Hearing Date and Time: October 26, 2010 at 10:00 a.m.

(Eastern Time)
Objection Date and Time: October 21, 2010 at 4:00 p.m. (Eastern Time)
Joseph R. Sgroi
HONIGMAN MILLER SCHWARTZ AND COHN LLP
2290 First National Building
660 Woodward Ave.
Detroit, Michigan 48226
Telephone: (313) 465-7570
Facsimile: (313) 465-7571
Attorneys for Gordon Food Service, Inc.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re:
:
:
INNKEEPERS USA TRUST, et al.,
:
:
:
Debtors.
:
:
---------------------------------------------------------------x

Chapter 11
Case No. 10-13800 (SCC)
(Jointly Administered)
Hon. Shelley C. Chapman

NOTICE OF GORDON FOOD SERVICE, INC.S

MOTION FOR ALLOWANCE OF ADMINISTRATIVE
EXPENSE CLAIM UNDER 11 U.S.C. 503(b)(9)
PLEASE TAKE NOTICE THAT:

Upon the annexed motion, dated September 17, 2010, Gordon Food Services, Inc.
(GFS), filed its Motion For Allowance of Administrative Expense Claim Under 11 U.S.C.
503(b)(9) (the Motion).
The Motion seeks an order from the Court granting GFS an administrative expense claim
pursuant to 11 U.S.C. 503(b)(9). A hearing on the Motion will be held before the Honorable
Shelley C. Chapman, United States Bankruptcy Judge, Room 610 of the United States
Bankruptcy Court for the Southern District of New York, Alexander Hamilton Custom House,

One Bowling Green, New York, New York 10004, on October 26, 2010 at 10:00 a.m. (Eastern
Time), or as soon thereafter as counsel may be heard.
A copy of the Motion may be obtained by (a) contacting the attorneys for GFS,
Honigman Miller Schwartz and Cohn LLP, 660 Woodward Avenue, 2290 First National
Building, Detroit, Michigan 48226 (Attn. Joseph R. Sgroi, Esq.), Telephone: (313) 465-7000;
(b) accessing the Courts website at http://www.nysb.uscourts.gov (please note that a PACER
password is needed to access documents on the Courts website); (c) accessing the website
maintained by Omni Management Group, LLC, the Debtors notice and claims agent, at
http://www.omnimgt.com/innkeepers; or (d) viewing the docket of these cases at the Clerk of the
Court, United States Bankruptcy Court for the Southern District of New York, Alexander
Hamilton Custom House, One Bowling Green, New York, New York 10004.
PLEASE TAKE FURTHER NOTICE that the deadline to file any objections and
responses to the Motion is October 21, 2010 at 4:00 p.m. (Eastern Time) (the Objection
Deadline). Objections and responses, if any, to the Motion must be in writing and must (a) be
in writing; (b) conform to the Federal Rules of Bankruptcy Procedure, the Local Rules of the
Bankruptcy Court for the Southern District of New York, and the Notice, Case Management, and
Administrative Procedures [Docket No. 68] approved by the Court in these chapter 11 cases; (c)
be filed with the Court electronically by registered users of the 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 Court); and (d) be served so as to be actually received no later than
October 21, 2010 at 4:00 p.m. (Eastern Time), by: (i) 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; and (ii) the attorneys for GFS, Honigman Miller Schwartz and

Cohn LLP, 660 Woodward Avenue, 2290 First National Building, Detroit, Michigan 48226
(Attn. Joseph R. Sgroi, Esq.). Only those responses that are timely filed, served, and received
will be considered.
PLEASE TAKE FURTHER NOTICE that that, if no objections to the Motion are timely
filed and served in accordance with this notice, the Court may enter an order granting some or all
of the relief requested in the Motion as requested by GFS without further notice or hearing.

Dated: September 17, 2010

HONIGMAN MILLER SCHWARTZ AND COHN LLP

Counsel for Gordon Food Service, Inc.

