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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK Case No. 10-13800-scc - - - - - - - - - - - - - - - - - - - - -x In the Matter of:

INNKEEPERS USA TRUST, ET AL.,

Debtors.

- - - - - - - - - - - - - - - - - - - - -x

U.S. Bankruptcy Court One Bowling Green New York, New York

April 28, 2011 10:00 AM

B E F O R E: HON. SHELLEY C. CHAPMAN U.S. BANKRUPTCY JUDGE

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Page 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Transcribed by: Maya Spinner Doc # 1088 Debtors Motion for Authority to Enter into Settlement Agreement with Copelands of New Orleans Doc # 1068 Debtors Second Omnibus Objection to Certain Duplicative Proofs of Claim Doc # 1067 Motion for Omnibus Objection to Claim(s)/Debtors' First Omnibus Objection to Certain Amended and Replaced Proofs of Claim filed by Jennifer Marines on behalf of Innkeepers USA Trust Doc # 1011 Motion for Relief from Stay filed by William E. Gene Sollows on behalf of Keith Jeffries

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Page 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: JOHN D. PENN, ESQ.

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A P P E A R A N C E S : KIRKLAND & ELLIS LLP Attorneys for Debtors 601 Lexington Avenue New York, NY 10022

BY:

BRIAN S. LENNON, ESQ.

MORRISON & FOERSTER, LLP Attorneys for Creditors' Committee 1290 Avenue of the Americas New York, NY 10104

BY:

LORENZO MARINUZZI, ESQ.

HAYNES AND BOONE, LLP Attorneys for Midland Loan Services 201 Main Street Suite 2200 Fort Worth, TX 76102

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Page 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: DAVID M. NEFF, ESQ. (TELEPHONICALLY) PERKINS COIE LLP Attorneys for CWCapital Asset Management, LLC and C-III Asset Management, LLC 131 South Dearborn Street Suite 1700 Chicago, IL 60603 BY: DANIEL FLIMAN, ESQ. KASOWITZ, BENSON, TORRES & FRIEDMAN LLP Attorneys for Five Mile Capital 1633 Broadway New York, NY 10019 BY: VINCENT INDELICATO, ESQ. DEWEY & LEBOEUF LLP Attorneys for Ad Hoc Committee of Preferred Shareholders 1301 Avenue of the Americas New York, NY 10019

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Page 5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 BY: ADAM C. HARRIS, ESQ. (TELEPHONICALLY) SCHULTE ROTH & ZABEL, LLP Attorneys for Interested Party, Serberus 919 Third Avenue New York, NY 10022 BY: JOE CRISCIONE, ESQ. (TELEPHONICALLY) ESOPUS CREEK ADVISORS Other Prof., Ad Hoc Committee of Preferred Shareholders BY: PATRICIA I. CHEN, ESQ. (TELEPHONICALLY) ROPES & GRAY LLP Attorneys for Interested Party, Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600

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INNKEEPERS USA TRUST, ET AL.

Page 6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: MR. LENNON: THE COURT: MR. LENNON: conference room. THE COURT: before you begin. MR. LENNON: THE COURT: phone, please? MR. NEFF: Judge, David Neff on behalf of CWCapital Sure. Can I have appearances of the folks on the Why don't I find out who's on the phone P R O C E E D I N G S Mr. Lennon. Good morning, Your Honor. I'm letting you speak this is delightful. It's great. It's nice to be out of the

Asset Management, C-III Asset Management, LLC. THE COURT: Anyone else? MR. HARRIS: Yes, Your Honor. Adam Harris, Schulte All right. Good morning, Mr. Neff.

Roth & Zabel is monitoring the hearing on behalf of Serberus Management. THE COURT: MS. CHEN: All right. Yes. Ms. Chen, are you there?

Patricia Chen from Ropes & Gray also

is just monitoring the hearing. THE COURT: listen only. All right. And I think I have a party on

Okay, Mr. Lennon. Good morning, Your Honor, Brain Lennon of

MR. LENNON:

Kirkland & Ellis on behalf of Innkeepers.

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INNKEEPERS USA TRUST, ET AL.

Page 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 noon. Your Honor, it's a relatively short agenda today the first matter is a status report which I'd like to keep brief. As you know the bid deadline was April 25th. There has been a

tremendous amount of activity and we are looking forward to an auction on Monday. And we'll be glad to report to the Court

after the auction what the results will be. Your Honor, the second item on the agenda was a motion to lift the automatic stay filed by Keith Jeffries. THE COURT: MR. LENNON: Right. We filed a stipulation on April 22nd and

noticed it out saying if anybody wished to be heard on it that they could raise those objections today. I'm not aware of any

objections and would request that the Court enter the order or sign the stipulation. THE COURT: Just checking to see if the deadline is

We'll enter the order today assuming that no objections

come in before noon. ?? MR. LENNON: THE COURT: MR. LENNON: Thank you, Your Honor. All right. Your Honor, the next two items on the

agenda are the first and second omnibus claims objections. There were no responses to the first omnibus claims objection which was just amended and replaced proofs of claims. With

respect to the second omnibus claims objections we did receive one informal response with respect to claim number's 1341,

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INNKEEPERS USA TRUST, ET AL.

Page 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1386, 1422, 1370, 1394 and 1447 and we've agreed that we would adjourn those to, I believe, the May 24th hearing -- no date's been set. No date has been set but we'll -THE COURT: MR. LENNON: Okay. All right.

-- we'll provide you with a status chart

as the claim's objections become more voluminous and complicated. THE COURT: All right. Does anyone else wish to be

heard with respect to the first omnibus objection to claims or the second omnibus objection to claims? All right. Why don't you send those orders on those

and we'll enter them as well. ?? MR. LENNON: Sure. Thank you, Your Honor.

Your Honor, the last item on the agenda is the motion for authority to enter into a settlement agreement with Copeland of New Orleans. I believe the debtors operated a

restaurant in Morristown, New Jersey that used the same name. There was a litigation regarding the trademark infringement. We've agreed to give back the name and to transfer the domain name -THE COURT: MR. LENNON: Okay. -- to Copeland of New Orleans and there's

mutual releases of all claims involved. THE COURT: MR. LENNON: All right. I'm not aware of any objection and would

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INNKEEPERS USA TRUST, ET AL.

Page 9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 request that the Court enter the order. THE COURT: MR. LENNON: I have today. THE COURT: That's it? That's wonderful. Thank you. I will enter the order. ?? Thank you, Your Honor. That it all that

Good luck with all the auctions proceedings this week and I'll see you in May. MR. LENNON: THE COURT: Thank you very much, Your Honor. Have a good day. Thank you.

(Whereupon these proceedings were concluded at 10:03 AM)

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Page 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Motion for relief from Stay filed by William E. Gene Sollows on behalf of Keith Jeffries - Granted First and second omnibus claims objections Granted Debtors Motion for Authority to Enter into Settlement Agreement with Copelands of New Orleans - Granted 9 2 8 12 RULINGS Page 7 Line 17 I N D E X

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Page 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Date: May 2, 2011 Veritext 200 Old Country Road Suite 580 Mineola, NY 11501 I, Maya Spinner, certify that the foregoing transcript is a true and accurate record of the proceedings. C E R T I F I C A T I O N

Maya Spinner
MAYA SPINNER

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Digitally signed by Maya Spinner DN: cn=Maya Spinner, c=US, o=Veritext Reason: I am the author of this document Date: 2011.05.02 15:17:28 -04'00'

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