UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

Transcription

1 John D. Fiero (CA Bar No. ) Kenneth H. Brown (CA Bar No. 0) 0 California Street, th Floor San Francisco, California 1-00 Telephone: /-000 Facsimile: /-0 jfiero@pszjlaw.com kbrown@pszjlaw.com Attorneys for Debtor and Debtor in Possession Heller Ehrman LLP In re: Heller Ehrman LLP, UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA Debtor SAN FRANCISCO DIVISION Case No.: 0- Chapter NOTICE OF ERRATA RE PORTION OF EXHIBIT B TO DECLARATION OF PETER J. BENVENUTTI IN SUPPORT OF MOTION TO APPROVE COMPROMISE OF CONTROVERSY WITH SEATTLE LANDLORD 1 1 Date: February, 0 Time: :0 p.m. Place: U. S. Bankruptcy Court Pine Street, nd Floor San Francisco, CA Judge: Honorable Dennis Montali -001\DOCS_SF:.1 EX PARTE APPLICATION RE FOUR MOTIONS FILED FEBRUARY, 0 Case: 0- Doc #: Filed: 0//0 Page 1 of

2 PLEASE TAKE NOTICE that the proper form of Order: (1) Approving Compromise of Controversy with Seattle Landlord and () Authorizing Sale of Associated Furniture, Fixtures and Equipment Free and Clear of Liens, Claims, Encumbrances, and Other Interests (the Approval Order ) was not included as Exhibit A to the Asset Sale and Lien and Administrative Claim Waiver Agreement, which was itself Exhibit B to the Declaration of Peter J. Benvenutti in Support of Motion to Approve Compromise of Controversy with Seattle Landlord [Docket Number ]. The proper version of the Approval Order is attached hereto as Exhibit 1. Dated: February, 0 By /s/ John D. Fiero John D. Fiero (CA Bar No. ) Attorneys for Debtor and Debtor in Possession Heller Ehrman LLP \DOCS_SF:.1 Case: 0- Doc #: Filed: 0//0 Page of NOTICE OF ERRATA

3 EXHIBIT 1 Case: 0- Doc #: Filed: 0//0 Page 1 of

4 JOHN D. FIERO (CA BAR NO. ) KENNETH H. BROWN (CA BAR NO. 0) 0 California Street, th Floor San Francisco, California 1-00 Telephone: /-000 Facsimile: /-0 jfiero@pszjlaw.com kbrown@pszjlaw.com Attorneys for Debtor and Debtor in Possession Heller Ehrman LLP UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA 1 1 In re: Heller Ehrman LLP, Debtor SAN FRANCISCO DIVISION Case No. 0- Chapter ORDER: (1) APPROVING COMPROMISE OF CONTROVERSY WITH SEATTLE LANDLORD; AND () AUTHORIZING SALE OF ASSOCIATED FURNITURE, FIXTURES AND EQUIPMENT FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS Date: February, 0 Time: :0 p.m. Judge: The Honorable Dennis Montali Ctrm: Pine Street, nd Floor San Francisco, CA This matter came before the Court at the above-referenced time and place upon consideration of two motions filed by Heller Ehrman LLP, the debtor and debtor in possession herein (the Debtor ): 1. MOTION TO APPROVE COMPROMISE OF CONTROVERSY WITH SEATTLE LANDLORD. MOTION TO SELL FURNITURE, FIXTURES AND EQUIPMENT FREE AND CLEAR OF LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS (collectively, the Motions ) 1 1 Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the Motion. -001\DOCS_SF:0.1 Case: 0- Doc #: Filed: 1 0//0 Page of ORDER

5 Appearances were made as reflected in the record. Based upon the Court s review of the Motions, the points and authorities and Declarations of Peter J. Benvenutti filed in support thereof, the arguments of counsel at the hearing, and good cause appearing therefor, THE COURT HEREBY FINDS: A. Notice of the Motions, specifically including notice to Bank of America, NT&SA, for itself or as agent for CitiBank, N.A, Williams Lea Inc., Bush Associates, NF L.P, Columbia Center Property LLC, and Silicon Valley Bank, each of which may claim a lien, encumbrance or other interest in the FF&E, was good, proper, timely, adequate, and sufficient under the circumstances. B. The Asset Sale and Lien and Administrative Claim Waiver Agreement (the "Settlement Agreement"), by and between Columbia Center Property LLC (the "Landlord") and the Debtor, attached as an exhibit to the Declaration of Peter J. Benvenutti filed in support of the Motions, was the product of arms length negotiations. The Debtor has demonstrated that the terms and conditions of the Settlement Agreement, including the sale of the FF&E, are fair and reasonable. C. The consideration to be exchanged between the Debtor and the Landlord under the terms of the Settlement Agreement is fair and adequate. D. Landlord is not an insider of the Debtor (as that term is defined in section 1(1) of 1 1 the Bankruptcy Code). E. Approval of the Settlement Agreement and consummation of the transactions contemplated thereby, including the sale of the FF&E free and clear of liens, claims, encumbrances, and other interests, and any monetary amounts which are secured by liens, claims, encumbrances, and/or other interests (collectively, the "Liens") in accordance with the terms of the Settlement Agreement, is in the best interests of the Debtor, its estate, and other parties in interest. Based upon the foregoing findings, THE COURT HEREBY ORDERS: 1. Notice of the Motions and the hearing is approved as proper and adequate under the circumstances.. The Motions are granted. Any and all objections to the Motions are hereby overruled. -001\DOCS_SF:0.1 ORDER Case: 0- Doc #: Filed: 0//0 Page of

