James H.M. Sprayregen, P.C.

Paul M. Basta
Stephen E. Hessler
Brian S. Lennon
KIRKLAND & ELLIS LLP
601 Lexington A venue
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 at./
Debtors.
)
) Chapter 11
)
) Case No. 10-13800 (SCC)
)
) Jointly Administered
________________________________ )
NOTICE OF AMENDMENT TO DIP CREDIT AGREEMENT
WITH SOLAR FINANCE INC., AN AFFILIATE OF LEHMAN ALI INC.
The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtor's 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 19833138
PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession
(collectively, the "Debtors") hereby file the First Amendment to Senior Secured Super Priority
Debtor-in-Possession Loan Agreement and Other Loan Documents, dated and made effective as
of September 12, 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 amended that certain debtor-in-possession
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 12, 2011 to September 19, 2011.
PLEASE TAKE FURTHER NOTICE that copies ofthe 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 Court's
website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth
therein.
2
K&E 19833138
New York, New York
Dated: September 14, 2011
K&E 19833138
Is/ Brian S. Lennon
James H.M. Sprayregen, P.C.
Paul M. Basta
Stephen E. Hessler
Brian S. Lennon
KIRKLAND & ELLIS LLP
601 Lexington A venue
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
Solar DIP Amendment
FIRST AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-IN-
POSSESSION LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
16692659.6
Dated and made effective as of September 12, 2011
between
EACH OF THE PERSONS IDENTIFIED ON SCHEDULE I HERETO,
as Borrower
and
SOLAR FINANCE INC.,
as Lender
FIRST AMENDMENT TO SENIOR SECURED SUPER PRIORITY DEBTOR-IN-
POSSESSION LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
THIS FIRST 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 12th 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 c/o Innkeepers USA, 340 Royal
Poinciana Way, Suite 306, Pahn Beach, Florida 33480 ("Borrower") and SOLAR FINANCE
INC., a Delaware corporation., having an address at 1271 Avenue 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 (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 defined 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
in connection with the preparation and execution of this Agreement, including, without
limitation, reasonable legal fees and expenses.
16692659.6 -2-
2. Amendments to the Original Loan Agreement/Modification to Defmed Terms. The
defmed 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 19,2011, 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
to flle 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.
16692659.6 -3-
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 reaffrrrns 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 confrrrns, 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
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.
16692659.6 -4-
13. Further Assurances. Borrower shall execute and deliver such further instruments and
perfonn such further acts. as may be reasonably requested by Lender from time to time to
confrrm 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.
16692659.6
(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 CONFLICI'S 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 WAN 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 JURISDICI'ION OF THE BANKRUPTCY
COURT AND IF THE BANKRUPTCY COURT DOES NOT HAVE (OR
ABSTAINS FROM) JURISDICI'ION, TO THE NONEXCLUSIVE GENERAL
JURISDICI'ION OF ANY COURTS OF THE STATE OF NEW YORK AND
THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH
OF MANHATIAN IN NEW YORK, NEW YORK, AND APPELLATE
COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY
OBJECI'ION WHICH IT MAY HAVE AT ANY TIME TO THE lAYING ON
VENUE OF ANY SUIT, ACI'ION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT, THE NOTE,
THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER WAN
DOCUMENTS BROUGHT IN ANY SUCH COURT, IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT, THE LOAN
-5-
AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS (IF ANY) OR
THE OTHER WAN DOCUMENTS WILL BE DEEMED TO PRECLUDE
LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH
RESPECT HERETO IN ANY OTHER JURISDICI'ION.
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.]
16692659.6 -6-
IN WI1NESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
BORROWER:
KPA/GP VALENCIA LLC
GRAND PRIX WEST PALM BEACH LLC
KPA/GP FT. WALTON BEACH LLC
GRAND PRIX FT. WAYNE LLC
GRAND PRIX INDIANAPOLIS LLC
KPA/GP LOUISVU.LE (HI) LLC
GRAND PRIX BULFINCH 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 MON1V ALE LLC
GRAND PRIX MORRISTOWN LLC
GRAND PRIX ALBANY LLC
GRAND PRIX ADDISON (SS) LLC
GRAND PRIX HARRISBURG LLC
GRAND PRIX ONTARIO LLC
each a Delaware limited liability company

Name: M Cll(O>I'Vl
Title: y f I
[Signatures continue on following page]
[Sipudme l'8ge to F"arst Ameadmartto DIP Loml]
16692659.6
LENDER:
SOLAR FINANCE INC.,
a Delaware corporation
Name:
Title:
KP NGP Valencia LLC
Grand Prix West Palm Beach LLC
Grand Prix Ft. Wayne LLC
Grand Prix Indianapolis LLC
KPNGP Louisville (Hn 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 HarrisblJI"g LLC
Grand Prix Ontario LLC
16692659.6
SCHEDULE I
BORROWER