By:
/s/ Joseph R. Sgroi
Joseph R. Sgroi (MI Bar No. P68666)
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226
Telephone: (313) 465-7570
Facsimile: (313) 465-7571
Email: jsgroi@honigman.com
DETROIT.4328326.1

Hearing Date and Time: October 26, 2010 at 10:00 a.m. (Eastern Time)
Objection Date and Time: October 21, 2010 at 4:00 p.m. (Eastern Time)
Joseph R. Sgroi
HONIGMAN MILLER SCHWARTZ AND COHN LLP
2290 First National Building
660 Woodward Ave.
Detroit, Michigan 48226
Telephone: (313) 465-7570
Facsimile: (313) 465-7571
Attorneys for Gordon Food Service, Inc.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------x
:
In re:
:
:
INNKEEPERS USA TRUST, et al.,
:
:
:
Debtors.
:
:
---------------------------------------------------------------x

Chapter 11
Case No. 10-13800 (SCC)
(Jointly Administered)
Hon. Shelley C. Chapman

MOTION FOR ALLOWANCE OF

ADMINISTRATIVE EXPENSE CLAIM UNDER 11 U.S.C. 503(b)(9)
(a)

Gordon Food Services, Inc. (GFS), for its Motion For

Allowance of Administrative Expense Claim Under 11 U.S.C. 503(b)(9)
(the Motion), states:
JURISDICTION AND VENUE

1.

This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

2.

This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is

1334.

proper in this Court pursuant to 28 U.S.C. 1408 and 1409.

3.

The statutory predicate for the relief requested herein is 11 U.S.C. 507(a)(2)

and 503(b)(9).
BACKGROUND
4.

On July 19, 2010, (the Petition Date) the Debtors filed voluntary petitions for

relief under chapter 11 of Title 11 of the United States Code (the Bankruptcy Code).
5.

GFS is a supplier of food products and other related supplies to the Debtors.

6.

GFS sold numerous food items and other related supplies to the Debtors in

the ordinary course of business prior to the Petition Date.

7.

During the 20 days prior to the Petition Date, the Debtors received from GFS food

items and products valued at $26,676.98 (the Administrative Expense Goods).1 A summary of
shipments made during the 20 days prior to the Petition Date is attached as Exhibit A.2
8.

The Administrative Expense Goods were sold to the Debtors in the ordinary

course of the Debtors and GFSs businesses.

9.

GFS has not been paid for the Administrative Expense Goods.
GROUNDS FOR RELIEF

10.

Section 503(b) of the Bankruptcy Code provides that:

After notice and a hearing, there shall be allowed administrative
expenses, other than claims allowed under 502(f) of this title,
including -***
(9) the value of any goods received by the debtor within 20
days before the date of commencement of a case under this title in
which the goods have been sold to the debtor in the ordinary
course of business.

An additional $3,680.77 in Administrative Expense Goods are subject to a claim of GFS under the Perishable
Agricultural Commodities Act (PACA); therefore, such amounts are not included in this Motion. To the extent
such amounts are not paid pursuant to the order authorizing the Debtors to pay PACA claims, GFS reserves the right
to increase its administrative expense claim on account of such amounts.
2

The individual invoices relating to the Administrative Expense Goods are too voluminous to attach to this Motion
and are available upon request to GFS counsel.

11.

Pursuant to sections 507(a)(2) and 503(b)(9) of the Bankruptcy Code, GFSs

claim for Administrative Expense Goods sold to the Debtors in the ordinary course of business
within 20 days before the Petition Date is entitled to administrative priority.
A.

The Price Of The Goods Agreed To By GFS And The Debtors Is The Value Of
The Goods Received

12.

GFS and the Debtors negotiated the price and terms of sale for the goods

delivered by GFS to the Debtors at arms length. As a result of these arms length negotiations,
the terms, including price, were set forth in the invoices pursuant to which the goods were
delivered.
13.

Based upon these arms length negotiations, the price agreed to for the goods

delivered by GFS to the Debtors represents the value of those goods for purposes of section
503(b)(9) of the Bankruptcy Code.
B.

The Goods Were Sold To The Debtors In The Ordinary Course Of Business

15.

The quantity of goods sold by GFS to the Debtors during the 20 day period prior

to the Petition Date was generally consistent with the amount sold during prior periods.
16.

Because the goods were sold under the terms of the invoices, in generally

consistent quantities with amounts sold during prior periods and in the ordinary operations of the
Debtors and GFSs businesses, the Administrative Expense Goods were sold to the Debtors in
the ordinary course of business within the meaning of section 503(b)(9) of the Bankruptcy Code.
17.

The Administrative Expense Goods are entitled to administrative priority because

they were delivered within 20 days of the Petition Date in the ordinary course of business. GFS
is entitled to an administrative expense claim in the amount of $26,676.98 against the Debtors.
WHEREFORE, GFS requests that this Court enter an order in substantially the form of
Exhibit B allowing GFSs administrative expense claim under 11 U.S.C. 503(b)(9) in the amount
of $26,676.98 and granting such other and further relief as this Court deems appropriate.

