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Hearing Date and Time: October 6, 2011 at 10:00 a.m.

prevailing Eastern Time


Objection Deadline: September 12, 2011 at 4:00 p.m. prevailing Eastern Time
K&E 19269107
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.
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 NLP FURNITURE INDUSTRIES, INC.1
PLEASE TAKE NOTICE that a hearing (the Hearing)
2
for the relief requested in the
above-referenced motion (the Motion), to the extent necessary, will be held before 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 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.

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K&E 19269107
Honorable Shelley C. Chapman, 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
October 6, 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 September 12, 2011 at 4:00 p.m. prevailing
Eastern Time (the Objection Deadline) 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.
PLEASE TAKE FURTHER NOTICE that, if no written objection to the Motion has
been properly filed and served by the Objection Deadline, the Bankruptcy Court may enter an
order approving the Motion without a hearing.

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

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K&E 19269107
New York, New York /s/ Brian S. Lennon
Dated: August 29, 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.
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: October 6, 2011 at 10:00 a.m. prevailing Eastern Time
Objection Deadline: September 12, 2011 at 4:00 p.m. prevailing Eastern Time

K&E 19269107
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.
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 NLP FURNITURE INDUSTRIES, INC.
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.

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substantially in the form attached hereto as Exhibit A (the Order), authorizing the Debtors to
enter into that certain Settlement Agreement, dated July 7, 2011 (the Settlement Agreement),
attached hereto as Exhibit B, by and between Debtor Innkeepers USA Limited Partnership
(Innkeepers USA LP) and NLP Furniture Industries, Inc., a California corporation (NLP
and, together with Innkeepers USA LP, the Parties), regarding a dispute over the proper terms
of a purchase of certain furniture and a prior settlement agreement related thereto. 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).

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5. On May 19, 2011, the Court entered an order approving the Debtors disclosure
statement and solicitation procedures [Docket No. 1441]. On June 29, 2011, the Court entered
an order confirming the Debtors plan of reorganization [Docket No. 1804].
Background
6. NLP, a furniture supplier to certain of the Debtors hotels, filed suit against
Innkeepers USA LP on January 13, 2009, in San Diego Superior Court Case No. 37-2009-
00081296-CU-BC-CTL, regarding the terms of a quote for certain furniture (the First
Lawsuit). On June 26, 2009, NLP and Innkeepers USA LP entered into a written agreement to
settle the First Lawsuit (the Original Settlement).
7. After the Parties entered into the Original Settlement, Innkeepers USA LP
contended that NLP breached the Original Settlement. As a result, Innkeepers USA LP sued
NLP in San Diego Superior Court Case No. 37-2009-00102694-CU-BC-CTL, seeking to enforce
the Original Settlement (the Second Lawsuit and, together with the First Lawsuit,
the Lawsuits). NLP answered the Second Lawsuit and denied all allegations.
8. The Debtors have a continuing need for the furniture referenced in the Lawsuits,
and the Parties settlement negotiations focused on a revised and mutually agreeable quote for
that furniture.
The Settlement Agreement
9. After good faith, arms-length negotiations, Innkeepers USA LP and NLP entered
into the Settlement Agreement to resolve the Lawsuits, consummate a transaction for certain
furniture, preserve the Parties ongoing business relationship, and avoid the expense and

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uncertainty of litigation. In substantial part, the Settlement Agreement provides for the
following:
2

Innkeepers USA LP will purchase from NLP the items set forth in a quotation, dated
June 9, 2011 (the Quotation), at the prices set forth in the Quotation, for a total of
$61,496.00, and Innkeepers USA LP will issue a purchase order consistent with the
terms of the Quotation (the Purchase Order).
3

Within three days after Court approval of the Settlement Agreement, Innkeepers USA
LP will file a Request for Dismissal of the Second Lawsuit with prejudice.
The transaction between Innkeepers USA LP and NLP will be governed by the
language of the Purchase Order with respect to all aspects of the order not specifically
set forth in the revised quotation.
Innkeepers USA LP will pay to NLP a down payment of $36,898.00, with the
remainder to be paid upon NLPs tender of the completed furniture items to
Innkeepers USA LP.
Innkeepers USA LP will bear all shipping costs, taxes, duties, and other costs arising
from the transport of such furniture. Any furniture not picked up by Innkeepers USA
LPs shipper or courier within 30 days of NLPs tender of such furniture will be
forfeited, and NLP shall retain, sell, transfer, or otherwise dispose of and/or liquidate
such remaining furniture as well as retain such proceeds, if any.
The Parties will grant each other mutual releases arising from or connected to the
Original Settlement, the Lawsuits, and/or the Parties relationship.
Relief Requested
10. By this Motion, the Debtors request the entry of an order (a) authorizing
Innkeepers USA LP to enter into the Settlement Agreement and (b) granting such other relief as
is just and proper.

2
To the extent the summary of the Settlement Agreement provided herein is inconsistent with the terms of the
Settlement Agreement, the Settlement Agreement shall control in all respects.
3
The Quotation is attached as Exhibit A to the Settlement Agreement.