6 . The Settlement Agreement and all of the terms and conditions thereof, including the compromise between the Debtor and the Landlord embodied in the Settlement Agreement), is hereby approved pursuant to sections and (b) of the Bankruptcy Code and Bankruptcy Rule 01. The Debtor is authorized to perform its obligations under the Settlement Agreement, comply with the terms and conditions thereof, and consummate the sale of the FF&E in accordance with and subject to the terms and conditions of the Settlement Agreement. The consideration exchanged by Landlord and the Debtor under the terms of the Settlement Agreement is deemed to constitute reasonably equivalent value and fair consideration under the Bankruptcy Code, the Uniform Fraudulent Conveyance and Transfer Acts, and under the laws of the State of California.. The Debtor is authorized and directed to execute and deliver in favor of Landlord the Bill of Sale attached to the Settlement Agreement as Exhibit B and, to the extent applicable, any supplemental Bill of Sale which may be required by the terms of the Settlement Agreement.. Pursuant to Section (f) of the Bankruptcy Code, the Debtor's delivery of the Bill of Sale to Landlord will vest in Landlord all right, title, and interest of the Debtor and the bankruptcy estate to the FF&E, free and clear of the Liens, if any, of Bank of America, NT&SA, for itself or as agent for CitiBank, N.A, Williams Lea Inc., Bush Associates NF L.P, Columbia Center Property LLC, and/or Silicon Valley Bank (collectively, the "Affected Interests") This Order is and shall be effective as a determination that, upon and subject to the delivery of the Bill of Sale by the Debtor, all Affected Interests have been and hereby are adjudged and declared to be unconditionally released as to the FF&E.. The Landlord has not agreed to assume any liabilities of the Debtor.. The Debtor is authorized to execute any such releases, termination statements, assignments, consents or instruments on behalf of any third party, including holders of any Liens identified in paragraph of this Order, that are necessary or appropriate to effectuate or consummate the transactions contemplated by the Agreement.. The Debtor and its officers, employees, agents, and/or responsible persons be and they hereby are authorized to execute the Settlement Agreement, or other related documents that are reasonably necessary or appropriate to complete the transactions contemplated by the Settlement -001\DOCS_SF:0.1 ORDER Case: 0- Doc #: Filed: 0//0 Page of

7 Agreement, and to undertake such other actions as may be reasonably necessary or appropriate to complete such transactions.. This Order shall be effective immediately upon entry. No automatic stay of execution, pursuant to Rule (a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 00(h) or 00(d), applies with respect to this Order.. This Court retains jurisdiction to enforce and implement the terms and provisions of this Order and the Settlement Agreement, all amendments thereto, any waivers and consents thereunder, and each of the documents executed in connection therewith in all respects, including retaining jurisdiction to (a) compel delivery of the FF&E to Landlord, (b) resolve any disputes arising under or related to the Settlement Agreement; and (c) resolve any disputes regarding Liens asserted against the FF&E.. The Settlement Agreement and any related documents or other instruments may be modified, amended or supplemented by the parties thereto, in a writing signed by both parties without further order of the Court, provided that such modification, amendment or supplement does not have a material adverse effect on the Debtor's bankruptcy estate.. The terms of the Settlement Agreement and this Order shall be binding in all respects upon the Debtor and its estate notwithstanding any subsequent appointment of a trustee or other 1 1 fiduciary under any section or chapter of the Bankruptcy Code. **END OF ORDER** -001\DOCS_SF:0.1 ORDER Case: 0- Doc #: Filed: 0//0 Page of

