AND LITIGANTS

Ahern, Linda
Alamo Crane
Alcantara, Celeste
Amalgamated National Health Fund, Trustees of the
American HVAC
Bautiza, Beatriz
Brown, Kevin
Bryan, Mary
Commercial Floor Tech Inc.
Copeland's 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.
Lakefront Supply
Le Tel Communications
Mayberry, Ronald
Melgar, Maria
Meserve, Rose
Mobley, David
Monroy, Alejandra
Morales, Alejandro
Morales, William
NLP
North Creek Maintenance District Association
Nunez, Cecilia
Oak Roofing
Oak Roofing & Tuckpointing Inc.
Oak Roofing Inc.
O'Bannon, Patricia
Onyx Sealcoating



K&E 16966860
Pacumio, Anthony
PDI
Pearson, Freya
Perez, Maria
Pineda, Natividad
Powers, Bob
Precise
Richardson, Nita
Ritchie, Bernie
Rodriguez, Jacqueline
Rodriquez, Jose
Romero, Jhonathan J.
Ron Aton Blacktop Inc
Ross Court Plumbing Inc.
Scheser, Michael
Smalz, Eileen
Summers, Linda
Tobin & Sons
Tyrczyn, Tom
US Wall Dcor
Williams, Fred
Wing Millwork & Supply
Wittman, Carol




K&E 16966860
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
Pepco
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.
New York State Electric & Gas Corp.
Citizens Gas
CL&P
Columbia Gas of Kentucky
Nipsco
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
SDG&E
Sempra Energy



K&E 16966860
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
New Jersey American Water
Kentucky Utilities Company (KU)
LG&E
Lansing Board of Water & Light (MI)
Latham Water District (NY)
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
Nicor Gas
Nstar Electric
Ontario, City of (CA)
Orange, City of (CA)
Peco Energy
PG&E
Portland Water District (ME)
PPL Electric Utilities Corp.
Progress Energy Florida Inc.
Propane Gas Service Inc.
PSE&G Co.
Puget Sound Energy
Reliant Energy



K&E 16966860
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)
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




K&E 16966860
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)
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.
Gallagher Bassett Services 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.
Tradavo Inc.
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)
Burkett's Pool Plastering Inc.
Caler Donten & Levine PA
California Franchise Tax Board



K&E 16966860
California Travel & Tourism
Carson's 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
DJ's 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
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
Garden Grove, City of (CA)
Global Restaurant Design Corp.
Goldberg & Solovy Foods Inc.



K&E 16966860
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
KPA San Antonio HS LLC
KPA Tysons Corner RI LLC
KPA Washington DC PT LLC
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
Livonia, City of (MI)
Lodgenet Entertainment Corp.
Lombard, Village of (IL)



K&E 16966860
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.
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



K&E 16966860
Price, Betsy, as Tarrant County Tax Assessor (TX)
PricewaterhouseCoopers LLP
Quiltcraft
Quoizel Inc.
R&R Marketing (Royal Division)
Raeco Seasonal LLC
Resource Technology Management
Retzko's 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 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
Swank Audio Visuals LLC
Sysco
Sysco - Baltimore
Sysco - Louisville
Sysco - San Antonio
Sysco - San Diego
Sysco - Valencia
Sysco Food



K&E 16966860
Sysco Food Service Metro NY
Sysco Food Services - Chicago
Terminix Commercial
Texas Sales Tax, State of
Travel Click Inc.
Triangle Renovations
United Health Fund
US Foodservice
US Foodservice - Altamonte Springs
US Foodservice - Atlanta Downtown
US Foodservice - Atlantic City
US Foodservice - Belmont
US Foodservice - Cherry Hill
US Foodservice - El Segundo
US Foodservice - Fremont
US Foodservice - Ft. Lauderdale
US Foodservice - Gaithersburg
US Foodservice - Garden Grove
US Foodservice - Harrisburg
US Foodservice - Islandia
US Foodservice - Manassas
US Foodservice - Montvale
US Foodservice - Mount Laurel
US Foodservice - Mountain View
US Foodservice - Richmond Nw
US Foodservice - Rosemont
US Foodservice - Saddle River
US Foodservice - San Jose South
US Foodservice - San Mateo
US Foodservice - Sili I
US Foodservice - Sili II
US Foodservice - Tysons Corner
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 (CT)