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Basis for Relief
I. The Terms of the Settlement Agreement Are Appropriate Under Section 363(b) of
the Bankruptcy Code.
11. A debtor may use, sell, or lease 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 use,
sale, or lease 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 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

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Commcns Inc. v. QVC Network Inc., 637 A.2d 34, 45 n.17 (Del. 1994)); 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).
13. The Debtors believe, in their reasonable business judgment, that the proposed
resolution of the Lawsuits as set forth in the Settlement Agreement is appropriate under the
circumstances. The Debtors believe the consideration provided by each of the Parties pursuant
to the Settlement Agreement constitutes a fair resolution of the Parties views and a fair
Quotation for the furniture at issue. And the Settlement Agreement allows the Parties to
continue their mutually beneficial business relationship. Finally, the Settlement Agreement
permits the Debtors to avoid the uncertainty and expense of litigation that would require the
investment of time and resources by the Debtors managementtime more appropriately spent
focused on the Debtors ongoing efforts to conclude the 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).

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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 respectfully submit that the Settlement Agreement is fair and
equitable and in the best interests of the estates. First, the Debtors carefully negotiated the
Settlement Agreement at arms length and in good faith. Second, the Debtors believe in their
reasonable business judgment that the terms of the Quotation are reasonable. Third, the Debtors
have a continuing need for NLPs furniture, and the Settlement Agreement allows the Parties to
resume their mutually beneficial business relationship. Finally, as discussed above, the
Settlement Agreement allows the Debtors to avoid costly, uncertain litigation that would demand
time and resources of the Debtors management and professionals more appropriately spent on

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matters central to the Debtors emergence from chapter 11. Accordingly, the Debtors submit 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 consistent with the Confirmation
Order [Docket No. 1804], which is available at www.omnimgt.com/innkeepers, the website
maintained by Omni Management Group, LLC, the Debtors notice and claims agent. The
Debtors respectfully submit that no further notice is necessary.

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


K&E 19269107
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: August 29, 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.
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 19269107
EXHIBIT A
Proposed Order



K&E 19269107
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 APPROVING SETTLEMENT
AGREEMENT WITH NLP FURNITURE INDUSTRIES, INC.
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 Innkeepers USA LP 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.

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2. The Settlement Agreement is approved in all respects.
3. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Motion.
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. 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 19269107
EXHIBIT B
Settlement Agreement

