Hearing Date and Time: January 26, 2011 at 10:00 a.m.

prevailing Eastern Time

Objection Deadline: January 19, 2011 at 4:00 p.m. prevailing Eastern Time
K&E 18200665
James H.M. Sprayregen, P.C.
Paul M. Basta
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: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
NOTICE OF DEBTORS MOTION FOR ENTRY
OF AN ORDER AUTHORIZING THE DEBTORS TO ENTER INTO
SETTLEMENT AGREEMENT WITH LAW KINGDON AND CONCORD 1
PLEASE TAKE NOTICE that a hearing (the Hearing)
2
for the relief requested in the
above-referenced motion (the Motion) will be held before the Honorable Shelley C. Chapman,

1
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.

2
K&E 18200665
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 January 26, 2011 at 10:00 a.m.
prevailing Eastern Time or such other time as counsel may be heard.
PLEASE TAKE FURTHER NOTICE that any objections to the Motion: (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 to as to be actually received no later than January 19, 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 objections that are timely filed, served, and received will be considered.


2
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

3
K&E 18200665
New York, New York /s/ Paul M. Basta
Dated: January 5, 2011 James H.M. Sprayregen, P.C.
Paul M. Basta
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 and Time: January 26, 2011 at 10:00 a.m. prevailing Eastern Time
Objection Deadline: January 19, 2011 at 4:00 p.m. prevailing Eastern Time

K&E 18200665
James H.M. Sprayregen, P.C.
Paul M. Basta
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: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)

DEBTORS MOTION FOR ENTRY OF AN
ORDER AUTHORIZING THE DEBTORS TO ENTER INTO
SETTLEMENT AGREEMENT WITH LAW KINGDON AND CONCORD
1

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession
(collectively, the Debtors), file this motion (this Motion) for the entry of an order,

1
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.

2
K&E 18200665
substantially in the form attached hereto as Exhibit A (the Order), authorizing the Debtors to
enter into that certain Mutual Release and Settlement Agreement, dated December 16, 2010
(the Settlement Agreement), attached hereto as Exhibit B, by and between Debtor Innkeepers
USA Limited Partnership (Innkeepers USA LP), Law Kingdon, Inc. (Law Kingdon), and
Concord Atlantic Engineers, Inc. (Concord and, together with Innkeepers USA LP and Law
Kingdon, the Parties), regarding the Project (as defined herein). In support of this Motion, the
Debtors respectfully state as follows:
Jurisdiction
1. The United States Bankruptcy Court for the Southern District of New York
(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This
matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2).
2. Venue is proper pursuant to 28 U.S.C. 1408 and 1409.
3. The statutory bases for the relief requested herein are section 363 of title 11 of the
United States Code (the Bankruptcy Code), and Rules 6004 and 9019(a) of the Federal Rules
of Bankruptcy Procedure (the Bankruptcy Rules).
Background
4. 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

3
K&E 18200665
U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors
Committee).
5. 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 First-Day
Pleadings [Docket No. 33, as supplemented by Docket No. 516].
The Settlement Agreement
6. Pursuant to a contract dated July 28, 2003 (the Architectural Contract),
Innkeepers USA LP retained Law Kingdon, an architecture and design firm, as the architect and
lead design professional for a construction project, which included new construction, as well as
rehabilitation of existing structures, for the purposes of renovating a Courtyard by Marriott in
Atlantic City, New Jersey (the Project). Pursuant to a contract dated August 11, 2003
(the Engineering Contract), Law Kingdon retained Concord as a consultant with respect to
certain mechanical, electrical, plumbing, and fire protection engineering services for the Project.
7. The Debtors subsequently presented Law Kingdon with a demand for payment on
account of certain deficiencies, defects, errors, and/or omissions relating to Law Kingdons
performance on the Project (the Innkeepers Claim). Law Kingdon then presented the
Innkeepers Claim to Concord for resolution with respect to the portions of the Innkeepers Claim
relating to mechanical, engineering, plumbing, and fire protection.
8. Separately, Law Kingdon asserted against Innkeepers USA LP a balance due in
the amount of $32,796.46 for Law Kingdons performance of architectural services with respect
to the Project (the Law Kingdon Claim). Concord asserted against Law Kingdon a balance
due in the amount of $16,000.00 for the performance of engineering services related to the

