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. 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

PROPOSED AGENDA FOR JULY 21, 2011 OMNIBUS HEARING1

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.

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Time and Date of Hearing: Location of Hearing:

July 21, 2011 at 3:00 p.m. (prevailing Eastern Time) Hon. Shelley C. Chapman United States Bankruptcy Court for the Southern District of New York Courtroom No. 610 One Bowling Green Alexander Hamilton Custom House New York, New York 10004 A copy of each pleading can be viewed on the Courts website at ecf.nysb.uscourts.gov and at the website of the Debtors notice and claims agent, Omni Management Group, LLC (Omni), at www.omnimgt.com/innkeepers. Further information may be obtained by calling Omni at (866) 989-6147.

Copies of Motions:

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Contested Matters A. Five Mile Bidders Application Pursuant to Sections 503(b)(3)(D) and 503(b)(4) of the Bankruptcy Code for Allowance and Payment of Administrative Expense Claims [Docket No. 1643] Responses Received: 1. Objection to Five Mile Bidders Application Pursuant to Sections 503(b)(3)(D) and 503(b)(4) of the Bankruptcy Code for Allowance and Payment of Administrative Expense Claims [Docket No. 1912] Debtors Response to Five Mile Bidder Groups Application Pursuant to Sections 503(b)(3)(D) and 503(b)(4) of the Bankruptcy Code for Allowance and Payment of Administrative Expense Claims [Docket No. 1914]

2.

Status: This matter is currently scheduled to go forward on a contested basis. B. Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced, and Equity Interest Claim) [Docket No. 1125] Declaration of Todd Brents in Support of Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced, and Equity Interest Claim) [Docket No. 1126] Responses Received: 1. Oakland County Treasurers Response to Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced and Equity Interest Claim) [Docket No. 1133] Response by Commissioner of Massachusetts Department of Revenue to Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced and Equity Interest Claim) [Docket No. 1359] Georgia Department of Revenues Response to Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced and Equity Interest Claim) [Docket No. 1372] Response in Opposition of Carrollton-Farmers Branch Independent School District to Debtors Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced and Equity Interest Claim) [Docket No. 1405] 3
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2.

3.

4.

5. 6. 7.

Fulton County Tax Commissioners Response in Opposition to Debtors Fourth Omnibus Objection (Fulton County Claim No. 114) [Docket No. 1407] Response of Dallas County and Tarrant County to Debtors Fourth Omnibus Objection to Claims [Docket No. 1418] Response of Benenson Capital Company and Rofar Realty Company, Inc. to Debtors Fourth and Sixth Omnibus Objection to Claims [Docket No. 1913]

Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants. Status: This matter will be going forward on an uncontested basis with respect to claim nos. 114, 493, 704, 835, 846, 1382, 1487, 1510, 1670, 1736, 1737, 1738, 1767, 1768, 1769, and 1770. This matter is currently scheduled to go forward on a contested basis with respect to claim no. 935 submitted on behalf of Leandro Espejo and claim no. 1548 submitted on behalf of Marx Realty & Improvement Co., Inc. The Debtors have resolved the remaining responses and replies. The Debtors will submit a supplemental form of proposed order to the Court. C. Debtors Sixth Omnibus [Docket No. 1129] Objection to Claims (Wrong Debtor Claims)

Declaration of Todd Brents in Support of Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1130] Responses Received: 1. 2. 3. 4. Marriott International, Inc.s Response to Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1402] C-III Asset Management LLCs Response to Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1408] CWCapital Asset Management LLCs Response to Debtors Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1409] Response of Benenson Capital Company and Rofar Realty Company, Inc. to Debtors Fourth and Sixth Omnibus Objection to Claims [Docket No. 1913]

Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants. Status: This matter will be going forward on an uncontested basis with respect to claim nos. 878, 1039, 1041, 1085, 1091, 1324, 1354, 1388, 1409, 1433, 1451, 1463, 1464, 1467, 1471, 1478, 1482, 1496, 1500, 1503, and 1517. This matter is currently scheduled to go forward on a contested basis with respect to claim no. 1547 submitted on behalf of Marx Realty & Improvement Co., Inc. The claims of Marriott International, Inc.claim 4
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nos. 1395, 1455, 1468, 1470, 1472, 1473, 1474, 1475, 1481, 1483, 1484, 1486, 1488, 1489, 1490, 1492, 1493, 1494, 1495, 1497, 1498, 1499, 1501, 1502, 1505, 1506, 1508, 1509, 1511, 1512, 1513, 1514, 1515, 1516, 1518, 1519, 1520, 1521, 1522, 1523, 1524, 1525, 1526, and 1527have been adjourned to the next scheduled omnibus hearing date. The Debtors have resolved the remaining responses and replies. The Debtors will submit a supplemental form of proposed order to the Court. D. Debtors Seventh Omnibus Objection to Claims (Amended and Replaced Claims) [Docket No. 1131] Responses Received: None Replies Received: The Debtors received informal replies from several claimants. Status: This matter will be going forward on an uncontested basis with respect to claim nos. 356, 376, 492, 494, and 497. The Debtors will submit a supplemental form of proposed order to the Court addressing these claims. E. Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1483] Declaration of Todd Brents in Support of Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1484] Responses Received: 1. Sterling Palm Beach, LLCs Response to Debtors Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1716] Response of Quoizel, Inc. to the Debtors Eighth Omnibus Objection to Claims [Docket No. 1723]

2.

Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants and, as a result, the Debtors and these claimants have agreed to adjourn the Debtors objection to claim nos. 1540, 1541, and 1545 to the next scheduled omnibus hearing date. Status: This matter will be going forward on an uncontested basis, except with respect to claim no. 1555 submitted on behalf of Quoizel, Inc. and claim no. 1856 submitted on behalf of Sterling Palm Beach, LLC, which are currently scheduled to go forward on a contested basis. The Debtors have resolved the remaining replies. The Debtors will submit a revised form of proposed order to the Court. 5
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F.

Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims to be Reclassified, No Liability Claims, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative Claims) [Docket No. 1709] Declaration of Todd Brents in Support of Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative Claims) [Docket No. 1710] Responses Received: 1. 2. 3. 4. Response of the State of Michigan, Department of Treasury to Debtors Ninth Omnibus Claims Objection [Docket No. 1756] Opposition of Global Restaurant Design, Inc. to Debtors Ninth Omnibus Objection to Claims Nos. 736 and 738; Declaration [Docket No. 1846] Opposition of the State of New Jersey, Department of Labors to the Debtors Ninth Omnibus Objection to Claims [Docket No. 1864] Opposition of Eddie Anderson to Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtors Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims and Duplicative Claims) [Docket No. 1918]

Replies Received: 5. 6. [Gareth Tooly] Motion to Allow Claims (Claim No. 1775 - Amount $5,700.00) [Docket No. 1908] Additional Information re Gareth Tooly Motion to Allow Claims (Claim No. 1775 - Amount $5,700.00) [Docket No. 1909]

Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants and, as a result, the Debtors and one claimant have agreed to adjourn the Debtors objection to claim no. 1546 to the next scheduled omnibus hearing date. Status: This matter will be going forward on an uncontested basis, except with respect to claim no. 1775 submitted on behalf of Gareth Tooly and claim no. 1826 submitted on behalf of Eddie Anderson, which are currently scheduled to go forward on a contested basis. The Debtors have resolved the remaining responses and replies. The Debtors will submit a revised form of proposed order to the Court.

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Adjourned Matters A. Debtors Third Omnibus Objection to Claims (Chartis Claims) [Docket No. 1123] Declaration of Todd Brents in Support of Debtors Third Omnibus Objection to Claims (Chartis Claims) [Docket No. 1124] Responses Received: None Replies Received: None Status: This matter has been consensually adjourned to the next scheduled omnibus hearing date. B. Objection of Certain Chartis Companies to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1739] Responses Received: None Replies Received: None Status: This matter has been consensually adjourned to the next scheduled omnibus hearing date. Resolved Matters A. [Susan Muskett] Motion for Relief from Stay [Docket No. 1269] Responses Received: None Replies Received: None Status: A stipulation and agreed order resolving this motion was filed on July 7, 2011 [Docket No. 1855].

7
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New York, New York Dated: July 19, 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. 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

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