Hearing Date and Time: April 28, 2011 at 10:00 a.m.

prevailing Eastern Time

Objection Deadline: April 21, 2011 at 4:00 p.m. prevailing Eastern Time
K&E 18639169
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.
Marc J. Carmel (admitted pro hac vice)
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: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
NOTICE OF DEBTORS MOTION FOR AUTHORITY TO ENTER INTO
SETTLEMENT AGREEMENT WITH COPELANDS OF NEW ORLEANS1
PLEASE TAKE NOTICE that a hearing (the Hearing)
2
for the relief requested in the
above-referenced motion (the Motion) will be held before the Honorable Shelley C. Chapman,

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.

2
K&E 18639169
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 April 28, 2011 at 10:00 a.m. prevailing
Eastern Time or such other time as counsel may be heard.
PLEASE TAKE FURTHER NOTICE that any objections to the Motion: (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 April 21, 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 objections that are timely filed, served, and received will be considered.


2
All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

3
K&E 18639169
New York, New York /s/ Brian S. Lennon
Dated: April 7, 2011 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.
Marc J. Carmel (admitted pro hac vice)
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 and Time: April 28, 2011 at 10:00 a.m. prevailing Eastern Time
Objection Deadline: April 21, 2011 at 4:00 p.m. prevailing Eastern Time

K&E 18639169
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.
Marc J. Carmel (admitted pro hac vice)
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: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)

DEBTORS MOTION FOR AUTHORITY TO ENTER INTO
SETTLEMENT AGREEMENT WITH COPELANDS OF NEW ORLEANS
1

Innkeepers USA Trust and certain of its affiliates, as debtors and debtors in possession
(collectively, the Debtors), file this motion (this Motion) for the entry of an order,

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.

2
K&E 18639169
substantially in the form attached hereto as Exhibit A (the Order), authorizing the Settling
Debtors (as defined herein) to enter into that certain Settlement Agreement, dated March 15,
2011 (the Settlement Agreement), attached hereto as Exhibit B, by and between Debtors
Innkeepers Morristown, LLC, Innkeepers USA Limited Partnership, and Grand Prix Floating
Lessee LLC (the Settling Debtors) and Copelands of New Orleans (Copelands and,
together with the Settling Debtors, the Parties), regarding disputes related to certain
intellectual property. In support of this Motion, the Debtors respectfully state as follows:
Jurisdiction
1. The United States Bankruptcy Court for the Southern District of New York
(the Court) has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This
matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2).
2. Venue is proper pursuant to 28 U.S.C. 1408 and 1409.
3. The statutory bases for the relief requested herein are section 363 of title 11 of the
United States Code (the Bankruptcy Code) and Rules 6004 and 9019(a) of the Federal Rules
of Bankruptcy Procedure (the Bankruptcy Rules).
Background
4. 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. 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).

3
K&E 18639169
5. Additional information regarding the Debtors business, capital structure, and the
circumstances leading to the Chapter 11 Cases is contained in the Amended Declaration of
Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First-Day
Pleadings [Docket No. 33, as supplemented by Docket No. 516].
The Settlement Agreement
6. The Settling Debtors and their affiliated Debtors own and operate the Westin
Governor Morris Hotel in Morristown, New Jersey (the Hotel). In 2005, the Debtors acquired
the Hotel, which included a restaurant named Copeland (the Restaurant). The Restaurant
continues to operate and includes a martini bar, a wine room, and other fine dining features. The
Restaurant maintains a web site at the address www.copelandrestaurant.com (the Domain
Name).
7. On information and belief, Copelands, an entity not affiliated with the Debtors,
owns and operates restaurants in a number of southern states using the names Copelands,
Copelands of New Orleans, or variations thereon. On March 12, 2010, Copelands filed a
civil action (No. 10-13335-FSH-PS) in the United States District Court for the District of New
Jersey (the Dispute), principally alleging that the Settling Debtors improperly used federally
registered trademarks belonging to Copelands. In the Dispute, Copelands argued that the
Restaurants name is likely to confuse diners as to whether the Restaurant is part of the
Copelands chain, harming Copelands brand and trademarks. In the Dispute, Copelands also
alleged New Jersey state law trademark violations and unfair competition, as well as
cybersquatting.
8. On October 28, 2010, Copelands filed two identical proofs of claim for
unsecured claims of $3,353,605 each against Debtors Grand Prix Floating Lessee, LLC and
Innkeepers USA Limited Partnership on account of the Dispute (the Proofs of Claim).