K&E 16966860
Worldwide Payment System SA
Albany County Director of Finance (NY)
LINA Life Insurance Co. of North America
San Diego Office of The City Treasurer
Texas Comptroller of Public Accounts


K&E 16966860
EXHIBIT C
Engagement Letter
APServiees u.c
When it really n><Uters.
June 5, 2010
Mark Murphy
General Counsel
Innkeepers USA Trust
Chicago Dallas Detroit Los Angeles New York San Francisco Washington, DC
340 Royal Poinciana Way, Suite 306
Palm Beach, FL 33480-4094
Re: Agreement for the Provision of Interim Management Services
Dear Mark:
This letter, together with the attached Schedule(s), Exhibit and General Terms and
Conditions, sets forth the agreement ("Agreement") between AP Services, LLC, a
Michigan limited liability company ("APS"), and Innkeepers USA Trust ("Innkeepers"
or the "Company") for the engagement of APS to provide certain temporary employees
to the Company to assist it in its restructuring as described below.
All defined terms shall have the meanings ascribed to them in this letter and in the
attached Schedule(s), Exhibit and General Terms and Conditions.
Generally, the engagement of APS, including any APS employees who serve in
Executive Officer positions, shall be under the supervision of the Board of Trustees of the
Company and the direct supervision of its Chief Executive Officer.
OBJECTIVE AND TASKS
APS will provide Nathan Cook to serve as the Company's Interim Chief Financial Officer
("CFO"), reporting to the Company's Chief Executive Officer. Working collaboratively
with the senior management team, the Board of Trustees, other Company professionals and
Island Hospitality (the Company's primary independent Hotel management company)
personnel, Mr. Cook will assist the Company in evaluating and implementing strategic and
tactical options through the restructuring process. In addition to the ordinary course duties
of CFO, Mr. Cook's role will include working with the Company and its team to do the
following:
Lead the Company's financial and treasury functions.
Develop and implement cash management strategies, tactics and processes.
Prepare and monitor financial reports for internal and external use, in consultation with
the Chief Executive Officer, Chief Restructuring Officer, General Counsel and other
senior management.
2000 Town Center I Suite 2400 I Southfield, Ml 1 48075 I 248.358.4420 1 248.358.1969 fax 1 www.alixpartners.com
APServiees LlC
Wh<m it really nMtt!?r:s.
Mark Murphy
June 5, 20IO
Page 2 of II
Assist the Company in preparing for a Chapter II bankruptcy filing.
Assist in communication and/or negotiation with outside constituents including the
banks and their advisors, as appropriate.
Have primary responsibility for the preparation (and, to the extent required,
certification/attestation) of regular reports and information required by the
Bankruptcy Court and to be provided to stakeholders, which are customarily issued
by the Company's CFO, as well as providing assistance in such areas as testimony
before the Bankruptcy Court on matters that are within APS' expertise.
Serve as officers of subsidiaries as deemed necessary or advisable by the Company.
Assist with such other matters as may be requested that fall within APS' expertise and
that are mutually agreeable.
STAFFING
Nathan Cook will be the managing director responsible for the overall engagement. He may
be assisted by Temporary Staff at various levels (as set forth on Exhibit A), subject to the
terms and conditions of this Agreement, with the titles, pay rates and other descriptions
set forth therein.
The Temporary Staff may be assisted by or replaced by other professionals at various
levels, as required, who shall also become Temporary Staff. APS will keep the Company
informed as to APS' staffing and will not add additional Temporary Staff to the
assignment without first consulting with the Company to obtain Company concurrence
that such additional resource_s are required and do not duplicate the activities of other
employees or professionals. APS will not replace Todd Brents without prior consultation
with the Company.
If APS finds it desirable to augment its professional staff with independent contractors
(an "1/C") in this case, (i) APS will file, and require the 1/C to file, Bankruptcy Form
2014 affidavits indicating that the 1/C has reviewed the list of the interested parties in this
case, disclosing the 1/C's relationships, if any, with the interested parties and indicating
that the 1/C is disinterested; (ii) the 1/C must remain disinterested during the time that
APS is involved in providing services on behalf of the Company; and (iii) the 1/C must
represent that he/she will not work for the Company or other parties in interest in this
case during the time APSis involved in providing services to the Company.
APS' standard practice is to charge for an 1/C's services at the rate equal to the
compensation provided by APS to such Independent Contractor.