Dated: September 17, 2010

HONIGMAN MILLER SCHWARTZ AND COHN LLP

Counsel for Gordon Food Service, Inc.

By:
/s/ Joseph R. Sgroi
Joseph R. Sgroi (MI Bar No. P68666)
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226
Telephone: (313) 465-7570
Facsimile: (313) 465-7571
Email: jsgroi@honigman.com
DETROIT.4328326.1

EXHIBIT A
INVOICE SUMMARY

INNKEEPERS USA TRUST 503(b)(9) SUMMARY

PACA Amount 503(b}(9) Amount

Account No.

Invoice No.

Invoice Date

Amount

163760001
163760001
163760001
163760001
163760001
163760001

130801699
808084206
130866360
808084416
808084463
130935166

7/1/2010
7/5/2010
7/8/2010
7/12/2010
7/13/2010
7/15/2010

$901.57
$156.53
$1,074.52
$76.46
$13.47
$842.72

$88.59
$0.00
$159.17
$20.93
$0.00
$225.02

$812.98
$156.53
$915.35
$55.53
$13.47
$617.70

163760002
163760002
163760002
163760002
163760002
163760002
163760002

130804164
851077374
851077441
130872568
851077548
851077613
130937862

7/1/2010
7/5/2010
7/7/2010
7/8/2010
7/12/2010
7/14/2010
7/15/2010

$694.51
$63.13
$111.83
$792.79
$76.50
$63.07
$483.29

$146.72
$4.99
$0.00
$99.08
$0.00
$7.99
$59.78

$547.79
$58.14
$111.83
$693.71
$76.50
$55.08
$423.51

163760003
163760003
163760003
163760003
163760003
163760003
163760003

764136747
130832470
862061735
862061872
130901164
862061921
862062049

7/1/2010
7/5/2010
7/6/2010
7/11/2010
7/12/2010
7/13/2010
7/18/2010

$7.99
$960.15
$121.21
$108.80
$793.46
$3.16
$119.12

$0.00
$147.83
$0.00
$0.00
$202.58
$0.00
$28.94

$7.99
$812.32
$121.21
$108.80
$590.88
$3.16
$90.18

163760006
163760006
163760006
163760006
163760006
163760006
163760006
163760006
163760006
163760006

851077256
130819015
851077369
851077446
130887501
851077541
851077561
130953297
851077655
851077698

6/30/2010
7/2/2010
7/5/2010
7/8/2010
7/9/2010
7/12/2010
7/12/2010
7/16/2010
7/16/2010
7/17/2010

$188.04
$1,818.56
$78.90
$28.93
$1,508.22
$177.88
$70.44
$1,634.05
$83.27
$33.84

$4.99
$308.45
$23.92
$13.94
$205.02
$20.34
$0.00
$172.35
$0.00
$0.00

$183.05
$1,510.11
$54.98
$14.99
$1,303.20
$157.54
$70.44
$1,461.70
$83.27
$33.84

163760007
163760007
163760007
163760007
163760007
163760007

786160035
130851887
786160298
786160619
130919305
786160970

7/2/2010
7/7/2010
7/7/2010
7/12/2010
7/14/2010
7/16/2010

$177.59
$803.93
$17.43
$187.26
$1,364.84
$183.68

$22.21
$28.85
$0.00
$19.66
$296.66
$23.75

$155.38
$775.08
$17.43
$167.60
$1,068.18
$159.93

163760008
163760008
163760008
163760008
163760008
163760008

797063433
797063485
797063535
130836940
130903131
130907815

7/1/2010
7/2/2010
7/5/2010
7/6/2010
7/13/2010
7/13/2010

$156.32
$140.53
$51.96
$1,187.95
$1,215.15
$23.70

$16.97
$0.00
$0.00
$86.20
$137.65
$0.00

$139.35
$140.53
$51.96
$1,101.75
$1,077.50
$23.70

163760009
163760009
163760009
163760009
163760009
163760009
163760009
163760009
163760009

130794805
130827748
858084267
130860157
858084353
130893780
858084499
130928422
782069323

7/1/2010
7/5/2010
7/6/2010
7/8/2010
7/8/2010
7/12/2010
7/12/2010
7/15/2010
6/29/2010

