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 DISCLOSURE STATEMENT ORDER1

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 19014128

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) herby file a proposed Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedures (the Proposed Disclosure Statement Order), attached hereto as Exhibit A. PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit B, is a comparison of the Proposed Disclosure Statement Order against the proposed form of order filed by the Debtors on April 8, 2011 as an exhibit to the Debtors Motion for Entry of an Order Approving (A) Adequacy of the Disclosure Statement; (B) Certain Dates Related to Confirmation of the Plan; (C) Certain Voting Procedures and the Form of Certain Documents to be Distributed in Connection with Solicitation of the Plan; and (D) Proposed Voting and General Tabulation Procedures [Docket No. 1095] (the Disclosure Statement Motion). 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
K&E 19014128

New York, New York Dated: May 13, 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 19014128

EXHIBIT A Proposed Disclosure Statement Order

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 APPROVING (A) ADEQUACY OF THE DISCLOSURE STATEMENT; (B) CERTAIN DATES RELATED TO CONFIRMATION OF THE PLAN; (C) CERTAIN VOTING PROCEDURES AND THE FORM OF CERTAIN DOCUMENTS TO BE DISTRIBUTED IN CONNECTION WITH SOLICITATION OF THE PLAN; AND (D) PROPOSED VOTING AND GENERAL TABULATION PROCEDURES Upon the motion (the Motion)1 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) approving the adequacy of the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure Statement); (b) approving certain dates related to confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan); (c) approving certain voting procedures and the form of certain documents to be distributed in connection with the solicitation of the Plan; (d) approving proposed voting and general tabulation procedures; and (e) granting such other relief as is just and proper, all as more fully described in the Motion; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion, the Disclosure Statement, or the Plan, as applicable.

28 U.S.C. 157(b); venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is hereby found and determined that: A. Bidding Procedures Order; Solicitation of Qualified Bids. On March 11,

2011, the Court entered the Bidding Procedures Order. Thereafter, the Debtors conducted a full, robust and fair marketing process to solicit higher or otherwise better proposals for the sponsorship and funding of the Debtors chapter 11 plans of reorganization. In connection therewith, the Debtors received various expressions of interest and provided prospective bidders with Level One, and if appropriate Level Two, due diligence in accordance with the Bidding Procedures Order. Prior to the Bid Deadline (as defined in the Bidding Procedures Order), the Debtors (in consultation with Midland as to the Fixed/Floating Debtors) determined that they received two Qualified Bids (as defined in the Bidding Procedures Order) (inclusive of the Five Mile/Lehman stalking horse bid) with respect to the Fixed/Floating Debtors, one bid for the 45 hotels that serve as collateral for the Debtors fixed rate mortgage loan and six of the seven hotels commonly referred to as the Seven Sisters, two bids for the LNR Properties, six bids on multiple assets and six bids on individual assets. B. Conduct of the Fixed/Floating Auction. In accordance with the terms of the

Bidding Procedures Order, the Debtors conducted the Fixed/Floating Auction (as defined in the Bidding Procedures Order) on May 2 and 3, 2011. All Qualified Bidders were provided with a full and fair opportunity to submit bids at the Fixed/Floating Auction, and were afforded a reasonable period of time to consider and develop their bids.

C.

Conduct of the LNR Properties Auction. The Debtors conducted an auction

for the LNR Properties (the LNR Auction) on May 3, 2011. All bidders for the LNR Properties were provided with a full and fair opportunity to submit bids at the LNR Auction, and were afforded a reasonable period of time to consider and develop their bids. D. Successful Bids. The bid submitted by Cerberus Series Four Holdings LLC and

Chatham Lodging Trust (the Fixed/Floating Plan Sponsors) and New HoldCo, as evidenced by the Commitment Letter, was the last and final bid submitted at the Fixed/Floating Auction. The Debtors, after consultation with the Creditors Committee and Midland, concluded that the bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as evidenced by the Commitment Letter, constituted the highest and best offer for the Fixed/Floating Debtors. After providing all Qualified Bidders with an opportunity to submit other or further bids, and none having been submitted, the Debtors declared the bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as evidenced by the Commitment Letter, to be the Successful Bid (as defined in the Bidding Procedures Order) for the Fixed/Floating Debtors, and closed the Fixed/Floating Auction with respect to the Fixed/Floating Debtors. As of the date of this Order, having solicited higher or better offers for the Fixed/Floating Debtors, and having conducted the Fixed/Floating Auction, each in accordance with the Bidding Procedures Order, the Debtors have fulfilled their fiduciary obligation to obtain the highest and best offer to sponsor a plan for the Fixed/Floating Plan Debtors. The bid submitted by Chatham L.P. for the LNR Properties (the Chatham Bid), as evidenced by the Chatham APA, was the last and final bid submitted at the LNR Auction. The Chatham Bid, as evidenced by the Chatham APA, was one of the many factors that facilitated the successful negotiation of the Stipulation resolving a number of issues among the Debtors, LNR

and the Ad Hoc Committee and the Debtors, following such negotiation, concluded that the Chatham Bid constituted the highest and best offer for the LNR Properties. After providing all bidders for some or all of the LNR Properties with an opportunity to submit other or further bids, and none having been submitted, the Debtors declared the bid submitted by Chatham L.P., as evidenced by the Chatham APA, to be the successful bid for the LNR Properties, and closed the LNR Auction. As of the date of this Order, having solicited higher or better offers for the LNR Properties, and having conducted the LNR Auction, the Debtors have fulfilled their fiduciary obligation to obtain the highest and best recovery for the creditors of the Debtors that own the LNR Properties. E. Commitment Letter and Chatham APA. Entry into the Commitment Letter

and all other documents related thereto (including the New HoldCo/Midland Commitment Letter) reflecting the terms of the Fixed/Floating Successful Bid is a sound exercise of the Debtors business judgment and is in the best interests of the Fixed/Floating Debtors estates and their creditors. Entry into the Chatham APA, including the obligations of the Debtors with respect to the Chatham Bid Protections referred to in a separate motion made to the Bankruptcy Court in these Chapter 11 Cases by the Debtors [Docket No. 1205], and all other documents related thereto reflecting the terms of the Chatham Bid is a sound exercise of the Debtors business judgment and is in the best interests of the Debtors estates and their creditors. THEREFORE, IT IS HEREBY ORDERED AS FOLLOWS: 1. A. The Motion is granted.

Approval of the Disclosure Statement and the Notice of the Disclosure Statement Hearing

2.

The Debtors have provided adequate notice of the time fixed for filing objections

and the hearing to consider approval of the Disclosure Statement in accordance with Bankruptcy Rules 2002 and 3017 and Local Bankruptcy Rules 2002-1 and 3017-1(a). 3. Any objections to the approval of the Disclosure Statement that were not

withdrawn or resolved at or prior to the Disclosure Statement Hearing are overruled. 4. The Disclosure Statement complies with all aspects of section 1125 of the

Bankruptcy Code and is hereby approved as containing adequate information (as defined by section 1125(a) of the Bankruptcy Code). B. Fixing the Voting Record Date, Confirmation Objection Deadline, and Voting Deadline 5. May 13, 2011, the date of the Disclosure Statement Hearing, shall be the Voting

Record Date for determining: (a) the Holders of Claims and Interests that are entitled to receive the Solicitation Package pursuant to the Solicitation Procedures; (b) the Holders of Claims and Interests entitled to vote to accept or reject the Plan; and (c) whether Claims have been properly transferred or assigned to an assignee, including the requirements that: (i) the transfer or assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e); and (ii) for Claims, such transfer is reflected on the Claims Register on or before the Voting Record Date. 6. The Confirmation Objection Deadline shall be June 15, 2011 at 4:00 p.m

prevailing Eastern Time. 7. Time. The Voting Deadline shall be June 17, 2011, at 10:00 a.m. prevailing Eastern

C.

Approval of the Solicitation Procedures and the Solicitation Package and the Procedures for Distribution Thereof 8. The Disclosure Statement, the Plan, and the Ballots (as applicable) provide

Holders of Claims and Interests and other parties in interest with sufficient notice regarding the release, exculpation, and injunction provisions contained in the Plan in compliance with Bankruptcy Rule 3016(c). 9. The Solicitation Procedures attached hereto as Exhibit 1 and incorporated by

reference herein, are hereby approved in their entirety, provided that the Debtors reserve the right to amend or supplement the Solicitation Procedures to better facilitate the solicitation process. 10. The procedures for distribution of the Solicitation Packages set forth in the

Motion and the Solicitation Procedures satisfy the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules, and the Debtors shall distribute or cause to be distributed Solicitation Packages to all entities entitled to vote to accept or reject the Plan. 11. The Debtors are authorized, but not directed or required, to distribute the Plan, the

Disclosure Statement and this Order to Holders of Claims and Interests in CD-ROM format. The Ballots and the Confirmation Hearing Notice will only be provided in paper form. 12. Any party who receives a CD-ROM, but who would prefer paper format, may

contact the Notice and Claims Agent at (866) 967-0675 and request paper copies of the corresponding materials previously received in CD-ROM format, which will then be provided at the Debtors expense. 13. The Proposed Form of the Confirmation Hearing Notice, substantially in the form

attached hereto as Exhibit 2, complies with the requirements of Bankruptcy Rules 2002(b), 2002(d), and 3017(d) and is hereby approved.