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Mark Murphy
June 5, 2010
Page 3 of 11
TIMING, FEES AND RETAINER
APS will commence this engagement on or about June 7, 2010 after receipt of a copy of
the Agreement executed by the Company accompanied by the Retainer, as set forth on
Schedule 1. Prior to accepting such officer role, AlixPartners also requires internal
approval from its Risk Management Committee and confirmation that the Company has a
Directors and Officers Liability insurance policy in effect for at least $5 million including
coverage for the AlixPartners individual assuming the officer role.
The Company shall compensate APS for its services, and reimburse APS for expenses, as
set forth on Schedule 1.
* * *
In the event the Company seeks protection under the U.S. Bankruptcy Code, the Company
will promptly apply to the Bankruptcy Court to obtain approval of APS' retention and
Retainer nunc pro tunc to the date of filing. APS acknowledges that its retention and the
terms thereof are subject to Court approval.
If these terms meet with your approval, please sign and return the enclosed copy of the
Agreement and wire transfer the amount to establish the Retainer.
We look forward to working with you.
Sincerely yours,
AP SERVICES, LLC
Nathan J. Cook
APS('J'vieesLLC
I'Vh<'n it rmlly n>alll'IS.
Mark Murphy
June 5, 2010
Page 4 of II
Acknowledged and Agreed to:
INNKEEPERS USA T ! ~ ~ ~ /l
By: - - r v ~ ~
Its: v e Gc s s-{' Crl J.er- '1
I
Dated: (p I ~ /1 0
AP Services, LLC
Exhibit A
Temporary Staff
Individuals with Executive Officer Positions
Name Description
Monthly Commitment
Rate Full or Part
1
Time
Nathan J. Cook Interim Chief Financial Officer $100,000 Full Time
Additional Temporary Staff
Name Description
Hourly Commitment
Rate Full or Part
1
Time
Todd Brents Bankruptcy Preparation Services $760 Available as Needed
The parties agree that Exhibit A can be amended by APS from time to time to add or
delete staff (other than Nathan Cook), and the Monthly Staffing Reports shall be treated
by the parties as such amendments.
1
Part time is defined as approximately 2-3 days per week, with some weeks more or less
depending on the needs and issues facing the Company at that time.
Page 5 of II
SCHEDULE 1
FEES AND EXPENSES
1. Fees: APS' fees will be based on the hours worked by APS personnel at APS'
hourly rates, which are:
Managing Directors $ 7I0-995
Directors $ 530-685
Vice Presidents $ 395-520
Associates $280-380
Analysts $245-270
Paraprofessionals $ I90-2IO
APS reviews and revises its billing rates on January I of each year.
2. Success Fee: Typically AlixPartners is compensated for its efforts by the payment
of base fees plus a success fee. AlixPartners and the Company have agreed not to
have a success fee for this engagement.
3. Expenses: In addition to the fees set forth in this Schedule, the Company shall pay
directly, or reimburse APS upon receipt of periodic billings, for all reasonable out-
of-pocket expenses incurred in connection with this assignment, such as travel,
lodging and meals, and an administrative fee of 2% of the fees to cover all other
indirect administrative costs such as postage, courier, routine black and white
copying, telephone, messenger and facsimile charges. The administrative fee will
not be applicable in the event that the Company files for protection under Chapter II
ofthe United States Bankruptcy Code.
4. Break Fee: APS does not seek a Break Fee in connection with this engagement.
5. Retainer: The Company shall pay APS a retainer of $250,000 to be applied against
Fees and Expenses as set forth in this Schedule and in accordance with Section 2 of the
attached General Terms and Conditions.
Page 6 of II
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SCHEDULE2
DISCLOSURES
APS has not completed a thorough check of the parties in interest with regard to the Company, as
APS has not received the list of the parties in interest. However, as soon as practicable after
beginning the engagement, APS will provide the Company with a listing of parties with which APS
has current or prior relationships that may be related to the Company. APS will provide this so that
the Company may assess the impact, if any, that the Company believes such relationships have.
Page 7 of II
AP SERVICES, LLC
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions ("Terms") are incorporated into the Agreement between the Company and APS to which
these Terms are attached. In case of conflict between the wording in the letter and/or schedule(s) and these Terms, the wording
