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Hearing Date: March 28, 2012 at 10:00 a.m. (ET) Response Deadline: March 21, 2012 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. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Liquidation Trustee 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 TENTH OMNIBUS OBJECTION TO CLAIMS (COMPOUND CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, EQUITY INTEREST CLAIMS, AMENDED AND SUPERSEDED CLAIMS AND DUPLICATIVE CLAIMS)2
The list of Debtors in the 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. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Objection.
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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 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 March 28, 2012 at 10:00 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 March 21, 2012 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.
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New York, New York Dated: February 10, 2012
/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. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Liquidation Trustee
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Hearing Date: March 28, 2012 at 10:00 a.m. (ET) Response Deadline: March 21, 2012 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. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Liquidation Trustee 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
TENTH OMNIBUS OBJECTION TO CLAIMS (COMPOUND CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, EQUITY INTEREST CLAIMS, AMENDED AND SUPERSEDED CLAIMS AND DUPLICATIVE CLAIMS)
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.
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THIS OBJECTION SEEKS TO DISALLOW, EXPUNGE, RECLASSIFY, ADJUST AND/OR REDUCE CERTAIN FILED PROOFS OF CLAIM. CLAIMANTS RECEIVING THIS OBJECTION
SHOULD LOCATE THEIR NAMES AND CLAIMS ON
SCHEDULES 1-5 TO EXHIBIT A ATTACHED TO THIS

