INNKEEPERS USA TRUST Contracts & Agreements

AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 15, 2007, BY AND AMONG GRAND PRIX HOLDINGS LLC, GRAND PRIX ACQUISITION TRUST, INNKEEPERS USA TRUST, INNKEEPERS USA LIMITED... (Filed With SEC on April 16, 2007)

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS between (Filed With SEC on November 8, 2006)

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (Filed With SEC on November 8, 2006)

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (Filed With SEC on November 8, 2006)

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on November 8, 2006)

INDEMNIFICATION AGREEMENT (Filed With SEC on November 8, 2006)

SEVERANCE AGREEMENT (Filed With SEC on November 8, 2006)

FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of September 27, 2006 (Filed With SEC on November 8, 2006)

DEED OF TRUST, LEASEHOLD DEED OF TRUST. ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING from RLJ ANAHEIM SUITES HOTEL, L.P. as Borrower (Filed With SEC on November 8, 2006)

Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5 Loan Assumption and Modification Agreement (Filed With SEC on November 8, 2006)

DEED OF TRUST NOTE (Filed With SEC on November 8, 2006)

DEED OF TRUST, LEASEHOLD DEED OFTRUST. ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING from (Filed With SEC on November 8, 2006)

DEED OF TRUST, LEASEHOLD DEEDOF TRUST. ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING from (Filed With SEC on November 8, 2006)

LOAN AGREEMENT Dated as of September 21, 2006 (Filed With SEC on November 8, 2006)

PROMISSORY NOTE (Filed With SEC on November 8, 2006)

LOAN AGREEMENT Dated as of September 19, 2006 (Filed With SEC on November 8, 2006)

PROMISSORY NOTE (Filed With SEC on November 8, 2006)

LOAN AGREEMENT Dated as of September 19, 2006 (Filed With SEC on November 8, 2006)

PROMISSORY NOTE (Filed With SEC on November 8, 2006)

INDEMNIFICATION AGREEMENT (Filed With SEC on May 10, 2006)

INNKEEPERS USA TRUST 1994 SHARE INCENTIVE PLAN (Amended and Restated as of May 4, 2005) TABLE OF CONTENTS (Filed With SEC on May 10, 2006)

INNKEEPERS USA TRUST 2006 TRUSTEES SHARE INCENTIVE PLAN Innkeepers USA Trust 2006 Trustees Share Incentive Plan TABLE OF CONTENTS (Filed With SEC on May 10, 2006)

AMENDED AND RESTATED SEVERANCE AGREEMENT (Filed With SEC on January 10, 2006)

EMPLOYMENT AGREEMENT BETWEEN INNKEEPERS USA TRUST AND JEFFREY H. FISHER (Filed With SEC on November 2, 2005)

EMPLOYMENT AGREEMENT BETWEEN INNKEEPERS USA TRUST AND MARK A MURPHY (Filed With SEC on November 2, 2005)

INNKEEPERS USA TRUST Performance Share Award Agreement (Filed With SEC on November 2, 2005)

INNKEEPERS USA TRUST Incentive Award and Cash Bonus Award Agreement (Filed With SEC on November 2, 2005)

INDEMNIFICATION AGREEMENT (Filed With SEC on August 9, 2005)

SEVERANCE AGREEMENT (Filed With SEC on August 9, 2005)

INDEMNIFICATION AGREEMENT (Filed With SEC on March 16, 2005)

4,400,000 Common Shares ($.01 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on February 18, 2005)

SEPARATION AGREEMENT (Filed With SEC on February 3, 2005)

INNKEEPERS USA TRUST (Filed With SEC on January 19, 2005)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on January 10, 2005)

CREDIT AGREEMENT (Filed With SEC on July 28, 2004)

TO SECOND AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIP OF INNKEEPERS USA LIMITED PARTNERSHIP (Filed With SEC on March 11, 2004)

OF LIMITED PARTNERSHIP (Filed With SEC on March 11, 2004)

RESTATED AGREEMENT OF LIMITED PARTNERSHIP (Filed With SEC on March 11, 2004)

FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF (Filed With SEC on March 11, 2004)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 11, 2004)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 11, 2004)

SEVERANCE AGREEMENT (Filed With SEC on March 11, 2004)

THIRD AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on March 11, 2004)

LEASE TERMINATION AGREEMENT Dated: As of February 27, 2004 (Filed With SEC on March 11, 2004)

FRANCHISE AGREEMENT (Filed With SEC on March 11, 2004)

FIRST AMENDMENT TO FRANCHISE AGREEMENT (Filed With SEC on March 11, 2004)

8.0% SERIES C CUMULATIVE PREFERRED SHARES OF BENEFICIAL INTEREST (Filed With SEC on January 21, 2004)

AMENDED AND RESTATED CREDIT AGREEMENT among INNKEEPERS USA TRUST and INNKEEPERS USA LIMITED PARTNERSHIP, as Borrowers BANK OF AMERICA, N.A., as Administrative Agent and as Issuing... (Filed With SEC on December 23, 2003)

8.0% Series CCumulative Preferred Shares (Liquidation Preference $25 per Shares) ($.01 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on December 19, 2003)

MASTER LEASE ASSIGNMENT AGREEMENT (Filed With SEC on August 12, 2003)

HOTEL MANAGEMENT AGREEMENT (Filed With SEC on August 12, 2003)

POOLING AND CUMULATION AGREEMENT (Filed With SEC on August 12, 2003)

COVENANT NOT TO COMPETE (Innkeepers) (Filed With SEC on August 12, 2003)

SECOND AMENDMENT OF AMENDED ANDRESTATED CREDIT AGREEMENT (Filed With SEC on February 6, 2003)

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INNKEEPERS USA TRUST Contracts & Agreements