4
K&E 18200665
Project (the Concord Claim and, together with the Innkeepers Claim and the Law Kingdon
Claim, the Claims).
9. After good faith, arms-length negotiations, Innkeepers USA LP, Law Kingdon,
and Concord entered into the Settlement Agreement to resolve the Claims and any future claims
relating to the Project. In substantial part, the Settlement Agreement provides for the following:
2

Concord Atlantic shall pay the Debtors $335,000.00 within ten business days of the
Courts entry of an order approving the Settlement Agreement.
Law Kingdon shall pay the Debtors $25,000.00 in increments of $5,000.00, payable
on the first of each month for five months, starting the first month after the Courts
entry of an order approving the Settlement Agreement.
The Debtors shall release Law Kingdon and Concord Atlantic from any and all
claims, including the Innkeepers Claim, arising out of the Project, the Architectural
Contract, and the Engineering Contract.
Law Kingdon and Concord shall release the Debtors from any and all claims,
including the Law Kingdon Claim and the Concord Claim, arising out of the Project,
the Architectural Contract, and the Engineering Contract.
Relief Requested
10. By this Motion, the Debtors request the entry of an order (a) authorizing the
Debtors to enter into the Settlement Agreement and (b) granting such other relief as is just and
proper.
Basis for Relief
I. The Terms of the Settlement Agreement Are Appropriate under Section 363(b) of
the Bankruptcy Code.
11. A debtor may sell property of the estate after notice and a hearing . . . other than
in the ordinary course of business . . . . See 11 U.S.C. 363(b)(1). See MacArthur Co. v.
Johns-Manville Corp. (In re Johns-Manville Corp.), 837 F.2d 89, 92 (2d Cir. 1988) (noting a

2
To the extent that the summary of the Settlement Agreement provided herein is inconsistent with the terms of
the Settlement Agreement, the Settlement Agreement shall control.

5
K&E 18200665
debtors insurance policies are property of the estate). The sale of property of the estate, other
than in the ordinary course of business, is authorized when there is a sound business reason
that justifies such action. See Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.),
722 F.2d 1063, 1071 (2d Cir. 1983). When a valid business justification is articulated, the law
vests the debtors decision to use, sell, or lease property out of the ordinary course of business
with a strong presumption that in making a business decision the directors of a corporation
acted on an informed basis, in good faith and in the honest belief that the action taken was in the
best interests of the company. See Official Comm. of Subordinated Bondholders v. Integrated
Res., Inc. (In re Integrated Res., Inc.), 147 BR. 650, 656 (S.D.N.Y. 1992). The business
judgment rule has vitality in chapter 11 cases and shields a debtors management from judicial
second-guessing. Id.; see Comm. of Asbestos Related Litigants and/or Creditors v. Johns-
Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986)
([T]he Code favors the continued operation of a business by a debtor and a presumption of
reasonableness attaches to a debtors management decisions).
12. Once a debtor articulates a valid business justification for its actions, courts in the
Second Circuit give great deference to the substance of the directors decision and will not
invalidate the decision, will not examine its reasonableness, and will not substitute its views for
those of the board if the latters decision can be attributed to any rational business purpose. In
re Global Crossing Ltd., 295 B.R. 726, 744 (Bankr. S.D.N.Y. 2003) (citing Paramount
Commcns Inc. v. QVC Network Inc., 637 A.2d 34, 45 n.17 (Del. 1994)); accord In re Integrated
Res., Inc., 147 B.R. at 656 (presuming, based on the business judgment rule, that in making a
business decision the directors of [the debtor] acted on an informed basis, in good faith and in the
honest belief that the action was in the best interests of the company) (quoting Smith v. Van

