) In re: ) Chapter 11 ) INNKEEPERS USA TRUST, et al., 1 ) Case No. 10- ( ) ) Debtors. ) Joint Administration Requested )

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1 James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY Telephone: (212) Facsimile: (212) and Anup Sathy, P.C. (pro hac vice pending) Marc J. Carmel (pro hac vice pending) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL Telephone: (312) Facsimile: (312) Proposed 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- ( ) ) Debtors. ) Joint Administration Requested ) DEBTORS APPLICATION FOR THE ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF OMNI MANAGEMENT GROUP, LLC AS NOTICE AND CLAIMS AGENT FOR THE DEBTORS AND DEBTORS IN POSSESSION 1 1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor s 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); (continued on next page)

2 Innkeepers USA Trust, and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors ), file this application (this Application ) for the entry of an order substantially in the form attached hereto as Exhibit A, (a) authorizing the retention and employment of Omni Management Group, LLC ( Omni ) as the Debtors noticing and claims agent and (b) granting such other relief as is just and proper. In support of this Application, the Debtors submit the Declaration of Brian Osborne, a member of Omni (the Osborne Declaration ), which is attached hereto as Exhibit B and incorporated by reference. In further support of this Application, the Debtors respectfully state as follows: 2 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 Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); 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 Information regarding the Debtors business, the background of these Chapter 11 Cases (as defined herein), and further facts and circumstances supporting this Application are set forth in the Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day Pleadings (the First Day Declaration ), filed contemporaneously herewith. 2

3 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 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 and The statutory bases for the relief requested herein are section 156(c) of title 28 of the United States Code, Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules ). Relief Requested 4. By this application, the Debtors seek entry of an order (a) authorizing the retention and employment of Omni as the Debtors noticing and claims agent in accordance with the terms and conditions set forth in that certain engagement letter by and among the Debtors and Omni, dated as of June 10, 2010 (the Engagement Letter ), a copy of which is attached hereto as Schedule 1 to the proposed order attached hereto as Exhibit A and (b) granting such other relief as is just and proper. Background 5. On the date hereof (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 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 or examiner has been made in the Chapter 11 Cases, and no committees have been appointed or designated. Concurrently with the filing of this Application, the Debtors have requested procedural consolidation and joint administration of the Chapter 11 Cases. 3

4 Omni s Qualifications and Services 6. The Debtors estimate they have more than 5,000 potential creditors and other parties in interest. Pursuant to the protocol of the United States Bankruptcy Court for the Southern District of New York, the Debtors have engaged the services of Omni as approved claims and noticing agent. 7. Accordingly, the Debtors propose to engage Omni to act as the notice and claims agent in these Chapter 11 Cases, and they respectfully submit that this retention is the most effective and efficient manner of noticing the thousands of creditors and parties in interest of the filing of the Debtors Chapter 11 Cases and other developments in the Chapter 11 Cases. I. Omni s Qualifications 8. As a specialist in legal administration services, Omni provides comprehensive solutions to design legal notice programs and manage claims issues for chapter 11 cases. With respect to chapter 11 case management, Omni specializes in noticing, claims processing, and other administrative tasks necessary to operate chapter 11 cases effectively. Omni is one of the country s leading chapter 11 administrators, with substantial experience in matters of this size and complexity. Indeed, Omni has acted as the official notice and claims agent in many large bankruptcy cases pending in this and other districts nationwide. 3 See, e.g., In re AGT Crunch Acquisition, LLC, Case No (Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Resources, Ltd., Case No (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No (Bankr. C.D. Cal. Oct. 8, 2008); In re ComUnity Lending, Inc., Case No (Bankr. N.D. Cal. Jan. 22, 2008); In re Refco Inc., Case No Because of the voluminous nature of the orders cited herein and in paragraph 21 hereof, the orders are not attached to the Application. Copies of these orders are available on request of Debtors counsel. 4

