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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

In re: INNKEEPERS USA TRUST, et al., Debtors.1 INNKEEPERS USA TRUST, et al., Plaintiffs, v. CERBERUS SERIES FOUR HOLDINGS, LLC, CHATHAM LODGING TRUST, INK ACQUISITION LLC, AND INK ACQUISITION II LLC, Defendants.

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

Adversary Proceeding Case No. 11-02557 (SCC)

STIPULATED ORDER BY AND BETWEEN THE DEBTORS, INK ACQUISITION LLC, INK ACQUISITION II LLC, CERBERUS SERIES FOUR HOLDINGS, LLC, AND CHATHAM LODGING TRUST Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), Cerberus Series Four Holdings, LLC (together, with its affiliates, Cerberus), Chatham Lodging Trust (together, with its affiliates, Chatham, and together, with its affiliates and Cerberus, Cerberus/Chatham), INK Acquisition LLC (INK I), and INK Acquisition II LLC (INK II, and together, with the Debtors, Cerberus, Chatham, and INK I, the Parties) hereby enter into this stipulation (this Stipulation). The Parties hereby make the following statements and agreements:

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.

A.

WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced these

voluntary cases under chapter 11 of the Bankruptcy Code and are authorized to continue to operate their business and manage their properties as a debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. B. WHEREAS, on May 2 and 3, 2011, the Debtors proceeded with the auction for 64 of the

Debtors hotels (the Fixed/Floating Properties), which closed with an unchallenged bid from Cerberus/Chatham valued at approximately $1.12 billion. C. WHEREAS, on May 16, 2011, Cerberus, Chatham, INK I, INK II, Innkeepers USA

Trust, Midland Loan Services (Midland), and Apollo Investment Corporation entered into the Amended and Restated Binding Commitment Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA Trust (together with all Exhibits thereto, the Binding Commitment Letter). The Binding Commitment Letter sets forth the terms and conditions pursuant to which Cerberus/Chatham committed to provide funding to New HoldCo so as to permit New HoldCo to, directly or indirectly, acquire 100% of the Interests of the Post-Effective Date Fixed/Floating Debtors (as such terms are defined in the Plan) pursuant to the Fixed/Floating Plan (as defined below). Among other things, the Term Sheet, attached as Exhibit B to the Binding Commitment Letter (the Term Sheet), provides as follows: Notwithstanding anything contained herein to the contrary, unless otherwise agreed by the Company, the Plan Sponsors, and Midland in writing, the Amended and Restated Term Sheet shall automatically terminate and be of no further force or effect and the Confirmation Order for the Fixed/Floating Plan will provide that both confirmation and such Confirmation Order will be automatically revoked (with a reversion to the status quo ante) on September 15, 2011 (the Outside Date) if the Effective Date has not occurred and all of the transactions contemplated under the Binding Commitment Letter, this Term Sheet, and the Fixed/Floating Plan have not been closed and consummated as contemplated thereunder, all on or before September 14, 2011. Term Sheet at 9. D. WHEREAS, on June 29, 2011, the Court entered an order (the Confirmation Order)

confirming the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, dated

June 29, 2011 [Docket No. 1799] (as amended to the date hereof, the Plan). The Plan includes four separate joint plans of reorganization that together provide for the resolution of all claims against and interests in each of the 92 Debtors in these chapter 11 cases, including the plan (the Fixed/Floating Plan) based on the transaction contemplated by the Binding Commitment Letter (the Fixed/Floating Transaction). E. WHEREAS, Article IX.G of the Plan provides that [u]nless and only to the extent

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 Binding Commitment Letter), the Confirmation Order shall be automatically revoked solely with respect to the Fixed/Floating Debtors and the Plan as applicable to the Fixed/Floating Debtors and the Binding Commitment Letter shall be null and void in all respects. F. WHEREAS, Paragraph 155 of the Confirmation Order provides that [u]nless and only to

the extent agreed among the Debtors, the Cerberus/Chatham 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 Binding Commitment Letter), th[e] Confirmation Order shall be automatically revoked solely with respect to the Fixed/Floating Debtors and the Plan as applicable to the Fixed/Floating Debtors and the Binding Commitment Letter shall be null and void in all respects. G. WHEREAS, on August 19, 2011, Cerberus, Chatham, INK I, and INK II provided the

Debtors with a notice (the Termination Notice) purporting to terminate the Binding Commitment Letter. H. WHEREAS, on August 29, 2011, the Debtors commenced this adversary proceeding,

