UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
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) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
ORDER AUTHORIZING AND APPROVING THE RETENTION AND
EMPLOYMENT OF OMNI MANAGEMENT GROUP, LLC AS NOTICE
AND CLAIMS AGENT FOR THE DEBTORS AND DEBTORS IN POSSESSION
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The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification
number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS)
LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange
Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650);
Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand
Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix
Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand
Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East
Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701);
Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC
(3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg
LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand
Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix
Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia
LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC
(3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC
(3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924);
Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix
Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand
Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand
Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731);
Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC
(4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC
(3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC
(3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180);
Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063);
Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove
LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial
Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI
Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc.
(7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons
Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP
Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate
(continued on next page)


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K&E 17396236
Upon the application (the Application)
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of the Debtors, as debtors and debtors
in possession (collectively, the Debtors), for entry of an order (this Order) authorizing the
Debtors to retain and employ Omni as their noticing and claims agent, all as more fully set forth
in the Application and the Engagement Letter; and upon the First Day Declaration and the
Osborne Declaration; and the Court having found that the Court has jurisdiction over this matter
pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding
pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and
the Application in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and the Court
having found that the relief requested in the Application is in the best interests of the Debtors
estates, their creditors, and other parties in interest; and the Debtors having provided appropriate
notice of the Application and the opportunity for a hearing on the Application under the
circumstances; and the Court having reviewed the Application and having heard the statements
in support of the relief requested therein before the Court (the Hearing); and the Court having
determined that the legal and factual bases set forth in the Application and at the Hearing
establish just cause for the relief granted herein; and upon all of the proceedings had before the
Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:
1. The Application is granted to the extent provided herein.

headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way,
Suite 306, Palm Beach, Florida 33480.
2
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.

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K&E 17396236
2. The Debtors are authorized to retain Omni as their notice and claims agent in
accordance with the terms and conditions set forth in the Application and in the Engagement
Letter attached hereto as Schedule 1.
3. Omni is authorized to provide the Debtors with the services described in the
Application and the Engagement Letter. Specifically, but without limitation, Omni will render
the following services:
(a) Preparation and distribution of required notices in these Chapter 11 Cases
to all potential creditors and parties in interest, under the proper provisions
of the Bankruptcy Code and the Bankruptcy Rules as determined by the
Debtors counsel, including:
(i) a notice of the commencement of these Chapter 11 Cases and the
initial meeting of creditors under section 341(a) of the Bankruptcy
Code;
(ii) notices of objections to claims (if necessary);
(iii) notices of any hearings on a disclosure statement and confirmation
of a plan or plans of reorganization; and
(iv) such other miscellaneous notices as the Debtors or the Court may
deem necessary or appropriate for an orderly administration of
these Chapter 11 Cases;
(b) Maintenance of an official copy of the Debtors schedules of assets and
liabilities and statement of financial affairs (collectively, the
Schedules), listing the Debtors known potential creditors and the
amounts owed thereto;
(c) Providing access to the public for examination of copies of the proofs of
claim or proofs of interest filed in these Chapter 11 Cases without charge
during regular business hours (if necessary);
(d) Furnishing a notice of the last date for the filing of proofs of claim and a
form for the filing of a proof of claim, after such notice and form are
approved by this Court;
(e) Filing with the Clerks Office an affidavit or certificate of service, which
includes a copy of the notice, a list of persons to whom it was mailed (in
alphabetical order), and the date and manner mailed, within ten (10) days
of service;

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K&E 17396236
(f) Docketing all claims received by the Clerks Office or otherwise as
authorized by the Court and maintaining the official claims registers
(the Claims Register) for each Debtor on behalf of the Clerks Office,
and providing the Clerks Office with certified duplicate, unofficial
Claims Registers on a monthly basis, unless otherwise directed;
(g) Recording all transfers of claims, pursuant to Bankruptcy Rule 3001(e),
and providing any notices of such transfers required by Bankruptcy Rule
3001(e);
(h) Specifying, in the applicable Claims Register, the following information
for each claim docketed: (i) the claim number assigned; (ii) the date
received; (iii) the names and addresses of the claimant and agent, and, if
applicable, who filed the claim; and (iv) the asserted amount and
classification(s) of the claim (e.g., secured, unsecured, priority, and the
like);
(i) Relocating, by messenger, all of the actual proofs of claim filed with the
Court to Omni, not less than weekly;
(j) Upon completion of the docketing process for all claims received to date
by the Clerks Office for each case, turning over to the Clerks Office
copies of the Claims Register for the Clerks Offices review;
(k) Making changes in the Claims Registers pursuant to Court Order;
(l) Maintaining the official mailing list for each Debtor of all entities that
have filed a proof of claim, which list shall be available upon request by a
party in interest or the Clerks Office;
(m) Assisting with, among other things, solicitation and calculation of votes,
and distributions, as required, in furtherance of confirmation of chapter 11
plan(s);
(n) Providing such other claims processing, noticing, and administrative
services as may be requested from time to time by the Debtors;
(o) Filing with the Court the final version of the Claims Register immediately
before the closing of these Chapter 11 Cases;
(p) Thirty (30) days prior to the close of these Chapter 11 Cases, an order
dismissing Omni shall be submitted terminating the services of Omni upon
completion of its duties and responsibilities and upon the closing of these
cases; and
(q) At the close of the Chapter 11 Cases, boxing and transporting all original
documents, in proper format, as provided by the Clerks Office, to the

