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 DECEMBER 14, 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:

December 14, 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. B.

Debtors Status Report The Debtors intend to file a report discussing the status of the Debtors plan process before the hearing [Docket No. ___] Debtors IPFS Premium Financing Motion Debtors Motion for Entry of an Order Authorizing the Debtors to Enter into a Premium Financing and Security Agreement with IPFS Credit Corporation [Docket No. 730] Responses Received: None Status: This matter is going forward on an uncontested basis.

C.

Debtors AFCO Premium Financing Motion Debtors Motion for the Entry of an Order Authorizing the Debtors to Enter into a Premium Financing and Security Agreement with AFCO Credit Corporation [Docket No. 731] Responses Received: None Status: This matter is going forward on an uncontested basis.

D.

Best Western Lift Stay Motion Motion of Best Western International, Inc. for Order Terminating Automatic Stay [Docket No. 655] Affidavit in Support of Motion of Best Western International, Inc. for Relief from the Automatic Stay [Docket No. 656] Supplemental Affidavit in Support of Motion of Best Western International, Inc. for Relief from the Automatic Stay [Docket No. 722] Responses Received: 1. Debtors Objection to Motion of Best Western International, Inc. for Order Terminating Automatic Stay [Docket No. 753]

Replies Received: None Status: This matter is going forward.

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New York, New York Dated: December 10, 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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