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

NOTICE OF FILING OF STIPULATION AND AGREED ORDER MODIFYING THE AUTOMATIC STAY REGARDING PREPETITION LITIGATION OF EDWARD AND LINDA EPSTEIN 1 PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Stipulation and Agreed Order Modifying the

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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Automatic

Stay

Regarding

Prepetition

Litigation

of

Edward

and

Linda

Epstein

(the Stipulation), which the Debtors are submitting to the Court for entry. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Stipulation may be raised at or prior to the hearing presently scheduled for August 2, 2011 at 2:00 p.m. prevailing Eastern Time in Courtroom 610, United States Bankruptcy Court, One Bowling Green, New York, New York 10004-1408. 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.

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New York, New York Dated: July 22, 2010

/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

3
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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 MODIFYING THE AUTOMATIC STAY REGARDING PREPETITION LITIGATION OF EDWARD AND LINDA EPSTEIN 1 Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) and Edward L. Epstein and Linda G. Epstein (the Plaintiffs, 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 June 4, 2009, the Movant commenced a lawsuit in the Superior Court of New Jersey, County of Morris, State of New Jersey alleging personal injury and seeking money damages against the Westin Governor Morris Inn, a hotel affiliated with Debtors Morristown Debtors, LLC and Grand Prix Morristown LLC (Morristown Debtors), in connection with alleged personal injuries arising out of an alleged accident occurring on or about October 18, 2008 (the Prepetition Litigation); 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

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.

K&E 19101280

continuing to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; WHEREAS, upon the filing of the Debtors chapter 11 petitions, the automatic stay of section 362 of the Bankruptcy Code came into effect and stayed certain actions against the Debtors; WHEREAS, the Plaintiffs believe that they may be entitled to recover on account of certain claims asserted in the Prepetition Litigation against third-party insurance policies to which the Morristown Debtors may be insured parties; and WHEREAS, the Debtors and the Plaintiffs wish to modify the automatic stay on the terms set forth herein. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and the Plaintiffs, which agreement, when so-ordered by the Court, shall constitute an order of the Court, as follows: 1. The automatic stay shall be modified solely for the limited purpose of permitting

the Plaintiffs to proceed against applicable Debtors, including the Morristown Debtors, in the Prepetition Litigation as nominal defendants only, at no cost to the Debtors, their estates, or their successors, so that the Plaintiffs may seek to establish liability for the sole purpose of recovering against proceeds of applicable insurance policies, if any (the Insurance Policies). 2. Any recoveries based upon any judgment, settlement, mediation, arbitration, or

otherwise on account of the Plaintiffs potential claims against the Debtors, including relating to the Prepetition Litigation, shall be solely from the proceeds of the Insurance Policies and not against the Debtors, their estates, or their successors.

2
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3.

The Debtors make no representation as to the existence or availability of any

insurance coverage or insurance policies, the amount of coverage, or the likelihood of recovery against any such insurance policies, if any. 4. Any and all proofs of claim filed by the Plaintiffs in these chapter 11 cases

relating to the Prepetition Litigation are disallowed and expunged for all purposes, and the Plaintiffs shall not be entitled to receive any distributions from any of the Debtors, their estates, or their successors in their chapter 11 cases under a plan of reorganization or otherwise on behalf of such claims. 5. The Plaintiffs shall not have an allowed claim (as defined in section 101(5) of the

Bankruptcy Code) pursuant to section 502 of the Bankruptcy Code based upon the Prepetition Litigation (or the claims asserted therein) against any of the Debtors and shall not be entitled to any distributions from any of Debtors, their estates, or their successors, whether under a chapter 11 plan or otherwise on behalf of such claim; provided, that to the extent the Insurance Policies are unable to satisfy a judgment or other disposition with respect to the Prepetition Litigation, the Plaintiffs agree that any such unsatisfied portion, which could otherwise be considered a general unsecured claim in the Debtors chapter 11 cases, is hereby fully and finally waived and forever released and the Plaintiffs shall not otherwise engage in any efforts to collect any amount from the Debtors, their estates, or their successors based upon the Prepetition Litigation (or the claims asserted therein). 6. The Plaintiffs shall file this Stipulation and Order in the court in which the

Prepetition Litigation is pending within 30 business days after the entry of this Stipulation and Order.

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7.

Under no circumstances shall the Debtors, their estates, or their successors be

required to pay or otherwise satisfy: (a) any self-insured retention or deductible liability; (b) any obligation to post any security or deposit with an insurer pursuant to the terms of any insurance policy; (c) any defense costs; (d) any judgment above the applicable insurance coverage; or (e) any other costs of any kind, including, without limitation, any claims by insurance companies against the Debtors, their estates, or their successors related to the Prepetition Litigation, or the claims subject thereof (collectively, the Administrative Costs). 8. To the extent required by an insurer, the Plaintiffs shall fund any Administrative

Costs. If, however, the Plaintiffs are unwilling or unable to fund any such Administrative Costs, the Plaintiffs shall immediately abandon pursuit of any Insurance Policy and all of the Plaintiffs claims against the Debtors will be forever released and waived. 9. The Plaintiffs will indemnify and hold the Debtors, their estates, and their

successors harmless against any requirement by or claim of any insurer for the payment by the Debtors, their estates, or their successors of any Administrative Costs. 10. This Stipulation and Order shall not become effective unless and until it is

approved and entered by the Court. 11. By entering into this Stipulation and Order, the Debtors are not waiving any

defenses at law or in equity, including as to the Prepetition Litigation. 12. 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.

4
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13.

This Stipulation and Order shall be binding on and inure to the benefit of the

Parties hereto and their respective successors and assigns. 14. 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. 15. This Stipulation and Order contains the entire agreement by and between the

Debtors and the Plaintiffs with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into this Stipulation and Order. 16. Each of the undersigned counsel represents that he or she is authorized to execute

this Stipulation and Order on behalf of his or her respective client. 17. 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. 18. The Debtors are authorized to take all actions necessary to effectuate the relief

provided by this Stipulation and Order. 19. The terms and conditions of this Stipulation and Order shall be immediately

effective and enforceable upon its entry. 20. The Court retains jurisdiction to hear and determine all matters arising from or

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

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K&E 19101280

Dated: July 20, 2011 New York, New York

/s/ Richard J. Bolger Richard J. Bolger Grossman & Heavy PC Brick Professional Plaza 1608 Highway 88 West Suite 200 Brick, NJ 08724 (732) 206-0200 Attorney for Edward L. Epstein and Linda G. Epstein

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

K&E 19101280

SO ORDERED this ___ day of __________, 2011 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

K&E 19101280