K&E 19935824

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: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
NOTICE OF SECOND AMENDMENT TO DIP CREDIT AGREEMENT
WITH FIVE MILE CAPITAL II POOLING INTERNATIONAL LLC
1


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.

2
K&E 19935824
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 Credit Agreement, dated and made effective as of September 26,
2011, between the Debtors listed in Schedules I-III thereto (the Borrower Debtors), as
Borrower, and Five Mile Capital II Pooling International LLC (Five Mile), both in its capacity
as Lead DIP Lender and Administrative Agent (the Five Mile DIP Amendment), attached
hereto as Exhibit A, which amends that certain debtor-in-possession credit agreement (the Five
Mile DIP Credit Agreement, and the related facility, the Five Mile DIP Facility) between
Five Mile and the Borrower Debtors, to extend the Maturity Date of the Five Mile DIP Facility
by seven days from September 26, 2011 to October 3, 2011.
2

PLEASE TAKE FURTHER NOTICE that copies of the Five Mile 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.

2
On September 19, 2011, the Borrower Debtors and Five Mile entered into the Amendment to Senior Secured
Super Priority Debtor-in-Possession Credit Agreement [Docket No. 2110], which extended the maturity date of
the Five Mile DIP Facility by seven days from September 19, 2011 to September 26, 2011.

K&E 19935824
New York, New York /s/ Brian S. Lennon
Dated: September 26, 2011 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


