Hearing Date: May 10, 2011 at 10:00 a.m. (ET) Objection Deadline: May 6, 2011 at 4:00 p.m.

(ET)

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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

NOTICE OF DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING (A) ADEQUACY OF THE DISCLOSURE STATEMENT; (B) CERTAIN DATES RELATED TO CONFIRMATION OF THE PLAN; (C) CERTAIN VOTING PROCEDURES AND THE FORM OF CERTAIN DOCUMENTS TO BE DISTRIBUTED IN CONNECTION WITH SOLICITATION OF THE PLAN; AND (D) PROPOSED VOTING AND GENERAL TABULATION PROCEDURES
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 (continued on next page)

K&E 18667565

PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced motion (the Motion) will be held 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 (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on May 10, 2011 at 10:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any objections to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York (the Local Bankruptcy Rules), and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at

www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than May 6, 2011 at 4:00 p.m. prevailing Eastern Time by 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. Only those objections that are timely filed, served, and received will be considered.

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 Motion.

2
K&E 18667565

New York, New York Dated: April 8, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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

3
K&E 18667565

Hearing Date: May 10, 2011 at 10:00 a.m. (ET) Objection Deadline: May 6, 2011 at 4:00 p.m. (ET)

James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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 MOTION FOR ENTRY OF AN ORDER APPROVING (A) ADEQUACY OF THE DISCLOSURE STATEMENT; (B) CERTAIN DATES RELATED TO CONFIRMATION OF THE PLAN; (C) CERTAIN VOTING PROCEDURES AND THE FORM OF CERTAIN DOCUMENTS TO BE DISTRIBUTED IN CONNECTION WITH SOLICITATION OF THE PLAN; AND (D) PROPOSED VOTING AND GENERAL TABULATION PROCEDURES1

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 (continued on next page)

K&E 18667565

EXHIBITS EXHIBIT A Proposed Form of Disclosure Statement Order Proposed Form of Solicitation Procedures Proposed Form of Confirmation Hearing Notice Proposed Form of Ballots

EXHIBIT A-1

EXHIBIT A-2

EXHIBIT A-3

EXHIBIT A-4

Proposed Form of Non-Voting Status Notice Claims Not Classified Proposed Form of Non-Voting Status Notice Deemed to Reject Proposed Form of Notice to Counterparties to Assumed Executory Contracts and Unexpired Leases Proposed Form of Notice to Counterparties to Rejected Executory Contracts and Unexpired Leases Proposed Form of Disputed Claims or Interests Notice Proposed Form of Disclosure Statement Hearing Notice

EXHIBIT A-5

EXHIBIT A-6

EXHIBIT A-7

EXHIBIT A-8

EXHIBIT A-9

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
K&E 18667565

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A (the Disclosure Statement Order) approving (a) the adequacy of the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure Statement); (b) certain dates related to confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan); (c) certain voting procedures and the form of certain documents to be distributed in connection with the solicitation of the Plan; and (d) proposed voting and general tabulation procedures. In support of this Motion, the Debtors respectfully state as follows:2 Preliminary Statement 1. Concurrently with filing this Motion, the Debtors are filing the Plan and the

Disclosure Statement. As described in more detail in the Disclosure Statement, the Plan is comprised of four joint plans of reorganization, including (a) the Fixed/Floating Plan, which addresses the properties securing the Fixed Rate Loan and the Floating Rate Loan (the Fixed/Floating Hotels), (b) the Anaheim Plan, which addresses the Anaheim Hilton Suites Hotel, (c) the Ontario Plan, which addresses the Hilton Ontario Hotel, and (d) the Reorganizing Debtors Plan, which addresses the remaining five of the seven hotel properties that are secured by individual mortgagesResidence Inn Mission Valley, Residence Inn Anaheim (Garden Grove), Doubletree Washington, DC, Residence Inn Tysons Corner, and Homewood Suites San Antonio (the Reorganizing Hotels).
2

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan or the Disclosure Statement, as applicable.

3
K&E 18667565

2.

The Fixed/Floating Plan is consistent with the terms of the Commitment Letter,

which the Debtors obtained Court approval to enter into on March 11, 20113 and which is supported by creditors holding more than $1 billion of the approximately $1.29 billion in prepetition secured claims against the Debtors (the Five Mile/Lehman Bid). 3. The Fixed/Floating Plan contemplates, among other things: full recoveries to holders of DIP Facility Claims in cash; for Midland, the Debtors largest creditor, a new note reducing principal amount owing under the Fixed Rate Loan from $825.4 million to at least $622.5 million with revised terms; for Lehman, the Debtors second-largest creditor, on account of the Floating Rate Mortgage Loan, (a) up to 50% of the equity in the Reorganized Fixed/Floating Debtors (subject to adjustment for the Third-Party Investment) and (b) $26.2 million in cash; for Five Mile, in exchange for $174.1 million in cash, 50% of the equity in the Reorganized Fixed/Floating Debtors (subject to adjustment for the Third-Party Investment); and $3.75 million to holders of General Unsecured Claims, along with a release of preference actions under section 547 of the Bankruptcy Code. The Five Mile/Lehman Bid is subject to overbids and the Bidding Procedures

4.

Order also authorized bidding procedures by which the Debtors will conduct an auction for the Fixed/Floating Hotels. At this time, the Debtors are continuing to market the Fixed/Floating Hotels in order to solicit as many viable bids as possible before the April 25, 2011 bid deadline for bids for the Fixed/Floating Hotels. To the extent there are competing bids that are qualified

Order (I) Authorizing the Debtors to Enter into the Amended Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland Loan Services, (II) Approving the Amended New Party/Midland Commitment Between the Debtors and Midland Loan Services, (III) Approving Fixed/Floating Bidding Procedures, (IV) Approving Bid Protections, (V) Authorizing an Expense Reimbursement to Bidder D, and (VI) Modifying Cash Collateral Order to Increase Expense Reserve [Docket No. 1011] (the Bidding Procedures Order).

4
K&E 18667565

in accordance with the Bidding Procedures Order, an auction will be held on May 2, 2011 at 10:00 a.m. prevailing Eastern Time. 5. The Debtors also have the ability to exercise their fiduciary out under the

Commitment Letter, which allows them to pursue any alternative transaction and decline to pursue the Five Mile/Lehman Bid if, upon the determination by the Debtors directors, trustees, or members, as applicable, the Debtors fiduciary duties require them to do so. If the marketing process does not result in a higher or otherwise better bid for the Fixed/Floating Hotels and the Debtors do not otherwise choose to exercise their fiduciary out, the Debtors currently intend to proceed with the Fixed/Floating Plan. If the marketing process results in a higher or otherwise better bid for the Fixed/Floating Hotels, the Debtors will file amended versions of the Plan and Disclosure Statement and seek to confirm and consummate a chapter 11 plan incorporating such superior bid. 6. The Five Mile/Lehman Bid does not include those Debtors that own or lease the

assets commonly known as the Anaheim Hilton Suites, Hilton Ontario, Residence Inn Mission Valley, Residence Inn Anaheim (Garden Grove), Doubletree Washington, DC, Residence Inn Tysons Corner, and Homewood Suites San Antonio (commonly referred to collectively as, the Seven Sisters). 7. Since approval of the Bidding Procedures Order, the Debtors have been working

diligently to develop restructuring proposals for the Seven Sisters, with separate workstreams for the Anaheim Hilton Suites, the Ontario Hilton, and the Reorganizing Hotels. 8. As to the Anaheim Hilton, the Debtors are considering various restructuring

alternatives, which include a sale of the property through the Anaheim Plan or giving the collateral securing the Secured Anaheim Hotel Mezzanine Loan Claims to TriMont Real Estate

5
K&E 18667565

Advisors, Inc. (TriMont), the special servicer under the Anaheim Hotel Mezzanine Loan. The Debtors are working with TriMont and CWCapital Asset Management LLC

(CWCapital)the special servicer under the Anaheim Hilton Mortgage Loanto refine this process. If the Debtors reach an agreement to give the collateral securing the Anaheim Hotel Mezzanine Loan to TriMont, TriMont will likely satisfy all claims of the Anaheim Hotel Owner in full in cash, including those of CWCapital and the general unsecured creditors against the Anaheim Hotel Owner. With respect to a potential sale of the Anaheim Hilton, the Debtors have received several indications of interest. The Debtors have informed potential investors of their intended process of selecting a stalking horse for purchase of the property through a plan of reorganization. The Debtors are cautiously optimistic that, based on the indications of interest received to date, they will be able to choose a stalking horse bid for the Anaheim Hilton that will provide sufficient cash to satisfy the allowed claims of CWCapital and the general unsecured claims against the Anaheim Hotel Owner in full in Cash. The Debtors expect to finalize a strategy with respect to the Anaheim Hilton in the coming weeks. 9. As to the Ontario Hilton, the Ontario Plan contemplates the turnover of the

Ontario Hilton to C-III Asset Management LLC (C-III)the special servicer under the Ontario Hotel Mortgage Loan. Over the next several weeks, the Debtors also intend to continue to market the Ontario Hilton and further explore the possibility of a sale of the asset. 10. As to the remaining Debtors, which, among other things, own or lease the

Reorganizing Hotels (the Reorganizing Debtors), the Debtors are presently exploring multiple restructuring options, including, among other things, (a) reinstatement of the Claims against and Interests in the Reorganizing Debtors or (b) the sale of some or all of the Reorganizing Hotels with distributions of the sale(s) made in accordance with the Distribution

6
K&E 18667565

Waterfall. The Debtors are actively marketing the Reorganizing Hotels pursuant to a thorough process designed to generate as many viable bids as possible and maximize value to the Reorganizing Debtors estates. The Reorganizing Debtors Plan therefore currently contemplates alternate reinstatement or sale strategies. 11. In furtherance of these efforts, Moelis, the Debtors financial advisors, has sent

out a call for offers to over 200 potential buyers, outlining the timing for bids and encouraging potential buyers to submit bids for any or all of the assets. As a result of these efforts, the Debtors anticipate a number of qualified and non-qualified bids that may be for the entire enterprise, a particular pool, a combination of assets different from those contained in the Five Mile/Lehman Bid, or an individual hotel. Moelis has requested that interested bidders submit their irrevocable bids prior to April 25, 2011. To the extent the Debtors believe, in an exercise of their business judgment, that proceeding with an auction including such bids will be valuemaximizing, the Debtors may hold a concurrent auction for those bids on May 2, 2011. That auction may or may not overlap with the auction for the Fixed/Floating Hotels. Moelis is in the process of informing potential non-qualified bidders that such an auction may take place on May 2, 2011. 12. As a result of thorough plan and subsequent marketing processes pursued by the

Debtors over the past seven months, the Debtors are hopeful that the results of the continuing marketing process will reflect a robust market test of the value of the Debtors assets. 13. The Debtors seek the Courts approval for the schedule of events set forth below

relating to confirmation and consummation of the Plan (the Plan Confirmation Schedule).4

The Debtors may seek to amend the Plan Confirmation Schedule at a later date.