SETTLEMENT AGREEMENT AND RELEASE
1. INTRODUCTION
This Settlement Agreement ("Agreement") is made and entered into as of Z ; e ~ ~
1, 2011 by and between NLP Furniture Industries, Inc., a California corporation
("NLP") on the one hand, and Innkeepers USA Limited Partnership, a Virginia limited
partnership ( "Innkeepers") on the other hand. NLP and Innkeepers shall collectively be
referred to herein as the "Parties."
2. RECITALS
2.1 WHEREAS, on January 13, 2009, NLP sued Innkeepers in San Diego
Superior Court Case No. 37-2009-00081296-CU-BC-CTL. Innkeepers. answered the
lawsuit and filed a cross-complaint against NLP ("Underlying Action");
2.2 WHEREAS, on June 26, 2009, NLP and Innkeepers entered into a written
agreement to settle the Underlying Action ("SETTLEMENT"). Pursuant to the
SETTLEMENT, both NLP and Innkeepers had certain obligations and duties. The
SETTLEMENT also contained standard release language and a waiver of California Civil
Code 1542;
2.3 WHEREAS, subsequent to the Parties entering into the SETTLEMENT
Innkeepers contended that NLP breached the SETTLEMENT. Innkeepers also asserted
that provisions of the SETTLEMENT violated California Civil Code 3275 and were
fotfeiture provisions;
2.4 WHEREAS, on November 23, 2009 Innkeepers sued NLP in San Diego
Superior Court Case No. 37-2009-00102694-CU-BC-CTL asserting legal theories related
to the SETTLEMENT ("LAWSUIT"). NLP answered the LAWSUIT and denied all
allegations;
2.5 WHEREAS, on July 19, 2010 (the "Petition Date"), Innkeepers (and its
affiliates) commenced voluntary cases (the "Chapter 11 Cases") under Title 11 of the
United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for
the Southem District of New York (the "Bankruptcy Court"), Case No. 10-13800, and
are continuing to operate their business and manage their properties as debtors in
possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. Subsequent to
the bankruptcy filing, Innkeepers amended the LAWSUIT and added Innkeepers USA
Debtor in Possession as a plaintiff in the LAWSUIT asserting legal theories against NLP;
and
2.6 WHEREAS, the Parties now intend by this Agreement to completely and
forever resolve any and all claims, disputes and/or obligations between one another
related to the SETTLEMENT, the LAWSUIT and the Pruiies' relationship, as well as any
P:00643710:86016.009
1
other claims, demands, losses, damages, costs, attorneys' fees, expenses, compensation,
actions, and causes of action (contingent, accrued, known, unknown, inchoate or
otherwise) against each other on the terms and conditions stated herein:
2.7 WHEREAS, the Parties have determined that, subject to the Bankruptcy
Court's approval, it is in the best interests of the Parties to enter into this Agreement to
effectuate the compromise and resolution of the Lawsuit on the terms set forth herein.
NOW, THEREFORE, for valuable consideration, the Parties agree as follows:
3. AGREEMENT
3.1 Incorporation Of Introduction/Recitals
The Introduction and Recitals described in Sections 1 and 2 of this Agreement are
hereby incorporated into the Agreement.
3.2 Effective Date of the Agreement
The Agreement shall become effective upon approval by the Bankruptcy Court
administering the Chapter 11 Cases (the "Effective Date")
3.3 Terms
Innkeepers will purchase from NLP the items and quantities of items set forth in
the revised quotation dated June 9, 2011 at the prices set forth in the revised quotation. A
true and correct copy of the revised quotation is attached to this Agreement and labeled
Exhibit A. Upon execution of this Agreement, Innkeepers will issue a purchase order
consistent with the terms of the revised quotation. Innkeepers can either increase or
decrease its order by up to twenty (20) percent of the quantity reflected in the revised
quotation for any or all items with the per unit pricing remaining the same.
After Innkeepers issues the purchase order, the transaction between Innkeepers
and NLP will be governed by the language of Innkeepers' purchase order with respect to
all aspects of the order not specifically set forth in the revised quotation. Upon execution
of this Agreement, Innkeepers shall pay to NLP a down payment of $36,898.00, with the
remainder to be paid upon NLP's tender of the completed furniture items to Innkeepers
by making those units available to Innkeepers' shipper or courier of choice.
Within three (3) days after the Bankruptcy Court has approved this settlement,
Innkeepers will file a Request for Dismissal of the LAWSUIT with prejudice. Upon
entry of an order approving this Agreement, all proofs of claim asserted on NLP's behalf
in the Chapter 11 Cases, if any, shall be deemed disallowed and expunged in their
entirety without further need for any actions by Innkeepers or further Bankruptcy Court
approval.
NLP will be deemed to have satisfied its obligations under this section upon
releasing the furniture to Innkeepers' designated shipper or courier, and Innkeepers will
assume all risk of damage or loss commencing upon such release. Innkeepers will bear
P:00643710:86016.009
2
all shipping costs, taxes, duties and other costs arising from the transport of such
furniture. Any furniture not picked up by Innkeepers' shipper or courier by within 30
days of NLP's tender of such furniture shall be forfeited, and NLP shall retain, sell,
transfer or otherwise dispose of and/or liquidate such remaining furniture as well as retain
such proceeds, if any.
3.4 Mutual Release
In consideration of all of the terms and conditions of this Agreement, the Parties,
each acting on behalf of themselves, their insurers, beneficiaries, predecessors,
successors, assigns, and representatives, affiliates and agents, hereby mutually release
and forever discharge each other, each other's predecessors, successors, assigns, partners,
consultants, employees, parents, subsidiaries, officers, directors, principals, agents,
representatives, and all persons, firms, associations or corporations connected with them,
including, without limitation, their insurers, title insurers, lenders, sureties and attorneys,
who are, or may ever become, liable to them, of and from any and all the claims,
demands, causes of action, obligations, damages, losses, costs, fees, other damages
incurred and expenses of every kind and nature whatsoever, known or unknown, fixed or
contingent, arising from, or in any way connected to the SETTLEMENT, the LAWSUIT
and the Parties relationship
3.5 Waiver Of California Civil Code Section 1542
The Parties have read and understand Section 1542 of the California Civil Code.
The Parties expressly waive any benefits under that Section, as it might pertain to claims
or defenses arising out of this matter, said section provides that:
A general release does not extend to claims which the
creditor does not know or suspect to exist in his or her
favor at the time of executing the release, which if known
by him must have materially affected his or her settlement
with the debtor.
This waiver of claims under Civil Code Section 1542 does not apply to (1) any
future claims arising out of breaches of this Agreement.
