Honors and Awards:

• I was selected as a 2012 Los Angeles Super Lawyer
• AV Preeminent Peer Rating, Martindale Hubbell
• In April, 2011, I was elected to become a Fellow of the American College of Commercial Finance Lawyers., Fellow, American College of Commercial Finance Lawyers, 2011

Bar/Professional Activity:

• American College of Commercial Finance Lawyers, Fellow since 2011, Ninth Circuit Judicial Conference, Lawyer Representative since 2009 Financial Lawyers Conference, President, 2008-09, Director since 2002 Los Angeles Bankruptcy Forum, President, 2005-06, Director since 1999 California Bankruptcy Forum, Director, 2005-09, Education Committee member, 2001-05 ABA, Business Law Section, Vice Chair, Workouts Subcommittee of Commercial Financial Services Committee, 2004-2007 State Bar of California, Co-Chair, Business Law Section Education Committee, 1997-98

Pro bono/Community Service:

• Pasadena Syphony Association Board of Directors
• Mediator for the U.S. Bankruptcy Court, Central District of California (ongoing); pro bono attorney for adoptive parents through Alliance for Children's Rights (2003-2008)

Scholarly Lectures and Writings:

• PUBLICATIONS   California Nonprofits – Restructuring Fundamentals, Cal. Bankr. Forum 24th Annual Conf., May 2012   Real Estate Bankruptcies, CEB 2010, 2011, 2012 (advisor; author)   Ground Lease Practice, CEB 2009 (2d Ed.) (bankruptcy advisor)   SARE: New Rules for the Current Downturn, 7 Norton Bankr. Law Advisor, July 2008 (co-author)   Intercreditor Agreements in Bankruptcy, L.A. County Bar Assn., Jan. 23, 2008  SARE: A New World for Many Creditors, 49 BCD 3, Dec. 11, 2007 (co-author) Executory Contracts and Unexpired Leases, Chapter 8 of Personal and Small Business Bankruptcy Practice in California, CEB 2003, and annual updates through end of publication in 2007Tenant Letters of Credit; Bankruptcy Issues for Landlords and Their Lenders, 9 ABI L. Rev. 733, Winter 2001 Severing and Combining Contracts, 19 Business Law News 10 (Cal. State Bar), Fall 1998 Severable and Nonexecutory Contracts — Strategies Regarding Partial Assumption or Rejection, Maricopa County Bar Assn., May 1998 Waiving the Red Flag: Update on the Enforceability of Certain Waivers in Bankruptcy, Maricopa County Bar Assn., May 1998 Securitized Mortgage Lending, L.A. County Bar Assn., Apr. 1998   LECTURES/PANELS California Bankruptcy Forum 24th Annual Insolvency Conference:  Strategies for and Challenges to Reorganizing Not-for-Profit Entities, May 2012 CLE International:  Real Estate Restructuring: Loan Defaults, Workouts, Bankruptcy and Distressed Property Acquisitions – Documenting a Restructure, Jan. 2010 Financial Lawyers Conference:  Nips and Tucks:  The Surgical Enhancement of Article 9, Nov. 2009 L.A. County Bar Assn.: Subordinated Secured Financing and Intercreditor Agreements in Bankruptcy, Jan. 2008 ABA Business Law Section Fall Committee Meeting: The Devil’s in the Details: Think While You Draft, Nov. 2005 Financial Lawyers Conference: Second-Lien Financings: Negotiating the Not-So-Silent Second, Nov. 2005 ABA Business Law Section Spring Conference: The Loan is not Performing … Now What?  Working with Advisors to Understand Your Options and Set the Most Sensible Course, Mar. 2005 Financial Lawyers Conference: Emerging Theories of Third Party Liability: New Approaches to Increasing Creditor Recoveries, or Not, Nov. 2004 Los Angeles Bankruptcy Forum: Wait, Wait…We’ll Tell You (A Game of Bankruptcy Questions and Answers), Jun. 2004 ABA Business Law Section Spring Conference: Selling Assets, Buying Peace: Bankruptcy Sales as a Workout Alternative, Apr. 2004 CEB and State Bar of California: Selected Topics Under Revised Article 9, Jan. 2004 Financial Lawyers Conference: When the Tenant Files Chapter 11: Current Issues for Landlords (and Tenants) on Drafting and Enforcing Letters of Credit; the Allowance of Landlords’ Administrative and Other Claims; and Other Strategic Matters, Mar. 2002 L.A. Bankruptcy Forum: The Cutting Edge: Current Treatment of Executory Contracts and Unexpired Leases Under the Bankruptcy Code, Mar. 1999 Maricopa County Bar Assn: Bankruptcy Seminar: But, Didn’t We Have a Deal?  Current Problems in Treatment of Contracts in Bankruptcy, May 1998 L.A. County Bar Assn.: 27th Annual Benjamin S. Crocker Symposium: Emerging Trends in Real Estate Finance and How to Deal with the Hard Issues, Apr. 1998 CEB: Bankruptcy Reorganizations (Chapter 11): Effective Strategies for Pacesetting Attorneys Representing Debtors and Creditors, Nov. 1993

