PRYOR CASHMAN LLP

Mark R. Jacobs (MJ-6248)

Gerald A. Gordon (GG-1590)
410 Park Avenue
New York, New York 10022
Tel: (212) 421-4100

Attorneys for Konman

Entertainment, Inc. f/s/o Kanye West

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
-------------------------------------------------------x
In re: :
: Chapter 11
TEEVEE TOONS, INC. :
d/b/a TVT RECORDS, : Case No. 08-10562 (ALG)
:
Debtor. :
-------------------------------------------------------x

OBJECTION OF KONMAN ENTERTAINMENT, INC. F/S/O KANYE WEST TO

THE DEBTOR’S NOTICE OF PROPOSED ASSUMPTION AND ASSIGNMENT
OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
(Re: Docket Number 241)

Konman Entertainment, Inc. (“Konman”) f/s/o Kanye West (“Kanye”), by and

through its undersigned counsel, for its objection (the “Cure Objection”) to the proposed

cure amount scheduled in the Debtor’s Notice of Proposed Assumption and Assignment of

Executory Contracts and Unexpired Lease, filed on May 28, 2008 (the “Cure Notice”)

(Docket Number 241), respectfully represents:

1. Kanye is, among other things, a record producer whose services are

furnished by Konman.

2. On February 19, 2008 (the “Petition Date”), TeeVee Toons, Inc. d/b/a TVT

Records (the “Debtor”) filed a voluntary petition for relief in this Court under chapter 11 of

title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”).
 3. Prior to the Petition Date, Kanye and the recording group known as “213”

(the “Artist”) attempted to negotiate an agreement (the “Producer Agreement”) with

respect to procuring Kanye’s services as a record producer in connection with the creation

of one master recording (the “Master”) embodying the Artist’s performance. It was

contemplated that the Master was to be delivered by the Artist to the Debtor pursuant to

the recording agreement between the Artist and the Debtor.

4. In addition to the payment of royalties, calculated in accordance with the

Producer Agreement, as consideration for the services rendered by Kanye in connection

with recording the Master, it was contemplated that the Artist was to pay, or to cause the

Debtor to pay, Kanye, a one-time, recoupable sum of $40,000 as an up-front advance from

any and all royalties payable to Kanye (excluding mechanical royalties) under the Producer

Agreement (the “Advance”).

5. It was also contemplated that by a letter of direction, annexed to the

Producer Agreement as Exhibit A (the “Letter of Direction”) (together with the Producer

Agreement, the “Agreements”), the Artist would exercise its right to request the Debtor to

pay the Advance to Kanye on behalf of the Artist.1 Thus, it was anticipated that the

obligation to pay the Advance would be satisfied by the Debtor. Both the Producer

Agreement and the Letter of Direction acknowledged that Kanye could receive the entire

Advance prior to execution of the Agreements and the provision of services.

6. Although negotiations concerning the Agreements took place and drafts of

such agreements were exchanged, the Agreements were never executed due to a dispute

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Pursuant to the Letter of Direction, it was anticipated that the Advance would be recoupable by the Debtor
from any and all royalties (excluding mechanical royalties) payable to Kanye pursuant to the Producer
Agreement. To the extent not so recouped, the Advance would be recoupable by the Debtor from any record
royalties payable to the Artist (excluding mechanical royalties) under the Producer Agreement.

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over “swap” arrangements among the parties. Thus, it is likely that the Producer

Agreement was never an enforceable contract and therefore, is not capable, as a matter of

law, of being assumed by the Debtor as an executory contract.

7. Notwithstanding the breakdown in negotiations over the Producer

Agreement, on or about August 12, 2004, the Debtor delivered a check in the amount of

$20,000 to Kanye as a “front-end payment” for his services under the Producer Agreement

(the “Purported Advance Payment”). Upon information and belief, this payment was

intended as payment of the Advance pursuant to the Producer Agreement.

8. On or about August 13, 2004, Kanye returned the Purported Advance

Payment to the Debtor asserting that the terms of the Producer Agreement required the

payment in full of the Advance. Kanye also asserted that until such payment was made by

the Debtor, it, or its affiliates, would have no rights to exploit the Master and/or the

composition in connection with the Master. Upon information and belief, the Debtor did

not respond to the return of the Purported Advance Payment or the correspondence

accompanying it.

Objection to Proposed Cure Amount

9. On May 28, 2008, the Debtor filed the Cure Notice listing the executory

contracts and unexpired leases which the Debtor may seek to assume and assign in

connection with the sale of substantially all of its assets, and, by its calculations, any

corresponding proposed cure amount in connection with such contracts or leases.

10. The Cure Notice lists the Producer Agreement as an executory contract

which the Debtor may seek to assume and assign in connection with the sale of

substantially all of its assets. In addition, the Cure Notice provides that no cure amount is

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due and owing to Kanye under the Producer Agreement.

11. Kanye asserts that, as a matter of law, the unexecuted Producer Agreement

is not an enforceable contract and therefore, incapable of being assumed as an executory

contract.