7
K&E 18667565

EVENT Disclosure Statement Hearing Voting Record Date Solicitation Date Confirmation Objection Deadline Voting Deadline Confirmation Hearing

DATE May 10, 2011, at 10:00 a.m. Eastern Time May 10, 2011 No later than May 13, 2011 June 10, 2011 June 17, 2011 June 23, 20115

Jurisdiction 14. 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). 15. 16. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105(a), 363, 502,

1123(a), 1124, 1125, 1126, and 1128 of title 11 of the United States Code (the Bankruptcy Code), Rules 2002, 3003, 3016, 3017, 3018, and 3020 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 3017-1, 3018-1, and 3020-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules). Relief Requested 17. By this Motion, the Debtors seek the entry of the Disclosure Statement Order:

(a) approving the adequacy of the Disclosure Statement; (b) fixing, subject to modification as appropriate, the dates contained in the Plan Confirmation Schedule (as defined herein); (c) approving certain procedures by which certain holders of claims and interests entitled to vote may vote to accept or reject the Plan, which procedures are generally described herein and are set
5

Subject to the Courts availability

8
K&E 18667565

forth in Exhibit 1 attached to Exhibit A hereto (the Solicitation Procedures), and the form of certain documents to be distributed in connection with the solicitation of the Plan; and (d) approving the proposed voting and general tabulation procedures. Background 18. On July 19, 2010 (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 Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee has been made in the Chapter 11 Cases. 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). 19. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to the 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]. The Debtors Plan and the Disclosure Statement 20. In accordance with section 1126 of the Bankruptcy Code, the Plan contemplates

classifying Holders of Claims and Interests (each as defined in the Plan) into certain classes with respect to each of the applicable Debtors for all purposes, including with respect to voting on the Plan, as follows:

9
K&E 18667565

Class Class FF1 Class FF2 Class FF3A Class FF3B Class FF4 Class FF5 Class FF6 Class FF7 Class FF8 Class FF9 Class A1 Class A2 Class A3 Class A4 Class A5A Class A5B Class A5C Class A6 Class A7 Class A8A Class A8B Class A8C Class A9A Class A9B

Claims and Interests Other Priority Claims Against Fixed/Floating Debtors Other Secured Claims Against Fixed/Floating Debtors Secured Fixed Rate Pool Mortgage Loan Claims Against Fixed/Floating Debtors Secured Floating Rate Pool Mortgage Loan Claims Against Fixed/Floating Debtors Floating Rate Pool Mezzanine Loan Claims Against Fixed/Floating Debtors General Unsecured Claims Against Fixed/Floating Debtors Mortgage Loan Deficiency Claims Against Fixed/Floating Debtors Intercompany Claims Against Fixed/Floating Debtors Section 510(b) Claims Against Fixed/Floating Debtors Interests in Fixed/Floating Debtors Other Priority Claims against Anaheim Hotel Debtors Other Secured Claims against Anaheim Hotel Debtors Secured Anaheim Hotel Mortgage Loan Claims Secured Anaheim Hotel Mezzanine Loan Claims General Unsecured Claims against Anaheim Hotel Owner General Unsecured Claims against Anaheim Mezzanine Debtor General Unsecured Claims against Anaheim Hotel Lessee Anaheim Hotel Mezzanine Loan Deficiency Claims against Anaheim Hotel Debtors Intercompany Claims against Anaheim Hotel Debtors Section 510(b) Claims against Anaheim Hotel Owner Section 510(b) Claims against Anaheim Mezzanine Debtor Section 510(b) Claims against Anaheim Hotel Lessee Intercompany Interests in Anaheim Hotel Owner Intercompany Interests in Anaheim Mezzanine Debtor

Status Unimpaired Unimpaired Impaired Impaired Impaired Impaired Impaired Impaired Impaired Impaired Unimpaired Unimpaired Unimpaired Impaired Unimpaired Impaired Impaired Impaired Impaired Unimpaired Impaired Impaired Unimpaired Impaired

Voting Rights Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Entitled to Vote Entitled to Vote Entitled to Vote Entitled to Vote Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Entitled to Vote Not Entitled to Vote (Presumed to Accept) Entitled to Vote Entitled to Vote Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Deemed to Reject) Entitled to Vote Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Deemed to Reject)

10
K&E 18667565

Class Class A9C Class O1 Class O2 Class O3 Class O4A Class O4B Class O5 Class O6 Class O7 Class O8 Class R1 Class R2 Class R3A Class R3B Class R3C Class R3D Class R3E Class R4 Class R5 Class R6 Class R7 Class R8 Class R9 Class R10

Claims and Interests Intercompany Interests in Anaheim Hotel Lessee Other Priority Claims against Ontario Hotel Debtors Other Secured Claims Ontario Hotel Debtors Secured Ontario Hotel Mortgage Loan Claims General Unsecured Claims against Ontario Hotel Owner General Unsecured Claims against Ontario Hotel Lessee Mortgage Loan Deficiency Claims against Ontario Hotel Debtors Intercompany Claims against Ontario Hotel Debtors Section 510(b) Claims against Ontario Hotel Debtors Intercompany Interests in Ontario Hotel Debtors Other Priority Claims against the Reorganizing Debtors Other Secured Claims against the Reorganizing Debtors Secured Garden Grove Hotel Mortgage Loan Claims Secured San Diego Hotel Mortgage Loan Claims Secured Washington DC Hotel Mortgage Loan Claims Secured Tysons Corner Hotel Mortgage Loan Claims Secured San Antonio Hotel Mortgage Loan Claims General Unsecured Claims against the Reorganizing Debtors Intercompany Claims against the Reorganizing Debtors Intercompany Interests in the Reorganizing Debtors Innkeepers USA LP Preferred D Interests Innkeepers USA Trust Preferred C Interests Innkeepers USA Trust Preferred A Interests Innkeepers USA Trust Common Interests

Status Impaired Unimpaired Unimpaired Impaired Impaired Impaired Impaired Impaired Impaired Impaired Unimpaired Unimpaired TBD Unimpaired Unimpaired Unimpaired Unimpaired TBD Impaired Unimpaired TBD TBD TBD TBD

Voting Rights Entitled to Vote Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Entitled to Vote Entitled to Vote Entitled to Vote Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Entitled to Vote on a Provisional Basis Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Not Entitled to Vote (Presumed to Accept) Entitled to Vote on a Provisional Basis Not Entitled to Vote (Deemed to Reject) Not Entitled to Vote (Presumed to Accept) Entitled to Vote on a Provisional Basis Entitled to Vote on a Provisional Basis Entitled to Vote on a Provisional Basis Entitled to Vote on a Provisional Basis

11
K&E 18667565

Class Class R11 Class R12

Claims and Interests Grand Prix Holdings Interests Section 510(b) Claims against the Reorganizing Debtors

Status TBD Unimpaired

Voting Rights Entitled to Vote on a Provisional Basis Not Entitled to Vote (Presumed to Accept)

21.

The Debtors propose to solicit votes from Holders of Claims in Classes FF3A,

FF3B, FF4, FF5, A4, A5B, A5C, A8C, A9C, O3, O4A, O4B, R3A, R4, R7, R8, R9, R10, and R11 (collectively, the Voting Classes).6 The Debtors do not intend to solicit votes from Holders of Claims and Interests in Classes FF6, FF7, FF8, FF9, A6, A7, A8B, A9B, O5, O6, O7, O8, and R5 (the Impaired Rejecting Classes) because such Classes are not receiving any distribution under the Plan and are, therefore, deemed to have rejected the Plan. The Debtors also do not intend to solicit votes from Holders of Claims that have not been classified in accordance with section 1123(a)(1) of the Bankruptcy Code (the Unclassified Claims and together with the Impaired Rejecting Classes, the Non-Voting Parties). Basis for Relief I. The Disclosure Statement Contains Adequate Information and Should Be Approved. 22. Pursuant to section 1125 of the Bankruptcy Code, the proponent of a proposed

chapter 11 plan must provide holders of impaired claims and interests entitled to vote on the plan with adequate information regarding that plan. Section 1125(a)(1) of the Bankruptcy Code states, in relevant part, that adequate information means: [I]nformation of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtors books and records,

Holders of Claims in Classes R3A, R4, R7, R8, R9, R10, and R11 are entitled to vote to accept or reject the Plan on a provisional basis.

12
K&E 18667565

including a discussion of the potential material federal tax consequences of the plan to the debtor, any successor to the debtor, and a hypothetical investor typical of the holders of claims or interests in the case, that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan . . . . 11 U.S.C. 1125(a)(1). 23. Thus, a disclosure statement must, as a whole, provide information that is

reasonably practicable to permit an informed judgment by creditors and interest holders, if applicable, to vote on a plan. In re Momentum Mfg. Corp., 25 F.3d 1132, 1136 (2d Cir. 1994); see also In re Ionosphere Clubs, Inc., 179 B.R. 24, 29 (Bankr. S.D.N.Y. 1995) (the adequacy of a disclosure statement is to be determined on a case-specific basis under a flexible standard that can promote the policy of Chapter 11 towards fair settlement through a negotiation process between informed interested parties) (internal citation omitted). 24. Courts are vested with wide discretion to determine whether a disclosure

statement contains adequate information within the meaning of section 1125(a). Kirk v. Texaco, Inc., 82 B.R. 678, 682 (S.D.N.Y. 1988) (The legislative history could hardly be more clear in granting broad discretion to bankruptcy judges under 1125(a) . . . .). This discretion is intended to permit courts to tailor disclosures made in connection with soliciting votes on a plan of reorganization to facilitate the effective reorganization of debtors in a broad range of businesses and circumstances. Id. (stating bankruptcy judges have a clear congressional mandate to exercise broad discretion in their supervision of corporate reorganizations); see also H.R. Rep. No. 95-595, at 408-09 (1977). Accordingly, the determination of whether a disclosure statement contains adequate information must be made on a case-by-case basis, focusing on the unique facts and circumstances of each case. In re Phoenix Petroleum Co., 278 B.R. 385, 393 (Bankr. E.D. Pa. 2001). 13
K&E 18667565

25.

The Disclosure Statement is the product of the Debtors extensive review and

analyses of their business operations, assets and liabilities, and circumstances leading to the Chapter 11 Cases. In addition, the Disclosure Statement reflects: (a) the Debtors thorough evaluation of the Plan; (b) the proposed distributions to Holders of Claims and Interests under the Plan; (c) the effect of the Plan on Holders of Claims and Interests and other parties in interest; and (d) the resultant restructuring of the Debtors estates if the Plan is confirmed and consummated. As described above, the Debtors have scheduled an auction at least with respect to the Fixed/Floating Debtors and possibly with respect to the other Debtors for May 2, 2011eight days prior to the hearing on this Motion (the Disclosure Statement Hearing). The Debtors will continue to update the Disclosure Statement as necessary, including to reflect the outcome of any such auctions. 26. Additionally, the Disclosure Statement contains pertinent information necessary

for Holders of Claims and Interests to make an informed decision about whether to vote to accept or reject the Plan, including, among other things, information regarding: a. b. c. d. e. f. g. h. the Debtors corporate history and corporate structure, business operations, and prepetition capital structure and indebtedness; events leading to the Chapter 11 Cases, including the Debtors prepetition restructuring negotiations; the classification and treatment of Claims and Interests under the Plan; the means for implementing the Plan; the provisions governing distributions under the Plan; the procedures for resolving contingent, unliquidated, and disputed Claims under the Plan; settlement, release, exculpation, injunction, and related provisions of the Plan; the conditions precedent to the effective date of the Plan; 14
K&E 18667565

i. j. 27.

risk factors related to the Plan and alternatives to confirming and consummating the Plan; and certain U.S. federal income tax consequences to the Debtors of Plan implementation.