3.6 No Assignment of Rights
The Parties, and each of their successors, represent and warrant that they are the
sole and rightful owners of all rights, title, and interest in every claim, property interest,
or other matter which the Parties have transferred or released herein, and have not
assigned or otherwise transferred any interest in any claim which the Parties may have
against each other, nor have they made any contracts or agreements to assign, or
otherwise transfer, any interest in any such claim or property interest, nor are they aware
of any pending claim, encumbrance, or cause of action that could, in any manner, affect
the transfers or releases herein contemplated.
P:0064371 0:86016.009
3
3. 7 No Admission
This Agreement represents a compromise of disputed claims and is not, and shall
not be construed as, an admission by any party hereto of any liability whatsoever, all
liability being expressly denied. Further, this Agreement, and all prior communications
leading up to it, shall not in any event constitute, be construed as, be deemed to be
evidence of, or a concession by either party of any liability, improper conduct, or
wrongdoing whatsoever on their respective parts.
3.8 Arm's Length Agreement
This Agreement is a compromise and settlement of the disputed claims and is the
product of arm's length negotiations. It is entered into without prejudice and is not
intended, nor shall it be construed, as an interpretation of any other matter in any court,
arbitration, or other dispute resolution proceeding to create, prove, or interpret the
obligations of any of the Parties.
3.9 Parties To Bear Their Own Costs And Fees
The Parties agree to bear their own costs and attorneys' fees in resolving the
disputes and obligations arising from, or in any way connected to this Agreement, the
SETTLEMENT, the LAWSUIT, and the Parties' relationship.
3.10 Future Cooperation
The Parties agree to perform any acts and to execute any documents consistent
with the terms and conditions of this Agreement which may reasonably be needed,
desired or required to effectuate the terms, conditions and provisions hereof.
3.11 Independent Investigation
It is expressly agreed and understood by the Parties that they have carefully read
this Agreement, that they understand its terms, that they have had the opportunity to seek
legal advice with respect to this Agreement, and that they have relied wholly, upon their
own judgment and knowledge, and have not been influenced to any extent whatsoever in
making this Agreement by any representations or statements made by any other party, or
anyone acting on behalf of any other party, except as expressly contained in this
Agreement. Further, each of the Parties have independently investigated all the material
facts related to this AGREEMENT and have not relied on any representations or
statements made by any other party.
P:00643710:86016.009
4
3.12 Ambiguities
The Parties warrant and represent that any statute or rule of construction that
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.
3.13 Headings
The headings of the paragraphs of this Agreement have been included only for
convenience and shall not be deemed in any manner to modify or limit any of the
provisions of this Agreement or to be used in any manner in the interpretation of this
Agreement.
3.14 Effective Date
This Agreement may be signed in one or more counterparts, each of which shall
be deemed an original. A facsimile signature shall be deemed binding on the Parties.
This Agreement shall be deemed fully executed and effective when all Parties have
executed. at least one of the counterparts, even though no single counterpart bears all such
signatures. In the event that this Agreement is executed separately by each of the Parties
on different dates, the effective date of this Agreement shall be the latest of the execution
dates.
3.15 Severability
Should any provision of this Agreement be declared or determined by any court to
be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be
affected by said illegal or invalid part, term or provision, and shall be deemed not to be a
part of this Agreement.
3.16 Authority
The Parties warrant and represent that the person executing this Agreement on
their behalf has actual authority to execute this Agreement and to bind that party to the
terms of this Agreement.
3.17 Choice Of Law
This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
3.18 Venue
Each of the Parties agrees to submit to the exclusive jurisdiction of the
Bankruptcy Court for any action to enforce or interpret this Agreement.
P:00643710:86016.009
5
3.19 Prior Understandings
This Agreement contains the entire agreement between the Parties with respect to
the subject matter herein, and supersedes all prior understandings, agreements,
representations and warranties. This Agreement may not be amended, supplemented, or
discharged except by an instrument in writing signed by all the settling Parties, and no
waiver of any provision hereof, including this paragraph, shall be effective unless in
writing and signed by all the settling Parties.
3.20 Attorney Fees
The Parties agree that should any claims, disputes, actions, arbitration, litigation,
etc., be initiated by any of the Parties to this Agreement against another party to this
Agreement arising out of the matters discussed or contained in this Agreement, the
prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and
expert expenses consistent with California Civil Code section 1717 and applicable case
law interpreting said statute.
3.21 Effect of Bankruptcy
To the extent that Innkeepers or anyone on its behalf makes a payment or
payments as part of this settlement to NLP, and such payment or payments are
subsequently avoided or ordered to be returned or disgorged as preferential or fraudulent
pursuant to applicable state and/or federal insolvency law, then NLP's release shall be
null and void ab initio and its claims against Innkeepers shall be deemed revived.
3.22 Limitation of Liability
NLP shall not be responsible or liable for any indirect, incidental,
consequential, special, exemplary, or punitive damages that may arise out of this
Agreement or the sale of goods contemplated by it (including, but not limited to,
loss of use or property, goodwill, revenue or profits, or business interruption},
even if NLP, its affiliates, or any of its or its representatives has been advised of
the possibility of such damages.
Ill
Ill
Ill
P:0064371 0:86016.009
6
I 305-933-3024
12:49:41 p.m. 07-11-2011
3.23 Successors and Assigns
This Agreement is and shall be binding upon and shall inure to the benefit of the
Parties, their respective subsidiaries, parents, assigns, ofiicers, directors, shareholders,
and all other related entities, as well as their respective representatives, agents, partners,
servants, employees, insurers, managers, members, attorneys, predecessors, successors,
heirs and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the latest date written below.
Dated: July .::1_, 2011 Innkeepers USA Limited Partnership