Transactions:

• REPRESENTATIVE MATTERS TRANSACTIONAL REPRESENTATIONS Negotiated and documented forbearance agreement with Fannie Mae with respect to $4.5 million deed of trust secured by large apartment complex, thereby protecting assets of solvent guarantor.  Assisted guarantor to structure rehabilitation and management of property, and to stabilize property operations. Structured creation and financing of new entity, affiliate of guarantor and defaulted borrower, to purchase troubled apartment complex at trustee’s sale, thereby preserving value over lowball credit bid and reducing potential deficiency liability of borrower and solvent guarantor.  Assisted guarantor in managing and marketing property. Negotiated and documented forbearance and settlement agreements with guarantors in connection with an assignment for the benefit of creditors of their closely held company.  Forbearance agreement included grants to bank client of security interests in real property, securities, and other personal property assets of guarantors to secure payment of approximately $800,000. Negotiated and documented resolution of dispute between foreign client, U.S. contract party, and U.S. issuer bank concerning wrongful dishonor of $3 million standby letter of credit, including Federal injunction suit, resulting in payment in full to client and performance of all contract obligations. Negotiated and documented modification and 18-month extension of $40 million construction loan for shopping center owner/developer.  Also advised client as to loan compliance and as to recapitalization and restructuring as necessary to qualify for permanent loan as well as related financial matters.  Served as on-going advisor to client in connection with management and planning.  Ultimately assisted client with sale of shopping center to pay off construction loan and debt on adjacent property. Enabled Pasadena Symphony Association, the fifth largest symphony association in California, to restructure business operations outside of bankruptcy.  Incident to the restructuring, investigated and analyzed applicable facts and standards, and advised the organization’s board on compliance with applicable laws regulating the prudent use of endowment funds. Negotiated and documented $2 million receivables financing agreement on behalf of importer and wholesale distributor of high-end plumbing fixtures. Advised client manufacturer with respect to establishment of PMSI program in connection with large machinery sales, and designed program client could implement with little or no further lawyer involvement. Advised foreign bank with respect to resolution of politically sensitive situation involving $10 million letter of credit issued by bank and secured by real estate and other assets of private school borrower, including nuances of California one action and anti-deficiency laws. Applied disclosure statement-related experience to prepare portions of offering memorandum for €100 Eurobond issue underwritten by UBS for Banco de Montevideo.  Project included interviewing bankers and other personnel and counsel, and reviewing relevant bank documents in Uruguay, in Spanish. Provided advice regarding alternatives for structuring sale-leaseback transactions involving several hundred million dollars of real estate to satisfy criteria for true sale/true lease, including analyzing parameters for structuring transactions as attractive alternative to second mortgage financing. Consulted with project finance partner regarding bankruptcy issues, including integration and severance of contracts, arising in connection with a proposed acquisition of coal gasification facility. Handled all bankruptcy-related analysis and strategy, and including negotiation of intercreditor issues, needed during representation of administrative agent in restructuring and securing $75 million unsecured syndicated credit facility of international borrower and affiliates owing aggregate debt in excess of $200 million. Represented national bank as agent under a $57 million secured credit facility with Rembrandt Photo Services Inc.  Advised and implemented resolution through assignment for benefit of creditors where borrower had committed fraud in its financial reporting and collateral was not worth more than $20 million. Advised finance partners with respect to structuring synthetic leases to enhance probable treatment in bankruptcy as secured financings, thereby avoiding risk of lease rejection, while preserving lease characterization for tax purposes.  Borrowers included Boston Chicken, Sears, and Payless Cashways. NON-DEBTOR BANKRUPTCY REPRESENTATIONS In re C.M. Meiers Company, Inc. (Bankr. C.D. Cal. 2012).  