Presentment Date: August 30, 2010 at 10:00 a.m.

(Eastern Time) Objection Deadline: August 27, 2010 at 4:00 p.m. (Eastern Time)

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) Todd M. Schwartz (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

AMENDED NOTICE OF PRESENTMENT OF STIPULATION BETWEEN INNKEEPERS USA TRUST AND MARRIOTT INTERNATIONAL, INC. AND ORDER APPROVING SETTLEMENT OF MARRIOTTS MOTION FOR LIMITED MODIFICATION OF THE AUTOMATIC STAY AND DEBTORS MOTION TO ASSUME THE TROY CENTRAL FRANCHISE AGREEMENT 1
1

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 (continued on next page)

K&E 17600727

PLEASE TAKE NOTICE that at the request of the Court, Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors),2 together with Marriott International, Inc. (Marriott), will present for signature the Stipulation between Innkeepers USA Trust and Marriott International, Inc. and Order Approving Settlement of Marriotts Motion for Limited Modification of the Automatic Stay and Debtors Motion to Assume the Troy Central Franchise Agreement (the Settlement Agreement Order), attached hereto as Exhibit A, to the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), Alexander Hamilton Custom
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 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 Settlement Agreement Order.

K&E 17600727

House, One Bowling Green, New York, New York 10004-1408, on August 30, 2010 at 10:00 a.m. prevailing Eastern Time, which approves that certain Settlement Agreement, attached as Exhibit A to the Settlement Agreement Order,3 by and among the Debtors and Marriott International, Inc. resolving the issues raised in the Marriott Lift Stay Motion, the Motion to Assume, and the Lehman Objection. PLEASE TAKE FURTHER NOTICE that any objections to the Settlement Agreement Order must: be in writing; shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders and Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 56] approved by the Court; shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at

www.nysb.uscourts.gov, the official website for the Bankruptcy Court); shall be served to as to be actually received no later than August 27, 2010, at 4:00 p.m. prevailing Eastern Time by: (a) the Debtors and their counsel, (b) the Office of the United States Trustee for the Southern District of New York; (c) counsel to the Creditors Committee; (d) counsel to the Debtors prepetition secured lenders; (e) counsel to Apollo Investment Corporation; (f) Marriott; (g) the attorneys general for each of the States in which any of the Debtors conduct a substantial amount

Exhibit A to the Settlement Agreement Order contains Highly Confidential Material, as defined in the Stipulated Protective Order [Docket No. 203], and is filed under seal with the Court pursuant to the Order Granting Debtors Motion for Authority to File Under Seal Exhibit to Stipulation Between Innkeepers USA Trust and Marriott International, Inc. and Order Approving Settlement of Marriotts Motion for Limited Modification of the Automatic Stay and Debtors Motion to Assume the Troy Central Franchise Agreement [Docket No. 316].

K&E 17600727

of its business operations; (h) the Internal Revenue Service; and (i) entities who have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002. PLEASE TAKE FURTHER NOTICE that if a written objection is timely filed and received by the parties set forth above, the Court will notify the parties of the date and time of the hearing to consider the Settlement Agreement Order and any objections thereto. The parties are required to attend such hearing, and failure to attend in person or by counsel may result in relief being granted or denied upon default. PLEASE TAKE FURTHER NOTICE that, if no written objection to the Settlement Agreement Order has been properly filed and served by the Objection Deadline, the Bankruptcy Court may enter the Settlement Agreement Order without a hearing. New York, New York Dated: August 26, 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) Todd M. Schwartz (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

K&E 17600727

Exhibit A Settlement Agreement Order

K&E 17600727

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 BETWEEN INNKEEPERS USA TRUST AND MARRIOTT INTERNATIONAL, INC. AND ORDER APPROVING SETTLEMENT OF MARRIOTTS MOTION FOR LIMITED MODIFICATION OF THE AUTOMATIC STAY AND DEBTORS MOTION TO ASSUME THE TROY CENTRAL FRANCHISE AGREEMENT Innkeepers USA Trust and certain of its affiliates as debtors and debtors in possession, including Grand Prix Floating Lessee LLC (Franchisee), Grand Prix Troy (Central) LLC (Owner), and Grand Prix Holdings LLC (Guarantor) (collectively, the Debtors) and Marriott International, Inc. (Marriott) 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 chapter 11 of the Bankruptcy Code and are continuing to operate their business and manage their properties as a debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; and WHEREAS, on July 28, 2010, the Office of the United States Trustee appointed an official committee of unsecured creditors (the Committee); and WHEREAS, on August 4, 2010, Marriott filed Marriott International, Inc.s Motion for Limited Modification of the Automatic Stay to Complete De-Identification of a Single Hotel in Accordance with the Prepetition Termination of the Franchise Agreement Which is Effective On August 30, 2010 [Docket No. 131] (the Marriott Lift Stay Motion); and

