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 MAY 24, 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:

May 24, 2011 at 11:00 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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Uncontested Matters A. Debtors Motion for Authority to Pay Fees Due Under Marriott Consent and Agreement [Docket No. 1162] Responses Received: None Replies Received: None Status: This matter is going forward on an uncontested basis. B. 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.

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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 these claimants have agreed to: 1. Adjourn the May 24, 2011 hearing to June 23, 2011 at 10:00 a.m. prevailing Eastern Time and the related objection deadline to June 16, 2011 at 4:00 p.m. prevailing Eastern Time, as each relates to the Debtors objection to claims nos. 1382 and 1548. Adjourn the May 24, 2011 hearing to June 7, 2011 at 2:00 p.m. prevailing Eastern Time and the related objection deadline to May 31, 2011 at 4:00 p.m. prevailing Eastern Time, as each relates to the Debtors objection to claims nos. 493, 496, 1487, 1510, 1670, and 935. Withdraw the Debtors objection to claim no. 306.

2.

3.

Status: The matter is going forward on an uncontested basis. The Debtors have resolved the responses of the Oakland County Treasurer and Carrollton-Farmers Branch Independent School District. With respect to the remaining responses, the Debtors have consensually agreed to adjourn their objection to claim nos. 114, 704, 835, 846, 1736, 1737, 1738, 1768, 1769, 1770, and 1767 to June 23, 2011 at 10:00 a.m. prevailing Eastern Time and the related objection deadline to June 16, 2011 at 4:00 p.m. prevailing Eastern Time. The Debtors will submit a revised form of proposed order to the Court. C. Debtors Fifth Omnibus Objection to Claims (Claims to be Reclassified and in Certain Cases, Reduced) [Docket No. 1127] Declaration of Todd Brents in Support of Debtors Fifth Omnibus Objection to Claims (Claims to be Reclassified and in Certain Cases, Reduced) [Docket No. 1128] Responses Received: None Replies Received: The Debtors received informal replies from several claimants, and as a result, the Debtors and these claimants have agreed to adjourn the Debtors objection to claim nos. 241, 719, 720, 721, and 1083 to June 23, 2011 at 10:00 a.m. prevailing Eastern Time and the related objection deadline to June 16, 2011 at 4:00 p.m. prevailing Eastern Time. Status: This matter is going forward on an uncontested basis. The Debtors will submit a revised form of proposed order to the Court. 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: 4
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1.

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]

2.

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 these claimants have agreed to: 1. Adjourn the Debtors objection to claim nos. 878, 1324, 1354, 1388, 1409, 1433, and 1547 to June 23, 2011 at 10:00 a.m. prevailing Eastern Time and the related objection deadline to June 16, 2011 at 4:00 p.m. prevailing Eastern Time. Adjourn the Debtors objection to claim nos. 1451, 1463, 1464, 1467, 1471, 1478, 1482, 1496, 1500, 1503, and 1517 to June 7, 2011 at 2:00 p.m. prevailing Eastern Time and the related objection deadline to May 31, 2011 at 4:00 p.m. prevailing Eastern Time. Withdraw the Debtors objection to claim no. 736.

2.

3.

Status: This matter is going forward on an uncontested basis. With respect to the filed responses, the Debtors and each of Marriott, C-III, and CWCapital have agreed to consensually adjourn the Debtors objection to claim nos. 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 June 23, 2011 at 10:00 a.m. prevailing Eastern Time and the related objection deadline to June 16, 2011 at 4:00 p.m. prevailing Eastern Time. The Debtors will submit a revised form of proposed order to the Court. 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, and as a result, the Debtors and these claimants have agreed to adjourn the Debtors objection to claim nos. 492, 494, 497, 356, and 376 to June 7, 2011 at 2:00 p.m. prevailing Eastern Time and the related objection deadline to May 31, 2011 at 4:00 p.m. prevailing Eastern Time. Status: This matter is going forward on an uncontested basis. The Debtors will submit a revised form of proposed order to the Court.

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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: This matter has been consensually adjourned to June 7, 2011 at 2:00 p.m. prevailing Eastern Time and the objection deadline has been extended to May 31, 2011 at 4:00 p.m. prevailing Eastern Time. B. 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: This matter has been consensually adjourned to June 7, 2011 at 2:00 p.m. prevailing Eastern Time and the objection deadline has been extended to May 31, 2011 at 4:00 p.m. prevailing Eastern Time. C. Motion of Best Western International, Inc., for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 1198] Responses Received: Objection Of Midland Loan Services To The Motion Of Best Western International, Inc. For Allowance Of Administrative Expense Claim Pursuant To 11 U.S.C. Section 503 [Docket No. 1440] Replies Received: None Status: This matter has been consensually adjourned to June 7, 2011 at 2:00 p.m. and the objection deadline has been extended to May 31, 2011 at 4:00 p.m. prevailing Eastern Time. D. [Susan Muskett] Motion for Relief from Stay [Docket No. 1269] Responses Received: None Replies Received: None

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Status: This matter has been consensually adjourned to June 7, 2011 at 10:00 a.m. prevailing Eastern Time, with an objection deadline of June 3, 2011 at 4:00 p.m. prevailing Eastern Time.

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New York, New York Dated: May 20, 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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