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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.

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United States Bankruptcy Court One Bowling Green New York, New York

February 8, 2011 4:44 PM

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: Avigayil Roth HEARING re Status Conference

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A P P E A R A N C E S : KIRKLAND & ELLIS, LLP Attorneys for Debtor 655 Fifteenth Street, N.W. Washington, D.C. 20005

BY:

DANIEL T. DONOVAN, ESQ.

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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 record. THE COURT: Ready? Okay, Mr. Donovan, all yours. MR. DONOVAN: Daniel Donovan for the debtors. I'm P R O C E E D I N G S All right, we're going to go on the

going to read into the record the stipulated supplemental protective order. "Whereas on August 16th, 2010 the Court entered the original stipulated protective order governing the exchange of information in judicial or other proceedings including, but not limited to contested matters, adversary proceedings, and other disputes arising out of, relating to, or in connection with the cases commenced upon Innkeepers' filing of a voluntary petitions under Chapter 11 of 11 U.S.C., Sections 101-1532. Whereas on January 14th, 2011 the debtors filed their ore tenus motion for entry of an order authorizing the debtors to enter into a commitment letter with Five Mile Capital II Pooling, Lehman ALI Inc., and Midland Loan Services, approving the New Party/Midland commitment between the debtors and Midland Loan Services, approving bidding procedures, approving bid protections, authorizing an expense reimbursement to 'Bidder D', and modifying cash collateral order to increase expense reserve, hereafter referred to as The Motion. Whereas in connection with The Motion certain parties have issued or received discovery seeking, among other things,

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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 the identities of actual or potential stalking horse candidates, and/or bidders engaged during the stalking horse selection negotiation process, or the terms and conditions of their bids. Given the highly sensitive and competitive nature

of such information, to expedite the exchange of discovery materials to facilitate the prompt resolution of disputes over confidentiality and protect discovery material entitled to be kept confidential, the parties hereby stipulated to the following: One, this supplemental protective order applies to all information, documents and things exchanged in or subject to discovery in connection with The Motion, produced either by a party or a nonparty, formally or informally, in response to or in connection with any requests for information or discovery related to The Motion. Including, without limitation,

deposition testimony, interrogatories, answers to interrogatories, requests for admission, responses to requests for admission, documents and things produced, as well as any and all copies, abstracts, digests, notes, summaries and excerpts thereof in any deposition or hearing testimony with respect thereto, hereafter referred to as The Discovery Material. This supplemental protective order, along with the original protective order, shall govern the information exchanges in discovery relating to The Motion. This

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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 supplemental protective order should be read in conjunction with the original protective order and unless specifically stated otherwise, nothing in this supplemental protective order is meant to invalidate the original protective order or any terms therein. Paragraph 3: In addition to the categories of

discovery material set forth in the original protective order, a producing person may designate discovery material as 'Highly confidential, attorneys' eyes only' if such producing party believes in good faith, or with the respect to documents received from or testimony given by another person has been reasonably advised by such other person, that such discovery material constitutes or includes information that identifies actual or potential stalking horse candidates, and/or bidders, or the terms and conditions of any actual or potential bids of such person. Paragraph 4: Highly confidential, attorneys' eyes

only material shall be given, shown, made available to, or commuted only to the following: a)Outside counsel and staff

working under the express direction of such counsel for parties in this matter; b) Any deponent or witness who is either a representative of the debtors, or the author or recipient of the highly confidential, attorneys' eyes only material; c) Financial advisors, only after use by the producing party in a declaration, or at a deposition, or by any party with the

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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 consent of the producing party; d) The Court, its officers and

clerical staff in any judicial proceeding that may result from this motion; e) Outside photocopying, graphic production, or

litigation support; and f) Court reporters, stenographers and videographers who record deposition or other testimony in a litigation. Paragraph 5: Highly confidential, attorneys' eyes

only material may only be used at trial or at any hearing held in open court with the consent of the debtors, or upon court order. So stipulated." THE COURT: MR. DONOVAN: Okay. Thank you, Your Honor.

(Whereupon these proceedings were concluded at 4:49 PM)

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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 Date: February 10, 2011 Veritext 200 Old Country Road Suite 580 Mineola, NY 11501 I, Avigayil Roth, 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

Avigayil Roth
AVIGAYIL ROTH

______________________________________

Digitally signed by Avigayil Roth DN: cn=Avigayil Roth, c=US, o=Veritext Reason: I am the author of this document Date: 2011.02.10 15:33:32 -05'00'

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