James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L.

Marines 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. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) Todd M. Schwartz (admitted pro hac vice) 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 al., 1 Debtors.

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

_______________________________ )

DEBTORS' MOTION FOR AUTHORITY TO FILE UNDER SEAL EXHIBIT TO STIPULATION BETWEEN INNKEEPERS USA TRUST AND MARRIOTT INTERNATIONAL, INC. AND ORDER APPROVING SETTLEMENT OF MARRIOTT'S MOTION FOR LIMITED MODIFICATION OF THE AUTOMATIC STAY AND DEBTORS' MOTION TO ASSUME THE TROY CENTRAL FRANCHISE AGREEMENT
The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor's federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Comers) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell I San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand (continued on next page)

K&E 17574875

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession
~

..

(collectively, the "Debtors"), file this motion (this "Motion") for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to file under seal Exhibit A (the "Sealed Exhibit") to Stipulation Between Innkeepers USA Trust and Marriott International, Inc. and Order Approving Settlement of Marriott's Motion for Limited Modification of the Automatic Stay and Debtors' Motion to Assume the Troy Central Franchise Agreement (the "Stipulation and Order") and (b) directing that the Sealed Exhibit shall remain under seal and not be made available to anyone without the consent of the Debtors and Marriott International, Inc. ("Marriott") or further order of the Court. In support of this Motion, the Debtors respectfully state as follows:
Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood I Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix; Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Comer RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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.

2
K&E 17574875

Jurisdiction

1.

The United States Bankruptcy Court for the Southern District of New York

(the "Court") has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This matter is a core proceeding within the meaning of28 U.S.C. 157(b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105 and 107 (b) of

title 11 ofthe United States Code (the "Bankruptcy Code") and Rule 9018 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules").
Background

4.

On July 29, 2010 (the "Petition Date"), each of the Debtors filed a petition with

the Court under chapter 11 of the Bankruptcy Code (collectively, the "Chapter 11 Cases"). The Chapter 11 Cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors are operating their business and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 ofthe Bankruptcy Code. No request for the appointment of a trustee has been made in the Chapter 11 Cases. 5. On July 28, 2010, the United States Trustee for the Southern District ofNew York

appointed an official committee of unsecured creditors (the "Creditors Committee"). 6. Additional information regarding the Debtors' business, capital structure, and the

circumstances leading to these Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings [Docket No. 33].

3
K&E 17574875

7.

Concurrent with this Motion, the Debtors filed the Stipulation and Order and the The Sealed Exhibit is a Settlement Agreement between the Debtors and

Sealed Exhibit. Marriott. 8.

The Sealed Exhibit contains sensitive information pertaining to the Debtors' and

Marriott's business, including information regarding their confidential franchise relationship. Relief Requested 9. By this Motion, the Debtors request entry of an order (a) authorizing the Debtors

to file the Sealed Exhibit under seal pursuant to section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 and (b) directing that the Sealed Exhibit shall remain under seal and not be made available to anyone without the consent of the Debtors and Marriott or further order of the Court. Basis For Relief 10. Section 105(a) of the Bankruptcy Code codifies the inherent equitable powers of

the bankruptcy court and empowers the bankruptcy court to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title." 11 U.S.C. 105(a). Section 107(b) of the Bankruptcy Code provides courts with the power to issue orders that will protect entities from potential harm that may result from the disclosure of certain confidential information. 11 U.S.C. 107(b). This section provides in relevant part:
/;

On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcy court may(1) protect an entity with respect to a trade secret or confidential research, development, or commercial information; ....

Id
11. Further, Bankruptcy Rule 9018 defines the procedures by which a party may Specifically, Bankruptcy

move for relief under section 107(b) of the Bankruptcy Code.

4
K&E 17574875

Rule 9018 provides, in relevant part, that on motion "the court may make any order which justice requires . to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information .... " See Fed. R. Bankr. P. 9018. Once a court determines that a party in interest is seeking protection of information that falls within one of the categories enumerated in section 107(b), the court "is required to protect a requesting interested party and has no discretion to deny the application." See Video Software Dealers
Ass'n v. Orion Pictures Corp. (In re Orion Pictures Corp.), 21 F.3d 24,27 (2d Cir. 1994).

12.

Notably, commercial information need not rise to the level of a trade secret to be
Id. at 28.

protected under section 107(b) of the Bankruptcy Code.

