Opinion
Case No. 02-13533 (AJG), (Jointly Administered)
December 29, 2003
Upon consideration of the motion (the "Motion") of WorldCom, Inc. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the "Debtors"), for an order pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), approving a settlement and compromise of certain matters with Nextel Communications, Inc. ("Nextel"), as more fully set forth in the Motion; and upon all the proceedings before the Court; and after due deliberation and good and sufficient cause appearing therefor,
IT IS HEREBY FOUND AND DETERMINED THAT:
A. The Court has jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 19, 1984 (Ward, Acting C.J.), and this matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of these chapter 11 cases is proper pursuant to 28 U.S.C. § 1408 and 1409.
B. As evidenced by the affidavits of service filed with the Court, (i) proper, timely and adequate notice of the Motion and the hearing thereon was provided in accordance with the First Amended Case Management Order dated December 23, 2002; (ii) such notice was good and sufficient and appropriate under the particular circumstances; and (iii) no other or further notice of the Motion or the hearing thereon is required.
C. In the Motion, the Debtors moved this Court for the entry of an order pursuant to Bankruptcy Rule 9019 approving a settlement and compromise of certain matters with Nextel.
D. The legal and factual bases set forth in the Motion establish just cause for the relief requested. The settlement reflected in the Settlement Agreement, is fair and reasonable under the circumstances and in no way unjustly enriches any of the Parties. In addition, such settlement is in the best interest of the Debtors, their estates and creditors.
Capitalized terms used herein, except as otherwise noted, shall have the meanings ascribed to them in the Motion.
E. Absent authorization to enter into and implement the Settlement Agreement, the Parties might require extensive judicial intervention to resolve their many disputes and it is uncertain which of the Parties would emerge with a favorable and successful resolution of their claims. Such litigation would be costly, time consuming, and distracting to management and employees alike. Approval of the Settlement Agreement and authorization of the Parties to enter into and implement such agreement would eliminate the attendant risk of litigation.
F. The settlement reflected in the Settlement Agreement is the product of extensive, arms' length, good faith negotiations between the Parties.
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
1. The Motion of the Debtors is hereby granted in all respects; this Order constitutes a Final Order within the meaning of 28 U.S.C. § 158(a); and the provisions of this Order are non-severable and mutually dependent.
2. All objections, if any, to the Motion or the relief requested therein, that have not been withdrawn, waived or settled, and all reservations of rights included therein, are overruled.
3. The Settlement Agreement is hereby approved.
4. The Debtors are authorized, pursuant to Bankruptcy Rule 9019 and section 105 of the Bankruptcy Code, to execute, deliver, implement, and fully perform any and all obligations, instruments, documents and papers and to take any and all actions reasonably necessary or appropriate to consummate the settlement reflected in the Settlement Agreement and to perform any and all obligations contemplated therein immediately upon entry of this Order.
5. This Court shall retain jurisdiction over any and all disputes arising under or otherwise relating to the construction, performance, and enforcement of the terms of this Order and the terms and conditions of the settlement are hereby authorized or approved.
6. The requirement under Rule 9013-1(b) of the Local Bankruptcy Rules for the Southern District of New York for the filing of a memorandum of law is waived.
7. This Order shall be effective and enforceable immediately upon entry of this Order, pursuant to F.R.Bankr.P. 6004(g).