Accordingly, the Debtors respectfully submit that the Disclosure Statement

contains more than sufficient information for a hypothetical reasonable investor to make an informed judgment about the Plan and complies with all aspects of section 1125 and should be approved. See id. at 393 n.6 (listing the factors courts have considered in determining the adequacy of information provided in a disclosure statement). 28. To the extent necessary, the Debtors will demonstrate at the Disclosure Statement

Hearing that the Disclosure Statement addresses the information set forth above in a manner that provides Holders of Claims and Interests entitled to vote to accept or reject the Plan with adequate information within the meaning of section 1125. II. The Court Should Establish the Proposed Plan Confirmation Schedule. 29. The Debtors respectfully request that the Court approve the setting of the Plan

Confirmation Schedule, in accordance with section 1126(c) of the Bankruptcy Code and Bankruptcy Rules 3017(d) and 3018(a). 30. Local Bankruptcy Rule 9076-1 provides that the Debtors may request a

conference for the purpose of a scheduling order, and the Court may enter such order after notice to all parties in interest. Pursuant to Local Bankruptcy Rule 9076-1, the Debtors request that the Disclosure Statement Hearing serve as the scheduling conference with respect to the Plan Confirmation Schedule. A. 31. The Voting Record Date Bankruptcy Rule 3017(d) provides that, upon approval of a disclosure statement,

except to the extent the Court orders otherwise with respect to one or more unimpaired classes of 15
K&E 18667565

creditors or equity security holders, the debtor will mail to all creditors, equity security holders, and the United States Trustee, a copy of the plan, the disclosure statement, notice of the voting deadline, and such other information as the court may direct. Fed. R. Bankr. P. 3017(d). 32. For the purposes of soliciting votes in connection with the confirmation of a plan,

creditors and equity security holders shall include holders of stocks, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the Court, for cause, after notice and a hearing. Id. Additionally, Bankruptcy Rule 3018(a) provides, in relevant part: [A]n equity security holder or creditor whose claim is based on a security of record shall not be entitled to accept or reject a plan unless the equity security holder or creditor is the holder of record of the security on the date the order approving the disclosure statement is entered or on another date fixed by the court, for cause, after notice and a hearing. Fed. R. Bankr. P. 3018(a). 33. The Debtors request that the Court exercise its authority under

Bankruptcy Rules 3017(d) and 3018(a) and establish May 10, 2011the date of the Disclosure Statement Hearingas the voting record date (the Voting Record Date) for the purpose of determining which creditors and holders of interests are entitled to receive the solicitation materials required by Bankruptcy Rule 3017(d) and related documents (the Solicitation Package) and to vote on the Plan. The Confirmation Hearing Notice will state prominently the Voting Record Date. 34. The Debtors propose that with respect to any transferred Claim or interest, the

transferee shall be entitled to receive a Solicitation Package and, if the Holder of such Claim or Interest is entitled to vote with respect to the Plan, cast a Ballot (as defined in the Plan) on account of such Claim or Interest only if: (a) the transfer or assignment has been fully effectuated 16
K&E 18667565

pursuant to the procedures dictated by Bankruptcy Rule 3001(e); and (b) for Claims, such transfer is reflected on the Claims Register (as defined in the Plan) on or before the Voting Record Date. B. 35. The Voting Deadline Bankruptcy Rule 3017(c) provides, in relevant part, [o]n or before approval of

the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan . . . Fed. R. Bankr. P. 3017(c). The Debtors respectfully request that the Court exercise its authority under Bankruptcy Rule 3017(c) to establish 4:00 p.m. prevailing Eastern Time on or around June 17, 2011, the date that is approximately 25 calendar days after the Solicitation Date, as the voting deadline (the Voting Deadline). The Debtors propose that for votes to be counted, all Ballots must be properly executed, completed, and delivered, as specified in section B of the Solicitation Procedures, by the Voting Deadline. The Confirmation Hearing Notice will state prominently the Voting Deadline. C. 36. Procedures for Filing Objections to Confirmation of the Plan The Debtors request that the Court direct the manner in which objections to

confirmation shall be made. Pursuant to Bankruptcy Rule 3020(b)(l), objections to confirmation of a plan must be filed and served within a time fixed by the Bankruptcy Court. Fed. R. Bankr. P. 3020(b)(1). Local Bankruptcy Rule 3020-1 further provides that objections to

confirmation of a plan must be submitted no later than three days prior to the first date set for the hearing to consider confirmation of the plan. 37. The purpose of the Confirmation Hearing Notice is to explain that objections to

Confirmation of the Plan or requests for modifications to the Plan, if any, must: a. b. be in writing; conform to the Bankruptcy Rules and the Local Bankruptcy Rules; 17
K&E 18667565

c. d.

state the name and address of the objecting entity and the amount and nature of the Claim or Interest of such entity; state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and be filed, contemporaneously with a proof of service, with the Court and served so that it is actually received by the notice parties identified in the Confirmation Hearing Notice on or prior to the Confirmation Objection Deadline.

e.

38.

The Debtors request that the Court establish June 10, 2011 at 4:00 p.m. prevailing

Eastern Time as the deadline for filing and serving objections and proposed modifications to the Plan (the Confirmation Objection Deadline). The Debtors believe the Confirmation

Objection Deadline will afford the Court, the Debtors, and other parties in interest reasonable time to consider the objections and proposed modifications prior to the Confirmation Hearing. D. 39. The Confirmation Hearing In accordance with Bankruptcy Rule 3017(c) and section 1128 of the Bankruptcy

Code (requiring a confirmation hearing with respect to any chapter 11 plan), the Debtors request that the hearing on confirmation of the Plan (the Confirmation Hearing) be scheduled on or around June 23, 2011, or at the Courts earliest convenience thereafter. 40. The Debtors submit that the proposed timing for the Confirmation Hearing is in

compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules, and will enable the Debtors to pursue confirmation of the Plan consistently with the design of their carefully negotiated restructuring and the June 30, 2011 confirmation deadline for the Fixed/Floating Plan set forth in the Commitment Letter. 41. In addition, the Debtors believe that the voting may be expedited with respect to

certain individual properties, such as the Anaheim Hilton and the Hilton Ontario, and they

18
K&E 18667565

reserve the right to modify the request for the Plan Confirmation Deadline prior to the Disclosure Statement Hearing to attain consensus. III. The Court Should Approve Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection with Solicitation of the Plan. A. 42. The Solicitation and Notice Procedures To conduct an effective solicitation of votes to accept or reject the Plan in a

manner that is consistent with the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and due process, the Debtors seek approval of the Solicitation Procedures. The Debtors believe the Solicitation Procedures are well-designed and tailored specifically to solicit votes to accept or reject the Plan effectively. 43. On July 20, 2010, the Court entered an order [Docket No. 57] authorizing the

Debtors to retain Omni Management Group, LLC (the Notice and Claims Agent) to, among other things, act as notice, claims, and solicitation agent in connection with any proposed chapter 11 plan of reorganization process. The Debtors respectfully request that the Notice and Claims Agent be authorized (to the extent not already authorized) to assist the Debtors in: a. b. c. distributing the Solicitation Packages; soliciting votes to accept or reject the Plan; receiving, tabulating, and reporting on Ballots cast to accept or reject the Plan by Holders of Claims and Interests and decisions to opt out of the third party release provisions of Article VIII of the Plan; responding to inquiries from Holders of Claims and Interests and other parties in interest relating to the Disclosure Statement, the Plan, the Ballots, the Solicitation Procedures, and all other documents contained in the Solicitation Package and matters related thereto, including the procedures and requirements for voting to accept or reject the Plan and for objecting to the Plan; and if necessary, contacting Holders of Claims and Interests regarding the Plan.

d.

e.

19
K&E 18667565

44.

The Debtors propose to distribute the Solicitation Package required by

Bankruptcy Rule 3017(d) to those entities entitled to vote on the Plan in the form and manner described below and set forth in Section C of the Solicitation Procedures. 45. Specifically, the Solicitation Package shall contain copies of the following: a. b. c. the Confirmation Hearing Notice; an appropriate form of Ballot and voting instructions with respect thereto (with a pre-addressed, postage prepaid return envelope); a CD-ROM containing the Disclosure Statement Order (with the Solicitation Procedures, which shall be Exhibit 1 attached thereto) and the approved form of the Disclosure Statement (together with the exhibits attached thereto, including the Plan, which shall be Exhibit A attached thereto), if applicable; where applicable, a letter, in form and substance acceptable to the Debtors, in their discretion, from counsel for the Creditors Committee urging the Holders of General Unsecured Claims to vote to accept the Plan; and such other materials as the Court may direct.

d.

e. 46.

The distribution of the Solicitation Packages by the Solicitation Date will provide

all Holders of Claims and Interests entitled to vote on the Plan with the requisite materials and sufficient time to make an informed decision with respect to the Plan. Fed. R. Bankr. P. 3017(d) (providing that, after approval of a disclosure statement, a debtor must transmit the plan, the approved disclosure statement, a notice of the time within which acceptances and rejections of such plan may be filed, and any other information that the Court may direct to certain holders of claims); Fed. R. Bankr. P. 2002(b) (requiring not less than 28 days notice by mail of the time for filing objections and the hearing to consider the confirmation of a chapter 11 plan). Additionally, and as described more fully below, the Debtors will cause the Notice and Claims Agent to serve a notice of the Confirmation Hearing substantially in the form attached as

20
K&E 18667565

Exhibit 2 to Exhibit A hereto (the Confirmation Hearing Notice) on all Holders of Claims and Interests. 47. Through the Notice and Claims Agent, the Debtors intend to distribute the

Solicitation Packages on or about May 13, 2011, which is approximately 25 calendar days before the Voting Deadline (the Solicitation Date). The Debtors submit that distribution of the Solicitation Packages approximately 25 calendar days before the Voting Deadline will provide the requisite materials to Holders of Claims and Interests entitled to vote on the Plan in compliance with Bankruptcy Rules 2002(b) and 3017(d). 3017(d). 48. To the extent that circumstances require further modifications of, or amendments See Fed. R. Bankr. P. 2002(b),

to, the Solicitation Procedures, the Debtors reserve the right to supplement or amend the Solicitation Procedures to facilitate further the solicitation of the Plan. Specifically, the Debtors reserve the right to shorten the periods under the Solicitation Procedures for Debtors with readily identifiable creditors if such expediency will help create consensus, with deference to the due process rights of all Holders of Claims and Interests entitled to vote on the Plan. B. 49. The Form of the Ballots In accordance with Bankruptcy Rule 3018(c), the Debtors have prepared and

customized Ballots for Holders of Claims and Interests (substantially in the form of the Ballot attached as Exhibit 3 to Exhibit A hereto) to tabulate acceptances and rejections of the Plan. 50. The forms of the Ballots are based on Official Form No. 14 and have been

modified to (a) address the particular circumstances of the Chapter 11 Cases and (b) include certain additional information that the Debtors believe to be relevant and appropriate for each Class of Claims and Interests entitled to vote on the Plan. See Fed. R. Bankr. P. 3017(d) (debtors shall mail a form of ballot conforming to the appropriate Official Form to creditors). 21
K&E 18667565

51.