y\i\ ... ,,._
Its: vP 6f- eJ<"tr"' f'i"'J,..,tr
Dated: July..::;__, 2011 tries, Inc.
P:00643710:860 16.009
7
EXHIBIT A

Furniture.
1425 Corporate Center Drive
Sulte200
San Diego, CA 92154


QuoteTo: Hampton Inn
Naples, FL
United States
Quotation
Please Fax Approvals and/or Purchase Orders to 619-66151n or sales@nlpfurniture.com
Quote Number:
Quote Date:
Customer:
Salesman:
Ship Via:
FOB:

12970
06109111
BWC0500
Mark Beelaert
Best Way
San Diego
Expires: 09107111
Project Name: Innkeepers, Hampton Inn Naples Fabric lnduded
810 Week lead time upon receipt of DEPOSIT, APPROVALs &. ALL COMs
REVISION 1
P.a.l1
Contact:
Inquiry:
Terms:
Phone:
FAX:
JWI! Rlls.c.rtRl!Qil
1 DESKCHAIR
2
Swivel Task Chair Fabricate
Style#: Custom
Item#: ST-100
Dimensions: 25.25"W X 27"0 X 36"-39"H X 18"-21"SH X 24"-27"AH
Back: Tight upholstered back wl welt at sides
Seat: Tight upholstered seat w. pneumatic lift
Arms: Plastic curved arms; must be coordinated with the clearance under the desk chair
heights, must not be locked Into an adjustable height position for the arms to clear the desk.
Fabric Status: NLP 3 YDS per unit
- Fabric: Hunter Douglas I Vortex I #8 Wind
Valley Forge I Windy Curve 21951-DMM
Repeat: 9.54''V, 14.2"H
Content: 100% Eco-lntelligent Polyester
Foam: Standard 1.8 Density to meet TB 117
Welt: %" Self welt
Leg: 5-Star base wl casters
Finish: Black arms, base & casters
SIDE CHAIR
Gina Gordon
50 % Dep - BAL CBD
(303) 530-3885
(303) 530-3959