Case No. 11-02557 (the Adversary Proceeding). I. WHEREAS, on August 31, 2011, the Debtors filed the 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 [Docket No. 2051] (the Exclusivity/1127 Motion), pursuant to which, among other things, the Debtors seek entry of an order modifying Article IX.G of the Confirmed Plan and amending paragraph 155 of the Confirmation Order so that only the consent of the Debtors, Midland, and Lehman ALI Inc. shall be required to extend beyond September 15, 2011 the date on which the Plan would be nullified and the Confirmation Order would be automatically revoked. J. WHEREAS, on August 31, 2011, the Debtors also filed the Plaintiffs Motion to Expedite

Proceedings on the Merits on the docket of the chapter 11 cases [Docket No. 2052] and on the docket of the Adversary Proceeding [Docket No. 3], pursuant to which the Debtors sought entry of an order establishing an expedited litigation schedule for the Adversary Proceeding. The Debtors request for such expedited schedule was, in part, based upon concerns that the occurrence of the September 15, 2011 Outside Date could adversely affect the arguments set forth in the Complaint in the Adversary Proceeding. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Parties, as follows: 1. Notwithstanding anything to the contrary in Binding Commitment Letter, Article IX.G of

the Confirmed Plan, or paragraph 155 of the Confirmation Order, Cerberus, Chatham, INK I, and INK II agree that their consent to any extension of the Outside Date shall no longer be required. Cerberus, Chatham, INK I, and INK II will not contest or object to any such extension of the Outside Date or the proposed plan modification requested in the Exclusivity/1127 Motion. 2. Cerberus, Chatham, INK I, and INK II waive any and all rights they may have under the

Binding Commitment Letter, the Fixed/Floating Plan, and the Confirmation Order to rely on the September 15, 2011 Outside Date as a basis to assert that the Binding Commitment Letter, the Fixed/Floating Plan or the Confirmation Order have been terminated or are no longer of any force or effect. For the avoidance of doubt, such waiver includes, without limitation: (a) any right Cerberus,

Chatham, INK I, and INK II may have to terminate the Binding Commitment Letter solely based on passage of the September 15, 2011 Outside Date; and (b) the right to argue that the Binding Commitment Letter and Term sheet, the Fixed/Floating Plan, and/or Confirmation Order will be, shall be or have been automatically revoked, terminated or been rendered null and void solely based on the passage of the September 15, 2011 Outside Date. 3. Cerberus, Chatham, INK I, and INK II shall not, for any reason or purpose whatsoever,

invoke the passage of the September 15, 2011 Outside Date under the Binding Commitment Letter, the Fixed/Floating Plan, or the Confirmation Order as grounds to declare a Termination Event under the Binding Commitment Letter or as a justification for their failure to comply with the Fixed/Floating Plan or the Confirmation Order. 4. Except as expressly provided herein, all Parties expressly reserve all claims and rights,

including, but not limited to, any rights they may have in connection with the Fixed/Floating Plan, the Confirmation Order, the Binding Commitment Letter, the Term Sheet, the Bidding Procedures Order (as defined in the Plan), the Termination Notice, the Adversary Proceeding or otherwise; for the avoidance of doubt, the occurrence of the Outside Date shall in no way prejudice the Debtors rights or remedies, including with respect to the Binding Commitment Letter and Term Sheet, the Fixed/Floating Plan, and Confirmation Order. 5. This is the entire agreement among the Parties in respect of its subject matter and all oral

statements and understandings are merged herein. 6. Each of the Parties represents and warrants it is duly authorized to enter into and be

bound by this Stipulation. 7. This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile or electronic mail, and each of which shall be deemed an original, but all of which together shall constitute one instrument.

8.

This Stipulation shall not be modified, altered, amended, or vacated without written

consent of all Parties hereto. Any such modification, alteration, amendment, or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court. 9. The Bankruptcy Court shall retain jurisdiction to hear any disputes relating to or arising

from this Stipulation.

Dated: September 14, 2011 New York, New York

IT IS SO ORDERED:

/s/ Shelley C. Chapman Honorable Shelley C. Chapman United States Bankruptcy Judge

Dated: September 13, 2011 New York, New York

/s/ Patrick M. Bryan 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. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 and Daniel T. Donovan Patrick M. Bryan KIRKLAND & ELLIS LLP 655 Fifteenth Street, NW, Ste. 1200 Washington, DC 20005 Telephone: (202)-879-5000 Facsimile: (202)-879-5200 Counsel to the Debtors and Debtors in Possession

/s/ Adam Harris SCHULTE ROTH & ZABEL LLP Adam Harris Howard Godnick Schulte Roth & Zabel LLP SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022 Telephone: (212) 756-2000 Facsimile: (212) 593-5955 Attorneys for CERBERUS SERIES FOUR HOLDINGS, LLC, INK ACQUISITION LLC, INK ACQUISITION II LLC

/s/ Scott K. Charles WACHTELL, LIPTON, ROSEN & KATZ Scott K. Charles David C. Bryan David Fischman WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 Attorneys for CHATHAM LODGING TRUST