James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L.

Marines 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

NOTICE OF FILING OF STIPULATION AND AGREED ORDER RESOLVING ROYAL CUP, INC.S MOTION FOR THE ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503 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.

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PLEASE TAKE NOTICE that on September 2, 2010, Royal Cup, Inc. filed the Motion for the Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 394]. PLEASE TAKE FURTHER NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Stipulation and Agreed Order Resolving the Motion for the Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503, which the Debtors are submitting to the Court for entry. PLEASE TAKE FURTHER NOTICE that copies of the documents 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.

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New York, New York Dated: September 22, 2010

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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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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

STIPULATION AND AGREED ORDER RESOLVING ROYAL CUP, INC.S MOTION FOR THE ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503 2 Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession (collectively, the Debtors) and Royal Cup, Inc. (Royal Cup, and together with the Debtors, the Parties), through their undersigned counsel hereby enter into this stipulation and agreed order (the Stipulation and Order). WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced these voluntary cases under title 11 of the United States Code (the Bankruptcy Code) and are continuing to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; WHEREAS, on July 28, 2010, the Office of the United States Trustee for the Southern District of New York appointed an official committee of unsecured creditors; WHEREAS, on September 2, 2010, Royal Cup filed its Motion for the Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 394] (the

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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Royal Cup Motion) seeking the allowance and immediate payment of an administrative expense claim in the amount of $23,721.36; WHEREAS, as an attachment to the Royal Cup Motion, Royal Cup provided invoices to the Debtors for goods delivered by Royal Cup and received by certain Debtors within 20 days before the Petition Date in the aggregate amount of $23,721.36 for which Royal Cup has not received payment from the Debtors; WHEREAS, the Debtors have reviewed the invoices and their books and records and have determined that certain Debtors owe Royal Cup an aggregate amount of $22,693.90 on account of goods delivered by Royal Cup and received by certain Debtors within 20 days before the Petition Date for which Royal Cup has not received payment from the Debtors; WHEREAS, the Debtors requested, and Royal Cup agreed to, the withdrawal of Royal Cups request for immediate payment; and WHEREAS, the Debtors and Royal Cup wish to resolve the Royal Cup Motion on the terms set forth herein. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and Royal Cup, which agreement, when so-ordered by the Court, shall constitute an order of the Court, as follows: 1. 2. The Royal Cup Motion is hereby resolved on the terms set forth herein. The Stipulation and Order shall not become effective unless and until it is

approved and entered by the Court. 3. Royal Cup does hereby have allowed claims against certain of the Debtors

entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code

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in the aggregate amount of $22,693.90 (collectively, the 503(b)(9) Claims), as is set forth on Exhibit A attached hereto. 4. Other than the 503(b)(9) Claims, Royal Cup shall have no other claims against the

Debtors entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code. 5. Upon Court approval and entry of the Stipulation and Order, the 503(b)(9) Claims

shall be paid by the Debtors on the effective date of any future confirmed plan of reorganization, or as soon as reasonably practicable thereafter; provided, however, that in no event shall payment be made later than three days after such effective date. 6. The Royal Cup Motion shall be deemed withdrawn immediately upon the

Stipulation and Order being approved and entered by the Court. 7. Nothing contained in the Stipulation and Order shall constitute, nor is it intended

to constitute, (a) an assertion by any of the Debtors or Royal Cup that any purchase orders or contracts between the Parties are or are not executory contracts within the meaning of section 365 of the Bankruptcy Code, (b) an assumption or rejection of any purchase orders or contracts between the Parties under section 365(a) of the Bankruptcy Code (to the extent such section is applicable), or (c) a consent, either implied or expressed, to any attempted assumption, assignment, or rejection of any purchase orders or contracts. 8. Nothing contained in the Stipulation and Order shall operate as an amendment,

modification, or cancellation of any part of any contract between any of the Parties. 9. The Debtors reserve the rights and defenses with respect to the payment of the

503(b)(9) Claims pursuant to any right of set-off and any right under section 502(d) of the

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Bankruptcy Code and Royal Cup reserves the rights to challenge any such rights or defenses asserted by the Debtors. 10. The Debtors hereby reserve the right to bring any action under chapter 5 of the

Bankruptcy Code against Royal Cup and Royal Cup reserves the right to assert any and all potential defenses to any such actions. 11. The Parties shall bear their own attorneys fees and costs in connection with the

matter resolved pursuant to the Stipulation and Order. 12. The Stipulation and Order shall be binding on and inure to the benefit of the

Parties hereto and their respective successors and assigns. 13. The Stipulation and Order shall not be modified, altered, amended, or vacated Any such modification, alteration, amendment, or

without written consent of the Parties.

vacation, in whole or in part, shall be subject to the approval of the Court. 14. This Stipulation and Order contains the entire agreement by and between the

Debtors and Royal Cup with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into the Stipulation and Order. 15. Each of the undersigned counsel represents that he or she is authorized to execute

the Stipulation and Order on behalf of his or her respective client. 16. The Stipulation and Order may be executed in multiple facsimile or original

counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 17. The terms and conditions of the Stipulation and Order shall be immediately

effective and enforceable upon its entry.

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18.

The Court retains jurisdiction to hear and determine all matters arising from or

related to the implementation, interpretation, and/or enforcement of the Stipulation and Order.

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Dated

September 22, 2010 New York, New York

/s/ Mindy Y. Kubs Robert W. Tapscott, Jr. Mindy Y. Kubs MAYNARD, COOPER & GALE, P.C. 2400 AmSouth/Harbert Plaza 1901 6th Ave. North Birmingham, Alabama 32503 Telephone: (205) 254-1000 Facsimile: (205) 254-1999 Attorney for Royal Cup

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines 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 Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

SO ORDERED this ___ day of September, 2010 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

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EXHIBIT A Summary of 503(b)(9) Claims Debtor Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee LLC Grand Prix General Lessee LLC Grand Prix RIGG Lessee LLC Grand Prix RIMV Lessee LLC Total Amount of Royal Cup 503(b)(9) Claims $19,260.51 $1,395.23 $480.03 $968.79 $589.34 $22,693.90

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