14.

The Debtors shall publish the Confirmation Hearing Notice (in a format modified

for publication) in USA Today on a date no fewer than 15 calendar days prior to the Voting Deadline. 15. The Proposed Form of Ballots, substantially in the form attached hereto as

Exhibit 3, are hereby approved. 16. The form of the voting instructions, substantially in the form attached to the

Ballots, is hereby approved. 17. 18. All votes to accept or reject the Plan must be cast by using the appropriate Ballot. All Ballots must be properly executed, completed, and delivered according to

their applicable voting instructions by: (a) first class mail, in the return envelope provided with each Ballot; (b) overnight courier; or (c) personal delivery, so that the Ballots are actually received by the Notice and Claims Agent, no later than the Voting Deadline at the return address set forth in the applicable Ballot. 19. The Proposed Form of Non-Voting Status NoticeClaims Not Classified

substantially in the form attached hereto as Exhibit 4, is hereby approved. 20. The Proposed Form of Non-Voting Status NoticeDeemed to Reject

substantially in the form attached hereto as Exhibit 5, is hereby approved. 21. Ballots and copies of the Plan and Disclosure Statement need not be provided to

the Holders of Claims and Interests who are fully impaired or who are unclassified under the Plan. 22. The form of the Notice to Counterparties to Assumed Executory Contracts and

Unexpired Leases, substantially in the form attached hereto as Exhibit 6 is hereby approved.

23.

The Proposed Form of Notice to Counterparties to Rejected Executory Contracts

and Unexpired Leases, substantially in the form attached hereto as Exhibit 7 is hereby approved. 24. The Proposed Form of Disputed Claims Notice, substantially in the form attached

hereto as Exhibit 8, is hereby approved. 25. The form of the Disclosure Statement Hearing Notice, substantially in the form

attached hereto as Exhibit 9, is hereby approved. 26. The Debtors shall be excused from mailing Solicitation Packages to those entities

to whom the Debtors mailed a notice regarding the Disclosure Statement Hearing and received a notice from the United States Postal Service or other carrier that such notice was undeliverable unless such entity provides the Debtors, through the Notice and Claims Agent, an accurate address not less than ten business days prior to the Solicitation Date. If an entity has changed its mailing address after the Petition Date, the burden is on such entity, not the Debtors, to advise the Debtors and the Notice and Claims Agent of the new address. 27. Any objections to the Plan must be filed by the Confirmation Objection Deadline

and must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Bankruptcy Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest of such entity; (d) state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (e) be filed, contemporaneously with a proof of service, with the Court and served so that it is actually received by the notice parties identified in the Confirmation Hearing Notice no later than the Confirmation Objection Deadline. D. Fixing the Date of the Confirmation Hearing 28. The Confirmation Hearing shall commence on June 23, 2011 at 10:00 a.m.

prevailing Eastern Time, which hearing may be continued from time to time without further 8

notice other than a notice of adjournment filed with the Court and served on: (a) the entities on the Master Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]) and (b) those parties who have filed objections to the Plan, without further notice to other parties in interest. E. Approval of Entry into the Plan Related Documents 29. The bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as

evidenced by the Commitment Letter, is hereby determined to be the Fixed/Floating Successful Bid (as defined in the Bidding Procedures Order) for the Fixed/Floating Debtors. The Debtors are hereby authorized to enter into the Commitment Letter and all other documents related thereto (including the New HoldCo/Midland Commitment Letter) reflecting the terms of the Fixed/Floating Successful Bid, and to take all actions necessary to perform their obligations thereunder and consummate the transactions contemplated thereby (subject to confirmation of the Fixed/Floating Plan and the satisfaction or waiver of all conditions to the occurrence of the Effective Date). The Chatham Bid, as evidenced by the Chatham APA, is hereby determined to be the successful bid for the LNR Properties. The Debtors are hereby authorized to enter into the Chatham APA and all other documents related thereto reflecting the terms of the successful bid for the LNR Properties and to take all actions necessary to perform their obligations thereunder and consummate the transactions contemplated thereby (subject to confirmation of the Remaining Debtors Plan and the satisfaction or waiver of all conditions to the occurrence of the Closing Date (as defined in the Chatham APA). 30. Having conducted a full, robust, and fair marketing process to solicit higher or

better proposals for the Fixed/Floating Debtors, and having conducted the Fixed/Floating Auction, each in accordance with the Bidding Procedures Order, the Debtors shall not be required to conduct any other or further marketing or solicitation with respect to the 9

Fixed/Floating Debtors. Further, the Fixed/Floating Auction having been properly conducted and closed, and the Fixed/Floating Plan Sponsors and New HoldCo having relied on the process set forth in the Bidding Procedures Order for the solicitation of Qualified Bids in submitting the Fixed/Floating Successful Bid and participating in the Fixed/Floating Auction, the Debtors shall not be required to respond to, or otherwise entertain or consider, any other or further offers for all or any portion of the Fixed/Floating Debtors. Upon receipt of a proposal for any alternative restructuring transaction involving the Fixed/Floating Debtors, the Debtors shall advise the Fixed/Floating Plan Sponsors, Midland, and Lehman of the existence of, and provide copies of (or, if the proposal is provided orally, a written summary of), such proposal. 31. Having conducted a full, robust, and fair marketing process to solicit higher or

better proposals for the Fixed/Floating Debtors, and having conducted the LNR Auction, the Debtors shall not be required to conduct any additional marketing or solicitation with respect to the LNR Properties. Further, the LNR Auction having been properly conducted and closed, and Chatham L.P. having participated in the LNR Auction and having submitting the Chatham Bid, the Debtors shall not be required to respond to, or otherwise entertain or consider, any other or further offers for all or any portion of the LNR Properties. Upon receipt of a proposal for any alternative restructuring transaction involving the LNR Properties, the Debtors shall advise the Chatham L.P., LNR, Midland, and Lehman of the existence of, and provide copies of (or, if the proposal is provided orally, a written summary of), such proposal. F. Approval of Limited Fixed/Floating Termination Fee & Expense Reimbursement 32. In the event the Board of Trustees of Innkeepers USA Trust (the Board)

authorizes the Debtors to exercise their fiduciary out as provided in the Commitment Letter to execute definitive documentation with respect to an alternative restructuring transaction for the Fixed/Floating Debtors (an Alternative Restructuring Transaction) with a party other than 10

the Fixed/Floating Plan Sponsors and, provided that the Fixed/Floating Plan Sponsors are not then in material breach (after giving effect to any applicable cure period) of their obligations under the Commitment Letter, the Fixed/Floating Plan Sponsors shall be entitled to (a) payment of a $12 million cash termination fee (the Termination Fee), which Termination Fee shall be payable to the Fixed/Floating Plan Sponsors upon the consummation of such Alternative Restructuring Transaction and solely from the proceeds of such Alternative Restructuring Transaction; and (b) reimbursement of up to $3 million on account of reasonable and documented expenses incurred by the Fixed/Floating Plan Sponsors (the Fixed/Floating Expense Reimbursement), which Fixed/Floating Expense Reimbursement shall be payable to the Fixed/Floating Plan Sponsors solely from a non-refundable deposit to be provided to the Debtors from the proponent of the Alternative Restructuring Transaction concurrently with the Debtors execution of definitive documentation for the Alternative Restructuring Transaction. The Debtors obligations under this paragraph, if applicable, shall constitute allowed administrative expenses of the Debtors estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code; provided, however, that, payment shall only be from the sources identified in clauses (a) and (b) above and no other source. 33. The Debtors agree that an Alternative Restructuring Transaction must: (a) have

an implied enterprise value that is $30 million or more than the Fixed/Floating Successful Bid; (b) include sufficient cash to pay the Termination Fee, the Fixed/Floating Expense Reimbursement, the Midland Payment (as defined below), and the Lehman Payment (as defined below); and (c) provide for the proponent thereof to make a non-refundable deposit to the Fixed/Floating Debtors of which at least a portion of such deposit shall be available to the Fixed/Floating Debtors solely for the purpose of paying the Fixed/Floating Expense

11

Reimbursement. In evaluating whether to pursue an Alternative Restructuring Transaction, the Debtors will consider (x) the effect the Alternative Restructuring Transaction would have on the recoveries and the form of consideration that the holders of the Fixed Rate Mortgage Loan Claims and Floating Rate Mortgage Loan Claims, respectively, would receive under the Fixed/Floating Plan; (y) the recoveries that such holders, respectively, would receive under the Fixed/Floating Plan as filed on the date hereof; and (z) that each of such holders has consented to the treatment that the other would receive under the Fixed/Floating Plan as filed on the date hereof. The term Alternative Restructuring Transaction shall not include the Backup Bid for the Fixed/Floating Debtors (as defined in the Bidding Procedures Order). For the avoidance of doubt, Midland shall have no obligation and shall not be committed to provide any financing with regards to any Alternative Restructuring Transaction. G. Approval of Midland Payment 34. In the event the Board authorizes the Debtors to exercise their fiduciary out as

provided in the Commitment Letter to execute definitive documentation with respect to an Alternative Restructuring Transaction and, provided that Midland is not in breach of any of its contractual obligations in connection with these Chapter 11 Cases, Midland shall be entitled to a $2 million payment (the Midland Payment) on account of the fees and expenses of the C6 and C7 Trusts, which shall be payable to Midland solely from the proceeds of such transaction that would otherwise be allocable to the recovery of the Allowed Fixed Rate Mortgage Loan Claim. The Debtors obligations under this paragraph, if applicable, shall constitute allowed administrative expenses of the Debtors estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code; provided, however, that, payment shall only be from the proceeds of any consummated Alternative Restructuring Transaction.