EXHIBIT A

Five Mile DIP Amendment
SECOND AMENDI\1ENT TO
SENIOR SECURED SUPb'l:R-J?RKORITY
CREDV.T AGREEMENT
Dated as of September 26, 2011
Among
EACH OF THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO
as a Debtor and Debtor-in-Possession under Chapter 11 ofthe United States Bankruptcy Code,
collectively, jointly and severally, as the Tranche A Borrowers
and
EACH OF TI-IE ENTITIES SET FORTH ON SCHEDULE II ATTACHED HERETO
as a Debtor and Debtor-in-Possession under Chapter 11 of the United States Bankruptcy Code,
collectively, jointly and severally, as the Tranche B Borrowers
and
EACH OF THE ENTITIES SET FORTI-I ON SCHEDULE III ATTACHED HERETO
as a Debtor and Debtor-in-Possession under Chapter 11 of the United States Banla-uptcy Code,
collectively, jointly and severally, as the Tranche C Borrowers
and
FIVE MILE CAPITAL II POOLING INTERNATIONAL LLC,
as Lead DIP Lender
and
Acknow !edged by
FIVE MILE CAPITAL II POOLING INTERNATIONAL LLC,
as Administrative Agent
SECOND AMENDMENT TO SFlNIOR SHI:C1LJRED SUPERwPRllOru'rY
DEBTOR-HN-JP'OSSJESSION CJRlll:DllT AGREEMENT
THIS SECOND AMENDMENT TO SENIOR SECURED SUPER-PRIORITY
DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this "6ms;_ndmen1."), dated as of
September 26, 2011 among EACH OF THE E1'-JTITIES SET FORTH ON SCHEDULE J.
ATTACHED HERETO, each a Delaware lin1ited liability company having an address at c/o
Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480, and a
debtor and debtor-in-possession in a case pending under chapter 11 of the Banla'uptcy Code
(each, together with its permitted successors and permitted assigns, a "Tranche A Individual
and collectively, jointly and severally, the "Tranche A Borrowers"), EACH OF THE
ENTITIES SET FORTI-I ON SCHEDULE II ATTACI-IED HERETO, each a Delaware limited
liability company having an address at c/o Itmkeepers USA, 340 Royal Poinciana Way, Suite
306, Palm Beach, Florida 33480, and a debtor and debtor-in-possession in a case pending under
chapter 11 of the Bankruptcy Code (each, together with its permitted successors and permitted
assigns, a "Tranche B Individual Borrower," and collectively, jointly and severally, the
"Tranche B BolTQ_wers") and EACH OF THE ENTITIES SET FORTH ON SCHEDULE III
ATTACHED HERETO, each a Delaware limited liability company having an address at c/o
Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480, and a
debtor and in a case pending under chapter 11 of the Bankruptcy Code
(each, together with its permitted successors and permitted assigns, a "Tranche C Individual
and collectively, jointly and severally, the "Tranche C Borrowers"; together with the
Tranche A Individual Borrowers and the Tranche B Individual Bonowers, collectively
"Borrowers"), and the Lead DIP Lender constituting the Required Lenders and acknowledged by
FIVE MILE CAPITAL II POOLING INTERNATIONAL LLC, a Delaware limited liability
company having an address at c/o Five Mile Capital Partners LLC, Tluee Stamford Plaza, 9
111
Floor, Stamford, Connecticut 06901, as administrative agent (in such capacity, the
"Administrative Agent") for itself and the other Lenders.
WI TN E S S E T H:
WHEREAS, pursuant to that certain Senior Secured Super-Priority Debtor-In-
Possession Credit Agreement dated as of September 2A, 2010, as amended by that certain First
Amendment to Senior Secured Super-Priority Debtor-In-Possession Credit Agreement dated as
of September 19, 2011 (as the same may be further amended, restated, replaced, supplemented or
otherwise modified fi:om time to time, the "Credit Agreement"), between Borrowers, Lenders,
Administrative Agent, Collateral Agent and Syndication Agent, Lenders made (a) a senior
secured term facility in the original principal amount of $46,600,000 for the benefit of the
Tranche A Borrowers secured by, among other a first priority and priming security
interest in the Tranche A Properties, (b) a senior secured tenn facility in the original principal
amount of $4,000,000 for the benefit of the Tranche B Borrowers secured by, among other
things, a fust priority and priming security interest in the Tranche B Prope1ty (the "Tranche B
Facility") and (c) a senior secured term facility in the original principal amount of$2,400,000 for
the benefit of the Tranche C Borrowers secured by, among other things, a first priority and
priming security interest in the Tranche C Property (the "Tranche C Facility"), in each case, to
-1-
fund the PIP Work for the Individual Properties with respect to such Tranche and for the other
purposes expressly permitted in the Credit Agreement.
WHEREAS, the Tranche B Borrowers have repaid the Tranche B Facility and
the Tranche C Borrowers have repaid the Tranche C Facility and no borrowings or advances
remain outstanding or available under eitber such facilities.
WHEREAS, the parties hereto have agreed to amend certain terms and
provisions of the Credit Agreement as hereinafter set torth in accordance with Section 10.01 of
the Credit Agreement.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the Credit Agreement is amended and modified as
hereinafter set forth:
1. Mntudty Date Extension. The Maturity Date is hereby extended to October 3,
2011 ("Extension Date"), or such other date on which the final payment of the principal of the
Notes becomes due and payable as provided in the Notes or the Credit Agreement, whether at
such stated maturity date, by declaration of acceleration, or otherwise.
2. Capitalized Terms. Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Credit Agreement.
3. Successors and Assigns. This Amendment shall be binding upon and shall inure
to the benefit of each of the parties hereto and their respective permitted successors and assigns.
4. Ratification. Except as modified by this Amendment, the Credit Agreement and
the Loan Documents are each hereby ratified and confirmed and shall each continue in full torce
and effect.
5. Governing Law. This Amendment 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 ofthe State ofNew York.
6. Countergarts. This Amendment may be executed in one or more counterparts,
each of which shall constitute an original and all ofwhich taken together shal1 constitute but one
and the same agreement. Any counteq)at't may be executed by facsimile or p01table document
format (.pdf) transmission and shall be binding on the parties hereto.
[Signatures appear on the following pages]
-2-
IN WITNESS WHEREOF, Borrowers and Lenders have duly executed this
Amendment as of the day and year first above written.
TRANCHE A BORROWERS:
GRAND PRIX BELMONT LLC
GRAND PRIX CAMPBELL/SAN JOSE LLC
GRAND PRIX EL SEGUNDO LLC
GRAND PRIX FREMONT LLC
GRAND PRIX MOUNTAIN VIEW LLC
GRAND PRIX SAN JOSE LLC
GRAND PRIX SAN MATEO LLC
GRAND PRIX SILl I LLC
GRAND PRIX SILl II LLC
GRAND PRIX DENVER LLC
GRAND PRIX ENGLEWOOD/DENVER
SOUTHLLC
GRAND PRIX SHELTON LLC
GRAND PRIX WINDSOR LLC
GRAND PRIX ALTAMONTE LLC
GRAND PRIX FT. LAUDERDALE LLC
GRAND PRIX NAPLES LLC
GRAND PRIX ATLANTA LLC
GRAND PRIX ATLANTA (PEACHTREE
CORNERS) LLC
GRAND PRIX LOMBARD LLC
GRAND PRIX CHICAGO LLC
GRAND PRIX SCHAUMBURG LLC
GRAND PRIX WESTCHESTER LLC
GRAND PRIX LEXINGTON LLC
GRAND PRIX LOUISVILLE (RI) LLC
GRAND PRIX COLUMBIA LLC
GRAND PRIX GAITHERSBURG LLC
GRAND PRIX GERMANTOWN LLC
GRAND PRIX PORTLAND LLC
GRAND PRIX LIVONIA LLC
GRAND PRIX CHERRY HILL LLC
GRAND PRIX MT. LAUREL LLC
GRAND PRIX SADDLE RIVER LLC
GRAND PRIX ISLANDIA LLC
GRAND PRIX BINGHAMTON LLC
GRAND PRIX HORSHAM LLC
GRAND PRIX WILLOW GROVE LLC
GRAND PRIX ADDISON (RI) LLC
GRAND PRIX ARLINGTON LLC
GRAND PRIX LAS COLINAS LLC
GRAND PRIX RICHMOND LLC
GRAND PRIX RICHMOND
(NORTHWEST) LLC
GRAND PRIX BELLEVUE LLC
GRAND PRIX BOTHELL LLC
GRAND PRIX LYNNWOOD LLC
GRAND PRIX TUKWILA LLC
GRAND PRIX FIXED LESSEE LLC, each
a Delaware limited liability company

