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. --------------------------------------------------------------------VERIFIED STATEMENT OF AD HOC COMMITTEE OF PREFERRED SHAREHOLDES PURSUANT TO BANKRUPTCY RULE 2019(a) The Ad Hoc Committee of Preferred Shareholders (the Ad Hoc Committee) in the above-captioned chapter 11 cases of Innkeepers USA Trust (Innkeepers) and certain of its affiliates (collectively, the Debtors), submits this verified statement pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy Procedure and states as follows:1 1. The Ad Hoc Committee (a) only represents its individual members listed below ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

and does not act as a fiduciary or otherwise on behalf of any other holders of claims or interests in the Debtors estates, (b) does not own or control any claims or interests as a committee; rather

Dewey & LeBoeuf LLP reserves the right to revise and supplement this 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 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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each member owns and controls its own shares, (c) has no power to vote any claims or interests held by its members, and (d) exists solely as an efficient mechanism to enable its members to minimize expenses of vindicating their rights in these cases by sharing professionals on issues where each member takes the same position. 2. Names and Addresses of Ad Hoc Committee Members. The Ad Hoc Committee

is comprised of the following members: (i) Brencourt Credit Opportunities Master, Ltd., c/o Brencourt Advisors, LLC, 600 Lexington Avenue, 8th Floor, New York, New York 10022; (ii) Esopus Creek Value LP, c/o Esopus Creek Advisors LLC, 150 JFK Parkway, Suite 100, Short Hills, New Jersey 07078; and (iii) Plainfield Special Situations Master Fund II Limited, c/o Plainfield Asset Management LLC, 333 Ludlow Street, 30th Floor, Stamford, Connecticut 06902. 3. Nature and Amount of Shares and Time of Acquisition Thereof. 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 Credit Opportunities Master, Ltd. owns approximately 6.0% of the Preferred Shares, (ii) Esopus Creek Value, LP owns approximately 9.0% of the Preferred Shares; and Plainfield Special Situations Master Fund II Limited owns approximately 9.0% of the Preferred Shares. 4. Pertinent Facts and Circumstances in Connection with the Employment of D&L.

The individual members of the Ad Hoc Committee engaged Dewey & LeBoeuf LLP on or about

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July 28, 2010 to serve as its attorneys in respect of issues in these cases on which each member takes the same position. Dated: August 16, 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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