Proposed Hearing Date and Time: TBD Objection Deadline: TBD

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

DEBTORS MOTION FOR ENTRY OF AN ORDER (I) EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF, AND (II) APPROVING MODIFICATIONS TO THE FIXED/FLOATING PLAN AND REMAINING DEBTOR PLAN AND RELATED AMENDMENTS TO THE CONFIRMATION ORDER 1
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 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.

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A (the Order), (a) extending, for all Debtors with chapter 11 plans that have not been fully consummated, including the 64 Debtors that own or operate the hotels that secure the Debtors Fixed Rate Mortgage Loan and Floating Rate Mortgage Loan (the Fixed/Floating Debtors), the exclusive period to file a chapter 11 plan (the Exclusive Filing Period) through and including January 19, 2012, and the exclusive period during which only the Debtors may solicit acceptances of a chapter 11 plan (the Exclusive Solicitation Period and, together with the Exclusive Filing Period, the Exclusive Periods) through and including March 19, 2012, without prejudice in either case to the right of the Debtors to seek further extensions of such periods and (b) approving the following modifications to the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, filed on June 29, 2011 [Docket No. 1799] (the Confirmed Plan) and the Findings of Fact, Conclusions of Law, and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, entered on June 29, 2011 [Docket No. 1804] (the Confirmation Order):2 (i) Modifying Article IX.G of the Confirmed Plan and amending paragraph 155 of

the Confirmation Order to provide only the Debtors, Midland, and Lehman with the right to agree to extend the date on which the Fixed/Floating Plan would be nullified and the Confirmation Order would be automatically revoked with respect to the Fixed/Floating Plan beyond September 15, 2011the deadline by which the transaction that forms the basis for the
2

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Confirmed Plan.

Fixed/Floating Plan must be closed (the Fixed/Floating Plan Outside Date); and (ii) Modifying Article IV.Y.4 of the Confirmed Plan (and any related provisions) to

clarify that the Non-Effective Remaining Debtors (as defined below) can substantially consummate the Remaining Debtor Plan without being required to transfer any assets related to the Fixed/Floating Debtors, including any equity they hold directly or indirectly in the Fixed/Floating Debtors, to the Liquidation Trust, thereby enabling all of the Non-Effective Remaining Debtors to substantially consummate the Remaining Debtor Plan immediately. In support of this Motion, the Debtors respectfully state as follows: Preliminary Statement 1. As the Debtors informed the Court in the Debtors Status Report, dated August

22, 2011 [Docket No. 2031], INK Acquisition LLC, INK Acquisition II LLC, Cerberus Series Four Holdings, LLC (Cerberus), and Chatham Lodging Trust (Chatham and, together with Cerberus, Cerberus/Chatham) have purported to terminate their commitments with respect to the Fixed/Floating Transaction. As a result of Cerberus/Chathams action, the occurrence of the Effective Date for the Fixed/Floating Plan (and the timing thereof) is uncertain, and the Debtors are required to take certain precautions to ensure these Chapter 11 Cases continue to be administered in an efficient mannerincluding seeking the requested extension of the Exclusive Periods, which are currently set to expire on October 1, 2011. 2. The Debtors are also requesting authority to make certain modifications to the

Confirmed Plan. First, the Debtors seek to amend the Confirmed Plan and the Confirmation Order to make clear that only the Debtors, Midland, and Lehman would need to consent to any extension of the Fixed/Floating Plan Outside Date. The Confirmed Plan and Confirmation Order currently require Cerberus and Chatham to consent to any such extension. Thus, Cerberus and 3

Chathams failure to close the transaction contemplated by the Fixed/Floating Plan (the Fixed/Floating Transaction) before the Fixed/Floating Plan Outside Date could very likely cause the nullification of the Fixed/Floating Plan and the automatic revocation of the Confirmation Order for the Fixed/Floating Plan,3 and all indications suggest that Cerberus and Chatham do not intend to honor their binding obligations under the Commitment Letter. Nevertheless, the Fixed/Floating Debtors may still be able to consummate the Fixed/Floating Plan with certain modifications and the consent of their major stakeholders. Given these circumstances, Cerberus and Chatham should not have the ability to unravel the Fixed/Floating Plan. The requested modifications would allow the Debtors more time, which extension is amply justified in these circumstances, to develop a new restructuring strategy for the Fixed/Floating Debtors, and could eliminate the need to resolicit votes and reopen the confirmation hearing for an immaterially modified plan of reorganization. 3. Second, the Debtors request a modification to the Liquidation Trust provisions of

the Remaining Debtor Plan to clarify that the Non-Effective Remaining Debtors (i.e., the Remaining Debtors that own, directly or indirectly, equity interests in the Fixed/Floating Debtors)4 will not be required to transfer assets related to the Fixed/Floating Debtors to the