6
K&E 18200665
Gorkom, 488 A.2d 858, 872 (Del. 1985)); In re Johns-Manville Corp., 60 B.R. at 616. Thus, if a
debtors actions satisfy the business judgment rule, then the transaction in question should be
approved and authorized under section 363(b)(1).
13. The Debtors believe, in their reasonable business judgment, that the resolution of
the dispute embodied in the Settlement Agreement is appropriate under the circumstances. First,
the Debtors believe that the consideration given by each of the Parties pursuant to the Settlement
Agreement, including the payment to the Debtors and the releases granted by the Parties to the
Settlement Agreement, constitutes a fair resolution of the Claimsespecially given that the
Debtors are presently unaware of any additional as-yet-unasserted claims of value relating to the
Project. Second, the Settlement Agreement permits the Debtors to avoid the uncertainty and
expense of litigation. In addition, litigation would require the investment of time and resources
by the Debtors management, which is focused on the Debtors ongoing efforts to conclude their
Chapter 11 Cases. Third, the Settlement Agreement will allow the Debtors to liquidate the
Innkeepers Claim expediently and expeditiously for the benefit of their estates, as opposed to
permitting the dispute to linger unresolved. Accordingly, the Debtors respectfully submit that
entry into the Settlement Agreement is a sound exercise of the Debtors reasonable business
judgment.
II. The Court Has the Authority to Approve the Settlement Agreement under
Bankruptcy Rule 9019.
14. Bankruptcy Rule 9019(a) provides that [o]n motion by the [debtor in possession]
and after notice and a hearing, the court may approve a compromise or settlement. Fed. R.
Bankr. P. 9019(a). In granting a motion pursuant to Rule 9019(a), a court must find that the
proposed settlement is fair and equitable, and in the best interests of the estate. Protective
Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424

7
K&E 18200665
(1968); Fisher v. Pereira (In re 47-49 Charles St., Inc.), 209 B.R. 618, 620 (S.D.N.Y. 1997);
Airline Pilots Assn, Intl v. Am. Natl Bank and Trust Co. of Chicago (In re Ionospheres Clubs),
Inc., 156 B.R. 414, 426 (S.D.N.Y. 1993), affd 17 F.3d 600 (2d Cir. 1994).
15. The decision to approve a particular settlement lies within the sound discretion of
the bankruptcy court. Nellis v. Shugrue, 165 B.R. 115, 122 (S.D.N.Y. 1994). It is the
responsibility of the court to examine a settlement and determine whether it falls below the
lowest point in the range of reasonableness. Cosoff v. Rodman, (In re W.T. Grant Co.), 699
F.2d 599, 608 (2d Cir. 1983); In re Spielfogel, 211 B.R. 133, 144 (Bankr. E.D.N.Y. 1997).
Additionally, a court may exercise its discretion in light of the general public policy favoring
settlements. In re Hibbard Brown & Co., 217 B.R. 41, 46 (Bankr. S.D.N.Y. 1998).
16. While a court must evaluate . . . all . . . factors relevant to a full and fair
assessment of the wisdom of the proposed compromise, Anderson, 390 U.S. at 424-25, a court
need not conduct a mini-trial of the merits of the claims being settled, In re W.T. Grant Co., 699
F.2d at 608, or conduct a full independent investigation. In re Drexel Burnham Lambert Group,
Inc., 134 B.R. 493, 496 (Bankr. S.D.N.Y. 1991). [T]he bankruptcy judge does not have to
decide the numerous questions of law and fact . . . . The court need only canvass the settlement
to determine whether it is within the acceptable range of reasonableness. Nellis, 165 B.R. at
123 (internal citations omitted).
17. The Debtors maintain that the Settlement Agreement is fair and equitable, and in
the best interests of the estates. The Debtors carefully negotiated the Settlement Agreement at
arms length and in good faith. By entering into the Settlement Agreement and avoiding a
potentially prolonged litigation (and the related professional fees) in pursuit of an uncertain
outcome, the Debtors will recover within the next five months a total of $360,000.00 for the