5 (Bankr. S.D.N.Y. Jan. 19, 2006); In re Owens Corning Sales, LLC, Case No (Bankr. D. Del. Oct. 5, 2000). II. Services To Be Provided 9. The Debtors request the retention and employment of Omni to render noticing and claims processing services under the terms of the Engagement Letter. At the request of the Debtors or the Clerk s Office, Omni will provide, among other things, the following administrative services to the Debtors: (a) Preparation and distribution of required notices in these Chapter 11 Cases to all potential creditors and parties in interest, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules as determined by the Debtors counsel, including: (i) (ii) (iii) (iv) a notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; notices of objections to claims (if necessary); notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Chapter 11 Cases; (b) (c) (d) (e) Maintenance of an official copy of the Debtors schedules of assets and liabilities and statement of financial affairs (collectively, the Schedules ), listing the Debtors known potential creditors and the amounts owed thereto; Providing access to the public for examination of copies of the proofs of claim or proofs of interest filed in these Chapter 11 Cases without charge during regular business hours (if necessary); Furnishing a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court; Filing with the Clerk s Office an affidavit or certificate of service, which includes a copy of the notice, a list of persons to whom it was mailed (in 5

6 alphabetical order), and the date and manner mailed, within ten (10) days of service; (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) Docketing all claims received by the Clerk s Office or otherwise as authorized by the Court and maintaining the official claims registers (the Claims Register ) for each Debtor on behalf of the Clerk s Office, and providing the Clerk s Office with certified duplicate, unofficial Claims Registers on a monthly basis, unless otherwise directed; Recording all transfers of claims, pursuant to Bankruptcy Rule 3001(e), and providing any notices of such transfers required by Bankruptcy Rule 3001(e); Specifying, in the applicable Claims Register, the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the names and addresses of the claimant and agent, and, if applicable, who filed the claim; and (iv) the asserted amount and classification(s) of the claim (e.g., secured, unsecured, priority, and the like); Relocating, by messenger, all of the actual proofs of claim filed with the Court to Omni, not less than weekly; Upon completion of the docketing process for all claims received to date by the Clerk s Office for each case, turning over to the Clerk s Office copies of the Claims Register for the Clerk s Office s review; Making changes in the Claims Registers pursuant to Court Order; Maintaining the official mailing list for each Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party in interest or the Clerk s Office; Assisting with, among other things, solicitation and calculation of votes, and distributions, as required, in furtherance of confirmation of chapter 11 plan(s); Providing such other claims processing, noticing, and administrative services as may be requested from time to time by the Debtors; Filing with the Court the final version of the Claims Register immediately before the closing of these Chapter 11 Cases; Thirty (30) days prior to the close of these Chapter 11 Cases, an order dismissing Omni shall be submitted terminating the services of Omni upon completion of its duties and responsibilities and upon the closing of these cases; and 6

7 (q) At the close of these Chapter 11 Cases, boxing and transporting all original documents, in proper format, as provided by the Clerk s Office, to the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee s Summit, Missouri In addition to the foregoing, Omni will assist the Debtors with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) gathering data in conjunction with the preparation of the Debtors schedules of assets and liabilities and statements of financial affairs; (c) tracking and administration of claims; and (d) performing other administrative tasks pertaining to the administration of these Chapter 11 Cases as may be requested by the Debtors or the Clerk s Office in accordance with the terms of the Engagement Letter. III. Compensation 11. The fees Omni will charge in connection with its services to the Debtors are set forth in the Engagement Letter. The Debtors respectfully submit that Omni s rates are competitive and comparable to the rates Omni s competitors charge for similar services. Indeed, the Debtors conducted a review and competitive comparison of a number of other firms and reviewed their rates prior to selecting Omni as agent in accordance with the terms of the Court s protocol for the retention of claims agents. The Debtors believe Omni s rates are reasonable given the quality of Omni s services and Omni s prior bankruptcy expertise. The Debtors paid Omni a retainer of $50,000 on or around June 16, Additionally, Omni will seek reimbursement from the Debtors for reasonable expenses in accordance with the terms of the Engagement Letter. 12. The fees and expenses incurred by virtue of Omni performing the services described above shall be administrative expenses of the Debtors estates and shall be paid by the Debtors in the ordinary course in accordance with the Engagement Letter upon receipt of an 7

