Opinion
Case No. 03-32094, (Jointly Administered)
September 22, 2003
October 7, 2003
Frank J. Santoro, Marcus, Santoro Kozak, P.C., Chesapeake, Virginia, for the Debtors
Karen M. Crowley, Marcus, Santoro Kozak, P.C., Chesapeake, Virginia, for the Debtors
James J. Burns, Law Office of James J. Burns, P.L.C., Richmond, VA, for the Operating Subsidiaries of Verizon Communications, Inc.
J. Hayden Kepner, Jr., Atlanta, Georgia, for the Operating Subsidiaries of Verizon Communications, Inc.
STIPULATION AND CONSENT ORDER BETWEEN THE DEBTORS AND VERIZON COMMUNICATIONS INC. REGARDING CURE PAYMENTS
WHEREAS, on March 4, 2003 (the "Petition Date"), NTELOS Inc. and its affiliates (collectively, the "Debtors" or "NTELOS") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and since that date continued to operate the business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code;
WHEREAS, as of the Petition Date, the Debtors were parties to numerous executory contracts (the "Verizon Contracts") with various operating telephone company subsidiaries of Verizon Communications Inc. (collectively, Verizon") pursuant to which Verizon provided various telecommunication services to the Debtors;
The operating telephone company subsidiaries of Verizon Communications Inc. include, without limitation, Verizon North Inc., Verizon South Inc., Verizon Northwest Inc., GTE Arkansas Inc. d/b/a Verizon Arkansas, GTE Midwest Incorporated d/b/a Verizon Midwest, GTE Southwest Inc. d/b/a Verizon Southwest, Verizon California Inc., Verizon Delaware Inc., Verizon Florida Inc., Verizon Hawaii Inc., Verizon Maryland Inc., Verizon New England Inc., Verizon New Jersey Inc., Verizon New York Inc., Verizon Pennsylvania Inc., Verizon Virginia Inc., Verizon Washington, DC Inc., and Verizon West Virginia Inc.
WHEREAS, on August 12, 2003, the Court entered an order (the "Confirmation Order") confirming the Debtors' Join Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated July 1, 2003 (the "Plan");
WHEREAS, the Plan became effective as of September 9, 2003 (the "Effective Date");
WHEREAS, pursuant to the Plan, the Debtors assumed the Verizon Contracts under Section 365 of the Bankruptcy Code, subject to paying the obligations required under section 365(b)(1) of the Bankruptcy Code (the "Cure Obligations");
WHEREAS, the Debtors and Verizon have agreed that the Cure Obligations under the Verizon Contracts should be satisfied as set forth herein;
IT IS THEREFORE STIPULATED, CONSENTED, AND AGREED by and among the Debtors and Verizon, and ORDERED by this Court, as follows:
1. Within five business days after entry of this Order, the Debtors shall wire transfer to Verizon (pursuant to wire transfer instructions to be delivered to the Debtors) the sum of $498,179.62 (the "Cure Payment"). The Cure Payment shall satisfy all Cure Obligations under the Verizon Contracts owed by the Debtors to Verizon for telecommunication services provided to the Debtors by Verizon prior to the Petition Date.
2. Other than with respect to the obligations expressly set forth herein, and subject to paragraph 3 below, and conditioned upon indefeasible payment in full to Verizon of the Cure Payment, Verizon and the Debtors shall be deemed to have fully and forever waived, released, extinguished and forever discharged each other from any and all claims, actions, complaints, causes of action, debts, costs and expenses (including attorneys' fees), demands or suits, at law or in equity or in bankruptcy (including, without limitation, any avoidance actions under the Bankruptcy Code) or otherwise, known or unknown present or future, fixed or contingent, which each party may have or claim to have against the other for or by reason of any matter, cause or thing occurring or arising on or prior to the Petition Date.
3. All obligations owed for services rendered by Verizon or NTELOS to one another after the Petition Date will be paid in the ordinary course of business between the parties; and each of the parties shall retain all rights they may have under applicable non-bankruptcy law and regulations to contest, dispute or set off any such post-petition obligations.
4. Upon entry, copies of this Order shall be provided to the following persons:
Frank J. Santoro, Esq. Karen M. Crowley, Esq. Marcus, Santoro Kozak, P.C. 1435 Crossways Boulevard, Suite 300 Chesapeake, Virginia 23320
James J. Burns, Esq. Law Office of James J. Burns, P.L.C. 2611 Cromwell Road Richmond, VA 23235
J. Hayden Kepner, Jr., Esq. Arnall Golden Gregory LLP One Atlantic Center 1201 West Peachtree Street, Suite 2800 Atlanta, Georgia 30309
Robert B. VanArsdale, Esq. Office of the United States Trustee Room 625, Federal Building 200 Granby Street Norfolk, VA 23510-1814
STIPULATED AND AGREED.