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. (admitted pro hac vice) 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

PROPOSED AGENDA FOR NOVEMBER 10, 2010 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:

November 10, 2010 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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A.

Debtors Motion to Extend Time to Assume or Reject Unexpired Leases Debtors Motion for an Order Extending the Time Within Which the Debtors Must Assume or Reject Unexpired Leases of Nonresidential Real Property [Docket No. 607] Responses Received: None Replies Received: None Related Documents: None Status: This matter is going forward on an uncontested basis.

B.

Tooly Motion Notice of Hearing on Preferred Shares C 8.0% of Innkeeper Should Not Be in the Innkeepers Bankruptcy Court on Docket 324, 414 and 547 Filed by Gareth Tooly [Docket Nos. 586 and 601] Responses Received: 1. 2. Debtors Response to Documents Filed by Gareth Tooly Regarding the Series C Preferred Shares Issued by Innkeepers USA Trust [Docket No. 651] Response of Apollo Investment Corporation to the Motion for Judgment Filed by Gareth Tooly [Docket No. 652]

Replies Received: None Related Documents: 3. 4. 5. Letter from G. Tooly to Hon. Shelley C. Chapman [filed August 24, 2010] [Docket No. 324] Letter from G. Tooly to Hon. Shelley C. Chapman dated September 2, 2010 [Docket No. 414] Letter from G. Tooly to Hon. Shelley C. Chapman dated October 8, 2010 [Docket No. 574]

Status: This matter is going forward on a contested basis.

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C.

Debtors Motion to Extend Exclusivity Debtors 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 and Omnibus Objection to Motions to Terminate Exclusivity [Docket No. 610] Declaration of William Q. Derrough in Support of Debtors 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 and Omnibus Objection to Motions to Terminate Exclusivity [Docket No. 611] Responses Received: 1. Statement of the Official Committee of Unsecured Creditors in Support of Debtors 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 and Omnibus Objection to Motion to Terminate Exclusivity [Docket No. 662] Limited Objection of Lehman ALI Inc. to Debtors Motion for Entry of an Order Extending the Exclusive Periods [Docket No. 663] Midland Loan Services, Inc.s Objection to Debtors 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 and Omnibus Objection to Motion to Terminate Exclusivity [Docket No. 665] Limited Objection of TriMont Real Estate Advisors, Inc. as Special Servicer to Debtors 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 and Omnibus Objection to Motion to Terminate Exclusivity [Docket No. 666] Objection of Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P., and Thoroughbred Master Ltd. to Debtors Motion for Entry of an Order Extending Exclusivity Period [Docket No. 667] Statement of Ad Hoc Committee of Preferred Shareholders in (I) Support of Motions to Terminate Exclusivity Filed by Midland Loan Services Inc. and Wells Fargo Bank, N.A. and (II) Opposition to Debtors Motion to Extend the Exclusive Period [Docket No. 673] Objection of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage PassThrough Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Debtors Motion for Entry of an Order Extending the Exclusive Periods During 4

2. 3.

4.

5.

6.

7.

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Which Only the Debtors May File a Chapter 11 Plan and Solicit Acceptances Thereof and Omnibus Objection to Motion to Terminate Exclusivity [Docket No. 675] Declaration of Ronen Bojmel [Docket No. 676] Replies Received: None; the Debtors expect to file a reply on November 9, 2010 Related Documents: 8. 9. Midland Loan Services, Inc.s Motion to Terminate Exclusivity [Docket No. 348] Motion of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage PassThrough Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Terminate Exclusivity and Joinder to Midland Loan Services, Inc.s Motion to Terminate Exclusivity [Docket No. 437]

Status: This matter is going forward on a contested basis. D. Debtors Motion to Compensate Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (I) Approving the Debtors Undertaking to Compensate Fried, Frank Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (II) Authorizing the Debtors to Compensate the Members of the Independent Committee [Docket No. 587] Responses Received: 1. Midland Loan Services, Inc.s Objection to Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (I) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (II) Authorizing the Debtors to Compensate the Members of the Independent Committee [Docket No. 649] Objection of Lehman ALI Inc. to Debtors Motion to Authorize Payment of Independent Committee Fees and Expenses [Docket No. 650] Objection of Ad Hoc Committee of Preferred Shareholders to Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (I) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board 5
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2. 3.

of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (II) Authorizing the Debtors to Compensate the Members of the Independent Committee [Docket No. 653] 4. Joinder of TriMont Real Estate Advisors, Inc., as Special Servicer, to Midland Loan Services, Inc.s Objection to Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (I) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (II) Authorizing the Debtors to Compensate the Members of the Independent Committee [Docket No. 654] Objection of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage PassThrough Certificates, Series 2007-C1 and U.S. Bank National Association, as Successor to LaSalle Bank N.A., Formerly Known as LaSalle National Bank, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to the Debtors Motion for the Entry of an Order Pursuant to Section 363 of the Bankruptcy Code (I) Approving the Debtors Undertaking to Compensate Fried, Frank, Harris, Shriver & Jacobson LLP as Counsel to the Independent Committee of the Board of Trustees of Innkeepers USA Trust and Authorizing the Payment of Such Compensation by the Debtors and (II) Authorizing the Debtors to Compensate the Members of the Independent Committee [Docket No. 674] Declaration of Ronen Bojmel [Docket No. 676] Replies Received: None; the Debtors expect to file a reply on November 9, 2010 Related Documents: None Status: This matter is going forward on a contested basis. E. Best Western Motion to Compel Assumption or Rejection Motion for Order Limiting Time Within Which Debtor Must Assume or Reject Executory Contract [Docket No. 162] Amended Motion for Order Limiting Time Within Which Debtor Must Assume or Reject Executory Contract [Docket No. 219] Responses Received: 1. Objection of the Debtors to Best Westerns Motion for Order Limiting Time Within Which Debtor Must Assume or Reject Executory Contract [Docket No. 578]

5.

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2.

Objection of Lehman ALI Inc. to Best Western International, Inc.s Motion to Limit Time Within Which Debtor Must Assume or Reject Executory Contract [Docket No. 579]

Replies Received: None Related Documents: None Status: This matter is going forward on a contested basis. F. Committee Motion to Compel Motion to Compel Apollo Investment Corporation to Produce Documents in Response to the Committees Subpoena for Rule 2004 Examination [Docket No. 669] Declaration of Paul Galante in Support of Motion to Compel Apollo Investment Corporation to Produce Documents in Response to the Committees Subpoena for Rule 2004 Examination [Docket No. 670] Responses Received: None Replies Received: None Related Documents: 1. 2. Affidavit of Stefan W. Engelhardt in Support of Order to Show Cause [Docket No. 671] Order to Show Cause and Notice Fixing Hearing and Objection Deadline to Consider Motion to Compel Apollo Investment Corporation to Produce Documents in Response to the Committees Subpoena for Rule 2004 Examination [Docket No. 678]

Status: This matter is going forward.

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New York, New York Dated: November 8, 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. (admitted pro hac vice) 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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