OBJECTION
On behalf of Innkeepers USA Trust and certain of its affiliates (collectively, the Debtors), AP Services, LLC, the trustee for the Liquidation Trust (the Liquidation Trustee),2 objects (this Objection) to certain proofs of Claim (as defined below) listed on Schedules 1-5 to Exhibit A attached hereto (the Disputed Claims) and seeks entry of an order, substantially in the form attached hereto as Exhibit A, disallowing, expunging, reclassifying, adjusting and/or reducing such Disputed Claims, as appropriate, 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 Liquidation Trustee submits the Declaration of Todd Brents in Support of Tenth Omnibus Objection to Claims (Claims to be Compound Claims to be Reclassified, No Liability Claims, Equity Interest Claims, Amended and Superseded Claims and Duplicative Claims) (the Brents Declaration), filed contemporaneously herewith. In further support of this Objection, the Liquidation Trustee respectfully states as follows:3 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
A Liquidation Trust was created pursuant to (a) that certain Innkeepers Liquidation Trust Agreement, dated July 14, 2011, by and between Innkeepers USA Trust and AP Services, LLC (the Liquidation Trust Agreement) and (b) the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1799] (the Plan), for the purpose of, among other things, resolving all remaining Disputed Claims against the Trust Debtors (as defined in the Liquidation Trust Agreement). All capitalized terms not otherwise defined herein shall have the meaning ascribed in the Debtors Plan Of Reorganization Pursuant To Chapter 11 Of The Bankruptcy Code [Docket No. 1772] (as amended, the Plan).
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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 sections 105(a) and 502(b) of the Bankruptcy
Code and Bankruptcy Rule 3007, the Liquidation Trustee respectfully requests that the Court enter an order granting the following relief: (a) Reclassifying and dividing proofs of Claim listed on Schedule 1 that are filed against a single Debtor to reflect accurately the multiple Debtors against which such claimant may hold a Claim (the Compound Claims to be Reclassified). Certain of the Compound Claims are also objectionable because they are assigned priorities that are not reflected in the Debtors books and records or seek recovery of amounts in excess of the potential liabilities reflected in the Debtors books and records. As shown in Schedule 1, in such instances, the Debtors seek to reduce or adjust, as well as reclassify, such Claims. Expunging and disallowing the proofs of Claim listed on Schedule 2 that are not reflected in any amount in the Debtors books and records or have been paid and accounted (the No Liability Claims). Disallowing the proofs of Claim listed on Schedule 3 that assert an equity interest in the Debtors (the Equity Interest Claims). Expunging and disallowing the proofs of Claim identified on Schedule 4 (the Amended and Superseded Claims) that have been amended and replaced by another proof of Claim (the Superseding Claims). Expunging and disallowing the Claims identified on Schedule 5 (the Duplicative Claims) that are duplicates of another proof of Claim identified on Schedule 5 as a Remaining Claim (the Remaining Claims). Background 5. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition with
(b)
(c) (d)
(e)
the Court under chapter 11 of the Bankruptcy Code (collectively, the Chapter 11 Cases).
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6.
On May 19, 2011, the Court entered an order approving the Debtors disclosure
statement and solicitation procedures [Docket No. 1441]. The Debtors commenced solicitation on or about May 20, 2011. 7. On June 29, 2011, the Court entered the Findings of Fact, Conclusions of Law,
and Order Confirming Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Confirmation Order) [Docket No. 1804], confirming the Plan. 8. Each of the four Plans that comprise the Plan has gone effective. Claims Reconciliation Process 9. 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 Exhibits). 10. 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 (the Bar Date Order). Specifically, among other things, the Court established: (a) October 29, 2010, 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. 11. On March 29, 2011, the Court entered an order approving omnibus Claims
objection procedures in the Chapter 11 Cases [Docket No. 1064]. During the Chapter 11 Cases, nearly 2,000 proof of Claims were filed against the Debtors. During the Chapter 11 Cases, the 4
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Debtors filed, and the Court granted, nine omnibus claims objections seeking the elimination, reclassification, adjustment or other resolution of approximately 1,038 Disputed Claims and reducing the total amount of the Claims pool by $1,075,689,221.4 Objections 12. 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).
The Court granted the Debtors first and second omnibus claims objections on April 29, 2011. See Order Granting Debtors' First Omnibus Objection to Certain Amended and Replaced Proofs of Claim [Docket No. 1159] and the Order Granting Debtors' Second Omnibus Objection to Certain Duplicative Proofs of Claim [Docket. No. 1160]. The Court approved a stipulation resolving the Debtors third omnibus claims objection on August 4, 2011. See Ordered Stipulation and Agreed Order Resolving (A) Debtors' Third Omnibus Objection to Claims (Chartis Claims), (B) Chartis' Objection to Debtors' Plans of Reorganization, and (C) Issues Relating to the Chartis Cure [Docket No. 1989]. The Court granted the Debtors fourth, fifth, sixth and seventh omnibus claims objections on May 25, 2011. See Order Granting Debtors' Fourth Omnibus Objection to Claims (Insufficient Support Claims, No Liability Claims, Claims to be Reclassified, Claims to be Adjusted, Claims to be Reduced and Equity Interest Claim) [Docket No. 1487], Order Granting Debtors' Fifth Omnibus Objection to Claims (Claims to be Reclassified and, In Certain Cases, Reduced) [Docket No. 1488], Order Granting Debtors' Sixth Omnibus Objection to Claims (Wrong Debtor Claims) [Docket No. 1489] and Order Granting Debtors' Seventh Omnibus Objection to Claims (Amended and Replaced Claims) [Docket No. 1490]. The Court granted the Debtors eighth and ninth omnibus claims objections on July 26, 2011. See Order Granting Debtors' Eighth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims, No Liability Claims, and Amended and Replaced Claims) [Docket No. 1958] and Order Granting Debtors' Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims to be Reclassified, No Liability Claims, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative Claims) [Docket No. 1959].
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A.
Compound Claims to be Reclassified 13. The Liquidation Trustee objects to two Compound Claims to be Reclassified.
The Compound Claims to be Reclassified listed on Schedule 1 include those proofs of Claim filed against a single Debtor that the Debtors have determined are appropriately divided across multiple Debtors. As described in the Brents Declaration, after reviewing the Debtors books and records, the Liquidation Trustee has identified the appropriate Debtors against which such Claims may be valid. This Objection seeks to reclassify the Compound Claims to be
Reclassified as Claims against the Debtors listed in the rows entitled New Claim on Schedule 1, subject to the Liquidation Trustees right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a). B. No Liability Claims 14. The Liquidation Trustee objects to twenty-one No Liability Claims. As described
in the Brents Declaration, the No Liability Claims listed on Schedule 2 either were paid in full or in-part or otherwise are not reflected by the Debtors books and records.5 Specifically: Claim number 1837, filed by Allen Country Treasurer against Grand Prix Ft. Wayne LLC, asserts both secured and priority tax Claims in the amount of $81,108.00. The tax return has been filed under the Innkeepers USA Trust entity because Debtor Innkeepers Financial Corporation is a qualified REIT subsidiary and no returns are due at its level. Thus, the Debtors owe no liability on account of the Claim, and the Clam should be disallowed and expunged. Claim number 1854, filed by S&P Products against Grand Prix RIMV Lessee, LLC, asserts an unsecured Claim in the amount of $6,753.38. The Debtors books and records indicate the Debtors are not liable for the Claim.
At the onset of the Chapter 11 Cases, the Debtors received authority to pay prepetition taxes [Docket No. 184] (the Taxes Order) and insurance premiums [Docket No. 186] (the Insurance Order).
