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 THE MOTION OF B&B PARKING 1 Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) on behalf of Debtor Grand Prix Floating Lessee LLC and B&B Parking, Inc. (B&B 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 January 31, 2011, B&B filed the Motion of B&B Parking, Inc. for (A) a Declaration that Its Lease with the Debtor Is Terminated Effective February 28, 2011 and Alternatively for Relief from the Automatic Stay to Terminate Lease Agreement for Property in Atlantic City, N.J. and (B) a Declaration that It May Immediately Cease Providing Parking Services to the Debtor [Docket No. 881] (the Motion) seeking to discontinue obligations
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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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pursuant to that certain Lease Agreement between Grand Prix Floating Lessee LLC and B&B, dated April 2008 (the Agreement). NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and B&B, which agreement, when so-ordered by the Court, shall constitute an order of the Court, as follows: 1. The Agreement shall be deemed to have expired on its own terms pursuant to

state law as of March 1, 2011. 2. B&B may discontinue providing parking services and paying lease obligations

that accrue as a tenant under the Agreement on and after March 1, 2011 without violating section 362 of the Bankruptcy Code. 3. This Stipulation and Order shall not become effective unless and until it is

approved and entered by the Court. 4. Neither the Stipulation and Order nor any negotiations and writings in connection

with this Stipulation and Order shall in any way be construed as or deemed to be evidence of or an admission on behalf of any Party regarding any claim or right that such Party may have against the other Party. 5. The Stipulation and Order shall be binding on and inure to the benefit of the

Parties hereto and their respective successors and assigns. 6. This Stipulation and Order 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 Court.

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7.

This Stipulation and Order contains the entire agreement by and between the

Debtors and B&B with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into the Stipulation and Order. 8. 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. 9. 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. 10. The Debtors are authorized to take all actions necessary to effectuate the relief

provided by this Stipulation and Order. 11. The terms and conditions of the Stipulation and Order shall be immediately

effective and enforceable upon its entry. 12. 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: February 28, 2011 New York, New York

/s/ Michael Morrow Michael Morrow, Esq. John P. Leon, Esq. (admitted pro hac vice) Subranni Zauber LLC 1624 Pacific Avenue - P.O. Box 1913 Atlantic City, New Jersey 08404 Telephone: (609) 347-7000 Facsimile: (609) 345-4545 Attorneys for B&B Parking, Inc.

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

SO ORDERED this 28th day of February, 2011 /S/ Shelley C. Chapman The Honorable Shelley C. Chapman United States Bankruptcy Judge

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