As noted above, the solicitation process shall be conducted by the Notice and Pursuant to the Solicitation Procedures, the Notice and Claims Agent will

Claims Agent.

distribute the appropriate Ballots to the Holders of Claims and Interests in the Voting Classes. The Non-Voting Parties will receive the Non-Voting Status Notices (as defined and discussed below and attached as Exhibit 4 and Exhibit 5 to Exhibit A hereto) in lieu of the Solicitation Package. The Debtors submit that the forms of the Ballots comply with Bankruptcy Rule 3018(c) and, therefore, should be approved. C. 52. The Confirmation Hearing Notice Bankruptcy Rules 2002(b) and (d) require not less than 28 days notice to all

holders of claims or equity interests of the time fixed for filing objections to the hearing on confirmation of a chapter 11 plan. To satisfy this requirement, the Debtors intend to send a copy of the Confirmation Hearing Notice to (a) all Holders of Claims and Interests in Voting Classes, as part of the Solicitation Package, (b) all Holders of Claims and Interests in the Non-Voting Classes, and (c) other parties entitled to service in these Chapter 11 Cases. In accordance with Bankruptcy Rules 2002 and 3017(d), the Confirmation Hearing Notice shall contain, among other things: a. b. c. d. e. f. the time, date, and place for the Confirmation Hearing; the Voting Record Date; the Voting Deadline; the Confirmation Objection Deadline and the manner in which objections shall be filed; the procedures for the temporary allowance of Claims and Interests; and a disclosure regarding the release, exculpation, and injunction provisions of Article VIII of the Plan.

22
K&E 18667565

53.

Additionally, the Confirmation Hearing Notice will inform entities that the

Solicitation Package may be obtained: (a) from the Notice and Claims Agent at its website at www.omnimgt.com/innkeepers, (b) by writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436, or (c) for a fee via PACER at https://ecf.nysb.uscourts.gov (except Ballots). 54. The Debtors respectfully request that the Court find that the Confirmation

Hearing Notice complies with the requirements of Bankruptcy Rules 2002(b) and (d). The Debtors further request that the Court determine the Confirmation Hearing Notice contains sufficient disclosure regarding release, exculpation, and injunction provisions contained in Article VIII of the Plan. 55. In addition to mailing the Confirmation Hearing Notice, the Debtors propose to

publish the Confirmation Hearing Notice (in a format modified for publication) in USA Today on a date no fewer than ten calendar days prior to the Voting Deadline. Bankruptcy Rule 2002(l) permits the Court to order notice by publication if it finds that notice by mail is impracticable or that it is desirable to supplement notice. Fed. R. Bankr. P. 2002(l). The Debtors believe publication of the Confirmation Hearing Notice will provide sufficient notice of the approval of the Disclosure Statement, the date for the Confirmation Hearing, the Voting Record Date, the Voting Deadline, and the Confirmation Objection Deadline to entities who will not otherwise receive notice by mail as provided in the Solicitation Procedures. D. 56. The Notices to Unclassified Claims and Classes Deemed to Reject the Plan In compliance with section 1123(a)(1) of the Bankruptcy Code and as reflected in

Article II of the Plan, Allowed Administrative Claims, Five Mile DIP Claims, Lehman DIP Claims, Postpetition Intercompany Loan Claims, and Priority Tax Claims are not classified under the Plan (collectively, the Unclassified Claims). See 11 U.S.C. 1123(a)(1) (providing for 23
K&E 18667565

classification of claims other than administrative and priority tax claims).

As such, these

Unclassified Claims are not entitled to vote on the Plan. Article III of the Plan also provides that certain classes are deemed to reject the Plan and, therefore, Holders of such Claims are not entitled to vote on the Plan (the Impaired Rejecting Classes). 57. Pursuant to Bankruptcy Rule 3017(d), a bankruptcy court may order that the

Debtors need only provide unimpaired Classes with notice of their non-voting status, in addition to notice of the name and address of the agent from whom they may request a Solicitation Package. Accordingly, the Debtors respectfully submit that the NonVoting Status Notices comply with the Bankruptcy Code and, therefore, should be approved. 58. The Debtors do not intend to solicit votes from Unclassified Claims. The Debtors

will, however, send the Non-Voting Status Notice, substantially in the form attached as Exhibit 4 to Exhibit A hereto (the Non-Voting Status NoticeClaims Not Classified), in lieu of the Solicitation Package, to the Holders of Unclassified Claims. The Non-Voting Status NoticeClaims Not Classified will explain to such Holders their non-voting status and that such Holder may obtain certain materials in the Solicitation Package from the Notice and Claims Agent. The Debtors respectfully submit that the Non-Voting Status NoticeClaims Not

Classified complies with the Bankruptcy Code and, therefore, should be approved. 59. Additionally, the Holders of Claims and Interests in the Impaired Rejecting

Classes are not entitled to vote on the Plan and will not be solicited to vote on the Plan. The Debtors will, however, send to such Holders a non-voting status notice substantially in the form attached as Exhibit 5 to Exhibit A hereto (the Non-Voting Status NoticeDeemed to Reject and together with the Non-Voting Status NoticeClaims Not Classified, the NonVoting Status Notices), in lieu of the Solicitation Package. The NonVoting Status

24
K&E 18667565

NoticeDeemed to Reject will explain to such Holders their non-voting status and also provide instructions regarding how to obtain certain materials with respect to the Solicitation Package (excluding Ballots) from the Notice and Claims Agent. E. 60. The Form of Notice to Counterparties to Executory Contracts and Unexpired Leases The counterparties to the Debtors executory contracts and unexpired leases will

receive on account of such executory contracts and unexpired leases, the Confirmation Hearing Notice and notices regarding the potential assumption or rejection of those executory contracts or unexpired leases, each substantially in the forms attached as Exhibit 6 and Exhibit 7 to Exhibit A hereto, respectively (collectively, the Notices to Counterparties to Executory Contracts and Unexpired Leases). If any of these entities also is a Holder of a Claim or Interest in a Voting Class as of the Voting Record Date, such entity shall also receive a Solicitation Package in accordance with the Solicitation Procedures. The Debtors respectfully submit that the Notices to Counterparties to Executory Contracts and Unexpired Leases comply with the Bankruptcy Code and, therefore, should be approved. IV. The Court Should Approve the Voting and General Tabulation Procedures. 61. The Debtors respectfully request that the Court approve the voting and tabulation

procedures described in Section D of the Solicitation Procedures, which comply with section 1126(c) of the Bankruptcy Code and Bankruptcy Rule 3018(a) (the Voting and Tabulation Procedures). Section 1126(c) provides: A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under section (e) of this section, that hold at least two-thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designed under subsection (e) of this section, that have accepted or rejected the plan. 25
K&E 18667565

11 U.S.C. 1126(c). A. 62. The General Tabulation Procedures In tabulating votes, the Debtors propose that the hierarchy described in Section

D.2 of the Solicitation Procedures shall be used to determine the amount of the Claim or Interest associated with each Holders vote. The amount of the Claim or Interest established pursuant to Section D.2 of the Solicitation Procedures shall control for voting purposes only and shall not constitute the Allowed amount of any Claim or Interest for purposes of distribution under the Plan or the amount of any Claim or Interest for any other purpose. The Debtors also propose to use the voting procedures and standard assumptions in tabulating the Ballots set forth in Section D.3 of the Solicitation Procedures. 63. The Debtors believe the requested Solicitation Procedures and other relief

requested herein are cost-effective, provide adequate notice and opportunity to be heard, and are in the best interests of the estates, Holders of Claims and Interests, and other parties in interest. Accordingly, the Debtors submit they have shown good cause for the relief requested herein. B. 64. Temporary Allowance of Claims and Interests for Voting Purposes Pursuant to section 1126(a) of the Bankruptcy Code, only holder[s] of claim[s]

or interest[s] allowed under section 502 . . . may accept or reject a plan. 11 U.S.C. 1126(a). Under section 502(a) of the Bankruptcy Code, [a] claim or interest, proof of which is filed under section 501 . . . , is deemed allowed, unless a party in interest . . . objects. 11 U.S.C. 502(a). Based on the foregoing, except as set forth below, Holders of Claims and Interests for which an objection is pending as of the Voting Record Date are not entitled to vote on the Plan. 65. Bankruptcy Rule 3018(a) provides for temporary allowance of claims for which

an objection is pending at the time when plan votes are solicited so that holders may vote such claims at a temporarily allowed amount. In light of Bankruptcy Rule 3018(a), the Debtors will 26
K&E 18667565

send Holders of Claims and Interests whose Claims or Interests are subject to an objection on the Voting Record Date a Notice of Non-Voting Status for Disputed Claims or Interests (the Disputed Claim Notice), substantially in the form attached as Exhibit 8 to Exhibit A hereto, in lieu of the Solicitation Package. 66. The Disputed Claim Notice will inform relevant Holders that their respective

Claims or Interests are subject to an objection and that the Holder of such a Claims or Interests cannot vote any portion of the Claim or Interest subject to such objection unless one or more of the following events have taken place at least five business days before the Voting Deadline (each, a Resolution Event): a. b. an order of the Court is entered allowing such Claim or Interest pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing; an order of the Court is entered temporarily allowing such Claim or Interest for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors resolving the objection and allowing such Claim or Interest in an agreed-upon amount; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors temporarily allowing the Holder of such Claim or Interest to vote its Claim or Interest in an agreed upon amount; or the pending objection to such Claim or Interest is voluntarily withdrawn by the Debtors.

c.

d.

e. 67.

No later than two business days after a Resolution Event, the Notice and Claims

Agent shall distribute the Solicitation Package and a pre-addressed, postage prepaid envelope to the relevant Holder of the temporarily allowed Claim or Interest that has been allowed for voting purposes only (or for other purposes as set forth in an applicable order of the Court) by such Resolution Event, and the Ballot must be returned according to the instructions on the Ballot no later than the Voting Deadline. 27
K&E 18667565

68.