12

H.

Approval of Lehman Payment 35. In the event the Board authorizes the Debtors to exercise their fiduciary out as

provided in the Commitment Letter to execute definitive documentation with respect to an Alternative Restructuring Transaction and, provided that Lehman is not in breach of any of its contractual obligations in connection with these Chapter 11 Cases, Lehman shall be entitled to $651,077.85 (the Lehman Payment), which shall be payable to Lehman solely from the proceeds of such transaction. The Debtors obligations under this paragraph, if applicable, shall constitute allowed administrative expenses of the Debtors estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code; provided, however, that, payment shall only be from the proceeds of any consummated Alternative Restructuring Transaction. I. Miscellaneous Provisions 36. The terms of this Order shall be binding upon the Debtors, all Holders of Claims

and Interests, and any trustees appointed under chapter 7 or chapter 11 of the Bankruptcy Code relating to the Debtors and all other parties in interest. 37. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 38. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 39. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 40. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

13

New York, New York Dated: ___________, 2011 United States Bankruptcy Judge

14

EXHIBIT 1 Solicitation Procedures

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

SOLICITATION PROCEDURES1 On May ___, 2011, the Court entered an order approving the Motion and the Solicitation Procedures set forth herein [Docket No. ___] (the Disclosure Statement Order).2 A. The Disclosure Statement Hearing and the Voting Record Date

The Court has established May 13, 2011 as the record date (the Voting Record Date) for purposes of determining, among other things, which Holders of Claims and Interests are entitled to vote on the Plan. B. The Voting Deadline

The Court has approved June 17, 2011 at 4:00 p.m. prevailing Eastern Time as the deadline (the Voting Deadline) for the delivery of Ballots voting to accept or reject the Plan. To be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered by using the return envelope provided or by delivery by: (a) first class mail; (b) overnight courier; or (c) personal delivery, so that they are actually received no later than the Voting Deadline by Omni Management Group, LLC (the Notice and Claims Agent). The Ballots will clearly indicate the appropriate return address. Ballots returnable to the Notice

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion. A copy of the Motion, the Disclosure Statement, and the Plan may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for ballots) at http://www.nysb.uscourts.gov.

K&E 18977430

and Claims Agent should be sent to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. C. Solicitation Procedures

1. The Solicitation Package: The following documents and materials constitute the solicitation package (the Solicitation Package): a. a CD-ROM containing the Disclosure Statement Order (with these Solicitation Procedures, which shall be Exhibit 1 attached thereto) and the approved form of the Disclosure Statement (together with the Plan, which shall be Exhibit A attached thereto); an appropriate form of Ballot and voting instructions with respect thereto (with a pre-addressed, postage prepaid return envelope); where applicable, a letter, in form and substance acceptable to the Debtors, in their discretion, from counsel for the Creditors Committee, urging general unsecured creditors to vote to accept the Plan; the Confirmation Hearing Notice; and such other materials as the Court may direct.

b. c.

d. e.

2. Distribution of the Solicitation Packages: The Debtors intend to serve Solicitation Package on the following Holders of Claims and Interests, who shall be entitled to vote to accept or reject the Plan: a. Holders of Claims for which a Proof of Claim has been timely-filed, as reflected on the Claims Register as of the Voting Record Date; provided, however, that Holders of Claims to which an objection is pending at least 15 days prior to the Confirmation Hearing shall not be entitled to vote unless such Holders become eligible to vote through a Resolution Event in accordance with section D.4 herein; Holders of Claims that are listed in the Debtors Schedules shall receive Solicitation Packages with the exception of those Claims that are scheduled as contingent, unliquidated, disputed, or any combination thereof (excluding such scheduled Claims that have been superseded by a timely-filed Proof of Claim); provided, however, that Holders of Claims that are scheduled as contingent, unliquidated, or disputed for which the applicable Bar Date for such Holder or Beneficial Holder has not passed shall receive Solicitation Packages; Holders whose Claims arise pursuant to an agreement or settlement with the Debtors, as reflected in a document filed with the Court, in an order of the Court or in a document executed by the Debtors pursuant to authority 2
K&E 18977430

b.

c.

granted by the Court, in each case regardless of whether a Proof of Claim has been filed; d. e. Holders of Interests; and The assignee of any transferred or assigned Claim or Interest will receive a Solicitation Package only if: (i) transfer or assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e); and (ii) for Claims, such transfer is reflected on the Claims Register on or before the Voting Record Date.

3. Distribution of Materials: In addition to the distribution of the Solicitation Package as described above, the Debtors will serve paper copies of the Disclosure Statement Order, the Disclosure Statement, and all exhibits to the Disclosure Statement, including the Plan, on the Master Service List (as defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]). 4. Publication of Confirmation Hearing Notice: The Debtors will, following the Disclosure Statement Hearing, publish the Confirmation Hearing Notice (in a format modified for publication), which will contain, among other things, the Confirmation Objection Deadline, the Voting Deadline, and the date that the Confirmation Hearing is first scheduled, in the national edition of the USA Today to provide notification to those entities that may not receive notice by mail, on a date no fewer than 15 calendar days prior to the Voting Deadline. D. Voting and General Tabulation Procedures

1. Vacant Classes: Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement and Solicitation Procedures Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class. 2. Establishing Claim Amounts: In tabulating votes, the following hierarchy will be used to determine the amount of the Claim associated with each vote: a. the amount of the Claim settled and/or agreed upon by the Debtors, as reflected in a document filed with the Court, in an order of the Court, or in a document executed by the Debtors pursuant to authority granted by the Court, in each case regardless of whether a Proof of Claim has been filed; the amount of the Claim allowed (temporarily or otherwise) pursuant to a Resolution Event under the procedures set forth in section D.4 herein; the amount of the Claim contained in a Proof of Claim that has been timely-filed by the applicable Bar Date (or deemed timely-filed by the Court under applicable law) except for any amounts in such Proofs of Claim asserted on account of any Interest accrued after the Petition Date; 3
K&E 18977430

b. c.

provided that Ballots cast by Holders whose Claims are not listed on the Schedules, but that timely file a Proof of Claim in an unliquidated or unknown amount that are not the subject of an objection, will count for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code and will count as Ballots for Claims in the amount of $1.00 solely for the purposes of satisfying the dollar amount provisions of section 1126(c) of the Bankruptcy Code; provided further that to the extent the amount of the Claim contained in the Proof of Claim is different from the amount of the Claim set forth in a document filed with the Court as referenced in section D.1.c herein, the amount of the Claim in the document filed with the Court shall supersede the amount of the Claim set forth on the respective Proof of Claim; d. the amount of the Claim listed in the Schedules, provided that such Claim is not scheduled as contingent, unliquidated, or disputed and has not been paid; provided, however, that if the Holder of a contingent, unliquidated, or disputed Claim is allowed to vote its Claim because the applicable Bar Date has not passed, then the amount of the Claim listed in the Schedules; and in the absence of any of the foregoing, zero.

e.