WHEREAS, on August 11, 2010, the Debtors filed the Debtors Motion for Entry of an Order Authorizing the Debtors to Assume the Troy Central Franchise Agreement [Docket No. 172] (the Motion to Assume); and WHEREAS, on August 18, 2010, Lehman ALI Inc. (Lehman) filed its Objection to Marriott International, Inc.s Motion for Limited Modification of the Automatic Stay to Complete De-Identification of the Troy Central Residence Inn by Marriott Hotel [Docket No. 236] (the Lehman Objection); and WHEREAS, on August 24, 2010, following good-faith negotiations, the Debtors and Marriott (each a Party, and together, the Parties) entered into a Settlement Agreement, attached hereto as Exhibit A,1 resolving the issues raised in the Marriott Lift Stay Motion, the Motion to Assume, and the Lehman Objection (the Settlement Agreement); and WHEREAS, on August 24, 2010, Lehman acknowledged and agreed to the Settlement Agreement; NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and between the Debtors and Marriott, which agreement, when so-ordered by this Court, shall constitute an order of this Court, as follows: 1. Upon entry of this Stipulation and Order, the Settlement Agreement, as attached

hereto as Exhibit A, is hereby approved and the Marriott Lift Stay Motion and the Motion to Assume are hereby resolved in accordance with the terms of the Settlement Agreement.

Exhibit A contains Highly Confidential Material, as defined in the Stipulated Protective Order [Docket No. 203], and is filed under seal with the Court pursuant to the Order Granting Debtors Motion for Authority to File Under Seal Exhibit to Stipulation Between Innkeepers USA Trust and Marriott International, Inc. and Order Approving Settlement of Marriotts Motion for Limited Modification of the Automatic Stay and Debtors Motion to Assume the Troy Central Franchise Agreement [Docket No. 316].

2.

Upon entry of this Stipulation and Order, the Marriott Lift Stay Motion, the

Motion to Assume, and the Lehman Objection are hereby withdrawn with prejudice. 3. This Stipulation and Order can be amended, superseded, terminated, or otherwise

modified only by a signed writing executed by the Parties and approved by the Court. 4. This Stipulation and Order may be executed in counterparts, each of which shall

be deemed an original but all of which together shall constitute one and the same instrument, and it shall constitute sufficient proof of this Stipulation and Order to present any copy, copies, electronic copies, or facsimiles signed by the Parties here to be charged. 5. This Stipulation and Order shall inure to the benefit of, and shall be binding upon,

the parties hereto and their respective successors and assigns. 6. Notwithstanding the terms of paragraph 9 of the Settlement Agreement, payment

of reasonable expenses, attorneys fees and costs incurred by Marriott as described in paragraph 9, shall be paid out of Lehman ALI Inc.s (Lehman) cash collateral; provided, however, that Lehman reserves its right with respect to challenging allocation of such cash collateral; provided, further, however, that no party can assert that Lehman is estopped from challenging such allocation as a result of the Settlement Agreement, this Order, or for any other reason. 7. This Court shall retain jurisdiction to hear and determine all matters arising from

or related to the implementation, interpretation, and/or enforcement of this Stipulation and Order. 8. To the extent applicable, the fourteen (14) day stay of Federal Rule of Bankruptcy

Procedure 6004(h) is hereby waived, and this Order shall be effective immediately, and Marriott and the Debtors shall be deemed to be immediately authorized to take any action pursuant to the terms of this Order.

Dated: August 26, 2010 New York, New York /s/ Carren B. Shulman Carren B. Shulman, Esq. Alan M. Feld, Esq. Susan G. Rosenthal, Esq. Blanka K. Wolfe, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP 30 Rockefeller Plaza, 24th Floor New York, New York 10112 Telephone: 212-653-8700 Facsimile: 212-653-8701 Attorneys for Marriott International, Inc. /s/ Todd M. Schwartz 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) Todd M. Schwartz (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 August, 2010 ___________________________________ The Honorable Shelley C. Chapman United States Bankruptcy Judge

Exhibit A [Settlement Agreement Filed Under Seal]