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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

NOTICE OF STIPULATION AND AGREED ORDER RESOLVING QUOIZEL, INC.S RESPONSE TO DEBTORS EIGHTH OMNIBUS OBJECTION TO CLAIMS 1 PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Stipulation and Agreed Order Resolving Quoizel, Inc.s Response to Debtors Eighth Omnibus Objection to Claims (the Stipulation).

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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PLEASE TAKE FURTHER NOTICE that the Debtors will present the Stipulation to the Bankruptcy Court for approval at an omnibus hearing scheduled for November 9, 2011, at 2:00 p.m. prevailing Eastern Time. The Stipulation resolves the Response of Quoizel, Inc. to the Debtors Eighth Omnibus Objection to Claims [Docket No. 1723]. PLEASE TAKE FURTHER NOTICE that copies of the documents referenced herein may be obtained free of charge 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. You may also obtain copies of any pleadings by visiting the Courts website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. New York, New York Dated: November 3, 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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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

STIPULATION AND AGREED ORDER RESOLVING QUOIZEL, INC.S RESPONSE TO DEBTORS EIGHTH OMNIBUS OBJECTION TO CLAIMS Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), and Quoizel, Inc. (Quoizel and, together with the Debtors, the Parties), through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation): RECITALS WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced these voluntary cases under title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) and are continuing to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; WHEREAS, On October 29, 2010, Quoizel filed a proof claim in the amount of $261,381.28 [Docket No. 1555] on account of goods allegedly delivered to the Debtors and certain allegedly cancelled purchase orders (the Quoizel Claim);

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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WHEREAS, on May 19, 2011, the Debtors filed the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (as amended, modied or supplemented from time to time, the Plan); WHEREAS, On May 24, 2011, the Debtors filed the 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) (the Eighth Omnibus Objection). Among other things, the Eighth Omnibus Objection

objected to the Quoizel Claim on the grounds that the Debtors books and records indicated the Debtors were not liable for the Quoizel Claim; WHEREAS, on June 16, 2011, Quoizel filed the Response of Quoizel, Inc. To The Debtors Eighth Omnibus Objection to Claims [Docket No. 1723] (the Quoizel Response); WHEREAS, on June 29, 2011, the Bankruptcy Court entered an order confirming the Plan [Docket No. 1804]; WHEREAS, the Plan alleges the existence of certain causes of action against Quoizel relating to the Quoizel Claim (the Quoizel Retained Cause of Action); WHEREAS, the Parties entered into negotiations and, without either of the Parties admitting wrongdoing or the merits of the others claims and causes of action, have reached a settlement in respect of, among other things, the Quoizel Claim and the Quoizel Retained Cause of Action; WHEREAS, the Parties have concluded that the proposed settlement is in their best interests, and avoids further costs, delays, and risks of litigation; STIPULATION IT IS THEREFORE AGREED, AND UPON COURT APPROVAL HEREOF, IT SHALL BE ORDERED AS FOLLOWS: 2
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1.

Upon entry and approval of this Stipulation, the Quoizel Claim shall be deemed

Allowed (as defined in the Plan) as a general unsecured claim in the amount of $5,000 against Innkeepers USA Limited Partnership, and the Quoizel Response shall be deemed withdrawn with prejudice. 2. Upon entry and approval of this Stipulation, the Debtors shall be deemed to have

waived and released Quoizel and its respective officers, directors, partners, members, employees, agents, parent companies, subsidiaries, attorneys and other retained professionals, other affiliated corporations or entities, insurers, successors, and assigns from any and all claims, demands, obligations, and liabilities of any kind or character, whether known or unknown, suspected or unsuspected, asserted or unasserted, direct or indirect, at law or in equity, that the Debtors may now have or that might subsequently accrue to them, on account of the Quoizel Retained Cause of Action. 3. As of the date of this Stipulation neither party is aware of any existing claims or Notwithstanding anything to the

causes of action other than those being released herein.

contrary herein, both Parties reserve all rights with respect to any claims, demands, obligations, liabilities, and causes of action unrelated to the Quoizel Claim and/or the Quoizel Retained Cause of Action. 4. The Parties acknowledge that no promise, inducement, or agreement not stated

herein has been made to them in connection with this Stipulation, and that this Stipulation constitutes the entire agreement between them. This Stipulation shall not be modified, altered, amended, or vacated without written consent of all parties hereto. Any such modification, alteration, amendment, or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court.

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5.

This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile or electronic mail, and each of which shall be deemed an original, but all of which together shall constitute one instrument. 6. 7. The foregoing recitals are a material part of this Stipulation. This Stipulation shall be binding upon and shall inure to the benefit of the parties

hereto and their legal representatives, predecessors, successors and assigns. 8. It is expressly understood and agreed that the terms hereof, including the recital

paragraphs and headings, are contractual and that the agreement herein contained and the consideration transferred is to compromise the Quoizel Claim and the Quoizel Retained Cause of Action, and to avoid litigation, and that no statement made herein, payment, release, or other consideration given shall be construed as an admission by the Parties of any kind or nature. 9. The Parties have carefully read this Stipulation, have had a full and complete

opportunity to consult with counsel regarding this Stipulation, know and understand what is in this Stipulation, and willingly enter into this Stipulation freely and voluntarily. 10. Omni Management Group, LLC, the Debtors notice and claims agent, is hereby

authorized to update the claims register to reflect the relief granted in this Stipulation. 11. 12. The provisions of this Stipulation are nonseverable and mutually dependent. The Bankruptcy Court retains jurisdiction with respect to all matters arising from

or related to the implementation of this Stipulation. 13. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,

9014 or otherwise, the terms and conditions of the Order shall be immediately effective and enforceable upon its entry.

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Dated: November 3, 2011 New York, New York

/s/ Nicholas B. Malito Nicholas B. Malito Allen M. Levine HOFHEIMER GARTLIR & GROSS, LLP 530 Fifth Avenue New York, NY 10036 Telephone: (212) 944-0500 Facsimile: (212) 897-4980 Counsel for Quoizel, Inc.

/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 Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

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SO ORDERED this ___ day of __________, 2011 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

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