The amount of the Claim established herein shall control for voting purposes only and shall not constitute the Allowed amount of any Claim or Interest. Moreover, any amounts filled in on Ballots by the Debtors through the Notice and Claims Agent are not binding for any purpose, including for purposes of voting and distribution. 3. General Ballot Tabulation: The following voting procedures and standard assumptions will be used in tabulating Ballots: a. except as otherwise provided herein, unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject such Ballot as invalid and, therefore, decline to count it in connection with Confirmation; the Notice and Claims Agent will date and time-stamp all Ballots when received. The Notice and Claims Agent shall retain all original Ballots and an electronic copy of the same for a period of six years after the Effective Date of the Plan, unless otherwise ordered by the Court; an original executed Ballot is required to be submitted by the entity submitting such Ballot. Delivery of a Ballot to the Notice and Claims Agent by facsimile, e-mail, or any other electronic means shall not be valid; pursuant to Rule 3018-1(a) of the Local Rules for the United States Bankruptcy Court for the Southern District of New York, the Debtors shall file the Voting Report with the Court no later than five calendar days prior 4
K&E 18977430

b.

c.

d.

to the Confirmation Hearing. The Voting Report shall, among other things, delineate every irregular Ballot including, without limitation, those Ballots that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or necessary information, received via facsimile or electronic mail, or damaged. The Voting Report shall indicate the Debtors intentions with regard to such irregular Ballots; e. the method of delivery of Ballots to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Ballot; no Ballot should be sent to any of the Debtors, the Debtors agents (other than the Notice and Claims Agent), any indenture trustee (unless specifically instructed to do so), or the Debtors financial or legal advisors and if so sent will not be counted; if multiple Ballots are received from the same Holder of a Claim or Interest with respect to the same Claim or Interest prior to the Voting Deadline, the latest-dated valid Ballot received prior to the Voting Deadline will supersede and revoke any prior dated Ballot; Holders must vote all of their Claims or Interests within a particular Class either to accept or reject the Plan and may not split any such votes. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Further, if a Holder has multiple Claims or Interests within the same Class, the Debtors may, in their sole discretion, aggregate the Claims or Interests of any particular Holder within a Class for the purpose of counting votes; a person signing a Ballot in its capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity must indicate such capacity when signing and, if required or requested by the applicable nominee or its agent, the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party to so act on behalf of such Holder; the Debtors, subject to contrary order of the Court, may waive any defects or irregularities as to any particular Ballot at any time, either before or after the close of voting, and any such waivers shall be documented in the Voting Report; neither the Debtors, nor any other entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots

f.

g.

h.

i.

j.

k.

5
K&E 18977430

other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification; l. unless waived by the Debtors, subject to contrary order of the Court, any defects or irregularities in connection with deliveries of Ballots must be cured prior to the Voting Deadline or such Ballots will not be counted; in the event a designation for lack of good faith is requested by a party in interest under section 1126(e) of the Bankruptcy Code, the Court will determine whether any vote to accept and/or reject the Plan cast with respect to that Claim or Interest will be counted for purposes of determining whether the Plan has been accepted and/or rejected by such Claim or Interest; subject to any contrary order of the Court, the Debtors reserve the right to reject any and all Ballots not in proper form, the acceptance of which, in the opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code or the Bankruptcy Rules; provided, however, that any such rejections shall be documented in the Voting Report; if a Claim or Interest has been estimated or otherwise Allowed for voting purposes by an order of the Court pursuant to Bankruptcy Rule 3018(a), such Claim or Interest shall be temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only and not for purposes of allowance or distribution; any Holder of a Claim or Interest entitled to vote that has delivered a valid Ballot may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a); with respect to any non-vacant Class of Claims or Interests that is not deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code, if each Holder of a Claim or Interest in such Class fails to cast a qualifying vote to accept or to reject the Plan, including if such failure is the result of any Holder having been designated in accordance with section 1126(e) of the Bankruptcy Code, then any such Class shall be deemed to have accepted the Plan, and such Class shall be treated in the same manner for voting purposes as if all Holders of Claims or Interests in such Class had cast qualifying votes to accept the Plan satisfying section 1129(a)(8)(A) of the Bankruptcy Code; if an objection to a Claim or Interest is filed, such Claim or Interest shall be treated in accordance with the procedures set forth herein; and the following Ballots shall or rejection of the Plan: insufficient information to Claim or Interest; (ii) any 6
K&E 18977430

m.

n.

o.

p.

q.

r. s.

not be counted in determining the acceptance (i) any Ballot that is illegible or contains permit the identification of the Holder of the Ballot cast by an entity that does not hold a

Claim or Interest in a Class that is entitled to vote on the Plan or an entity that is not otherwise entitled to vote pursuant to the procedures described herein; (iii) any Ballot cast for a Claim scheduled as contingent, unliquidated or disputed for which the applicable Bar Date has passed and no Proof of Claim was timely filed; (iv) any unsigned Ballot; and (v) any Ballot not marked to accept or reject the Plan or any Ballot marked both to accept and reject the Plan. 4. Temporary Allowance of Claims for Voting Purposes: If a Holder of a Claim or Interest is subject to a pending objection as of the Voting Record Date, the Holder of such Claim or Interest cannot vote unless at least five days before the Voting Deadline one of the following occurs (each, a Resolution Event): a. b. an order of the Court is entered allowing such Claim or Interest pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing; an order of the Court is entered temporarily allowing such Claim or Interest for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors resolving the objection and allowing such Claim or Interest in an agreed-upon amount; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors temporarily allowing the Holder of such Claim or Interest to vote its Claim in an agreed-upon amount; or the pending objection to such Claim or Interest is voluntarily withdrawn by the Debtors.

c.

d.

e.

No later than two Business Days after a Resolution Event, the Notice and Claims Agent shall distribute a Solicitation Package and a pre-addressed, postage prepaid envelope to the relevant Holder of such temporarily allowed Claim or Interest that has been allowed for voting purposes only (or for other purposes as set forth in an applicable order of the Court) by such Resolution Event, which must be returned according to the instructions on the Ballot by no later than the Voting Deadline. If the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest after the Voting Record Date, but at least 15 days prior to the Confirmation Hearing, the Debtors notice of objection will inform such Holder of the rules applicable to Claims or Interests subject to a pending objection and the procedures for temporary allowance for voting purposes. Furthermore, if the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest less than 15 days prior to the Confirmation Hearing, the Holders Claim or Interest shall be deemed temporarily allowed for voting purposes only without further action by the Holder of such Claim or Interest and without further order of the Court. 7
K&E 18977430

5. Forms of Notices to Unclassified Claims and Fully Impaired Classes: Unclassified Claims or Interests are not entitled to vote because they are fully impaired and are deemed to reject the Plan under section 1126(g) of the Bankruptcy Code will receive only the Confirmation Hearing Notice and either the Non-Voting Status NoticeClaims Not Classified or Non-Voting Status NoticeDeemed to Reject, as applicable. The Non-Voting Status NoticeClaims Not Classified and the Non-Voting Status NoticeDeemed to Reject, substantially in the form attached to the Motion as Exhibit D and Exhibit E, respectively, will instruct the Holders how they may obtain copies of the documents contained in the Solicitation Package (excluding Ballots). Certain Holders of Claims or Interests that are not entitled to vote because they are Impaired are not entitled to receive any recovery under the Plan and are therefore deemed to reject the Plan under section 1126(g) of the Bankruptcy Code. Such Holders will receive only the Confirmation Hearing Notice and the Non-Voting Status Notice Deemed to Reject. 6. Forms of Notice to Executory Contract and Unexpired Lease Counterparties: Certain counterparties to rejected Executory Contracts or Unexpired Leases may be entitled to vote as Holders of Classes FF5, A5A, A5B, A5C, O4A, O4B, or R4 and will receive only the Confirmation Hearing Notice and the Notice to Counterparties to Rejected Executory Contracts and Unexpired Leases, substantially in the form attached to the Motion as Exhibit F, which will instruct the Holders on how they may file a Proof of Claim in order to vote to accept or reject the Plan and obtain copies of the documents contained in the Solicitation Package. E. Release, Exculpation and Injunction Language in the Plan

THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS IN ARTICLE VIII OF THE PLAN WILL BE SUMMARIZED IN THE DISCLOSURE STATEMENT AND FURTHER NOTICE IS PROVIDED WITH RESPECT TO SUCH PROVISIONS IN THE SOLICITATION NOTICE. F. Amendments to the Plan and the Solicitation Procedures

THE DEBTORS EXPRESSLY RESERVE THE RIGHT TO AMEND FROM TIME TO TIME THE TERMS OF THE PLAN IN ACCORDANCE WITH THE TERMS THEREOF (SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF SECTION 1127 OF THE BANKRUPTCY CODE AND THE TERMS OF THE PLAN REGARDING MODIFICATION). THE DEBTORS EXPRESSLY RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THE SOLICITATION PROCEDURES TO BETTER FACILITATE THE SOLICITATION PROCESS.

