10000005065

Hearing Date: July 21, 2011 at 2:00 p.m. (ET) Response Deadline: July 14, 2011 at 4:00 p.m.
(ET)
James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
NOTICE OF HEARING ON DEBTORS NINTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, WRONG DEBTOR CLAIMS, EQUITY INTEREST CLAIMS, INSUFFICIENT SUPPORT CLAIMS, AMENDED AND REPLACED CLAIMS, AND DUPLICATIVE CLAIMS)
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.
K&E 19121659.3
PLEASE TAKE NOTICE that a hearing (the Hearing)2 for the relief requested in the above-referenced objection (the Objection) will be held, to the extent timely responses to the Objection are filed or a Hearing is otherwise deemed necessary, before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Court), Alexander Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on July 21, 2011 at 10:00 a.m. prevailing Eastern Time or such other time as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any responses to the Objection: (a) must be in writing; (b) shall conform to the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), all General Orders of the Court, the Local Rules for the United States Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and Administrative Procedures [Docket No. 68] (the Case Management Procedures) approved by the Court; (c) shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court); and (d) shall be served so as to be actually received no later than July 14, 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 responses that are timely filed, served, and received will be considered.
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Objection.
New York, New York Dated: June 15, 2011
/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession
Hearing Date: July 21, 2011 at 2:00 p.m. (ET) Response Deadline: July 14, 2011 at 4:00 p.m. (ET)
James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession 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
DEBTORS NINTH 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)
THIS OBJECTION SEEKS TO DISALLOW, EXPUNGE, RECLASSIFY, ADJUST, AND/OR REDUCE CERTAIN FILED PROOFS OF CLAIM. CLAIMANTS RECEIVING THIS OBJECTION
SHOULD LOCATE THEIR NAMES AND CLAIMS ON
SCHEDULES 1-10 TO EXHIBIT A ATTACHED TO THIS

