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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Case No. 10-13800(SCC) - - - - - - - - - - - - - - - - - - - - -x In the Matter of:

INNKEEPERS USA TRUST,

et al.

Debtors.

- - - - - - - - - - - - - - - - - - - - -x

United States Bankruptcy Court One Bowling Green New York, New York

March 28, 2012 10:03 AM

B E F O R E: HON. SHELLEY C. CHAPMAN U.S. BANKRUPTCY JUDGE

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10-13800-scc Innkeepers USA Trust Ch. 11 Doc# 2364 Stipulation and Agreed Order Resolving Debtors' Objections to Guaranty Claims Asserted by Trimont Real Estate Advisors, Inc., and Lehman ALI Inc. Against Grand Prix Holdings LLC filed by Brian S. Lennon on behalf of AP Services, LLC

Doc# 2332 Stipulation and Agreed Order Resolving Debtors' Objection to Guaranty Claim Asserted by Five Mile Capital Real Estate Advisors LLC Against Grand Prix Holdings LLC filed by Brian S. Lennon on behalf of Innkeepers USA Trust

Doc# 2294 Motion for Omnibus Objection to Claim(s)/Tenth Omnibus Objection to Claims (Compound Claims to be Reclassified, No Liability Claims, Equity Interest Claims, Amended and Superseded Claims and Duplicative Claims) filed by Jennifer Marines on behalf of Innkeepers USA Trust

Doc# 2296 Motion to Allow Claim/Disbursing Agents' Motion for Order Identifying Allowed Fixed/Floating General Unsecured Claims for Distribution Purposes

Doc# 1908 Motion to Allow Claims (Claim No. 1775 - Amount $5,700.00); filed by Gareth Tooly

Transcribed by:

Lisa Bar-Leib

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: JOHN D. PENN, ESQ. HAYNES AND BOONE, LLP Attorneys for Five Mile Capital Real Estate Advisors LLC 201 Main Street Suite 2200 Fort Worth, TX 76102 GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP Attorneys for Benenson Capital Company LLC and Rofar Realty Company, Inc. 437 Madison Avenue New York, NY 10022 BY: BRIAN S. LENNON, ESQ. JONATHAN ZINMAN, ESQ. A P P E A R A N C E S : KIRKLAND & ELLIS LLP Attorneys for the Liquidating Trust and the Disbursing Agent 601 Lexington Avenue New York, NY 10022

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: BRIAN A. JENNINGS, ESQ. (TELEPHONICALLY) VERITEXT REPORTING COMPANY www.veritext.com PERKINS COIE Attorneys for C-III Management and CW Capital Asset Management 131 South Dearborn Street Suite 1700 Chicago, IL 60603 BY: LAUREN SHUMEJDA, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Attorneys for Apollo Investment Corp. 1285 Avenue of the Americas New York, NY 10019 BY: TODD C. MEYERS, ESQ. KILPATRICK TOWNSEND & STOCKTON LLP Attorneys for Trimont Real Estate Advisors, Inc. 1100 Peachtree Street, N.E. Suite 2800 Atlanta, GA 30309

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 of you. MR. LENNON: Innkeepers. THE COURT: MR. LENNON: THE COURT:

P R O C E E D I N G S Have a seat. Good morning, Your Honor. Good morning. I wasn't expecting so many

I don't think you have too many at

Your Honor, Brian Lennon of Kirkland & Ellis on

behalf of the liquidating trust and the disbursing agent from the Innkeepers case. Your Honor, I'm delighted to be before

you today with a settlement of the guaranty litigation which, as you know, has been pending for quite some time in this -THE COURT: MR. LENNON: Right. -- case; in fact, just about a year.

Your Honor, the settlement -- there's five parties that had asserted claims and interests -THE COURT: MR. LENNON: Holdings level. the settlements. Apollo. Right. -- in the proceeds at the Grand Prix

All five of those parties are supportive of That's C3, Trimont, Lehman, Five Mile and I think the stips that we

Everybody's going to share.

filed speak for themselves.

Under the Five Mile deal, Five

Mile will share one-third of its distributions with Apollo. And under the Trimont deal, or the SASCO deal, 325,000 dollars of that distribution will be shared with Apollo. Your Honor, based on the Iridium factors, I believe

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that -- or, I respectfully submit that the settlement is worthy of approval. The alternative would be litigation that's -- we

had agreed upon the summary judgment mechanism for the hearing today if -THE COURT: MR. LENNON: Right. -- assuming that the claims lasted beyond

today's hearing, there would have been extensive discovery as to the intent to waive the claims and whatnot. And given that

everybody is supportive of the settlement, I would respectfully ask that -THE COURT: MR. LENNON: THE COURT: All right. -- it be approved. Well, the timing was perfect because the

word of the final stipulation came in right after I had spent four hours pouring over the papers. MR. LENNON: THE COURT: So --

I apologize, Your Honor. No need for an apology. You know I'm

always glad for things to settle. the stipulations.

I'm going to happily approve

I will tell you that I think that it

wouldn't be a bad idea to adjust some of the language that was at issue in this case. MR. LENNON: about. THE COURT: MR. LENNON: In the bar date order. Yes. Understood. In the bar date order, you're talking

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 heard?