If the Holder of a Claim or Interest receives a Solicitation Package and the

Debtors object to such Claim or Interest after the Voting Record Date but at least 14 calendar days prior to the Confirmation Hearing, the Debtors notice of objection will inform such Holder of the rules applicable to Claims or Interests subject to a pending objection and the procedures for temporary allowance for voting purposes. Furthermore, if the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest less than 14 calendar days before the Confirmation Hearing, the Holders Claim or Interest shall be deemed temporarily allowed for voting purposes only without further action by the Holder of such Claim or Interest and without further order of the Court, unless the Court orders otherwise. 69. The Debtors submit such notice procedures with respect to Claims or Interests

subject to a pending objection satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules. C. 70. Returned Solicitation Packages and Notices In compliance with Bankruptcy Rules 2002 and 3017, the Debtors will send the

notice of the Disclosure Statement Hearing, substantially in the form attached as Exhibit 9 to Exhibit A hereto, to Holders of Claims and Interests. The Debtors anticipate that some of the notices of the Disclosure Statement Hearing that are sent to Holders of Claims and Interests may be returned by the United States Postal Service or other carrier as undeliverable. The Debtors believe it would be costly and inefficient to mail Solicitation Packages to the same addresses to which undeliverable notices of the Disclosure Statement Hearing were mailed. Therefore, the Debtors seek the Courts approval for a departure from the strict notice rule requiring the Debtors to mail Solicitation Packages to those entities listed at such addresses, unless the Debtors, through the Notice and Claims Agent (as a result of such entity writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, 28
K&E 18667565

Encino, California 91436), are provided with accurate addresses for such entities not less than ten business days prior to the Solicitation Date. If a Holder of a Claim or Interest has changed its mailing address after the Petition Date, the burden should be on the Holdernot the Debtorsto advise the Notice and Claims Agent and the Debtors of the new address. Modifications 71. The Debtors reserve their right, subject to the applicable provisions of the

Commitment Letter, to make changes to the Disclosure Statement, Plan, Ballots, Confirmation Hearing Notice, and related documents, including changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation Package before their distribution. Motion Practice 72. 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 73. The Debtors have provided notice of this Motion to the entities on the Master

Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), 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 74. court. 29
K&E 18667565

No prior motion for the relief requested herein has been made to this or any other

30
K&E 18667565

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 further relief as the Court deems just and proper.

New York, New York Dated: April 8, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon 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 Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

31
K&E 18667565

EXHIBIT 1 Solicitation Procedures

K&E 18667566

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

SOLICITATION PROCEDURES1 On May ___, 2011, the Court entered an order approving the Motion and the Solicitation Procedures set forth herein [Docket No. ___] (the Disclosure Statement Order).2 A. The Disclosure Statement Hearing and the Voting Record Date

The Court has established May 10, 2011 as the record date (the Voting Record Date) for purposes of determining, among other things, which Holders of Claims and Interests are entitled to vote on the Plan. B. The Voting Deadline

The Court has approved June 17, 2011 at 4:00 p.m. prevailing Eastern Time as the deadline (the Voting Deadline) for the delivery of Ballots voting to accept or reject the Plan. To be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered by using the return envelope provided or by delivery by: (a) first class mail; (b) overnight courier; or (c) personal delivery, so that they are actually received no later than the Voting Deadline by Omni Management Group, LLC (the Notice and Claims Agent). The Ballots will clearly indicate the appropriate return address. Ballots returnable to the Notice

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion. A copy of the Motion, the Disclosure Statement, and the Plan may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for ballots) at http://www.nysb.uscourts.gov.

K&E 18667566

and Claims Agent should be sent to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. C. Solicitation Procedures

1. The Solicitation Package: The following documents and materials constitute the solicitation package (the Solicitation Package): a. a CD-ROM containing the Disclosure Statement Order (with these Solicitation Procedures, which shall be Exhibit 1 attached thereto) and the approved form of the Disclosure Statement (together with the Plan, which shall be Exhibit A attached thereto); an appropriate form of Ballot and voting instructions with respect thereto (with a pre-addressed, postage prepaid return envelope); where applicable, a letter, in form and substance acceptable to the Debtors, in their discretion, from counsel for the Creditors Committee, urging general unsecured creditors to vote to accept the Plan; the Confirmation Hearing Notice; and such other materials as the Court may direct.

b. c.

d. e.

2. Distribution of the Solicitation Packages: The Debtors intend to serve Solicitation Package on the following Holders of Claims and Interests, who shall be entitled to vote to accept or reject the Plan: a. Holders of Claims for which a Proof of Claim has been timely-filed, as reflected on the Claims Register as of the Voting Record Date; provided, however, that Holders of Claims to which an objection is pending at least 15 days prior to the Confirmation Hearing shall not be entitled to vote unless such Holders become eligible to vote through a Resolution Event in accordance with section D.4 herein; Holders of Claims that are listed in the Debtors Schedules shall receive Solicitation Packages with the exception of those Claims that are scheduled as contingent, unliquidated, disputed, or any combination thereof (excluding such scheduled Claims that have been superseded by a timely-filed Proof of Claim); provided, however, that Holders of Claims that are scheduled as contingent, unliquidated, or disputed for which the applicable Bar Date for such Holder or Beneficial Holder has not passed shall receive Solicitation Packages; Holders whose Claims arise pursuant to an agreement or settlement with the Debtors, as reflected in a document filed with the Court, in an order of the Court or in a document executed by the Debtors pursuant to authority 2
K&E 18667566

b.

c.

granted by the Court, in each case regardless of whether a Proof of Claim has been filed; d. e. Holders of Interests; and The assignee of any transferred or assigned Claim or Interest will receive a Solicitation Package only if: (i) transfer or assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e); and (ii) for Claims, such transfer is reflected on the Claims Register on or before the Voting Record Date.

3. Distribution of Materials: In addition to the distribution of the Solicitation Package as described above, the Debtors will serve paper copies of the Disclosure Statement Order, the Disclosure Statement, and all exhibits to the Disclosure Statement, including the Plan, on the Master Service List (as defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]). 4. Publication of Confirmation Hearing Notice: The Debtors will, following the Disclosure Statement Hearing, publish the Confirmation Hearing Notice (in a format modified for publication), which will contain, among other things, the Confirmation Objection Deadline, the Voting Deadline, and the date that the Confirmation Hearing is first scheduled, in the national edition of the USA Today to provide notification to those entities that may not receive notice by mail, on a date no fewer than 15 calendar days prior to the Voting Deadline. D. Voting and General Tabulation Procedures

1. Vacant Classes: Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement and Solicitation Procedures Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class. 2. Establishing Claim Amounts: In tabulating votes, the following hierarchy will be used to determine the amount of the Claim associated with each vote: a. the amount of the Claim settled and/or agreed upon by the Debtors, as reflected in a document filed with the Court, in an order of the Court, or in a document executed by the Debtors pursuant to authority granted by the Court, in each case regardless of whether a Proof of Claim has been filed; the amount of the Claim allowed (temporarily or otherwise) pursuant to a Resolution Event under the procedures set forth in section D.4 herein; the amount of the Claim contained in a Proof of Claim that has been timely-filed by the applicable Bar Date (or deemed timely-filed by the Court under applicable law) except for any amounts in such Proofs of Claim asserted on account of any Interest accrued after the Petition Date; 3
K&E 18667566

b. c.

provided that Ballots cast by Holders whose Claims are not listed on the Schedules, but that timely file a Proof of Claim in an unliquidated or unknown amount that are not the subject of an objection, will count for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code and will count as Ballots for Claims in the amount of $1.00 solely for the purposes of satisfying the dollar amount provisions of section 1126(c) of the Bankruptcy Code; provided further that to the extent the amount of the Claim contained in the Proof of Claim is different from the amount of the Claim set forth in a document filed with the Court as referenced in section D.1.c herein, the amount of the Claim in the document filed with the Court shall supersede the amount of the Claim set forth on the respective Proof of Claim; d. the amount of the Claim listed in the Schedules, provided that such Claim is not scheduled as contingent, unliquidated, or disputed and has not been paid; provided, however, that if the Holder of a contingent, unliquidated, or disputed Claim is allowed to vote its Claim because the applicable Bar Date has not passed, then the amount of the Claim listed in the Schedules; and in the absence of any of the foregoing, zero.

e.

The amount of the Claim established herein shall control for voting purposes only and shall not constitute the Allowed amount of any Claim or Interest. Moreover, any amounts filled in on Ballots by the Debtors through the Notice and Claims Agent are not binding for any purpose, including for purposes of voting and distribution. 3. General Ballot Tabulation: The following voting procedures and standard assumptions will be used in tabulating Ballots: a. except as otherwise provided herein, unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject such Ballot as invalid and, therefore, decline to count it in connection with Confirmation; the Notice and Claims Agent will date and time-stamp all Ballots when received. The Notice and Claims Agent shall retain all original Ballots and an electronic copy of the same for a period of six years after the Effective Date of the Plan, unless otherwise ordered by the Court; an original executed Ballot is required to be submitted by the entity submitting such Ballot. Delivery of a Ballot to the Notice and Claims Agent by facsimile, e-mail, or any other electronic means shall not be valid; pursuant to Rule 3018-1(a) of the Local Rules for the United States Bankruptcy Court for the Southern District of New York, the Debtors shall file the Voting Report with the Court no later than five calendar days prior 4
K&E 18667566

b.

c.

d.

to the Confirmation Hearing. The Voting Report shall, among other things, delineate every irregular Ballot including, without limitation, those Ballots that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or necessary information, received via facsimile or electronic mail, or damaged. The Voting Report shall indicate the Debtors intentions with regard to such irregular Ballots; e. the method of delivery of Ballots to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Ballot; no Ballot should be sent to any of the Debtors, the Debtors agents (other than the Notice and Claims Agent), any indenture trustee (unless specifically instructed to do so), or the Debtors financial or legal advisors and if so sent will not be counted; if multiple Ballots are received from the same Holder of a Claim or Interest with respect to the same Claim or Interest prior to the Voting Deadline, the latest-dated valid Ballot received prior to the Voting Deadline will supersede and revoke any prior dated Ballot; Holders must vote all of their Claims or Interests within a particular Class either to accept or reject the Plan and may not split any such votes. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Further, if a Holder has multiple Claims or Interests within the same Class, the Debtors may, in their sole discretion, aggregate the Claims or Interests of any particular Holder within a Class for the purpose of counting votes; a person signing a Ballot in its capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity must indicate such capacity when signing and, if required or requested by the applicable nominee or its agent, the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party to so act on behalf of such Holder; the Debtors, subject to contrary order of the Court, may waive any defects or irregularities as to any particular Ballot at any time, either before or after the close of voting, and any such waivers shall be documented in the Voting Report; neither the Debtors, nor any other entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots

f.

g.

h.

i.

j.

k.