Represented prospective purchaser of assets in expedited sale process. Gill v. Canadian Imperial Bank of Commerce (In re International Architectural Group, LLC) (Bankr. C.D. Cal. 2011).  Defend various parties, including senior secured lenders and collateral agents, in adversary proceeding for breach of fiduciary duty and equitable subordination of liens. In re Springbok Services, Inc.  (Bankr. D. Colo. 2010).  Represented creditor/customer in liquidating chapter 11 case of company that arranged and managed pre-paid credit card program. In re Movie Gallery, Inc. (Bankr. E.D. Va. 2010).  Represented landlord interests in retailer’s liquidating chapter 11 case. In re Home Organizers, Inc.  (Bankr. C.D. Cal. 2010).  Represented and advised chief restructuring officer in connection with pre-bankruptcy governance issues, engagement by companies in chapter 11, and performance of duties during case. In re The Walking Company (Bankr. C.D. Cal. 2009).  Protected interests of owner of luxury class shopping center under lease to debtor tenant. In re T Asset Acquisition Company, LLC (Bankr. C.D. Cal. 2009).  Advised creditor/defendant with respect to assertion of claims and settlement of adversary proceeding relating to financing of Terminator assets. In re North American Scientific, Inc.  (Bankr. C.D. Cal. 2009).  Represented owner of patents and other intellectual property rights assertedly infringed by debtor pre-petition in connection with sale of all assets of debtor, to assure that sale could not be construed to absolve future infringement by buyer. In re NAMCO Capital Group, Inc.  (Bankr. C.D. Cal. 2009).  Advised unsecured creditors with respect to bankruptcy issues. In re Michael Beaudry, Inc.  (Bankr. C.D. Cal. 2009).  Advised unsecured creditors with respect to bankruptcy issues.  Advise prospective consignor with respect to doing business with debtor in possession. In re Fitness Holdings International, Inc. (Bankr. C.D. Cal. 2008).  Represented landlord interests including with respect to post-petition enforcement of lease, premises transition upon rejection, and collection of rejection damages. In re Wickes Furniture Co.  (Bankr. D. Del. 2008).  Represented TIAA as owner and lessor of large inland county warehouse.  By opposition to sale motion in first weeks of case, prevented sub rosa extension of time to assume lease and ultimately pressured early rejection of lease. In re Linens Holdings Co.  (Bankr. D. Del.  2008). Assisted Razor USA, LLC, in preparing prepetition and postpetition claims, and defended client in related preference action. In re Sharper Image Corp.  (Bankr. D. Del. 2008). Advised client, Razor USA, LLC, in anticipation of bankruptcy filing.  Also negotiated allowance of administrative claims and obtained resolution of large preference complaint. In re Adelphia Communications Corp.  (Bankr. S.D. N.Y. 2002).  From October 2005 through July 2006, supplemented multi-discipline team representing Bank of Montreal, administrative agent of a $1.6 billion co-borrowing facility, in connection with plan confirmation and defense of pending adversary proceedings, to manage bankruptcy and litigation aspects of the representation in cooperation with existing team leaders.  In re Telogy, Inc.  (Bankr. N.D. Cal. 2005).  Represented Bank of America, administrative agent of a $105 million credit facility and collateral agent for $200 million in secured debt, in the chapter 11 case of Telogy, Inc.  Case resolution was complicated by the then-new trend of all credit facility participants selling their debt to hedge funds, which traded for months until a dominant group emerged.  We leveraged the administrative agent position to protect the agent’s rights to reimbursement and indemnification.  Although the debt was not fully secured, agent obtained full reimbursement of fees and expenses and preserved all indemnification rights. In re United Air Lines, Inc.  (Bankr. N.D. Ill. 2002).  Represented Union Bank of California, lessor of four aircraft worth more than $64 million, in connection with enforcement and modification of aircraft leases and tax indemnity agreements in chapter 11, allowance of claims, and sale of allowed claims. In re Thermatrix, Inc.  (Bankr. C.D. Cal. 1999).  Represented Dow Chemical Co. in connection with provision of $6 million DIP loan and post-petition entry into $16 million purchase and service contract to build cutting-edge pollution abatement system, which served as fulcrum for reorganization.  