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 AUGUST 2, 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:

August 2, 2011 at 2:00 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.

Replies Received: 3. Five Mile Bidders Reply to Objections and in Further Support of its 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. 1969]

Status: This matter is currently scheduled to go forward on a contested basis. Resolved Matters A. Motion of Sterling Palm Beach, LLC for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 1856] Responses Received: 1. Limited Objection of Midland Loan Services to the Motion of Sterling Palm Beach, LLC for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 1953]

Replies Received: None Status: The Debtors and Sterling Palm Beach, LLC have resolved this motion by agreeing to an allowed administrative expense claim for Sterling Palm Beach, LLC against Innkeepers USA Trust in the amount of $85,000. The Debtors understand that Midlands objection is also resolved pursuant to the terms of this settlement. The Debtors will file with the Court a stipulation and agreed order memorializing this settlement as soon as practicable.

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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: The Debtors, Chartis, and the Fixed/Floating Plan Sponsors are continuing to work toward a consensual resolution on all Chartis-related issues. While it is unlikely the parties will be in a position to file a finalized stipulation resolving all such issues in advance of the August 2 hearing, the parties are hopeful a resolution will be reached soon thereafter. To the extent a hearing becomes necessary to resolve any remaining issues among the parties, the Debtors will reach out to the Court to schedule one. 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: The Debtors, Chartis, and the Fixed/Floating Plan Sponsors are continuing to work toward a consensual resolution on all Chartis-related issues. While it is unlikely the parties will be in a position to file a finalized stipulation resolving all such issues in advance of the August 2 hearing, the parties are hopeful a resolution will be reached soon thereafter. To the extent a hearing becomes necessary to resolve any remaining issues among the parties, the Debtors will reach out to the Court to schedule one. C. 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]

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Responses Received:2 1. 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: The Debtors have adjourned claim no. 935 submitted on behalf of Leandro Espejo and claim no. 1548 submitted on behalf of Benenson Capital Company and Rofar Realty Company, Inc. to the next scheduled omnibus hearing date. The Debtors have resolved the remaining responses and replies, and will file stipulations and/or supplemental orders memorializing such resolutions, as necessary. D. 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:3 1. 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: The Debtors have adjourned claim no. 1548 submitted on behalf of Benenson Capital Company and Rofar Realty Company, Inc, as well as the claims of Marriott International, Inc.claim 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 1527 to the next scheduled omnibus hearing date. The Debtors have resolved the remaining responses and replies, and will file stipulations and/or supplemental orders memorializing such resolutions, as necessary. 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]

2 3

The Debtors received certain other Responses that have since been resolved. The Debtors received certain other Responses that have since been resolved.

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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: All formal responses have been resolved pursuant to Court order. Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants. Status: As a result of the above-referenced informal replies, 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. 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:4 1. 2. 3. Response of the State of Michigan, Department of Treasury to Debtors Ninth Omnibus Claims Objection [Docket No. 1756] 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: 4. [Gareth Tooly] Motion to Allow Claims (Claim No. 1775 - Amount $5,700.00) [Docket No. 1908]

The Debtors received certain other Responses that have since been resolved.

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5.

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: The Debtors have adjourned claim no. 246 submitted on behalf of the State of Michigan, claim no. 1755 submitted on behalf of the State of New Jersey, and claim no. 1826 submitted on behalf of Eddie Anderson to the next omnibus hearing date. The Debtors do not believe Mr. Tooly has set his Motion to Allow Claims for hearing but the Debtors intend to address this motion at the next scheduled omnibus hearing. The Debtors have resolved the remaining responses and replies, and will file stipulations and/or supplemental orders memorializing such resolutions, as necessary.

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New York, New York Dated: August 1, 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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