5
K&E 18667566

other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification; l. unless waived by the Debtors, subject to contrary order of the Court, any defects or irregularities in connection with deliveries of Ballots must be cured prior to the Voting Deadline or such Ballots will not be counted; in the event a designation for lack of good faith is requested by a party in interest under section 1126(e) of the Bankruptcy Code, the Court will determine whether any vote to accept and/or reject the Plan cast with respect to that Claim or Interest will be counted for purposes of determining whether the Plan has been accepted and/or rejected by such Claim or Interest; subject to any contrary order of the Court, the Debtors reserve the right to reject any and all Ballots not in proper form, the acceptance of which, in the opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code or the Bankruptcy Rules; provided, however, that any such rejections shall be documented in the Voting Report; if a Claim or Interest has been estimated or otherwise Allowed for voting purposes by an order of the Court pursuant to Bankruptcy Rule 3018(a), such Claim or Interest shall be temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only and not for purposes of allowance or distribution; any Holder of a Claim or Interest entitled to vote that has delivered a valid Ballot may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a); with respect to any non-vacant Class of Claims or Interests that is not deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code, if each Holder of a Claim or Interest in such Class fails to cast a qualifying vote to accept or to reject the Plan, including if such failure is the result of any Holder having been designated in accordance with section 1126(e) of the Bankruptcy Code, then any such Class shall be deemed to have accepted the Plan, and such Class shall be treated in the same manner for voting purposes as if all Holders of Claims or Interests in such Class had cast qualifying votes to accept the Plan satisfying section 1129(a)(8)(A) of the Bankruptcy Code; if an objection to a Claim or Interest is filed, such Claim or Interest shall be treated in accordance with the procedures set forth herein; and the following Ballots shall or rejection of the Plan: insufficient information to Claim or Interest; (ii) any 6
K&E 18667566

m.

n.

o.

p.

q.

r. s.

not be counted in determining the acceptance (i) any Ballot that is illegible or contains permit the identification of the Holder of the Ballot cast by an entity that does not hold a

Claim or Interest in a Class that is entitled to vote on the Plan or an entity that is not otherwise entitled to vote pursuant to the procedures described herein; (iii) any Ballot cast for a Claim scheduled as contingent, unliquidated or disputed for which the applicable Bar Date has passed and no Proof of Claim was timely filed; (iv) any unsigned Ballot; and (v) any Ballot not marked to accept or reject the Plan or any Ballot marked both to accept and reject the Plan. 4. Temporary Allowance of Claims for Voting Purposes: If a Holder of a Claim or Interest is subject to a pending objection as of the Voting Record Date, the Holder of such Claim or Interest cannot vote unless at least five days before the Voting Deadline one of the following occurs (each, a Resolution Event): a. b. an order of the Court is entered allowing such Claim or Interest pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing; an order of the Court is entered temporarily allowing such Claim or Interest for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors resolving the objection and allowing such Claim or Interest in an agreed-upon amount; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors temporarily allowing the Holder of such Claim or Interest to vote its Claim in an agreed-upon amount; or the pending objection to such Claim or Interest is voluntarily withdrawn by the Debtors.

c.

d.

e.

No later than two Business Days after a Resolution Event, the Notice and Claims Agent shall distribute a Solicitation Package and a pre-addressed, postage prepaid envelope to the relevant Holder of such temporarily allowed Claim or Interest that has been allowed for voting purposes only (or for other purposes as set forth in an applicable order of the Court) by such Resolution Event, which must be returned according to the instructions on the Ballot by no later than the Voting Deadline. If the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest after the Voting Record Date, but at least 15 days prior to the Confirmation Hearing, the Debtors notice of objection will inform such Holder of the rules applicable to Claims or Interests subject to a pending objection and the procedures for temporary allowance for voting purposes. Furthermore, if the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest less than 15 days prior to the Confirmation Hearing, the Holders Claim or Interest shall be deemed temporarily allowed for voting purposes only without further action by the Holder of such Claim or Interest and without further order of the Court. 7
K&E 18667566

5. Forms of Notices to Unclassified Claims and Fully Impaired Classes: Unclassified Claims or Interests are not entitled to vote because they are fully impaired and are deemed to reject the Plan under section 1126(g) of the Bankruptcy Code will receive only the Confirmation Hearing Notice and either the Non-Voting Status NoticeClaims Not Classified or Non-Voting Status NoticeDeemed to Reject, as applicable. The Non-Voting Status NoticeClaims Not Classified and the Non-Voting Status NoticeDeemed to Reject, substantially in the form attached to the Motion as Exhibit D and Exhibit E, respectively, will instruct the Holders how they may obtain copies of the documents contained in the Solicitation Package (excluding Ballots). Certain Holders of Claims or Interests that are not entitled to vote because they are Impaired are not entitled to receive any recovery under the Plan and are therefore deemed to reject the Plan under section 1126(g) of the Bankruptcy Code. Such Holders will receive only the Confirmation Hearing Notice and the Non-Voting Status Notice Deemed to Reject. 6. Forms of Notice to Executory Contract and Unexpired Lease Counterparties: Certain counterparties to rejected Executory Contracts or Unexpired Leases may be entitled to vote as Holders of Classes FF5, A5A, A5B, A5C, O4A, O4B, or R4 and will receive only the Confirmation Hearing Notice and the Notice to Counterparties to Rejected Executory Contracts and Unexpired Leases, substantially in the form attached to the Motion as Exhibit F, which will instruct the Holders on how they may file a Proof of Claim in order to vote to accept or reject the Plan and obtain copies of the documents contained in the Solicitation Package. E. Release, Exculpation and Injunction Language in the Plan

THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS IN ARTICLE VIII OF THE PLAN WILL BE SUMMARIZED IN THE DISCLOSURE STATEMENT AND FURTHER NOTICE IS PROVIDED WITH RESPECT TO SUCH PROVISIONS IN THE SOLICITATION NOTICE. F. Amendments to the Plan and the Solicitation Procedures

THE DEBTORS EXPRESSLY RESERVE THE RIGHT TO AMEND FROM TIME TO TIME THE TERMS OF THE PLAN IN ACCORDANCE WITH THE TERMS THEREOF (SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF SECTION 1127 OF THE BANKRUPTCY CODE AND THE TERMS OF THE PLAN REGARDING MODIFICATION). THE DEBTORS EXPRESSLY RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THE SOLICITATION PROCEDURES TO BETTER FACILITATE THE SOLICITATION PROCESS.

8
K&E 18667566

EXHIBIT 2 Proposed Form of Confirmation Hearing Notice

K&E 18667575.7

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

CONFIRMATION HEARING NOTICE1 TO ALL HOLDERS OF CLAIMS AND INTERESTS AND PARTIES IN INTEREST: 1. Court Approval of the Disclosure Statement and the Solicitation Procedures. On __________, 2011, the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order (the Disclosure Statement Order) that, among other things: (a) approved the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as amended from time to time and including all exhibits and supplements thereto, the Disclosure Statement) as containing adequate information, as required under section 1125(a) of the Bankruptcy Code; and (b) authorized Innkeepers USA Trust and its debtor-affiliates (collectively, the Debtors) to solicit votes to accept or reject the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan).2 Voting Record Date. The Voting Record Date for the purpose of determining which Holders of Claims or Interests are entitled to vote on the Plan is May 10, 2011, at 10:00 a.m. prevailing Eastern Time. Voting Deadline. If you hold a Claim or Interest against one of the Debtors as of the Voting Record Date and are entitled to vote to accept or reject the Plan, then you have received a Ballot accompanied by voting instructions (Voting Instructions) appropriate for your Claim(s) or Interest(s). For your vote to accept or reject the Plan to
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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Disclosure Statement or the Plan.

2.

3.

K&E 18667575.7

be counted, you must follow the Voting Instructions, complete all required information on the Ballot and, execute and return the completed Ballot so that it is actually received in accordance with the Voting Instructions at the address indicated on the Ballot by June 17, 2011, at 4:00 p.m. prevailing Eastern Time (the Voting Deadline). Any failure to follow the Voting Instructions included with the Ballot may disqualify your Ballot and your vote on the Plan. 4. Objections to the Plan. The Court has established June 10, 2011, at 4:00 p.m. prevailing Eastern Time as the last date and time for filing and serving objections to the confirm the Plan (the Confirmation Objection Deadline). Any objection to the Plan must (a) be in writing, (b) conform to the Bankruptcy Rules and the Local Bankruptcy Rules, (c) state the name and address of the objecting party and the amount and nature of the claim or interest of such entity, (d) state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection, and (e) be filed, contemporaneously with a proof of service, with the Court and served so that it is actually received by Kirkland & Ellis LLP at 300 North LaSalle, Chicago, Illinois 60654, Attn: Anup Sathy, P.C. (anup.sathy@kirkland.com) and 601 Lexington Avenue, New York, New York 10022, Attn: Brian S. Lennon (brian.lennon@kirkland.com), and 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, no later than the Confirmation Objection Deadline. Unless an objection to the Plan is timely served and filed, it may not be considered by the Court. Confirmation Hearing. A hearing to confirm the Plan (the Confirmation Hearing) will commence on June 23, 2011 at __:__ _.m. prevailing Eastern Time 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. The Confirmation Hearing may be continued from time to time without further notice other than an adjournment announced in open court or a notice of adjournment filed with the Court and served on the entities that have filed objections to the Plan, without further notice to other parties in interest. The Court, in its discretion and prior to the Confirmation Hearing, may put in place additional procedures governing that hearing. The Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing without further notice to parties in interest. Inquiries. The Debtors are serving paper copies of the Disclosure Statement Order, the Disclosure Statement, and all exhibits to the Disclosure Statement, including the Plan, on the Master Service List (as defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]). All Holders of Claims or Interests entitled to vote to accept or reject the Plan will receive a Solicitation Package, which includes CD-ROM copies of the Disclosure Statement Order, the Disclosure Statement, and all exhibits thereto, and a paper copy of the applicable Ballot(s), this Notice, and, where applicable, a letter, in form and substance acceptable to the Debtors, in their discretion, from counsel for the Creditors Committee urging the Holders of General Unsecured Claims to vote to 2
K&E 18667575.7

5.

6.

accept the Plan. The Solicitation Package may also be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov. The Notice and Claims Agent will answer questions regarding the procedures and requirements for voting to accept or reject the Plan and for objecting to the Plan, provide additional copies of all materials, and oversee the voting tabulation.

3
K&E 18667575.7

EXHIBIT 3 Proposed Form of Ballots

K&E 18667564

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

BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE CLASS [] [CLASS NAME]1 PLEASE READ AND CAREFULLY FOLLOW THE ENCLOSED INSTRUCTIONS BEFORE COMPLETING THE BALLOT THIS BALLOT MUST BE ACTUALLY RECEIVED BY THE NOTICE AND CLAIMS AGENT BY JUNE [__], 2011, AT 4:00 P.M. PREVAILING EASTERN TIME (THE VOTING DEADLINE)

The Debtors have sent this Ballot to you because our records indicate you are a Holder of a Class [] [Class Name], and, accordingly, you have a right to vote to accept or reject the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan).2

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan, Disclosure Statement for the Debtors Chapter 11 Plans and all exhibits related thereto (the Disclosure Statement), or the Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents To Be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedure (the Disclosure Statement Order).