109
33
$195.00 lEA
$195.00 /EA
P.a.rt
Jt.ero
3
4
5
Side Chair Fabricate
Style#: custOm
Item#: ST-200
Dimensions: 19'WX 23.25"D X 33.75"H X 19"SH
Back: Exposed wood headrest wl tight upholstered back wl welt at top perimeter
Seat upholstered seat wl welt at perimeter
Fabric Status: NLP 1.75 YDS per unit
-Fabric: Deslgntex I TaUored Stripe 2763-102 I Chesterfield Brown
Repeat 4. 75"V
Content 65% Polyester, 35% Cotton
Fabric: Valley Forge I Stripe Canyon I 369-DMM
Repeat: 4.75"V
Content: 52% Polyester, 13% Rayon, 36% Cotton
Railroaded: Yes
Foam: Standard 1.8 Density to meetTB 117
Welt: %"Self welt
Leg: Exposed wood tapered legs
Stretchers: Side stretchers only
Finish: To match Wllsonart 7943-07 Columbian Wslnut
L&P FULL SLEEPER
Full Sleeper Fabricate
Style #: Custom
Item#: ST-301
Dimensions: 62"W X 37"D X 36.5"H X 20.5"SH X 26.5"AH
Back: Tight upholstered back wl vertical seam In the middle as shown
seat: 2 Loose reversible box style seat cushions
Apron: Tight upholstered apron
Arms: Tight upholstered arms
Mechanism: L&P 3500 Seiies Classic Sq. Tube
Mattress: Standard Innerspring
Fabric Status: NLP 15.25 YDS per unit
-Fabric: Fabricut I Tharp-L I Tidepaol
Repeat: NIA
Content: 64% Polyester, 36% Viscose
Fabric: Valley Farge I New Harbor Plaza Texture 2 I 825-DMM
Repeat NIA
Content 100% Polyester
Foam: Standard 1.8 Density to meetTB 117
Leg: Exposed woad wedged legs
Finish: To match Wilsonart 7943-07 Columbian Walnut
PILLOW
. PHI ow Fabricate Cast included In Sleeper Price
Style#: Standard
Item#: ST-301-P
Dimensions: 18'WX 18"H
Type: Square throw pillow wl welt at perimetr
Fabric Status: NLP .75YDS per unit
Foam: Standard 1.8 Density to meet TB 117
Welt %" Self welt
Fabric Info Missing
LOUNGE CHAIR
Lounge Chair Fabricate
Style #: Custom
Item#: ST-500
Dimensions: 30"W X 32"D X 35"H X 20.5"SH X 26.5"AH
Back: Tight upholstered back wl pull detaU at headrest as shown
Seat: Loose reversible box style seat cushion
Apron: Tight upholstered apron
Arms: Tight upholstered arms
Fabric Status: NLP 7.75 YDS per unit
Fabric: Fabricut I Tharp-L I Tidepaol
Repeat: NIA
Content 64% Polyester, 36% Viscose
Fabric: Valley Forge I New Harbor Plaza Texture 2 I 825-DMM
Repeat NIA
Content 100% Polyester
Foam: Standard 1.8 Density to meet TB 117
Leg: Exposed wood tapered legs
Finish: To match Wllsonart 7943-07 Columbian Walnut
21 $599.00 /EA
42 $25.00 lEA
58 $299.00 /EA
P.a.rt !II.UJ\1\lft
Jt.8J\1 P.e.s.c.rtRtJql)
6 OTTOMAN
7
Ottoman Fabricate
Style #: Custom
Item #: ST -600
Dimensions: 36"W X 22"0 X 19"H
Seat: Tight upholstered w/ button tuft In center. IJVIth stitching that runs up comers and meets
at center forming an "X"
Fabric Status: NLP 3 YDS per unit
- Fabric: Valley Forge I Feather 1 B-OOM
Repeat N/A
Content 100% Polyurethane
Foam: Standard 1.8 Density to meetTB 117
Leg: Exposed wood tapered feet w/ hidden casters
Finish: To match Wilsonart 7943-07 Columbian Walnut
FREIGHT
Freight- This cost is a quoted estimate only. The actual charge may vary. The customer Is
responsible to pay for any additional shipping and handling costs which will be billed.
Total:
'$1/RE: All items sh/pp/17f11.0 CB/ifomla ate subject 1.0 the appropriate County or Qty Sales Tax. Quotes do not Include Safes Tax. tax
added 1.0 the ffna/ price once a quots becomes an order and a ffnaf "SHIP TO" address Is prollfded.
JN ORDER TO EXPEDM YOUR OROER,PLEASE VERJFYTHATTHE FOLLOWING ITEMS ARE INCLUDED ON YOUR PURCHASE ORDER:
* PROJECT NAME
* SIDEMARK INFO
* SHIP TO ADDRESS
* BILL TO INFORMATION INCLUDING CONTACT
* ORDER REQUIRED DATE
* VERIFIED QUANTITlES
* VERIFIED DIMENSIONS AND SPECIFICATIONS
* DETAILED PHOTOS, SKETCHES OR UNE DRAWINGS
* FABRIC VENDOR NAME(s), FABRIC NAME, REPEAT, CONTENTS & COUNTRY OF ORIGIN
* TOTAL YARDS ORDERED AND EXPECTED
* EXPECTED COM FABRIC ARRIVAL DATE TO FACTORY.
* FINISH SAMPLES, OR COLOR SAMPLES IF APPUCABLE.
P.r!c;e.
$135.00 /EA
$0.00 /EA
$61,496.00
The attached Terms and Conditions are incorporated by reference to and made an Integral part of" the Quote. The quote Is conditiOned upon the customer's
agreement to NLP's Terms and Conditions and, by accepting the quote (or issuing a purchase order), the customer agrees to the Terms and Conditions and the
tErms of the transaction will be exclusively as set forth In NLP's Terms and Conditions and Acknowledgement (notwithstanding anything to the contrary In the
customer's purchase order).
All prices are contingent upon final quantities at time order is placed. Please advise!
* Please include a copy of this SIGNED quote with your purchase order for efficient processing.
* All applicable sales tax will be reflected on final invoice * *
All orders shipped via 3rd Party freight are subject to local sales tax.
Thank you for the opportunity to bid on your project!
Part Number
!!!!!! DescriRt!on
By Marcela Carrizosa-Leal
NLP Furniture Industries, Inc.
!!NLP
Furniture.
TERMS & CONDmONS
The following terms and conditions apply to the transaction between you (''you," the "purchaser" or the "customer") and
NLP Furniture Industries, Inc. (''NLP," "us" "our" or "we"), and are an integral part of the agreement concerning such
transaction:
PRICES
Our catalog and list prices are subject to change without notice.
DESIGN AND SPECIFICAllONS
All designs and specifications are subject to change without notice. Any item or material may be discontinued without
notice. Ali weights and dimensions are approximate.
QUOTAllONS
All quotations received from us, the factory or representatives are valid for a period not to exceed ninety (90) days unless
otherwise provided or revised.
PLACING ORDERS
All orders must have the following Information: Item number, quantity, dimensions, finish, fabric vendor name, pattern
and color, fabric repeat, contents, fabric origin, delivery routing, collect or third party freight and desired shipping date.
If you have established an open account with us, you may place an order with us by providing your order In writing (by
mail, email or fax).
If you have not established an open account with us, you may place an order with us by providing your order in writing
(by mall, emall or fax) together with a fifty percent (50%) deposit. You must also pay the balance due on your order
before the desired shipping date stated in your order.
LEADllME
We require at least six to eight weeks for production time for tnllne upholstered furniture, and 1012 weeks for
production time for custom upholstered items, from the later of date of we receive your deposit and receive of fabric,
final approvals and submittals, Including approved finish samples, approved drawings and change orders for fabrication.
NLP Furniture will not be responsible for delays caused by overdue deposit payment, specification delays, fabric receipt
delays, finish, and submittal approvals.
ACCEPTANCE
All orders are subject to our acceptance and will only be deemed accepted by us If we provide a written confirmation or
acceptance to you. Notwithstanding anything to the contrary In any order or acceptance (I) all orders are subject to
these terms and conditions, and (ii) where these terms and conditions conflict with the terms and conditions of your order
or our confirmation, the terms and conditions contained in these terms and conditions will govern and determine the
rights of the parties.
PRICING AND SHIPPING
All our published and quoted prices are based on FOB Destination. Prices and quotes are subject to change without
notice. Prices include packaging for blanket wrap shipment only. Prices do not include cartoning, crating, freight,
delivery, installation or taxes. If we have agreed to ship the order to you, you must accept shipment without delay or
condition.
SAMPLES
We will charge you approximately two times the quantity production unit price for custom samples. One-half of the
charged price will be credited back to you upon receipt of your full order. NLP C'ustom sample designs are copyrighted by
NLP. All rights are reserved.
ACCOUNT TERMS
Open account terms are 1% 10 days, Net 30 (meaning, specifically, that if you pay our invoice within 10 calendar days
of issuance, you Will receive a one percent (1 %) discount and, if not, then the entire invoice is due within 30 calendar
days of Issuance).
If you have an open account With us, we reserve to the right to terminate your open account status at any time.
All deposits and payments must be made payable to "NLP Furniture Industries, Inc." and sent to 1425 Corporate Center
Drive, Suite 200, San Diego, CA 92154. Payments can also be wired. Please contact our accounting department for
wiring instructions.
Any outstanding balance not paid in full within thirty calendar days is subject to Interest at the greater of (I) 1.5% per
month, or (ii) the maximum interest rate permitted under applicable law. The customer will also be liable for any costs
P:004573&1.3:86016.002
NLP Fumlt!Jre Industries, Inc.
Terms and conditions @ 2009