OBJECTION
Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), object (this Objection) to certain proofs of Claim (as defined below) listed on Schedules 1-10 to Exhibit A attached hereto (the Disputed Claims) and seek entry of an order, substantially in the form attached hereto as Exhibit A, disallowing, expunging, reclassifying, adjusting, and/or reducing such Disputed Claims, as appropriate, pursuant to section 502(b) of title 11 of the United States Code (the Bankruptcy Code) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). In support of this Objection, the Debtors submit the Declaration of Todd Brents in Support of Debtors Ninth Omnibus Objection to Claims (Claims to be Reclassified, Claims to be Adjusted, Compound Claims to be Reclassified, Wrong Debtor Claims to be Reclassified, No Liability Claims, Wrong Debtor Claims, Equity Interest Claims, Insufficient Support Claims, Amended and Replaced Claims, and Duplicative Claims) (the Brents Declaration), filed contemporaneously herewith. In further support of this Objection, the Debtors respectfully state as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and
1334. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. 3. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. The bases for the relief requested herein are sections 105(a) and 502(b) of the
Bankruptcy Code and Bankruptcy Rule 3007.
Relief Requested 4. By this omnibus Objection, and pursuant to sections 105(a) and 502(b) of the
Bankruptcy Code and Bankruptcy Rule 3007, the Debtors respectfully request that the Court enter an order granting the following relief: (a) Reclassifying the proofs of Claim listed on Schedule 1 that are improperly asserted against the wrong Debtor so that they are asserted against the correct Debtor (Claims to be Reclassified). Certain of the Claims to be Reclassified also are objectionable because they are inconsistent with the potential amounts and priorities reflected in the Debtors books and records. As shown on Schedule 1, in such instances, the Debtors seek to reduce or adjust, as well as reclassify, such Claims. Reclassifying the priorities of the proofs of Claim listed on Schedule 2 that are improperly asserted in an inaccurate priority so that they are asserted in the accurate priority (Claims to be Adjusted). Certain of the Claims to be Adjusted are also objectionable in that they seek recovery of amounts in excess of the potential liabilities reflected in the Debtors books and records. As shown on Schedule 2, in such instances, the Debtors seek to reduce, as well as reclassify, such Claims. Reclassifying and dividing proofs of Claim listed on Schedule 3 that are filed against a single Debtor to reflect accurately the multiple Debtors against which such claimant may hold a Claim (the Compound Claims to be Reclassified). Certain of the Compound Claims are also objectionable because they are assigned priorities that are not reflected in the Debtors books and records or seek recovery of amounts in excess of the potential liabilities reflected in the Debtors books and records. As shown in Schedule 3, in such instances, the Debtors seek to reduce or adjust, as well as reclassify, such Claims. Reclassifying proofs of Claim listed on Schedule 4 filed against the wrong Debtor to reflect accurately the Debtor against which the claimant may hold a Claim (the Wrong Debtor Claims to be Reclassified). Expunging and disallowing the proofs of Claim listed on Schedule 5 that are not reflected in any amount in the Debtors books and records (the No Liability Claims). Expunging and disallowing the proofs of Claim, identified as Wrong Debtor Claim on Schedule 6 (the Wrong Debtor Claims), that the Debtors have determined are duplicates of the proofs of Claim identified on Schedule 6 as Remaining Claim (the Surviving Claims). This Objection does not address the Surviving Claims. 3
(b)
(c)
(a)
(b)
(c)
(d) (e)
Disallowing the proofs of Claim listed on Schedule 7 that assert an equity interest in the Debtors (the Equity Interest Claims). Expunging and disallowing the proofs of Claims identified on Schedule 8 that fail to specify sufficiently the basis for the proof of Claim or provide sufficient supporting documentation therefor (the Insufficient Support Claims). Expunging and disallowing the proofs of Claim identified on Schedule 9 (the Amended and Superseded Claims) that have been amended and replaced by another proof of Claim (the Superseding Claims). This objection does not address the Superseding Claims. Expunging and disallowing the Claims identified on Schedule 10 (the Duplicative Claims) that are duplicates of another proof of Claim identified on Schedule 10 as Remaining Claim (the Remaining Claims). Background
(f)
(g)
5.
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 U.S. Trustee) appointed an official committee of unsecured creditors (the Creditors Committee). 6. On May 19, 2011, the Court entered an order approving the Debtors disclosure
statement and solicitation procedures [Docket No. 1441]. The confirmation hearing for the Debtors proposed plan of reorganization is scheduled for June 23, 2011.
Claims Reconciliation Process 7. On or around September 1, 2010, the Debtors filed their statements of financial
affairs and schedules of assets and liabilities, current income and expenditures, and executory contracts and unexpired leases as required by section 521 of the Bankruptcy Code (collectively, the Exhibits). 8. On September 16, 2010, the Court entered an order [Docket No. 440] establishing
certain dates and deadlines for filing proofs of claim in the Chapter 11 Cases (the Bar Date Order). Specifically, among other things, the Court established: (a) October 29, 2010, as the deadline for all persons and entities holding or wishing to assert a claim (as defined in section 101(5) of the Bankruptcy Code) against any of the Debtors that arose prior to the Petition Date (each, a Claim), including any Claim arising under section 503(b)(9) of the Bankruptcy Code, to file proof of such Claim in writing; and (b) January 18, 2011, as the deadline for all governmental units holding or wishing to assert a Claim against any of the Debtors that arose prior to the Petition Date to file proof of such Claim in writing. 9. On March 29, 2011, the Court entered an order approving omnibus Claims
objection procedures in the Chapter 11 Cases [Docket No. 1064]. 10. To date, entities have filed nearly 2,000 proofs of Claim against the Debtors
asserting more than $6.75 billion in aggregate liabilities. Objections 11. A filed proof of claim is deemed allowed unless a party in interest objects thereto.
See 11 U.S.C. 502(a); see also id. 1111(a) (A proof of claim . . . is deemed filed under section 501 of this title for any claim . . . that appears in the schedules . . . except a claim . . . that is scheduled as disputed, contingent, or unliquidated.). If an objection refuting at least one of the claims essential allegations is asserted, the claimant has the burden to demonstrate validity 5
of the claim. See, e.g., Sherman v. Novak (In re Reilly), 245 B.R. 768, 773 (2d Cir. BAP 2000); In re Rockefeller Ctr. Props., 272 B.R. 524, 539 (Bankr. S.D.N.Y. 2000); In re St. Johnsbury Trucking Co., 206 B.R. 318. 323 (Bankr. S.D.N.Y. 1997). A. Claims to be Reclassified 12. The Debtors object to 11 Claims to be Reclassified. As described in the Brents
Declaration, the Debtors books and records show that the Claims are against an incorrect Debtor. Failure to reclassify the Claims to be Reclassified could result in the relevant claimants, as well as certain other creditors of the affected Debtors, receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Therefore, the Claims to be Reclassified should be reclassified as Claims against the Debtors listed in the rows entitled Correct Debtor/Adjusted Priority/Remaining Claim on Schedule 1, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a). B. Claims to be Adjusted 13. The Debtors object to 25 Claims to be Adjusted. As described in the Brents
Declaration, the Debtors books and records show that the claimants that filed the Claims to be Adjusted asserted an incorrect priority status in such claims. Failure to adjust the Claims to be Adjusted could result in the relevant claimants receiving an unwarranted recovery against the Debtors, to the detriment of other similarly-situated creditors. Therefore, the Claims to be Adjusted should be reclassified to the priorities identified in the rows entitled Adjusted Priority/Remaining Claim on Schedule 2, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a).
C.
Compound Claims to be Reclassified 14. The Debtors object to nine Compound Claims to be Reclassified. The Compound
Claims to be Reclassified listed on Schedule 3 include those proofs of Claim filed against a single Debtor that the Debtors have determined are appropriately divided across multiple Debtors. As described in the Brents Declaration, after reviewing their books and records, the Debtors have identified the appropriate Debtors against which such Claims may be valid. This Objection seeks to reclassify the Compound Claims to be Reclassified as Claims against the Debtors listed in the rows entitled New Claim on Schedule 3, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a). D. Wrong Debtor Claims to be Reclassified 15. The Debtors object to 25 Wrong Debtor Claims to be Reclassified. The Wrong
Debtor Claims to be Reclassified listed on Schedule 4 were filed against a Debtor against which the claimant does not have a Claim. As described in the Brents Declaration, after reviewing their books and records, the Debtors have identified the appropriate Debtors against which such Claims may be valid. 16. Failure to reclassify the Wrong Debtor Claims to be Reclassified could result in
the relevant claimants receiving a recovery from Debtors against which such creditors do not hold valid Claims, to the detriment of creditors that do hold valid Claims against that Debtor. Therefore, the Wrong Debtor Claims to be Reclassified should be reclassified as Claims against the Debtors listed in the rows entitled Correct Debtor on Schedule 4, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. See 11 U.S.C. 502(a).
E.
No Liability Claims 17. The Debtors hereby object to 12 No Liability Claims. As described in the Brents
Declaration, the No Liability Claims listed on Schedule 5 either were paid prepetition or otherwise are not reflected by the Debtors books and records.2 Specifically: Claim number 1810, filed by CIT Technology Financing Services, Inc. against Grand Prix IHM, Inc., is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors are not liable for any contract rejection damages, and the Claim should be expunged. Claim number 1684, filed by CIT Technology Financing Services, Inc. against Grand Prix Floating Lessee LLC, is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for any contract rejection damages, and the Claim should be expunged. Claim number 1203, filed by De Lage Landen Financial Services, Inc. against Grand Prix Fixed Lessee LLC, is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for any contract rejection damages, and the Claim should be expunged. Claim number 863, filed by Inland Empire Heating & A/C (Inland) against Innkeepers USA Trust et al., is on account of a subcontract at the Hilton Ontario between Inland and Magnus Construction Management, Inc. The Debtors are not a party to the subcontract with the claimant. As such, the Debtors owe no liability on account of the Claim, and the Claim should be disallowed and expunged. Claim number 766, filed by Liberty Mutual Insurance Company against Innkeepers USA Trust, et al., is on account of an insurance contract. Pursuant to the Insurance Order, the Debtors are current on insurance payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 334, filed by Margaret Keller against Innkeepers USA Trust, et al., is on account of a workers compensation claim. Any
At the onset of these Chapter 11 Cases, the Debtors received authority to pay prepetition taxes [Docket No. 184] ( the Taxes Order) and insurance premiums [Docket No. 186] (the Insurance Order).
recovery will come solely from the proceeds of the Debtors applicable insurance policies and not against the Debtors, their estates, or their successors. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 652, filed by NLP against Innkeepers USA Limited Partnership, is on account of the claimants attorneys fees in connection with a commercial litigation involving the Debtors. The Debtors books and records indicate the Debtors are not liable for attorneys fees, and the Claim should be expunged. Claim number 670, filed by Royal Finish, Inc. against Innkeepers USA Trust, et al., asserts both priority and unsecured Claims in the amount of $1,007.00. The Debtors paid that amount by check number 116737 on October 8, 2010. Claim number 348, filed by Sunbelt Pools of Georgia, LLC against Grand Prix Fixed Lessee LLC, is a Claim for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for any contract rejection damages and the Claim should be expunged. Claim number 647, filed by Ward Auto, against Innkeepers USA Trust, et al., asserts both priority and unsecured Claims in the amount of $3,752.46. The Debtors paid that amount by check number 114295 on September 9, 2010, check number 113619 on September 2, 2010, check number 118203 on October 22, 2010, and check number 117413 on October 15, 2010. Claim number 73, filed by Zurich American Insurance Company against Innkeepers USA Trust, et al., is on account of an unliquidated Claim by an insurance provider. Pursuant to the Insurance Order, the Debtors are current on their payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim. Claim number 1826, filed by Eddie R. Anderson against Grand Prix Denver LLC, is allegedly based on personal injury. Any recoveries based on the personal injuries alleged in the aforementioned Claims will come solely from the proceeds of the Debtors applicable insurance policies and not against the Debtors, their estates, or their successors. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
18.
In sum, the Debtors owe no liability on account of the No Liability Claims.
Accordingly, the Debtors hereby request that the Court enter an order expunging and disallowing each No Liability Claim identified on Schedule 5 as a Claim To Be Disallowed. F. Wrong Debtor Claims 19. The Debtors object to five Wrong Debtor Claims. As described in the Brents
Declaration, the Debtors have reviewed the Wrong Debtor Claims and have determined that they duplicate the Surviving Claims, except that the Wrong Debtor Claims are filed against a different (and inappropriate) Debtor than the Surviving Claims. While the claimants may be entitled to a claim against a certain Debtor, the Debtors have determined that their books and records do not reflect the liabilities asserted in the Wrong Debtor Claims, and therefore these Claims must be expunged. 20. If these Wrong Debtor Claims are not formally expunged or disallowed, the
potential exists for double recoveries by the claimants. Moreover, elimination of such claims will streamline and enable the Debtors to maintain a more accurate claims register. 21. Accordingly, the Debtors hereby request that the Court enter an order expunging
and disallowing those Wrong Debtor Claims identified on Schedule 6 as Wrong Debtor Claim. This Objection does not affect the Surviving Claims identified on Schedule 6 as the Remaining Claim, and the Debtors reserve their right to object to the Surviving Claims on any ground whatsoever. G. Equity Interest Claims 22. The Debtors object to three Equity Interest Claims. The Equity Interest Claims
are based on ownership of Series C Cumulative Shares in Debtor Innkeepers USA Trust. Paragraph 8(h) of the Bar Date Order states that any Claim made by any Entity holding equity securities of the Debtors solely with respect to such Entitys ownership interest in or possession 10
of such equity securities is not the type of Claim required to file a proof of Claim. As such, the Equity Interest Claims identified on Schedule 7 as Claim To Be Disallowed should be expunged from the Claims register and reclassified as equity interests in the appropriate Debtor. Notwithstanding such reclassification, the Debtors reserve their right to further object to the resulting equity interests on any ground whatsoever. H. Insufficient Support Claims 23. The Debtors hereby object to 24 Insufficient Support Claims. As described in the
Brents Declaration, the Debtors cannot reconcile these Claims with their books and records because the Claims do not include sufficient information. Indeed, many of the Insufficient Support Claims are based on taxes not yet owed by the Debtors, for which the Debtor cannot determine their liability. Specifically, the following Claims provide insufficient support: Claim number 767, filed by the Internal Revenue Service against Grand Prix IHM, Inc. Claim numbers 678, 679, 680, 681, 682, 683, 684, 685, 686, 687, 688, 689, 690, 691, 692, 693, 694, and 697, filed by New Jersey American Water against Innkeepers USA Trust et al. Claim number 1749, filed by the Ohio Department of Taxation against Innkeepers USA Trust et al. Claim number 529, filed by the Pennsylvania Department of Revenue against Grand Prix IHM, Inc. Claim number 246, filed by the State of Michigan, Department of Treasury, against Grand Prix IHM, Inc. Claim number 1755, filed by the State of New Jersey against Grand Prix IHM, Inc. Claim number 1546, filed by the Sheraton LLC against Innkeeper USA Trust, et al., is based on a guaranty for franchise fees pursuant to a certain agreement between The Sheraton LLC and Genwood Raleigh Lessee LLC, a non-Debtor entity. The Debtors books and records do not show any present liability on the guaranty, and without evidence that Genwood Raleigh Lessee LLC is liable for past-due amounts on the underlying the 11
agreements, the Debtors cannot reconcile this claim with their books and records. 24. This Court explained in In re Rockefeller Center Properties, 272 B.R. 524, 542
n.17 (Bankr. S.D.N.Y. 2000): A proof of claim is a special form of complaint against a debtor. Form 10 sets forth what is required in a proof of claim. What Form 10 requires is remarkably similar to FRCP 8(a)(2) which requires that a complaint contain a short and plain statement of the claim showing that the pleader is entitled to relief. FRCP 9, which is adopted by Bankruptcy Rule 7009 and applies to adversary proceedings, seems appropriately applied to proofs of claim as well. 25. A proof of claim must set forth the facts necessary to support the claim. In re
Chain, 255 B.R. 278, 280 (Bankr. D. Conn. 2000) (citing 9, Resnick & Sommer eds., Collier on Bankruptcy 3001.09[1] at 3001-27 (15th ed. rev. 2005)) (emphasis added). If the proof of claim fails to set forth the necessary supporting facts, it is not entitled to the presumption of prima facie validity, and the burdens of going forward and of proving its claims by a preponderance of the evidence are on the [claimant]. In the Matter of Marino, 90 B.R. 25, 28 (Bankr. D. Conn. 1988); see also In re Svendson, 34 B.R. 341, 342 (Bankr. D.R.I. 1983) (stating proofs of claim failed to set forth all the necessary facts to establish the claim[s].). 26. Without providing sufficient information or documentation to allow the Debtors
to reconcile the Insufficient Support Claims with their books and records, the Claims fail to satisfy the requirements for a proof of Claim. See Chain, 255 B.R. at 280. See also In re 20/20 Sport, Inc., 200 B.R. 972, 978 (Bankr. S.D.N.Y 1996) (In bankruptcy cases, courts have traditionally analogized a creditors claim to a civil complaint, [and] a trustees objection to an answer . . . .).
12
27.
Accordingly, the Debtors hereby request that the Court enter an order expunging
and disallowing the Insufficient Support Claims identified on Schedule 8 as Claims To Be Disallowed. I. Amended and Superseded Claims 28. The Debtors object to five Amended and Superseded Claims. Following a
thorough review of the Claims filed by the applicable Bar Date, the Debtors have determined that the Amended and Superseded Claims have been amended or replaced by subsequently filed proofs of Claim, as identified on Schedule 9. The Debtors object to each Amended and
Superseded Claim on the basis that to allow both Claims to remain in the Claims register would be duplicative and would lead to multiple recoveries on a single Claim. 29. Accordingly, the Debtors respectfully request this Court enter an order
disallowing and expunging the Amended and Superseded Claims such that only one proof of each Claim remainsthe Superseding Claims reflecting the amended or replaced amount of the respective Claims. J. Duplicative Claims 30. The Debtors hereby object to seven Duplicative Claims. Following a thorough
review of the Claims filed by the applicable Bar Date, the Debtors have determined that the Duplicative Claims are duplicative of other Claims that have been filed and should not be enforced against the Debtor against which each such Duplicative Claim is asserted, and thus should be disallowed. The Debtors object to each Duplicative Claim on the basis that the claimant should not obtain multiple recoveries on a single Claim. 31. Accordingly, the Debtors hereby request that the Court enter an order expunging
and disallowing the Duplicative Claims identified on Schedule 10 as Claim to be Disallowed. This Objection does not affect the Remaining Claims identified on Schedule 10 as the 13
Remaining Claim, and the Debtors reserve their right to object to the Remaining Claims on any ground whatsoever. Motion Practice 32. This Objection includes citations to the applicable rules and statutory authorities
upon which the relief requested herein is predicated and a discussion of their application to this Objection. Accordingly, the Debtors submit that this Objection satisfies Rule 9013-1(a) of the Local Rules of Bankruptcy Procedure for the Southern District of New York. Reservation of Rights 33. This Objection is limited to the grounds stated herein. Accordingly, it is without
prejudice to the rights of the Debtors or any other party in interest to object to any of the Disputed Claims, Superseding Claims, Surviving Claims, and Remaining Claims on any ground whatsoever and the Debtors expressly reserve all further substantive or procedural objections they may have. Notice 34. The Debtors have provided notice of this Motion to the entities on the Master
Service List (as such term is defined in the Notice, Case Management, and Administrative Procedures [Docket No. 68]), which is available at www.omnimgt.com/innkeepers, the website maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The Debtors respectfully submit that no further notice is necessary.
14
WHEREFORE, for the reasons stated in the Objection and in the Brents Declaration, the Debtors respectfully request that the Court grant the relief requested in the Objection and such other relief as the Court deems just and proper. New York, New York Dated: June 15, 2011 /s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession
15
Exhibit A Proposed Order
James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered
ORDER GRANTING DEBTORS NINTH OMNIBUS OBJECTION TO CLAIMS (CLAIMS TO BE RECLASSIFIED, CLAIMS TO BE ADJUSTED, COMPOUND CLAIMS TO BE RECLASSIFIED, WRONG DEBTOR CLAIMS TO BE RECLASSIFIED, NO LIABILITY CLAIMS, WRONG DEBTOR CLAIMS, EQUITY INTEREST CLAIMS, INSUFFICIENT SUPPORT CLAIMS, AMENDED AND REPLACED CLAIMS, AND DUPLICATIVE CLAIMS)
Upon the Debtors Ninth 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 Objection)2 filed by Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors) requesting entry of an order reclassifying, adjusting, reducing, disallowing and expunging the Disputed Claims, as appropriate, listed on Schedules 1-10 attached hereto, pursuant to sections 105(a) and 502(b) of title 11 of the United States Code (the Bankruptcy Code) and Rule 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules); all as more fully described in the Objection; it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); venue being proper before this court pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion having been adequate and appropriate under the circumstances; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Objection is granted to the extent set forth herein. Each Claim to Be Reclassified listed on Schedule 1 attached hereto is hereby
reclassified as to Debtor, as well as adjusted as to priority, and/or reduced as to amount, as applicable, in the manner identified in the corresponding row entitled Correct Debtor/Adjusted Priority/Remaining Claim on Schedule 1 attached hereto, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Objection.
3.
Each Claim to Be Adjusted listed on Schedule 2 attached hereto is hereby
adjusted as to priority and, to the extent applicable, reduced as to amount, in the manner identified in the corresponding row entitled Correct Debtor/Remaining Claim on Schedule 2 attached hereto, subject to the Debtors right to object on any other grounds that bankruptcy or nonbankruptcy law permits or until withdrawn by the claimants or disallowed by the Court. 4. Each Compound Claim to Be Reclassified listed in Schedule 3 attached hereto is
hereby reclassified as to Debtor, as well as adjusted as to priority and/or reduced as to amount, as applicable, in the manner identified in the corresponding rows entitled New Claim on Schedule 3 attached hereto. 5. The Wrong Debtor Claim to be Reclassified listed in Schedule 4 attached hereto
is hereby reclassified in the manner identified in the corresponding row entitled Correct Debtor on Schedule 4 attached hereto. 6. The No Liability Claims listed on Schedule 5 attached hereto are hereby
disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 7. The Wrong Debtor Claims listed on Schedule 6 attached hereto are hereby
disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 8. The Surviving Claims will remain on the Claims register, and such Claims are
neither allowed nor disallowed at this time subject, however, to any future objection on any basis. 9. The Equity Interest Claims listed on Schedule 7 attached hereto are hereby
disallowed in their entirety as Claims and reclassified as equity interests in Innkeepers USA Trust.
10.
The Insufficient Support Claims listed on Schedule 8 attached hereto are hereby
disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 11. The Amended and Superseded Claims listed on Schedule 9 attached hereto are
hereby disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 12. The Superseding Claims will remain on the Claims register, and such Claims are
neither allowed nor disallowed at this time subject, however, to any future objection on any basis. 13. The Duplicative Claims listed on Schedule 10 attached hereto are hereby
disallowed and expunged in their entirety pursuant to section 502(b) of the Bankruptcy Code. 14. The Remaining Claims will remain on the Claims register, and such Claims are
neither allowed nor disallowed at this time subject, however, to any future objection on any basis. 15. Omni Management Group, LLC, the Debtors notice and claims agent, is hereby
authorized to update the Claims register to reflect the relief granted in this Order. 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 are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Objection. 19. 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
Honorable Shelley C. Chapman United States Bankruptcy Judge
Schedule 1 Claims to be Reclassified
Ninth Omnibus Objection

Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $2,250.00 Administrative $0.00 Priority $2,250.00 Unsecured $2,250.00
In re:Innkeepers USA Trust Case No 10-13800
Total $6,750.00
Filed Claim Amount Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim
392
Creditor:
GREAT AMERICAN ROOFING 1100 CHESTNUT RIDGE ROAD MONTVALE, NJ 07645
9/28/2010 Grand Prix Fixed Lessee LLC
$0.00
$0.00
$0.00
$2,250.00
$2,250.00
76
Innkeepers USA Trust, et al.
Creditor:
H.R. BENJAMIN, INC. ATTN: RICHARD HOFFMAN 3525 AMBER STREET
$0.00
$0.00
$3,198.00
$0.00
$3,198.00
8/9/2010
Grand Prix Willow PHILADELPHIA, PA 19134 Grove LLC
$0.00
$0.00
$0.00
$3,198.00
$3,198.00
Filed Claim Amount
64
Creditor:
HOSPITALITY EBUSINESS STRATEGIES, INC. ATTN: MAX STARKOV 6 WEST 48TH STREET, FLOOR 8 NEW YORK, NY 10036
$0.00
$0.00
$2,837.94
$2,837.94
$5,675.88
Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim
8/10/2010 Grand Prix Floating Lessee LLC
$0.00
$0.00
$0.00
$2,837.94
$2,837.94
1722
Creditor:
HOWARD COUNTY HOWARD COUNTY GOVERNMENT/ OFFICE OF LAW 3430 COURTHOUSE DRIVE ELLICOTT CITY, MD 21031
$5,327.90
$0.00
$5,327.90
$0.00
$10,655.80
$5,327.90
$0.00
$0.00
$0.00
$5,327.90
Page 1

Claim # Debtor Grand Prix Troy (SE) LLC Name and Address of Claimant Secured $4,498.60 Administrative $0.00 Priority $4,498.60 Unsecured $0.00
Total $8,997.20
1795
Creditor:
OAKLAND COUNTY TREASURER ATTN: DIANE L. ROARK 1200 N. TELEGRAPH ROAD DEPARTMENT 479 PONTIAC, MI 48341
$4,498.60
$0.00
$0.00
$0.00
$4,498.60
Filed Claim Amount
1622
Creditor:
PUBLIC SERVICE COMPANY OF COLORADO ATTN: DENNIS A. SCHIPPER 550 15TH STREET DENVER, CO 80202-4204
$0.00
$0.00
$0.00
$50,284.94
$50,284.94
$0.00
$0.00
$0.00
$32,852.00
$32,852.00
1065
Creditor:
RESORT MEETINGS CONSORTIUM 120 Saddlebrook Court Cherry Hill, NJ 08003
$0.00
$0.00
$1,453.40
$0.00
$1,453.40
$0.00
$0.00
$0.00
$1,453.00
$1,453.00
1069
Creditor:
RESORT MEETINGS CONSORTIUM 120 Saddlebrook Court Cherry Hill, NJ 08003
$0.00
$0.00
$405.60
$0.00
$405.60
$0.00
$0.00
$0.00
$406.00
$406.00
Page 2

Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $690.00 Unsecured $0.00
Total $690.00
1727
Creditor:
SUNRISE AIR SERVICE, INC. ATTN: RISA MARUBASHI 50 PROSPECT AVENUE TARRYTOWN, NY 10591
$0.00
$0.00
$0.00
$690.00
$690.00
Filed Claim Amount
216
Innkeepers USA Limited Partnership
Creditor:
URBAN ELEVATOR SERVICE, INC. ATTN: STEVE SPACUCELLO 4830 W 16TH STREET. 523-1 CICERO, IL 60804
$0.00
$0.00
$1,115.00
$1,115.00
$2,230.00
$0.00
$0.00
$0.00
$1,115.00
$1,115.00
507
Grand Prix Westchester LLC
Creditor:
URBAN ELEVATOR SERVICES, INC. ATTN: STEVE SPACUCELLO 4830 W 16TH STREET CICERO, IL 60804
$0.00
$0.00
$695.20
$695.20
$1,390.40
$0.00
$0.00
$0.00
$695.20
$695.20
Filed Claim Totals Modified Priority Status/Reduced Amount Totals
11
$12,076.50 $9,826.50
$0.00 $0.00
$22,471.64 $0.00
$57,183.08 $45,497.14
$91,731.22 $55,323.64
Page 3
Schedule 2 Claims to be Adjusted

Claim # Debtor Grand Prix Chicago LLC Name and Address of Claimant Secured $46,000.00 Administrative $0.00 Priority $0.00 Unsecured $0.00
Total $46,000.00
Filed Claim Amount
919
Creditor:
ADAMS ROOFING PROFESSIONALS ATTN :BRIAN M. HOLLAND 495 CROSSEN AVE ELK GROVE, IL 60007
Filed On: Adjusted Priority/ Remaining Claim
10/27/2010 Grand Prix Chicago LLC
$0.00
$0.00
$0.00
$46,000.00
$46,000.00
Filed Claim Amount
294
Grand Prix Ontario Lessee, LLC
Creditor:
ADVANCED RESTAURANT SUPPLY ATTN: JESSICA MENA 337 WEST GROVE AVENUE ORANGE, CA 92865
$0.00
$0.00
$973.53
$973.53
$1,947.06
9/24/2010 Grand Prix Ontario Lessee, LLC
$0.00
$0.00
$0.00
$973.53
$973.53
Filed Claim Amount
428
Grand Prix Fixed Lessee LLC
Creditor:
AIRPORT ACCOMODATIONS P.O. BOX 7045 ROSEMONT, IL 60018
$0.00
$0.00
$6,140.10
$0.00
$6,140.10
$0.00
$0.00
$0.00
$6,140.10
$6,140.10
Filed Claim Amount
455
Grand Prix Westchester LLC
Creditor:
AMERICAN SEALCOATING & MAINTENANCE, INC. C/O JOHN M. GALICH, ESQ. JAMES F. DUNNEBACK P.C. 14475 JOHN HUMPHREY DR. Suite 200 Orland Park, IL 60462
$4,837.00
$0.00
$0.00
$0.00
$4,837.00
9/28/2010 Grand Prix Westchester LLC
$0.00
$0.00
$0.00
$4,837.00
$4,837.00
Page 1