Rather commercial

information refers to information that would enable competitors of the debtor to gain an unfair advantage against it. Id.; In re Global Crossing, 295 B.R. 720, 725 (Bankr. S.D.N.Y. 2003) (stating that the purpose of Bankruptcy Rule 9018 is to "protect business entities from disclosure of information that could reasonably be expected to cause the entity commercial injury."). 13. Additionally, the Sealed Exhibit contains "Highly Confidential Material" as Public dissemination of this

defined in the Stipulated Protective Order [Docket No. 203].

information would be detrimental and prejudicial to the Debtors and Marriott, including by allowing competitors to be able to gain an unfair advantage overMarriott.
Motion Practice

14.

This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Debtors submit that this Motion satisfies Rule 9013-1(a) of the Local Bankruptcy Rules for the Southern District of New York.

. 5
K&E 17574875

No Prior Request

15.
court.

No prior motion for the relief requested herein has been made to this or any other

6
K&E 17574875

WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other and further relief as is just and proper.
.i

...

New York, New York Dated: August 25,2010

Is/ Paul M Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 60 1 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900

and Anup Sathy, P.C. Marc J. Carmel KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

K&E 17574875

Exhibit A

K&E 17574875

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) ) ) ) ) )

In re: INNKEEPERS USA TRUST, et a/., 1 Debtors.

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

________________ )

ORDER GRANTING DEBTORS' MOTION FOR AUTHORITY TO FILE UNDER SEAL EXHIBIT TO STIPULATION BETWEEN INNKEEPERS USA TRUST AND MARRIOTT INTERNATIONAL, INC. AND ORDER APPROVING SETTLEMENT OF MARRIOTT'S MOTION FOR LIMITED MODIFICATION OF THE AUTOMATIC STAY AND DEBTORS' MOTION TO ASSUME THE TROY CENTRAL FRANCHISE AGREEMENT

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor's federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Comers) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell I San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood I Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Comer Rl, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP (continued on next page)

1
K&E 17574875

Upon consideration of the motion (the "Motion")3 of Innkeepers USA Trust and certain of its affiliate as debtors and debtors in possession (the "Debtors") for entry of an order (a) authorizing the Debtors to file under seal Exhibit A (the "Sealed Exhibit") to Stipulation Between Innkeepers USA Trust and Marriott International, Inc. and Order Approving Settlement of Marriott's Motion for Limited Modification of the Automatic Stay and Debtors' Motion to Assume the Troy Central Franchise Agreement (the "Stipulation and Order") and (b) directing that the Sealed Exhibit shall remain under seal and not be made available to anyone without the consent of the Debtors and Marriott or further order of the Court; and it appearing that pursuant to Fed. R. Bankr. P. 9018, no notice of the relief requested in the Motion need be provided; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings hade before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is granted to the extent provided herein. Pursuant to 11 U.S.C. 107(b) and Fed. R. Bankr. P. 9018, the Debtors are

authorized to file the Sealed Exhibit under seal and the Sealed Exhibit shall not be made available to any party without the consent of the Debtors and Marriott or by further order of the Court. 3. The Sealed Exhibit (and any information derived from the Sealed Exhibit) shall

remain confidential, be filed under seal, and shall be served on and made available only to (a) the United States Trustee for the Southern District of New York, (b) counsel to the Creditors

Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). 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.
3

All capitalized terms used but otherwise not defmed herein shall have the meanings set forth in the Motion.

2
K&E 17574875

Committee, (c) those parties listed in paragraph 9(a)(i)-(ix) to the Stipulated Protective Order; (d) counsel to the Ad Hoc Committee of Preferred Shareholders; and (e) such other parties as ordered by this Court or as agreed to in writing by the Debtors. 4. Except as otherwise agreed to by the Debtors, any pleadings filed by a third party

in these Chapter 11 Cases that reference or disclose any of the information contained in the Sealed Exhibit shall be filed under seal and served only on those parties authorized to receive the Sealed Exhibit as provided for in paragraph 3 of this Order and the Debtors and Marriott. 5. The requirement pursuant to Rule 9013-l(b) of the Local Bankruptcy Rules for

the Southern District of New York that the Debtors file a memorandum of law in support of the Application is hereby waived. 6. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 7. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 8. The Court retains jurisdiction to enforce this Order and the confidentiality of the

Sealed Exhibit and the sensitive information contained therein, including the authority to impose sanctions on any person or entity that violates this Order. Dated: , 2010 New York, New York

United States Bankruptcy Judge

3
K&E 17574875