See Plan at Article IX.D.2.a (providing that a condition to the Effective Date of the Fixed/Floating Plan is that [t]he Outside Date under the Commitment Letter shall not have occurred); Plan at Article IX.G (Unless and only to the extent otherwise agreed among the Debtors, the Fixed/Floating Plan Sponsors, Lehman, and Midland, if the Effective Date as to the Fixed/Floating Debtors does not occur on or before September 15, 2011 (i.e., the Outside Date under the Commitment Letter), the Confirmation Order shall be automatically revoked and the Plan as applicable to the Fixed/Floating Debtors and the Commitment Letter shall be null and void in all respects); Original Confirmation Order at 155 (restating Article IX.G of the Plan). As of the date hereof, the Remaining Debtor Plan has gone effective with respect to nine of the Remaining Debtors. The other seven Remaining DebtorsGrand Prix Holdings LLC; Innkeepers USA Limited Partnership; Innkeepers USA Trust; Grand Prix IHM, Inc.; Innkeepers Financial Corporation; KPA Leaseco Holding, Inc.; and KPA Leaseco, Inc. (collectively, the Non-Effective Remaining Debtors)have not yet declared the effectiveness of the Remaining Debtor Plan because they hold equity interests, either directly or indirectly, in the Fixed/Floating Debtors.

Liquidation Trust.5 If the Confirmed Plan is not modified and the Remaining Debtor Plan (as to the Non-Effective Remaining Debtors) went effective before the Fixed/Floating Plan, the Trustee for the Liquidation Trust (as owner of the transferred Interests in the Fixed/Floating Debtors) would inherit the responsibility of managing the Fixed/Floating Debtors and their restructuring. Correspondingly, the Board of Innkeepers USA Trust would lose its authority to do so because Innkeepers USA Trust would no longer be the indirect owner of any of the Fixed/Floating Debtors. This clarification will allow the Non-Effective Remaining Debtors to substantially consummate the Remaining Debtor Plan while ensuring the Board of Innkeepers USA Trust properly maintains its authority over the Fixed/Floating Debtors. And, perhaps most

importantly, this clarification will help ensure that none of the Remaining Debtors will bear the continued costs of administering the Fixed/Floating Debtors Chapter 11 Cases. Jurisdiction 4. 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). 5. 6. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 1121(d) and 1127

of title 11 of the United States Code (the Bankruptcy Code).

See Confirmed Plan at IV.Y.4 (On the Effective Date, the Trust Debtors will transfer to the Liquidation Trust the Trust Assets for the benefit of the Beneficiaries of the Liquidation Trust in accordance with the provisions herein, notwithstanding any prohibition of assignability under non-bankruptcy law.).

Relief Requested 7. By this Motion, the Debtors respectfully request that the Court enter an order

(a) extending, for all Debtors with chapter 11 plans that have not been fully consummated, including the Fixed/Floating Debtors, the Exclusive Filing Period through and including January 19, 2012 and the Exclusive Solicitation Period through and including March 19, 2012, without prejudice to their rights to seek further extensions of the Exclusive Periods, and (b) approving the proposed modifications to the Confirmed Plan and Confirmation Order without the need for further solicitation of votes. Background 8. On July 19, 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. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 9. On June 23, 2011, the Court held a hearing to consider confirmation of the Plan.

On June 29, 2011, the Court confirmed the Plan [Docket No. 1804]. 10. The Effective Date for the following Joints Plans has occurred: a. The Ontario Plan;6

Notice of Entry of Confirmation Order and Occurrence of Effective Date of the Ontario Joint Plan of (continued on next page)

b.

The Remaining Debtor Plan with respect to the following Remaining Debtors: Grand Prix Term Lessee, LLC; Grand Prix General Lessee LLC; Grand Prix RIGG Lessee LLC; Grand Prix RIMV Lessee, LLC; KPA RIGG, LLC; KPA RIMV, LLC; KPA San Antonio, LLC; KPA Tysons Corner RI, LLC; and KPA Washington DC, LLC (collectively, the Effective Remaining Debtors);7 and The Anaheim Plan.8

c. 11.

