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 SECOND AMENDMENT TO DIP CREDIT AGREEMENT WITH SOLAR FINANCE INC., AN AFFILIATE OF LEHMAN ALI INC. 1

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

K&E 19886266

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the Debtors) hereby file the Second Amendment to Senior Secured Super Priority Debtor-in-Possession Loan Agreement and Other Loan Documents, dated and made effective as of September 19, 2011, between the Debtors listed in Schedule A thereto (the Floating Rate Debtors), as Borrower, and Solar Finance Inc. (Solar), as Lender (the Solar DIP Amendment), attached hereto as Exhibit A, which amends that certain debtor-inpossession credit agreement (the Solar DIP Credit Agreement, and the related facility, the Solar DIP Facility) between Solar and the Floating Rate Debtors, to extend the Maturity Date of the Solar DIP Facility by seven days from September 19, 2011 to September 26, 2011.2 PLEASE TAKE FURTHER NOTICE that copies of the Solar DIP Amendment 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.

On September 12, 2011, the Floating Rate Debtors and Solar entered into the First Amendment to Senior Secured Super Priority Debtor-in-Possession Loan Agreement and Other Loan Documents [Docket No. 2084], which extended the maturity date of the Solar DIP Facility by seven days from September 12, 2011 to September 19, 2011.

2
K&E 19886266

New York, New York Dated: September 19, 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 19886266

EXHIBIT A Solar DIP Amendment

SECOND AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-INPOSSESSION LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Dated and made effective as of September 19,2011 between

EACH OF THE PERSONS IDENTIFIED ON SCHEDULE I HERETO, as Borrower

and

SOLAR FINANCE INC., as Lender

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SECOND AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-INPOSSESSION LOAN AGREEMENT AND OTHER LOAN DOCUMENTS THIS SECOND AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this "Agreement") is entered into and made effective as of this 19th day of September, 2011 between EACH OF THE PERSONS IDENTIFIED ON SCHEDULE I HERETO, each a Delaware limited partnership, each having its principal place of business at do Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 ("Borrower") and SOLAR FINANCE INC., a Delaware corporation., having an address at 1271 A venue of the Americas, 38th Floor, New York, New York 10020 (together with its successors and assigns, "Lender"). RECITALS WHEREAS, Borrower and Lender entered into that certain Senior Secured Super Priority Debtor-in-Possession Loan Agreement, dated as of September 17, 2010, as amended by that certain First Amendment to Senior Secured Super Priority Debtor-In-Possession Loan Agreement and Other Loan Documents, dated as of September 12, 2011, by and between Borrower and Lender (as so amended, the "Original Loan Agreement"), pursuant to which Lender made a loan ("Loan") to Borrower in the maximum principal amount of $17,498,095.52, which Loan is evidenced by that certain Promissory Note made by Borrower to Lender, dated as of September 17, 2010, in the maximum principal amount of $17,498,095.52 (the "Note"). Unless otherwise defmed herein, capitalized terms used in this Agreement shall have the meanings set forth in the Original Loan Agreement (as amended by this Agreement, as the case may be). WHEREAS, as a condition of Lender making the Loan to Borrower, Borrower executed that certain Environmental Indemnity Agreement in favor of Lender, dated as of September 17, 2010 (the "Environmental Indemnity"), whereby Borrower, inter alia, agreed to provide to Lender certain indemnities and undertakings with respect to the environmental condition of the Property. WHEREAS, Borrower and Lender desire to, in accordance with, and subject to, the terms and conditions hereof, amend the Original Loan Agreement and the other Loan Documents (the Original Loan Agreement, as amended by this Agreement, the "Loan Agreement"). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Condition to Loan Modification. As a condition precedent to Lender's obligation to enter into this Agreement, Borrower shall have reimbursed Lender for all costs and expenses incurred

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in connection with the preparation and execution of this Agreement, including, without limitation, reasonable legal fees and expenses. 2. Amendments to the Original Loan Agreement/Modification to Defmed Terms. The defined term "Maturity Date" set forth in Section 1.1 of the Original Loan Agreement is hereby deleted in its entirety and shall be replaced with the following:

