No. BK-S-00-10534-LBR, No. BK-S-00-10535-LBR, No. BK-S-00-10536-LBR, No. BK-S-00-10537-LBRUnited States Bankruptcy Court, D. Nevada
April 5, 2000
Attorneys for Debtors in Possession, WILLIAM P. WEINTRAUE, ESQ., DAVID M. BERTENTHAL, ESQ., MALHAR S. PAGAY, ESQ., PACHULSKI, STANG, ZIEHL, YOUNG JONES P.C., San Francisco, CA
JAMES PATRICK SHEA, ESQ., CANDACE CARLYON, ESQ., SHEA CARLYON, LTD., Las Vegas, NV
Attorney for THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, DEBORAH WILLIAMSON, ESQ., San Antonio, TX
ORDER AUTHORIZING DEBTOR TO SELL REAL PROPERTY AND IMPROVEMENTS LOCATED AT NORTH HIGHWAY 12 IN LOWDEN, WASHINGTON FREE AND CLEAR OF LIENS, INTERESTS AND ENCUMBRANCES PURSUANT TO SECTION 363(f) OF THE BANKRUPTCY CODE
LINDA B. RIEGLE, United States Bankruptcy Judge
The Court previously entered its Order Approving Debtors’ Emergency Motion to Establish Procedures For Small Asset Sales (the “Procedures Order”). The Procedures Order authorized AgriBioTech, Inc., a Nevada corporation (the “Debtor”) to submit an order approving the sale of real property and personal property of the Debtor’s estate free and clear of liens, interests and encumbrances pursuant to Section 363(f) of the Bankruptcy Code without a hearing for sales involving proceeds of $1,000,000 or less for real property and $500,000 or less for personal property or a maximum of $1,500,000 for the sale of both real and personal property, provided that (a) the Debtor provided certain creditors and parties asserting liens on the property notice of the proposed transaction and an opportunity to object and request a hearing (the “Sale Notice”), and (b) no objection to the Sale Notice was filed by the objection deadline.
Based upon the Notice of Asset Sale Transaction Pursuant to Sale Procedure Order: Sale of Real Property and Improvements Located at North Highway 12 in Lowden, Washington (the “Sale Notice”) served in accordance with the Procedures Order, the Declaration of Jeffrey N. Pomerantz stating that there have been no objections to the Sale Notice filed and served within the time period required by the Procedures Order, and for other good cause appearing,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED AS FOLLOWS:
1. The Debtor is authorized to sell the real property and improvements located at North Highway 12 in Lowden, Washington more particularly described in Exhibit “1” hereto (the “Property”) to Woodward Canyon Winery (the “Buyer”) pursuant to the sale terms set forth in the Sale Notice or on substantially similar or better terms (the “Woodward Canyon Sale”).
2. The Debtor’s sale of the Property to Buyer is approved free and clear of all liens, encumbrances, interests and claims pursuant to 11 U.S.C. § 363(b) and 363(f), with any such liens to attach to the proceeds of the sale of the Property.
3. The Debtor is authorized to pay from the proceeds of the Woodward Canyon Sale all costs incident to the transaction, including, but not limited to, the Debtor’s share of escrow and title fees and costs.
4. The Debtor is authorized to take all actions reasonably necessary to consummate the Woodward Canyon Sale.
5. The Debtor is authorized and directed to use the net proceeds of the Woodward Canyon Sale (the “Net Sale Proceeds”) as follows:
(a) The Debtor is authorized to pay any secured claims on the Property which are senior in priority to the secured claim of BankAmerica Business Credit, Inc. and its participant lenders (the “Bank Group”) to the extent the amounts of such claims are not disputed by Debtors (the “Undisputed Senior Claims”), so long as the Net Sale Proceeds reserved by Debtor pursuant to subparagraph (b) below are sufficient to pay Unpaid Senior Claims senior to any Undisputed Senior Claims which are paid;
(b) The Debtor shall reserve in a segregated bank account remaining Net Sale Proceeds after payment of Undisputed Senior Claims, up to an amount sufficient to pay any unpaid or disputed secured claims on the Property which are senior in priority to the secured claim of the Bank Group (the “Unpaid Senior Claims”); and
(c) Any remaining Net Sale Proceeds after payment of Undisputed Senior Claims and the reserve for Unpaid Senior Claims shall be paid to the Bank Group in accordance with the Interim Order Authorizing Debtors to Obtain Secured Credit and Granting Senior Liens and Related Relief and any further order thereon.