4
K&E 18639169
9. After good faith, arms-length negotiations, the Settling Debtors and Copelands
entered into the Settlement Agreement to resolve the Proofs of Claim to avoid the expense and
uncertainty of litigation. In substantial part, the Settlement Agreement provides for the
following:
2

The Settling Debtors shall cease using the name Copeland or a confusingly similar
mark and shall remove such marks from the Restaurant and the Hotel on or before
September 11, 2011 (the Cessation Date). Until the Cessation Date, the Settling
Debtors may continue to use the Copeland mark.
On or before the Cessation Date, the Settling Debtors shall transfer and assign all
rights to the Domain Name to Copelands. Until the Cessation Date, the Settling
Debtors may continue to use the Domain Name.
Within 10 days of entry of the Order, Copelands shall dismiss the Dispute and
withdraw the Proofs of Claim.
The Parties grant each other mutual releases, including releases by Copelands for all
claims and counts identified in the Dispute.
Relief Requested
10. By this Motion, the Debtors request the entry of an order (a) authorizing the
Settling Debtors to enter into the Settlement Agreement and (b) granting such other relief as is
just and proper.
Basis for Relief
I. The Terms of the Settlement Agreement Are Appropriate Under Section 363(b) of
the Bankruptcy Code.
11. A debtor may sell property of the estate after notice and a hearing . . . other than
in the ordinary course of business . . . . 11 U.S.C. 363(b)(1). The sale of property of the
estate, other than in the ordinary course of business, is authorized when there is a sound
business reason that justifies such action. See Comm. of Equity Sec. Holders v. Lionel Corp. (In

2
To the extent that the summary of the Settlement Agreement provided herein is inconsistent with the terms of
the Settlement Agreement, the Settlement Agreement shall control.

5
K&E 18639169
re Lionel Corp.), 722 F.2d 1063, 1071 (2d Cir. 1983). When a valid business justification is
articulated, the law vests the debtors decision to use, sell, or lease property out of the ordinary
course of business with a strong presumption that in making a business decision the directors of
a corporation acted on an informed basis, in good faith and in the honest belief that the action
taken was in the best interests of the company. See Official Comm. of Subordinated
Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 BR. 650, 656 (S.D.N.Y.
1992). The business judgment rule has vitality in chapter 11 cases and shields a debtors
management from judicial second-guessing. Id.; see Comm. of Asbestos Related Litigants
and/or Creditors v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 615-16
(Bankr. S.D.N.Y. 1986) ([T]he Code favors the continued operation of a business by a debtor
and a presumption of reasonableness attaches to a debtors management decisions).
12. Once a debtor articulates a valid business justification for its actions, courts in the
Second Circuit give great deference to the substance of the directors decision and will not
invalidate the decision, will not examine its reasonableness, and will not substitute its views for
those of the board if the latters decision can be attributed to any rational business purpose. In
re Global Crossing Ltd., 295 B.R. 726, 744 (Bankr. S.D.N.Y. 2003) (citing Paramount
Commcns Inc. v. QVC Network Inc., 637 A.2d 34, 45 n.17 (Del. 1994)); accord In re Integrated
Res., Inc., 147 B.R. at 656 (presuming, based on the business judgment rule, that in making a
business decision the directors of [the debtor] acted on an informed basis, in good faith and in the
honest belief that the action was in the best interests of the company) (quoting Smith v. Van
Gorkom, 488 A.2d 858, 872 (Del. 1985)); In re Johns-Manville Corp., 60 B.R. at 616. Thus, if a
debtors actions satisfy the business judgment rule, then the transaction in question should be
approved and authorized under section 363(b)(1).

6
K&E 18639169
13. The Debtors believe, in their reasonable business judgment, that the proposed
resolution of the Dispute and the Proofs of Claim as set forth in the Settlement Agreement is
appropriate under the circumstances. The Debtors believe that the consideration provided by
each of the Parties pursuant to the Settlement Agreement constitutes a fair resolution of the
Parties views. If a court were to find that the Settling Debtors are violating trademarks
registered to Copelands, the Settling Debtors would be unable to continue operating the
Restaurant in its present form. Such an outcome could also result in certain claims against the
Debtors which may be deemed to have administrative priority. The Settlement Agreement
provides the Settling Debtors with time to effect an orderly transition to the use of new brands
and marks at the Restaurant. The Settlement Agreement also permits the Debtors to avoid the
uncertainty and expense of litigation. Litigation would require the investment of time and
resources by the Debtors management, which is focused on the Debtors ongoing efforts to
conclude their Chapter 11 Cases. Accordingly, the Debtors respectfully submit that entry into
the Settlement Agreement is a sound exercise of the Debtors reasonable business judgment.
II. The Court Has the Authority to Approve the Settlement Agreement under
Bankruptcy Rule 9019.
14. Bankruptcy Rule 9019(a) provides that [o]n motion by the [debtor in possession]
and after notice and a hearing, the court may approve a compromise or settlement. Fed. R.
Bankr. P. 9019(a). In granting a motion pursuant to Rule 9019(a), a court must find that the
proposed settlement is fair and equitable, and in the best interests of the estate. Protective
Comm. for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424
(1968); Fisher v. Pereira (In re 47-49 Charles St., Inc.), 209 B.R. 618, 620 (S.D.N.Y. 1997);
Airline Pilots Assn, Intl v. Am. Natl Bank and Trust Co. of Chicago (In re Ionospheres Clubs),
Inc., 156 B.R. 414, 426 (S.D.N.Y. 1993), affd 17 F.3d 600 (2d Cir. 1994).