As described above, the Effective Date under the Remaining Debtor Plan has not

occurred for the Non-Effective Remaining Debtors. The Non-Effective Remaining Debtors generally consist of the most senior entities in the Debtors organizational structure, including, but not limited to, Innkeepers USA Limited Partnership, Innkeepers USA Trust, and Grand Prix Holdings LLC. All conditions precedent to the Effective Date of the Remaining Debtor Plan have been satisfied. The Debtors had previously held off on substantially consummating the Remaining Debtor Plan for the Non-Effective Remaining Debtors to prevent the automatic vesting of the Non-Effective Remaining Debtors equity interests in the Fixed/Floating Debtors in the Liquidation Trust prior to the closing of the Fixed/Floating Transaction. As a result of this prudent decision, the Board of Innkeepers USA Trust has remained in control as Cerberus and Chatham have tried to avoid their obligations under the Commitment Letter, the Confirmed Plan, and the Confirmation Order. But now that the occurrence of the Effective Date for the

Fixed/Floating Plan is uncertain, the Debtors believe it is important for the Non-Effective

Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1859]

7

Notice of Occurrence of Effective Date of the Chapter 11 Plan for Certain of the Remaining Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 1911] Notice of Entry of Confirmation Order and Occurrence of Effective Date of the Anaheim Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1965]

Remaining Debtors to consummate the Remaining Debtor Plan and go effective as soon as practicable. Basis for Relief I. An Extension of the Debtors Exclusive Periods is Warranted. 12. Section 1121(d)(1) of the Bankruptcy Code permits the Court to extend a debtors

exclusive periods to file a chapter 11 plan and solicit acceptances thereof upon a demonstration of cause. Specifically, section 1121(d) of the Bankruptcy Code states: [O]n request of a party in interest made within the respective periods specified in subsections (b) and (c) of this section and after notice and a hearing, the court may for cause reduce or increase the 120-day period or the 180-day period referred to in this section. 11 U.S.C. 1121(d)(1). The 120-day period may not be extended beyond a date that is 18 months after the [petition] date and the 180-day period may not be extended beyond a date that is 20 months after the [petition] date. 11 U.S.C. 1121(d)(2). 13. Although cause is not defined in section 1121(d)(1) or elsewhere in the

Bankruptcy Code, the legislative history indicates that cause is intended to be a flexible standard that balances the competing interests of a debtor and its creditors. See H.R. Rep. No. 95-595 at 231, 232 (1978), reprinted in 1978 U.S.C.C.A.N. 5963, 6191. This flexibility is intended to give a debtor an adequate opportunity to stabilize its business operations at the outset of the case and to then negotiate a plan with its creditors. See In re Gibson & Cushman Dredging Corp., 101 B.R. 405, 409 (Bankr. E.D.N.Y. 1989) (stating that the for cause standard under section 1121 allows for maximum flexibility); In re McLean Indus., Inc., 87 B.R. 830, 833 (Bankr. S.D.N.Y. 1987) (stating that cause is undefined by statute, but the legislative history indicates that it is to be viewed flexibly).

14.

Courts consider a number of factors to decide whether cause exists to extend a

debtors exclusive periods, including the following: the size and complexity of the case; the need for sufficient time to permit the debtor to negotiate a chapter 11 plan and prepare adequate information; the existence of good faith progress toward reorganization; the fact that the debtor is paying its bills as they come due; whether the debtor has demonstrated reasonable prospects for filing a viable plan; whether the debtor has made progress in its negotiations with creditors; the amount of time that has elapsed in the case; whether the debtor is not seeking to extend exclusivity to pressure creditors to accede to the debtors reorganization demands; and the existence of an unresolved contingency.

See In re Adelphia Commcns Corp., 352 B.R. 578, 587 (Bankr. S.D.N.Y. 2006); see also In re Lionel L.L.C., Case No. 04-17324, 2007 WL 2261539, at *6 (Bankr. S.D.N.Y. Aug. 3, 2007); McLean Indus., 87 B.R. at 834. A finding that any of these factors exists may justify extending a debtors exclusive filing and solicitation periods. See In re Express One Intl, 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996) (analyzing only four of the nine factors as to whether cause existed to extend exclusivity); In re Interco, Inc., 137 B.R. 999, 1001 (Bankr. E.D. Mo. 1992) (considering only four factors and holding that bondholders committee failed to show cause to terminate debtors exclusivity); In re Texaco, Inc., 76 B.R. 322, 327 (Bankr. S.D.N.Y. 1987) (holding that cause existed to extend exclusivity based only on only one factor: the size and complexity of the debtors chapter 11 case).

