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 SUPPLEMENT TO DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE1 PLEASE TAKE NOTICE that the documents attached hereto supplement the filed Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket

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.

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No. 1445] (the Plan).2 The documents contained in the Plan Supplement are part of the Plan and integral to the implementation of the Plan (the Plan Supplement), and, if the Plan is approved, shall be approved in the order confirming the Plan. The Debtors reserve the right to alter, amend, modify or supplement any document in this Plan Supplement. Addendum to Exhibit C - Amendment to Anaheim Hotel Commitment Letter PLEASE TAKE FURTHER NOTICE that the Plan Supplement may be viewed for free at the website of the Debtors Notice and Claims Agent, Omni Management Group, LLC (Omni) at http://www.omnimgt.com/innkeepers or for a fee on the Courts website at www.nysb.uscourt.gov. To access documents on the Bankruptcy Courts website, you will need a PACER password and login, which can be obtained at http://www.pacer/psc/uscourt.gov. To obtain hard copies of the Plan Supplement, please contact Omni at (866) 989-6147 or by email at Innkeepers@omnimgt.com. PLEASE TAKE FURTHER NOTICE that a hearing to consider confirmation of the Plan (the Confirmation Hearing) shall be held on June 23, 2011 at 2:00 p.m. prevailing Eastern Time before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Room 610 of the United States bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. The Confirmation Hearing may be continued from time to time without further notice other than the announcement by the Debtors in open court of the adjourned date(s) at the Confirmation Hearing or any continued hearing.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2
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New York, New York Dated: June 22, 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

3
K&E 19239057

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

SUPPLEMENT TO DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE3

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.

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ADDENDUM TO EXHIBIT C Amendment to Anaheim Hotel Commitment Letter

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LEHMAN BROTHERS HOLDINGS INC. 1271 Avenue of the Americas, 38th Floor New York, New York 10020

As of June ~011

CWCapital Asset Management LLC 7501 Wisconsin Avenue, Suite 500 West Bethesda, Maryland 20814
Amendment to the Commitment Letter Regarding the Restructuring of the Hilton Suites in Anaheim, California

Lehman Brothers Holdings Inc. ("Lehman"), as lender of record for that certain mezzanine loan in the original principal amount of $21,300,000.00 (the "Anaheim Mezzanine Loan"), evidenced by among other things a mezzanine loan agreement dated as of June 29, 2007 (as amended, the "Anaheim Mezzanine Loan Agreement"), and CWCapital Asset Management LLC, as special servicer (solely in such capacity and on behalf of the Series 2005-C5 trust, "CW") for Wells Fargo Bank, N .A., as trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5 (the "Trustee" for the "Trust," respectively), holder of that certain mortgage loan in the original principal amount of $13.7 million (the "Anaheim Mortgage Loan"), evidenced by among other things a loan agreement dated as of June 14, 2005 (as amended, the "Anaheim Mortgage Loan Agreement"), hereby amend (this "Amendment") that certain Commitment Letter Regarding the Restructuring of the Hilton Suites in Anaheim, California, dated as of May 10, 2011, by and between Lehman and CW (together with the term sheet ("Term Sheet") attached thereto, the "Letter"). Each capitalized term not otherwise defined herein shall have the respective meaning assigned to it in the Letter. The undersigned parties hereto are collectively referred to as "Parties," and each a "Party." The Letter is hereby amended as follows: The section in the Term Sheet titled "Effective Date of the Anaheim Plan" is hereby amended and restated to read as follows: Unless otherwise agreed by Lehman and CW in writing, which agreement shall not be unreasonably delayed, conditioned, or withheld, the effective date of the Anaheim Plan shall occur no later than July 25, 2011 (the "Effective Date"). The fifth bullet point in the section in the Term Sheet titled "Termination Events" 1s hereby amended and restated to read as follows:

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The Lehman Due Diligence is not completed before July 5, 2011 or if the Lehman Due Diligence is not acceptable to Lehman in Lehman's sole and absolute discretion; or All references in the Letter to the "Letter" shall mean the Letter as amended by this Amendment. It is expressly acknowledged and agreed by the Parties hereto that all of the terms and provisions of the Letter, as amended by this Amendment, shall remain binding and in full force and effect, and all of the terms and provisions of the Letter, as amended by this Amendment, are hereby ratified and reaffirmed.

[Remainder ofpage intentionallY lift blank; signature pages follow]

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By signing below, each Party acknowledges its agreement to the foregoing.

Very truly yours,

LEHMAN BROTHERS HOLDINGS INC.,

a Delaware corporation, as Debtor and Debtor in Possession in its Chapter 11 case in the United States Bankruptcy Court for the Southern District of New York, Case No. 08-1355S(JMP) (as lender of record for the Anaheim Mezzanine Loan)

By: ___,~--~---+---------- Name: effrey Fitts Title: Aut orized Signatory

Accepted and agreed to as of the first date written above:

CWCAPITAL ASSET MANAGEMENT LLC

(as special servicer for Wells Fargo Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CS )

By: _________________________ Name: Title:

Signature Page to the Amendment to the Anaheim Commitment Letter

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By signing below, each Party acknowledges its agreement to the foregoing.

Very truly yours,

LEHMAN BROTHERS HOLDINGS INC.,

a Delaware corporation, as Debtor and Debtor in Possession in its Chapter 11 case in the United States Bankruptcy Court for the Southern District of New York, Case No. 08-13555(JMP) (as lender of record for the Anaheim Mezzanine Loan) By: ________________________ Name: Title:

Accepted and agreed to as of the first date written above:

CWCAPITAL ASSET MANAGEMENT LLC

(as special servicer for Wells Fargo Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CS )

Title:

~~D~
Vice President
Signature Page to the Amendment to the Anaheim Commitment Letter

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