Proposed Hearing Date and Time: May 10, 2011 at 2:00 p.m.

prevailing Eastern Time Proposed Objection Deadline: May 10, 2011 at 2:00 p.m. prevailing Eastern Time

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

NOTICE OF DEBTORS MOTION (A) FOR AN EXPEDITED HEARING AND (B) TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING (I) STIPULATION BY AND BETWEEN DEBTORS, LNR PARTNERS LLC, AND AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS AND (II) BREAK-UP FEE AND EXPENSE REIMBURSEMENT FOR CHATHAM LODGING L.P. PLEASE TAKE NOTICE that Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors) file this Motion (a) for an Expedited Hearing and (b) to Shorten the Notice Period (the Motion to Shorten Time) so that the Debtors Motion for Entry of an Order Approving (I) Stipulation By and

Between Debtors, LNR Partners LLC, and Ad Hoc Committee of Preferred Shareholders and (II) Break-Up Fee and Expense Reimbursement for Chatham Lodging L.P. (the Motion) may be heard on May 10, 2011 at 2:00 p.m. prevailing Eastern Time before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408 (the May 10th Hearing). PLEASE TAKE FURTHER NOTICE that objections to the Motion or the Motion to Shorten Time may be raised in person or telephonically at the May 10th Hearing. PLEASE TAKE FURTHER NOTICE that, to the extent an objection to the Motion or Motion to Shorten Time is raised in advance of the May 10th Hearing, such objection: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than May 10, 2011 at 2:00 p.m. prevailing Eastern Time by: (a) the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent and (b) Chatham Lodging L.P.

New York, New York Dated: May 6, 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

Proposed Hearing Date and Time: May 10, 2011 at 2:00 p.m. prevailing Eastern Time Proposed Objection Deadline: May 10, 2011 at 2:00 p.m. prevailing Eastern Time

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

DEBTORS MOTION (A) FOR AN EXPEDITED HEARING AND (B) TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING (I) STIPULATION BY AND BETWEEN DEBTORS, LNR PARTNERS LLC, AND AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS AND (II) BREAK-UP FEE AND EXPENSE REIMBURSEMENT FOR CHATHAM LODGING L.P. 1

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 (continued on next page)

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (this Motion to Shorten Time) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) scheduling the hearing to consider the Debtors Motion for Entry of an Order Approving (I) Stipulation By and Between Debtors, LNR Partners LLC, and Ad Hoc Committee of Preferred Shareholders and (II) BreakUp Fee and Expense Reimbursement for Chatham Lodging L.P. (the Motion)2 for May 10, 2011 at 2:00 p.m. prevailing Eastern Time and (b) shortening the notice period for the Motion from 21 days to four days. In support of this Motion to Shorten Time, the Debtors respectfully state as follows: Jurisdiction 1. The United States Bankruptcy Court for the Southern District of New York

(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are Rule 2002(a) and Rule

9006(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Relief Requested 4. Contemporaneously with the filing of this Motion to Shorten Time, the Debtors

are filing the Motion, which seeks approval of (a) that certain Stipulation by and Between the Debtors, LNR Partners LLC, as Special Servicer for the Trusts, and the Ad Hoc Committee of

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.
2

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

Preferred Shareholders Regarding the Sale of Trust Properties, dated May 3, 2011 (the Stipulation) and (b) certain bid protections (the Chatham Bid Protections) for the successful bid of Chatham Lodging L.P. (Chatham L.P.) for the five properties specially serviced by LNR Partners LLC (LNR); namely, the Residence Inn Mission Valley, Residence Inn Anaheim (Garden Grove), Doubletree Washington DC, Residence Inn Tysons Corner, and Homewood Suites San Antonio (collectively, the LNR Properties). By this Motion to

Shorten Time, the Debtors seek to have both the objection deadline and the hearing date for the Motion established as May 10, 2011 at 2:00 p.m. prevailing Eastern Time. Background 5. On July 29, 2010 (the Petition Date), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in the Chapter 11 Cases, and no committees have been appointed or designated. 6. Additional information regarding the Debtors business, capital structure, and the

circumstances leading to these chapter 11 cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33]. Basis for Relief 7. Bankruptcy Rule 2002(a)(2) provides for a 21-day notice period for parties in

interest for any proposed use, sale, or lease of property of the estate other than in the ordinary course of business, unless the court shortens the time or directs another method of giving notice. 3