8 invoice from Omni, unless Omni is advised within 30 days of receipt of the invoice that the Debtors object to the invoice, in which case (unless the objection is resolved consensually) the Debtors will schedule a hearing before the Court to consider the disputed invoice. In such case, the Debtors shall remit to Omni only the undisputed portion of the invoice and, if applicable, shall pay the remainder to Omni upon resolution by the Court with respect to the disputed portion. Notwithstanding the foregoing, Omni may require prepayment from the Debtors under certain circumstances as set forth in the Engagement Letter. 13. Omni will comply with all requests of the Clerk s Office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of section 156(c) of title 28 of the United States Code. IV. Omni s Disinterestedness 14. The Debtors have many creditors, and accordingly, Omni may have rendered and may continue to render services to certain of these creditors. Omni has not and will not represent the separate interests of any such creditor in these Chapter 11 Cases. Additionally, Omni employees may, in the ordinary course of their personal affairs, have relationships with certain creditors of the Debtors. For example, one or more of Omni s employees may have obligations outstanding with financial institutions that are creditors of the Debtors or may have used the Debtors services. 15. Although the Debtors do not propose to retain Omni under section 327 of the Bankruptcy Code, Omni has reviewed its electronic database and, to the best of its knowledge and except to the extent disclosed herein and in the Osborne Declaration, Omni does not (a) hold or represent an interest materially adverse to the Debtors estates or (b) have any materially adverse connection to the Debtors, their creditors, or other relevant parties. 8

9 16. To the extent that Omni discovers any new relevant facts or relationships bearing on the matters described herein during the period of its retention, Omni will use reasonable efforts to supplement the Osborne Declaration. 17. In connection with its retention as notice and claims agent, Omni represents, among other things, that: (a) (b) (c) (d) Omni will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the notice and claims agent in these Chapter 11 Cases; By accepting employment in these Chapter 11 Cases, Omni waives any rights to receive compensation from the United States government; In its capacity as the notice and claims agent in these Chapter 11 Cases, Omni will not be an agent of the United States and will not act on behalf of the United States; and Omni will not employ any past or present employees of the Debtors in connection with its work as the notice and claims agent in these Chapter 11 Cases. Basis for Relief 18. Section 156(c) of title 28 of the United States Code, which governs the staffing and expenses of bankruptcy courts, authorizes the Court to use facilities or services other than the Clerk s Office for administration of bankruptcy cases. Section 156(c) provides as follows: 28 U.S.C. 156(c). Any court may utilize facilities or services, either on or off the court s premises, which pertain to the provision of notices, dockets, calendars, and other administrative information to parties in cases filed under the provisions of title 11, United States Code, where the costs of such facilities or services are paid for out of the assets of the estate and are not charged to the United States. The utilization of such facilities or services shall be subject to such conditions and limitations as the pertinent circuit council may prescribe. 9

10 19. In addition, Rule (a) of the Local Bankruptcy Rules provides, in relevant part, as follows: S.D.N.Y. LBR (a) The Court may direct, subject to the supervision of the Clerk, the use of agents either on or off the Court s premises to file Court records, either by paper or electronic means, to issue notices, to maintain case dockets, to maintain Judges calendars, and to maintain and disseminate other administrative information where the costs of such facilities or services are paid for by the estate. 20. To help manage notice and other administrative tasks with respect to the thousands of creditors, equity security holders, and other parties in interest that are expected to be involved in the Debtors Chapter 11 Cases, the Debtors seek an order appointing Omni as the notice and claims agent in these Chapter 11 Cases pursuant to both 28 U.S.C. 156(c) and Local Bankruptcy Rule to relieve the Court and the Clerk s Office of these heavy administrative burdens. 21. Furthermore, the Debtors respectfully submit that the fees and expenses that would be incurred by Omni under the proposed engagement would be administrative in nature and, therefore, should not be subject to standard fee application procedures of professionals. Courts in this jurisdiction and others have approved relief similar to the relief requested in this Application, recognizing the efficacy of appointing Omni as notice and claims agent and compensating Omni on an administrative priority basis as proposed herein. See, e.g., In re AGT Crunch Acquisition, LLC, Case No (Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Resources, Ltd., Case No (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No (Bankr. C.D. Cal. Oct. 8, 2008); In re ComUnity Lending, Inc., Case No (Bankr. N.D. Cal. Jan. 22, 2008); In re Refco Commodity Mgmt., Inc., Case No (Bankr. S.D.N.Y. Nov. 15, 2006); In re Refco, LLC., Case No. 10