of the letter and/or schedule(s) shall prevail.
Section I. Company Responsibilities.
The Company will undertake responsibilities as set forth
below:
I. Provide reliable and accurate detailed information,
materials, documentation and
2. Make decisions and take future actions, as the
Company determines in its sole discretion, on any
recommendations made by APS in connection with
this Agreement.
APS' delivery of the services and the fees charged are
dependent on (i) the Company's timely and effective
completion of its responsibilities; and (ii) timely decisions
and approvals made by the Company's management. The
Company shall be responsible for any delays, additional
costs or other deficiencies caused by not completing its
responsibilities.
Section 2. Retainer, Billing and Payments.
Retainer and Billing. APS will submit semi-monthly
invoices for services rendered and expenses incurred and
will offset such invoices against the Retainer. Unless
explicitly stated in the invoice, all amounts invoiced are not
contingent upon or in any way tied to the delivery of any
reports or other work product in the future. Payment will
be due upon receipt of the invoices to replenish the
Retainer to the agreed-upon amount. Any unearned portion
of the Retainer will be returned to the Company at the
termination of the engagement.
Payments. All payments to be made by the Company to
APS shall be payable upon receipt of invoice via wire
transfer to APS' bank account, as follows:
Receiving Bank: Deutsche Bank
ABA #021-001-033
Receiving Account: AP Services, LLC
A/C #004-62643
Currency: USD
Section 3. Relationship of the Parties.
The parties intend that an independent contractor relationship
will be created by the Agreement. As an independent
contractor, APS will have complete and exclusive charge of
the management and operation of its business, including
hiring and paying the wages and other compensation of all its
employees and agents, and paying all bills, expenses and other
charges incurred or payable with respect to the operation of its
business. Of course, neither the Temporary Staff nor APS
will be entitled to receive from the Company any vacation
pay, sick leave, retirement, pension or social security benefits,
workers' compensation, disability, unemployment insurance
benefits or any other employee benefits. APS will be
responsible for all employment, withholding, income and
other taxes incurred in connection with the operation and
conduct ofits business.
Nothing in this agreement is intended to create, nor shall be
deemed or construed to create a fiduciary or agency
relationship between APS and the Company or its Board of
Trustees.
Section 4. Confidentiality.
APS shall use reasonable efforts to keep confidential all non-
public confidential or proprietary information obtained from
the Company during the performance of its services hereunder
(the "Information"), and neither APS nor the Temporary Staff
will disclose any Information to any other person or entity.
"Information" includes non-public confidential and
proprietary data, plans, reports, schedules, drawings, accounts,
records, calculations, specifications, flow sheets, computer
programs, source or object codes, results, models or any work
product relating to the business of the Company, its
subsidiaries, distributors, affiliates, vendors, customers,
employees, contractors and consultants.
The foregoing is not intended to prohibit, nor shall it be
construed as prohibiting, APS from making such
disclosures of Information that APS reasonably believes is
required by law or any regulatory requirement or authority,
or to clear client conflicts. APS may make reasonable
disclosures of Information to third parties in connection with
the performance of APS' obligations and assignments
hereunder. In addition, APS will have the right to disclose to
any person that it provided services to the Company or its
affiliates and a general description of such services, but shall
not provide any other information about its involvement with
the Company. The obligations of APS under this Section 4
shall survive the end of any engagement between the parties
for a period oftwo (2) years.
The Company acknowledges that all information (written or
oral), including advice and Work Product (as defined in
Section 5), generated by APS and the Temporary Staff in
connection with this engagement is intended solely for the
benefit and use of the Company (limited to its management
