United States Bankruptcy Court Southern District of New York

Hearing Date: May 24, 2011 at 11:00 a.m. (ET) Response Deadline: May 17, 2011 at 4:00 p.m.
(ET)
James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (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
NOTICE OF HEARING ON DEBTORS SEVENTH OMNIBUS OBJECTION TO CLAIMS (AMENDED AND REPLACED CLAIMS) PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced objection (the Objection) will be held, to the extent timely responses to the
The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. 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.
K&E 18830394.5
Objection are filed or a Hearing is otherwise deemed necessary, before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on May 24, 2011 at 11:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any responses to the Objection: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than May 17, 2011 at 4:00 p.m. prevailing Eastern Time by the entities on the Master Service List (as such term is defined in the Case Management Procedures), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. Only those responses that are timely filed, served, and received will be considered.
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.
New York, New York Dated: April 20, 2011
/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (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
Hearing Date: May 24, 2011 at 11:00 a.m. (ET) Response Deadline: May 17, 2011 at 4:00 p.m. (ET)
DEBTORS SEVENTH OMNIBUS OBJECTION TO CLAIMS (AMENDED AND REPLACED CLAIMS) THIS OBJECTION SEEKS TO DISALLOW AND EXPUNGE CERTAIN FILED PROOFS OF CLAIM. CLAIMANTS RECEIVING THIS
OBJECTION SHOULD LOCATE THEIR NAMES AND CLAIMS ON SCHEDULE 1 TO EXHIBIT A ATTACHED TO THIS OBJECTION
1
Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), object (this Objection) to certain amended and replaced proofs of Claim listed on Schedule 1 to Exhibit A attached hereto (the Amended and Superseded Claims) and seek entry of an order, substantially in the form attached hereto as Exhibit A, disallowing and expunging such Amended and Superseded Claims, pursuant to section 502(b) of title 11 of the United States Code (the Bankruptcy Code) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). In support of this Objection, the Debtors respectfully state as follows: Jurisdiction 1. 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 of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 105(a) and 502(b) of the
Bankruptcy Code and Bankruptcy Rule 3007. Relief Requested 4. By this Objection and pursuant to section 502 of the Bankruptcy Code and
Bankruptcy Rule 3007, the Debtors request that the Court enter an order disallowing and expunging the proofs of Claim identified on Schedule 1 that have been amended and replaced by another proof of Claim (the Superseding Claim). Background 5. On July 19, 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 of the Bankruptcy Code. No request for the appointment of a trustee has been made in the Chapter 11 Cases. On July 28, 2010, the United States Trustee for the Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 6. Additional information regarding the Debtors business, capital structure, and the
circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of Seventh Day Pleadings [Docket No. 33, as supplemented by Docket No. 516]. Claims Reconciliation Process 7. On or around September 1, 2010, the Debtors filed their statements of financial
affairs and schedules of assets and liabilities, current income and expenditures, and executory contracts and unexpired leases as required by section 521 of the Bankruptcy Code (collectively, the Schedules). 8. On September 16, 2010, the Court entered an order [Docket No. 440] establishing
certain dates and deadlines for filing proofs of claim in the Chapter 11 Cases. Specifically, among other things, the Court established: (a) October 29, 2010 (the General Bar Date), as the deadline for all persons and entities holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to the Petition Date (each, a Claim), including any claim arising under section 503(b)(9) of the Bankruptcy Code, to file proof of such Claim in writing; and (b) January 18, 2011, as the deadline for all
governmental units holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date to file proof of such Claim in writing. 9. To date, entities have filed nearly 2,000 proofs of claim against the Debtors on an
aggregate basis, pursuant to which such entities assert more than $6.75 billion in aggregate liabilities. Objection 10. A filed proof of claim is deemed allowed unless a party in interest objects thereto.
See 11 U.S.C. 502(a); see also id. 1111(a) (A proof of claim . . . is deemed filed under section 501 of this title for any claim . . . that appears in the schedules . . . except a claim . . . that is scheduled as disputed, contingent, or unliquidated.). If an objection refuting at least one of the claims essential allegations is asserted, the claimant has the burden to demonstrate validity of the claim. See, e.g., Sherman v. Novak (In re Reilly), 245 B.R. 768, 773 (2d Cir. BAP 2000); In re Rockefeller Ctr. Props., 272 B.R. 524, 539 (Bankr. S.D.N.Y. 2000); In re St. Johnsbury Trucking Co., 206 B.R. 318. 323 (Bankr. S.D.N.Y. 1997). 11. The Debtors object to ten Amended and Superseded Claims. Following a
thorough review of the Claims filed by the applicable Bar Date(s), the Debtors have determined that the Amended and Superseded Claims have been amended or replaced by subsequently filed proofs of Claim, as identified on Schedule 1. The Debtors object to each Amended and
Superseded Claim on the basis that to allow both Claims to remain in the Claims register would be duplicative and would lead to multiple recoveries on a single Claim. 12. For the reasons stated above, the Debtors object to the allowance of the Amended
and Superseded Claims and the Debtors respectfully request this Court enter an order disallowing and expunging the Amended and Superseded Claims such that only one proof of
each Claim remainsthe Superseding Claims reflecting the amended or replaced amount of the respective Claims. Motion Practice 13. This Objection 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 Objection. Accordingly, the Debtors submit that this Objection satisfies Rule 9013-1(a) of the Local Rules of Bankruptcy Procedure for the Southern District of New York. Reservation of Rights 14. This Objection is limited to the grounds stated herein. Accordingly, it is without
prejudice to the rights of the Debtors or any other party in interest to object to any of the Amended and Superseded Claims or any of the Superseding Claims on any ground whatsoever and the Debtors expressly reserve all further substantive and/or procedural objections they may have. Notice 15. The Debtors have provided notice of this Motion to the entities on the Master
Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The Debtors respectfully submit that no further notice is necessary.
WHEREFORE, the Debtors respectfully request that the Court grant the relief requested in the Objection and such other relief as the Court deems just and proper. New York, New York Dated: April 20, 2011 /s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. Marc J. Carmel (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
Exhibit A Proposed Order
ORDER GRANTING DEBTORS SEVENTH OMNIBUS OBJECTION TO CLAIMS (AMENDED AND REPLACED CLAIMS) Upon the Debtors Seventh Omnibus Objection to Claims (Amended and Replaced Claims) (the Objection)2 filed by Innkeepers USA Trust and certain of its affiliates, as debtors
1
and debtors in possession (collectively, the Debtors) requesting entry of an order disallowing and expunging the Amended and Superseded Claims listed on Schedule 1 attached hereto, pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); all as more fully described in the Objection; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Objection is granted to the extent set forth herein. The Amended and Superseded Claims listed on Schedule 1 attached hereto are
hereby disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 3. The Superseding Claims will remain on the Claims register, and such Claims are
neither allowed nor disallowed at this time, subject, however to any future objection on any basis. 4. The disallowance and expungement of the Amended and Superseded Claims does
not constitute any admission or finding with respect to any of the Superseding Claims. 5. Omni Management Group, LLC, the Debtors notice and claims agent, is hereby
authorized to update the Claims register to reflect the relief granted in this Order.
2
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Objection.
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 Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion. 9. This Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order. New York, New York Dated: _________________, 2011 Honorable Shelley C. Chapman United States Bankruptcy Judge
Schedule 1 Amended and Replaced Claims
Seventh Omnibus Objection
Schedule 1 Amended & Replaced Claims

Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00
In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered
Claim #
Unsecured $2,151.50
Total $2,151.50
Claim To Be Disallowed Filed On:
716
Creditor:
10/19/2010
AMERICAN MECHANICAL SERVICES OF MARYLAND, LLC ATTN: TODD A. BECK 13300 MID ATLANTIC BOULEVARD LAUREL, MD 20708
Remaining Claim Filed On:
1786 3/22/2011
Grand Prix General Lessee LLC
AMERICAN MECHANICAL SERVICE ATTN: TODD A. BECK 13300 MID ATLANTIC BLVD LAUREL, MD 20708
$0.00
$0.00
$0.00
$2,151.50
$2,151.50
1204 10/26/2010
KPA San Antonio, LLC
Creditor:
$357,908.98
$0.00
$0.00
$0.00
$357,908.98
BEXAR COUNTY DAVID G. AELVOET 711 NAVARRO, SUITE 300 LINEBARGER GOGGAN BLAIR & SAMPSON, LLP SAN ANTONIO, TX 78205
1787 3/24/2011
KPA San Antonio, LLC
BEXAR COUNTY C/O DAVID G. AELVOET 711 NAVARRO, SUITE 300 LINEBARGER GOGGAN BLAIR & SAMPSON, LLP SAN ANTONIO, TX 78205
$194,686.75
$0.00
$0.00
$0.00
$194,686.75
Page 1

Debtor Grand Prix East Lansing LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $5,556.00
Claim #
Unsecured $0.00
Total $5,556.00
1656 11/9/2010
Creditor:
CITY OF EAST LANSING Dennis E McGinty 410 ABBOTT ROAD EAST LANSING, MI 48823
1766 2/21/2011
Grand Prix East Lansing LLC
CITY OF EAST LANSING C/O DENNIS E. MCGINTY 410 ABBOTT ROAD EAST LANSING, MI 48823
$0.00
$0.00
$6,136.85
$0.00
$6,136.85
Page 2

Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $123,033.50 Administrative $0.00 Priority $0.00
Claim #
Unsecured $0.00
Total $123,033.50
52 7/30/2010
Creditor:
DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201
Remaining Claim
1768
Innkeepers USA Trust, et al.
$123,878.81
$0.00
$0.00
$0.00
$123,878.81
Filed On:
2/17/2011
26 7/30/2010
Grand Prix Addison (SS) LLC
Creditor:
$205,067.45
$0.00
$0.00
$0.00
$205,067.45
DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 Dallas, TX 75201
Remaining Claim
1769
Grand Prix Addison (SS) LLC
$206,935.56
$0.00
$0.00
$0.00
$206,935.56
Filed On:
2/17/2011
Page 3

Debtor Grand Prix Las Colinas LLC Name and Address of Claimant Secured $96,432.53 Administrative $0.00 Priority $0.00
Claim #
Unsecured $0.00
Total $96,432.53
51 7/30/2010
Creditor:
Remaining Claim
1770
Grand Prix Las Colinas LLC
$101,210.07
$0.00
$0.00
$0.00
$101,210.07
Filed On:
2/17/2011
386 9/28/2010
Grand Prix IHM, Inc
Creditor:
$0.00
$0.00
$1,540.92
$155.00
$1,695.92
INDIANA DEPARTMENT OF REVENUE CAROL LUSHELL BANKRUPTCY SECTION N-240 100 NORTH SENATE AVENUE Indianapolis, IN 46204
1789 3/28/2011
Grand Prix IHM, Inc
INDIANA DEPARTMENT OF REVENUE ATTN: CAROL LUSHELL 100 NORTH SENATE AVENUE BANKRUPTCY SECTION, N-240 INDIANAPOLIS, IN 46204
$0.00
$0.00
$4,479.61
$445.89
$4,925.50
Page 4

Debtor Grand Prix Islandia LLC Name and Address of Claimant Secured Administrative Priority
Claim #
Unsecured
Total
253 9/21/2010
Creditor:
LINDA SUMMERS JOSEPH J. PERRINI III LAW OFFICE OF JOSEPH J. PERRINI 2876 MERRICK ROAD BELLMORE, NY 11710
$0.00
$0.00
$0.00
$0.00
$0.00
253 9/21/2010
Creditor:
LINDA SUMMERS JOSEPH J. PERRINI III LAW OFFICE OF JOSEPH J. PERRINI 2876 MERRICK ROAD BELLMORE, NY 11710
$0.00
$0.00
$0.00
$0.00
$0.00
Remaining Claim
319
MORENUS, CONWAY GOREN & BRANDMAN TOM GURAN LONG ISLAND NY FLO 58 SOUTH SERVICE ROAD-SUITE 350 Melville, NY 11747
$0.00
$0.00
$0.00
$2,000,000.00
$2,000,000.00
Filed On:
9/27/2010
50 7/30/2010
Grand Prix Arlington LLC
Creditor:
$171,805.12
$0.00
$0.00
$0.00
$171,805.12
TARRANT COUNTY ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201
1767 2/17/2011
Grand Prix Arlington LLC
TARRANT COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600
$92,371.85
$0.00
$0.00
$0.00
$92,371.85
DALLAS, TX 75201
Claims To Be Disallowed Totals
10 $954,247.58 $0.00 $7,096.92 $2,306.50 $963,651.00
Page 5

United States Bankruptcy Court Southern District of New York

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Hearing Date: May 24, 2011 at 11:00 a.m. (ET) Response Deadline: May 17, 2011 at 4:00 p.m.

New York, New York Dated: April 20, 2011

Exhibit A Proposed Order

Schedule 1 Amended and Replaced Claims

Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim To Be Disallowed Filed On:

Remaining Claim Filed On:

Grand Prix General Lessee LLC

Claim To Be Disallowed Filed On:

KPA San Antonio, LLC

Remaining Claim Filed On:

KPA San Antonio, LLC

Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim To Be Disallowed Filed On:

Remaining Claim Filed On:

Grand Prix East Lansing LLC

Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim To Be Disallowed Filed On:

Innkeepers USA Trust, et al.

Claim To Be Disallowed Filed On:

Grand Prix Addison (SS) LLC

Grand Prix Addison (SS) LLC

Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim To Be Disallowed Filed On:

Grand Prix Las Colinas LLC

Claim To Be Disallowed Filed On:

Grand Prix IHM, Inc

Remaining Claim Filed On:

Grand Prix IHM, Inc

Seventh Omnibus Objection

Schedule 1 Amended & Replaced Claims

In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered

Claim To Be Disallowed Filed On:

Claim To Be Disallowed Filed On:

Innkeepers USA Trust, et al.

Innkeepers USA Trust, et al.

Claim To Be Disallowed Filed On:

Grand Prix Arlington LLC

Remaining Claim Filed On:

Grand Prix Arlington LLC

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