After stiff litigation, including depositions and in-court testimony about value of Dow contract and viability of debtor for contract duration, both agreements were approved and a plan was confirmed over creditors’ committee’s and prepetition secured lender’s opposition. In re Leasing Solutions Inc.  (Bankr. N.D. Cal. 1999).  Represented The Bank of Nova Scotia, one of nine lead lenders, in pre-bankruptcy forbearance and subsequent liquidation through chapter 11 of computer equipment leasing company.  Client was both a participant in syndicated warehouse facility, which contested securitization vehicles’ claim to certain collateral, and a stand-alone lender under approximately $8.5 million in notes secured by specific equipment leases.  Obtained full satisfaction of stand-alone facility.  In re Coulter Forge, Inc.  (Bankr. N.D. Cal. 2002).  Represented Wells Fargo Business Credit, Inc., holder of $1.2 million secured asset based loan to failed steel forge company.  Aggressive litigation to limit use of cash collateral facilitated negotiated resolution through stipulation granting client relief from the stay to foreclose on all assets within six months after petition date. In re Mathon Fund, LLC (D. Az. 2005).  On three business days’ notice, represented NYC-based equity sponsor of stalking-horse in Phoenix bankruptcy auction of an abandoned airport/brownfield in Southern Connecticut.  Auction strategy blocked competing bids.  Client’s $12 million opening bid prevailed. In re Amber Lights, LLC (Bankr. D. Az. 2001).  Represented Senior Resources Group (sponsored by Starwood Capital) in acquisition of two related debtors’ senior assisted living facilities in  Tucson.  Aggressive auction strategy locked up bidding for final purchase price below lender-mandated $18 million minimum.  Led transaction team through all phases of acquisition. In re Sheffield Properties, Inc.  (Bankr. C.D. Cal. 1995).  Represented Teachers Insurance and Annuity Association of America in case of debtor that owned the first three floors of Chicago building known as One Magnificent Mile, subject to client’s $50 million first mortgage, as well as second asset apparently acquired pre-bankruptcy to enable cram-down of TIAA.  Intense litigation of cash collateral, valuation, and good faith issues yielded negotiated claim allowance and full cash payment under plan of claim’s then-book value. In re R.H. Macy’s & Co, (Bankr. S.D. N.Y. 1992).  Represented TIAA, holder of $195 million trust deed secured by landlord borrower’s rights under lease and related contracts assumed in Macy’s case in 1994.  Borrower removed several counts of TIAA’s state court foreclosure complaint to C.D. Cal., intending to transfer to S.D.N.Y. to gain debtor court jurisdiction over interpretation and enforcement of assumed contracts.  As team’s bankruptcy lawyer, developed procedural strategy and drafted successful motion for abstention or remand.  Also performed detailed analysis of probable treatment of reciprocal easement and operating agreements in bankruptcy in advance of any case law on point.  In re McLeodUSA Telecommunications Services, Inc.  (Bankr. N.D. Ill. 2005).  Preserved and enhanced position of TIAA as landlord of Arizona premises occupied by McLeod.  In anticipation of bankruptcy, which filed within a month after deal closed, incorporated provisions into lease termination agreement which rendered unattractive any attack on $80,000 lease termination payment as avoidable preference.  Payment was not attacked in bankruptcy case. In re Levitz Home Furnishings, Inc. and In re PLVTZ, Inc.  (Bankr. S.D.N.Y. 2005; 2007).  Represented TIAA as owner and lessor to debtor and successor of large Riverside County distribution center.  Negotiated favorable assumption, with $1.7 million replacement letter of credit, in first case.  Strategic actions in successor case pressured early lease rejection. In re Cimarron Golf Club, LLC (Bankr. D. Nev. 2003).  Successfully defended Textron Financial Corp., holder of $17 million in pre- and post-petition secured debt, against lien avoidance action based on alleged failure to perfect liens in assets including golf course and contracts with adjacent timeshare project.  Prevailed on two motions for partial summary judgment; remainder of action dismissed with prejudice.  Additionally, obtained $300,000 title insurance settlement although title company liability was neither certain nor quantifiable. In re Mego Financial Corp.  (Bankr. D. Nev. 2003).  Lead defense of Textron Financial Corp., holder of blanket liens on debtors’ timeshare resort-related assets in state including Colorado, Hawaii, Nevada, against creditors’ committee’s actions to avoid pledges of timeshare units and timeshare purchasers’ promissory notes as fraudulent transfers or avoidable preferences.  