11 (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Corning Sales, LLC, Case No (Bankr. D. Del. Oct. 5, 2000). 22. In connection with the retention of notice and claims agents in chapter 11 cases, the Court has promulgated a protocol to ensure the use of competitive process in the selection of claims agents in instances where the Court has authorized such use under 28 U.S.C. 156(c). S.D.N.Y. Protocol for the Employment of Claims Agents (Bankr. S.D.N.Y. Jan. 23, 2008) (the Claims Agents Protocol ). 23. In compliance with the Claims Agents Protocol, the Debtors obtained and reviewed engagement proposals from four court-approved notice and claims agents. First, the Debtors provided each of the four potential notice and claims agents with basic facts about the Debtors case and asked each notice and claims agent to submit a written proposal based on the facts. The Debtors corresponded with the candidate firms and asked each case-specific pricing questions. In the end, the Debtors chose Omni as their notice and claims agent based on Omni s superior capability and price terms. Motion Practice 24. This Application 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 Application. Accordingly, the Debtors submit that this Application satisfies Local Bankruptcy Rule (a). Notice 25. The Debtors have provided notice of this Application to: (a) the Office of the United States Trustee for the Southern District of New York; (b) the entities listed on the Consolidated List of Creditors Holding the 50 Largest Unsecured Claims; (c) the Debtors prepetition secured lenders or, if known, their counsel; (d) counsel to the agent for the Debtors 11

12 proposed postpetition secured lenders; (e) counsel to Apollo Investment Corporation; (f) the parties to the Debtors franchise agreements or, if known, their counsel; (g) the attorneys general for each of the States in which any of the Debtors conduct a substantial amount of its business operations; (h) the Internal Revenue Service; and (i) those parties who have formally filed a request for notice in the Chapter 11 Cases pursuant to Bankruptcy Rule No Prior Request 26. No prior request for the relief sought in this Application has been made to this or any other court. 12

13 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 Dated: July 19, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY Telephone: (212) Facsimile: (212) and Anup Sathy, P.C. Marc J. Carmel KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL Telephone: (312) Facsimile: (312) Proposed Counsel to the Debtors and Debtors in Possession

14 EXHIBIT A Proposed Order

15 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) INNKEEPERS USA TRUST, et al., 1 ) Case No. 10- ( ) ) Debtors. ) Joint Administration Requested ) ORDER AUTHORIZING AND APPROVING THE RETENTION AND EMPLOYMENT OF OMNI MANAGEMENT GROUP, LLC AS NOTICE AND CLAIMS AGENT FOR THE DEBTORS AND DEBTORS IN POSSESSION 1 1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor s 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 Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); 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 (continued on next page)

16 Upon the application (the Application ) 2 of the Debtors, as debtors and debtors in possession (collectively, the Debtors ), for entry of an order (this Order ) authorizing the Debtors to retain and employ Omni as their noticing and claims agent, all as more fully set forth in the Application and the Engagement Letter; and upon the First Day Declaration and the Osborne Declaration; and the Court having found that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C and 1409; and the Court having found that the relief requested in the Application is in the best interests of the Debtors estates, their creditors, and other parties in interest; and the Debtors having provided appropriate notice of the Application and the opportunity for a hearing on the Application under the circumstances; and the Court having reviewed the Application and having heard the statements in support of the relief requested therein before the Court (the Hearing ); and the Court having determined that the legal and factual bases set forth in the Application and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. The Application is granted to the extent provided herein. headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application. 2

17 2. The Debtors are authorized to retain Omni as their notice and claims agent in accordance with the terms and conditions set forth in the Application and in the Engagement Letter attached hereto as Schedule Omni is authorized to provide the Debtors with the services described in the Application and the Engagement Letter. Specifically, but without limitation, Omni will render the following services: (a) Preparation and distribution of required notices in these Chapter 11 Cases to all potential creditors and parties in interest, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules as determined by the Debtors counsel, including: (i) (ii) (iii) (iv) a notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; notices of objections to claims (if necessary); notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Chapter 11 Cases; (b) (c) (d) (e) Maintenance of an official copy of the Debtors schedules of assets and liabilities and statement of financial affairs (collectively, the Schedules ), listing the Debtors known potential creditors and the amounts owed thereto; Providing access to the public for examination of copies of the proofs of claim or proofs of interest filed in these Chapter 11 Cases without charge during regular business hours (if necessary); Furnishing a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court; Filing with the Clerk s Office an affidavit or certificate of service, which includes a copy of the notice, a list of persons to whom it was mailed (in alphabetical order), and the date and manner mailed, within ten (10) days of service; 3

