UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re: INNKEEPERS USA TRUST, et al.,

Debtors.

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Chapter 11 Case No. 10-13800(SCC)

Jointly Administered

STAFFING REPORT BY AP SERVICES, LLC FOR THE PERIOD DECEMBER 1, 2010 THROUGH DECEMBER 31, 2010 In connection with this Courts Order Authorizing the Debtors to Employ AP Services, LLC and Designating Nathan Cook as Chief Financial Officer Nunc Pro Tunc to the Commencement Date, entered August 12, 2009 [Docket No. 192] (the Retention Order), AP Services, LLC (APS) hereby files its staffing report for the period of December 1, 2010 through December 31, 2010 (the Staffing Period), and in support of such report respectfully represents: 1. Pursuant to the terms of the Retention Order, the Debtors motion seeking entry of

same (as filed with this Court on July 19, 2010 at Docket No. 22, the Retention Motion), and the Engagement Letter, as defined in the Retention Motion, APS was retained by the above captioned debtors and debtors in possession (collectively, the Debtors) in the above-captioned chapter 11 cases (collectively, the Chapter 11 Cases), as crisis managers for the Debtors and Nathan Cook was retained to serve as the Debtors Chief Financial Officer. The functions filled by Mr. Cook and other APS personnel (collectively, the Temporary Staff) encompass a wide range of activities related to the Chapter 11 Cases which include, without limitation, leading the Companys financial and treasury functions, preparing and monitoring financial reporting (including reporting required by the Bankruptcy Court), assisting with the management of and

communications with creditors, creditors advisors and other external parties in interest, and providing testimony before the Bankruptcy Court as required. 2. The Retention Order requires APS to file monthly staffing reports with the Court

with copies to the United States Trustee and all official committees. The staffing report must include the names of the individuals assigned1 to be members of the Temporary Staff. All staffing is subject to review by the Court in the event an objection is filed. 3.
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The attached Exhibit A includes a list of all of the members of the Temporary

Staff that provided services to the Debtors during this Staffing Period, along with their corresponding function descriptions and APS billing rates.

Dated: February 4, 2011

AP SERVICES, LLC By: /s/ Nathan Cook_____ Nathan Cook Authorized Representative AP Services, LLC 2000 Town Center, Suite 2400 Southfield, MI 48075

Under the terms of the Retention Motion and Engagement Letter, APS may assign additional individuals to be members of the

Temporary Staff by updating the list of members of the Temporary Staff set forth in APS monthly staffing reports; see foot notes within Exhibit A. Based on the needs of the Debtors, members of the Temporary Staff may work less than full time on their assignments. Depending on workload, schedules or specific assignments during a monthly billing cycle, it is possible that some members of the Temporary Staff may not require any billable hours for that period and, in such cases would be omitted from that periods Exhibit A.

APS may determine, from time to time, to augment its professional staff with independent contractors (each an Independent

Contractor) Chapter 11 Cases. APS standard practice is to charge for an Independent Contractors services at the rate equal to the compensation provided by APS to such Independent Contractor. APS did not bill for Independent Contractors during this Staffing Period.

Exhibit A AP Services, LLC Staffing Report of Temporary Staff and Functions Innkeepers U.S.A. Trust, et al. December 1, 2010 through December 31, 2010

Temporary Staff Employees -- Officer Positions Name Nathan Cook Description of Function Chief Financial Officer Temporary Staff Employees Name Todd Brents Adam Sanderson Kurt Beckman Raymond J Adams Description of Function Bankruptcy Administration Preference Analysis Cash Management and Reporting Bankruptcy Administration and PIP Program Management $ $ $ $ $ Hourly Rate 760.00 620.00 620.00 580.00 270.00 Monthly Rate $ 100,000.00

Krishnan Ramachandran Bankruptcy Administration