8
K&E 18977430

EXHIBIT B Blackline of Proposed Disclosure Statement Order Against Proposed Form of Disclosure Statement Order Filed on April 8, 2011

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 APPROVING (A) ADEQUACY OF THE DISCLOSURE STATEMENT; (B) CERTAIN DATES RELATED TO CONFIRMATION OF THE PLAN; (C) CERTAIN VOTING PROCEDURES AND THE FORM OF CERTAIN DOCUMENTS TO BE DISTRIBUTED IN CONNECTION WITH SOLICITATION OF THE PLAN; AND (D) PROPOSED VOTING AND GENERAL TABULATION PROCEDURES Upon the motion (the Motion)1 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) approving the adequacy of the Disclosure Statement for the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Disclosure Statement); (b) approving certain dates related to confirmation of the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Plan); (c) approving certain voting procedures and the form of certain documents to be distributed in connection with the solicitation of the Plan; (d) approving proposed voting and general tabulation procedures; and (e) granting such other relief as is just and proper, all as more fully described in the Motion; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Motion, the Disclosure Statement, or the Plan, as applicable.

proper before this Court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is hereby found and determined that: A. Bidding Procedures Order; Solicitation of Qualified Bids. On March 11,

2011, the Court entered the Bidding Procedures Order. Thereafter, the Debtors conducted a full, robust and fair marketing process to solicit higher or otherwise better proposals for the sponsorship and funding of the Debtors chapter 11 plans of reorganization. In

connection therewith, the Debtors received various expressions of interest and provided prospective bidders with Level One, and if appropriate Level Two, due diligence in accordance with the Bidding Procedures Order. Prior to the Bid Deadline (as defined in the Bidding Procedures Order), the Debtors (in consultation with Midland as to the Fixed/Floating Debtors) determined that they received two Qualified Bids (as defined in the Bidding Procedures Order) (inclusive of the Five Mile/Lehman stalking horse bid) with respect to the Fixed/Floating Debtors, one bid for the 45 hotels that serve as collateral for the Debtors fixed rate mortgage loan and six of the seven hotels commonly referred to as the Seven Sisters, two bids for the LNR Properties, six bids on multiple assets and six bids on individual assets. B. Conduct of the Fixed/Floating Auction. In accordance with the terms of the

Bidding Procedures Order, the Debtors conducted the Fixed/Floating Auction (as defined in the Bidding Procedures Order) on May 2 and 3, 2011. All Qualified Bidders were provided with a full and fair opportunity to submit bids at the Fixed/Floating Auction, and were afforded a reasonable period of time to consider and develop their bids.

C.

Conduct of the LNR Properties Auction. The Debtors conducted an auction

for the LNR Properties (the LNR Auction) on May 3, 2011. All bidders for the LNR Properties were provided with a full and fair opportunity to submit bids at the LNR Auction, and were afforded a reasonable period of time to consider and develop their bids. D. Successful Bids. The bid submitted by Cerberus Series Four Holdings LLC

and Chatham Lodging Trust (the Fixed/Floating Plan Sponsors) and New HoldCo, as evidenced by the Commitment Letter, was the last and final bid submitted at the Fixed/Floating Auction. The Debtors, after consultation with the Creditors Committee and Midland, concluded that the bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as evidenced by the Commitment Letter, constituted the highest and best offer for the Fixed/Floating Debtors. After providing all Qualified Bidders with an opportunity to submit other or further bids, and none having been submitted, the Debtors declared the bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as evidenced by the Commitment Letter, to be the Successful Bid (as defined in the Bidding Procedures Order) for the Fixed/Floating Debtors, and closed the Fixed/Floating Auction with respect to the Fixed/Floating Debtors. As of the date of this Order, having solicited higher or better offers for the Fixed/Floating Debtors, and having conducted the Fixed/Floating Auction, each in accordance with the Bidding Procedures Order, the Debtors have fulfilled their fiduciary obligation to obtain the highest and best offer to sponsor a plan for the Fixed/Floating Plan Debtors. The bid submitted by Chatham L.P. for the LNR Properties (the Chatham Bid), as evidenced by the Chatham APA, was the last and final bid submitted at the LNR Auction. The Chatham Bid, as evidenced by the Chatham APA, was one of the many factors that

facilitated the successful negotiation of the Stipulation resolving a number of issues among the Debtors, LNR and the Ad Hoc Committee and the Debtors, following such negotiation, concluded that the Chatham Bid constituted the highest and best offer for the LNR Properties. After providing all bidders for some or all of the LNR Properties with an opportunity to submit other or further bids, and none having been submitted, the Debtors declared the bid submitted by Chatham L.P., as evidenced by the Chatham APA, to be the successful bid for the LNR Properties, and closed the LNR Auction. As of the date of this Order, having solicited higher or better offers for the LNR Properties, and having conducted the LNR Auction, the Debtors have fulfilled their fiduciary obligation to obtain the highest and best recovery for the creditors of the Debtors that own the LNR Properties. E. Commitment Letter and Chatham APA. Entry into the Commitment Letter

and all other documents related thereto (including the New HoldCo/Midland Commitment Letter) reflecting the terms of the Fixed/Floating Successful Bid is a sound exercise of the Debtors business judgment and is in the best interests of the Fixed/Floating Debtors estates and their creditors. Entry into the Chatham APA, including the obligations of the Debtors with respect to the Chatham Bid Protections referred to in a separate motion made to the Bankruptcy Court in these Chapter 11 Cases by the Debtors [Docket No. 1205], and all other documents related thereto reflecting the terms of the Chatham Bid is a sound exercise of the Debtors business judgment and is in the best interests of the Debtors estates and their creditors. THEREFORE, IT IS HEREBY ORDERED THATAS FOLLOWS: 1. A. The Motion is granted.

Approval of the Disclosure Statement and the Notice of the Disclosure Statement Hearing 4

2.

The Debtors have provided adequate notice of the time fixed for filing objections

and the hearing to consider approval of the Disclosure Statement in accordance with Bankruptcy Rules 2002 and 3017 and Local Bankruptcy Rules 2002-1 and 3017-1(a). 3. Any objections to the approval of the Disclosure Statement that were not

withdrawn or resolved at or prior to the Disclosure Statement Hearing are overruled. 4. The Disclosure Statement complies with all aspects of section 1125 of the

Bankruptcy Code and is hereby approved as containing adequate information (as defined by section 1125(a) of the Bankruptcy Code). B. Fixing the Voting Record Date, Confirmation Objection Deadline, and Voting Deadline 5. May 10,13, 2011, the date of the Disclosure Statement Hearing, shall be the Voting

Record Date for determining: (a) the Holders of Claims and Interests that are entitled to receive the Solicitation Package pursuant to the Solicitation Procedures; (b) the Holders of Claims and Interests entitled to vote to accept or reject the Plan; and (c) whether Claims have been properly transferred or assigned to an assignee, including the requirements that: (i) the transfer or

assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e); and (ii) for Claims, such transfer is reflected on the Claims Register on or before the Voting Record Date. 6. The Confirmation Objection Deadline shall be June 10,15, 2011 at 4:00 p.m

prevailing Eastern Time. 7. Time. The Voting Deadline shall be June 17, 2011, at 10:00 a.m. prevailing Eastern

C.

Approval of the Solicitation Procedures and the Solicitation Package and the Procedures for Distribution Thereof 8. The Disclosure Statement, the Plan, and the Ballots (as applicable) provide Holders

of Claims and Interests and other parties in interest with sufficient notice regarding the release, exculpation, and injunction provisions contained in the Plan in compliance with Bankruptcy Rule 3016(c). 9. The Solicitation Procedures attached hereto as Exhibit 1 and incorporated by

reference herein, are hereby approved in their entirety, provided that the Debtors reserve the right to amend or supplement the Solicitation Procedures to better facilitate the solicitation process. 10. The procedures for distribution of the Solicitation Packages set forth in the Motion

and the Solicitation Procedures satisfy the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules, and the Debtors shall distribute or cause to be distributed Solicitation Packages to all entities entitled to vote to accept or reject the Plan. 11. The Debtors are authorized, but not directed or required, to distribute the Plan, the

Disclosure Statement and this Order to Holders of Claims and Interests in CD-ROM format. The Ballots and the Confirmation Hearing Notice will only be provided in paper form. 12. Any party who receives a CD-ROM, but who would prefer paper format, may

contact the Notice and Claims Agent at (866) 967-0675 and request paper copies of the corresponding materials previously received in CD-ROM format, which will then be provided at the Debtors expense. 13. The Proposed Form of the Confirmation Hearing Notice, substantially in the form

attached hereto as Exhibit 2, complies with the requirements of Bankruptcy Rules 2002(b), 2002(d), and 3017(d) and is hereby approved.

14.

