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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 Todd M. Schwartz (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

PROPOSED AGENDA FOR APRIL 28, 2011 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:

April 28, 2011 at 10:00 a.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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Introduction A. Status Report

Uncontested Matters A. Motion to Condition Automatic Stay [Keith Jeffries] [Docket No. 1011] Responses Received: None Replies Received: None Status: On April 22, 2011, the parties filed a Stipulation and Agreed Order Resolving Motion of Keith Jeffries to Lift the Stay [Docket No. 1141]. Objections, if any, to the Stipulation are to be raised at or prior to the April 28, 2011 hearing. If no objections are raised, the parties will ask the Court to enter the Stipulation and Agreed Order as presented. B. Debtors First Omnibus Objection to Certain Amended and Replaced Proofs of Claim [Docket No. 1067] Responses Received: None Replies Received: None Status: This matter is going forward on an uncontested basis. C. Debtors Second Omnibus Objection to Certain Duplicative Proofs of Claim [Docket No. 1068] Responses Received: None Replies Received: On April 12, 2011, counsel for David Mobley and Brenda Allerheiligen sent correspondence to counsel for the Debtors in response to the Debtors second omnibus claims objection. The parties have since agreed to consensually adjourn the April 28, 2011 hearing and the related response deadline as each relates to the Debtors objection to claim nos. 1341, 1386, 1422, 1370, 1394, and 1447 filed on behalf of David Mobley and/or Brenda Allerheiligen. Status: This matter is going forward on an uncontested basis. The Debtors will submit a revised form of proposed order to the Court. D. Motion for Authority to Enter Into Settlement Agreement with Copeland of New Orleans [Docket No. 1088] Responses Received: None Replies Received: None 3
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Status: This matter is going forward on an uncontested basis. Contested Matters A. Motion of Midland Loan Services to Require Debtors to Comply with Sections 363 and 503 of the Bankruptcy Code [Docket No. 1110] Responses Received: 1. Joinder of Ad Hoc Committee of Preferred Shareholders to Motion of Midland Loan Services to Require Debtors to Comply with Sections 363 and 503 of the Bankruptcy Code and Request for Ancillary Relief [Docket No. 1147]

Replies Received: 1. Debtors Objection to Midland Loan Services Motion to Require Debtors to Comply with Sections 363 and 503 of the Bankruptcy Code [Docket No. 1150]

Status: This matter is going forward on a contested basis. Adjourned 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: As indicated in the Notice of Adjournment filed by counsel for C-III Asset Management LLC [Docket No. 1142], this matter has been adjourned to May 24, 2011 at 11:00 a.m. or as soon after as counsel may be heard.

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New York, New York Dated: April 26, 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. Todd M. Schwartz (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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