$785.86
$830.10
$150.24
$509.93
$4.99
$1,234.41
$103.66
$466.73
$53.29

$102.73
$95.78
$8.98
$140.51
$0.00
$113.63
$14.99
$99.27
$0.00

$683.13
$734.32
$141.26
$369.42
$4.99
$1,120.78
$88.67
$367.46
$53.29

163760011
163760011
163760011
163760011
163760011
163760011
163760011
163760011
163760011
163760011

130819563
776070193
782069438
811061070
130887190
811061212
811061281
130953712
811061311
811061368

7/2/2010
7/2/2010
7/3/2010
7/5/2010
7/9/2010
7/12/2010
7/15/2010
7/16/2010
7/16/2010
7/18/2010

$682.07
$97.36
$41.12
$382.90
$888.74
$438.42
$120.93
$958.89
$77.81
$13.08

$39.05
$0.00
$0.00
$21.76
$89.93
$21.76
$13.37
$57.70
$0.00
$0.00

$643.02
$97.36
$41.12
$361.14
$798.81
$416.66
$107.56
$901.19
$77.81
$13.08

100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995
100010995

859096173
859096224
859096246
859096306
130819997
130847111
130847148
859096567
859096632
130885756
859096852
130912911
859096898
859097034
130954599
130954611
130954638
859097152

6/29/2010
6/30/2010
6/30/2010
7/1/2010
7/2/2010
7/6/2010
7/6/2010
7/7/2010
7/8/2010
7/9/2010
7/12/2010
7/13/2010
7/13/2010
7/15/2010
7/16/2010
7/16/2010
7/16/2010
7/17/2010

$31.34
$5.37
$9.99
$17.47
$576.56
$798.82
$17.58
$212.71
$4.49
$494.01
$12.53
$598.86
$89.59
$58.96
$121.52
$541.31
$26.37
$16.45

$0.00
$0.00
$0.00
$5.49
$46.45
$50.78
$0.00
$3.99
$4.49
$46.45
$0.00
$85.55
$4.99
$0.00
$0.00
$15.48
$0.00
$0.00

$31.34
$5.37
$9.99
$11.98
$530.11
$748.04
$17.58
$208.72
$0.00
$447.56
$12.53
$513.31
$84.60
$58.96
$121.52
$525.83
$26.37
$16.45

100047274

770092139

7/8/2010

$25.83

$0.00

$25.83

100028640
100028640
100028640
100028640
100028640

770091944
770091999
770092248
770092302
770092423

7/2/2010
7/4/2010
7/12/2010
7/13/2010
7/16/2010

$65.35
$65.09
$33.35
$15.80
$81.12

$0.00
$8.95
$0.00
$0.00
$16.11

$65.35
$56.14
$33.35
$15.80
$65.01

Total:

$30,357.75

$3,680.77

i2.Z.~

EXHIBITB
PROPOSED ORDER

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
---------------------------------------------------------------J(
In re:

Chapter 11

INNKEEPERS USA TRUST, et al.,

Case No. 10-13800 (SCC)

(Jointly Administered)

Debtors.

Hon. Shelley C. Chapman

---------------------------------------------------------------J(

ORDER ALLOWING ADMINISTRATIVE EXPENSE CLAIM

OF GORDON FOOD SERVICES, INC. UNDER 11 U.S.C. 503(b)(9)
This matter having come on to be considered upon the Motion of Gordon Food Service,
Inc.("GFS") for Allowance of Administrative Expense Claim Under 11 U.S.C. 503(b)(9) (the
"Motion"); the Court having reviewed the Motion, any exhibits thereto, any objections,
argument of counsel, testimony and exhibits offered into evidence, and the record in this case;
notice having been given and no further notice or hearing being necessary; the Court being fully
advised in the premises; and capitalized terms not defined in this Order having the meanings
given to them in the Motion;
THE COURT HEREBY FINDS THAT:
A.

GFS sold goods to the Debtors in the ordinary course of business during the 20

days prior to the Petition Date in the amount of $26,676.98 (the "Administrative
EJ(pense Goods");
B.

GFS has not been paid for the Administrative Expense Goods; and

C.

GFS's claim for payment of the Administrative Expense Goods is entitled to

administrative priority under 11 U.S.C. 503(b)(9).

THE COURT HEREBY ORDERS THAT:

1.

The Motion is GRANTED;

2.

GFS is granted an administrative expense claim pursuant to 11 U.S.C. 503(b)(9)

in the amount of $26,676.98.

Dated: New York, New York

_ _ _ _ _ _ _ ,2010

United States Bankruptcy Judge

DETROIT.4328309.1