The Debtors shall publish the Confirmation Hearing Notice (in a format modified

for publication) in USA Today on a date no fewer than 15 calendar days prior to the Voting Deadline. 15. The Proposed Form of Ballots, substantially in the form attached hereto as Exhibit

3, are hereby approved. 16. The form of the voting instructions, substantially in the form attached to the

Ballots, is hereby approved. 17. 18. All votes to accept or reject the Plan must be cast by using the appropriate Ballot. All Ballots must be properly executed, completed, and delivered according to their

applicable voting instructions by: (a) first class mail, in the return envelope provided with each Ballot; (b) overnight courier; or (c) personal delivery, so that the Ballots are actually received by the Notice and Claims Agent, no later than the Voting Deadline at the return address set forth in the applicable Ballot. 19. The Proposed Form of Non-Voting Status NoticeClaims Not Classified

substantially in the form attached hereto as Exhibit 4, is hereby approved. 20. The Proposed Form of Non-Voting Status NoticeDeemed to Reject substantially

in the form attached hereto as Exhibit 5, is hereby approved. 21. Ballots and copies of the Plan and Disclosure Statement need not be provided to the

Holders of Claims and Interests who are fully impaired or who are unclassified under the Plan. 22. The form of the Notice to Counterparties to Assumed Executory Contracts and

Unexpired Leases, substantially in the form attached hereto as Exhibit 6 is hereby approved. 23. The Proposed Form of Notice to Counterparties to Rejected Executory Contracts

and Unexpired Leases, substantially in the form attached hereto as Exhibit 7 is hereby approved.

24.

The Proposed Form of Disputed Claims Notice, substantially in the form attached

hereto as Exhibit 8, is hereby approved. 25. The form of the Disclosure Statement Hearing Notice, substantially in the form

attached hereto as Exhibit 9, is hereby approved. 26. The Debtors shall be excused from mailing Solicitation Packages to those entities

to whom the Debtors mailed a notice regarding the Disclosure Statement Hearing and received a notice from the United States Postal Service or other carrier that such notice was undeliverable unless such entity provides the Debtors, through the Notice and Claims Agent, an accurate address not less than ten business days prior to the Solicitation Date. If an entity has changed its mailing address after the Petition Date, the burden is on such entity, not the Debtors, to advise the Debtors and the Notice and Claims Agent of the new address. 27. Any objections to the Plan must be filed by the Confirmation Objection Deadline

and must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Bankruptcy Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest of such entity; (d) state with particularity the basis and nature of any objection to the Plan and, if practicable, a proposed modification to the Plan that would resolve such objection; and (e) be filed, contemporaneously with a proof of service, with the Court and served so that it is actually received by the notice parties identified in the Confirmation Hearing Notice no later than the Confirmation Objection Deadline. D. Fixing the Date of the Confirmation Hearing 28. The Confirmation Hearing shall commence on June 23, 2011 at 10:00 a.m.

prevailing Eastern Time, which hearing may be continued from time to time without further notice other than a notice of adjournment filed with the Court and served on: (a) the entities on the Master Service List (as such term is defined in the Notice, Case Management, and Administrative 8

Procedures [Docket No. 68]) and (b) those parties who have filed objections to the Plan, without further notice to other parties in interest. E. Approval of Entry into the Plan Related Documents 29. The bid submitted by the Fixed/Floating Plan Sponsors and New HoldCo, as

evidenced by the Commitment Letter, is hereby determined to be the Fixed/Floating Successful Bid (as defined in the Bidding Procedures Order) for the Fixed/Floating Debtors. The Debtors are hereby authorized to enter into the Commitment Letter and all other documents related thereto (including the New HoldCo/Midland Commitment Letter) reflecting the terms of the Fixed/Floating Successful Bid, and to take all actions necessary to perform their obligations thereunder and consummate the transactions contemplated thereby (subject to confirmation of the Fixed/Floating Plan and the satisfaction or waiver of all conditions to the occurrence of the Effective Date). The Chatham Bid, as evidenced by the Chatham APA, is hereby determined to be the successful bid for the LNR Properties. The Debtors are hereby authorized to enter into the Chatham APA and all other documents related thereto reflecting the terms of the successful bid for the LNR Properties and to take all actions necessary to perform their obligations thereunder and consummate the transactions contemplated thereby (subject to confirmation of the Remaining Debtors Plan and the satisfaction or waiver of all conditions to the occurrence of the Closing Date (as defined in the Chatham APA). 30. Having conducted a full, robust, and fair marketing process to solicit higher

or better proposals for the Fixed/Floating Debtors, and having conducted the Fixed/Floating Auction, each in accordance with the Bidding Procedures Order, the Debtors shall not be required to conduct any other or further marketing or solicitation with respect to the Fixed/Floating Debtors. Further, the Fixed/Floating Auction having been properly 9

conducted and closed, and the Fixed/Floating Plan Sponsors and New HoldCo having relied on the process set forth in the Bidding Procedures Order for the solicitation of Qualified Bids in submitting the Fixed/Floating Successful Bid and participating in the Fixed/Floating Auction, the Debtors shall not be required to respond to, or otherwise entertain or consider, any other or further offers for all or any portion of the Fixed/Floating Debtors. Upon receipt of a proposal for any alternative restructuring transaction involving the Fixed/Floating Debtors, the Debtors shall advise the Fixed/Floating Plan Sponsors, Midland, and Lehman of the existence of, and provide copies of (or, if the proposal is provided orally, a written summary of), such proposal. 31. Having conducted a full, robust, and fair marketing process to solicit higher

or better proposals for the Fixed/Floating Debtors, and having conducted the LNR Auction, the Debtors shall not be required to conduct any additional marketing or solicitation with respect to the LNR Properties. Further, the LNR Auction having been properly conducted and closed, and Chatham L.P. having participated in the LNR Auction and having submitting the Chatham Bid, the Debtors shall not be required to respond to, or otherwise entertain or consider, any other or further offers for all or any portion of the LNR Properties. Upon receipt of a proposal for any alternative restructuring transaction involving the LNR Properties, the Debtors shall advise the Chatham L.P., LNR, Midland, and Lehman of the existence of, and provide copies of (or, if the proposal is provided orally, a written summary of), such proposal. F. Approval of Limited Fixed/Floating Termination Fee & Expense Reimbursement 32. In the event the Board of Trustees of Innkeepers USA Trust (the Board)

authorizes the Debtors to exercise their fiduciary out as provided in the Commitment Letter to execute definitive documentation with respect to an alternative restructuring 10

transaction for the Fixed/Floating Debtors (an Alternative Restructuring Transaction) with a party other than the Fixed/Floating Plan Sponsors and, provided that the Fixed/Floating Plan Sponsors are not then in material breach (after giving effect to any applicable cure period) of their obligations under the Commitment Letter, the Fixed/Floating Plan Sponsors shall be entitled to (a) payment of a $12 million cash termination fee (the Termination Fee), which Termination Fee shall be payable to the Fixed/Floating Plan Sponsors upon the consummation of such Alternative Restructuring Transaction and solely from the proceeds of such Alternative Restructuring Transaction; and (b) reimbursement of up to $3 million on account of reasonable and documented expenses incurred by the Fixed/Floating Plan Sponsors (the Fixed/Floating Expense Reimbursement), which Fixed/Floating Expense Reimbursement shall be payable to the Fixed/Floating Plan Sponsors solely from a non-refundable deposit to be provided to the Debtors from the proponent of the Alternative Restructuring Transaction concurrently with the Debtors execution of definitive documentation for the Alternative Restructuring Transaction. The Debtors obligations under this paragraph, if applicable, shall constitute allowed administrative expenses of the Debtors estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code; provided, however, that, payment shall only be from the sources identified in clauses (a) and (b) above and no other source. 33. The Debtors agree that an Alternative Restructuring Transaction must: (a)

have an implied enterprise value that is $30 million or more than the Fixed/Floating Successful Bid; (b) include sufficient cash to pay the Termination Fee, the Fixed/Floating Expense Reimbursement, the Midland Payment (as defined below), and the Lehman Payment (as defined below); and (c) provide for the proponent thereof to make a

11

non-refundable deposit to the Fixed/Floating Debtors of which at least a portion of such deposit shall be available to the Fixed/Floating Debtors solely for the purpose of paying the Fixed/Floating Expense Reimbursement. In evaluating whether to pursue an Alternative Restructuring Transaction, the Debtors will consider (x) the effect the Alternative Restructuring Transaction would have on the recoveries and the form of consideration that the holders of the Fixed Rate Mortgage Loan Claims and Floating Rate Mortgage Loan Claims, respectively, would receive under the Fixed/Floating Plan; (y) the recoveries that such holders, respectively, would receive under the Fixed/Floating Plan as filed on the date hereof; and (z) that each of such holders has consented to the treatment that the other would receive under the Fixed/Floating Plan as filed on the date hereof. The term Alternative Restructuring Transaction shall not include the Backup Bid for the Fixed/Floating Debtors (as defined in the Bidding Procedures Order). For the avoidance of doubt, Midland shall have no obligation and shall not be committed to provide any financing with regards to any Alternative Restructuring Transaction. G. Approval of Midland Payment 34. In the event the Board authorizes the Debtors to exercise their fiduciary out

as provided in the Commitment Letter to execute definitive documentation with respect to an Alternative Restructuring Transaction and, provided that Midland is not in breach of any of its contractual obligations in connection with these Chapter 11 Cases, Midland shall be entitled to a $2 million payment (the Midland Payment) on account of the fees and expenses of the C6 and C7 Trusts, which shall be payable to Midland solely from the proceeds of such transaction that would otherwise be allocable to the recovery of the Allowed Fixed Rate Mortgage Loan Claim. The Debtors obligations under this paragraph, if applicable, shall constitute allowed administrative expenses of the Debtors estates 12

pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code; provided, however, that, payment shall only be from the proceeds of any consummated Alternative Restructuring Transaction.

