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

AGENDA FOR JUNE 23, 2011 CONFIRMATION 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.

K&E 19218032

Time and Date of Hearing: Location of Hearing:

June 23, 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:

2
K&E 19218032

Uncontested Matters A. Debtors Third Motion for Entry of an Order Extending the Exclusive Periods During Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof [Docket No. 1619] Responses Received: None Replies Received: None Status: This matter is going forward on an uncontested basis. Resolved Matters A. C-III Asset Management LLCs Motion to Terminate the Automatic Stay Pursuant to 11 U.S.C. 362(d) [Docket No. 1051] Responses Received: None Replies Received: None Status: The Debtors believe this matter has been resolved pursuant to the terms of the Plan, which creditor C-III has voted in favor of. Adjourned 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: None Replies Received: None Status: This matter has been consensually adjourned to July 21, 2011 at 3:00 p.m. prevailing Eastern Time and the objection deadline has been extended to July 14, 2011 at 4:00 p.m. prevailing Eastern Time. B. 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

3
K&E 19218032

Status: This matter has been consensually adjourned to July 21, 2011 at 3:00 p.m. prevailing Eastern Time and the objection deadline has been extended to July 14, 2011 at 4:00 p.m. prevailing Eastern Time. 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] 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] 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]

2.

3.

4.

5. 6.

Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants. Status: As a result of the informal replies and remaining filed responses, the Debtors have consensually agreed to adjourn their objection to claim nos. 493, 1487, 1510, 1670, 935, 1382, 1548, 114, 704, 835, 846, 1736, 1737, 1738, 1768, 1769, 1770, and 1767 to July 4
K&E 19218032

21, 2011 at 3:00 p.m. prevailing Eastern Time and the related objection deadline to July 14, 2011 at 4:00 p.m. prevailing Eastern Time.

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: 1. 2. 3. 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]

Replies Received: In addition to the above-referenced responses, the Debtors also received informal replies from several claimants. Status: As a result of the informal replies and filed responses, the Debtors have agreed to consensually adjourn the Debtors objection to claim nos. 878, 1324, 1354, 1388, 1409, 1433, 1547, 1451, 1463, 1464, 1467, 1471, 1478, 1482, 1496, 1500, 1503, 1517, 1039, 1041, 1085, 1091, 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 July 21, 2011 at 3:00 p.m. prevailing Eastern Time and the related objection deadline to July 14, 2011 at 4:00 p.m. prevailing Eastern Time. The Debtors believe C-IIIs and CWCapitals objections have been resolved pursuant to the terms of the Plan, which creditors C-III and CWCapital has voted in favor of. E. 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: As a result of the informal replies, the Debtors have consensually agreed to adjourn the Debtors objection to claim nos. 492, 494, 497, 356, and 376 to July 21, 2011 at 3:00 p.m. prevailing Eastern Time and the related objection deadline to July 14, 2011 at 4:00 p.m. prevailing Eastern Time.

5
K&E 19218032

F.

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: None Status: This matter has been consensually adjourned to July 21, 2011 at 3:00 p.m. prevailing Eastern Time and the objection deadline has been extended to July 14, 2011 at 4:00 p.m. prevailing Eastern Time. G. [Susan Muskett] Motion for Relief from Stay [Docket No. 1269] Responses Received: None Replies Received: None Status: This matter has been consensually adjourned to July 21, 2011 at 3:00 p.m. prevailing Eastern Time and the objection deadline has been extended to July [14], 2011 at 4:00 p.m. prevailing Eastern Time. Confirmation Matters A. Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] Responses Received: 1. 2. Objection of the United States Trustee to Debtors Plans of Reorganization [Docket No. 1456] Objection of Best Western International, Inc. to Debtors Plans of Reorganization [Docket No. 1486]

6
K&E 19218032

3.

Limited Objection and Reservation of Rights of LNR Partners, LLC, LNR Securities Holdings, LLC and the Trusts with Respect to the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1705] Objection of Carrollton-Farmers Branch Independent School District to Confirmation of Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1717] Objection by One East Capital Advisors L.P. to Confirmation of the Remaining Debtors Plan or Reorganization [Docket No. 1735] Objection of Midland Loan Services to Confirmation of the Fixed/Floating and Remaining Debtor Plans of Reorganization [Docket No. 1738] Objection of Certain Chartis Companies to Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1739] Objection by York Credit Opportunities Fund, L.P. and York Credit Opportunities Master Fund, L.P. to Confirmation of the Remaining Debtor Plan or Reorganization [Docket No. 1741]

4.

5. 6. 7. 8.

Replies Received: 1. Statement of Official Committee of Unsecured Creditors in Support of Confirmation of Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1745]

Status: The objections filed by the U.S. Trustee, Best Western, Carrolton-Farmers, and York have been resolved. The Debtors intend to continue to work to resolve the remaining objections in advance of the hearing.

7
K&E 19218032

New York, New York Dated: June 22, 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

8
K&E 19218032