and its Board of Trustees) in connection with the transactions
to which it relates. The Company agrees that no such
information shall be used for any other purpose or
reproduced, disseminated, quoted or referred to with
attribution to APS at any time in any manner or for any
purpose without APS' prior approval except as required by
law.
Because of the nature of the services provided by APS,
from time to time, separate teams of APS professionals
may concurrently represent clients that are adverse to each
other, or which may be viewed by clients to be adverse.
Despite any such concurrent representation, each APS team
shall strictly preserve all client confidences, and not
disseminate such information externally, except pursuant to
the terms of this engagement letter, or to any APS
professionals that are currently working for an entity
Page 8 of II Rev. 1/1/2009
AP SERVICES, LLC
GENERAL TERMS AND CONDITIONS
adverse to the Company. The Company agrees that it does
not consider such concurrent representation of the
Company and any adversary by separate APS teams to be
inappropriate.
Section 5. Intellectual Property.
All methodologies, processes, techniques, ideas, concepts,
know-how, procedures, software, tools, writings and other
intellectual property that APS has created, acquired or
developed prior to the date of this Agreement are, and shall
remain, the sole and exclusive property of APS, and the
Company shall not acquire any interest therein. APS shall
be free to use all methodologies, processes, techniques,
ideas, concepts, know-how, procedures, software, tools,
writings and other intellectual property that APS may
create or develop in connection with this engagement,
subject to its duty of confidentiality to the extent that the
same contain information or materials furnished to APS by
the Company that constitute Information referred to in
Section 4 above. Except as provided above, all
information, reports, materials, software and other work
product that APS creates or develops specifically for the
Company as part of this engagement (collectively known as
"Work Product") shall be owned by the Company and shall
constitute Information referred to in Section 4 above. APS
may retain copies of the Work Product subject to its
obligations under Section 4 above.
Section 6. Framework of the Engagement.
The Company acknowledges that it is retaining APS to
provide the Temporary Staff solely to assist and advise the
Company as described in the Agreement. This engagement
shall not constitute an audit, review or compilation, or any
other type of financial statement reporting engagement.
Section 7. Indemnification and Other Matters.
The Company shall indemnifY, hold harmless and defend
APS and its affiliates and its and their partners, directors,
officers, employees, Temporary Staff and agents (collectively,
the "indemnitees") from and against all claims, liabilities,
losses, expenses and damages to the extent of the most
favorable indemnities provided by the Company to any of its
trustees or officers, provided, however, that to the extent any
matter for which indemnification is called for hereunder arises
while the Company is under the protection of the Bankruptcy
Code, indemnification of APS personnel who are not trustees
or officers of the Company shall be subject to the approval of
the Board of Trustees of the Company. The Company shall
pay damages and expenses as incurred, including reasonable
legal fees and disbursements of counsel. In addition, the
Company shall pay the costs of APS' professional time (APS'
professional time will be reimbursed at APS' rates in effect
when such future time is required), relating to or arising out of
the engagement, including any legal proceeding in which an
indemnitee may be required or agree to participate but in
which it is not a party. The indemnitees may, but are not
required to, engage a single frrm of separate counsel of their
choice in connection with any of the matters to which this
indemnification agreement relates.
The Company shall use its best efforts to specifically
include and cover, as a benefit for their protection,
Temporary Staff serving as trustees or officers of the
Company or affiliates from time to time with direct
coverage as named insureds under the Company's policy
for directors' and officers' ("D&O") insurance. The
Company will maintain such D&O insurance coverage for
the period through which claims can be made against such
persons. The Company disclaims a right to distribution
from the D&O insurance coverage with respect to such
