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 ESTABLISHING DEADLINES AND PROCEDURES FOR FILING PROOFS OF CLAIM AND APPROVING THE FORM AND MANNER OF NOTICE THEREOF1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors 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 Corners) 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 / 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 / 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 Floating 2, LLC (9972); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); 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 Corner 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.

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Upon the Application (the Application)2 of the Debtors, as debtors and debtors in possession, for the entry of an order (this Order) (a) establishing deadlines and procedures for creditors to file proofs of claim in the Chapter 11 Cases, (b) approving the form and manner of notice thereof, and (c) granting such other relief as is just and proper, all as more fully set forth in the Application; 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 Application and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Application 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 Application 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 Application is granted to the extent provided herein. Except as otherwise provided herein, all persons (as defined in section 101(41) of

the Bankruptcy Code) and entities (as defined in section 101(15) of the Bankruptcy Code), including, without limitation, individuals, partnerships, corporations, joint ventures, and trusts, (such persons and entities, collectively, the Entities and each, an Entity) 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 July 19, 2010 (the Petition Date), including any claim arising under section 503(b)(9) of the Bankruptcy Code (each a Claim, and collectively, the Claims), shall file proof of such Claim in writing so that it is actually received on or before October 29, 2010 (the General Bar Date), which date is no less than 35 days after service of
2

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

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the Bar Date Notice (as defined below), by Omni Management Group, LLC (the Notice and Claims Agent) or the Clerk of the Bankruptcy Court for the Southern District of New York (the Clerk) in accordance with this Order, or be barred from doing so. 3. Notwithstanding any other provision of this Order, all governmental units (as

defined in section 101(27) of the Bankruptcy Code) holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before January 18, 2011 (the Governmental Unit Bar Date), which date is no less than 180 days after the Petition Date, by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so. 4. Except as otherwise set forth in any order authorizing rejection of an executory

contract or unexpired lease, all Entities holding or wishing to assert a Claim relating to the Debtors rejection of an executory contract or unexpired lease shall file proof of such Claim in writing so that it is actually received on or before 30 days after the date of the entry of any order authorizing the rejection of such contract or lease (the Rejection Claim Bar Date) by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so. 5. If the Debtors amend or supplement their Schedules subsequent to the date hereof,

the Debtors shall give notice of any amendment or supplement to Entities holding Claims directly affected thereby, and such Entities holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date, shall file proof of such Claim in writing so that it is actually received on or before 30 days from the date of service of such notice (the Amended Schedule Bar Date and, together with the General Bar Date, the Governmental Unit Bar Date, and the Rejection Claim Bar Date, the Bar Dates), by the Notice and Claims Agent or the Clerk in accordance with this Order, or be barred from doing so.

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6.

The following procedures for the filing of proofs of Claim asserting Claims

against any of the Debtors in the Chapter 11 Cases shall apply: a. Proofs of Claim must: (i) include an original signature, as copies of proofs of Claim or proofs of Claim sent by facsimile or electronic mail will not be accepted; (ii) include supporting documentation (if voluminous, a summary must be attached) or an explanation as to why documentation is not available; (iii) set forth with specificity the factual and legal basis for the alleged Claim; (iv) be in the English language; and (v) be denominated in United States currency; Any proof of Claim asserting a Section 503(b)(9) Claim must also: (i) include the value of the goods delivered to and received by the Debtors within 20 days before the Petition Date; (ii) include supporting documentation identifying the particular invoices for which the Section 503(b)(9) Claim is being asserted; and (iii) include documentation of any reclamation demand made to the Debtors under section 546(c) of the Bankruptcy Code (if applicable); Entities who wish to receive proof of receipt of their proofs of Claim from the Notice and Claims Agent or the Clerk must also include with their proof of Claim a copy of their proof of Claim and a self-addressed, stamped envelope; Each original proof of Claim, including supporting documentation, must either be filed in person or via courier service, overnight delivery, or first class U.S. mail so as to be actually received on or before the applicable Bar Date in accordance with the procedures set forth herein by either (i) the Notice and Claims Agent at Innkeepers USA Trust, c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436-2068, or (ii) the Clerk at Office of the Clerk of the Bankruptcy Court, One Bowling Green, Room 534, New York, New York 10004-1408; and Proofs of Claim will be deemed filed only when received by the Notice and Claims Agent or the Clerk in accordance with the procedures set forth herein.

b.

c.

d.

e.

7.

Entities asserting Claims against more than one Debtor shall be required to file a

separate proof of Claim with respect to each such Debtor. If more than one Debtor is listed on a proof of Claim, the Debtors shall use reasonable efforts to determine the appropriate Debtor against which the Claim should be properly asserted and shall treat the Claim as asserted against

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such Debtor listed on the proof of Claim. All Entities shall identify on their proof of Claim the holder or holders of the Claim and the particular Debtor against which their Claim is asserted and the applicable bankruptcy case number for such Debtor. 8. Entities with the following types of Claims are not required to a file a proof of