18 (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Docketing all claims received by the Clerk s Office or otherwise as authorized by the Court and maintaining the official claims registers (the Claims Register ) for each Debtor on behalf of the Clerk s Office, and providing the Clerk s Office with certified duplicate, unofficial Claims Registers on a monthly basis, unless otherwise directed; Recording all transfers of claims, pursuant to Bankruptcy Rule 3001(e), and providing any notices of such transfers required by Bankruptcy Rule 3001(e); Specifying, in the applicable Claims Register, the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the names and addresses of the claimant and agent, and, if applicable, who filed the claim; and (iv) the asserted amount and classification(s) of the claim (e.g., secured, unsecured, priority, and the like); Relocating, by messenger, all of the actual proofs of claim filed with the Court to Omni, not less than weekly; Upon completion of the docketing process for all claims received to date by the Clerk s Office for each case, turning over to the Clerk s Office copies of the Claims Register for the Clerk s Office s review; Making changes in the Claims Registers pursuant to Court Order; Maintaining the official mailing list for each Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party in interest or the Clerk s Office; Assisting with, among other things, solicitation and calculation of votes, and distributions, as required, in furtherance of confirmation of chapter 11 plan(s); Providing such other claims processing, noticing, and administrative services as may be requested from time to time by the Debtors; Filing with the Court the final version of the Claims Register immediately before the closing of these Chapter 11 Cases; Thirty (30) days prior to the close of these Chatper 11 Cases, an order dismissing Omni shall be submitted terminating the services of Omni upon completion of its duties and responsibilities and upon the closing of these cases; and At the close of the Chatper 11 Cases, boxing and transporting all original documents, in proper format, as provided by the Clerk s Office, to the 4

19 Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee s Summit, Missouri In addition to the foregoing, Omni is authorized to assist with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) gathering data in conjunction with the preparation of the Debtors schedules of assets and liabilities and statements of financial affairs; (c) tracking and administration of claims; and (d) performing other administrative tasks pertaining to the administration of these Chapter 11 Cases as may be requested by the Debtors or the Clerk s Office in accordance with the terms of the Engagement Letter. 5. The Debtors are authorized to pay Omni s fees and expenses as set forth in the Engagement Letter in the ordinary course of business without the necessity of Omni filing fee applications with this Court. Without further Order of the Court, the Debtors are authorized to compensate Omni in accordance with the terms and conditions of the Engagement Letter, upon Omni s submission to the Debtors of invoices summarizing in reasonable detail the services rendered and expenses incurred in connection therewith. 6. The fees and expenses of Omni incurred in performance of these services are to be treated as an administrative expense of the Debtors estates and shall be paid by the Debtors upon receipt of each invoice from Omni, unless Omni is advised, within 30 days of receipt of the invoice, that the Debtors object to the invoice, in which case (unless the objection is resolved consensually), the Debtors will schedule a hearing before the Court to consider the disputed invoice. In such case, the Debtors shall remit to Omni only the undisputed portion of the invoice and, if applicable, shall pay the remainder to Omni upon the resolution of the disputed portion, as mandated by this Court. Notwithstanding the foregoing, the Debtors may be required to prepay for certain services in accordance with the terms of the Engagement Letter. 5

20 7. In the event Omni is unable to provide the services set out in this Order, Omni will immediately notify the Clerk s Office and Debtors counsel and cause to have all original proofs of claim and computer information turned over to another claims agent with the advice and consent of the Clerk s Office and Debtors counsel. 8. If these Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code, Omni will continue to be paid for its services until the claims filed in the Chapter 11 Cases have been completely processed; if claims agent representation is necessary in the converted chapter 7 case, Omni will continue to be paid in accordance with 28 U.S.C. 156(c) under the terms set out in the Engagement Letter and this Order. 9. The Debtors and Omni are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 10. Notice of the Application as provided therein shall be deemed good and sufficient notice. 11. The terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 12. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 13. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 14. This Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. New York, New York Date:, 2010 United States Bankruptcy Judge 6