7
K&E 18639169
15. The decision to approve a particular settlement lies within the sound discretion of
the bankruptcy court. Nellis v. Shugrue, 165 B.R. 115, 122 (S.D.N.Y. 1994). It is the
responsibility of the court to examine a settlement and determine whether it falls below the
lowest point in the range of reasonableness. Cosoff v. Rodman, (In re W.T. Grant Co.), 699
F.2d 599, 608 (2d Cir. 1983); In re Spielfogel, 211 B.R. 133, 144 (Bankr. E.D.N.Y. 1997).
Additionally, a court may exercise its discretion in light of the general public policy favoring
settlements. In re Hibbard Brown & Co., 217 B.R. 41, 46 (Bankr. S.D.N.Y. 1998).
16. While a court must evaluate . . . all . . . factors relevant to a full and fair
assessment of the wisdom of the proposed compromise, Anderson, 390 U.S. at 424-25, a court
need not conduct a mini-trial of the merits of the claims being settled, W.T. Grant Co., 699 F.2d
at 608, or conduct a full independent investigation. In re Drexel Burnham Lambert Group, Inc.,
134 B.R. 493, 496 (Bankr. S.D.N.Y. 1991). [T]he bankruptcy judge does not have to decide the
numerous questions of law and fact . . . . The court need only canvass the settlement to
determine whether it is within the acceptable range of reasonableness. Nellis, 165 B.R. at 123
(internal citations omitted).
17. The Debtors maintain that the Settlement Agreement is fair and equitable and in
the best interests of the estates. The Debtors carefully negotiated the Settlement Agreement at
arms length and in good faith. The Settlement Agreement avoids the expense of litigation in
pursuit of an uncertain outcome with potential damages alleged to be millions of dollars.
Instead, the Settlement Agreement provides the Settling Debtors with the time required to
develop new brands at the Restaurant and minimize the disruption of transitioning the
Restaurants operations. Moreover, the Debtors management and professionals are presently
investing their time and resources in other matters critical to the Chapter 11 Cases, and approval

8
K&E 18639169
of the Settlement Agreement will allow the Debtors to continue these efforts without additional
distraction attributable to the Dispute or the Proofs of Claim. As such, the Debtors submit that
the terms of the Settlement Agreement satisfy the Second Circuits standard for approving a
compromise and respectfully request that the Court approve the Settlement Agreement.
Motion Practice
18. 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 Debtors submit that this Motion satisfies Rule 9013-1(a) of the Local
Bankruptcy Rules for the Southern District of New York.
Waiver of Bankruptcy Rule 6004(a) and 6004(h)
19. To implement the foregoing successfully, the Debtors seek a waiver of the notice
requirements under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use,
sale, or lease of a property under Bankruptcy Rule 6004(h).
The Debtors Reservation of Rights
20. Nothing in the Motion or the Order shall be deemed or construed as: (a) an
admission as to the validity or priority of any claim against the Debtors; (b) a waiver of the
Debtors rights to dispute any claim; or (c) an approval or assumption of any agreement,
contract, or lease pursuant to section 365 of the Bankruptcy Code.
Notice
21. The Debtors have provided notice of this Motion to: (a) 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; and
(b) counsel to Copelands. The Debtors respectfully submit that no further notice is necessary.

9
K&E 18639169
No Prior Request
22. No prior motion for the relief requested herein has been made to this or any other
court.