K&E 18667564

Your rights are described in the Disclosure Statement. The Disclosure Statement, the Plan, the Disclosure Statement Order, and certain other materials contained in the Solicitation Package are included among the materials you are receiving with this Ballot. Additionally, the Solicitation Package can be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov. The Court has approved the Disclosure Statement as containing adequate information as required under section 1125 of the Bankruptcy Code. Court approval of the Disclosure Statement does not indicate approval of the Plan by the Court. This Ballot may not be used for any purpose other than to vote to accept or reject the Plan. If you believe you have received this Ballot in error, please contact the Notice and Claims Agent at the address or telephone number set forth above. You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the Plans classification and treatment of your Claim or Interest. Your Claim or Interest has been placed in Class [] [Class Name] under the Plan. If you hold Claims or Interests in more than one Class, you will receive a Ballot for each Class in which you are entitled to vote. If the Notice and Claims Agent does not receive your Ballot on or before the Voting Deadline, which is June [__], 2011, at 4:00 p.m. prevailing Eastern Time, and if the Voting Deadline is not extended, at the Debtors sole discretion, your vote as either an acceptance or rejection of the Plan will not count. If the Court confirms the Plan, it will bind you regardless of whether you vote. Item 1. Principal Amount of Class [] [Class Name]. The undersigned hereby certifies that as of the Voting Record Date, May 10, 2011, at 10:00 a.m. Eastern Time, the undersigned was the Holder of a Class [] [Class Name] against the Debtors in the following amount (insert amount in box below):

$____________________

Item 2. Class [] [Class Name] Vote on the Plan. The Holder of the Class [] [Class Name] set forth in Item 1 votes to (please check one): ACCEPT THE PLAN REJECT THE PLAN

ANY BALLOT EXECUTED BY THE HOLDER OF A CLAIM OR INTEREST THAT INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN OR 2
K&E 18667564

DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN WILL NOT BE COUNTED. Item 3. Certifications By signing this Ballot, the undersigned certifies to the Court and the Debtors: a. either: (i) the Entity is the Holder of the Class [] Claims or Interests being voted; or (ii) the Entity is an authorized signatory for an Entity that is a Holder of the Class [] Claims or Interests being voted; the Entity has received a copy of the Disclosure Statement and the Solicitation Package and acknowledges the solicitation is being made pursuant to the terms and conditions set forth therein; the Entity has cast the same vote with respect to all Class [] Claims or Interests; and no other Ballots with respect to the amount of the Class [] Claims or Interests identified in Item 1 have been cast or, if any other Ballots have been cast with respect to such Claims or Interests, then any such Ballots dated earlier are hereby revoked. Name of Holder: (Please print or type) Social Security Number or Federal Tax Identification Number:

b.

c. d.

Signature:

Name of Signatory: (If other than Holder) Title:

Address:

Date Completed:

3
K&E 18667564

PLEASE COMPLETE, SIGN, AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE RETURN ENVELOPE PROVIDED. THE BALLOT MAY ALSO BE SENT AS FOLLOWS: By First Class Mail, Overnight Delivery, or Hand Delivery to: Innkeepers USA Trust c/o Omni Management Group, LLC 16161 Ventura Boulevard, Suite C PMB 606 Encino, California 91436

YOUR BALLOT MUST BE RECEIVED BY THE VOTING DEADLINE, WHICH IS JUNE [__], 2011, AT 4:00 P.M. PREVAILING EASTERN TIME.

4
K&E 18667564

INSTRUCTIONS FOR COMPLETING BALLOTS 1. The Debtors are soliciting the votes of Holders of Claims or Interests with respect to the Plan attached as Exhibit A to the Disclosure Statement. Capitalized terms used in the Ballot or in these instructions (the Voting Instructions) but not otherwise defined therein or herein shall have the meaning set forth in the Plan, the Disclosure Statement, or the Disclosure Statement Order, copies of which also accompany the Ballot. The Court may confirm the Plan and thereby bind you by the terms of the Plan if, among other things, the Plan is confirmed. Please review the Disclosure Statement for more information. To ensure your vote is counted, you must: (a) complete the Ballot; (b) indicate your decision either to accept or reject the Plan in the boxes provided in Item 2 of the Ballot; and (c) sign and return the Ballot to the address set forth on the enclosed pre-addressed envelope. The Voting Deadline for the receipt of Ballots by the Notice and Claims Agent is June [__], 2011, at 4:00 p.m. prevailing Eastern Time. Your completed Ballot must be received by the Notice and Claims Agent on or before the Voting Deadline. You must vote all of your Claims or Interests within a particular Class either to accept or reject the Plan and may not split your vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Further, if a Holder has multiple Claims or Interests within the same Class, the Debtors may, in their sole discretion, aggregate the Claims or Interests of any particular Holder within a Class for the purpose of counting votes. If a Ballot is received after the Voting Deadline, it will not be counted unless the Debtors, in their sole discretion, determine otherwise. The method of delivery of Ballots to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Ballot. Instead of effecting delivery by mail, it is recommended, though not required, that Holders use an overnight or hand delivery service. In all cases, Holders should allow sufficient time to assure timely delivery. Delivery of a Ballot to the Notice and Claims Agent by facsimile, e-mail, or any other electronic means will not be valid. No Ballot should be sent to any of the Debtors, the Debtors agents (other than the Notice and Claims Agent), any indenture trustee, or the Debtors financial or legal advisors and if so sent will not be counted. If multiple Ballots are received from the same Holder of a Claim or Interest with respect to the same Claim or Interests prior to the Voting Deadline, the last dated valid Ballot timely received will supersede and revoke any earlier dated Ballots. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan. Accordingly, at this time, Holders of Claims or Interests should not surrender certificates or instruments representing or evidencing their Claims or Interests, and neither the Debtors nor the Notice and Claims Agent will accept delivery of any such certificates or instruments surrendered together with a Ballot. 5
K&E 18667564

2.

3.

4.

5.

6.

7.

8. 9.

This Ballot does not constitute, and shall not be deemed to be: (a) a Proof of Claim or Interest; or (b) an assertion or admission of a Claim or Interest. Please be sure to sign and date your Ballot. If you are signing a Ballot in your capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity, you should indicate such capacity when signing and, if requested by the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party to so act on behalf of such Holder. In addition, please provide your name and mailing address if it is different from that set forth on the attached mailing label or if no such mailing label is attached to the Ballot. If you hold Claims or Interests in more than one Class under the Plan or in multiple accounts, you may receive more than one Ballot coded for each different Class or account. Each Ballot votes only your Claims indicated on that Ballot. Please complete and return each Ballot you have received. The following Ballots shall not be counted in determining the acceptance or rejection of the Plan: (a) any Ballot that is illegible or contains insufficient information to permit the identification of the Holder of the Claim or Interest; (b) any Ballot cast by an entity that does not hold a Claim or Interest in a Class that is entitled to vote on the Plan or an entity that is not otherwise entitled to vote pursuant to the Solicitation Procedures; (c) any Ballot cast for a Claim or Interest scheduled as contingent, unliquidated, or disputed for which the applicable Bar Date has passed and no Proof of Claim was timely filed; (d) any unsigned Ballot; and (e) any Ballot not marked to accept or reject the Plan or any Ballot marked both to accept and reject the Plan. If you believe you have received the wrong Ballot, you should contact the Notice and Claims Agent immediately at (866) 989-6147.

10.

11.

12.

6
K&E 18667564

PLEASE MAIL YOUR BALLOT PROMPTLY! IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CONTACT THE NOTICE AND CLAIMS AGENT AT (866) 989-6147.

7
K&E 18667564

EXHIBIT 4 Proposed Form of Notice of Non-Voting StatusClaims Not Classified

K&E 18667563

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

NOTICE OF NON-VOTING STATUS OF CLAIMS NOT CLASSIFIED BY THE DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE1 PLEASE TAKE NOTICE THAT on __________, 2011, the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order (the Disclosure Statement Order) that, among other things: (a) approved the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as amended from time to time and including all exhibits and supplements thereto, the Disclosure Statement) as containing adequate information, as required under section 1125(a) of the Bankruptcy Code; and (b) authorized Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), to solicit votes with regard to the acceptance or rejection of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan).2 PLEASE TAKE FURTHER NOTICE THAT the Debtors Disclosure Statement, Disclosure Statement Order, Plan, and other documents and materials included in the Solicitation Package (except the Ballots) may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov.

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Disclosure Statement or the Plan.

K&E 18667563

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because, under the terms of Article II of the Plan, your Claim(s) is/are unclassified pursuant to section 1123(a)(1) of the Bankruptcy Code and, therefore, you are not entitled to vote on the Plan. Accordingly, this notice and the Confirmation Hearing Notice are being sent to you for informational purposes only. If you have any questions about the status of your Claim(s), you should contact the Debtors Notice and Claims Agent in accordance with the instructions provided above.

2
K&E 18667563

EXHIBIT 5 Proposed Form of Notice of Non-Voting StatusDeemed to Reject

K&E 18667577

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

NOTICE OF NON-VOTING STATUS OF IMPAIRED CLASSES DEEMED TO REJECT THE DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE1 PLEASE TAKE NOTICE THAT on __________, 2011, the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order (the Disclosure Statement Order) that, among other things: (a) approved the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as amended from time to time and including all exhibits and supplements thereto, the Disclosure Statement) as containing adequate information, as required under section 1125(a) of the Bankruptcy Code; and (b) authorized Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), to solicit votes with regard to the acceptance or rejection of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan).2 PLEASE TAKE FURTHER NOTICE THAT the Debtors Disclosure Statement, Disclosure Statement Order, Plan, and other documents and materials included in the Solicitation Package (except the Ballots) may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov.

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Disclosure Statement or the Plan.

K&E 18667577

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because, under the terms of Article III of the Plan, your Claim(s) against the Debtors are fully Impaired and, pursuant to section 1126(g) of the Bankruptcy Code, you are deemed to have rejected the Plan and are, therefore, not entitled to vote on the Plan. Accordingly, this notice and the Confirmation Hearing Notice are being sent to you for informational purposes only. If you have any questions about the status of any of your Claim(s) or Interest(s), you should contact the Debtors Notice and Claims Agent in accordance with the instructions provided above.

2
K&E 18667577

EXHIBIT 6 Proposed Form of Notice to Counterparties to Assumed Executory Contracts and Unexpired Leases

K&E 18667571

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

NOTICE TO COUNTERPARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES BEING ASSUMED BY THE DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE1 PLEASE TAKE NOTICE that on _______, 2011 the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order [Docket No. ___] (the Disclosure Statement Order) approving the Disclosure Statement for the Debtors Chapter 11 Plans (the Disclosure Statement) for use by the Debtors in soliciting acceptances or rejections of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan)2 from the Voting Classes. Article V of the Plan provides that each Executory Contract and Unexpired Lease of a Debtor shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date applicable to such Debtor, except for those Executory Contracts or Unexpired Leases: 1. identified on the list of assumed and assigned Executory Contracts and Unexpired Leases in the Plan Supplement; 2. that are the subject of a motion to assume and assign or reject pending on the Effective Date applicable to such Debtor (in which case such assumption and assignment or rejection and the effective date thereof shall remain subject to a Final Order);

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan or the Disclosure Statement.