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Claim number 306, filed by The Connecticut Light and Power Company against Innkeepers USA Trust, et. al., asserts an unsecured Claim in the amount of $7,299.18. The Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 1872, filed by Carroll Ton-Farmers Branch against Grand Prix Las Colinas LLC, is a secured Claim. The Debtors sold the property used as collateral, and the new property owner will pay the Claim. Thus, the Debtors owe no liability on account of the Claim, and the Clam should be disallowed and expunged. Claim number 1873, filed by City and County of Denver/Treasure against Grand Prix Denver, LLC, asserts a priority Claim in the amount of $211,534.71. The Debtors paid the requested amount by check numbers 662828 and 66829 on June 14, 2011 and check number 67163 on July 14, 2011. Claim number 1766, filed by City of East Lansing against Grand Prix East Lansing LLC, asserts a priority Claim in the amount of $6,136.85. The Debtors paid the requested amount by check number 66996 on June 28, 2011. Claim number 1824, filed by Dallas County against Innkeepers USA Trust, et. al., asserts a secured Claim in the amount of 67,384.63. The Debtors paid the requested amount by check number 67340 on July 27, 2010. Claim number 1113, filed by Frank Garguilo against Grand Prix Floating Lessee LLC, asserts an administrative Claim in the amount of $2,223.03. The Debtors paid the requested amount by check number 134490 on May 26, 2011. Claim number 1751, filed by Gwinnett County Tax Commissioner against Grand Prix Atlanta (Peachtree Corners) LLC, asserts a priority Claim in the amount of $54,680.64. The Debtors paid the requested amount by check number 66998 on June 28, 2011. Claim number 1793, filed by Ingham County Treasurer against Grand Prix East Lansing LLC, asserts a priority Claim in the amount of $64,024.76. The Debtors paid the requested amount by check number 67304 on July 28, 2011. Claim number 1729, filed by Los Angeles Treasurer and Tax Collector against KPA/GP Valencia LLC, asserts a priority Claim in the amount of $45,973.58. The Debtors paid the requested amount by check number 64587 on August 27, 2010 and check number 67159 on July 14, 2011.
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Claim number 1723, filed by Montgomery County MD against Grand Prix Germantown LLC, asserts a priority Claim in the amount of $1,331.86. The Debtors paid the requested amount by check number 66979 on June 28, 2011. Claim number 1724, filed by Montgomery County MD against Grand Prix Rockville LLC, asserts a priority Claim in the amount of $795.82. The Debtors paid the requested amount by check number 66983 on June 28, 2011. Claim number 1725, filed by Montgomery County MD against Grand Prix Rockville LLC, asserts a priority Claim in the amount of $771.90 The Debtors paid the requested amount by check number 66973 on June 28, 2011. Claim number 1729, filed by Los Angeles Treasurer and Tax Collector against KPA/GP Valencia LLC, asserts a priority Claim in the amount of $45,973.58. The Debtors paid the requested amount by check number 64587 on August 27, 2010 and check number 67159 on July 14, 2011. Claim number 1815, filed by Okaloosa County Tax Collector against KPA/GP Ft. Walton LLC, asserts a secured Claim in the amount of $5,847.27. The Debtors paid the requested amount by check number 67339 on July 27, 2011. Claim number 1815, filed by Okaloosa County Tax Collector against KPA/GP Ft. Walton LLC, asserts a secured Claim in the amount of $5,847.27. The Debtors paid the requested amount by check number 67339 on July 27, 2011. Claim number 1816, filed by Okaloosa County Tax Collector against KPA/GP Ft. Walton LLC, asserts a secured Claim in the amount of $126,868.82. The Debtors paid the requested amount by check number 67344 on July 27, 2011. Claim number 1807, filed by Snohomish County Treasurer against Grand Prix Lynnwood LLC, asserts both secured and priority Claims in the amount of $112,636.32. The Debtors paid the requested amount by check number 67160 on July 14, 2011. Claim number 1591, filed by Town of Windsor against Grand Prix Fixed Lessee LLC, asserts both unsecured and priority Claims in the amount of $15,731.40. The Debtors paid the requested amount by check number 66990 on June 28, 2011.
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15.
In sum, the Debtors owe no liability on account of the No Liability Claims.
Accordingly, the Liquidation Trustee hereby requests that the Court enter an order expunging and disallowing each No Liability Claim identified on Schedule 2 as a Claim to be Disallowed. C. Equity Interest Claims 16. The Liquidation Trustee objects to four Equity Interest Claims. The Equity
Interest Claims are based on ownership of Series C Cumulative Shares in Debtor Innkeepers USA Trust. Paragraph 8(h) of the Bar Date Order states that any Claim made by any Entity holding equity securities of the Debtors solely with respect to such Entitys ownership interest in or possession of such equity securities is not the type of Claim required to file a proof of Claim. As such, the Equity Interest Claims identified on Schedule 3 as Claim to be Disallowed should be expunged from the Claims register and reclassified as equity interests in the appropriate Debtor. Notwithstanding such reclassification, the Liquidation Trustee reserves its right to further object to the resulting equity interests on any ground whatsoever. D. Amended and Superseded Claims 17. The Liquidation Trustee objects to twelve Amended and Superseded Claims.
Following a thorough review of the Claims filed by the applicable Bar Date, the Liquidation Trustee has determined that the Amended and Superseded Claims have been amended or replaced by subsequently filed proofs of Claim, as identified on Schedule 4. The Liquidation Trustee objects 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. 18. Accordingly, the Liquidation Trustee respectfully requests this Court enter an
order disallowing and expunging the Amended and Superseded Claims such that only one proof 9
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of each Claim remainsthe Superseding Claims reflecting the amended or replaced amount of the respective Claims. E. Duplicative Claims 19. The Liquidation Trustee objects to eighteen Duplicative Claims. Following a
thorough review of the Claims filed by the applicable Bar Date, the Liquidation Trustee has determined that the Duplicative Claims are duplicative of other Claims that have been filed and should not be enforced against the Debtor against which each such Duplicative Claim is asserted, and thus should be disallowed. The Liquidation Trustee objects to each Duplicative Claim on the basis that the claimant should not obtain multiple recoveries on a single Claim. 20. Accordingly, the Liquidation Trustee hereby requests that the Court enter an order
expunging and disallowing the Duplicative Claims identified on Schedule 5 as Claim to be Disallowed. This Objection does not affect the Remaining Claims identified on Schedule 5 as the Remaining Claim, and the Liquidation Trustee reserves its right to object to the Remaining Claims on any ground whatsoever. Motion Practice 21. 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 Liquidation Trustee submits that this Objection satisfies Rule 90131(a) of the Local Rules of Bankruptcy Procedure for the Southern District of New York. Reservation of Rights 22. 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 Disputed Claims, Superseding Claims, Surviving Claims and Remaining Claims on any ground
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whatsoever and the Debtors Liquidation Trustee expressly reserve all further substantive or procedural objections it may have. Notice 23. The Liquidation Trustee has provided notice of this Objection to the Holders of
Claims objected to on this Objection, and 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. respectfully submits that no further notice is necessary. The Liquidation Trustee
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WHEREFORE, for the reasons stated in the Objection and in the Brents Declaration, the Liquidation Trustee respectfully requests 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: February 10, 2012 /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. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Liquidation Trustee
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Exhibit A Proposed Order
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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. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 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