21 Schedule 1 Omni Engagement Letter

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26 EXHIBIT B Osborne Declaration

27 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) INNKEEPERS USA TRUST, et al., 1 ) Case No. 10- ( ) ) Debtors. ) Joint Administration Requested ) DECLARATION OF BRIAN OSBORNE IN SUPPORT OF THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING THE RETENTION AND EMPLOYMENT OF OMNI MANAGEMENT GROUP, LLC AS NOTICE AND CLAIMS AGENT TO THE DEBTORS AND DEBTORS IN POSSESSION 1 1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor s 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 Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); 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 (continued on next page)

28 I, Brian Osborne, under penalty of perjury, declare as follows: 1. I am a member of Omni Management Group, LLC ( Omni ), whose offices are located at 1120 Avenue of the Americas, 4th Floor, New York, New York 10036, telephone number (212) The matters set forth herein are made of my own personal knowledge and, if called and sworn as a witness, I could and would testify competently thereto. 2. This Declaration is made in support of the Debtors Application for an Order Authorizing and Approving the Retention and Employment of Omni Management Group, LLC as Notice and Claims Agent for the above captioned Debtors (collectively, the Debtors ), which has been filed contemporaneously herewith (the Application ) As agent and custodian of Court records pursuant to 28 U.S.C. 156(c), Omni will perform, at the request of the Office of the Clerk of the United States Bankruptcy Court for the Southern District of New York (the Clerk s Office ), the noticing and claims related services specified in the Application. In addition, at the Debtors request, Omni will perform such other noticing, claims, technical, and support services specified in the Application. 4. Omni is one of the country s leading chapter 11 administrators, with experience in noticing, claims administration, solicitation, and facilitating other administrative aspects of chapter 11 cases. Omni has substantial experience in matters of this size and complexity, and has acted as the official notice and claims agent in many large bankruptcy cases pending in this district and other districts nationwide. See, e.g., In re AGT Crunch Acquisition, LLC, Case No. 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 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 2

29 (Bankr. S.D.N.Y., May 6, 2009); In re Pacific Energy Resources, Ltd., Case No (Bankr. D. Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No (Bankr. C.D. Cal. Oct. 8, 2008); In re ComUnity Lending, Inc., Case No (Bankr. N.D. Cal. Jan. 22, 2008); In re Refco Commodity Mgmt., Inc., Case No (Bankr. S.D.N.Y. Nov. 15, 2006); In re Owens Corning Sales, LLC, Case No (Bankr. D. Del. Oct. 5, 2000). 5. Omni will provide the Debtors with the services described in the Application and the Engagement Letter. Specifically, but without limitation, Omni will render the following services: (a) Preparation and distribution of required notices in these Chapter 11 Cases to all potential creditors and parties in interest, under the proper provisions of the Bankruptcy Code and the Bankruptcy Rules as determined by the Debtors counsel, including: (i) (ii) (iii) (iv) a notice of the commencement of these Chapter 11 Cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; notices of objections to claims (if necessary); notices of any hearings on a disclosure statement and confirmation of a plan or plans of reorganization; and such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Chapter 11 Cases; (b) (c) Maintenance of an official copy of the Debtors schedules of assets and liabilities and statement of financial affairs (collectively, the Schedules ), listing the Debtors known potential creditors and the amounts owed thereto; Providing access to the public for examination of copies of the proofs of claim or proofs of interest filed in these Chapter 11 Cases without charge during regular business hours (if necessary); 3