persons. In the event that the Company is unable to include
Temporary Staff under the Company's policy or does not
have first dollar coverage acceptable to APS in effect for at
least $5 million (e.g., such policy is not reserved based on
actions that have been or are expected to be filed against
officers and trustees alleging prior acts that may give rise to a
claim), APS may, at its option, attempt to purchase a separate
D&O policy that will cover the Temporary Staff only. The
cost of same shall be invoiced to the Company as an out -of-
pocket cash expense. If APS is unable to purchase such
D&O insurance, then APS reserves the right to terminate
the Agreement.
APS is not responsible for any third-party products or
services. The Company's sole and exclusive rights and
remedies with respect to any third party products or
services are against the third-party vendor and not against
APS, whether or not APS is instrumental in procuring the
third-party product or service.
APS shall not be liable to the Company except for actual
damages resulting from bad faith, self-dealing or
intentional misconduct.
Section 8. Governing Law and Arbitration.
The Agreement is governed by and shall be construed in
accordance with the laws of the State of New York with
respect to contracts made and to be performed entirely
therein and without regard to choice of law or principles
thereof.
Any controversy or claim arising out of or relating to the
Agreement, or the breach thereof, shall be settled by
arbitration. Each party shall appoint one non-neutral
arbitrator. The two party arbitrators shall select a third
arbitrator. If within 30 days after their appointment the two
party arbitrators do not select a third arbitrator, the third
arbitrator shall be selected by the American Arbitration
Association (AAA). The arbitration shall be conducted in
Southfield, Michigan under the AAA's Commercial
Arbitration Rules, and the arbitrators shall issue a reasoned
award. The arbitrators may award costs and attorneys' fees
to the prevailing party. on the award rendered by
the arbitrators may be entered in any court having
jurisdiction thereof. In the event the Company files under
Chapter II, the Company and APS agree that the
Bankruptcy Court shall have jurisdiction over any and all
matters arising under or in connection with this Agreement,
including the indemnification provisions outlined in
Section 7, above.
Page 9 of II Rev. 1/l/2009
AP SERVICES, LLC
GENERAL TERMS AND CONDITIONS
Notwithstanding the foregoing, for any claim relating to the
non-payment of fees or expenses due to APS under this
Agreement APS may in its sole discretion proceed directly
to a court of competent jurisdiction to enforce the terms of
this Agreement.
In any court proceeding arising out of this Agreement, the
parties hereby waive any right to trial by jury.
Section 9. Termination and Survival.
The Agreement may be terminated at any time by written
notice by one party to the other; provided, however, that
notwithstanding such termination APS will be entitled to any
fees and expenses due under the provisions of the Agreement,
including Success Fee and Break Fee in accordance with
Schedule I. Such payment obligation shall inure to the
benefit of any successor or assignee of APS.
Additionally, unless the Agreement is terminated by the
Company for Cause (as defined below) or due to
circumstances described in the Success Fee provision in the
Agreement, APS shall remain entitled to the Success Fee(s)
that otherwise would be payable for the greater of 12
months from the date of termination or the period of time
that that has elapsed from the date of the Agreement to the
date of termination. Cause shall mean:
(a) a Temporary Staff member acting on behalf of the
Company is convicted of a felony, or
(b) it is determined in good faith by the Board of Trustees
of the Company after 30 days notice and opportunity to
cure, that either (i) a Temporary Staff member is engaging
in misconduct injurious to the Company, or (ii) a
Temporary Staff member is breaching any of his or her
material obligations under this Agreement, or (iii) a
Temporary Staff member is willfully disobeying a lawful
direction of the Board of Trustees or senior management of
the Company.
Sections 2, 4, 5, 7, 8, 9, 10 and II of these Terms, the
provisions of Schedule I and the obligation to pay accrued
fees and expenses shall survive the expiration or
termination of the Agreement.
Section 10. Non-Solicitation of Employees.