K&E 18639169
WHEREFORE, the Debtors respectfully request that the Court enter an order,
substantially in the form attached hereto as Exhibit A, granting the relief requested herein and
granting such other relief as is just and proper.
New York, New York /s/ Brian S. Lennon
Dated: April 7, 2011 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.
Marc J. Carmel (admitted pro hac vice)
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




K&E 18639169
EXHIBIT A
Proposed Order



K&E 18639169
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al.,
1
) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)
ORDER AUTHORIZING CERTAIN DEBTORS TO ENTER
INTO SETTLEMENT AGREEMENT WITH COPELANDS OF NEW ORLEANS
1

Upon the motion (the Motion)
2
of the Debtors, as debtors and debtors in possession,
for the entry of an order (this Order) (a) authorizing the Settling Debtors to enter into the
Settlement Agreement and (b) granting such other relief as is just and proper; 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. The Motion is granted to the extent provided herein.

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.
2
All capitalized terms used by otherwise not defined herein shall have the meanings set forth in the Motion.

2

K&E 18639169
2. The Settlement Agreement is approved in all respects.
3. If Copelands does not withdraw the Proofs of Claim within 10 days of entry of
this Order, the Proofs of Claim shall immediately thereafter be disallowed and expunged.
4. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion, including entry into and
performance of the Settlement Agreement.
5. The terms and conditions of this Order shall be immediately effective and
enforceable upon its entry.
6. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
7. 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

