J. Alexandra Rhim (State Bar No. 180636)
BUCHALTER, NEMER, FIELDS & YOUNGER
601 S. Figueroa Street, Suite 2400
Los Angeles, California 90017-5704
Telephone: (213)891-0700
Facsimile: (213)896-0400
Attorneys for The Laurus Master Fund
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
[SAN FERNANDO VALLEY DIVISION]
In re: ) Bankruptcy Case No. SV 03-12998-GM
VALENCIA ENTERTAINMENT )
INTERNATIONAL, LLC, a California ) Chapter 11
limited liability company, ) ORDER DENYING MOTION FOR
) TEMPORARY RESTRAINING ORDER
) AND DISMISSING ADVERSARY
Debtor. ) PROCEEDING
)
) DATE: June 3, 2004
) TIME: 10:00 a.m.
) PLACE: Courtroom 303
) 21041 Embank Blvd.
) Woodland Hills, California
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On June 1 and 3, 2004, the Court held shortened notice hearings with
respect to the Debtor's Motion for Temporary Restraining Order (the "Motion").
The above-captioned debtor and debtor-in-possession ("Debtor") appeared by
Steven Mayer of Mayer, Glassman & Gaines LLP and Stuart Wald. The Laurus Master
Fund ("Laurus") appeared by J. Alexandra Rhim and Scott Smith of Buchalter,
Nemer, Fields & Younger, A Professional Corporation. All other appearances are
noted on the record.
Having considered all evidence presented and testimony adduced during the
hearings,1 pleadings submitted by Debtor and Laurus, all supplemental and
related pleadings on file in connection with this matter, such matters of which
the Court was asked to take judicial notice, oral argument as advanced by
counsel at the time of hearing and having considered that on or about May 28,
2004, Laurus paid the obligations owed to Finance Unlimited, previously the
beneficiary under the deed of trust, bearing instrument no. 99-2400871,
resulting in Laurus being owed the amount of not less than $6,565,997.61 as of
June 2, 2004 (not including further interest accrual, and fees and other costs)
(the "Finance Obligations"), which are in addition to those owed to Laurus under
the Deeds of Trust (defined below), and after due consideration, and good cause
appearing therefor, the Court orders as follows:
IT IS HEREBY ORDERED that the Motion is denied.
IT IS FURTHER ORDERED that Laurus is authorized to exercise its rights and
remedies, including the conduct of foreclosure proceedings for all amounts owed
to it, including the Finance Obligations, after June 7, 2004 at midnight with
respect to the Deed of Trust, Assignment of Leases and Rents, Fixture Filing and
Security Agreement, dated as of May 24, 2002, and recorded as Instrument Number
02-1209820 in the Official Records of Los Angeles County and Deed of Trust,
Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated as
of May 24, 2002, and recorded as Instrument Number 02-1209821 in the Official
Records of Los Angeles County (collectively "Deeds of Trust") that encumber
Debtor's real property assets (the "Property").
IT IS FURTHER ORDERED that Debtor shall immediately remit to Laurus all
rents, profits and proceeds derived from the Property, exclusive of utility
reimbursements and
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1 On June 7, 2004, the Court held a telephonic hearing during which it
was clarified that Laurus would have the right to foreclose in connection with
all amounts owed to it, including without limit the Finance Obligations.
related handling fee, which have been collected and received by Debtor on and
after June 4,
"2004.
IT IS FURTHER ORDERED that Laurus shall waive its right to. seek recourse
against any co-obligors or guarantors, or any assets thereof, with respect to
the obligations owed by Debtor under the Convertible Note "A" Secured by Deed of
Trust, Assignment of Leases Rents, Fixture Filing and Security Agreement, dated
as of May 24, 2002, and Convertible Note "B" Secured by Deed of Trust,
Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated as
of May 24, 2002 (the "Obligations").
IT IS FURTHER ORDERED that Laurus shall waive its light to enforce any
right and remedies with respect to the Obligations against any other assets of
Debtor other than assets encumbered by the Deeds of Trust, which include without
limit, the Property, rents and leaseholds interests.
IT IS FURTHER. ORDERED that Debtor shall not transfer any interest in the
Property without a further court order.
IT IS FURTHER ORDERED that the above-captioned adversary proceeding is
dismissed as against all defendants.
DATED:
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THE HONORABLE GERALDINE MUND
UNTIED STATES BANKRUPTCY JUDGE
AGREED AS TO FORM:
Mayer, Glassman & Gaines, LLP
/s/ Steven Mayer
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Steven Mayer Attorneys for Valencia Entertainment International LLC