UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

In re: INNKEEPERS USA TRUST, et al., Debtors.1

Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

INNKEEPERS USA TRUST, et al., Plaintiffs, v. CERBERUS SERIES FOUR HOLDINGS, LLC, CHATHAM LODGING TRUST, INK ACQUISITION LLC, and INK ACQUISITION II LLC, Defendants.

Adversary Proceeding Case No. 11-02557

JOINT MOTION FOR AUTHORITY TO FILE UNDER SEAL PRE-TRIAL BRIEFING AND EXHIBITS THERETO 2

Plaintiffs Innkeepers USA Trust, and its affiliated debtor entities identified in Paragraph 15 of the Amended Complaint in the above-captioned adversary proceeding (collectively, Plaintiffs) and Defendants Cerberus Series Four Holdings, LLC (Cerberus), INK Acquisition LLC (INK I), INK Acquisition II LLC (INK II), and Chatham Lodging Trust (Chatham,
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 on 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.

and collectively with Cerberus, INK I and INK II, the Defendants, and together with Plaintiffs, the Parties), file this motion (this Motion) for the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Parties, or any other entity filing a pretrial brief or opposition brief as contemplated by the Courts September 6, 2011 Scheduling Order [Docket No. 6] (the Scheduling Order) in this matter, to file under seal any documents that contain AEO Material, Highly Confidential Material or Confidential Material (as defined in the Amended Stipulated Protective Order [Docket No. 34]), and (b) directing that unredacted versions of the documents filed under seal shall remain under seal and not be made available to anyone without the consent of the Parties or further order of the Court. In support of this Motion, the Parties respectfully state as follows: Jurisdiction 1. This adversary proceeding is brought pursuant to Fed. R. Bankr. P. 7001(1) and

7001(9). This Court has subject matter jurisdiction over this adversary proceeding pursuant to 28 U.S.C. 157 and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This proceeding is a core proceeding under 28 U.S.C. 157(b) arising in a case under title 11 of the United States Code, 11 U.S.C. 101-1532, among other grounds. 2. On May 19, 2011, the Court entered an order approving Plaintiffs entry into the

Commitment Letter with the Defendants. That order provided that the Court retains jurisdiction with respect to all matters arising from or related to the implementation of this Order. Further, the May 16, 2011 Binding Commitment Letter approved by the Court, provides that each of the parties: irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Innkeepers Bankruptcy Court, in any action or proceeding arising out of or relating to this Amended and Restated Commitment Letter, the Term Sheet, the other Investment Documents, the Fixed/Floating Rate Auction, and the 2
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construction and enforcement of the Bidding Procedures Order, including the qualification of bids thereunder. 3. The statutory bases for the relief requested herein are sections 105 and 107(b) of

title 11 of the United States Code (the Bankruptcy Code) and Rule 9018 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). Background 4. On August 29, 2011, Plaintiffs filed this adversary proceeding against

Defendants. Pursuant to the Courts Scheduling Order, a trial is set for October 10-12, 2011. Pre-trial briefs are due October 3 and opposition briefs are due October 7. 5. On September 6, 2011, the Court entered a Stipulated Protective Order [Docket

No. 6], and on September 22, 2011, the Court entered an Amended Stipulated Protective Order [Docket No. 34]. The Amended Stipulated Order provides for the protection of Confidential Material, Highly Confidential Material, and Attorneys Eyes Only (AEO) Material. 6. The Parties pre-trial briefs and oppositions, and supporting papers and exhibits

thereto contain or will contain Confidential Material, Highly Confidential Material, and AEO Material as defined in the Amended Stipulated Protective Order, including sensitive information pertaining to the Parties businesses. Relief Requested 7. By this Motion, the Parties request entry of an order (a) authorizing the Parties, or

any other entity filing a pretrial or opposition brief, to file under seal all pretrial and opposition briefs, supporting papers, and exhibits thereto, that contain AEO Material, Highly Confidential Material or Confidential Material, and (b) directing that unredacted versions of the documents filed under seal shall remain under seal and not be made available to anyone without the consent of the Parties or further order of the Court. 3
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Basis For Relief 8. Section 105(a) of the Bankruptcy Code codifies the inherent equitable powers of

the bankruptcy court and empowers the bankruptcy court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). Section 107(b) of the Bankruptcy Code provides courts with the power to issue orders that will protect entities from potential harm that may result from the disclosure of certain confidential information. 11 U.S.C. 107(b). This section provides in relevant part: On request of a party in interest, the bankruptcy court shall, and on the bankruptcy courts own motion, the bankruptcy court may (1) protect an entity with respect to a trade secret or confidential research, development, or commercial information; . . . . Id. 9. Further, Bankruptcy Rule 9018 defines the procedures by which a party may Specifically, Bankruptcy

move for relief under section 107(b) of the Bankruptcy Code.