ORDER GRANTING TENTH OMNIBUS OBJECTION TO CLAIMS (COMPOUND CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, EQUITY INTEREST CLAIMS, AMENDED AND SUPERSEDED CLAIMS AND DUPLICATIVE CLAIMS)2 Upon the Debtors Tenth Omnibus Objection to Claims (Claims to be Compound Claims to be Reclassified, No Liability Claims, Equity Interest Claims, Amended and Superseded Claims
1
The list of Debtors in the 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. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Objection.
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and Duplicative Claims) (the Objection),2 filed by the Liquidation Trustee on behalf of the Debtors, requesting entry of an order reclassifying, adjusting, reducing, disallowing and expunging the Disputed Claims, as appropriate, listed on Schedules 1-5 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. Each Compound Claim to Be Reclassified listed in Schedule 1 attached hereto is
hereby reclassified as to Debtor, as well as adjusted as to priority and/or reduced as to amount, as applicable, in the manner identified in the corresponding rows entitled New Claim on Schedule 1 attached hereto. 3. The No Liability Claims listed on Schedule 2 attached hereto are hereby
disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 4. The Equity Interest Claims listed on Schedule 3 attached hereto are hereby
disallowed in their entirety as Claims and reclassified as equity interests in Innkeepers USA Trust.
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5.
The Amended and Superseded Claims listed on Schedule 4 attached hereto are
hereby disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 6. The Duplicative Claims listed on Schedule 5 attached hereto are hereby
disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 7. 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. 8. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry. 9. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a). 10. The Liquidation Trustee is authorized to take all actions necessary to effectuate
the relief granted pursuant to this Order in accordance with the Objection. 11. This Court retains jurisdiction with respect to all matters arising from or related to
the implementation of this Order. New York, New York Dated: _________________, 2012
Honorable Shelley C. Chapman United States Bankruptcy Judge
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Schedule 1 Compound Claims to be Reclassified
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Name and Address of Claimaint HARLAN GRAPHIC ARTS SERVICES ATTN: HARLAN GRAPHICS 4752 RIVER ROAD Cincinnati, OH 45233 Total: Secured $0.00 Administrative $0.00
Main Document
In re:Innkeepeers USA Trust., et al. Case No 10-13800
Claim # Claim to be Disallowed : 1286
Debtor Innkeepers USA Trust, et al.
Priority $0.00
Unsecured $847.98
Total $847.98
$0.00
$0.00
$0.00
$847.98
$847.98
New Claim:
99990161
Grand Prix Fixed Lessee LLC
HARLAN GRAPHIC ARTS SERVICES ATTN: HARLAN GRAPHICS 4752 RIVER ROAD Cincinnati, OH 45233 HARLAN GRAPHIC ARTS SERVICES ATTN: HARLAN GRAPHICS 4752 RIVER ROAD Cincinnati, OH 45233
$0.00
$0.00
$0.00
$279.00
$279.00
New Claim:
99990162
Grand Prix Floating Lessee LLC
$0.00
$0.00
$0.00
$449.00
$449.00
Adjusted Total:
$0.00
$0.00
$0.00
$728.00
$728.00
Claim to be Disallowed :
193
Innkeepers USA Trust, et al.
IMPRINT PLUS ATTN: HARLAN GRAPHICS 4752 RIVER ROAD Cincinnati, OH 45233 Total:
$0.00
$0.00
$0.00
$322.99
$322.99
$0.00
$0.00
$0.00
$322.99
$322.99
New Claim:
99990166
IMPRINT PLUS Cathy Lee 9240 Collection Center Dr. Chicago, IL 60693 IMPRINT PLUS Cathy Lee 9240 Collection Center Dr. Chicago, IL 60693
$0.00
$0.00
$0.00
$220.99
$220.99
New Claim:
99990167
Grand Prix RIGG Lessee LLC
$0.00
$0.00
$0.00
$102.00
$102.00
Adjusted Total:
$0.00
$0.00
$0.00
$322.99
$322.99
Count:
Disallowed Totals
$0.00
$0.00
$0.00
$1,170.97
$1,170.97
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Schedule 2 No Liability Claims
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Secured Administrative Priority
Main Document
Total
Claim #
Name and Address of Claimaint
Unsecured
Reason
1837
Grand Prix Ft. Wayne LLC
ALLEN COUNTY TREASURER ATTN: SUSAN L. ORTH ONE EAST MAIN STREET ROOM 104 FORT WAYNE, IN 46802-1811
$79,893.00
$0.00
$1,215.00
$0.00
$81,108.00
The tax return has been filed under the Innkeepers USA Trust entity because the debtor Innkeepers Financial Corporation is a Qualified REIT Subsidiary and no returns are due at this level.
1872
Grand Prix Las Colinas LLC CARROLLTON-FARMERS BRANCH C/O ANDREA SHEEHAN 4411 NORTH CENTRAL EXPRESSWAY DALLAS, TX 75205
$102,777.60
$0.00
$0.00
$0.00
$102,777.60
Claim will be paid by new property owner.
1873
Grand Prix Denver, LLC
CITY AND COUNTY OF DENVER/TREASU ATTN: KAREN KATROS, BANKRUPTCY ANALYST 201 W. COLFAX AVENUE, DEPARTMENT 1001 DENVER, CO 80202
$0.00
$0.00
$211,534.71
$0.00
$211,534.71
Claim has been paid by check #66828 dated 06/14/2011 and check #67163 dated 7/14/2011 and check #66829 dated 6/14/2011.
1766
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
Claim has been paid by check #66996 dated 06/28/2011.
1824
Innkeepers USA Trust, et al. DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201
$67,384.63
$0.00
$0.00
$0.00
$67,384.63
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Main Document
Total
Claim # Claim to be Disallowed :
Unsecured
Reason Claim has been paid by check #134490 dated 5/26/2011.
1113
FRANK GARGIULO & SON, INC ATTN: KATE ELLIS, ESQ. MCCARRON & DIESS 4530 WISCONSIN AVE., STE 301 WASHINGTON, DC 20016
$0.00
$2,223.03
$0.00
$0.00
$2,223.03
1751
Grand Prix Atlanta (Peachtree Corners) LLC
GWINNETT COUNTY TAX COMMISSIONER ATTN: DUANE EXUM P.O. BOX 372 LAWRENCEVILLE, GA 30046-0372
$0.00
$0.00
$54,680.64
$0.00
$54,680.64
1793
Grand Prix East Lansing LLC INGHAM COUNTY TREASURER ATTN: KAREN M. CONROY PO BOX 215 MASON, MI 48854
$0.00
$0.00
$64,024.76
$0.00
$64,024.76
1729
KPA/GP Valencia LLC
LOS ANGELES COUNTY TREASURER AND TAX COLLECTOR ATTN: MAN-LING KUO PO BOX 54110 LOS ANGELES, CA 90054-0110
$0.00
$0.00
$45,973.58
$0.00
$45,973.58
Claim has been paid by check #64587 dated 08/27/2010 and check #67159 dated 07/14/2011.
1730
LOS ANGELES COUNTY TREASURER Grand Prix El Segundo LLC AND TAX COLLECTOR ATTN: MAN-LING KUO PO BOX 54110 LOS ANGELES, CA 90054-0110
$160,873.51
$0.00
$0.00
$0.00
$160,873.51
Claim has been paid by check #64962 dated 07/14/2011 and check #65852 dated 02/28/2011.
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Total
Unsecured
1723
Grand Prix Germantown LLC MONTGOMERY COUNTY MD C/O TAMARA A. STONER 101 MONROE STR, 3RD FLR ROCKVILLE, MD 20866
$0.00
$0.00
$1,331.86
$0.00
$1,331.86
1724
Grand Prix Rockville LLC
MONTGOMERY COUNTY MD C/O TAMARA A. STONER 101 MONROE STR, 3RD FLR ROCKVILLE, MD 20866
$0.00
$0.00
$795.82
$0.00
$795.82
1725
Grand Prix Gaithersburg LLC MONTGOMERY COUNTY MD C/O TAMARA A. STONER 101 MONROE STR, 3RD FLR ROCKVILLE, MD 20866
$0.00
$0.00
$771.90
$0.00
$771.90
1839
NEW YORK STATE DEPARTMENT OF Grand Prix Binghamton LLC TAXATION AND FINANCE TAXATION AND FINANCE BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300
$0.00
$4,682.94
$0.00
$0.00
$4,682.94
1840
Grand Prix Islandia LLC
NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300
$0.00
$1,794.82
$0.00
$0.00
$1,794.82
Claim has been paid by check #67131 dated 7/8/2011
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Total
Unsecured
1815
KPA/GP Ft. Walton LLC
OKALOOSA COUNTY TAX COLLECTOR ATTN: JUSTIN GORDON 73 EGLIN PKWY NE. STE. 111 FORT WALTON BEACH, FL 32548
$5,847.27
$0.00
$0.00
$0.00
$5,847.27
1816
KPA/GP Ft. Walton LLC
OKALOOSA COUNTY TAX COLLECTOR ATTN: JUSTIN GORDON 73 EGLIN PKWY NE. STE. 111 FORT WALTON BEACH, FL 32548
$126,868.82
$0.00
$0.00
$0.00
$126,868.82
1854
Grand Prix RIMV Lessee, LLC
S & P PRODUCTS ATTN: PHILIP J HART 6223 SACRAMENTO AVE ALTA LOMA, CA 91701
$0.00
$0.00
$0.00
$6,753.38
$6,753.38
The Debtors books and records indicate the Debtors are not liable for the Claim.
1807
Grand Prix Lynnwood LLC
SNOHOMISH COUNTY TREASURER ATTN: DEBI GAHRINGER 3000 ROCKEFELLER AVE, M/S 501 BANKRUPTCY EVERETT, WA 98201-4060
$56,318.16
$0.00
$56,318.16
$0.00
$112,636.32
306
THE CONNECTICUT LIGHT AND POWER Innkeepers USA Trust, et al. COMPANY ATTN: MELISSA KOLODZIEJ P.O. BOX 2899 NORTHEAST UTILITIES CREDIT & COLLECTION CENTER HARTFORD, CT 06101
$0.00
$0.00
$0.00
$7,299.18
$7,299.18
The Debtors books and records indicate the Debtors are not liable for the Claim.
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Unsecured
1591
Grand Prix Fixed Lessee LLC TOWN OF WINDSOR ATTN: CATHLEEN M. ELLIOT 275 BROAD STREET WINDSOR, CT 06095
$0.00
$0.00
$7,865.70
$7,865.70
$15,731.40
Count
21
Totals
$599,962.99
$8,700.79
$450,648.98
$21,918.26
$1,081,231.02
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Name and Address of Claimaint ADVICORP PLC ATTN: MARCO M. ELSER VIA PARIGI 11 ROME, ITALY 00185 Secured $0.00
Main DocumentIn re:Innkeepeers USA Trust., et al.