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K&E 17396236
Federal Archives Record Administration, located at Central Plains Region,
200 Space Center Drive, Lees Summit, Missouri 64064.
4. In addition to the foregoing, Omni is authorized to assist with, among other
things: (a) maintaining and updating the master mailing lists of creditors; (b) gathering data in
conjunction with the preparation of the Debtors schedules of assets and liabilities and statements
of financial affairs; (c) tracking and administration of claims; and (d) performing other
administrative tasks pertaining to the administration of these Chapter 11 Cases as may be
requested by the Debtors or the Clerks Office in accordance with the terms of the Engagement
Letter.
5. The Debtors are authorized to pay Omnis fees and expenses as set forth in the
Engagement Letter in the ordinary course of business without the necessity of Omni filing fee
applications with this Court. Without further Order of the Court, the Debtors are authorized to
compensate Omni in accordance with the terms and conditions of the Engagement Letter, upon
Omnis submission to the Debtors of invoices summarizing in reasonable detail the services
rendered and expenses incurred in connection therewith.
6. The fees and expenses of Omni incurred in performance of these services are to
be treated as an administrative expense of the Debtors estates and shall be paid by the Debtors
upon receipt of each invoice from Omni, unless Omni is advised, within 30 days of receipt of the
invoice, that the Debtors object to the invoice, in which case (unless the objection is resolved
consensually), the Debtors will schedule a hearing before the Court to consider the disputed
invoice. In such case, the Debtors shall remit to Omni only the undisputed portion of the invoice
and, if applicable, shall pay the remainder to Omni upon the resolution of the disputed portion, as
mandated by this Court. Notwithstanding the foregoing, the Debtors may be required to prepay
for certain services in accordance with the terms of the Engagement Letter.

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K&E 17396236
7. In the event Omni is unable to provide the services set out in this Order, Omni
will immediately notify the Clerks Office and Debtors counsel and cause to have all original
proofs of claim and computer information turned over to another claims agent with the advice
and consent of the Clerks Office and Debtors counsel.
8. If these Chapter 11 Cases are converted to cases under chapter 7 of the
Bankruptcy Code, Omni will continue to be paid for its services until the claims filed in the
Chapter 11 Cases have been completely processed; if claims agent representation is necessary in
the converted chapter 7 case, Omni will continue to be paid in accordance with 28 U.S.C.
156(c) under the terms set out in the Engagement Letter and this Order.
9. The Debtors and Omni are authorized to take all actions necessary to effectuate
the relief granted pursuant to this Order in accordance with the Application.
10. Notice of the Application as provided therein shall be deemed good and sufficient
notice.
11. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
12. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
13. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
14. This Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order.
New York, New York /s/Shelley C. Chapman
Date: July 20, 2010 United States Bankruptcy Judge


