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 PROPOSED ORDER TO SHOW CAUSE AND NOTICE OF FIXING HEARING AND OBJECTION DEADLINE TO CONSIDER DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO ENTER INTO THE OPERATING LEASES1

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 19467899

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) herby file a proposed Order to Show Cause and Notice Fixing Hearing and Objection Deadline to Consider Debtors Motion for Entry of an Order Authorizing the Debtors to Enter into the Operating Leases (the Proposed Order to Show Cause), attached hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that copies of the orders 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.

2
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New York, New York Dated: August 2, 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

K&E 19467899

EXHIBIT A Proposed Order to Show Cause

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 TO SHOW CAUSE AND NOTICE FIXING HEARING AND OBJECTION DEADLINE TO CONSIDER DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO ENTER INTO THE OPERATING LEASES 1 Upon the request of Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors)2 in connection the Debtors Motion for Entry of an Order Authorizing the Debtors to Enter into the Operating Leases (the Operating Lease Motion); and upon the Declaration of Brian S. Lennon in Support of an Order to Show Cause and Notice Fixing Hearing and Objection Deadline to Consider Debtors Motion for Entry of an Order Authorizing the Debtors to Enter into the Operating Leases (the Lennon Declaration); it appearing that good cause exists for granting an order to show cause in accordance with Rule 9077-1(a) of the Local Rules for the United States Bankruptcy Court for the Southern District of New York (this Order to Show Cause); and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

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 Operating Lease Motion.

1.

For the reasons stated in the Operating Lease Motion and the Lennon Declaration,

any party opposing the relief requested in the Operating Lease Motion are directed to appear before the before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom 610 of the United States Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004 (the Bankruptcy Court), on August 4, 2011 at 4:00 p.m. prevailing Eastern Time, or as soon thereafter as counsel may be heard (the Hearing), to show cause why an order, substantially in the form attached as Exhibit A to the Operating Lease Motion, granting the relief requested by the Debtors should not be entered 2. On or before August 3, 2011 at 4:00 p.m. prevailing Eastern Time, the Debtors

shall serve the Motion and a copy of this Order to Show Cause (a) by hand delivery upon the Office of the United States Trustee for the Southern District of New York, (b) by e-mail to all parties who have filed a notice of appearance containing e-mail information in these chapter 11 cases; and (c) by electronic notification through posting on the Bankruptcy Courts website, www.nysb.uscourts.gov; and such service shall be deemed good and sufficient service and notice of the Motion, this Order to Show Cause, the Hearing, and all proceedings to be had thereon. 3. Responses and objections, if any, to the relief requested in the Motion can be

raised at the time of the Hearing. 4. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order to Show Cause. 5. The terms and conditions of this Order to Show Cause shall be immediately

effective and enforceable upon its entry.

6.

The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order to Show Cause. New York, New York Dated: ___________, 2011 United States Bankruptcy Judge