15.

Generally, the relevant Adelphia factors effectively stand for the proposition that

exclusivity should be extended to the extent a debtor is making appropriate progress toward a successful resolution of its chapter 11 case, given the circumstances it faces. It cannot be disputed that the Debtors have made significant progress to date. The Debtors capital structure is complex and the Chapter 11 Cases have required litigation and the brokering of significant compromises nearly every step of the way. The Debtors respectfully submit that the proposed extension is appropriate given these circumstances: The Debtors have already substantially consummated the Anaheim Plan and the Ontario Plan. The Debtors have also substantially consummated the Remaining Debtor Plan with respect to nine of the 16 Remaining Debtors. Subject to the Courts approval of this Motion, the Non-Effective Remaining Debtors will substantially consummate the Remaining Debtor Plan immediately. The Debtors had satisfied all of the closing conditions for which they were responsible under the Fixed/Floating Plan in a timely manner before Cerberus and Chatham decided not to close.

16.

Most recently, since Cerberus/Chatham informed the Debtors they would not

close the transaction on August 5, the Debtors have acted prudently to ensure their business will continue to operate as smoothly as it has since the commencement of these cases over one year ago. The Debtors are working closely with their constituents to develop a new strategy for the Fixed/Floating Debtors. The Debtors, with the assistance of their advisors, including their investment banker, Moelis & Company LLC, have begun to develop a marketing process for the assets in the event Cerberus/Chatham do not live up to their contractual obligations. The Debtors have also requested extensions of the Lehman DIP Facility and the Five Mile DIP Facility, which are scheduled to expire on September 12 and 19, 2011, respectively.

10

17.

As part of each of these processes, the Debtors will continue to coordinate with

their key constituencies, including their franchisors, and will make a determination about the most effective course of action. To protect the significant progress to date and avoid the significant distractions, disruptions, and time pressures the Debtors would surely encounter if required to undertake all of these efforts in the face of a looming expiration of the Exclusive Periods or in the shadow of competing plans, the Debtors respectfully submit the Court should grant the requested extension of the Exclusive Periods. II. The Proposed Plan Modifications Are Warranted. A. 18. The Proposed Modifications To the Confirmed Plan Satisfy Section 1127. The Bankruptcy Code provides a debtor the ability to modify a plan both before

and after confirmation, and without the need to resolicit, to the extent it satisfies sections 1127(b)-(c) of the Bankruptcy Code. Specifically, sections 1127(b)-(c) of the Bankruptcy Code, in relevant part, provide that: (b) The proponent of a plan or the reorganized debtor may modify such plan at any time after confirmation of such plan and before substantial consummation of such plan, but may not modify such plan so that such plan as modified fails to meet the requirements of sections 1122 and 1123 of this title. Such plan as modified under this subsection becomes the plan only if circumstances warrant such modification and the court, after notice and a hearing, confirms such plan as modified, under section 1129 of this title. (c) The proponent of a modification shall comply with section 1125 of this title with respect to the plan as modified. 11 U.S.C. 1127. i. 19. The Proposed Modifications Bankruptcy Code. Satisfy Section 1127(b) of the

The Debtors submit the modifications to the Confirmed Plan satisfy section

1127(b) of the Bankruptcy Code because the Confirmed Plan, was not substantially 11

consummated, and even with the proposed modifications, still satisfies the requirements of sections 1122 and 1123 of the Bankruptcy Code, and circumstances warrant the requested modifications. ii. The Proposed Modifications Satisfy Section 1127(c) of the Bankruptcy Code Because They are Immaterial and Require No Further Disclosure or Resolicitation.

20.