United States Bankruptcy Judge



K&E 18639169
EXHIBIT B
Settlement Agreement

THE SEITLEMENT AGREEMENT 1"\Mc.'h \5
This Settlement Agreement ("Agreement") is entered into as of hmwn-y ~ 201 I (the
"Signing Date") by and between Innkeepers Morristown, LLC, a New Jersey Corporation,
Innkeepers USA Limited Partnership, a Florida Limited Partnership and Grand Prix Floating
Lessee LLC, a Florida Corporation (collectively, "Innkeepers") and Copeland's ofNew Orleans,
Inc. ("Copeland's"), a Louisiana corporation. Innkeepers and Copeland's are each referred to
herein as a ' ~ " and together as the "Parties.''
WHEREAS, Copeland's brought a lawsuit against Innkeepers in the United States
District Court for the District of New Jersey, Civil Action No. 10-13335-FSH-PS accusing
Innkeepers of, among other claims, trademark infringement, dilution and unfair competition for
Innkeepers' use of the names "COPELAND," "COPELAND RESTAURANT" and
"COPELAND RESTAURANT AND MARTINI BAR" and the domain name
www.copelaodrestaurant.com, in connection with Innkeepers' restaurant and lounge services;
and
WHEREAS, the Parties desire to compromise their differences in order to avoid further
expense and inconvenience.
NOW THEREFORE, in consideration of the mutual promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. This Agreement shall become effective upon approval by the Bankruptcy Court
administering the chapter 11 cases of Innkeepers and its debtor affiliates (the "Effective Date").
2. On or before one hundred and eighty (180) days after the Signing Date (the
"Cessation Date"), Innkeepers shall cease its use, in the United States, of the mark
"COPELAND" and any confusingly similar trademark or service mark (collectively, the "Mark")
in corwection with any of its operations, good or services, and Innkeepers will remove all
signage, advertisements, menus or any materials incorporating the Mark that are under
Innkeepers' control. Copeland's hereby consents to Innkeepers' use of the Mark until such
cessation.
3. On or before the Cessation Date, Innkeepers shall cease its use of the domain
name www.copelandrestaurantcom (the "Domain Name") by removing all content, and shall
transfer and assign all rights in and to the domain registration for the Domain Name to
Copeland's ofNew Orleans, Inc. Copeland's hereby consents to Innkeepers' use of the Domain
Name until such cessation and transfer.
4. Notwithstanding anything to the contrary in thls Agreement, inclucting Section 7,
this Agreement shall not require Innkeepers to undertake any action with respect to any materials
incorporating the Mark to the extent such materials are no longer under the control of Innkeepers
(for example, print ads already placed in the stream of commerce and related collateral
materials).
{N0439296-}
5. Promptly after the Effective Date, but in any event, no later than ten (10) days
after the Effective Date, Copeland's shall dismiss the lawsuit in the United States District Comt
for the District of New Jersey, Civil Action No. 10-13335-FSH-PS (the "Lawsuit'') with
prejudice, and shall withdraw its proofs of claim in the banlcruptcy proceeding, and Copeland's
hereby releases any and all claims and causes of action (known or unknown, contingent or
otherwise) against Innkeepers, its officers, directors, members, trustees, managers, principals,
shareholders, employees, agents, attorneys, predecessors, successors, affiliates, subsidiaries,
related companies, assigns, professionals and representatives, including all claims and counts
identified in the Lawsuit, and expressly waives and releases any damages resulting therefronL
6. Innkeepers hereby releases aU of its claims against Copeland's and its officers,
directors, members, trustees, managers, principals, shareholders, employees, agents, attorneys,
predecessors, successors, affiliates, subsidiaries, related companies, assigns, professionals and
representatives.
7. The Parties shall execute and deliver to each other such further documents and
take such further action as may reasonably be necessary to effect, consummate, confirm or
evidence their respective obligations under this Agreement.
8. All notices, requests, demands or other communications made pursuant to this
Agreement shall be in writing and shall be deemed properly given when delivered to the Party to
whom addressed or ten (10) days after dispatch by United States mail, first class, postage
prepaid, to the following addresses, or at such other addresses as the Parties may designate by
written notice in the manner aforesaid.
Innkeepers:
Innkeepers USA
340 Royal Poinciana Way
Suite 306
Palm Beach, Florida 33480
Attention: Marc A. Beilinson
and
Innkeepers USA
340 Royal Poinciana Way
Suite 306
Palm Beach, FJorida 33480
Attention: Mark Murphy
With a Copy to:
Kirkland & Ellis LLP
3 00 North LaSalle Street
Chicago, illinois 60654
Attention: Anup Sathy, P.C.
{N0439296 -}
Copeland's:
Bryan M. White
1001 Harimaw Ct.
Metairie, Louisiana 70001
With a Copy to:
King, Krebs & Jurgens PLLC
201 Sl Charles Avenue
45th Floor
New Orleans, Louisiana 70170
Attention: Len R Brignac
9. Each Party shall bear its own fees and costs, including attorneys' fees and costs,
"incurred in connection "lhith this Agreement.
10. Nothing in tlus Agreement shall be deemed or construed as an admission of
liability or wrongdoing on any issue by any Party.
ll. No breach of any provision hereof can be waived unless in writing. The waiver of
a breach of any provision hereof shall not be deemed to be a waiver of any other breach of any
provision hereof.
12. lf any portion of this Agreement is determined to be invalid, illegal or
unenforceable, such portion is deemed severable from this Agreement and the remainder of the
Agreement shall be deemed and remain fully valid.
13. This Agreement shall be governed by, and construed and enforced in accordance
with, the domestic laws of the State of New Y o r ~ withoul giving effect to any choice of law or
conflict of law provision or rule (whether of the State ofNew York or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of New York.
Any dispute, claim or controversy arising out of or relating to this Agreement, including the
breach or validity hereof, shall be adjudicated only by a court of competent jurisdiction in New
York, and each Party hereby consents to the personal jurisdiction of such courts for that purpose;
provided lhat while the chapter 11 cases of Innkeepers and its affiliates bave not been closed, any
dispute, claim or controversy arising out of or relating to this Agreement, including the breach or
validity hereof, shall be adjudicated only by the Bankruptcy Court for the Southern District of
New York, and each Party hereby consents to the personal jurisdiction of such court for that
purpose.
14. This Agreement is executed voluntarily and based on independent judgment
without any duress or undue influence on the Parties or their officers, employees, agents or
attorneys, and no Party is relying on any inducements. promises or representations made by any
other Party or any of its officers, employees, agents or attorneys, other than as set forth herein.
The Parties acknowledge that they have had a full opportunity to consult with legal counsel and
have executed thjs Agreement with full knowledge of its Significance and legal effect.
{N0439296 -}
15. This Agreement shall be considered as drafted jointly by the Parties and no
uncertainty or ambiguity found in the terms hereof shall be construed for or against any Party
based on an attribution of drafting to any Party.
16. This Agreement may be signed m;ing one or more counterparts, each of which
shall be deemed on original and all of which together shall constitute one and the same
document For the purposes of execution, facsimile signatures shall be considered effective and
binding.
17. This Agreement constitutes the entire agreement between the Parties with respect
to the subject matter hereof, and all prior agreements, negotiations and unde:rstandings with
respect to the subject matter hereof are canceUed and superseded by this Agreement.
18. Tlus Agreement shall not be varied in its terms by any oral agreement or
representation or otherwise except by an instrument in writing of subsequent date hereto signed
by the Parties.
19. Each signatory hereto represents that he or she has full authority to bind his or her
respective company and to enter into this Agreement.
20. This Agreement shall be binding upon and inure to the benefit of the Parties, their
affiliates, successors and assigns.
{N0439296 -}
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Signing Date.
Innkeepers Morristown, LLC
By:%L
Cook_
Print Name
TiUe
Date
Innkeepers USA Limited Partnership
By: /P;L
7
AJAtktt. Cool
Print Name
CkTe-{ ore...c
Title
Date
{N0439296 -}
Title
Date
Grand Prix Floating Lessee, LLC
By:
Gok..
Print Name
Title
Date