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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

STIPULATION AND AGREED ORDER RESOLVING STERLING PALM BEACH, LLCS (A) MOTION FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM AND (B) RESPONSE TO DEBTORS EIGHTH OMNIBUS OBJECTION TO CLAIMS 1 Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), and Sterling Palm Beach LLC (SPB and, together with the Debtors, the Parties), through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation): RECITALS WHEREAS, on July 19, 2010 (the Petition Date), the Debtors commenced these voluntary cases under title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) and are continuing to operate their business and manage their properties as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; 2

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. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Plan (as defined herein).

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WHEREAS, on October 25, 2010, SPB filed proof of an unsecured claim for $191,013.90 on account of prepetition rent against Debtor Innkeepers USA Trust [Docket No. 1227] (the SPB Claim); WHEREAS, on May 19, 2011, the Debtors filed the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (as amended, modied, or supplemented from time to time, the Plan); WHEREAS, On May 24, 2011, the Debtors filed the 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) (the Eighth Omnibus Objection). Among other things, the Eighth Omnibus Objection

objected to the SPB Claim on grounds that the Debtors books and records indicated the Debtors were not liable for the SPB Claim; WHEREAS, On June 8, 2011, SPB filed an amended general unsecured claim for $226,301.99 against Debtor Innkeepers USA Trust [Docket No. 1828] (the Amended SPB Claim); WHEREAS, on June 16, 2011, SPB filed Sterling Palm Beach, LLCs Response to 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. 1716] (the SPB Response); WHEREAS, on June 29, 2011, the Bankruptcy Court entered an order confirming the Plan [Docket No. 1804]; WHEREAS, on July 8, 2011, SPB filed the Motion of Sterling Palm Beach, LLC for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. 503 [Docket No. 1856] (the

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SPB Administrative Claim Motion) on account of postpetition rent in the amount of $257,010.05 (the SPB Administrative Claim); WHEREAS, on July 25, 2011, Midland Loan Services, in its capacity as special servicer for the Debtors fixed rate mortgage loan, filed the Limited Objection of Midland Loan Services to the Motion of Sterling Palm Beach, LLC for Allowance of Administrative Expense Claim Pursuant to 11 U.S.C. Section 503 [Docket No. 1953]; WHEREAS, the Parties entered into negotiations and have reached a settlement in respect of, among other things, the SPB Claim, the Amended SPB Claim, and the SPB Administrative Claim. STIPULATION IT IS THEREFORE AGREED, AND UPON COURT APPROVAL HEREOF, IT SHALL BE ORDERED AS FOLLOWS: 1. Upon entry and approval of this Stipulation, the SPB Claim and Amended SPB

Claim are hereby disallowed and expunged in their entirety for all purposes, SPB shall not be entitled to receive any distributions from any of the Debtors, their estates, or their successors in their chapter 11 cases under the Plan or otherwise on behalf of such Claims, and the SPB Response shall be deemed withdrawn with prejudice. 2. Upon entry and approval of this Stipulation, the SPB Administrative Claim shall

be deemed Allowed as an Administrative Claim in the amount of $85,000 (the Allowed SPB Claim) against Innkeepers USA Trust as final payment of any and all prepetition and postpetition amounts owed by the Debtors to SPB, up to and through the Effective Date of the Remaining Debtor Plan as it relates to Innkeepers USA Trust, and the SPB Administrative Claim Motion shall be deemed withdrawn with prejudice.

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3.

The Debtors shall pay the Allowed SPB Claim in full within 21 days of Court

approval of the Stipulation. 4. The Parties acknowledge that no promise, inducement, or agreement not stated

herein has been made to them in connection with this Stipulation, and that this Stipulation constitutes the entire agreement between them. This Stipulation shall not be modified, altered, amended, or vacated without written consent of all parties hereto. Any such modification, alteration, amendment, or vacation, in whole or in part, shall be subject to the approval of the Bankruptcy Court. 5. This Stipulation may be executed in multiple counterparts, any of which may be

transmitted by facsimile or electronic mail, and each of which shall be deemed an original, but all of which together shall constitute one instrument. 6. 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 Stipulation. 7. 8. The provisions of this Stipulation are nonseverable and mutually dependent. The Bankruptcy Court retains jurisdiction with respect to all matters arising from

or related to the implementation of this Stipulation. 9. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062,

9014 or otherwise, the terms and conditions of the Order shall be immediately effective and enforceable upon its entry.

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Dated: November 14, 2011 New York, New York

/s/ Bradley S. Shraiberg Bradley S. Shraiberg (admitted pro hac vice) SHRAIBERG, FERRARA & LANDAU, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, Florida 33431 Telephone: 561-443-0800 Facsimile: 561-998-0047 Counsel for Sterling Palm Beach, LLC

/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 Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

IT IS SO ORDERED: November 14, 2011 New York, New York /s/ Shelley C. Chapman HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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