Although section 1127(c) of the Bankruptcy Code requires any proposed

modifications to a confirmed plan to comply with the disclosure requirements set forth in section 1125 of the Bankruptcy Code, the legislative history of section 1127(c) makes clear that not all modifications to a confirmed plan require new disclosure. See H. Rep. No. 595, 95th Cong., 1st Sess., 411 (1977) (if the modification were sufficiently minor, the court might determine that additional disclosure was not required under the circumstances). Indeed, further disclosure is only necessary when the modification materially and adversely impacts a claimants treatment. See Resolution Trust Corp. v. Best Prods. Co. 177 B.R. 791, 802 (S.D.N.Y. 1995), affd, 68 F.3d 26 (2d. Cir. 1995), dismissing appeal from 168 B.R. 35 (Bankr. S.D.N.Y. 1994) (noting that the key inquiry was whether the modification materially altered the plan so that a claimants treatment was adversely affected); In re Cellular Info. Sys., Inc., 171 B.R. 926, 929 n.6 (Bankr. S.D.N.Y. 1994) (non-material plan modifications do not require resolicitation of the respective impaired classes of creditors and equity security holders); see also In re New Power Co., 438 F.3d 1113, 1118 (11th Cir. 2006) ([A]s an initial matter, we consider whether there was any material and adverse modifications from the First Amended Plan.); In re Century Glove, Inc., 1993 WL 239489, *3 (D. Del. Feb. 10, 1993) (upholding bankruptcy courts finding that section 1127 did not require further disclosure and resolicitation of votes on plan modification that altered the treatment to only one creditor when the modifications at issue did not materially and

12

adversely impact any creditors who voted for the [plan]); Beal Bank, S.S.B. v. Jacks Marine, Inc. (In re Beal Bank, S.S.B.), 201 B.R. 376, 380 (E.D. Pa. 1996) (further disclosure and solicitation not required under sections 1127(b) and (c) where modification to plan is immaterial). 21. A plan modification is not material unless it so affects a creditor or interest

holder who accepted the plan that such entity, if it knew of the modification, would be likely to reconsider its acceptance. Best Prods. Co. 177 B.R. at 824. Thus, a clear and obvious improvement to the position of the creditors affected by the modification will not require resolicitation of the modified plan. In re Concrete Designers, Inc., 173 B.R. 354, 356 (Bankr. S.D. Ohio 1994). Nor will a modification that is determined to be immaterial require

resolicitation. See In re American Solar King Corp., 90 B.R. 808, 824 (Bankr. W.D. Tex. 1988). This reading of section 1127(c) is entirely consistent with the disclosure requirements in section 1125 because a modification that is not material is, by definition one which will not affect an investors voting decision, and thus, [a]dditional disclosure would serve no purpose[.] Id. 22. Numerous courts have permitted post-confirmation modifications without

solicitation when the requirements of section 1127(b) are satisfied. See Cellular Info. Sys., 171 B.R. at 929 n.6 (I find that such changes are nonmaterial modifications which do not require resolicitation of the respective impaired classes of creditors and equity security holders.); see also In re Global Crossing Ltd., No. 02-40188 (Bankr. S.D.N.Y. Dec. 4, 2003) (Gerber, R.) (approving post-confirmation plan modifications to structure of capital facility and intercreditor agreements without solicitation) [Docket No. 3811]; In re WorldCom, Inc., No. 02-13533 (Bankr. S.D.N.Y. Feb. 25, 2004) (approving a post-confirmation plan modification without solicitation where the Debtor extended the deadline for which certain conditions 13

precedent to the Effective Date had to occur and added certain interest rate protections for noteholders) [Docket No. 10944]; In re Solutia, Inc., 2008 WL 611609 (Bankr. S.D.N.Y. Feb. 26, 2008) (Beatty, P.) (approving post-confirmation plan modifications without solicitation to enforce agreement by creditor to waive right to professional fees and to release certain commitment parties from obligations under the plan). 23. The Debtors submit their proposed modifications to the Confirmed Plan do not In fact, the proposed

materially (much less negatively) impact creditors recoveries.

modifications only stand to positively impact creditors recoveries by allowing the Debtors time to develop a new value-maximizing restructuring strategy for the Fixed/Floating Debtors. And it is implausible any creditor would have voted differently had the Plan included these modifications before the original voting deadline. The Debtors therefore submit the

modifications are in the best interests of the Debtors creditors. 24. Accordingly, the Debtors respectfully submit the modifications to the Confirmed

Plan are neither material nor adverse, and, therefore, further disclosure and/or resolicitation is unwarranted. B. 25. The Court Should Approve the Proposed Amendment to the Confirmation Order. As described above, section 1127(b) of the Bankruptcy Code contemplates that a

chapter 11 plan can be modified after a bankruptcy court has entered its confirmation order with respect thereto, notwithstanding the fact that the plan specifically confirmed by such order has been changed. 11 U.S.C. 1127(b). This is not surprising given that section 1127(b) also requires the bankruptcy court to determine that the plan, as modified, satisfies the confirmation requirements of section 1129 of the Bankruptcy Code.