8
K&E 18200665
benefit of their estates. Moreover, the Debtors management and professionals are presently
investing their time and resources in other matters critical to the Chapter 11 Cases, and approval
of the Settlement Agreement will allow the Debtors to continue these efforts without additional
distraction attributable to the Claims. As such, the Debtors submit that the terms of the
Settlement Agreement satisfy the Second Circuits standard for approving a compromise, and
respectfully request that the Court approve the Settlement Agreement.
Motion Practice
18. This Motion includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated, and a discussion of their application to this
Motion. Accordingly, the Debtors submit that this Motion satisfies Rule 9013-1(a) of the Local
Bankruptcy Rules for the Southern District of New York.
Waiver of Bankruptcy Rule 6004(a) and 6004(h)
19. To implement the foregoing successfully, the Debtors seek a waiver of the notice
requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use,
sale, or lease of a property under Bankruptcy Rule 6004(h).
The Debtors Reservation of Rights
20. Nothing in the Motion or the Order shall be deemed or construed as: (a) an
admission as to the validity or priority of any claim against the Debtors; (b) a waiver of the
Debtors rights to dispute any claim; or (c) an approval or assumption of any agreement,
contract, or lease pursuant to section 365 of the Bankruptcy Code.
Notice
21. The Debtors have provided notice of this Motion to: (a) 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

9
K&E 18200665
maintained by Omni Management Group, LLC, the Debtors notice and claims agent;
(b) counsel to Law Kingdon; and (c) counsel to Concord. The Debtors respectfully submit that
no further notice is necessary.
No Prior Request
22. No prior motion for the relief requested herein has been made to this or any other
court.


K&E 18200665
WHEREFORE, the Debtors respectfully request that the Court enter an order,
substantially in the form attached hereto as Exhibit A, granting the relief requested herein and
granting such other relief as is just and proper.
New York, New York /s/ Paul M. Basta
Dated: January 5, 2011 James H.M. Sprayregen, P.C.
Paul M. Basta
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 Street
Chicago, Illinois 60654-3406
Telephone: (312) 862-2000
Facsimile: (312) 862-2200

Counsel to the Debtors
and Debtors in Possession




K&E 18200665
EXHIBIT A
Proposed Order



K&E 18200665
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
ORDER AUTHORIZING THE DEBTORS TO ENTER INTO
SETTLEMENT AGREEMENT WITH LAW KINGDON AND CONCORD
1

Upon the motion (the Motion)
2
of the Debtors, as debtors and debtors in possession,
for the entry of an order (this Order) (a) authorizing the Debtors to enter into the Settlement
Agreement and (b) granting such other relief as is just and proper; 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. The Motion is granted to the extent provided herein.

1
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.
2
All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

2

K&E 18200665
2. The Settlement Agreement is approved in all respects.
3. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion, including entry into and
performance of the Settlement Agreement.
4. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
5. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
6. 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