Case No 10-13800
Claim # Claim to be Disallowed : 1852
Debtor Innkeepers USA Limited Partnership
Administrative $0.00
Priority $0.00
Unsecured $10,000.00
Total $10,000.00
1861
Innkeepers USA Limited Partnership
DONNE R. SAUCIER IRA 400 LIVE OAK ST MANDEVILLE, LA 70471
$0.00
$0.00
$0.00
$25,000.00
$25,000.00
1856
Howard M. Rensin, IRA 3405 Shady Lane GLENWOOD, MD 21738
$0.00
$0.00
$0.00
$137,200.00
$137,200.00
1863
JULIANA LUECKING 200 STERLING PLACE #2B BROOKLYN, NY 11238
$0.00
$0.00
$0.00
$0.00
$0.00
Count:
Total Claims to be Disallowed
$0.00
$0.00
$0.00
$172,200.00
$172,200.00
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Name and Address of Claimaint Secured Administrative
Main Document
Claim #
Debtor
Priority
Unsecured
Total
90
AHLEE BACKFLOW SERVICE, INC. ATTN: TERESA HAYNES 9920 PROSPECT AVE., SUITE 104 SANTEE, CA 92071
$0.00
$0.00
$0.00
$400.00
$400.00
Remaining Claim
352
Grand Prix RIMV Lessee, LLC
AHLEE BACKFLOW SERVICE, INC. 9920 PROSPECT AVE SANTEE, CA 92071
$0.00
$0.00
$0.00
$854.49
$854.49
1798
Grand Prix Ft. Wayne LLC ALLEN COUNTY TREASURER

