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James H.M. Sprayregen, P.C. Paul M.

Basta 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 FILING OF STIPULATION AND AGREED ORDER RESOLVING GORDON FOOD SERVICE INC.S MOTION FOR THE ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM UNDER 11 U.S.C. 503(B)(9) 1 PLEASE TAKE NOTICE that, on September 17, 2010, Gordon Food Service, Inc. filed the Motion for the Allowance of Administrative Expense Claim Under 11 U.S.C. 503(b)(9) [Docket No. 450].
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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 above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Stipulation and Agreed Order Resolving Gordon Food Service Inc.s Motion for the Allowance of Administrative Expense Claim Under 11 U.S.C. 503(b)(9), which the Debtors are submitting to the Court for entry. 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: October 26, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta 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

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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 GORDON FOOD SERVICE INC.S MOTION FOR THE ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM UNDER 11 U.S.C. 503(B)(9)2 Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) and Gordon Food Service, Inc. (Gordon Food, and together with the Debtors, the Parties), through their undersigned counsel, hereby enter into this stipulation and agreed order (the Stipulation and Order). 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) 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 September 17, 2010, Gordon Food filed its Motion for the Allowance of Administrative Expense Claim Under 11 U.S.C. 503(b)(9) [Docket No. 450] (the Gordon Food Motion) seeking the allowance of an administrative expense claim under section 503(b)(9) in the amount of $26,676.98;

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, Gordon Food provided invoices to the Debtors for goods delivered by Gordon Food and received by certain Debtors within 20 days before the Petition Date in the aggregate amount of $26,676.98 for which Gordon Food has not received payment from the Debtors (the 503(b)(9) Claim); WHEREAS, Gordon Food also provided invoices to the Debtors for goods delivered by Gordon Food and received by certain Debtors and covered under the Perishable Agricultural Commodities Act of 1930 in the aggregate amount of $4,360.59 (the PACA Claim) for which Gordon Food has not received payment from the Debtors; WHEREAS, upon the filing of these Chapter 11 Cases, the Debtors provided Gordon Food with a $10,000 cash deposit (the Deposit) to ensure continued delivery of goods postpetition; WHEREAS, the Debtors have reviewed the invoices provided by Gordon Food in support of the 503(b)(9) Claim and the PACA Claim and their books and records and have determined that the Debtors owe Gordon Food an aggregate amount of $26,676.98 on account of the 503(b)(9) Claim and $4,360.59 on account of the PACA Claim; and WHEREAS, the Debtors and Gordon Food wish to resolve the Gordon Food Motion and the PACA Claim on the terms set forth herein. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and Gordon Food, which agreement, when so-ordered by the Court, shall constitute an order of the Court, as follows: 1. The Gordon Food Motion is hereby resolved on the terms set forth herein.

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2.

Gordon Food shall have an allowed 503(b)(9) Claim against the Debtors entitled

to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code in the aggregate amount of $26,676.98 and an allowed PACA Claim in the amount of $4,360.59. 3. The PACA Claim shall be paid by the Debtors within three (3) business days of

the entry of the Stipulation and Order in accordance with the Final Order (A) Authorizing the Debtors to Grant Administrative Expense Priority to All Undisputed Obligations for Goods Ordered Prepetition and Delivered Postpetition and Satisfy Such Obligations in the Ordinary Course of Business, (B) Authorizing, but Not Directing, the Debtors to Pay Prepetition Claims of Shippers, Warehousemen, and Materialmen, and (C) Authorizing, but Not Directing, the Debtors to Pay Prepetition PACA Claims, entered on August 12, 2010 [Docket No. 185]. 4. Other than the 503(b)(9) Claim, Gordon Food shall have no other claims against

the Debtors entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code. 5. Upon Court approval and entry of the Stipulation and Order, the 503(b)(9) Claim

shall be paid by the Debtors on the effective date of any confirmed plan of reorganization of the Debtors, or as soon as reasonably practicable thereafter; provided, however, that in no event shall payment be made later than three (3) business days after such effective date. 6. The Stipulation and Order shall not become effective unless and until it is

approved and entered by the Court. 7. The Gordon Food Motion shall be deemed withdrawn with prejudice immediately

upon the Court entering the Stipulation and Order without further action of the Parties. 8. Nothing contained in the Stipulation and Order shall constitute, nor is it intended

to constitute: (a) an assertion by any of the Debtors or Gordon Food that any purchase orders or

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contracts between the Parties are or are not executory contracts within the meaning of section 365 of the Bankruptcy Code; (b) an assumption or rejection of any purchase orders or contracts between the Parties under section 365(a) of the Bankruptcy Code (to the extent such section is applicable); or (c) a consent, either implied or expressed, to any attempted assumption, assignment, or rejection of any purchase orders or contracts. 9. Nothing contained in the Stipulation and Order shall operate as an amendment,

modification, or cancellation of any part of any purchase orders or contracts between any of the Parties. 10. The Debtors reserve the rights and defenses with respect to the payment of the

503(b)(9) Claim pursuant to any right of set-off and any right under section 502(d) of the Bankruptcy Code, and Gordon Food reserves the rights to challenge any such rights or defenses asserted by the Debtors. 11. The Debtors hereby reserve the right to bring any action under chapter 5 of the

Bankruptcy Code against Gordon Food, and Gordon Food reserves the right to assert any and all potential defenses to any such actions. 12. The Stipulation and Order shall be binding on and inure to the benefit of the

Parties hereto and their respective successors and assigns. 13. The Stipulation and Order shall not be modified, altered, amended, or vacated Any such modification, alteration, amendment, or

without written consent of the Parties.

vacation, in whole or in part, shall be subject to the approval of the Court. 14. This Stipulation and Order contains the entire agreement by and between the

Debtors and Gordon Food with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into the Stipulation and Order.

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15.

Each of the undersigned counsel represents that he or she is authorized to execute

the Stipulation and Order on behalf of his or her respective client. 16. This Stipulation and Order 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. 17. The Debtors are authorized to take all actions necessary to effectuate the relief

provided by this Stipulation and Order. 18. The terms and conditions of the Stipulation and Order shall be immediately

effective and enforceable upon its entry. 19. The Court retains jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, and/or enforcement of the Stipulation and Order.

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Dated

October 26, 2010 New York, New York

Is/

~--~~~~~----------------

Is/ Paul M Basta

2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 Telephone: (313) 465-7570 Facsimile: (313) 465-7571 Attorney for Gordon Food

James H.M. Sprayregen, P.C. Paul M. Basta 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
SO ORDERED this_ day of _ _ _ _,2010

The Honorable Shelley C. Chapman United States Bankruptcy Judge

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