Claim on or before the applicable Bar Dates: a. any Claim for which a proof of Claim in a form substantially similar to Official Bankruptcy Form No. 10 has already been filed against the Debtors with the Notice and Claims Agent or the Clerk; any Claim listed in the Debtors Schedules or any amendments thereto, which are not (i) therein listed as contingent, unliquidated, disputed, or any combination thereof, (ii) disputed by the Entity holding such Claim as to nature, amount, or classification, and (iii) disputed by the Entity holding such Claim as an obligation of the specific Debtor against which the Claim is listed in the Schedules; any Claim which heretofore has been allowed by order of the Court; any Claim which has been paid in full by any of the Debtors; any Claim for which specific deadlines have previously been fixed by the Court; any Claim made by any of the Debtors or any direct or indirect whollyowned subsidiary of any of the Debtors holding or wishing to assert a Claim against one or more of the other Debtors; any Claim allowable under section 503(b) and 507(a)(2) of the Bankruptcy Code as an expense of administration of the Debtors estates, with the exception of Section 503(b)(9) Claims, which Section 503(b)(9) Claims shall be subject to the applicable Bar Dates; 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; provided that any such Entities holding or wishing to assert a Claim against any of the Debtors based on a transaction in any of the Debtors securities, including, without limitation, Claims for damages or rescission based on the purchase or sale of such securities, must file a proof of such Claim on or prior to the applicable Bar Date; provided further that the Debtors reserve all rights with respect to any such Claims including, inter alia, to assert that such Claims are subject to subordination pursuant to section 510(b) of the Bankruptcy Code; 5
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b.

c. d. e. f.

g.

h.

i.

any Claim made by the Representatives relating to their respective Loan Obligations (each, as defined in the Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361, 362, and 363 [Docket No. 402]); any Claim by any current officer or director for indemnification, contribution, or reimbursement; and any Claim against any non-Debtor affiliate of the Debtors.

j. k. 9.

The filing of a proof of Claim shall be deemed to satisfy the procedural

requirements for the assertion of administrative priority claims under section 503(b)(9) of the Bankruptcy Code.3 10. Nothing in this Order shall prejudice the right of the Debtors or any other party in

interest to dispute or assert offsets or defenses to any Claim listed in the Schedules. 11. Pursuant to Bankruptcy Rule 3003(c)(2), any Entity that is required to file a proof

of Claim in the Chapter 11 Cases but that fails to do so by the applicable Bar Date shall be forever barred, estopped, and enjoined from: (a) asserting any Claim against any of the Debtors that such Entity has that (i) is in an amount that exceeds the amount, if any, that is set forth in the Schedules or (ii) is of a different nature or in a different classification than is set forth in the Schedules (any such Claim referred to as an Unscheduled Claim); and (b) voting upon, or receiving distributions under, any chapter 11 plan in the Chapter 11 Cases in respect of an Unscheduled Claim; and the Debtors and their property shall be forever discharged from any and all indebtedness or liability with respect to all such Unscheduled Claims.

Nothing herein is intended to preclude any party from filing a request with the Court for payment of administrative claims pursuant to section 503 of the Bankruptcy Code; provided, however, that requests for payment of section 503(b)(9) claims will be considered timely only if they are filed by the General Bar Date, or if applicable, the Governmental Unit Bar Date.

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12.

The Debtors shall mail one or more proof of Claim forms (as appropriate)

substantially similar to the proof of Claim form attached to the Application as Exhibit B (the Proof of Claim Form), which is hereby approved, indicating on the form how the Debtors have listed such Entitys Claim in the Schedules (including whether the Claim has been scheduled as any of contingent, unliquidated, or disputed). 13. A copy of the notice substantially in the form attached to the Application as

Exhibit C (the Bar Date Notice) is approved and shall be deemed adequate and sufficient notice if served by first-class mail no less than 35 days prior to the General Bar Date on: a. b. c. d. e. f. g. h. i. j. k. l. 14. the U.S. Trustee; counsel to the Creditors Committee; all Entities that have requested notice of the proceedings in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002; all Entities that have filed proofs of Claim against the Debtors; all known holders of potential Claims against the Debtors, including all Entities listed in the Schedules as holding Claims; the Debtors prepetition secured lenders or their counsel; counsel to Apollo Investment Corporation; all Entities to the Debtors franchise agreements or their counsel; all Entities to executory contracts and unexpired leases with the Debtors listed in the Schedules; all Entities to litigation with the Debtors; the attorneys general for each of the states in which any of the Debtors conducts a substantial amount of its business operations; and the Internal Revenue Service.

Pursuant to Bankruptcy Rule 2002(f), the Debtors shall publish a form of the

Bar Date Notice substantially in the form attached as Exhibit D to the Application in the national

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edition of The USA Today on one occasion no less than 28 days before the earliest Bar Date, which publication is hereby approved and shall be deemed good, adequate, and sufficient publication notice of the Bar Dates. 15. Entry of this Order is without prejudice to the right of the Debtors to seek further

orders of the Court fixing a date or dates by which Entities holding or wishing to assert Claims or interests not subject to the Bar Dates established herein must file such proofs of Claim or interest or be barred from doing so. 16. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 17. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 18. The Debtors, the Notice and Claims Agent, and the Clerk are authorized and

empowered to take such steps and perform such acts as may be necessary to implement and effectuate the terms of this Order in accordance with the Application. 19. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. New York, New York Date: September 16, 2010 /s/Shelley C. Chapman United States Bankruptcy Judge

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