ATTN: SUSAN L. ORTH ONE EAST MAIN STREET ROOM 104 FORT WAYNE, IN 46802-1811
$116,884.50
$0.00
$2,430.00
$0.00
$119,314.50
Remaining Claim
1837
Grand Prix Ft. Wayne LLC ALLEN COUNTY TREASURER

ATTN: SUSAN L. ORTH ONE EAST MAIN STREET ROOM 104 FORT WAYNE, IN 46802-1811
$79,893.00
$0.00
$1,215.00
$0.00
$81,108.00
27
KPA Leaseco, Inc.
CLARK HILL PLC ATTN: ADAM C. TOOSLEY 150 N. MICHIGAN AVE. #2700 CHICAGO, IL 60601 CLARK HILL PLC C/O ADAM C. TOOSLEY 150 N. MICHIGAN AVE. #2700 CHICAGO, IL 60601
$0.00
$0.00
$0.00
$7,245.00
$7,245.00
Remaining Claim
1827
KPA Leaseco, Inc.
$0.00
$0.00
$0.00
$6,739.00
$6,739.00
835
KPA Leaseco, Inc.
COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA P.O. BOX 9564 BOSTON, MA 02114-9564 COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA P.O. BOX 9564 BOSTON, MA 02114-9564
$0.00
$0.00
$464.04
$45.60
$509.64
Remaining Claim
1835
KPA Leaseco, Inc.
$0.00
$510.17
$0.00
$0.00
$510.17
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Name and Address of Claimaint COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA P.O. BOX 9564 BOSTON, MA 02114-9564 COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA P.O. BOX 9564 BOSTON, MA 02114-9564 Secured Administrative
Main Document
Priority Unsecured
Total
846
Innkeepers Financial Corporation
$0.00
$0.00
$1,068.02
$191.42
$1,259.44
Remaining Claim
1836
$0.00
$510.17
$0.00
$0.00
$510.17
75
CON EDISON SOLUTIONS C/O DONIYELL L. CURTIS 100 SUMMIT LAKE DRIVE, SUITE 410 VAHALLA, NY 10595
$0.00
$0.00
$0.00
$16,981.99
$16,981.99
Remaining Claim
1869
CON EDISON SOLUTIONS ATTN: LATONYA BROWN 100 SUMMIT LAKE DRIVE, SUITE 410 BANKRUPTCY SECTION
$0.00
$0.00
$0.00
$17,980.60
$17,980.60
1842
HENRICO COUNTY, VIRGINIA (ACCT. # 0080289-00572943) C/O RHYSA GRIFFITH SOUTH ASSISTANT COUNTY ATTORNEY P.O. BOX 90775 HENRICO, VA 23273-0775 HENRICO COUNTY, VIRGINIA (ACCT. # 0080289-00572943) C/O RHYSA GRIFFITH SOUTH ASSISTANT COUNTY ATTORNEY P.O. BOX 90775 HENRICO, VA 23273-0775
$5,521.97
$0.00
$0.00
$0.00
$5,521.97
Remaining Claim
1880
$9,787.00
$510.17
$0.00
$0.00
$9,787.00
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Name and Address of Claimaint NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300 NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300 Secured Administrative
Main Document
Priority Unsecured
Total
Grand Prix Albany LLC
$0.00
$722.85
$0.00
$0.00
$722.85
Remaining Claim
1838
Grand Prix Albany LLC
$0.00
$1,794.82
$0.00
$0.00
$1,794.82
Grand Prix Binghamton LLC
NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300 NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300
$0.00
$0.00
$0.00
$50.00
$50.00
Remaining Claim
1839
Grand Prix Binghamton LLC
$0.00
$4,682.94
$0.00
$0.00
$4,682.94
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Name and Address of Claimaint ORANGE COUNTY TREASURER-TAX COLLECTOR ATTN: RATNA D. BUTANI P.O. BOX 1438 BANKRUPTCY UNIT Santa Ana, CA 92702 ORANGE COUNTY TREASURER-TAX COLLECTOR ATTN: BANKRUPTCY UNIT P.O. BOX 1438 SANTA ANA, CA 92702-1438 Secured Administrative
Main Document
Priority Unsecured
Total
101
$0.00
$0.00
$40,847.96
$0.00
$40,847.96
Remaining Claim
1792
$0.00
$49,017.00
$0.00
$0.00
$49,017.00
58
SIERRA LIQUIDITY FUND, LLCASSIGNEEATT-IN-FACT-ARCTICA ICE InnkeepersUSATrust,etal. CREAM-ASSIGNOR ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614
$0.00
$0.00
$121.00
$0.00
$121.00
Remaining Claim
1428
GrandPrixFt.Lauderdale LLC
SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATT-IN-FACT FOR ARCTICA ICE CREAM - ASSIGNOR ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614
$0.00
$121.00
$0.00
$0.00
$121.00
1744
SPRINT NEXTEL - CORRESPONDENCE ATTN: AARON BOOTON BANKRUPTCY DEPT P.O. BOX 7949 OVERLAND PARK, KS 66207-0949
$0.00
$0.00
$0.00
$291.71
$291.71
Remaining Claim
1851
SPRINT NEXTEL Attn: Bankruptcy Dept PO Box 7949 OVERLAND PARK, KS 66207-0949
$0.00
$0.00
$0.00
$774.73
$774.73
Count:
12
$122,406.47
$722.85
$44,931.02
$24,805.72
$193,266.06
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Main Document
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Main Document
Unsecured Total
658
GrandPrixAnaheim OrangeLesseeLLC
ALSCO Kenneth Imaizumi 1750 Zeyn St Anaheim, CA 92802
$0.00
$0.00
$0.00
$4,608.88
$4,608.88
Remaining Claim
251
AI SCO - AMERICAN LINEN DIV Kenneth Imaizumi 1750 Zeyn St Anaheim, CA 92802
$0.00
$0.00
$0.00
$4,608.88
$4,608.88
202
GrandPrixAtlantaLLC
BHI PARTS, INC ATTN: MELANIE HEGYAN 6485 SHILOH ROAD SUITE B 700 ALPHARETTA, GA 30005
$0.00
$0.00
$0.00
$737.53
$737.53
Remaining Claim
401
GrandPrixFixedLessee LLC
BHI PARTS, INC ATTN: MELANIE HEQYAN 6485 SHILOH ROAD SUITE #B700 Alpharetta, GA 30005
$0.00
$0.00
$0.00
$737.53
$737.53
116
GrandPrixSheltonLLC
BLOXAM ENTERPRISES, LLC DBA PROFESSIONAL CARPET SYSTEMS ATTN:AMY BLOXAM-PRIHODA P O BOX 5300 12 PROGRESS AVENUE ALBANY, NY 12205-0300
$0.00
$0.00
$0.00
$132.50
$132.50
Remaining Claim
298
PROFESSIONAL CARPET SYSTEMS 12 PROGRESS AVE P O BOX 5300 Seymour, CT 06483
$0.00
$0.00
$0.00
$132.50
$132.50
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Unsecured Total
Name and Address of Claimaint COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA DEPARTMENT OF REVENUE - BANKRUPTCY UNIT 100 CAMBRIDGE STREET, 7TH FLOOR P.O. BOX 9564 BOSTON, MA 02114-9564
1835
KPALeaseco,Inc.
$0.00
$510.17
$0.00
$0.00
$510.17
Remaining Claim
1836
InnkeepersFinancial Corporation
COMMONWEALTH OF MASSACHUSETTS ATTN: STEPHEN KOBIALKA DEPARTMENT OF REVENUE - BANKRUPTCY UNIT 100 CAMBRIDGE STREET, 7TH FLOOR P.O. BOX 9564 BOSTON, MA 02114-9564
$0.00
$510.17
$0.00
$0.00
$510.17
1208
GrandPrixLombardLLC
HELMSBRISCOE ATTN: JAMES E. LAWRENCE 20875 N 90TH PLACE Scottsdale, AZ 85255
$0.00
$0.00
$0.00
$65.40
$65.40
Remaining Claim
1207
HELMSBRISCOE ATTN: JAMES E. LAWRENCE 20875 N. 90TH PLACE Scottsdale, AZ 85255
$0.00
$0.00
$0.00
$65.40
$65.40
1210
GrandPrixLouisville(RI) LLC
$0.00
$0.00
$0.00
$158.10
$158.10
Remaining Claim
1209
$0.00
$0.00
$0.00
$158.10
$158.10
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Unsecured Total
1214
GrandPrixLouisville(RI) LLC
$0.00
$0.00
$0.00
$297.00
$297.00
Remaining Claim
1213
$0.00
$0.00
$0.00
$297.00
$297.00
NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE - BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300 NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE TAXATION AND FINANCE - BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300
$0.00
$0.00
$0.00
$50.00
$50.00
Remaining Claim
1840
$0.00
$0.00
$0.00
$50.00
$50.00
SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATTClaim to be Disallowed : 414
GrandPrixFloatingLessee IN-FACT FOR RSA-ROOMSERVICE AMENITIESASSIGNOR LLC