United States Bankruptcy Judge



K&E 18200665
EXHIBIT B
Settlement Agreement

MUTUAL RELEASE & SETTLEMENT AGREEMENT
\VHEREAS, Innkeepers USA Limited Partnership ("Innkeepers") is the
owner of a certain construction project located in Atlantic City, New Jersey which
mcluded new construction as well as, rehabilitation of existing structures for the
purposes of renovating a Courtyard by Marriott Hotel (hereinafter referred to a
''The Project"); and
WHEREAS, Law Kingdon was retained by Innkeepers as the architect and
the lead design professional for the project pursuant to a certain contract dated
July 28, 2003 (hereinafter referred to "The Architectural Contract") a copy of
which is attached hereto as Exhibit A; and
WHEREAS, Law Kingdon retained Concord Atlantjc Engineers as a
consultant with respect to certain mechanical, electrical, plumbing, and fire
protection engineering services pursuant to a certain contract and scope of work
dated August 11, 2003 (hereinafter collectively referred to a "The Engineering
Contract") a copy of which is attached hereto as Exhibit B; and
WHEREAS, Innkeepers bas presented Law Kingdon with a demand for
payment of various change orders alleged to implicate the performance of the
architectural and engineering disciplines (hereinafter referred to as "The Claim") a
copy of which is attached hereto as Exhibit C; and
WHEREAS, Law Kingdon had presented the claim to Concord Atlantic
Engineers for resolution with respect to the mechanical, engineering, plumbing
and fire protection change orders; and
WHEREAS, Law Kingdon has asserted against Innkeepers a balance due in
the amount of $32,796.46 outstanding for its performance of architectural services
with respect to The Project; and
WHEREAS, Concord Atlantic Engineers has asserted against Law
Kingdon a balance due in the amount of $16,000.00 for the performance of
engineering services related to The Project; and
WHEREAS, Innkeepers has sought protection under the bankruptcy code
Page I of 7
and has filed a Chapter 11 petition with the Bankruptcy Court for the Southern
District ofNew York ("Bankruptcy Court"); and
\VHEREAS, this Mutual Release and Settlement Agreement is contingent
upon the approval of the same by the Bankruptcy Court; and
WHEREAS, as a result of continued negotiations Innkeepers, Law
Kingdon and Concord have resolved their differences with respect to the various
claims advanced by and between Innkeepers, Law Kingdon, and Concord and now
wish to enter into this Mutual Release and Setllement Agreement as to any and all
claims which have been brought, or which couJd have been brought, in lieu of
litigation;
NOW THEREFORE, in consideration of the foregoing facts and in mutual
covenants and agreements herein contained, The Parties enter into this Mutua]
Release and Settlement Agreement (hereinafter referred to as "The Agreement")
effective November 19, 20 l 0 as follows:
1. RELEASE:
Innkeepers, and its affiliates, hereby and forever releases and
discharges Law Kingdon and Concord Atlantic Engineers, their
affi] iates, and their respective principals, employees, agents,
insurers, successors and assigns, from any and all claims
arising from The Project, The Architectural Contract, The
Engineering Contract and/or The Claim, and/or any other
claims which have been brought, or which could have been
brought by Innkeepers or its affiliates as against Law Kingdon
and/or Concord Atlantic Engineers to the same extent that the
entire controversy doctrine would have applied had litigation
been instituted by and between The Parties.
Law Kingdon, and its affiliates, hereby and forever releases
and discharges Innkeepers and Concord Atlantic Engineers,
their affiliates, and their respective principals, employees,
agents, insurers, successors and assigns, from any and all
claims arising from The Project, The Architectural Contract,
The Engineering Contract and/or The Claim, and/or any other
Page 2 of 7
Parties:
claims which have been brought, or which could have been
brought by Law Kingdon or its affiliates as against Innkeepers
and/or Concord Atlantic Engineers to the same extent that the
entire controversy doctrine would have applied had litigation
been instituted by and between The Parties.
Concord Atlantic Engineers, and its affil iates, hereby and
forever release and discharge Innkeepers and Law Kingdon,
their affiliates, and their respective principals, employees,
agents, insurers, successors and assigns from any and all claims
arising from The The Architectural Contract, The
Engineering Contract and/or The Claim, and/or any other
claims which have been brought, or which could have been
brought by Concord Atlantic Engineers as against Innkeepers
and/or Law Kingdon to the same extent that the entire
controversy doctrine would have applied had litigation been
instituted by and between The Parties.
2. CO SID ERA TIO :
In consideration of the Releases heretofore g1ven by the
