Opinion
Case No. 02-13533 (AJG), (Jointly Administered).
October 13, 2005
Upon consideration of the motion (the "Motion") of MCI, Inc. for an order, pursuant to Bankruptcy Rule 9019, approving a settlement and compromise of proof of claim number 23118, filed by Private Payphone Operators Network ("PPON"), 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,
Capitalized terms used herein, except as otherwise noted, shall have the meanings ascribed to them in the Motion.
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 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 (if any) is required.
C. In the Motion, the Reorganized Debtors moved this Court for the entry of an order, pursuant to Bankruptcy Rule 9019, approving a settlement and compromise of proof of claim number 23118, filed by PPON.
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 Reorganized Debtors, their estates and creditors.
E. Absent authorization to enter into and implement the Settlement Agreement, the Parties might require extensive judicial intervention to resolve their 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 Reorganized 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 PPON Claim shall be allowed as a Class 6 WorldCom General Unsecured Claim in the amount of nine million, six hundred five thousand, two hundred forty-one dollars and six cents ($9,605,241.06) (the "Allowed PPON Claim") in full and final satisfaction of the PPON Claim and the claims for PSP Payphone Compensation, whether scheduled or filed, held by the PSPs identified on Exhibit A attached to the Motion.
5. The Scheduled Claims for each PSP identified on Exhibit A attached to the Motion shall be amended to $0.00 as set forth in the 1st DSA and any order of the Bankruptcy Court approving the same. The PSP Claims for each PSP identified on Exhibit A attached to the Motion shall be disallowed and expunged (unless otherwise withdrawn) as set forth in the 78th Omnibus Objection and any order of the Bankruptcy Court approving the same.
6. The claims that are included in the PPON Claim, but which do not appear on Exhibit A attached to the Motion, shall not be affected by the Settlement Agreement. Such claims shall be excluded from the Settlement Agreement and the Reorganized Debtors shall administer such claims directly with the respective.
7. PPON shall make all reasonable efforts to ensure prompt payment to the PSPs identified on Exhibit A attached to the Motion in accordance with their applicable agency agreements,provided, however, that if PPON has actual knowledge that a PSP Claim or Scheduled Claim has been transferred or assigned to a third party, PPON shall make payment to such third party and promptly inform MCI of the same.
8. The Settlement Agreement shall resolve the 75th Omnibus Objection with respect to the PPON Claim.
9. The Reorganized 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.
10. 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.
11. 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.
12. This Order shall be effective and enforceable immediately upon entry, pursuant to Bankruptcy Rule 6004(g).