12. Notwithstanding the foregoing, and assuming that both Kanye’s

performance, if any, pursuant to the anticipated Agreements and the Debtor’s tender of

partial payment (albeit unsuccessful due to its failure to comport with the terms of the

Producer Agreement) of the Advance, establish the existence of an enforceable contract

subject to assumption as an executory contract, Kanye objects to the proposed cure amount

listed in the Cure Notice.

13. Pursuant to standard practice in the music industry, parties to similar

agreements regularly perform the anticipated contractual obligations pending execution of

the final documents memorializing such obligations. In particular, this standard is

followed where the parties to the anticipated agreement do not consider the outstanding

issues to be material. In this instance, however, the dispute over the “swap” arrangement

was material and ultimately led to the breakdown in negotiations resulting in the

unexecuted Producer Agreement.

14. By its Cure Notice, however, the Debtor may be asserting that due to

industry standards the parties herein acted as if the Agreements had been executed, and

therefore, the Agreements are executory and capable of being assumed and assigned,

provided the Debtor first satisfies its cure obligations.

15. Upon information and belief, as of the date hereof, the Debtor has not

satisfied its obligations to pay the Advance to Kanye pursuant to the Agreements.

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Additionally, the Debtor may have unsatisfied obligations in connection with the payment

of royalties, calculated in accordance with the Producer Agreement, to Kanye. Therefore,

pursuant to the Agreements, the total cure amount which the Debtor is obligated to pay

before it may assume the Agreements is, at a minimum, $40,000.00, plus royalties,

calculated according to the Agreements. However, without access to the Debtor’s books

and records, including records pertaining to its sales of recordings, manufacturing records,

inventory records and other pertinent information that would enable Kanye to ascertain

whether and to what extent the Debtor has properly accounted to Kanye (or accounted at

all), Kanye cannot fully determine the accurate cure amount corresponding to the

Agreements. The Debtor’s superficial and conclusory statement regarding an alleged cure

amount is woefully insufficient. The Agreements contain provisions setting forth the

formulas to be used to calculate the payments to be made to the parties and procedures to

be followed in order to reconcile amounts due and owing under the Agreements. These

formulas and procedures, are, in turn, based on sales data and other information within the

Debtor’s knowledge and control, which Kanye will have to review and reconcile before

determining a cure amount. Without more specific information and some level of shared

effort to reconcile the proposed cure amount with the Debtor, Kanye cannot reach a more

accurate conclusion regarding the proposed cure amount.

16. In its current state, the Cure Notice appears to represent only the Debtor’s

minimal efforts to satisfy the deadline for filing an assumption and assignment notice and

will then to simply wait and see whether contract counterparties object before making a

more substantive attempt to accurately determine what executory contracts it has and the

accurate cure amounts thereto. Pursuant to the Section 365(b)(1) of the Bankruptcy Code

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(“Section 365(b)(1)”), a debtor can only allow an executory contract if no default exists.

In the event a default has occurred, the debtor is required to cure the default as a predicate

to assuming the contract. The Cure Notice filed by the Debtor is nothing more than a half-

hearted effort to simulate a real effort to satisfy the relevant legal standard, which should

not be left unchallenged as to its accuracy.

17. Because the accuracy of the proposed cure amounts in connection with the

Agreements cannot be determined, the Debtor cannot claim to have satisfied the

requirements of Section 365(b)(1) which requires the cure, in full, of all outstanding

defaults or amounts due under an unexpired lease or executory contract to be assumed and

assigned. The Debtor cannot consummate any proposed assumption and assignment of the

Agreements unless and until it properly identifies the amounts of such cure obligations and

affords contract counterparties the opportunity to determine whether the alleged cure

amounts are accurate. Only then, once such amounts are agreed upon and such amounts

are paid in full, can the relevant agreements be assumed and assigned (assuming that a cure

can be effected or that agreements were not terminated prior to the commencement of the

Debtor’s chapter 11 case). As such, Kanye objects to the entirety of the Cure Notice.

18. Kanye reserves the right to (i) amend or supplement this Cure Objection,

(ii) object to potential assumption or assignment of the Producer Agreement on any other

basis and (iii) assert all of its other rights and remedies against the Debtor.

WHEREFORE, Kanye respectfully requests that the Court (a) determine that the

Producer Agreement is not a contract capable, as a matter of law, of being assumed by the

Debtor or (b) in the alternative, if the Court were to determine that the Producer Agreement

was an executory contract, condition any assumption and assignment of the Producer

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Agreement on (i) the payment in full outstanding amount due to Kanye in compliance with

Section 365 of the Bankruptcy Code and (ii) compliance with any other applicable law and

(c) grant such other and further relief as the Court deems just and proper.

Dated: June 13, 2008

New York, New York

PRYOR CASHMAN LLP

By: /s/ Mark R. Jacobs

Mark R. Jacobs (MJ-6248)
Gerald A. Gordon (GG-1590)
410 Park Avenue
New York, New York 10022
Tel.: (212) 421-4100

Attorneys for Konman

Entertainment, Inc. f/s/o Kanye West