Ample cause exists to shorten the notice requirements in this case. First, as discussed in the Motion, the Debtors conducted a successful auction for the LNR Properties that resulted in a winning bid from Chatham L.P., which provides $195 million dollars for the Debtors estates (the Chatham Bid). The Chatham Bid is contingent on LNRs agreement to provide financing to Chatham. And LNRs financing commitment is memorialized in and conditioned on the Courts approval of the Stipulation by May 25, 2011. LNR has asked the Debtors to seek approval of the Stipulation in expedited fashion so that it can avoid expending unnecessary time and resources documenting the LNR Financing (in the event the relief requested herein is not approved). 8. Second, as described in the Motion, with the support of LNR and the Ad Hoc

Committee, the Debtors decided, pursuant to vigorous negotiations, to offer Chatham L.P. a $2.0 million break-up fee and up to a $500,000 expense reimbursement to secure a valuemaximizing bid.3 The Chatham Bid is conditioned on the Courts approval of the Chatham Bid Protections by May 24, 2011. The Debtors seek approval of the Stipulation and the Chatham Bid Protections on May 10, 2011 in tandem with the requested approval of their disclosure statement (the Disclosure Statement).4 Proceeding in this manner will allow the Debtors to disclose the Chatham Bid Protections in the Disclosure Statement, allow LNR to begin the documentation process for the LNR Financing with the comfort the Stipulation will be approved, and reduces the possibility of triggering a termination event under the asset purchase agreement related to the
3

The Chatham Bid Protections also provide that, if confirmation of the plan is not achieved by July 31, 2011, under certain circumstances, the expense reimbursement cap increases to $1 million. See Debtors Motion for Entry of an Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents To Be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedures [Docket No. 1095].

Chatham Bid after approval of a disclosure statement and solicitation on a plan encompassing such bida result that would effectively halt substantial progress achieved by the Debtors through their robust marketing process and remarkably successful auction. 9. For the reasons stated herein, the Debtors respectfully submit this Motion to

Shorten Time is in the best interests of the Debtors estates. The Debtors relatedly request that the Court modify the notice requirements for the Motion so that the Debtors do not violate the requirements of Bankruptcy Rule 2002(a) and the Notice, Case Management, and Administrative Procedures [Docket No. 56]. Motion Practice 10. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated, and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies Local Bankruptcy Rule 9013-1(a). Notice 11. The Debtors have provided notice of this Motion to (a) the entities on the Master

Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent and (b) Chatham L.P. The Debtors respectfully submit that no further notice is necessary. No Prior Request 12. court. No prior motion for the relief requested herein has been made to this or any other

WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper.

New York, New York Dated: May 6, 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

EXHIBIT A Proposed Order

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

ORDER GRANTING DEBTORS MOTION (A) FOR AN EXPEDITED HEARING AND (B) TO SHORTEN THE NOTICE PERIOD WITH RESPECT TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING (I) STIPULATION BY AND BETWEEN DEBTORS, LNR PARTNERS LLC, AND AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS AND (II) BREAK-UP FEE AND EXPENSE REIMBURSEMENT FOR CHATHAM LODGING L.P. 1 Upon the motion (the Motion to Shorten Time)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) setting the hearing date to consider the Debtors Motion for Entry of an Order Approving (I) Stipulation By and Between Debtors, LNR Partners LLC, and Ad Hoc Committee of Preferred Shareholders and (II) BreakUp Fee and Expense Reimbursement for Chatham Lodging L.P. (the Motion) and the related objection deadline for May 10, 2011 at 2:00 p.m. prevailing Eastern Time and (b) shortening the notice requirements for the Motion; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157

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. Capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion to Shorten Time is granted to the extent provided herein. The Motion and the Motion to Shorten Time shall be heard at a hearing scheduled

for May 10, 2011 at 2:00 p.m. prevailing Eastern Time. 3. sufficient. 4. The terms and conditions of this Order shall be immediately effective and Notice of the Motion and the Motion to Shorten Time shall be deemed good and

enforceable upon its entry. 5. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 6. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion to Shorten Time. 7. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

New York, New York Dated: ___________, 2011 United States Bankruptcy Judge