Comprehensive document and claim analysis led to favorable settlement.  Client’s prepetition claims, including interest, were paid in full, and payment of allowed $11.5 million postpetition was partially subordinated to fund plan.  Plan confirmed over objections of IRS.  Confirmation finalized after settlement pending appeal to 9th Cir. In re Consolidated Freightways, Inc.  (Bankr. C.D. Cal. 2002).  Defended committee’s financial advisor’s application for fees relating to analysis and advice regarding propriety of seeking Prudential Lines injunction.  Also represented potential strategic buyer of debtor’s Canadian assets.  Also represented bank regarding post-petition issuance of $56 million letter of credit in order to back worker’s compensation obligations of debtor and post-confirmation liquidating trustee. In re Claremont Acquisition Corp.  (Bankr. C.D. Cal. 1995).  As co-counsel to Ford Motor Company, litigated right to enforce all terms of dealership sales and service agreement, including limitations on assumption.  Client settled; but related appeal resulted in 9th Circuit prohibition of assumption after “non-curable” default. In re Southern Pacific Funding Corp.  (Bankr. D. Or. 1998). Represented Imperial Credit Industries, Inc., majority shareholder, in liquidation of sub-prime lender.  Defeated action to recharacterize debt as equity. In re Pacific Gas and Electric Co.  (Bankr. N. D. Cal. 2001).  Represented small cogeneration companies, including Aera Energy, LLC, and Midway Sunset Cogeneration Co., in case arising from California energy crisis.  Negotiated satisfactory treatment of clients’ claims in case and under applicable Power Purchase Agreements.  In re American Paper (S.D.N.Y. 2002).  Enabled Mexican client to avoid attempted service of preference avoidance complaint by invoking Hague Service Convention. In re Petition of Ole Borch (N.D. Cal. 1998).  Prosecuted Bankruptcy Code § 304 ancillary bankruptcy proceeding on behalf of Danish trustee of foreign debtor company, and obtained turnover of funds on deposit with San Francisco brokerage for benefit of Danish bankruptcy estate. In re Kenetech Windpower, Inc.  (Bankr. N.D. Cal. 1996).  Second-chaired representation of The Toronto-Dominion Bank, agent for lenders with claims secured by limited partnerships’ claims against general partner, debtor windpower company, in successful liquidation of general partner through chapter 11.    DEBTOR REPRESENTATIONS In re American Continental Corp.  (Bankr. D. Az. 1989).  Senior bankruptcy associate on team representing savings and loan holding company and court-appointed responsible officer through confirmation of plan resolving $1.4 billion debt, including $195 million in subordinated bonds.  Worked out of Phoenix offices to provide immediate support to debtor personnel and handle numerous emergency motions.  Handled sale of Gulfstream III aircraft.  Supported litigation team handling related major adversary proceedings. In re Marina International Properties, Ltd.  (Bankr. C.D. Cal. 1991).  Represented receiver in possession of failed partnership with $120 million Marina del Rey real estate portfolio, including Fisherman’s Village, Marina International Hotel, Doubletree Hotel, Islands Restaurant and shopping center, dry dock, and marina, subject to County of Los Angeles ground lease and other restrictions.  Provided day-to-day guidance to receiver in dealing and/or litigating with feuding partners and multiple aggressive secured lenders.  Competing plan litigation resolved through confirmation of negotiated compromise plan within 18 months after petition filed. In re Renaissance Joint Venture (Bankr. N.D. Cal, 1988).  Represented debtor in reorganizing Walnut Creek hotel operations.  Settled $15 million hotel construction dispute through claims estimation procedure.  Represented three related debtors in hotel reorganizations in separate cases in Oakland and Santa Rosa.  Participated in removal to bankruptcy court and ultimate settlement of $15 million state court complaint. In re THC Financial Corp.  (Bankr. D. Hawaii 1976)  In Chapter XI (Bankruptcy Act) case of Hawaii industrial thrift, researched and drafted briefs on then-new issue of nunc pro tunc employment.

Representative Clients:

• Please see Representative Matters, above

Other Outstanding Achievements:

• VISTA Volunteer serving in Temple, Texas, 1980

Educational Background:

• BA, cum laude, Middlebury College -- double major in English Literature and Spanish Literature, 1980
• University of Texas at Austin School of Law, JD with honors, 1985