30 (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) Furnishing a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court; Filing with the Clerk s Office an affidavit or certificate of service, which includes a copy of the notice, a list of persons to whom it was mailed (in alphabetical order), and the date and manner mailed, within ten (10) days of service; Docketing all claims received by the Clerk s Office or otherwise as authorized by the Court and maintaining the official claims registers (the Claims Register ) for each Debtor on behalf of the Clerk s Office, and providing the Clerk s Office with certified duplicate, unofficial Claims Registers on a monthly basis, unless otherwise directed; Recording all transfers of claims, pursuant to Bankruptcy Rule 3001(e), and providing any notices of such transfers required by Bankruptcy Rule 3001(e); Specifying, in the applicable Claims Register, the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the names and addresses of the claimant and agent, and, if applicable, who filed the claim; and (iv) the asserted amount and classification(s) of the claim (e.g., secured, unsecured, priority, and the like); Relocating, by messenger, all of the actual proofs of claim filed with the Court to Omni, not less than weekly; Upon completion of the docketing process for all claims received to date by the Clerk s Office for each case, turning over to the Clerk s Office copies of the Claims Register for the Clerk s Office s review; Making changes in the Claims Registers pursuant to Court Order; Maintaining the official mailing list for each Debtor of all entities that have filed a proof of claim, which list shall be available upon request by a party in interest or the Clerk s Office; Assisting with, among other things, solicitation and calculation of votes, and distributions, as required, in furtherance of confirmation of chapter plan(s); Providing such other claims processing, noticing and administrative services as may be requested from time to time by the Debtors; Filing with the Court the final version of the Claims Register immediately before the closing of these Chapter 11 Cases; 4

31 (p) (q) Thirty (30) days prior to the close of these Chapter 11 Cases, an order dismissing Omni shall be submitted terminating the services of Omni upon completion of its duties and responsibilities and upon the closing of these cases; and At the close of these Chapter 11 Cases, boxing and transporting all original documents, in proper format, as provided by the Clerk s Office, to the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee s Summit, Missouri In addition to the foregoing, Omni will to assist with, among other things: (a) maintaining and updating the master mailing lists of creditors; (b) gathering data in conjunction with the preparation of the Debtors schedules of assets and liabilities and statements of financial affairs; (c) tracking and administration of claims; and (d) performing other administrative tasks pertaining to the administration of these Chapter 11 Cases as may be requested by the Debtors or the Clerk s Office in accordance with the terms of the Engagement Letter. 7. Omni represents, among other things, the following: (a) (b) (c) Omni is not a creditor of the Debtors; Omni will not consider itself employed by the United States government and shall not seek any compensation from the United States government in its capacity as the notice and claims agent in these Chapter 11 Cases; By accepting employment in these Chapter 11 Cases, Omni waives any rights to receive compensation from the United States government; (d) In its capacity as the notice agent and claims agent in these Chapter 11 Cases, Omni will not be an agent of the United States and will not act on behalf of the United States; (e) (f) (g) Omni will not employ any past or present employees of the Debtors in connection with its work as the notice and claims agent in these Chapter 11 Cases; In its capacity as notice and claims agent in these Chapter 11 Cases, Omni will not intentionally misrepresent any fact to any person; Omni shall be under the supervision and control of the Clerk s Office with respect to the receipt and recordation of claims and claim transfers; and 5

32 (h) None of the services provided by Omni as notice and claims agent shall be at the expense of the Clerk s Office. 8. The Debtors have many creditors, and accordingly, Omni may have rendered and may continue to render services to certain of these creditors. Omni has not and will not represent the separate interests of any such creditor in these cases. Additionally, Omni employees may, in the ordinary course of their personal affairs, have relationships with certain creditors of the Debtors. For example, one or more of Omni s employees may have obligations outstanding with financial institutions that are creditors of the Debtors or may have used the Debtors services. 9. In performing the services of notice and claims agent, Omni will charge the Debtors the rates set forth in the Engagement Letter, which is attached as Schedule 1 to the order seeking approval of the Application. The rates set forth therein are at least as favorable as the rates that Omni charges in cases in which it has been retained to perform similar services. 10. Omni will comply with all requests of the Clerk s Office and the guidelines promulgated by the Judicial Conference of the United States for the implementation of 28 U.S.C. 156(c). Affirmative Statement of Disinterestedness Based on the conflicts search conducted to date and described herein, to the best of my knowledge and insofar as I have been able to ascertain, (a) Omni is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors estates and (b) Omni has no connection to the Debtors, their creditors, or their related parties, except as may be disclosed herein. Omni will supplement its disclosure to the Court if any facts or circumstances are discovered that would require disclosure. 6