Sierra Liquidity Fund, LLC 2699 White Rd. Suite 255 Irvine, CA 92614 SIERRA LIQUIDITY FUND, LLC ASSIGNEE & ATTIN-FACT FOR ROOMSERVICE AMENITIES GrandPrixMorristownLLC ASSIGNOR ATTN: J.S. RILEY 2699 WHITE ROAD, SUITE 255 IRVINE, CA 92614
$0.00
$836.19
$0.00
$34.35
$870.54
Remaining Claim
1452
$0.00
$836.19
$0.00
$34.35
$870.54
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Unsecured Total
412
InnkeepersUSATrust,et al.
SIERRA LIQUIDITY FUND, LLC-ASSIGNEE ATT-INFACT-ARCTICA ICE CREAM-ASSIGNOR ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614
$0.00
$121.00
$0.00
$0.00
$121.00
Remaining Claim
1428
GrandPrixFt.Lauderdale SIERRA LIQUIDITY FUND, LLC - ASSIGNEE & ATT IN-FACT FOR ARCTICA ICE CREAM - ASSIGNOR LLC
ATTN: JAMES S. RILEY 2699 WHITE ROAD - SUITE 255 IRVINE, CA 92614
$0.00
$121.00
$0.00
$0.00
$121.00
1843
GrandPrixOntarioLessee, SOUTHERN CALIFORNIA GAS COMPANY LLC

ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P. O. BOX 30337 LOS ANGELES, CA 90030-0337
$0.00
$0.00
$0.00
$2,291.46
$2,291.46
Remaining Claim
99990151
GrandPrixOntarioLessee, SOUTHERN CALIFORNIA GAS COMPANY LLC

$0.00
$0.00
$0.00
$2,291.46
$2,291.46
1844
SOUTHERN CALIFORNIA GAS COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P. O. BOX 30337 LOS ANGELES, CA 90030-0337
$0.00
$0.00
$0.00
$1,450.26
$1,450.26
Remaining Claim
99990152
$0.00
$0.00
$0.00
$1,450.26
$1,450.26
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Unsecured Total
1845
GrandPrixFloatingLessee SOUTHERN CALIFORNIA GAS COMPANY LLC

$0.00
$0.00
$0.00
$3,256.73
$3,256.73
Remaining Claim
99990150
GrandPrixFloatingLessee SOUTHERN CALIFORNIA GAS COMPANY LLC

$0.00
$0.00
$0.00
$3,256.73
$3,256.73
1846
GrandPrixRIGGLesseeLLC SOUTHERN CALIFORNIA GAS COMPANY

$0.00
$0.00
$0.00
$2,463.27
$2,463.27
Remaining Claim
99990153
GrandPrixRIGGLesseeLLC SOUTHERN CALIFORNIA GAS COMPANY

$0.00
$0.00
$0.00
$2,463.27
$2,463.27
1847
$0.00
$0.00
$0.00
$1,955.80
$1,955.80
Remaining Claim
99990149
$0.00
$0.00
$0.00
$1,955.80
$1,955.80
Page5of6
10-13800-scc
Claim # Debtor
Doc 2294

Main Document
Unsecured Total
Name and Address of Claimaint TANNOR PARTNERS CREDIT FUND II, LP AS ASSIGNEE OF METRO APPLIANCE SERVICE Attn: Robert J. Tanner 200 Business Park Dr Suite 200 Armonk, NY 10504
1814
$0.00
$0.00
$0.00
$658.27
$658.27
Remaining Claim
137
METRO APPLIANCE SERVICE TAXATION AND FINANCE - BANKRUPTCY SECTION P O BOX 5300 BANKRUPTCY SECTION P O BOX 5300 ALBANY, NY 12205-0300
$0.00
$0.00
$0.00
$658.27
$658.27
254
KPARIGG,LLC
TD SPORTS INC. DBA SPORT COURT OF SOUTHERN CALIFORNIA ATTN: SHERYL S. HENDRICKSON 21 WEST EASY STREET UNIT 107 Simi Valley, CA 93065
$0.00
$0.00
$0.00
$181.96
$181.96
Remaining Claim
361
GrandPrixRIGGLesseeLLC TD SPORTS, INC.

21 W. EASY STREET SIMI VALLEY, CA 93065
$0.00
$0.00
$0.00
$181.96
$181.96
643
GrandPrixIndianapolisLLC THAD G FRANKMAN DBA LOGOS UNLIMITED

229 GRADYS ROAD MCMINNVILLE, TN 37110
$0.00
$0.00
$0.00
$233.75
$233.75
Remaining Claim
109
GrandPrixIndianapolisLLC THAD G FRANKMAN DBA LOGOS UNLIMITED

229 GRADYS ROAD ONE EAST MAIN STREET ROOM 104 McMinnville, TN 37110
$0.00
$0.00
$0.00
$233.75
$233.75
Count:
18
$0.00
$1,467.36
$0.00
$18,575.26
$20,042.62
Page6of6

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10-13800-scc

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 1 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 2 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 3 of 41

New York, New York Dated: February 10, 2012

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 4 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 5 of 41

SCHEDULES 1-5 TO EXHIBIT A ATTACHED TO THIS

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 6 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 7 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 8 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 9 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 10 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 11 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 12 of 41

In sum, the Debtors owe no liability on account of the No Liability Claims.

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 13 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 14 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 15 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 16 of 41

Exhibit A Proposed Order

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 17 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 18 of 41

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 19 of 41

Honorable Shelley C. Chapman United States Bankruptcy Judge

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 20 of 41

Schedule 1 Compound Claims to be Reclassified

Tenth Omnibus Objection

Filed 02/10/12 Entered 02/10/12 18:29:18 Schedule 1 Pg 21 be 41 Compound Claims to of Reclassified

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Claim # Claim to be Disallowed : 1286

Debtor Innkeepers USA Trust, et al.

Grand Prix Fixed Lessee LLC

Grand Prix Floating Lessee LLC

Innkeepers USA Trust, et al.

Grand Prix Fixed Lessee LLC

Grand Prix RIGG Lessee LLC

Filed 02/10/12 Entered 02/10/12 18:29:18 Pg 22 of 41

Schedule 2 No Liability Claims

Tenth Omnibus Objection

Filed 02/10/12 Entered 02/10/12 18:29:18 Schedule 2 Pg 23 of Claims No Liability 41

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Name and Address of Claimaint

Grand Prix Ft. Wayne LLC

Claim will be paid by new property owner.

Grand Prix Denver, LLC

Claim has been paid by check #66996 dated 06/28/2011.

Claim has been paid by check #67340 dated 7/27/2011.

Tenth Omnibus Objection

Filed 02/10/12 Entered 02/10/12 18:29:18 Schedule 2 Pg 24 of Claims No Liability 41

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Claim # Claim to be Disallowed :

Name and Address of Claimaint

Reason Claim has been paid by check #134490 dated 5/26/2011.

Grand Prix Atlanta (Peachtree Corners) LLC

Claim has been paid by check #66998 dated 06/28/2011.

Claim has been paid by check #67304 dated 07/28/2011.

KPA/GP Valencia LLC

Tenth Omnibus Objection

Filed 02/10/12 Entered 02/10/12 18:29:18 Schedule 2 Pg 25 of Claims No Liability 41

In re:Innkeepeers USA Trust., et al. Case No 10-13800

Claim # Claim to be Disallowed :

Name and Address of Claimaint