"Maturity Date" shall mean the earlier to occur of (a) September 26, 2011, or (b)
the Termination Date. 3. Amendment to Other Loan Documents. Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that all references therein to the "Loan Agreement" shall be deemed to refer to the Original Loan Agreement as amended by this Agreement, and as the same may be subsequently further amended, modified, supplemented, extended, consolidated, replaced, exchanged or otherwise changed. 4. No Offsets or Defenses. Borrower hereby acknowledges, confirms and warrants to Lender that, as of the date hereof, Borrower does not have any claims or any offset, defense, claim, right of set-off or counterclaim against Lender under, arising out of or in connection with this Agreement, the Loan Agreement, the Note, or any of the other Loan Documents to which Borrower is a party, including without limitation, the Environmental Indemnity. 5. Enforceability. Borrower represents and warrants that this Agreement constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms. 6. Organization. Borrower represents and warrants that as of the date hereof, except by reason of the Chapter 11 Cases, Borrower (i) is a duly organized and validly existing limited partnership in good standing under the laws of the State of Delaware, (ii) has the requisite power and authority to carry on its business as now being conducted, (iii) is duly qualified to do business in each jurisdiction in which the nature of its business makes such qualification necessary or desirable, and (iv) has the requisite power to execute and deliver, and perform its obligations under, this Agreement. 7. Authorization of Borrower Parties. Borrower represents and warrants that as of the date hereof, the execution and delivery by Borrower of this Agreement and Borrower's performance of its obligations hereunder (i) have been duly authorized by all requisite action on the part of Borrower, (ii) will not violate any provision of any applicable legal requirements, decree, injunction or demand of any court or other governmental authority, any organizational document of Borrower or any indenture or agreement or other instrument to which Borrower is a party or by which Borrower is bound, (iii) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any lien of any nature whatsoever upon any of the property or assets of Borrower pursuant to, any such indenture or agreement or instrument, and (iv) have been duly executed and delivered by Borrower. Borrower is not required to obtain any consent, approval or authorization from, or

