DEWEY & LEBOEUF LLP 1301 Avenue of the Americas New York, New York 10019 Telephone: (212)

259.8000 Facsimile: (212) 259.6333 Martin J. Bienenstock, Esq. Irena M. Goldstein, Esq. Timothy Q. Karcher, Esq. Attorneys for Ad Hoc Committee of Preferred Shareholders UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------------In re: INNKEEPERS USA TRUST, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

--------------------------------------------------------------------SUPPLEMENTAL VERIFIED STATEMENT OF AD HOC COMMITTEE OF PREFERRED SHAREHOLDERS PURSUANT TO BANKRUPTCY RULE 2019(a) AND REQUEST FOR NOTICE FROM COURT AND UNITED STATES TRUSTEE OF ANY USE OF FACTS SET FORTH HEREIN The Ad Hoc Committee of Preferred Shareholders (the Ad Hoc Committee)1 in the above-captioned chapter 11 cases of Innkeepers USA Trust (Innkeepers) and certain of its affiliates (collectively, the Debtors), submits this supplemental verified statement pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy Procedure, subject to its reservation of rights that Bankruptcy Rule 2019 does not apply to the Ad Hoc Committee because the Ad Hoc Committee has no ownership or control over the voting or positions of any of its members and consists solely for the efficiency of retaining one set of professionals, and states as follows:2
The following holders of approximately 27.0% of Innkeepers 8.0% Series C Cumulative Preferred Shares comprise the Ad Hoc Committee: Brencourt Advisors, LLC (Brencourt); Esopus Creek Advisors, LLC (Esopus Creek); Plainfield Special Situations Master Fund II Limited (Plainfield); Morgens, Waterfall, Vintiadis & Co., Inc. (Morgens Waterfall); and P. Schoenfeld Asset Management LP, for and on behalf of certain funds and entities for which it serves as the Investment Advisor, (PSAM). Dewey & LeBoeuf LLP reserves the right to revise and supplement this supplemental statement as necessary. The Ad Hoc Committee submits that Bankruptcy Rule 2019 does not apply to it. See In re Premier International Holdings, Inc. et al., 423 B.R. 58 (Bankr. D. Del. 2010). Nevertheless, one bankruptcy judge in this district has
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1.

On August 16, 2010, the Ad Hoc Committee filed a verified statement pursuant to

Bankruptcy Rule 2019(a) with this Court (the Verified Statement) [Docket No. 205]. The Ad Hoc Committee hereby supplements the Verified Statement as follows: 2. Names and Addresses of New Ad Hoc Committee Members. The following new

members have joined the Ad Hoc Committee: (i) Phoenix Partners, L.P. and Phaeton International (BVI), Ltd., c/o Morgens Waterfall, 600 Fifth Avenue, New York, New York 10020; and (ii) Xavex Risk Arbitrage 5 Fund; HFR Ed Global Master Trust Ltd; Lyxor / PSAM WorldArb Fund Ltd.; PSAM Texas Master Fund Ltd.; Spartan Partners L.P.; PSAM WorldArb Master Fund Ltd.; Wilshire Institutional Master Fund SPC; and Institutional Benchmarks Master Trust Fund Ltd., c/o PSAM, 1350 Avenue of the Americas, 21st Floor, New York, New York 10019. 3. Nature and Amount of Shares and Time of Acquisition Thereof. At the hearing

on September 30, 2010, the Court advised the Ad Hoc Committee that it desired disclosure of the Ad Hoc Committee members purchases prepetition and postpetition. Members of the Ad Hoc Committee have individually acquired Innkeepers 8.0% Series C Cumulative Preferred Shares (the Preferred Shares) before and after commencement of these chapter 11 cases: (i) Brencourt owns approximately 4.0% of the Preferred Shares3 and purchased 100.0% of its Preferred Shares on or after July 19, 2010 (the Petition Date); (ii) Esopus Creek owns approximately 9.0% of the Preferred Shares and purchased 40.0% of its Preferred Shares before the Petition Date and 60.0% after; (iii) Plainfield owns approximately 9.0% of the Preferred Shares and purchased 100.0% of its Preferred Shares after the Petition Date; (iv) Morgens Waterfall owns approximately 4.0% of the Preferred Shares and purchased 100.0% of its Preferred Shares after
published an opinion that does apply Rule 2019 to ad hoc committees. See In re Northwest Airlines Corp., et al., 363 B.R. 701 (Bankr. S.D.N.Y. 2007).
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Since the filing of the Verified Statement, Brencourt sold 50,000 Preferred Shares on September 28, 2010.

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the Petition Date; and (v) PSAM owns approximately 0.8% of the Preferred Shares and purchased 100.0% of its Preferred Shares after the Petition Date. 4. Request for Notice from Court and United States Trustee. The Ad Hoc

Committee submits that postpetition purchases of securities issued by the Debtors have equal rights in all respects to securities purchased prepetition. If postpetition purchases were to have any lesser rights, than securities purchased prepetition would all have diminished value because the postpetition buyer could only pay what the securities would be worth to it postpetition. The Ad Hoc Committee requests that if the Court or the United States trustee determines the fact of a postpetition purchase relevant or material to any ruling in these chapter 11 cases, that the Court or United States trustee, as the case may be, should advise the Ad Hoc Committee of such determination in time for the Ad Hoc Committee to have a fair opportunity to litigate the relevance and materiality of such fact. Dated: November 9, 2010 New York, NY Respectfully Submitted, /s/ Martin J. Bienenstock Martin J. Bienenstock, Esq. Irena M. Goldstein, Esq. Timothy Q. Karcher, Esq. Telephone: (212) 259.8000 Facsimile: (212) 259-6333 Attorneys for Ad Hoc Committee of Preferred Shareholders

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