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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

STIPULATION AND AGREED ORDER RESOLVING DEBTORS OBJECTIONS TO GUARANTY CLAIMS ASSERTED BY TRIMONT REAL ESTATE ADVISORS, INC. AND LEHMAN ALI INC. AGAINST GRAND PRIX HOLDINGS LLC1 The Trustee2 of the Liquidation Trust (the Trustee), SASCO 2008-C2, LLC (SASCO), Lehman ALI Inc. (Lehman), and Apollo Investment Corporation (Apollo and, together with the Trustee, SASCO, and Lehman, the Parties), by and through their undersigned counsel, hereby stipulate and agree as follows (the Stipulation and Agreed Order): RECITALS WHEREAS, on July 13, 2011, the Debtors filed the Debtors Objection to Guaranty Claims Asserted by TriMont Real Estate Advisors, Inc. Against Grand Prix Holdings, LLC [Docket No. 1865] (the SASCO Objection) objecting to (a) the guaranty claim [Claim No.

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1445] (as amended, modified, or supplemented from time to time, the Plan).

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1811] asserted by TriMont Real Estate Advisors, Inc. (TriMont) in connection with the Anaheim Mezzanine Loan and (b) the guaranty claim [Claim No. 1812] asserted by TriMont in connection with the Floating Rate Mezzanine Loan (collectively, the SASCO Guaranty Claims) asserted against Grand Prix Holdings LLC (Holdings) pursuant to those two certain guaranty agreements executed as of June 29, 2007, by Holdings for the benefit of Lehman ALI, Inc., as original lender; WHEREAS, on July 13, 2011, the Debtors filed the Debtors Objection to Guaranty Claim Asserted by Lehman ALI, Inc. Against Grand Prix Holdings LLC [Docket No. 1866] (the Lehman Objection and, together with the TriMont Objection, the Objections) objecting to the guaranty claim [Claim No. 1418] in connection with the Floating Rate Mortgage Loan (the Lehman Guaranty Claim and, together with the SASCO Guaranty Claims, the Guaranty Claims) asserted against Holdings pursuant to that certain guaranty agreement executed as of June 29, 2007 by Holdings for the benefit of Lehman ALI, Inc.; WHEREAS, on July 13, 2011, the Debtors filed the Debtors Objection to Guaranty Claim Asserted by Midland Loan Services, Inc. Against Grand Prix Holdings LLC [Docket No. 1867] (the Five Mile Objection) objecting to the $83,965,000 claim asserted by Five Mile Capital Real Estate Advisors LLC against Holdings pursuant to that certain guaranty executed as of June 29, 2007 by Holdings for the benefit of Lehman ALI Inc. (the Five Mile Guaranty Claim); WHEREAS, on February 24, 2012, SASCO, as successor in interest to TriMont with respect to the SASCO Guaranty Claims, filed (i) the Response of SASCO 2008-C2, LLC to Debtors Objection to Guaranty Claims Asserted by TriMont Real Estate Advisors, Inc. Against Grand Prix Holdings LLC, and Memorandum in Support of Motion for Summary Judgment 2
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Regarding Claim Objection [Docket No. 2305] (the SASCO Response) requesting the Bankruptcy Court to allow the SASCO Guaranty Claims, and (ii) SASCO 2008-C2, LLCs Motion for Summary Judgment with Respect to Debtors Objection to Guaranty Claims Asserted by TriMont Real Estate Advisors, Inc. Against Grand Prix Holdings, LLC [Docket No. 2306] (the SASCO Motion); WHEREAS, on March 9, 2012, the Trustee filed the Trustees Reply to Response of SASCO 2008-C2, LLC to Debtors Objection to Guaranty Claims Asserted by TriMont Real Estate Advisors, Inc. Against Grand Prix Holdings LLC [Docket No. 2336] (the Trustees Reply); WHEREAS, on March 9, 2012, the Trustee filed the Stipulation and Agreed Order Resolving Debtors Objection to Guaranty Claim Asserted by Five Mile Capital Real Estate Advisors LLC Against Grand Prix Holdings LLC [Docket No. 2332] (the Five Mile Stipulation) resolving the Five Mile Objection and the Five Mile Guaranty Claim; and WHEREAS, Apollo holds 100% of the common equity interests in Holdings. STIPULATION AND AGREED ORDER IT IS THEREFORE STIPULATED AND AGREED AS FOLLOWS: 1. Each of the Guaranty Claims shall be deemed Allowed Class R4B Claims against