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to file any declaration or statement with, any governmental authority or other agency in connection with or as a condition to the execution, delivery or performance of this Agreement, other than any consent, approvals or authorizations which have been previously obtained. 8. Reaffirmation of Loan Documents. Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under the Loan Documents, as specifically modified by this Agreement and (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against Borrower in accordance with the terms, covenants and conditions of the Loan Documents, as specifically modified by this Agreement, without impairment, and Borrower remains unconditionally liable to Lender in accordance with the terms, covenants and conditions of the Loan Documents, as specifically modified by this Agreement. This Agreement shall not be construed to impair the security or affect any rights or powers which Lender or its successors, assigns or participants may have under this Agreement or the Loan Documents. This Agreement constitutes a Loan Document as defmed in the Loan Agreement. 9. Reaffirmation of Environmental Indemnity. Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of Borrower's obligations under the Environmental Indemnity, as specifically modified by this Agreement, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against Borrower in accordance with the terms, covenants and conditions of the Environmental Indemnity without impairment, and Borrower remains unconditionally liable to Lender in accordance with the terms, covenants and conditions of the Environmental Indemnity, as specifically modified by this Agreement, (3) ratifies and confirms, renews and reaffirms in all respects and without condition, all of the terms, covenants and conditions set forth in the Environmental Indemnity, as specifically modified by this Agreement and (4) represents and warrants that all representations and warranties made by it and contained in the Environmental Indemnity are true and correct in all respects as if made on the date hereof. This Agreement shall not be construed to impair the security or affect any rights or powers which Lender or its successors may have under the Environmental Indemnity. Borrower acknowledges that it will receive substantial economic and other benefits from this Agreement. 10. Survival of Representations and Warranties. Without in any way limiting any provision of any Loan Document which provides for a longer period of survival, Borrower hereby agrees that (i) all representations and warranties made by Borrower in this Agreement shall continue for so long as any amount remains owing to Lender under the Note or any of the other Loan Documents, and (ii) all representations, warranties, covenants and agreements made in this Agreement shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf. 11. Modifications. This Agreement may not be amended, modified or otherwise changed in any manner except by a writing executed by all of the parties hereto. 12. Severability. In case any provision of this Agreement shall be invalid, illegal, or unenforceable, such provision shall be deemed to have been modified to the extent necessary to
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make it valid, legal, and enforceable. The validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 13. Further Assurances. Borrower shall execute and deliver such further instruments and perform such further acts as may be reasonably requested by Lender from time to time to confirm the provisions of this Agreement or to carry out more effectively the purposes of this Agreement. 14. Successors and Assigns. This Agreement applies to, inures to the benefit of, and binds all parties hereof. their heirs, legatees. devisees, administrators, executors, and permitted successors and assigns 15. Governing Law. (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS), PROVIDED HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED BY THIS AGREEMENT, THE LOAN AGREEMENT, ANY SECURITY INSTRUMENTS AND THE OTHER LOAN DOCUMENTS, AND THE DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE WHERE EACH INDIVIDUAL PROPERTY IS LOCATED SHALL APPLY.
(b) WITH RESPECT TO ANY CLAIM OR ACTION ARISING HEREUNDER OR UNDER THIS AGREEMENT, THE LOAN AGREEMENT. THE NOTE, THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER LOAN DOCUMENTS. BORROWER (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE BANKRUPTCY COURT AND IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION. TO THE NONEXCLUSIVE GENERAL JURISDICTION OF ANY COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK. NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING ON VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
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BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT, THE LOAN AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER LOAN DOCUMENTS WILL BE DEEMED TO PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY OTHER JURISDICTION. 16. Entire Agreement. This Agreement constitutes all of the agreements among the parties relating to the matters set forth herein and supersedes all other prior or concurrent oral or written letters, agreements and understandings with respect to the matters set forth herein. 17. Full Force and Effect. The Loan Documents remain in full force and effect. None of the representations, warranties or covenants contained herein shall in any way limit any representation, warranty or covenant contained in any Loan Document. 18. Counterparts. This Agreement may be signed in any number of counterparts by the parties hereto, all of which taken together shall constitute one and the same instrument.

[No further text on this page. Signatures follow on next page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as or the date first written above.
BORROWER:

KPA/GP VALENCIA LLC GRAND PRIX WEST PALM BEACH LLC KPA/GP Ff. WALTON BEACll LLC GRAND PRIX FT. WAYNE LLC GRAND PRIX INDIANAPOLIS LLC KPA/GP LOUISVILLE (HI) LLC GRAND PRIX BULFINCH LLC GRAND PRIX WOBURN LLC GRAND PRIX ROCKVILLE LLC GRAND PRIX EAST LANSING LLC GRAND PRIX CJRAND RAPIDS LLC GRAND PRIX 1'ROY (CENTRAL) LLC GRAND PRIX TROY (SE) LLC GRAND PRIX ATLANTIC CITY LLC GRAND PRIX MON'lV ALE LLC GRAND PRIX MORRISTOWN LLC GRAND PRIX ALBANY LI,C GRAND PRIX ADDISON (SS) LLC GRAND PRIX HARRISBURG LLC GRAND PRIX ONT ARlO LLC each a Delaware limited liability company

[Signatures continue on following page] [Second Amendment to DIP Loan Agreement]

16710335.2

LENDER:
SOLAR FINANCE INC.,

a Delaware corporation

Name: ffrey Fitts Title: 1Wthorized Signatory

[Second Amendment to DIP Loan Agreement]

16710335.2

SCHEDULE I BORROWER
KPNGP Valencia LLC Grand Prix West Palm Beach LLC Grand Prix Ft. Wayne LLC Grand Prix Indianapolis LLC KPNGP Louisville (HI) LLC Grand Prix Bulfmch LLC Grand Prix Woburn LLC Grand Prix Rockville LLC Grand Prix East Lansing LLC Grand Prix Grand Rapids LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Atlantic City LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Albany LLC Grand Prix Addison (SS) LLC Grand Prix Harrisburg LLC Grand Prix Ontario LLC

16710335.2