THE COURT: MR. LENNON: THE COURT:

And I'll leave it at that. Thank you, Your Honor. Mr. Penn, Mr. Meyers, did you want to be

MR. PENN: THE COURT: MR. LENNON: who will -THE COURT: MR. LENNON: Thank you. MR. ZINMAN: THE COURT: MR. ZINMAN:

No, thank you, Your Honor. Okay. I will turn the podium over to Mr. Zinman

Very well.

Thank you.

-- offer up the rest of the agenda.

Good morning, Your Honor. Good morning. John Zinman of Kirkland & Ellis on behalf

of the liquidation trust and the disbursing agent at Innkeepers. The next item on the agenda is the debtors' tenth The objection addresses fifty-three

omnibus claims objection.

proofs of claim totaling approximately 1.5 million dollars. Two formal responses were filed. THE COURT: MR. ZINMAN: Right. The first one by the Massachusetts The second

Department of Revenue was consensually resolved.

one by the city and county of Denver has been adjourned until the next hearing while they confirm our understanding that the debtors owe no liability on account --

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THE COURT: MR. ZINMAN: THE COURT: out of the order? MR. ZINMAN: THE COURT: MR. ZINMAN:

Okay. -- of the claim. All right. So you're going to carve them

Yes. Okay. Unless Your Honor has any questions or

would like me to walk through the bases of the objection, I would respectfully -THE COURT: No. That's fine. Just make sure that the

order reflects that Denver is being adjourned. MR. ZINMAN: THE COURT: MR. ZINMAN: Absolutely, Your Honor. Okay? Next on the agenda is the disbursing

agent's motion for authority to identify the pool of allowed fixed floating general unsecured claims for purposes of making plan distributions under the fixed floating plan. Your Honor,

pursuant to the fixed floating plan, that was 4.75 million dollars set aside for allowed general -THE COURT: MR. ZINMAN: Right. -- unsecured claims. Upon entry of the

tenth omnibus claims order that you just indicated you would enter, all fixed floating general unsecured claims have now been addressed. There leaves approximately 5.642 million We

dollars of allowed fixed floating general unsecured claims.

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filed a motion to provide claim holders with the opportunity to weigh in and tell us we're missing something. A couple claims

traders asked us to adjust minor things but nothing at issue. And assuming the order is entered, the disbursing agent has indicated he'll make distributions probably within the month. THE COURT: without an order. Okay. I mean, I think you could do

I'm happy to -Okay. -- enter the order. But I think that

MR. ZINMAN: THE COURT:

that -- you'd have the authority to determine what the claims are and making the distributions. with entering the order. MR. ZINMAN: THE COURT: MR. ZINMAN: Understood, Your Honor. All right? Yep. The last thing on the agenda is the But I don't have a problem

matter of a motion filed by a Mr. Gareth Tooly. THE COURT: MR. ZINMAN: An objection filed by Mr. Tooly. Well, it was actually -- he filed it as a

motion for an allowance of claims -THE COURT: MR. ZINMAN: THE COURT: MR. ZINMAN: Okay. -- for dividends. Right. And we filed an objection to that motion.

And we left a message notifying him that we were going to go forward today on this. He never filed any sort of notice --

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THE COURT: MR. ZINMAN:

Right. -- of hearing on this motion. It's our

understanding based on his filing and on conversations with him that he's not a current shareholder. He's a former shareholder

that sold his shares and believes that he's entitled to dividends. We would argue that he has no standing here and

would ask that -- respectfully submit that his motion be denied on standing grounds. THE COURT: Mr. Tooly? All right. Is anyone here on behalf of

And he -- without that had notice -Yes. -- that this was taking place today? Yes, Your Honor. All right. Great. I'm going to strike his claim.

MR. ZINMAN: THE COURT: MR. ZINMAN: THE COURT: MR. ZINMAN: THE COURT: MR. ZINMAN: THE COURT:

Thank you very much, Your Honor.

All right. That's all we have today. So we'll get -- we have the -- just make The stipulation for Trimont, the

sure I have everything.

stipulation for Five Mile, an order on the tenth omnibus, the motion to allow the disbursing agent to identify the claims and the Gareth Tooly order. MR. ZINMAN: THE COURT: MR. LENNON: Correct. Right? Okay. Very good. Thank you.

Thank you, Your Honor.

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THE COURT:

Thank you.

Have a good day.

(Whereupon these proceedings were concluded at 10:10 a.m.)

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 DESCRIPTION Stipulations resolving debtors' objections to guaranty claims asserted by Trimont Real Estate Advisors, Inc., Lehman ALI Inc. and Five Mile Capital Real Estate Advisors LLC against Grand Prix Holdings LLC approved Debtors' tenth omnibus claims objection sustained Disbursing agent's motion for authority to identify the pool of allowed fixed floating general unsecured claims Gareth Tooly's motion for an allowance of claims for dividends stricken 11 14 10 12 9 10 PAGE 7 LINE 18 R U L I N G S I N D E X

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Date: March 29, 2012 Veritext 200 Old Country Road Suite 580 Mineola, NY 11501 I, Lisa Bar-Leib, certify that the foregoing transcript is a true and accurate record of the proceedings. C E R T I F I C A T I O N

Lisa Bar-Leib
LISA BAR-LEIB

______________________________________

Digitally signed by Lisa Bar-Leib DN: cn=Lisa Bar-Leib, o=Veritext, ou, email=Digital@veritext.com, c=US Date: 2012.03.29 15:32:30 -04'00'

AAERT Certified Electronic Transcriber (CET**D-486)

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