Holdings in the aggregate amount of $160,941,506.26 (the Allowed Guaranty Claims) as follows: a) Claim No. 1811 shall be an Allowed General Unsecured Claim against Holdings in the amount of $21,300,000.00. b) Claim No. 1812 shall be an Allowed General Unsecured Claim against Holdings in the amount of $131,345,438.26. c) Claim No. 1418 shall be an Allowed General Unsecured Claim against Holdings in the amount of $8,296,068.00. 3
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2.

Distributions on account of the Allowed Guaranty Claims [Claim nos. 1418,

1811, and 1812] shall be made to SASCO in accordance with the Remaining Debtor Plan and the Distribution Waterfall, provided that, pursuant to this Stipulation and Agreed Order, upon approval of this Stipulation and Agreed Order by the Court, SASCO shall be deemed to have directed the Trustee, and the Trustee shall be authorized and directed by the Court, to distribute directly to Apollo a total of $325,000.00 from the aggregate amount to be distributed to SASCO on account of the Allowed Guaranty Claims. The amounts to be so distributed to SASCO and Apollo shall not be subject to any offset, right of recoupment, or other defense or reduction. 3. The Parties acknowledge that no promise, inducement, or agreement not stated

herein has been made to them in connection with this Stipulation and Agreed Order, and that this Stipulation and Agreed Order constitutes the entire agreement between them regarding the Objection to, and allowance of, the Guaranty Claims. 4. This Stipulation and Agreed Order is conditioned on, and shall not become After approval by the Court, this

effective unless and until it is approved by the Court.

Stipulation and Agreed Order shall not be modified, altered, amended, or vacated without written consent of all Parties hereto and order of the Court. modification shall be null and void. 5. In the event the Court does not approve this Stipulation and Agreed Order at the Any other purported amendment or

March 28, 2012 hearing, unless otherwise agreed in writing by the Parties: (a) this Stipulation and Agreed Order shall be void ab initio; (b) all Parties rights, including without limitation with respect to the Guaranty Claims, the Objection, the SASCO Motion, the SASCO Response, the Trustees Reply, and the Five Mile Stipulation shall be restored as if this Stipulation and Agreed Order had not been entered into; and (c) the Trustee and SASCO will seek a new hearing date 4
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with respect to the Guaranty Claims, the Objection, the SASCO Motion, the SASCO Response, the Trustees Reply, and the Five Mile Stipulation. 6. This Stipulation and Agreed Order may be executed in multiple counterparts, any

of which may be transmitted by facsimile or electronic mail, and each of which shall be deemed an original, but all of which together shall constitute one instrument.

IT IS SO ORDERED: March 28, 2012 New York, New York

/s/ Shelley C. Chapman HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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Dated: March 26, 2012 New York, New York

/s/ Todd C. Meyers Todd C. Meyers Rex R. Veal KILPATRICK TOWNSEND & STOCKTON LLP 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 541-6555 and

/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

Jonathan E. Polonsky KILPATRICK TOWNSEND & STOCKTON LLP The Grace Building New York, New York 10036 Telephone: (212) 775-8703 Facsimile: (212) 775-8819 Counsel for SASCO 2008-C2, LLC

Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to AP Services, LLC, in its capacity as Trustee

/s/ Alan W. Kornberg Alan W. Kornberg Andrew J. Ehrlich PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1258 Avenue of the Americas New York, New York 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Counsel for Apollo Investment Corporation

/s/ Michael J. Sage Michael J. Sage DECHERT LLP 1095 Avenue of the Americas New York, New York 10036-6797 Telephone: (212) 698-3500 Facsimile: (212) 698-3599 Counsel for Lehman ALI, Inc.

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