Claim # Debtor Grand Prix Altamonte LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $3,966.30 Unsecured $0.00
Total $3,966.30
Filed Claim Amount
1726.5
Creditor:
ARROWHEAD CONFERENCES AND EVENTS, INC. ATTN: ENOCH WILLIAMS ACCOUNTING (CI) 300 EAST STATE STREET, SUITE 470 REDLANDS, CA 92373
12/27/2010 Grand Prix Altamonte LLC
$0.00
$0.00
$0.00
$3,966.30
$3,966.30
Filed Claim Amount
499
Grand Prix Floating Lessee LLC
Creditor:
BETWEEN THE LINES, LLC ATTN: CALEB B. KIMMEL P.O. BOX 9726 FORT WAYNE, IN 46899
$0.00
$0.00
$720.00
$0.00
$720.00
$0.00
$0.00
$0.00
$720.00
$720.00
Filed Claim Amount
666
Creditor:
BLUE WATER POOLS 465 LAKE MICHIGAN DR. NW SUITE 4 GRAND RAPIDS, MI 49534
$0.00
$0.00
$520.00
$1,683.21
$2,203.21
$0.00
$0.00
$0.00
$2,203.21
$2,203.21
Filed Claim Amount
475
Creditor:
CG INCORPORATED 565 CLYDE AVE # 650 MOUNTAIN VIEW, CA 94043
$0.00
$1,485.80
$0.00
$1,485.80
$2,971.60
$0.00
$0.00
$0.00
$1,485.80
$1,485.80
Page 2

Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $9,101.69 Priority $0.00 Unsecured $9,101.69
Total $18,203.38
Filed Claim Amount
1676
Creditor:
CITY OF MOUNTAIN VIEW ATTN: SUZANNE NIEDERHOFER 500 CASTRO STREET MOUNTAIN VIEW, CA 94039
$0.00
$0.00
$0.00
$9,101.69
$9,101.69
Filed Claim Amount
661
Grand Prix Troy (Central) LLC
Creditor:
COMMERCIAL FLOORING SERVICES ATTN: THOMAS FOLZ 940 APOLLO ROAD SUITE #110 EAGAN, MN 55121
$45,451.95
$0.00
$0.00
$0.00
$45,451.95
10/12/2010 Grand Prix Troy (Central) LLC
$0.00
$0.00
$0.00
$45,451.95
$45,451.95
Filed Claim Amount
663
Grand Prix Troy (SE) LLC
Creditor:
COMMERCIAL FLOORING SERVICES ATTN: THOMAS FOLZ 940 APOLLO ROAD SUITE #110 EAGAN, MN 55121
$28,706.49
$0.00
$0.00
$0.00
$28,706.49
10/12/2010 Grand Prix Troy (SE) LLC
$0.00
$0.00
$0.00
$28,706.49
$28,706.49
Filed Claim Amount
1713
Grand Prix Morristown LLC
Creditor:
CRYSTAL LITES, LLC ATTN: SCOTT N. RUBIN 6 ROSEMARY ROAD EAST BRUNSWICK, NJ 08816
$0.00
$1,157.69
$0.00
$1,157.69
$2,315.38
12/17/2010 Grand Prix Morristown LLC
$0.00
$0.00
$0.00
$1,157.69
$1,157.69
Page 3

Claim # Debtor Grand Prix Cherry Hill LLC Name and Address of Claimant Secured $4,526.50 Administrative $0.00 Priority $0.00 Unsecured $528.00
Total $5,054.50
Filed Claim Amount
1202
Creditor:
E P COMMERCIAL LAUNDRY ATTN: ERIC P. PIKE 315 S. DELSEA DR, SUITE E-15 CLAYTON, NJ 08312
10/21/2010 Grand Prix Cherry Hill LLC
$0.00
$0.00
$0.00
$5,054.50
$5,054.50
Filed Claim Amount
347
Creditor:
ENVIRO TREE SERVICE 2418 SUMMERFIELD RD Winter Park, FL 32792
$0.00
$1,635.00
$0.00
$0.00
$1,635.00
$0.00
$0.00
$0.00
$1,635.00
$1,635.00
Filed Claim Amount
847
Creditor:
ERNIE'S POOL & SPA SUPPLY 1620 HAMILTON AVENUE SAN JOSE, CA 95125
$0.00
$0.00
$1,298.51
$1,298.51
$2,597.02
$0.00
$0.00
$0.00
$1,298.51
$1,298.51
Filed Claim Amount
89
Creditor:
ESI TRAVEL, INC ATTN: J. PAUL RICKETT 4350 EAST WEST HIGHWAY SUITE 1100 BETHESDA, MD 20814
$0.00
$0.00
$791.90
$791.90
$1,583.80
8/12/2010 Innkeepers USA Limited Partnership
$0.00
$0.00
$0.00
$791.90
$791.90
Page 4

Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $642.00 Unsecured $642.00
Total $1,284.00
Filed Claim Amount
420
Creditor:
FRIENDLY CLEANERS ATTN: JOHN SAUNDERS 2345 E. MICHIGAN STREET ORLANDO, FL 32806
$0.00
$0.00
$0.00
$642.00
$642.00
Filed Claim Amount
431
Creditor:
GREENER MAINTENANCE SERVICES INC. ATTN: CHRISTINA ANDRADE P.O. BOX 3321 SAN JOSE, CA 95156
$0.00
$0.00
$2,580.64
$0.00
$2,580.64
$0.00
$0.00
$0.00
$2,580.64
$2,580.64
Filed Claim Amount
Grand Prix Windsor LLC
Creditor:
HARP MECHANICAL & HOME SERVICES, LLC C/O KEVIN MORIARTY 483 SPRING STREET WINDSOR LOCKS, CT 06096
$0.00
$0.00
$2,554.60
$0.00
$2,554.60
7/29/2010 Grand Prix Windsor LLC
$0.00
$0.00
$0.00
$2,554.60
$2,554.60
Filed Claim Amount
387
Creditor:
KOYAMA SHOTEN 37176 6 MILE ROAD Livonia, MI 48152
$473.45
$0.00
$0.00
$0.00
$473.45
$0.00
$0.00
$0.00
$473.45
$473.45
Page 5

Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $3,521.82 Unsecured $0.00
Total $3,521.82
Filed Claim Amount
787
Creditor:
METROPOLITAN DISTRICT P.O. BOX 800 HARTFORD, CT 06199-0092
$0.00
$0.00
$0.00
$3,521.82
$3,521.82
Filed Claim Amount
1539
Creditor:
MONUMENTAL EQUIPMENT, INC. ATTN: JENNIFER P GAULTNEY 3276 BUFORD DR. SUITE 104, #374 BUFORD, GA 30519
$8,044.00
$0.00
$0.00
$0.00
$8,044.00
$0.00
$0.00
$0.00
$8,044.00
$8,044.00
Filed Claim Amount
625
Creditor:
NORTHWEST FLORIDA OUTDOOR SERV P.O. BOX 117 Ft Walton Beach, FL 32549
$0.00
$2,010.00
$0.00
$2,010.00
$4,020.00
$0.00
$0.00
$0.00
$2,010.00
$2,010.00
Filed Claim Amount
360
Creditor:
PARTY BUSTERS ATTN: LARRY GREENFIELD P.O. BOX 391 EAST HANOVER, NJ 07936
$0.00
$0.00
$2,000.00
$0.00
$2,000.00
$0.00
$0.00
$0.00
$2,000.00
$2,000.00
Page 6

Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $18,155.71 Priority $0.00 Unsecured $17,620.91
Total $35,776.62
Filed Claim Amount
870
Creditor:
SPRINGFIELD CORPORATION PO BOX 620189 ATLANTA, GA 30362
$0.00
$0.00
$0.00
$17,620.91
$17,620.91
Filed Claim Totals Modified Priority Status/Reduced Amount Totals
25
$138,039.39 $0.00
$33,545.89 $0.00
$25,709.40 $0.00
$37,293.24 $198,971.09
$234,587.92 $198,971.09
Page 7
Schedule 3 Compound Claims to be Reclassified
In re:Innkeepeers USA Trust., et al. Case No 10-13800
Claim # Claim to be Disallowed: 167
Debtor
Name and Address of Claimaint
Secured $0.00
Administrative $0.00
Priority $6,353.46
Unsecured $2,097.72
Total $8,451.18
Innkeepers USA Trust, et OTIS SPUNKMEYER, INC. al. ATTN: ANTHONY GARSIDE 14490 CATALINA ST. San Leandro, CA 94577
Total:
$0.00
$0.00
$6,353.46
$2,097.72
$8,451.18
New Claim: 99990147 Grand Prix Fixed Lessee OTIS SPUNKMEYER, INC. LLC ATTN: ANTHONY GARSIDE 14490 CATALINA ST. San Leandro, CA 94577
$0.00
$889.88
$0.00
$293.44
$1,183.32
New Claim: 99990148 Grand Prix Floating Lessee LLC
OTIS SPUNKMEYER, INC. ATTN: ANTHONY GARSIDE 14490 CATALINA ST. San Leandro, CA 94577
$0.00
$5,463.58
$0.00
$1,804.28
$7,267.86
Adjusted Total:
$0.00
$6,353.46
$0.00
$2,097.72
$8,451.18
Page1of12
Claim # Claim to be Disallowed*: 195
Debtor
Secured $0.00
Administrative $3,310.60
Priority $0.00
Unsecured $79,594.45
Total $79,594.45
Innkeepers USA Trust, et OFFICE DEPOT al. ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496
Total:
$0.00
$3,310.60
$0.00
$79,594.45
$79,594.45
New Claim: 99990135 Grand Prix Anaheim Orange Lessee LLC
OFFICE DEPOT ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496
$0.00
$0.00
$0.00
$4,243.82
$4,243.82
New Claim: 99990136 Grand Prix Fixed Lessee OFFICE DEPOT LLC ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496 New Claim: 99990137 Grand Prix Floating Lessee LLC OFFICE DEPOT ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496 New Claim: 99990138 Grand Prix General Lessee LLC OFFICE DEPOT ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496 New Claim: 99990139 Grand Prix Ontario Lessee, LLC OFFICE DEPOT ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496 New Claim: 99990140 Grand Prix RIGG Lessee OFFICE DEPOT LLC ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496
$0.00
$0.00
$0.00
$34,426.07
$34,426.07
$0.00
$0.00
$0.00
$16,744.50
$16,744.50
$0.00
$0.00
$0.00
$3,674.17
$3,674.17
$0.00
$0.00
$0.00
$4,276.84
$4,276.84
$0.00
$0.00
$0.00
$2,882.32
$2,882.32
Page2of12
Claim #
Debtor
Name and Address of Claimaint OFFICE DEPOT ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496
Secured $0.00
Priority $0.00
Unsecured $1,139.62
Total $1,139.62
New Claim: 99990141 Grand Prix RIMV Lessee, LLC
New Claim: 99990142 Innkeepers USA Limited OFFICE DEPOT Partnership ATTN: KATHLEEN LARAMORE 6600 N. MILITARY TRAIL - S413G BOCA RATON, FL 33496 Adjusted Total:
$0.00
$0.00
$0.00
$1,198.71
$1,198.71
$0.00
$0.00
$0.00
$68,586.05
$68,586.05
Page3of12
Debtor
Secured $0.00
Priority $0.00
Total $104,885.38
Innkeepers USA Trust, et SOUTHERN CALIFORNIA EDISON al. COMPANY ATTN: CECILIA BAESA 300 N. LONE HILL AVE San Dimas, CA 91773 Total:
$0.00
$0.00
$0.00
$104,885.38
$104,885.38
SOUTHERN CALIFORNIA EDISON COMPANY ATTN: CECILIA BAESA 300 N. LONE HILL AVE San Dimas, CA 91773
$0.00
$0.00
$0.00
$20,635.22
$20,635.22
New Claim: 99990131 Grand Prix Fixed Lessee SOUTHERN CALIFORNIA EDISON LLC COMPANY ATTN: CECILIA BAESA 300 N. LONE HILL AVE San Dimas, CA 91773 New Claim: 99990132 Grand Prix Anaheim Orange Lessee LLC SOUTHERN CALIFORNIA EDISON COMPANY ATTN: CECILIA BAESA 300 N. LONE HILL AVE San Dimas, CA 91773
$0.00
$0.00
$0.00
$11,974.01
$11,974.01
$0.00
$0.00
$0.00
$31,155.78
$31,155.78
New Claim: 99990133 Grand Prix RIGG Lessee SOUTHERN CALIFORNIA EDISON LLC COMPANY ATTN: CECILIA BAESA 300 N. LONE HILL AVE San Dimas, CA 91773 New Claim: 99990134 Grand Prix Ontario Lessee LLC SOUTHERN CALIFORNIA EDISON COMPANY ATTN: CECILIA BAESA 300 N. LONE HILL AVE San Dimas, CA 91773
$0.00
$0.00
$0.00
$19,941.17
$19,941.17
$0.00
$0.00
$0.00
$21,179.20
$21,179.20
Adjusted Total:
$0.00
$0.00
$0.00
$104,885.38
$104,885.38
Page4of12
Debtor
Secured $0.00
Priority $0.00
Total $11,417.52
Innkeepers USA Trust, et SOUTHERN CALIFORNIA GAS al. COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P.O. BOX 30337 LOS ANGELES, CA 90030 Total:
$0.00
$0.00
$0.00
$11,417.52
$11,417.52
SOUTHERN CALIFORNIA GAS COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P.O. BOX 30337 LOS ANGELES, CA 90030 SOUTHERN CALIFORNIA GAS COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P.O. BOX 30337 LOS ANGELES, CA 90030 SOUTHERN CALIFORNIA GAS COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P.O. BOX 30337 LOS ANGELES, CA 90030
$0.00
$0.00
$0.00
$1,955.80
$1,955.80
$0.00
$0.00
$0.00
$3,256.73
$3,256.73
New Claim: 99990151 Grand Prix Ontario Lessee LLC
$0.00
$0.00
$0.00
$2,291.46
$2,291.46
New Claim: 99990152 Grand Prix Fixed Lessee SOUTHERN CALIFORNIA GAS LLC COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P.O. BOX 30337 LOS ANGELES, CA 90030
$0.00
$0.00
$0.00
$1,450.26
$1,450.26
Page5of12
Debtor Name and Address of Claimaint Claim # New Claim: 99990153 Grand Prix RIGG Lessee SOUTHERN CALIFORNIA GAS LLC COMPANY ATTN: ELIZABETH ALVAREZ MASS MARKETS CREDIT & COLLECTIONS THE GAS COMPANY P.O. BOX 30337 LOS ANGELES, CA 90030 Adjusted Total:
Secured $0.00
Priority $0.00
Unsecured $2,463.27
Total $2,463.27
$0.00
$0.00
$0.00
$11,417.52
$11,417.52
Page6of12
Debtor
Secured $0.00
Priority $0.00
Total $45,758.69
Innkeepers USA Trust, et AMERICAN HOTEL REGISTER al. ATTN: JORRISSEN MANUEL C/O RMS BANKRUPTCY RECOVERY SERVICES PO BOX 5126 TIMONIUM, MD 21094 Total:
$0.00
$13,223.50
$0.00
$32,535.19
$45,758.69
AMERICAN HOTEL REGISTER ATTN: JORRISSEN MANUEL C/O RMS BANKRUPTCY RECOVERY SERVICES PO BOX 5126 TIMONIUM, MD 21094
$0.00
$0.00
$0.00
$95.51
$95.51
New Claim: 99990144 Grand Prix Fixed Lessee AMERICAN HOTEL REGISTER LLC ATTN: JORRISSEN MANUEL C/O RMS BANKRUPTCY RECOVERY SERVICES PO BOX 5126 TIMONIUM, MD 21094 New Claim: 99990145 Grand Prix Floating Lessee LLC AMERICAN HOTEL REGISTER ATTN: JORRISSEN MANUEL C/O RMS BANKRUPTCY RECOVERY SERVICES PO BOX 5126 TIMONIUM, MD 21094 New Claim: 99990146 Grand Prix Ontario Lessee, LLC AMERICAN HOTEL REGISTER ATTN: JORRISSEN MANUEL C/O RMS BANKRUPTCY RECOVERY SERVICES PO BOX 5126 TIMONIUM, MD 21094 Adjusted Total:
$0.00
$4,234.77
$0.00
$11,030.35
$15,265.12
$0.00
$6,881.05
$0.00
$19,704.85
$26,585.90
$0.00
$0.00
$0.00
$105.73
$105.73
$0.00
$11,115.82
$0.00
$30,936.44
$42,052.26
Page7of12
Debtor
Secured $0.00
Priority $0.00
Total $18,937.94
Innkeepers USA Trust, et WASHINGTON SUBURBAN al. SANITARY COMMISSION ATTN: HEATHER L. ASHBURY 14501 SWEITZER LANE LAUREL, MD 20707
Total:
$0.00
$0.00
$0.00
$18,937.94
$18,937.94
New Claim: 99990154 Grand Prix Fixed Lessee WASHINGTON SUBURBAN SANITARY COMMISSION LLC ATTN: HEATHER L. ASHBURY 14501 SWEITZER LANE LAUREL, MD 20707 New Claim: 99990155 Grand Prix Floating Lessee LLC WASHINGTON SUBURBAN SANITARY COMMISSION ATTN: HEATHER L. ASHBURY 14501 SWEITZER LANE LAUREL, MD 20707 Adjusted Total:
$0.00
$0.00
$0.00
$13,024.09
$13,024.09
$0.00
$0.00
$0.00
$5,913.85
$5,913.85
$0.00
$0.00
$0.00
$18,937.94
$18,937.94
Page8of12
Debtor
Secured $0.00
Priority $0.00
Unsecured $690.70
Total $690.70
Innkeepers USA Trust, et PEPSI COLA & NATL. BRAND BEV al. 8275 US RT 130 PENNSAUKEN, NJ 08110 Total:
$0.00
$0.00
$0.00
$690.70
$690.70
New Claim: 99990128 Grand Prix Fixed Lessee PEPSI COLA & NATL. BRAND BEV LLC 8275 US RT 130 PENNSAUKEN, NJ 08110 New Claim: 99990129 Grand Prix Floating Lessee LLC PEPSI COLA & NATL. BRAND BEV 8275 US RT 130 PENNSAUKEN, NJ 08110
$0.00
$0.00
$0.00
$259.00
$259.00
$0.00
$0.00
$0.00
$431.09
$431.09
Adjusted Total:
$0.00
$0.00
$0.00
$690.09
$690.09
Page9of12
Debtor
Secured $0.00
Priority $0.00
Unsecured $4,950.87
Total $4,950.87
Innkeepers USA Trust, et PACIFIC BELL TELEPHONE al. COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 Total:
$0.00
$0.00
$0.00
$4,950.87
$4,950.87
New Claim: 99990156 Grand Prix Fixed Lessee PACIFIC BELL TELEPHONE COMPANY LLC ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 New Claim: 99990157 Grand Prix RIMV Lessee PACIFIC BELL TELEPHONE LLC COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921 New Claim: 99990158 Grand Prix Floating Lessee LLC PACIFIC BELL TELEPHONE COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921
$0.00
$0.00
$0.00
$1,009.69
$1,009.69
$0.00
$0.00
$0.00
$314.60
$314.60
$0.00
$0.00
$0.00
$534.16
$534.16
New Claim: 99990159 Grand Prix RIGG Lessee PACIFIC BELL TELEPHONE LLC COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921
$0.00
$0.00
$0.00
$123.85
$123.85
Page10of12
Claim #
Debtor
Name and Address of Claimaint PACIFIC BELL TELEPHONE COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921
Secured $0.00
Priority $0.00
Unsecured $2,321.56
Total $2,321.56
Adjusted Total:
$0.00
$0.00
$0.00
$4,303.86
$4,303.86
Page11of12
Debtor
Secured $0.00
Priority $0.00
Total $219,997.24
Innkeepers USA Trust, et ECOLAB INC. al. ATTN: SAMUEL C. WISOTZKEY 4650 N. PORT WASHINGTON ROAD 2ND FLOOR NORTH MILWAUKEE, WI 53212-1059 Total:
$0.00 $0.00
$57,739.98 $88,942.67
$0.00 $0.00
$162,257.26 $0.00
$219,997.24 $88,942.67
ECOLAB INC. ATTN: SAMUEL C. WISOTZKEY 4650 N. PORT WASHINGTON ROAD 2ND FLOOR NORTH MILWAUKEE, WI 53212-1059
New Claim: 99990098 Grand Prix Fixed Lessee ECOLAB INC. LLC ATTN: SAMUEL C. WISOTZKEY 4650 N. PORT WASHINGTON ROAD 2ND FLOOR NORTH MILWAUKEE, WI 53212-1059 New Claim: 99999083 Grand Prix Ontario Lessee, LLC ECOLAB INC. ATTN: SAMUEL C. WISOTZKEY 4650 N. PORT WASHINGTON ROAD 2ND FLOOR NORTH MILWAUKEE, WI 53212-1059
$0.00
$117,773.70
$0.00
$0.00
$117,773.70
$0.00
$2,940.45
$0.00
$0.00
$2,940.45
Adjusted Total:
$0.00
$209,656.82
$0.00
$0.00
$209,656.82
Page12of12
Schedule 4 Wrong Debtor Claims to be Reclassified