K&E 17396236
Schedule 1
Omni Engagement Letter

(0)
OMNI
MANAGEMENT GROUP
June 10, 2010
Marc A. Beilinson
Chief Restructuring Officer
Innkeepers HeSi'itality U SA 'T (V $ +-
340 Royal Poinciana Way
Suite 306
Palm Beach, Florida 33480
Re: Retention of Omni Management Group, LLC
Dear Mr. Beilinson:
This letter will acknowledge that you have requeste
LLC ("Omni") to provide services to Innkeepers ("Innkeepers") and its related
entities (collectively with Innkeepers, the "Companies") in preparation of, and in
connection with, the Companies' anticipated chapter 11 filings. Omni will make itself
available to the Companies, as requested, for the purposes of assisting the Companies
with case administration matters including preparation and management ofthe creditor
matrix, assisting the preparation of schedules of assets and liabilities and statement of
financial affairs, claims management, noticing, plan solicitation and tabulation, the
development and maintenance of an informational website and any other services
requested by the Companies.
The services rendered by Omni will be billed at our normal hourly rates which
range from $35.00 to $295.00 per hour as per the attached rate sheet. Rates are adjusted
annually on January 2nd of each year, and are subject to increases not to exceed ten
percent (10%) per annum. Increases greater than ten percent (10%) per annum will be
discussed with you before becoming effective.
For all such services rendered, we require a $50,000 deposit. All charges will be
on a portal to portal basis plus out-of-pocket expenses. Omni shall be compensated on a
monthly basis for those services performed by Omni during the preceding calendar
month. Invoices are payable upon submission. Attached hereto, please find a wire
transfer form for payment of the deposit and monthly invoices.
16501 BOULEVARD. SUITE 440. Ei':CINO. CAliFORNIA 91436-2068 818.906.8300 TEL 818.783.2737 FAX
1120 AVENUE OF THE AMERICAS. 4TH NEW YORK. NEW YORK 10036 212.302.3580 TEL 212.302.3820 FAX
WWW.OMNIMGT.COM
Marc A. Beilinson
June 10, 2010
Page2
Each of Omni and the Debtor, on behalf of themselves and their respective
employees, agents, professionals and representatives, agrees to keep confidential all non-
public records, systems, procedures, software and other information received from the
other party in connection with the services provided under this Agreement; provided,
however, that if either party reasonably believes that it is required to produce any such
information by order of any governmental agency or other regulatory body it may, upon
not less than five (5) business days' written notice to the other party, release the required
information.
Please acknowledge the above by signing and returning a copy of this letter.
Should you have any questions regarding the above, please do not hesitate to call me.
cc: Robert Berger
Eric Schwarz
Paul Deutch
Date: __ f.t------=--/_1 c,___,J,......,I'--o-
Marc A. Beilinson
Chief Restructuring Officer
Innkeepers \) $ Pr T (\) S f-
OMNI MANAGEMENT GROUP, LLC
www.omnimgt.com
HOURLY RATES FOR STANDARD AND CUSTOM SERVICES
Senior Consultants
Consultants/Project Specialists
Programming
Clerical Support
Quality Assurance
PRINTING AND NOTICING SERVICES
Copy
Document folding and insertion
Labels/Envelope Printing
E-mail noticing
Facsimile noticing
Postage
Envelopes
NEWSPAPER LEGAL NOTICE PUBLISHING
Coordinate and Publish Legal Notice
CLAIMS MANAGEMENT
Inputting proofs of claim
Scanning
Remote Internet Access for claims management
Setup
Access
Add'l users
CREDITOR DATABASE
Data Storage
INFORMATIONAL WEBSITE
Creation, configuration and initial setup
Data entry/information updates
Programming and customization
Debtor Hosting
ScanniQg
Committee Hosting
VIRTUAL DATA ROOMS
CALL CENTERS I DEDICATED LINE
Creation, configuration and initial setup
Hosting Fee
Usage
Service rates (actual talk and log-entry time
CASE DOCKET/CLAIMS REGISTER
SOLICITATION AND TABULATION
Plan and Disclosure Statement Mailings
Ballot Tabulation
SCHEDULES/SoFA
Preparation and updating of Schedules and SoFAs
PRE-PETITION CONSULTING SERVICES
(e.g. , preparation of cash flow, analysis of cash management system,
evaluation of insurance coverage, assist with payroll, assist
procurement and distribution of cahiers checks)
Rate Sheet
Rates Effective: January 2, 2010
RATE/COST
$195.00 - $295.00 per hou
$75.00- $125.00 per hou
$130.00- $185.00jl_er hou
$35.00 - $95.00 per hou
$35.00- $75.00 per hou
$.1 0 per image
$0.05
$.07 each
$50.00 per 1,000
$.20/image
At cost
(Advance payment required for postage charges
over $1 0,000)
Varies by size
Quote prior to publishing
$1.50 per claim
(These are flat rate charges: no hourly rates are
applied to the lllf)Uttlng of claims)
$.30/image
No charge
$250 per month per debtor (3 users
$70.00 per add'l user/per month
$.07 per creditor per month
No charg_e
$75- $95 per hou
$130 $200 per hou
$200 per month
$.30/image
No charge
Quote upon request
No charge
$5.50 per month
$.0825 per minute
$75.00 per hou
No charge
Quoted prior to printing
Standard service rates a p p l ~
$65.00-$265.00 per hou
Standard service rates a p p l ~
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OMNI MANAGEMENT GROUP, LLC
www.omnimgt.com
UST REPORTING COMPLIANCE
(e.g., assist debtors to meet satisfy jurisdicational requirements,
I preparation of monthly operating and post-confirmation reports)
LIQUIDATING/DISBURSING AGENT
(e.g., comply with Plan requirements, preparation of disbursement
reports, payout calculations, check generation, bank reconciliations)
MISCELLANEOUS
Telephone charges

Archival DVD/CD-Rom
2 of2
Rate Sheet
Rates Effective: January 2, 2010
Standard service rates
Standard service rates aJ>Ill)
At cost
At cos
$40.00 per