Furniture.
Incurred In collection of past due amounts lndudlng attorney's fees and costs. Our collection of such Interest and/or
collection costs Is without prejudice to or waiver of our other rights under these terms and conditions or applicable law.
NEW OPEN ACCOUNTS
To establish an open account, please submit a bank reference, four (4) current open account references and a statement
of financial responsibility. Send full credit information along with complete address and telephone numbers to our
corporate offices. Please allow approximately two weeks for processing. We reserve the right to grant or deny all open
account requests at our sole and absolute discretion. All new accounts require a 50 percent deposit with the order and
the balance to be paid in full prior to shipment
NO DEDUCIIONS AND OFFSETS
All invoiced amounts are due as Invoiced without deduction or offset.
HELD ORDERS- WILL CALL
Unless otherwise agreed In writing, you or your carrier must pickup your order from our warehouse within ten (10)
calendar days of our completion of your order. Our agreement to hold your order for any period of time will not serve to
extend the due date of your payment of our Invoice.
If we hold a completed order for more than ten (10) days, you will pay a storage charge of $50 dollars per day (and this
charge will be assessed without prejudice to or waiver of our other rights under these terms and conditions or applicable
law). Absent a written agreement to the contrary, any completed orders not retrieved by you or your carrier within thirty
(30) days of our notice to you may be permanently disposed of by us at our sole. and absolute discretion (and Without
prejudice to or waiver of our right to full payment from you for your order or our other rights under these terms and
conditions or applicable law).
ACKNOWLEDGMENTS
Your order will not be deemed accepted by us unless we send you a written acknowledgement. You are responsible for
comparing our acknowledgment to the purchase order to ensure that all Information regarding style, quantity,
dimensions, fabrics, finish, prices, shipping, and other Information meet your expectations. Unless you object In writing
within three (3) calendar days of the date of our acknowledgment (the "Notification Period''), our written
acknowledgement, together with these terms and conditions, are the complete and final terms of our transaction.
DIMENSIONS
All dimensions are approximate and may vary from those listed In the price list, catalog, purchase order or
acknowledgement.
CANCELLAnONS AND CHANGES
All products are custom built In accordance with the Information and specifications on the acknowledgement. Orders
cannot be canceled or changed after the Notltlcatlon Period. Any requests to cancel or modify your order will not be
honored and will not alter your liability for full payment of the price set forth on the acknowledgement.
RESALE
NLP sells through its sales representatives only. If you are purchasing Items to resell, we require your State Resale Tax
number (seller's permit number) to be deposited on file In our main office for all sales within the State of california and
out of state where applicable. Sales made without a resale number (or that are otherwise subject to sale tax) will be
charged the appropriate sales tax as required by law.
COM FABRICS
If you or your agent select or provide fabrics or other COM (Customers Own Material), you are providing such materials
to us with your assurance that they are appropriate for the Intended use or comply with applicable codes and regulations
in each applicable jurisdiction. We will not Inspect such materials and make no representation, warranty or other claims
with respect to them.
NLP spedtlcally disclaims any responsibility for any defects that may arise In the use of COM. These include, but are not
limited to: wearability, fitness for use, colorfastness, fading, shrinking, stretching, unraveling, seam slippage, cleanabllity,
flammability, discoloration or any other problem previously known or heretofore unknown that may arise from the use of
such materials.
Purchaser agrees to indemnity, defend and hold NLP harmless for any claims, expenses, losses or liabilities (including
expenses and reasonable attorney's fees) made against NLP directly or Indirectly relating to or arising from any COM.