8 John D. Fiero (CA Bar No. ) Kenneth H. Brown (CA Bar No. 0) Miriam P. Khatiblou (CA Bar No. ) Teddy M. Kapur (CA Bar No. ) 0 California Street, th Floor San Francisco, California 1-00 Telephone: /-000 Facsimile: /-0 jfiero@pszjlaw.com kbrown@pszjlaw.com mkhatiblou@pszjlaw.com tkapur@pszjlaw.com Attorneys for Heller Ehrman LLP, Debtor and Debtor in Possession In re: Heller Ehrman LLP, 1 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA Debtor. SAN FRANCISCO DIVISION Case No.: 0- Chapter CERTIFICATE OF SERVICE The Debtor s address is Bush Street, San Francisco, CA, Federal Tax I.D. No \DOCS_SF:.1 Case: 0- Doc #: Filed: 0//0 Page 1 of CERTIFICATE OF SERVICE

9 PROOF OF SERVICE STATE OF CALIFORNIA CITY OF SAN FRANCISCO ) ) ) I, Oliver Carpio, am employed in the city and county of San Francisco, State of California. I am over the age of 1 and not a party to the within action; my business address is 0 California Street, th Floor, San Francisco, California On February, 0, I caused to be served the NOTICE OF ERRATA RE PORTION OF EXHIBIT B TO DECLARATION OF PETER J. BENVENUTTI IN SUPPORT OF MOTION TO APPROVE COMPROMISE OF CONTROVERSY WITH SEATTLE LANDLORD 1 1 in this action by placing a true and correct copy of said document(s) in sealed envelopes addressed as follows: *** PLEASE SEE ATTACHED SERVICE LIST *** (BY ) I caused to be served the above-described document by to the parties indicated on the attached service list at the indicated address. (BY OVERNIGHT DELIVERY) By sending by FedEx to the addressee(s) as indicated on the attached list. I declare under penalty of perjury, under the laws of the State of California and the United States of America that the foregoing is true and correct. Executed on February, 0, at San Francisco, California. /s/ Oliver Carpio Oliver Carpio, Legal Assistant -001\DOCS_SF:.1 Case: 0- Doc #: Filed: 0//0 Page of CERTIFICATE OF SERVICE

10 1 1 Donna S. Tamanaha, Assistant U.S. Trustee Pine Street, Suite 00 San Francisco, CA T Donna.S.Tamanaha@usdoj.gov Counsel to Committee of Unsecured Creditors Steven H. Felderstein, Esq. Thomas A. Willoughby, Esq. Felderstein Fitzgerald Willoughby & Pascuzzi, LLP 00 Capitol Mall, Suite 0 Sacramento, CA sfelderstein@ffwplaw.com twilloughby@ffwplaw.com RSN Counsel for Bush Associates Michael P. Brody, Esq. Darlene Haun, Esq. Ellman Burke Hoffman & Johnson 01 California Street, 1 th Floor San Francisco, CA mbrody@ellman-burke.com dhaun@ellman-burke.com Counsel for Williams Lea, Inc. Deena Williamson 00 K Street NW, Suite 00 Washington, DC 00 deena.williamson@williamslea.com Counsel to BofA David Minnick Leo Crowley Pillsbury Winthrop Shaw Pittman LLP 0 Fremont Street San Francisco, CA - T dminnick@pillsburylaw.com Leo.crowley@pillsburylaw.com COMMITTEE OF UNSECRED CREDITORS Counsel for Bush Associates Paul E. Paradis 1 California Street, Suite 00 San Francisco, CA 1 paul_paradis@hines.com Alfred D. Moore 0 Chelton Drive Oakland, CA dacerc@sbcglobal.net RSN Counsel to Citibank Larry Peitzman, Esq. Peitzman, Weg & Kempinsky LLP 0 Santa Monica Blvd., Suite 0 Los Angeles, CA 00 lpeitzman@pwkllp.com RSN Counsel for MEPT St. Matthews LLC Bennett Williams th Avenue, Suite 00 Seattle, WA 1 bennettw@kennedyusa.com Consel for Guckenheimer Enterprises, Inc. William R. Pope Three Lagoon Drive, Suite Redwood Shores, CA 0 bpope@guckenheimer.com -001\DOCS_SF:.1 Case: 0- Doc #: Filed: 0//0 Page of CERTIFICATE OF SERVICE