K&E 18667571

3. that are subject to a motion to reject with a requested effective date of rejection after the Effective Date applicable to such Debtor; or 4. that are otherwise expressly assumed and assigned or rejected pursuant to the Plan. You are receiving this notice because you or one of your affiliates is a counterparty to an Executory Contract or an Unexpired Lease3 listed below with one or more of the Debtors: [Counterparty Name] [Contract/Lease] [Cure Obligation]

The Debtors intend to assume the Executory Contracts or Unexpired Leases listed above to which you are a counterparty. The Debtors have conducted a review of their books and records and have determined that the Cure Obligation is as set forth above. Any objection by a counterparty to an Executory Contract or Unexpired Lease to a proposed assumption and assignment or related Cure Obligations must be Filed, served, and actually received by the Debtors by 30 days after the Effective Date of the Joint Plan applicable to the Debtor that is the counterparty to the Executory Contract or Unexpired Lease. If you fail to object in a timely manner to the proposed assumption or Cure Obligation with respect to any Executory Contract or Unexpired Lease, you will be deemed to have assented to such assumption and Cure Obligation. In the event of a dispute regarding: (a) any Cure Obligation; (b) the ability of the PostEffective Date Debtors or any assignee, as applicable, to provide adequate assurance of future performance (within the meaning of section 365 of the Bankruptcy Code) under any of your Executory Contracts or Unexpired Leases; or (c) any other matter pertaining to assumption or assumption and assignment of any of your Executory Contracts or Unexpired Leases, the satisfaction of any Cure Obligation will be made following the entry of a Final Order resolving the dispute and approving the assumption and assignment of such Executory Contracts or Unexpired Leases; provided, however, that prior to the Effective Date, the Debtors, or the PostEffective Date Debtors or any assignee, as applicable, may settle any dispute regarding such Cure Obligation without further notice to or action, order, or approval of the Court. The Debtors or the Post-Effective Date Debtors, as applicable, reserve the right to reject, or nullify the assumption and assignment of, any Executory Contract or Unexpired Lease no later than 30 days after a Final Order determining the Cure Obligations, any request for adequate assurance of future performance required to assume and assign such Executory Contract or Unexpired Lease, and any other matter pertaining to assumption and/or assignment. Assumption and assignment of any Executory Contract or Unexpired Lease pursuant to the Plan, or otherwise, shall result in the full release and satisfaction of any Claims or defaults, subject to satisfaction of the Cure Obligations, whether monetary or nonmonetary, including defaults of provisions restricting the change in control or ownership interest composition or other

This Notice is being sent to counterparties to Executory Contracts and Unexpired Leases. This Notice is not an admission by the Debtors that such contract or lease is executory or unexpired.

2
K&E 18667571

bankruptcy-related defaults, arising under any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of assumption and/or assignment. Anything in the Schedules and any Proofs of Claim Filed with respect to an Executory Contract or Unexpired Lease that has been assumed and assigned shall be deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy Court or any other Entity. YOUR STATUS AS A COUNTERPARTY TO AN EXECUTORY CONTRACT AND/OR AN UNEXPIRED LEASE DOES NOT IN AND OF ITSELF ENTITLE YOU TO VOTE ON THE PLAN. Accordingly, this notice and the Confirmation Hearing Notice are being sent to you for informational purposes only. The Debtors Disclosure Statement, Disclosure Statement Order, Plan, and other documents constituting the Solicitation Package may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov. If you have any questions about this Notice, you should contact the Debtors Notice and Claims Agent at the address or telephone number set forth above.

3
K&E 18667571

EXHIBIT 7 Proposed Form of Notice to Counterparties to Rejected Executory Contracts and Unexpired Leases

K&E 18667573

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

NOTICE TO COUNTERPARTIES TO OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES BEING REJECTED BY THE DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE1 PLEASE TAKE NOTICE that on _______, 2011 the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order [Docket No. ___] (the Disclosure Statement Order) approving the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure Statement) for use by the Debtors in soliciting acceptances or rejections of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan)2 from the Voting Classes. Article V of the Plan provides that each Executory Contract and Unexpired Lease of a Debtor shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date applicable to such Debtor, except for those Executory Contracts or Unexpired Leases: 1. identified on the list of assumed and assigned Executory Contracts and Unexpired Leases in the Plan Supplement; 2. that are the subject of a motion to assume and assign or reject pending on the Effective Date applicable to such Debtor (in which case such assumption and assignment or rejection and the effective date thereof shall remain subject to a Final Order);
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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan or the Disclosure Statement.

K&E 18667573

3. that are subject to a motion to reject with a requested effective date of rejection after the Effective Date applicable to such Debtor; or 4. that are otherwise expressly assumed and assigned or rejected pursuant to the Plan. You are receiving this notice because you or one of your affiliates is a counterparty to an Executory Contract or an Unexpired Lease3 listed below with one or more of the Debtors: [Counterparty Name] [Contract/Lease]

The Debtors intend to reject the Executory Contracts or Unexpired Leases listed above to which you are a counterparty. As a result of the Executory Contracts or Unexpired Leases to which you are a counterparty being rejected, you may be entitled to an unsecured claim for which a Proof of Claim must be filed. Pursuant to the Plan, if the rejection of your Executory Contracts or Unexpired Leases gives rise to a Claim by you, unless otherwise provided by an order of the Court, any Proofs of Claim based on the rejection of the Debtors Executory Contracts or Unexpired Leases pursuant to the Plan or otherwise, must be filed with the Notice and Claims Agent no later than the later of (a) 30 days after the Effective Date of the Joint Plan applicable to the Debtor whom the Claim is against and (b) thirty days following the Effective Date applicable to the Debtors. Any Proofs of Claim arising from the rejection of the Executory Contracts or Unexpired Leases that are not timely filed shall not (a) be treated as a creditor with respect to such Claim, (b) be permitted to vote to accept or reject the Plan, or (c) participate in any distribution in the Chapter 11 Cases on account of such Claim, and such Claim shall be deemed fully satisfied, released, settled and compromised, and be subject to the permanent injunction set forth in Article VIII of the Plan, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of your Executory Contracts and Unexpired Leases shall be classified as general unsecured claims against the applicable Debtor(s) and shall be treated in accordance with Article III.B of the Plan. YOUR STATUS AS A COUNTERPARTY TO AN EXECUTORY CONTRACT AND/OR AN UNEXPIRED LEASE DOES NOT IN AND OF ITSELF ENTITLE YOU TO VOTE ON THE PLAN. Accordingly, this notice and the Confirmation Hearing Notice are being sent to you for informational purposes only. The Debtors Disclosure Statement, Disclosure Statement Order, Plan, and other documents constituting the Solicitation Package may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov. If you have any questions about this Notice, you

This Notice is being sent to counterparties to Executory Contracts and Unexpired Leases. This Notice is not an admission by the Debtors that such contract or lease is executory or unexpired.

2
K&E 18667573

should contact the Debtors Notice and Claims Agent at the address or telephone number set forth above.

3
K&E 18667573

EXHIBIT 8 Proposed Form of Notice of Non-Voting StatusDisputed Claims or Interests

K&E 18667576

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

NOTICE OF NON-VOTING STATUS FOR DISPUTED CLAIMS OR INTERESTS1 PLEASE TAKE NOTICE THAT on __________, 2011, the United States Bankruptcy Court for the Southern District of New York (the Court) entered an order (the Disclosure Statement Order) that, among other things: (a) approved the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as amended from time to time and including all exhibits and supplements thereto, the Disclosure Statement) as containing adequate information, as required under section 1125(a) of the Bankruptcy Code; and (b) authorized Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), to solicit votes to accept or reject the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan).2 PLEASE TAKE FURTHER NOTICE THAT the Debtors Disclosure Statement, Disclosure Statement Order, Plan, and other documents and materials included in the Solicitation Package (except the Ballots) may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov.

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Disclosure Statement or the Plan.

K&E 18667576

PLEASE TAKE FURTHER NOTICE THAT you are receiving this notice because, as of the Voting Record Date, May 10, 2011, you are the Holder of a Claim or Interest that is subject to a pending objection by the Debtors. You are not entitled to vote on the Debtors Plan unless at least five days before the Voting Deadline unless one of the following occurs (each, a Resolution Event): a. b. an order of the Court is entered allowing such Claim or Interest pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing; an order of the Court is entered temporarily allowing such Claim or Interest for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors resolving the objection and allowing such Claim or Interest in an agreed-upon amount; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors temporarily allowing the Holder of such Claim or Interest to vote its Claim in an agreed-upon amount; or the pending objection to such Claim or Interest is voluntarily withdrawn by the Debtors.

c.

d.

e.

If a Resolution Event occurs, then no later than two business days thereafter, the Notice and Claims Agent shall distribute a Solicitation Package and a pre-addressed, postage prepaid envelope to you, which must be returned to the Notice and Claims Agent no later than the Voting Deadline, which is June 17, 2011 at 4:00 p.m. prevailing Eastern Time. If you have any questions about the status of any of your Claim(s) or Interest(s), you should contact the Debtors Notice and Claims Agent in accordance with the instructions provided above.

2
K&E 18667576

EXHIBIT 9 Proposed Form of Disclosure Statement Hearing Notice

K&E 18667570

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

NOTICE OF DISCLOSURE STATEMENT HEARING1 TO ALL HOLDERS OF CLAIMS AND INTERESTS AND PARTIES IN INTEREST: PLEASE TAKE NOTICE THAT, on April 8, 2011, Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors) filed: (a) the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure Statement); and (b) the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan). Contemporaneously therewith, the Debtors filed the Debtors Motion for Entry of an Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents To Be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedures [Docket No. ___] (the Motion).2 PLEASE TAKE FURTHER NOTICE THAT a hearing to consider the entry of an order finding that, among other things, the Disclosure Statement contains adequate information, as required by section 1125 of the Bankruptcy Code, will commence on May 10, 2011, at 10:00 a.m. prevailing Eastern Time 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 (the Disclosure Statement Hearing). The Disclosure Statement Hearing may be continued from time to time without further notice other than an adjournment announced in open court or a notice of adjournment filed with the Court and served on the
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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan or the Disclosure Statement.

K&E 18667570

entities who have filed objections to the Disclosure Statement, without further notice to other parties in interest. The Court, in its discretion and prior to the Disclosure Statement Hearing, may put in place additional procedures governing that hearing. PLEASE TAKE FURTHER NOTICE THAT the Disclosure Statement, Plan, and related documents and materials may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for Ballots) at http://www.nysb.uscourts.gov. PLEASE TAKE FURTHER NOTICE THAT, pursuant to the Motion, the Debtors seek to establish May 10, 2011, at 10:00 a.m. prevailing Eastern Time as the Voting Record Date for determining the Holders of Claims eligible to vote to accept or reject the Plan. PLEASE TAKE FURTHER NOTICE THAT responses and objections, if any, to the Motion: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure, all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than May 6, 2011 at 4:00 p.m. prevailing Eastern Time by Kirkland & Ellis LLP at 300 North LaSalle, Chicago, Illinois 60654, Attn: Anup Sathy, P.C. (anup.sathy@kirkland.com) and 601 Lexington Avenue, New York, New York 10022, Attn: Brian S. Lennon (brian.lennon@kirkland.com), and 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. Only those objections that are timely filed, served, and received will be considered.

2
K&E 18667570