UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors.

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

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

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

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

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

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

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

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

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

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

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

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

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

the implementation of this Order.

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