14

26.

With respect to the Confirmed Plan, the Court has already made a number of

findings of fact and conclusions of law, which are all set forth in the Confirmation Order, and are supported by the extensive factual record in these proceedings. The proposed modifications, because they are immaterial, do not implicate any of those findings of fact and conclusions of law. Moreover, the Confirmation Order expressly authorized the Debtors to modify the

Confirmed Plan post-confirmation: Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications set forth in the Plan, the Debtors expressly reserve their rights to alter, amend, or modify materially the Plan with respect to the Debtors, one or more times, after Confirmation, and, to the extent necessary, may initiate proceedings in the Bankruptcy Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessary to carry out the purposes and intent of the Plan. Any such modification or supplement shall be considered a modification of the Plan and shall be made in accordance with this Article X of the Plan. Confirmation Order at 237. The Debtors respectfully submit the requested modifications to the Confirmed Plan and amendment to the Confirmation Order are necessary to carry out the purposes and intent of the Remaining Debtor Plan and the Fixed/Floating Plan, and the Court should approve the requested modifications and amendment. Motion Practice 27. 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 Rule 9013-1(a) of the Local Bankruptcy Rules for the Southern District of New York.

15

Waiver of Bankruptcy Rule 6004(a) and 6004(h) 28. To implement the foregoing successfully, the Debtors seek a waiver of the notice

requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease of a property under Bankruptcy Rule 6004(h). Notice 29. The Debtors have provided notice of this Motion consistent with the Confirmation

Order [Docket No. 1804], which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The Debtors respectfully submit that no further notice is necessary. No Prior Request 30. court. No prior motion for the relief requested herein has been made to this or any other

16

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: August 31, 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

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 (I) EXTENDING THE EXCLUSIVE PERIODS DURING WHICH ONLY THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF, AND (II) APPROVING MODIFICATIONS TO THE FIXED/FLOATING PLAN AND REMAINING DEBTOR PLAN AND RELATED AMENDMENTS TO THE CONFIRMATION ORDER1 Upon the motion (the Motion)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) extending, for each of the Debtors for which a chapter 11 plan has not been substantially consummated, including the Fixed/Floating Debtors, the Exclusive Filing Period through and including January 19, 2012 and the

Exclusive Solicitation Period through and including March 19, 2012, without prejudice to their rights to seek further extensions of the Exclusive Periods and (b) approving the proposed modifications to the Confirmed Plan and Confirmation Order without the need for further solicitation of votes; 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
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 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. All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

Motion and the relief requested therein pursuant to 28 U.S.C. 157 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 is granted. For each of the Debtors for which a chapter 11 plan has not been substantially

consummated, including the Fixed/Floating Debtors, the Exclusive Filing Period is hereby extended through and including January 19, 2012 and the Exclusive Solicitation Period is hereby extended through and including March 19, 2012. 3. follows: a. Notwithstanding anything to the contrary in Article IV.Y.4, the NonEffective Remaining Debtors can substantially consummate the Remaining Debtor Plan without being required to transfer any assets related to the Fixed/Floating Debtors, including any equity they hold directly or indirectly in the Fixed/Floating Debtors, to the Liquidating Trust. Notwithstanding anything to the contrary in the Commitment Letter, Article IX.G of the Confirmed Plan, or paragraph 155 of the Confirmation Order, unless and only to the extent otherwise agreed among the Debtors, Lehman, and Midland, if the Effective Date as to the Fixed/Floating Debtors does not occur on or before September 15, 2011 (i.e., the Outside Date under the Commitment Letter), the Fixed/Floating Plan and the Commitment Letter shall be null and void in all respects, and the Confirmation Order shall be automatically revoked with respect to the Fixed/Floating Plan. The Fixed/Floating Plan Sponsors consent to any extension of the Fixed/Floating Plan Outside Date shall not be required. 2 The Confirmed Plan and Confirmation Order shall be deemed modified as

b.

4.

The Debtors are not required to resolicit acceptances of the Confirmed Plan, as

modified, or prepare and distribute a new disclosure statement with respect thereto, and the Confirmed Plan, as modified, is deemed accepted by all creditors who have previously voted to accept the Confirmed Plan. 5. The Debtors reserve all of their rights to seek further modifications to the

Confirmed Plan in accordance with section 1127 of the Bankruptcy Code and in accordance with the terms of the Confirmed Plan. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 8. 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