11 1 1 1 Counsel for AFCO Acceptance Corporation David I. Katzen, CSB # 00 David A. Schuricht, CSB # 0 KATZEN & SCHURICHT N. Broadway, Suite 0 Walnut Creek, CA - katzen@ksfirm.com schuricht@ksfirm.com Counsel for Schiff Hardin LLP Jeffrey V. Commisso, Esq. Schiff Hardin LLP One Market, Spear Street Tower nd Floor San Francisco, CA jcommisso@schiffhardin.com VIA FEDEX Counsel to State of Washington, Dept. of Revenue Zachary Mosner, Esq. Assistant Attorney General Bankruptcy & Collections Unit 00 Fifth Avenue, Suite 00 Seattle, WA -1 Counsel to 0 La Jolla Village LLC Dean P. Sperling, Esq. Law Offices of Dean P. Sperling 1 East Sandpointe, Suite Santa Ana, CA 0- Dean@sperlinglaw.com Consel to Creditors Darryl L. Snider and John S. Skilton Maria K. Pum, Esq. Henderson, Caverly, Pum & Charney LLP P.O. Box San Dieguito Rd., Suite - Rancho Santa Fe, CA - mpum@hcesq.com PARTIES REQUESTING SPECIAL NOTICE Counsel for The Seaport Group LLC Scott Friedberg The Seaport Group, LLC 0 Madison Avenue, nd Floor New York, NY 0 Sfriedberg@Theseaportgroup.com Counsel for Schiff Hardin LLP Jason M. Torf, Esq. Schiff Hardin LLP 00 Sears Tower Chicago, IL jtorf@schiffhardin.com Counsel to K Street Associates Limited Partnership, A District of Columiba limited partnership Edward J. Tredinnick, Esq. Greene Radovsky Maloney Share & Hennigh LLP Fourt Embarcadero Center, Suite 000 San Francisco, CA 1- etredinnick@greeneradovsky.com Counsel for the Vested Reirees Michael St. James, Esq. St. James Law Montgomvery Street, Suite 0 San Francisco, CA ecf@stjames-law.com Counsel for Adworks, Inc. Howard Ross, Esq. Shulman, Rogers, Gandal, Pordy & Ecker, P.A. Rockville Pike, Suite 00 Rockville, MD F: hross@srgpe.com Counsel for Columbia Center Property LLC and South Hope Co., LLC Vincent M. Coscino, Esq. Michael S. Greger, Esq. Allen Matkins Leck Gamble Mallory & Natsis LLP 10 Main Street, Fifth Floor Irvine, CA - vcoscino@allenmatkins.com mgreger@allenmatkins.com Counsel for AD, LP Michael S. Kogan, Esq. Ervin, Cohen & Jessup LLP 01 Wilshire Boulevard, th Floor Beverly Hills, CA 0 mkogan@ecjlaw.com Counsel to Pension Benefit Guaranty Corporation Marc S. Pfeuffer, Esq. Office of the Chief Counsel Pension Benefit Guaranty Corporation 00 K Street, N.W. Washington, DC pfeuffer.marc@pbgc.gov efile@pbgc.gov In-House Counsel fo CB Richard Ellis, Inc. Laurie Gomez, Esq. Senior Counsel Litigation CB Richard Ellis, Inc. 0 Park Avenue New York, NY laurie.gomez@cbre.com Counsel for Robert G. Badal and Nancy Sher Cohen David A. Gill, Esq. Richard K. Diamond, Esq. Danning, Gill, Diamond & Kollitz, LLP Century Park East, Third Floor Los Angeles, CA 00 dgill@dgdk.com rdiamond@dgdk.com -001\DOCS_SF:.1 Case: 0- Doc #: Filed: 0//0 Page of CERTIFICATE OF SERVICE

12 1 Robert G. Badal, Esq. WilmerHale, LLP 0 S. Grand Avenue, Suite Los Angeles, CA robert.badal@wilmerhale.com Counsel to Constellation NewEnergy, Inc. Bruce J. Ruzinsky, Esq. D. Elaine Conway, Esq. JACKSON WALKER L.L.P. 01 McKinney Street, Suite 100 Houston, Texas 0 bruzinsky@jw.com econway@jw.com Christine R. Etheridge IKON Financial Services Bankruptcy Administration Bass Road P.O. Box 0 Macon, GA christine.etheridge@ikonfin.com Aseem S. Gupta 0 rd Street San Francisco, CA 1 aseemsgupta@gmail.com Nancy Sher Cohen, Esq. Proskauer Rose, LLP Century Park East, Suite 0 Los Angeles, CA 00 ncohen@proskauer.com Counsel to Constellation NewEnergy, Inc. Heather M. Forrest, Esq. JACKSON WALKER L.L.P. 01 Main Street, Suite 000 Dallas, TX hforrest@jw.com Counsel to Hewlett-Packard Company Ms. Anne Marie Kennelly, Esq. Corporate Counsel 000 Hanover St., M/S 0 Palo Alto, CA 0 anne.kennelly@hp.com Vicky Namken IBM Corporation 00 Diplomat Dr. Dallas, TX vnamken@us.ibm.com Paul Sugarman 00 Sunnyhillls Road Oakland, CA sugars@pacbell.net Mr. Ken Higman Sr. Default & Recovery Analyst Hewlett-Packard Company E. Katella Ave., Suite 00 Anaheim, CA ken.higman@hp.com \DOCS_SF:.1 Case: 0- Doc #: Filed: 0//0 Page of CERTIFICATE OF SERVICE