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

Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

DEBTORS EX PARTE MOTION (A) FOR AN EXPEDITED HEARING AND (B) TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING TIME TO FILE NOTICES OF REMOVAL OF ACTIONS 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.

K&E 17795239

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this ex parte motion (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) setting the hearing date to consider the Debtors Motion for Entry of an Order Extending Time to File Notices of Removal of Action (the Removal Motion) for October 14, 2010, and (b) shortening the notice period with respect to the Removal Motion. In support of this Motion, the Debtors respectfully state as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are Rules 9006 and 9007 of the

Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rules 9006-1 and 9077-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Relief Requested 4. The Debtors have filed the Removal Motion contemporaneously herewith. As

discussed in the Removal Motion, the Debtors seek to extend the deadline by which they may remove actions pursuant to 28 U.S.C. 1452 and Bankruptcy Rule 9027. The next omnibus hearing is scheduled for November 10, 2010 and the current deadline by which the Debtors must file a notice of removal is currently set for October 15, 2010. Consequently, the Debtors respectfully request that the Court hear the relief requested in the Removal Motion at a hearing scheduled for October 14, 2010 at 10:00 a.m. prevailing Eastern Time so that the Removal Motion can be heard prior to the expiration of the deadline. The Debtors further request that the 2
K&E 17795239

Court modify the notice requirements set forth in Local Bankruptcy Rule 9006-1 to permit the Removal Motion to be heard on October 14, 2010. The Debtors are seeking the relief requested herein out of an abundance of caution as the Debtors do not anticipate any objections to the Removal Motion and are hopeful that an order can be entered without a hearing. Background 5. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court (collectively, the Chapter 11 Cases) under title 11 of the United States Code (the Bankruptcy Code). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 6. On July 28, 2010, the United States Trustee for the Southern District of New York

(the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 7. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to these chapter 11 cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33 as supplemented by Docket No. 516]. Basis for Relief 8. Local Bankruptcy Rule 9006-1(b) provides: (b) All Other Motions. Unless the Court orders otherwise, all other motion papers shall be served at least 14 days before the return date. Where such service is made, any answering papers shall be served so as to ensure actual receipt not later than three days before the return date.

3
K&E 17795239

9.

Bankruptcy Rule 9006(c) provides: (1) Except as provided in paragraph (2) of this subdivision, when an act is required or allowed to be done at or within a specified time by these rules or by a notice given thereunder or by order of court, the court for cause shown may in its discretion with or without motion or notice order the period reduced.

10.

Although Local Bankruptcy Rule 9006-1(b) provides 14 days notice as the time

fixed for service of motion papers, Bankruptcy Rule 9006(c) and Local Bankruptcy Rule 9077-1 provide that the Court, for cause shown, may in its discretion (with or without motion or notice) reduce such a period. In addition, section I.A.(ii) of the Notice, Case Management, and

Administrative Procedures [Docket No. 68] (the Case Management Procedures) provides for a hearing on a request for relief with less than 14 days notice. Further, pursuant to Bankruptcy Rule 9007, the Court has authority to regulate the time within which, the entities to whom, and the form and matter in which, notice shall be given, which includes the authority to determine appropriate notice for conducting a hearing on the matters presented by the Removal Motion. 11. As described above and in the Removal Motion, cause exists to shorten the

applicable notice requirement from 14 days notice to 10 days notice as the Debtors current deadline to remove actions pursuant to 28 U.S.C. 1452 and Bankruptcy Rule 9027 expires on October 15, 2010, and it is crucial that the Removal Motion be heard (or an order entered approving the relief requested therein without a hearing) in advance of the October 15, 2010 deadline. Additionally, the Debtors have not identified any parties in interest that would be unduly prejudiced by the notice requirement modification requested herein. Thus, the Debtors seek modification of the notice requirements of the Chapter 11 Cases as set forth herein to comply with applicable Bankruptcy Rules, Local Bankruptcy Rules, and previous orders of the Court.

4
K&E 17795239

Motion Practice 12. This Motion 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 Motion. Accordingly, the Debtors submit that this Motion satisfies Local Bankruptcy Rule 9013-1(a). Notice 13. The Debtors have provided notice of this Motion to the entities on the Master

Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The Debtors respectfully submit that no further notice is necessary. No Prior Request 14. court. No prior motion for the relief requested herein has been made to this or any other

5
K&E 17795239

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: October 4, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

6
K&E 17795239

EXHIBIT A Proposed Order

K&E 17795239

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 GRANTING DEBTORS EX PARTE MOTION (A) FOR AN EXPEDITED HEARING AND (B) TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER EXTENDING TIME TO FILE NOTICES OF REMOVAL OF ACTIONS1 Upon the ex parte motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for the entry of an order (this Order) (a) setting the hearing date to consider the Debtors Motion for Entry of an Order Extending Time to File Notices of Removal of Action (the Removal Motion) for October 14, 2010, and (b) shortening the notice period with respect to the Removal Motion, all as more fully set forth in the Motion; 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 proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and

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.

K&E 17795239

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. The 14-day notice period, otherwise applicable to a hearing for approval of the

Removal Motion, is shortened to a 10-day notice period, pursuant to Bankruptcy Rules 9006 and 9007 and Local Bankruptcy Rules 9006-1 and 9077-1, so that the hearing to consider the Removal Motion shall be held on October 14, 2010 at 10:00 a.m. prevailing Eastern Time, or as soon thereafter as the Debtors may be heard, before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408. 3. The deadline for the service and filing of objections to the Removal Motion shall

be October 13, 2010 at 12:00 p.m. prevailing Eastern Time. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 5. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 7. 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

2
K&E 17795239