H.

Approval of Lehman Payment 35. In the event the Board authorizes the Debtors to exercise their fiduciary out

as provided in the Commitment Letter to execute definitive documentation with respect to an Alternative Restructuring Transaction and, provided that Lehman is not in breach of any of its contractual obligations in connection with these Chapter 11 Cases, Lehman shall be entitled to $651,077.85 (the Lehman Payment), which shall be payable to Lehman solely from the proceeds of such transaction. The Debtors obligations under this

paragraph, if applicable, shall constitute allowed administrative expenses of the Debtors estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code; provided, however, that, payment shall only be from the proceeds of any consummated Alternative Restructuring Transaction. I. Miscellaneous Provisions 36. 29. The terms of this Order shall be binding upon the Debtors, all Holders of

Claims and Interests, and any trustees appointed under chapter 7 or chapter 11 of the Bankruptcy Code relating to the Debtors and all other parties in interest. 37. 30. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 38. 31. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a).

13

39.

32. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 40. 33. This Court retains jurisdiction with respect to all matters arising from or related

to the implementation of this Order.

New York, New York Dated: ___________, 2011 United States Bankruptcy Judge

14

EXHIBIT 1 Solicitation Procedures

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

SOLICITATION PROCEDURES1 On May ___, 2011, the Court entered an order approving the Motion and the Solicitation Procedures set forth herein [Docket No. ___] (the Disclosure Statement Order).2 A. The Disclosure Statement Hearing and the Voting Record Date

The Court has established May 10,13, 2011 as the record date (the Voting Record Date) for purposes of determining, among other things, which Holders of Claims and Interests are entitled to vote on the Plan. B. The Voting Deadline

The Court has approved June 17, 2011 at 4:00 p.m. prevailing Eastern Time as the deadline (the Voting Deadline) for the delivery of Ballots voting to accept or reject the Plan. To be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered by using the return envelope provided or by delivery by: (a) first class mail; (b) overnight courier; or (c) personal delivery, so that they are actually received no later than the Voting Deadline by Omni Management Group, LLC (the Notice and Claims Agent). The Ballots will clearly indicate the appropriate return address. Ballots returnable to the Notice and

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. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion. A copy of the Motion, the Disclosure Statement, and the Plan may be obtained (a) from the Debtors Notice and Claims Agent by: (i) visiting http://www.omnimgt.com/innkeepers; (ii) writing to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California, 91436, or (iii) calling (866) 989-6147; or (b) for a fee via PACER (except for ballots) at http://www.nysb.uscourts.gov.

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Claims Agent should be sent to Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. C. Solicitation Procedures

1. The Solicitation Package: The following documents and materials constitute the solicitation package (the Solicitation Package): a. a CD-ROM containing the Disclosure Statement Order (with these Solicitation Procedures, which shall be Exhibit 1 attached thereto) and the approved form of the Disclosure Statement (together with the Plan, which shall be Exhibit A attached thereto); an appropriate form of Ballot and voting instructions with respect thereto (with a pre-addressed, postage prepaid return envelope); where applicable, a letter, in form and substance acceptable to the Debtors, in their discretion, from counsel for the Creditors Committee, urging general unsecured creditors to vote to accept the Plan; the Confirmation Hearing Notice; and such other materials as the Court may direct.

b. c.

d. e.

2. Distribution of the Solicitation Packages: The Debtors intend to serve Solicitation Package on the following Holders of Claims and Interests, who shall be entitled to vote to accept or reject the Plan: a. Holders of Claims for which a Proof of Claim has been timely-filed, as reflected on the Claims Register as of the Voting Record Date; provided, however, that Holders of Claims to which an objection is pending at least 15 days prior to the Confirmation Hearing shall not be entitled to vote unless such Holders become eligible to vote through a Resolution Event in accordance with section D.4 herein; Holders of Claims that are listed in the Debtors Schedules shall receive Solicitation Packages with the exception of those Claims that are scheduled as contingent, unliquidated, disputed, or any combination thereof (excluding such scheduled Claims that have been superseded by a timely-filed Proof of Claim); provided, however, that Holders of Claims that are scheduled as contingent, unliquidated, or disputed for which the applicable Bar Date for such Holder or Beneficial Holder has not passed shall receive Solicitation Packages; Holders whose Claims arise pursuant to an agreement or settlement with the Debtors, as reflected in a document filed with the Court, in an order of the Court or in a document executed by the Debtors pursuant to authority 2
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b.

c.

granted by the Court, in each case regardless of whether a Proof of Claim has been filed; d. e. Holders of Interests; and The assignee of any transferred or assigned Claim or Interest will receive a Solicitation Package only if: (i) transfer or assignment has been fully effectuated pursuant to the procedures dictated by Bankruptcy Rule 3001(e); and (ii) for Claims, such transfer is reflected on the Claims Register on or before the Voting Record Date.

3. Distribution of Materials: In addition to the distribution of the Solicitation Package as described above, the Debtors will serve paper copies of the Disclosure Statement Order, the Disclosure Statement, and all exhibits to the Disclosure Statement, including the Plan, on the Master Service List (as defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]). 4. Publication of Confirmation Hearing Notice: The Debtors will, following the Disclosure Statement Hearing, publish the Confirmation Hearing Notice (in a format modified for publication), which will contain, among other things, the Confirmation Objection Deadline, the Voting Deadline, and the date that the Confirmation Hearing is first scheduled, in the national edition of the USA Today to provide notification to those entities that may not receive notice by mail, on a date no fewer than 15 calendar days prior to the Voting Deadline. D. Voting and General Tabulation Procedures

1. Vacant Classes: Any Class of Claims or Interests that, as of the commencement of the Confirmation Hearing, does not have at least one Holder of a Claim or Interest that is Allowed in an amount greater than zero for voting purposes pursuant to the Disclosure Statement and Solicitation Procedures Order shall be considered vacant, deemed eliminated from the Plan for purposes of voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to that Class. 2. Establishing Claim Amounts: In tabulating votes, the following hierarchy will be used to determine the amount of the Claim associated with each vote: a. the amount of the Claim settled and/or agreed upon by the Debtors, as reflected in a document filed with the Court, in an order of the Court, or in a document executed by the Debtors pursuant to authority granted by the Court, in each case regardless of whether a Proof of Claim has been filed; the amount of the Claim allowed (temporarily or otherwise) pursuant to a Resolution Event under the procedures set forth in section D.4 herein; the amount of the Claim contained in a Proof of Claim that has been timely-filed by the applicable Bar Date (or deemed timely-filed by the Court under applicable law) except for any amounts in such Proofs of Claim asserted on account of any Interest accrued after the Petition Date; provided 3
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b. c.

that Ballots cast by Holders whose Claims are not listed on the Schedules, but that timely file a Proof of Claim in an unliquidated or unknown amount that are not the subject of an objection, will count for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code and will count as Ballots for Claims in the amount of $1.00 solely for the purposes of satisfying the dollar amount provisions of section 1126(c) of the Bankruptcy Code; provided further that to the extent the amount of the Claim contained in the Proof of Claim is different from the amount of the Claim set forth in a document filed with the Court as referenced in section D.1.c herein, the amount of the Claim in the document filed with the Court shall supersede the amount of the Claim set forth on the respective Proof of Claim; d. the amount of the Claim listed in the Schedules, provided that such Claim is not scheduled as contingent, unliquidated, or disputed and has not been paid; provided, however, that if the Holder of a contingent, unliquidated, or disputed Claim is allowed to vote its Claim because the applicable Bar Date has not passed, then the amount of the Claim listed in the Schedules; and in the absence of any of the foregoing, zero.

e.