Rule 9018 provides, in relevant part, that on motion the court may make any order which justice requires . . . to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information . . . . See Fed. R. Bankr. P. 9018. Once a court determines that a party in interest is seeking protection of information that falls within one of the categories enumerated in section 107(b), the court is required to protect a requesting interested party and has no discretion to deny the application. See Video Software Dealers Assn v. Orion Pictures Corp. (In re Orion Pictures Corp.), 21 F.3d 24, 27 (2d Cir. 1994). 10. The Parties pre-trial briefs, supporting papers, and exhibits thereto contain

Confidential Material, Highly Confidential Material, and AEO Material as defined in the Amended Stipulated Protective Order. detrimental and prejudicial to the Parties. Public dissemination of this information could be

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Motion Practice 11. This Motion includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this Motion. Accordingly, the Parties submit that this joint Motion satisfies Rule 9013-1(a) of the Local Bankruptcy Rules for the Southern District of New York. No Prior Request 12. court. No prior motion for the relief requested herein has been made to this or any other

5
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WHEREFORE, the Parties 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 and further relief as is just and proper.

Dated: October 3, 2011

/s/ Daniel T. Donovan James H.M. Sprayregen, P.C. Anup Sathy Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and

SCHULTE ROTH & ZABEL LLP By: __/s/ Brian T. Kohn_____________ Alan R. Glickman Howard O. Godnick Adam C. Harris Michael E. Swartz Brian T. Kohn 919 Third Avenue New York, New York 10022 Telephone: (212) 756-2000 Attorneys for Defendants Cerberus Series Four Holdings, LLC, Ink Acquisition LLC and Ink Acquisition II LLC WACHTELL, LIPTON, ROSEN & KATZ By:__/s/ Joshua A. Naftalis_______ David C. Bryan Scott K. Charles Andrew J.H. Cheung Joshua A. Naftalis Adam P. Schleifer 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Attorneys for Defendant Chatham Lodging Trust

Daniel T. Donovan (admitted pro hac vice) Patrick M. Bryan (admitted pro hac vice) Jeffrey G. Landis (admitted pro hac vice) KIRKLAND & ELLIS LLP 655 Fifteen Street, N.W. Washington, DC 20005-5793 Telephone: (202) 879-5000 Facsimile: (202) 879-5200 Attorneys for Plaintiffs

Exhibit A

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC)

Debtors.1

Jointly Administered

INNKEEPERS USA TRUST, et al., Plaintiffs, v. CERBERUS SERIES FOUR HOLDINGS, LLC, CHATHAM LODGING TRUST, INK ACQUISITION LLC, and INK ACQUISITION II LLC, Defendants.

Adversary Proceeding Case No. 11-02557

ORDER GRANTING JOINT MOTION FOR AUTHORITY TO FILE UNDER SEAL PRE-TRIAL BRIEFING AND EXHIBITS THERETO 2 Upon consideration of the Parties joint motion (this Motion) for the entry of an order (a) authorizing the Parties, or any other entity filing a pretrial or opposition brief, to file under seal all pretrial and opposition briefs, supporting papers and exhibits thereto, that contain AEO Material, Highly Confidential Material or Confidential Material (as defined in the Amended Stipulated Protective Order [Docket No. 34]), and (b) directing that unredacted versions of the
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 on 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.

documents filed under seal shall remain under seal and not be made available to anyone without the consent of the Parties or further order of the Court; and it appearing that pursuant to Fed. R. Bankr. P. 9018, no notice of the relief requested in the Motion need be provided; and the Court having determined that the legal and factual bases set forth in the Motion 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. 2. The Motion is granted to the extent provided herein. Pursuant to 11 U.S.C. 107(b) and Fed. R. Bankr. P. 9018, the Parties are

authorized to file under seal all pre-trial briefing, supporting papers and exhibits thereto, including reply briefs, that contain AEO Material, Highly Confidential Material or Confidential Material, and the sealed documents shall not be made available to any party without the consent of the Parties or by further order of the Court. 3. The sealed documents (and any information derived from the sealed documents)

shall remain confidential, be filed under seal, and shall be served on and made available only to (a) parties that have signed on to the Amended Stipulated Protective Order, (b) those parties listed in paragraphs 10-12 in the Amended Stipulated Protective Order; and (c) such other parties as ordered by this Court or as agreed to in writing by the Parties. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 5. All time periods set forth in this Order shall be calculated in accordance with

Bankruptcy Rule 9006(a). 6. The Court retains jurisdiction to enforce this Order and the confidentiality of all

documents filed under seal pursuant to this Order and the sensitive information contained

therein, including the authority to impose sanctions on any person or entity that violates this Order.

Dated: _________________, 2011 New York, New York ____________________________________ United States Bankruptcy Judge