Claim # 251 Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $4,608.88
Total $4,608.88
Creditor:
AI SCO - AMERICAN LINEN DIV ATTN: KENNETH I MAIZUMI PO BOX 25068 ANAHEIM, CA 92825
Filed On: Debtor Filed Against: Correct Debtor:
9/20/2010 Innkeepers USA Trust, et al. Grand Prix Anaheim Orange Lessee LLC
23
Creditor:
AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865
$0.00
$498.66
$0.00
$299.30
$797.96
8/2/2010 Innkeepers USA Trust, et al. Grand Prix Floating Lessee LLC
941
Creditor:
AUTOCRAT INC. ATTN: TINA DRITT 10 BLACKSTONE VALLEY PLACE LINCOLN, RI 02865
$0.00
$0.00
$0.00
$1,308.24
$1,308.24
10/27/2010 Innkeepers USA Trust, et al. Grand Prix Fixed Lessee LLC
1746
Creditor:
CITY AND COUNTY OF DENVER/TREASURY ATTN: DONALD W. KORTE - KAREN KATROS 201 W. COLFAX AVENUE, DEPARTMENT 1001 DENVER, CO 80202
$0.00
$0.00
$8,762.71
$0.00
$8,762.71
Filed On:
1/18/2011
Debtor Filed Against: Correct Debtor:
Innkeepers USA Trust, et al. Grand Prix Fixed Lessee LLC
Page 1

Total $4,280.91
Creditor:
CITY OF NAPLES ATTN: ROBERT D. PRITT 735 EIGHTH ST S NAPLES, FL 34102
1743
Creditor:
CITY OF TROY WATER DEPARTMENT 4693 ROCHESTER RD TROY, MI 48085
$7,896.54
$0.00
$0.00
$0.00
$7,896.54
583
Creditor:
COMMERCIAL FLOOR TECH, INC. ATTN: VICTOR G EMERSON 4630 Knopp Avenue Louisville, KY 40213
$2,275.50
$0.00
$0.00
$500.00
$2,775.50
9/30/2010 Innkeepers USA Trust, et al. KPA/GP Louisville (HI) LLC
342
Creditor:
EXPOVISION, INC. ATTN: CAROL CAMPANOLA 3141 FAIRVIEW PARK DRIVE SUITE 550 Falls Church, VA 22042
$0.00
$0.00
$0.00
$4,810.00
$4,810.00
Page 2

Claim # 60 Name and Address of Claimant Secured $1,785.10 Administrative $0.00 Priority $0.00 Unsecured $0.00
Total $1,785.10
Creditor:
GREATER LANSING CONVENTION & VISITORS BUREAU ATTN: MICHAEL B. ZUMBAUGH 500 E. MICHIGAN AVE., STE 180 LANSING, MI 48912
1385
Creditor:
HARLEY RATLIFF 4909 BELINDER RD WESTWOOD, KS 66205
$0.00
$0.00
$0.00
$2,058.00
$2,058.00
10/29/2010 Grand Prix Englewood / Denver South LLC Grand Prix Fixed Lessee LLC
788
Creditor:
ILLINOIS BELL TELEPHONE COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921
$0.00
$0.00
$0.00
$211.20
$211.20
231
Creditor:
INDIANAPOLIS POWER & LIGHT COMPANY ATTN: LACHELLE D. STEPP P.O. BOX 1595 INDIANAPOLIS, IN 46206
$0.00
$0.00
$0.00
$5,109.37
$5,109.37
Page 3

Total $4,098.33
Creditor:
KENTUCKY UTILITIES COMPANY ATTN: JON WINFREY ONE QUALITY STREET LEXINGTON, KY 40507
1771
Creditor:
LUXE HOSPITALITY INC. ATTN: RICARDO CALIDONIO 11461 SUNSET BLVD LOS ANGELES, CA 90049
$0.00
$0.00
$0.00
$13,313.78
$13,313.78
170
Creditor:
MANNO ASOCIATES INC. DBA PMI ATTN: PETER MANNO 60 EAST 42ND STREET NEW YORK, NY 10165
$0.00
$0.00
$0.00
$4,904.42
$4,904.42
233
Creditor:
MARRIOTT INTL., INC. ON BEHALF OF THE MARRIOTT ATLANTA ATTN: A. ALAHOUZOS, COLLECTIONS ADMIN. 10400 FERNWOOD ROAD DEPT. 52/923.21 BETHESDA, MD 20817
$0.00
$0.00
$0.00
$4,009.60
$4,009.60
Filed On:
9/8/2010
Debtor Filed Against: Correct Debtor:
Innkeepers USA Trust, et al. Grand Prix Fixed Lessee LLC
Page 4

Total $1,087.40
Creditor:
MICHIGAN BELL TELEPHONE COMPANY ATTN: KRISTEN BERGSTROM AT&T ATTORNEY: JAMES GRUDUS, ESQ. AT&T INC. ONE AT&T WAY, ROOM 3A218 BEDMINSTER, NJ 07921
1773
Creditor:
NATIONAL GRID ATTN: LISA CROUSE 300 ERIE BLVD WEST SYRACUSE, NY 13202
$0.00
$0.00
$0.00
$8,141.46
$8,141.46
1773
Creditor:
NATIONAL GRID ATTN: LISA CROUSE 300 ERIE BLVD WEST SYRACUSE, NY 13202
$0.00
$0.00
$0.00
$8,141.46
$8,141.46
337
Creditor:
PACIFIC GAS AND ELECTRIC COMPANY ATTN: JOVELLE BOBIAN, BANKRUPTCY REPRESENTATIVE P.O. BOX 8329 STOCKTON, CA 95208
$0.00
$0.00
$0.00
$81,380.33
$81,380.33
Page 5

Total $7,515.33
Creditor:
SEMINOLE COUNTY TAX COLLECTOR ATTN:RAY VALDES 1101 EAST FIRST STREET PO BOX 630 SANFORD, FL 32772
12/28/2010 Innkeepers USA Trust, et al. Grand Prix Altamonte LLC
168
Creditor:
UNITED PARCEL SERVICE ATTN: PHYLLIS A. HAYES C/O RECEIVABLE MANAGEMENT SERVICES (RMS) P.O. BOX 4396 TIMONIUM, MD 21094
$0.00
$0.00
$0.00
$18.90
$18.90
8/30/2010 Grand Prix Columbia LLC Grand Prix Fixed Lessee LLC
228
Creditor:
US LAWNS OF LEHIGH VALLEY ATTN: RAYMOND J WALSH PO BOX 90310 ALLENTOWN, PA 18109
$0.00
$0.00
$0.00
$5,897.90
$5,897.90
577
Creditor:
WASHINGTON SELECTIONS ATTN: JOHN BARTELL C/O RAFF & MASONE, P.A. 1081 AVENUE C BAYONNE, NJ 07002
$0.00
$0.00
$0.00
$6,228.91
$6,228.91
Page 6

Total $4,632.66
Creditor:
WAYNE COUNTY TREASURER WOJTOWICZ #18759 ATTN: RAYMOND J. WOJTOWICZ WAYNE COUNTY TREASURER #18759 400 MONROE ST., SUITE #520 DETROIT, MI 48226
4/25/2011 Innkeepers USA Trust, et al. Grand Prix Livonia LLC
Wrong Debtor Claim Totals
25
$24,105.13
$498.66
$8,762.71
$160,408.39
$193,774.89
Page 7
Schedule 5 No Liability Claims

Claim # Debtor Grand Prix Floating Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $7,820.01 Total $7,820.01
Objection Reason The Claim is for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
Claim To Be Disallowed Filed On:
1684 11/22/2010
Creditor:
CIT Technology Financing Services, Inc. Attn: Geoffrey J. Peters, Esq. C/O Weltman, Weinberg & Reis Co. 175 South Third Street, Suite #900 Columbus, OH 43215
1810
Grand Prix IHM, Inc
Creditor:
CIT TECHNOLOGY FINANCING SERVICES, INC. ATTN: STACEY GRAY BANKRUPTCY PROCESSING SOLUTIONS INC. 1162 E SONTERRA BLVD STE 130 SAN ANTONIO, TX 78258
$0.00
$0.00
$0.00
$9,259.18
$9,259.18
5/2/2011
The Claim is for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
1203.99
Creditor:
DE LAGE LANDEN FINANCIAL SERVICES, INC. ATTN: LARRY LEVIN 1111 OLD EAGLE SCHOOL ROAD WAYNE, PA 19087
$0.00
$0.00
$0.00
$9,675.29
$9,675.29
10/21/2010
The Claim is for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
Page 1