The amount of the Claim established herein shall control for voting purposes only and shall not constitute the Allowed amount of any Claim or Interest. Moreover, any amounts filled in on Ballots by the Debtors through the Notice and Claims Agent are not binding for any purpose, including for purposes of voting and distribution. 3. General Ballot Tabulation: The following voting procedures and standard assumptions will be used in tabulating Ballots: a. except as otherwise provided herein, unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their sole discretion, reject such Ballot as invalid and, therefore, decline to count it in connection with Confirmation; the Notice and Claims Agent will date and time-stamp all Ballots when received. The Notice and Claims Agent shall retain all original Ballots and an electronic copy of the same for a period of six years after the Effective Date of the Plan, unless otherwise ordered by the Court; an original executed Ballot is required to be submitted by the entity submitting such Ballot. Delivery of a Ballot to the Notice and Claims Agent by facsimile, e-mail, or any other electronic means shall not be valid; pursuant to Rule 3018-1(a) of the Local Rules for the United States Bankruptcy Court for the Southern District of New York, the Debtors shall file the Voting Report with the Court no later than five calendar days prior to the Confirmation Hearing. The Voting Report shall, among other things, delineate every irregular Ballot including, without limitation, those Ballots 4
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b.

c.

d.

that are late or (in whole or in material part) illegible, unidentifiable, lacking signatures or necessary information, received via facsimile or electronic mail, or damaged. The Voting Report shall indicate the Debtors intentions with regard to such irregular Ballots; e. the method of delivery of Ballots to the Notice and Claims Agent is at the election and risk of each Holder of a Claim or Interest. Except as otherwise provided herein, such delivery will be deemed made only when the Notice and Claims Agent actually receives the originally executed Ballot; no Ballot should be sent to any of the Debtors, the Debtors agents (other than the Notice and Claims Agent), any indenture trustee (unless specifically instructed to do so), or the Debtors financial or legal advisors and if so sent will not be counted; if multiple Ballots are received from the same Holder of a Claim or Interest with respect to the same Claim or Interest prior to the Voting Deadline, the latest-dated valid Ballot received prior to the Voting Deadline will supersede and revoke any prior dated Ballot; Holders must vote all of their Claims or Interests within a particular Class either to accept or reject the Plan and may not split any such votes. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted. Further, if a Holder has multiple Claims or Interests within the same Class, the Debtors may, in their sole discretion, aggregate the Claims or Interests of any particular Holder within a Class for the purpose of counting votes; a person signing a Ballot in its capacity as a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative capacity must indicate such capacity when signing and, if required or requested by the applicable nominee or its agent, the Notice and Claims Agent, the Debtors, or the Court, must submit proper evidence to the requesting party to so act on behalf of such Holder; the Debtors, subject to contrary order of the Court, may waive any defects or irregularities as to any particular Ballot at any time, either before or after the close of voting, and any such waivers shall be documented in the Voting Report; neither the Debtors, nor any other entity, will be under any duty to provide notification of defects or irregularities with respect to delivered Ballots other than as provided in the Voting Report, nor will any of them incur any liability for failure to provide such notification; unless waived by the Debtors, subject to contrary order of the Court, any defects or irregularities in connection with deliveries of Ballots must be cured prior to the Voting Deadline or such Ballots will not be counted; 5
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f.

g.

h.

i.

j.

k.

l.

m.

in the event a designation for lack of good faith is requested by a party in interest under section 1126(e) of the Bankruptcy Code, the Court will determine whether any vote to accept and/or reject the Plan cast with respect to that Claim or Interest will be counted for purposes of determining whether the Plan has been accepted and/or rejected by such Claim or Interest; subject to any contrary order of the Court, the Debtors reserve the right to reject any and all Ballots not in proper form, the acceptance of which, in the opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code or the Bankruptcy Rules; provided, however, that any such rejections shall be documented in the Voting Report; if a Claim or Interest has been estimated or otherwise Allowed for voting purposes by an order of the Court pursuant to Bankruptcy Rule 3018(a), such Claim or Interest shall be temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only and not for purposes of allowance or distribution; any Holder of a Claim or Interest entitled to vote that has delivered a valid Ballot may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a); with respect to any non-vacant Class of Claims or Interests that is not deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code, if each Holder of a Claim or Interest in such Class fails to cast a qualifying vote to accept or to reject the Plan, including if such failure is the result of any Holder having been designated in accordance with section 1126(e) of the Bankruptcy Code, then any such Class shall be deemed to have accepted the Plan, and such Class shall be treated in the same manner for voting purposes as if all Holders of Claims or Interests in such Class had cast qualifying votes to accept the Plan satisfying section 1129(a)(8)(A) of the Bankruptcy Code; if an objection to a Claim or Interest is filed, such Claim or Interest shall be treated in accordance with the procedures set forth herein; and the following Ballots shall not be counted in determining the acceptance or rejection of the Plan: (i) any Ballot that is illegible or contains insufficient information to permit the identification of the Holder of the Claim or Interest; (ii) any Ballot cast by an entity that does not hold a Claim or Interest in a Class that is entitled to vote on the Plan or an entity that is not otherwise entitled to vote pursuant to the procedures described herein; (iii) any Ballot cast for a Claim scheduled as contingent, unliquidated or disputed for which the applicable Bar Date has passed and no Proof of Claim was timely filed; (iv) any unsigned Ballot; and (v) any Ballot not

n.

o.

p.

q.

r. s.

6
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marked to accept or reject the Plan or any Ballot marked both to accept and reject the Plan. 4. Temporary Allowance of Claims for Voting Purposes: If a Holder of a Claim or Interest is subject to a pending objection as of the Voting Record Date, the Holder of such Claim or Interest cannot vote unless at least five days before the Voting Deadline one of the following occurs (each, a Resolution Event): a. b. an order of the Court is entered allowing such Claim or Interest pursuant to section 502(b) of the Bankruptcy Code, after notice and a hearing; an order of the Court is entered temporarily allowing such Claim or Interest for voting purposes only pursuant to Bankruptcy Rule 3018(a), after notice and a hearing; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors resolving the objection and allowing such Claim or Interest in an agreed-upon amount; a stipulation or other agreement is executed between the Holder of such Claim or Interest and the Debtors temporarily allowing the Holder of such Claim or Interest to vote its Claim in an agreed-upon amount; or the pending objection to such Claim or Interest is voluntarily withdrawn by the Debtors.

c.

d.

e.

No later than two Business Days after a Resolution Event, the Notice and Claims Agent shall distribute a Solicitation Package and a pre-addressed, postage prepaid envelope to the relevant Holder of such temporarily allowed Claim or Interest that has been allowed for voting purposes only (or for other purposes as set forth in an applicable order of the Court) by such Resolution Event, which must be returned according to the instructions on the Ballot by no later than the Voting Deadline. If the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest after the Voting Record Date, but at least 15 days prior to the Confirmation Hearing, the Debtors notice of objection will inform such Holder of the rules applicable to Claims or Interests subject to a pending objection and the procedures for temporary allowance for voting purposes. Furthermore, if the Holder of a Claim or Interest receives a Solicitation Package and the Debtors object to such Claim or Interest less than 15 days prior to the Confirmation Hearing, the Holders Claim or Interest shall be deemed temporarily allowed for voting purposes only without further action by the Holder of such Claim or Interest and without further order of the Court. 5. Forms of Notices to Unclassified Claims and Fully Impaired Classes: Unclassified Claims or Interests are not entitled to vote because they are fully impaired and are deemed to reject the Plan under section 1126(g) of the Bankruptcy Code will receive only the Confirmation Hearing Notice and either the Non-Voting Status NoticeClaims Not Classified or Non-Voting Status NoticeDeemed to Reject, as applicable. The Non-Voting Status NoticeClaims Not Classified 7
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and the Non-Voting Status NoticeDeemed to Reject, substantially in the form attached to the Motion as Exhibit D and Exhibit E, respectively, will instruct the Holders how they may obtain copies of the documents contained in the Solicitation Package (excluding Ballots). Certain Holders of Claims or Interests that are not entitled to vote because they are Impaired are not entitled to receive any recovery under the Plan and are therefore deemed to reject the Plan under section 1126(g) of the Bankruptcy Code. Such Holders will receive only the Confirmation Hearing Notice and the Non-Voting Status Notice Deemed to Reject. 6. Forms of Notice to Executory Contract and Unexpired Lease Counterparties: Certain counterparties to rejected Executory Contracts or Unexpired Leases may be entitled to vote as Holders of Classes FF5, A5A, A5B, A5C, O4A, O4B, or R4 and will receive only the Confirmation Hearing Notice and the Notice to Counterparties to Rejected Executory Contracts and Unexpired Leases, substantially in the form attached to the Motion as Exhibit F, which will instruct the Holders on how they may file a Proof of Claim in order to vote to accept or reject the Plan and obtain copies of the documents contained in the Solicitation Package. E. Release, Exculpation and Injunction Language in the Plan

THE RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS IN ARTICLE VIII OF THE PLAN WILL BE SUMMARIZED IN THE DISCLOSURE STATEMENT AND FURTHER NOTICE IS PROVIDED WITH RESPECT TO SUCH PROVISIONS IN THE SOLICITATION NOTICE. F. Amendments to the Plan and the Solicitation Procedures

THE DEBTORS EXPRESSLY RESERVE THE RIGHT TO AMEND FROM TIME TO TIME THE TERMS OF THE PLAN IN ACCORDANCE WITH THE TERMS THEREOF (SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF SECTION 1127 OF THE BANKRUPTCY CODE AND THE TERMS OF THE PLAN REGARDING MODIFICATION). THE DEBTORS EXPRESSLY RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THE SOLICITATION PROCEDURES TO BETTER FACILITATE THE SOLICITATION PROCESS.

8
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