MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, New York 10104 Telephone: (212)

468-8000 Facsimile: (212) 468-7900 Brett H. Miller Lorenzo Marinuzzi Jordan A. Wishnew Attorneys for the Official Committee of Unsecured Creditors of Innkeepers USA Trust, et al. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Innkeepers USA Trust, et al., Debtors. ) ) ) ) ) ) ) Chapter 11 10-13800 (SCC) Jointly Administered

SECOND SUPPLEMENTAL AFFIDAVIT OF BRETT H. MILLER IN SUPPORT OF APPLICATION FOR ENTRY OF AN ORDER PURSUANT TO SECTIONS 327(a) AND 1103 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING THE RETENTION AND EMPLOYMENT OF MORRISON & FOERSTER LLP AS ATTORNEYS TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JULY 28, 2010 STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss.: )

I, Brett H. Miller, being duly sworn, state the following under penalty of perjury. 1. I am a partner in the law firm of Morrison & Foerster LLP (Morrison &

Foerster or the Firm). The Firm maintains offices for the practice of law, among other locations in the United States and worldwide, at 1290 Avenue of the Americas, New York, New York 10104. I am an attorney duly admitted and in good standing to practice before the Court of the State of New York, the United States District Courts for the Southern and Eastern Districts of New York and the United States Courts of Appeal for the Second and Third Circuits.

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2.

On August 16, 2010, the Official Committee of Unsecured Creditors (the

Committee) of Innkeepers USA Trust and certain of its direct and indirect subsidiaries in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors) filed the Application to Employ Morrison & Foerster LLP as Attorneys to the Official Committee of Unsecured Creditors / Application Pursuant to Sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for Entry of an Order Authorizing the Retention and Employment of Morrison & Foerster LLP as Attorneys to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 28, 2010 [Docket. No. 206] (the Application) and the Affidavit of Brett H. Miller in Support of Application for Entry of an Order Pursuant to Sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 Authorizing the Retention and Employment of Morrison & Foerster LLP as Attorneys to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 28, 2010 [Docket No. 206] (the Initial Affidavit). 3. On September 1, 2010, the Court entered the Order Authorizing the Retention and

Employment of Morrison & Foerster LLP as Attorneys to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 28, 2010 [Docket No. 376] (the Order). 4. On October 12, 2010, the Committee filed the Supplemental Affidavit of Brett H.

Miller in Support of Application Pursuant to Sections 327(a) and 1103 of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 for Entry of an Order Authorizing the Retention and Employment of Morrison & Foerster LLP as Attorneys to the Official Committee of Unsecured Creditors Nunc Pro Tunc to July 28, 2010 [Docket No. 566] (the Supplemental Affidavit). 5. I am familiar with the Initial Affidavit and the Supplemental Affidavit. I submit

this Second Supplemental Affidavit (the Second Supplemental Affidavit) in connection with

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the Application and the Order to provide additional disclosures in accordance with sections 327(a) and 1103 of title 11, United States Code, as amended (the Bankruptcy Code), Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rules 2014-1 and 2016-1 of the Local Rules for the United States Bankruptcy Court for the Southern District of New York. Except as otherwise indicated, the facts set forth in this Second Supplemental Affidavit are personally known to me and, if called as a witness, I could and would testify thereto. Updated Billing Rates 6. Morrison & Foersters hourly rates are set at a level designed to fairly compensate

the Firm for the work of its attorneys and paraprofessionals and to cover fixed and routine overhead expenses. These hourly rates are subject to periodic adjustment to reflect economic and other conditions and are consistent with the rates charged elsewhere. I stated in the Initial Affidavit that Morrison & Foerster would provide the Bankruptcy Court and the Office of the United States Trustee with written notice of such new hourly rates periodically during the pendency of these Chapter 11 cases. Consistent with these statements, attached hereto as Exhibit A is a summary of the increases in the hourly rates of Morrison & Foersters attorneys and legal staff who are likely to perform significant services in the above-captioned cases, effective as of January 1, 2011. In addition, attached hereto as Exhibit B is a summary of the increases in Morrison & Foersters hourly billing rates by category, effective January 1, 2011.

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Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct. Dated: February 10, 2011 /s/ Brett H. Miller Brett H. Miller

Sworn to before me on this 10th day of February 2011

/s/ Laura Guido Notary Public LAURA GUIDO Notary Public, State of New York No. 01GU6152891 Qualified in New York County Commission Expires September 25, 2014

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EXHIBIT A INNKEEPERS USA TRUST, ET AL. SUMMARY OF HOURLY BILLING RATES BY NAME 2010 Billing Rate $900 $875 $850 $750 $745 $650 $625 $590 $490 $430 $370 $370 $370 $250 $230 $245 $245 $245 $195 $185 $180 2011 Billing Rate $950 $925 $850 $795 $785 $660 $660 $640 $550 $500 $430 $430 $380 $270 $260 $250 $250 $250 $225 $215 $180

Name Larren M. Nashelsky Brett H. Miller Mark S. Edelstein Lorenzo Marinuzzi Stefan W. Engelhardt Paul A. Galante Jordan A. Wishnew Leah A. Ramos Erica J. Richards Stacy L. Molison Luke T. Bagley Jinyoung Choi Stephen P. Koshgerian John T. Kline Laura Guido David Chan Vadim Bergelson Thuan H. Nguyen Douglas Keeton Kyle S. Weatherholtz Joshua Aaron Roy

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EXHIBIT B INNKEEPERS USA TRUST, ET AL. SUMMARY OF HOURLY BILLING RATES BY CATEGORY

Billing Category Partners Of Counsel Associates Paraprofessionals

Range Effective January 1, 2010 $625-$1025 $475-$950 $325-$650 $165-$290

Range Effective January 1, 2011 $635-$1075 $475-$950 $335-$660 $180-$310

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