Claim # Debtor Grand Prix Denver LLC Name and Address of Claimant Secured $400,000.00 Administrative $0.00 Priority $0.00 Unsecured $0.00 Total $400,000.00
Objection Reason Claim 1826 is allegedly based on personal injury. Any recoveries based on the personal injuries alleged in the aforementioned Claims will come solely from the proceeds of the Debtors applicable insurance policies and not against the Debtors, their estates, or their successors. Thus, the Debtors books and records indicate the Debtors are not liable for such Claims.
1826.2 5/23/2011
Creditor:
EDDIE R. ANDERSON C/O JONATHAN A. CROSS CROSS LIECHTY LANE PC 7100 E.BELLEVIEW AVENUE, SUITE G-11 GREENWOOD VILLAGE, CO 80111
863 10/25/2010
Creditor:
INLAND EMPIRE HEATING & A/C Attn: Kevin Becker 3044 E. Dunes St. Ontario, CA 91761
$0.00
$0.00
$2,297.56
$0.00
$2,297.56
The Claim is on account of a subcontract at the Hilton Ontario. The Debtors did not enter into a contract with the claimant. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
766 10/21/2010
Creditor:
LIBERTY MUTUAL INSURANCE COMPANY ATTN: RUSSELL DAME LIBERTY MUTUAL GROUP CUSTOMER ACCOUNTING SERVICES 100 LIBERTY WAY- P.O. BOX 1525 DOVER, NH 03820
$0.00
$0.00
$0.00
$111,167.00
$111,167.00
Pursuant to the Insurance Order, the Debtors are current on their payments for all insurance providers. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
Page 2

Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured Administrative Priority Unsecured Total
Objection Reason The Claim is on account of a workers compensation claim. Any recovery will come solely from the proceeds of the Debtors applicable insurance policies and not against the Debtors, their estates, or their successors. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
334 9/27/2010
Creditor:
MARGARET KELLER C/O M. NEZELE 30 SHADOWBROOK DR. ENDICOTT, NY 13760 $0.00 $0.00 $0.00 $0.00 $0.00
652 10/15/2010
Creditor:
NLP Geoffrey Lee C/O Solomon Ward Seidenwurm & Smith LLP 401 B Street, Suite 1200 San Diego, CA 92101
$0.00
$0.00
$0.00
$7,213.12
$7,213.12
The Claim is on account of the claimants attorney fees. The Debtors books and records indicate the Debtors are not liable for the Claim.
670 10/15/2010
Creditor:
ROYAL FINISH, INC. ATTN: STEPHANIE PARKS 12225 GREENVILLE AVENUE Suite 700 DALLAS, TX 75023
$0.00
$0.00
$1,007.00
$1,007.00
$2,014.00
The Debtors paid the Claim by check #116737 dated Oct 8, 2010.
Page 3

Claim # Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $490.00 Total $490.00
Objection Reason The Claim is for contract rejection damages. The Debtors, however, are assuming the underlying contract and are current on payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
348 9/28/2010
Creditor:
SUNBELT POOLS OF GEORGIA, LLC. 3596 OAKCLIFF RD Atlanta, GA 30340
647 10/15/2010
Creditor:
WARD AUTO ATTN: ROSE FARINA 9380 CHESTNUT ST. FRANKLIN PARK, IL 60131
$0.00
$3,752.46
$0.00
$3,752.46
$7,504.92
The Debtors paid the Claim by check #114295 on Sep 9, 2010,#113619 on Sep 2, 2010, #118203 on Oct 22,2010 and #117413 on Oct 15,2010.
73
Creditor:
ZURICH AMERICAN INSURANCE COMPANY ATTN: MARC OUIMET 9TH FLOOR, TOWER 2 1400 AMERICAN LANE SCHAUMBURG, IL 60196 $0.00 $0.00 $0.00 $0.00 $0.00
8/9/2010
The Claim is on account of an unliquidated claim by an insurance provider. Pursuant to the Insurance Order, the Debtors are current on their payments. Thus, the Debtors books and records indicate the Debtors are not liable for the Claim.
Claims To Be Disallowed Totals
12
$400,000.00
$3,752.46
$3,304.56
$150,384.06
$557,441.08
Page 4
Schedule 6 Wrong Debtor Claims

Claim # Debtor Grand Prix Morristown LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00
Unsecured $1,157.69
Total $1,157.69
Redundant Claim
1712
Creditor:
Filed On:
12/17/2010
Remaining Claim Filed On:
1713
Grand Prix Morristown LLC
12/17/2010
$0.00
$1,157.69
$0.00
$1,157.69
$2,315.38
Redundant Claim
736
Grand Prix Ontario Lessee, LLC
Creditor:
GLOBAL RESTAURANT DESIGN C/O EDWARD KERNS LAW OFFICES OF EDWARD P. KERNS 5743 CORSA AVE.. #116 WESTLAKE VILLAGE, CA 91362
$0.00
$0.00
$0.00
$129,604.39
$129,604.39
Filed On:
10/20/2010
Remaining Claim
738
KPA HI Ontario LLC
Filed On:
10/20/2010
GLOBAL RESTAURANT DESIGN C/O EDWARD KERNS LAW OFFICES OF EDWARD P. KERNS 5743 CORSA AVE.. #116 WESTLAKE VILLAGE, CA 91362
$0.00
$0.00
$0.00
$129,604.39
$129,604.39
Redundant Claim
1809
Grand Prix Anaheim Orange Lessee LLC
Creditor:
KENNEDY WHOLESALE, INC. ATTN: K KENNEDY P.O. BOX 2426 IRWINDALE, CA 91706-1230
$0.00
$0.00
$0.00
$2,562.71
$2,562.71
Filed On:
5/2/2011
Remaining Claim
259
Grand Prix Anaheim Orange Lessee LLC
KENNEDY WHOLESALE ATTN: KATHY KENNEDY PO BOX 2426 IRWINDALE, CA 91706
$0.00
$0.00
$0.00
$2,562.71
$2,562.71
Filed On:
9/20/2010
Page 1

Claim # Debtor KPA HI Ontario LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00
Total $90,480.00
Redundant Claim
918
Creditor:
SKADDEN. ARPS, SLATE, MEAGHER & FLOM LLP ATTN: VERED RABIA, RAND APRIL, NEIL ROCK & VAN DURRER FOUR TIMES SQUARE NEW YORK, NY 10036
Filed On:
10/26/2010
Remaining Claim
878
Filed On:
10/26/2010
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Attn: Vered Rabia, Rand April, Neil Rock & Van Durrer Four Times Square New York, NY 10036
$0.00
$0.00
$0.00
$90,480.00
$90,480.00
Redundant Claim Totals
$0.00
$0.00
$0.00
$223,804.79
$223,804.79
Page 2
Schedule 7 Equity Interests Claims
Schedule 7 Equity Interest Claims

Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $5,700.00 Total $5,700.00
Objection Reason The Claim is based on ownership of equity interests in the Debtors.
1775 3/9/2011
Creditor:
GARETH TOOLY 7259 U.S. HIGHWAY 11 POTSDAM, NY 13676
1613 11/2/2010
Creditor:
HETAPRIMA INVESTMENTS 1014 N. COLISEUM BLVD FORTWAYNE, IN 46805 $0.00 $0.00 $0.00 $0.00 $0.00
The Claim is based on ownership of equity interests in the Debtors.
1612 11/2/2010
Creditor:
HITESH M. PATEL 1014 NORTH COLISEUM BLVD FT WAYNE, IN 46805 $0.00 $0.00 $0.00 $0.00 $0.00
The Claim is based on ownership of equity interests in the Debtors.
$0.00
$0.00
$0.00
$5,700.00
$5,700.00
Page 1
Schedule 8 Insufficient Support Claims

Claim # Debtor Grand Prix IHM, Inc Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $9,626.55 Total $9,626.55
Objection Reason The Claim does not provide sufficient documentation for the Debtors to reconcile the Claim with their books and records.
767 10/21/2010
Creditor:
INTERNAL REVENUE SERVICE ATTN: NAN DILLINGHAM P.O. BOX 7346 PHILADELPHIA, PA 19114
678 10/18/2010
Creditor:
NEW JERSEY AMERICAN WATER CO. P.O. BOX 578 ALTON, IL 62002
$0.00
$0.00
$0.00
$147.50
$147.50
The Claim does not provide sufficient documentation for the Debtors to reconcile the Claim with their books and records.
679 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$147.38
$147.38
Page 1

Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $236.60 Total $236.60
680 10/18/2010
Creditor:
681 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$450.42
$450.42
682 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$166.38
$166.38
Page 2

683 10/18/2010
Creditor:
684 9/24/2010
Creditor:
$0.00
$0.00
$0.00
$1,138.59
$1,138.59
685 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$1,256.31
$1,256.31
Page 3

686 10/7/2010
Creditor:
687 9/29/2010
Creditor:
$0.00
$0.00
$0.00
$251.09
$251.09
688 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$35.16
$35.16
Page 4

689 10/18/2010
Creditor:
690 10/8/2010
Creditor:
$0.00
$0.00
$0.00
$196.90
$196.90
691 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$264.72
$264.72
Page 5

692 10/8/2010
Creditor:
693 10/8/2010
Creditor:
$0.00
$0.00
$0.00
$183.65
$183.65
694 10/18/2010
Creditor:
$0.00
$0.00
$0.00
$197.72
$197.72
Page 6

Claim # Debtor Innkeepers USA Trust, et al. Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00 Unsecured $3,972.64 Total $3,972.64
697 10/12/2010
Creditor:
1749 1/19/2011
Creditor:
OHIO DEPARTMENT OF TAXATION ATTN: REBECCA L. DAUM BANKRUPTCY DIVISION P.O. BOX 530 COLUMBUS, OH 43216
$0.00
$0.00
$7,743.21
$2,350.00
$10,093.21
529
Grand Prix IHM, Inc
Creditor:
PENNSYLVANIA DEPARTMENT OF REVENUE ATTN: MARY E. MCKEE BANKRUPTCY DIVISION PO BOX 280946 HARRISBURG, PA 17128
$0.00
$0.00
$68,051.86
$14,584.38
$82,636.24
10/5/2010
Page 7

Claim # Debtor Grand Prix IHM, Inc Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $5,658.35 Unsecured $0.00 Total $5,658.35
246
Creditor:
STATE OF MICHIGAN, DEPARTMENT OF TREASURY ATTN: MICHAEL A. COX, ATTORNEY GENERAL OR JUANDISHA M. HARRIS, AAG CADILLAC PLACE, STE. 10-200 3030 W. GRAND BLVD. DETROIT, MI 48202
9/20/2010
1755 1/24/2011
Grand Prix IHM, Inc
Creditor:
STATE OF NEW JERSEY DEPARTMENT OF LABOR AND WORKFORCE DEVELOPMENT DIVISION OF EMPLOYER ACCOUNTS PO BOX 379 TRENTON, NJ 08625-0379
$5,583.66
$0.00
$0.00
$0.00
$5,583.66
1546.99 10/29/2010
Creditor:
THE SHERATON LLC Attn: MARC WHITMER 600 Galleria Parkway, Suite 1700 General Counsel - Franchise Division Atlanta, GA 30339
$0.00
$0.00
$0.00
$1,658,259.00
$1,658,259.00
Page 8