a. Concord Atlantic Engineers shall pay or shall cause to be
paid to Innkeepers the sum of Three Hundred Thirty Five
Thousand ($335,000.00) Dollars, as a lump sum payment
within ten ( 1 0) business days from the date this
Agreement shall be approved by the Bankruptcy Court,
in full and final settlement of any and all claims that
have been brought or which could have been brought by
Innkeepers USA against Concord Atlantic Engineers;
b. Law Kingdon shall pay or shall cause to be paid to
Innkeepers the sum of Twenty Five Thousand
($25,000.00) Dollars, in increments of Five Thousand
Dollars ($5,000.00) payable on the fi rst of each month
for five (5) months beginning the first month after the
Page 3 of 7
Agreement is approved by the Bankruptcy Court, in full
and final settlement of any and all claims that have been
brought or which could have been brought by Innkeepers
USA against Law Kingdon;
c. It is agreed and understood that each of the Parties shall
be solely responsible for the satisfaction of their
individual settlement contribution and none of the
Parties shall be construed as a guarantor of the settlement
obligations of any of the other Parties. A default of any
of the payment obligations herein shall not void this
Agreement, but shall simply vest the right to file legal
proceedings to enforce that provision of this Agreement
by the Parties aggrieved by such default.
3. SUCCESSIVE LITIGATION/CLAIMS:
It is agreed among The Parties that Concord Atlantic Engineers
and Law Kingdon are settling out completely from the matters
giving rise to the Claim and it is specifically intended by The
Parties by way of this Agreement and specifically this
paragraph that Concord Atlantic Engineers and Law Kingdon
shall never be required to appear as a party in any successive
litigation and/or claim by or among Innkeepers and any third
party relating to the matters covered by this Agreement.
Innkeeper agrees to take whatever action necessary to
effectuate the purpose of this provision, including but not
liiiUted to a defense and indemnification of Concord Atlantic
Engineers and Law Kingdon in the event of such claims. The
foregoing expressly does not include future third party claims
for personal injury and/or property damage unknown to
hmkeepers at the time of execution of this Agreen1ent.
4. REPRESENTATIONS CONCERNING REPAIRS:
Innkeepers USA represents that the deficiencies, defects, errors
Page 4 of 7
and/or omissions which form the basis of the Claim and for
which compensation has been sought by Innkeepers USA have
been remedied in compliance with all applicable laws, codes
and standards. It is expressly agreed and understood by the
Parties hereto that the Parties are entermg into this Agreement
to avoid any future claims and/or litigation by any entity or
individual based on the claims which have been advanced
herein.
5. 0 ADl\flSSION OF LIABILITY:
Nothing contained in this Agreement, nor the execution of the
same, shall be construed as an admission of liability.
acknowledgment of the merits of the Litigation, or an
acknowledgment of any of the defenses raised in this Litigation
by the settling Parties.
6. JURISDICTIO :
This Agreement shall be interpreted in accordance with the
laws of the State of New Jersey. The Bankruptcy Court shall
retain jurisdiction to hear and determine all matters arising
from or related to the implementation, interpretation, and/or
enforcement of this Agreement ..
7. COPIES AND COUNTERPARTS:
This Agreement may be executed in counter-parts by all of
The Parties. Facsimile copies of the same shall be treated with
the same force and effect as originals.
8. BI DING EFFECT:
This Agreement binds and applies to The Parties, their
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affiliates, and their respective principals, owners, directors,
officers, employees, agents, insurers, successors, creditors
and/or assigns.
9. AUTHORITY:
The individuals executing this Release represent that they do so
with the full authority to bind the Parties to this Agreement.
10. BANKRUPTCY CONTINGENCY:
This Agreement and the settlement between the Parties shall be
subject to the approval of the Bankruptcy Court of the Southern
District ofFiorida.
11. ENTIRE AGREEMENT:
This Agreen1ent constitutes the entire agreement between the
parties hereto with respect to the transactions contemplated
hereby and supersedes all prior discussions, understandings,
agreements and negotiations between the parties hereto. This
Agreement may be modified only by a written instrument duly
executed by the parties hereto.
12. SIGNATURES:
INNKEEPERS USA LIMITED PARTNERSHIP
By: Innkeepers Financial Corporation, its Genera] Partner
Dated: __ lt+-/_2-_z...--1-} _t _-o _ __ _
r /
HY:
27. 5i?117H AlA
,
HY:
LAW KINGDON
BY: __________ _
CONCORD ATLANTIC ENGINEERS
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Dated: ______

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