Except as otherwise provided In writing, all prices do not indude upholstery and assume COM (Customer's own Material).
All yardages quoted are net, for standard 54" wide plain material. Extra allowance should be made for direction, cuts,
pattern match, damages, etc. and quantities of less than 50 pieces.
P:00457384.3:86016.002
NLP fiJmitllre Industries, Inc.
Terms and COnditions IS> 2009
~ ~ N L P
Furniture.
Fabrics requiring pattern match or other special handling causing additional labor costs will require an additional charge
and additional yardage requirements. We ask that you submit a sample of the fabric to be used for quotation and
yardage. Due to the many variables of fabrics, we cannot guarantee yardage estimates. NLP does not warranty any
fabrics.
Our suppliers dalm that the foam and filling materials provided to us meet California Bulletin 117 specifications for fire
retardancy as standard. CMHR foam, California Bulletin 133 barrier doth and fabric treatments are available for an extra
cost. Please verify the need or requirements of your project and see our Price List or call your Sales Representative for a
quote.
WARRANTY,DAMAGEANDINDEMNnY
If we custom build furniture for you, including without limitation providing any Item of furniture in accordance with your
plans, pictures, diagrams or other Instructions, you represent and warrant that you have obtained on our behalf (and at
no cost or expense to us) all rights and licenses required for us to build, sell and distribute such furniture.
All NLP products are sold with a limited warranty against defects In materials and workmanship for a period of one year
from the date of shipment In normal contract use.
This warranty does not extend to any COM nor does It extend to any damage caused by shipping, misuse, abuse,
excessive use, or ordinary wear and tear. No warranty whatsoever Is made or implied for any loss of use, loss of revenue
or for any upholstery fabric.
Exposed wood frames are guaranteed against defective workmanship for one year. Sofa and lounge chair frames are
warranted for five years. All warranty service work will be done at our factory, on-site by a factory certified technician, or
by a NLP certified upholstery or refinishing company. In the event the repair should be done at our factory, the customer
would be responsible for shipping charges to the factory. The warranty Is valid only for manufacturer's speCified use. We
. reserve the option to repair or replace any damaged Items, not Including upholstery fabric, if reupholstery is required.
EXCEPT AS PROVIDED ABOVE, NLP MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PRODUCTS PROVIDED INCLUDING, WITHOUT LIMITAllON, WITH RESPECT TO
DESIGN, CONDmON, OR QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, OR mNESS, CAPACITY,
OR DURABILITY FOR ANY PAR11CULAR PURPOSE OR USE, AND YOU ACCEPT SUCH PRODUCTS AND "AS IS"
AND "WITH ALL FAULTS."
IN NO EVENT WILL NLP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR USE, INCURRED BY CUSTOMER OR ANY OTHER
PARTY (WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, WARRANTY, PRODUCT LIABILITY,
STRICT LIABILITY, AND/OR OTHERWISE AND W!'IETHER OR NOT NLP HAS BEEN NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGE).
You will indemnify, defend and hold NLP and each of its officers, directors, employees, representatives and agents
harmless from and against any and all personal Injury, property damage, liability, claims, causes of action, judgments,
losses, damages, and expenses (including, but not limited to, reasonable attorneys' fees and expenses) relating to or
arising from (I) any action, claim or proceeding arising from or relating to your or any third party's use of any product
provided by NLP, (II) your breach of any provision of these terms and conditions, or (iii) your breach of representation or
warranty.
CLAIMS/RETURNS
All claims for workmanship defects, shortages and errors must be made within 3 days after receipt of the merchandise to
the Project Coordinator (PC) assigned to the project. Any repairs or claims must be documented In writing accompanied
by photographs and sent to PC on the project. Payments will not be made for unauthorized repairs. Failure to make a
claim within this periOd of time constitutes acceptance of the merchandise and a waiver of claims. All merchandise is
inspected before shipping. All merchandise Is signed for by the freight company, stating that the Items have been picked
up in good condition. Third party shippers have sole responsibility for any damage, loss or shortages incurred during
transit. Purchasers or their receiving warehouses must inspect the items upon arrival and make claims for any damage,
loss or shortages directly to the carrier. NLP Is not responsible for any freight related claims, but will reasonably assist the
purchaser at no cost to NLP in this process. No merchandise can be returned to NLP without NLP's prior written consent
Unauthorized returns will be reshipped to the location of origin freight collect
NLP's liability on any claim of any kind, lndudlng loss or damage resulting from or in connection with the manufacture,
sales, delivery, resale, repair or use of any item covered by or supplied under these terms and conditions of sale shall in
no case exceed the price of the item(s) which give rise to the claim. In case of dispute, all matters shall be resolved
under the laws of the state of California. Any action for breach of this agreement must be made within one year after the
sale.
P:00457384.3:86016.002
NIP FurnitUre Indusllles, Inc.
Tenns and COndiUons C> 2009
~ ! N L P
Furniture.
FINISHES
Woods and veneers have inherent disparities in color and grain pattern and NLP does not warranty color, grain, or texture
of wood or veneers.
Applying a dear, non-colored finish does not allow for staining, shading, nor uniforming that would otherwise provide a
more consistent, uniform appearance. Matching of the graining or natural coloration of the wood with a dear finish is
neither implied nor guaranteed. While our catalyzed finish system contains W inhibitors, protection is afforded to the
coating not the substrate. Hence the Alder or Maple substrate when finished in Clear Satin will have a tendency to "brown
or yellow out" when exposed to direct sunlight.
We use a minimum of 3 coats: sealer, stain and lacquer; sanded between coats. Special finishes are available at
additional cost. Please submit a sample for quote. CUstom finish samples will be provided on request at a charge of
$125.00 on all orders less than 100 chairs. Rnishes are an approximation and will naturally vary slightly with specific
wood lots and grain.
FREIGHT
All shipments are dock to dock. NLP may arrange for third party billing on freight charges for customers with open
accounts but will assume no responsibility for collection of freight charges or damages caused in freight Delivery date is
subject to change due to strikes, accidents, weather, availability of supplies and labor, economic conditions and other
causes beyond our immediate control. NLP may stop and or hold shipment if payment terms, account status or credit
status are not satisfactory.
SHIPPING
Plastic Bagged - Blanket Wrapped- STANDARD. Cartoning and crating is additional.
FREIGHT CLAIMS AND REPAIRS
All sales are made FOB Destination. Title to the product passes to the purchaser upon pick up of the products by the
carrier. You or your agent must carefully Inspect all the products prior to pick up at our factory or upon delivery and must
alert us to any claims or damages no later than three days after receipt by you, your agent, or warehouse or storage
facility.
NLP will not accept any claims for freight, warehousing or installation damage. Customers should carefully inspect all
merchandise upon arrival and make claims for damage to the carrier immediately. The costs of field repairs or
adjustments performed by non-authorized personnel by NLP will not be reimbursed unless previously authorized by a
supervisor in writing.
MISCELLANEOUS
This transaction between you and NLP will be governed by and construed in accordance with the laws of the State of
California. The venue for any proceeding pertaining to the transaction or these terms and conditions will be exclusively in
the state and federal courts located in San Diego, California,
In the event any litigation, arbitration, mediation, or other proceeding ("Proceeding") is Initiated by any party against any
other party) to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with these terms and
conditions or other aspect of this transaction, the prevailing party in such Proceeding will be entitled to recover from the
unsuccessful party all costs, expenses, actual attorney's and expert witness fees, relating to or arising out of (a) such
Proceeding (whether or not such Proceeding proceeds to judgment), and (a) any post-judgment or post-award
proceeding including without limitation one to enforce any judgment or award resulting from any such Proceeding. Any
such judgment or award will contain a specific provision for the recovery of all such subsequently incurred costs,
expenses, actual attorney's and expert witness fees.
P:004S7384.3:86016.002
NLP FUrnitUre Industrles, Inc.
Terms and COnditiOns 2009