The Company acknowledges and agrees that APS has made
a significant monetary investment recruiting, hiring and
training its personnel. During the term of this Agreement
and for a period of two years after the final invoice is
rendered by APS with respect to this engagement (the
"Restrictive Period"), the Company and its affiliates agree
not to directly or indirectly hire, contract with, or solicit the
employment of any of APS' Managing Directors,
Directors, or other employees/contractors.
If during the Restrictive Period the Company or its
affiliates directly or indirectly hires or contracts with any of
APS' Managing Directors, Directors, or other
employees/contractors, the Company agrees to pay to APS
as liquidated damages and not as a penalty the sum total of:
(i) for a Managing Director, one million U.S. dollars
($1,000,000 USD); (ii) for a Director, five hundred
thousand U.S. dollars ($500,000 USD); and (iii) for any
other employee/contractor, two hundred fifty thousand U.S.
dollars ($250,000 USD). The Company acknowledges and
agrees that liquidated damages in such amounts are (x) fair,
reasonable and necessary under the circumstances to
reimburse APS for the costs of recruiting, hiring and
training its employees as well as the lost profits and
opportunity costs related to such personnel, and to protect
the significant investment that APS has made in its
Managing Directors, Directors, and other employees/
consultants; and (y) appropriate due to the difficulty of
calculating the exact amount and value of that investment.
The Company also acknowledges and agrees that money
damages alone may not be an adequate remedy for a breach
of this provision, and the Company agrees that APS shall
have the right to seek a restraining order and/or an
injunction for any breach of this non-solicitation provision.
If any provision of this section is found to be invalid or
unenforceable, then it shall be deemed modified or
restricted to the extent and in the manner necessary to
render the same valid and enforceable.
Section I I. General.
Severability. If any portion of the Agreement shall be
determined to be invalid or unenforceable, the remainder
shall be valid and enforceable to the maximum extent
possible.
Entire Agreement. These Terms, the letter agreement into
which they are incorporated and the Schedule(s) and
Exhibit to such letter agreement contain the entire
understanding of the parties relating to the services to be
rendered by APS and the Temporary Staff and may not be
amended or modified in any respect except in a writing
signed by the parties. APS is not responsible for
performing any services not specifically described herein or
in a subsequent writing signed by the parties
Joint and Several. If more than one party signs this
Agreement, the liability of each party shall be joint and
several.
Limit of Liability. APS shall not be liable for incidental or
consequential damages under any circumstances, even if it
has been advised of the possibility of such damages. APS'
aggregate liability, whether in tort, contract, or otherwise, is
limited to two times the amount of fees paid to APS for
services on this engagement (the "Liability Cap"). The
Liability Cap is the total limit of APS' aggregate liability
for any and all claims or demands by anyone pursuant to
this Agreement, including liability to the Company, to any
other parties hereto, and to any others making claims
relating to the work performed by APS pursuant to this
Agreement. Any such claimants shall allocate any amounts
payable by APS among themselves as appropriate, but if
they cannot agree on the allocation it will not affect the
enforceability of the Liability Cap. Under no
circumstances shall the aggregate of all such allocations or
other claims against APS pursuant to this Agreement
exceed the Liability Cap.
Page 10 of II Rev. 1/1/2009
AP SERVICES, LLC
GENERAL TERMS AND CONDITIONS
Notices. All notices required or permitted to be delivered
under the Agreement shall be sent, if to APS, to:
AP Services, LLC
2000 Town Center, Suite 2400
Southfield, MI 48075
Attention: General Counsel
and if to the Company, to the address set forth in the
Agreement, to the attention of the Company's General
Counsel, or to such other name or address as may be given
in writing to the other party. All notices under the
Agreement shall be sufficient if delivered by facsimile or
overnight mail. Any notice shall be deemed to be given
only upon actual receipt.
Page II of 11 Rev. 1/1/2009

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