Claim # Debtor Name and Address of Claimant 24 Secured $5,583.66 Administrative $0.00 Priority $81,453.42 Unsecured $1,694,636.56 Total $1,781,673.64
Objection Reason
Page 9
Schedule 9 Amended and Replaced Claims
Schedule 9 Amended & Replaced Claims

Debtor Grand Prix Las Colinas LLC Name and Address of Claimant Secured $101,210.07 Administrative $0.00 Priority $0.00
In re: Innkeepers USA Trust Case No 10-13800 Jointly Administered
Claim #
Unsecured $0.00
Total $101,210.07
1770 2/17/2011
Creditor:
DALLAS COUNTY C/O ELIZABETH WELLER - LINEBARGER GOGGAN BLAIR & SAMPSON LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201
1823 5/16/2011
Grand Prix Las Colinas LLC
DALLAS COUNTY C/O ELIZABETH WELLER LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2323 BRYAN STREET SUITE 1600 DALLAS, TX 75201
$55,053.83
$0.00
$0.00
$0.00
$55,053.83
1768 2/17/2011
Creditor:
$123,878.81
$0.00
$0.00
$0.00
$123,878.81
1824 5/16/2011
$67,384.63
$0.00
$0.00
$0.00
$67,384.63
Page 1

Debtor Grand Prix Addison (SS) LLC Name and Address of Claimant Secured $206,935.56 Administrative $0.00 Priority $0.00
Claim #
Unsecured $0.00
Total $206,935.56
1769 2/17/2011
Creditor:
1825 5/23/2011
Grand Prix Addison (SS) LLC
$112,563.85
$0.00
$0.00
$0.00
$112,563.85
Page 2

Debtor KPA/GP Ft. Walton LLC Name and Address of Claimant Secured $10,305.15 Administrative $0.00 Priority $0.00
Claim #
Unsecured $0.00
Total $10,305.15
1669 11/12/2010
Creditor:
OKALOOSA COUNTY TAX COLLECTOR JUSTIN GORDON- CHRIS HUGHES 151 C EGLIN PARKWAY NE FT WALTON BEACH, FL 32548
1815 5/16/2011
KPA/GP Ft. Walton LLC
OKALOOSA COUNTY TAX COLLECTOR ATTN: JUSTIN GORDON 73 EGLIN PKWY NE, STE. 111 FORT WALTON BEACH, FL 32548
$5,847.27
$0.00
$0.00
$0.00
$5,847.27
1670 11/19/2010
Creditor:
$221,042.75
$0.00
$0.00
$0.00
$221,042.75
OKALOOSA COUNTY TAX COLLECTOR JUSTIN GORDON- CHRIS HUGHES 151 C EGLIN PARKWAY NE FT WALTON BEACH, FL 32548
1816 5/16/2011
OKALOOSA COUNTY TAX COLLECTOR ATTN: JUSTIN GORDON 73 EGLIN PKWY NE. STE. 111 FORT WALTON BEACH, FL 32548
$126,868.82
$0.00
$0.00
$0.00
$126,868.82
$663,372.34
$0.00
$0.00
$0.00
$663,372.34
Page 3
Schedule 10 Duplicative Claims

Debtor Grand Prix Ft. Wayne LLC Name and Address of Claimant Secured $116,884.50 Administrative $0.00 Priority $2,430.00
In re:Innkeepers USA Trust Case No 10-13800 Jointly Administered
Claim #
Unsecured $0.00
Total $119,314.50
1798 4/18/2011
Creditor:
ALLEN COUNTY TREASURER ATTN: SUSAN L. ORTH ONE EAST MAIN STREET ROOM 104 FORT WAYNE, IN 46802-1811
Remaining Claim
287
Grand Prix Ft. Wayne LLC
ALLEN COUNTY TREASURER ATTN: SUSAN L. ORTH ONE EAST MAIN STREET ROOM 104 FORT WAYNE, IN 46802
$0.00
$0.00
$91,379.73
$0.00
$91,379.73
Filed On:
9/23/2010
1819
Creditor:
FAIR HARBOR CAPITAL, LLC AS ASSIGNEE OF BISTRO 301 PO BOX 237037 NEW YORK, NY 10023
$0.00
$0.00
$0.00
$6,021.80
$6,021.80
5/17/2011
Remaining Claim
1357
BISTRO 301 ATTN: J.S. RILEY 301 W. MARKET ST LOUISVILLE, KY 40202
$0.00
$0.00
$0.00
$5,191.98
$5,191.98
Filed On:
10/29/2010
Page 1

Debtor Grand Prix Fixed Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00
Claim #
Unsecured $1,842.92
Total $1,842.92
1818 5/17/2011
Creditor:
BRANTLEY CLEANERS 5000 BELTLINE RD SUITE 950 DALLAS, TX 75254
Remaining Claim
249
BRANTLEY CLEANERS ATTN: AAMIR HASHAMBHAI 5000 BELTLINE ROAD DALLAS, TX 75254
$0.00
$0.00
$0.00
$1,842.92
$1,842.92
Filed On:
9/20/2010
1817
Creditor:
BRANTLEY CLEANERS 5000 BELTLINE RD SUITE 950 DALLAS, TX 75254
$0.00
$0.00
$0.00
$1,623.37
$1,623.37
5/17/2011
Remaining Claim
250
BRANTLEY CLEANERS ATTN: AAMIR HASHAMBHAI 5000 BELTLINE ROAD DALLAS, TX 75254
$0.00
$0.00
$0.00
$1,623.37
$1,623.37
Filed On:
9/20/2010
1797
Creditor:
JOHN M. CRAWLEY, LLC ATTN: JOHN M. CRAWLEY 7 GROGANS PARK DRIVE, SUITE 11 THE WOODLANDS, TX 77380
$0.00
$0.00
$0.00
$393,122.70
$393,122.70
4/13/2011
Remaining Claim
1060
MICHAEL BOLTZ, ATTORNEY $0.00 2400 Woodloch Forest Dr. Suite 575 The Woodlands, TX 77380 $0.00 $0.00 $0.00 $0.00
Filed On:
10/28/2010
Page 2

Debtor Grand Prix Floating Lessee LLC Name and Address of Claimant Secured $0.00 Administrative $0.00 Priority $0.00
Claim #
Total $25,405.92
1804
Creditor:
SONAR CREDIT PARTNERS, LLC AS ASSIGNEE OF MY LIMOUSINE SERVICE 200 BUSINESS PARK DRIVE, SUITE 201 ARMONK, NY 10504
4/19/2011
Remaining Claim
97
MY LIMOUSINE SERVICE 235 ROUTE 10 EAST East Hanover, NJ 07936
$0.00
$0.00
$0.00
$25,405.92
$25,405.92
Filed On:
8/13/2010
1822 5/16/2011
Creditor:
VIRGINIA DEPARTMENT OF TAXATION P.O. BOX 2156 RICHMOND, VA 23218-2156
$0.00
$0.00
$30.96
$1,200.00
$1,230.96
Remaining Claim
1711
VIRGINIA DEPARTMENT OF TAXATION TAXING AUTHORITY CONSULTING SERVICES, P.C. P.O. BOX 2156 RICHMOND, VA 23218-2156 $0.00 $0.00 $0.00 $0.00 $0.00
Filed On:
12/13/2010
$116,884.50
$0.00
$2,460.96
$429,216.71
$548,562.17
Page 3

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Hearing Date: July 21, 2011 at 2:00 p.m. (ET) Response Deadline: July 14, 2011 at 4:00 p.m.

New York, New York Dated: June 15, 2011

SCHEDULES 1-10 TO EXHIBIT A ATTACHED TO THIS

Bankruptcy Code and Bankruptcy Rule 3007.

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

Exhibit A Proposed Order

Each Claim to Be Adjusted listed on Schedule 2 attached hereto is hereby

the implementation of this Order.

New York, New York Dated: _________________, 2011

Honorable Shelley C. Chapman United States Bankruptcy Judge

Schedule 1 Claims to be Reclassified

Ninth Omnibus Objection

Schedule 1 Claims to be Reclassified

In re:Innkeepers USA Trust Case No 10-13800

9/28/2010 Grand Prix Fixed Lessee LLC

Innkeepers USA Trust, et al.

Grand Prix Willow PHILADELPHIA, PA 19134 Grove LLC

Filed Claim Amount

Innkeepers USA Trust, et al.

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

8/10/2010 Grand Prix Floating Lessee LLC

Innkeepers USA Trust, et al.

12/20/2010 Grand Prix Fixed Lessee LLC

Ninth Omnibus Objection

Schedule 1 Claims to be Reclassified

In re:Innkeepers USA Trust Case No 10-13800

3/28/2011 Grand Prix Floating Lessee LLC

Filed Claim Amount

Innkeepers USA Trust, et al.

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

11/1/2010 Grand Prix Fixed Lessee LLC

Innkeepers USA Trust, et al.

10/28/2010 Grand Prix Fixed Lessee LLC

Innkeepers USA Trust, et al.

10/28/2010 Grand Prix Fixed Lessee LLC

Ninth Omnibus Objection

Schedule 1 Claims to be Reclassified

In re:Innkeepers USA Trust Case No 10-13800

12/27/2010 Grand Prix Fixed Lessee LLC

Filed Claim Amount

Innkeepers USA Limited Partnership

Filed On: Correct Debtor/ Adjusted Priority/ Remaining Claim

9/10/2010 Grand Prix Fixed Lessee LLC

Grand Prix Westchester LLC

10/4/2010 Grand Prix Fixed Lessee LLC

Filed Claim Totals Modified Priority Status/Reduced Amount Totals

Schedule 2 Claims to be Adjusted

Ninth Omnibus Objection

Schedule 2 Claims to be Adjusted

In re:Innkeepers USA Trust Case No 10-13800

Filed Claim Amount

Filed On: Adjusted Priority/ Remaining Claim

10/27/2010 Grand Prix Chicago LLC

Filed Claim Amount

Grand Prix Ontario Lessee, LLC

Filed On: Adjusted Priority/ Remaining Claim

9/24/2010 Grand Prix Ontario Lessee, LLC

Filed Claim Amount

Grand Prix Fixed Lessee LLC

Filed On: Adjusted Priority/ Remaining Claim

9/30/2010 Grand Prix Fixed Lessee LLC

Filed Claim Amount

Grand Prix Westchester LLC