Name:
Title: V f'
[Signature page to FMC- Innkeepers DIP- Second Amendment to Credit Agreement]
TRANCHE B BORROWERS:
KPA RIMY LLC,
a Delaware limited liability company

Name: il/lc.rJ<. '1
Title: \/f
GRAND PRIX RIMY LESSEE LLC,
a Delaware limited liability company
By
Name: yt/larJ,<:.. A. Y
Title: Vf'
TRANCHE C BORROWERS:
KP A TYSONS CORNER RI LLC,
a Delaware limited liabi ity company
By:
Name:
Title:
GRAND PRIX GENERAL LESSEE LLC,
a Delaware limited liability company

Title: Vf
[Signature page to FMC -Innkeepers DIP- Second Amendrnent to Credit Agreement]
Af:KNOWUO)(;ED:
FIVE MlU<: CAPITAL U POOLING
iN'flW.NATlONAL LU:, n Dcloware limited
liabilily company, as Administrative Agent
By: Five Mile Capital Pmtners LLC,
a Delaware limited liability company,
its Manager
FlVE !VHLE CAPITAL JJ FOOUNG
fN'nW.NATtONAl., LLC, n Uclnwaru limitud
I iahility company., a<: Lend I) I P Lcuckr
Uy: Five; Mile Capital Pa1tners LLC, a
Delawnrc. limited linhility compuny,. its
Manager
rsignuturc: pHgc lo FMC IJII' Amcndtnettl h> Credit i\grccmenl]
Tranche A Borrowers
(each a Delaware limited liability company)
1. Grand Prix Ft. Lauderdale LLC
2. Grflncl Prix Addison (RI) LLC
3. Grand Prix Altamonte LLC
4. Grand Prix Arlington LLC
5. Grand Prix Atlanta LLC
6. Grand Prix Atlanta (Peachtree Corners) LLC
7. Grand Prix Bellevue LLC
8. Grand Prix Binghamton LLC
9. Grand Prix Bothell LLC
I 0. Grand Prix Campbell/San Jose LLC
11. Grand Prix Cherry Hill LLC
12. Grand Prix Chicago LLC
13. Grand Prix Denver LLC
14. Grand Prix Englewood/Denver South LLC
15. Grand Prix Fremont LLC
16. Grand Prix Gaithersburg LLC
17. Grand Prix Lexington LLC
18. Grand Prix Livonia LLC
19. Grand Prix Louisville (RI) LLC
20. Grand Prix Ly1mwood LLC
21. Grand Prix Mountain View LLC
22. Grand Prix Portland LLC
23. Grand Prix Riclm1ond LLC
24. Grand Prix Richmond (Northwest) LLC
25. Grand Prix Saddle River LLC
26. Grand Prix San Jose LLC
27. Grand Prix San Mateo LLC
28. Grand Prix Shelton LLC
29. Grand Prix Sili I LLC
3 0. Grand Prix S iii II LLC
31. Grand Prix Tukwila LLC
32. Grand Prix Windsor LLC
33. Grand Prix Horsham LLC
34. Grand Prix Columbia LLC
35. Grand Prix Germantown LLC
36. Grand Prix Islandia LLC
37. Grand Prix Lombard LLC
38. Grand Prix Naples LLC
39. Grand Prix Schaumberg LLC
40. Grand Prix Westchester LLC
41, Grand Prix Willow Grove LLC
42. Grand Prix Belmont LLC
43. Grand Prix El Segundo LLC
44. Grand Prix Las Colinas LLC
45. Grand Prix Mt. Laurel LLC
46. Grand Prix Fixed Lessee LLC [Operating Lessee]
SCHEDULE I
SCHEDULE li
Tranche B Borrowers
(each a Delaware limited liability company)
I. KPARIMVLLC
2. Grand Prix RIMY Lessee LLC [Operating Lessee]
SCHEDULE III
'J.'rancl1e C Borrowers
(each a Delaware limited liability company)
1. KP A Tysons Corner RI LLC
2. Grand Prix General Lessee LLC [Operating Lessee]