Case No. 03-32094 (DOT), (Jointly Administered)United States Bankruptcy Court, E.D. Virginia
August 20, 2003
Botetourt Telephone Company a/k/a Roanoke and Botetourt Telephone Company, R B Network, Inc., Botetourt Leasing, Inc., R B Cable, Inc., The Beeper Company, Virginia PCS Alliance, L.C., West Virginia PCS Alliance, L.C. and Virginia Telecommunications Partnership.
Michael C. Shepherd, Hunton Williams LLP, Richmond, Virginia, Counsel to the Debtors and Debtors in Possession
Russell R. Johnson, III, Richmond, Virginia, Counsel to Anthem Health Plans of Virginia, Inc.
STIPULATION AND AGREED ORDER BETWEEN NTELOS INC. AND ANTHEM HEALTH PLANS OF VIRGINIA, INC., D/B/A ANTHEM BLUE CROSS AND BLUE SHIELD REGARDING CURE AMOUNT
DOUGLAS TICE, Chief Judge, Bankruptcy
This stipulation and agreed order (this “Stipulation and Agreed Order”) is entered into by and between (a) Anthem Health Plans of Virginia, Inc. d/b/a Anthem Blue Cross and Blue Shield (“Anthem”) and (b) NTELOS Inc. (“NTELOS”), a debtor in this jointly administered bankruptcy case (this “Bankruptcy Case”) pending in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”), by and through their respective counsel. Anthem and NTELOS are collectively referred to herein as the “Parties.”
RECITALS
1. On March 4, 2003 (the “Petition Date”), NTELOS and its debtor affiliates (collectively, the “Debtors”) each filed a voluntary petition under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”).
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2. Prior to the Petition Date, Anthem and NTELOS entered into (i) that certain Administrative Agreement effective January 1, 2003, (ii) that certain Group Enrollment Agreement, as amended, effective January 1, 2003 and (iii) that certain Excess Risk Policy dated July 1, 2003 (collectively, the “Agreements”). Pursuant to the Agreements, Anthem serves as a claims administrator for a group health care benefits plan (the “Benefit Plan”) established and funded by the Debtors. In its capacity as claims administrator, Anthem processes and pays claims of the Debtors’ enrollees under the Benefit Plan and bills the Debtors for reimbursement of claim amounts Anthem has paid.
3. On June 10, 2003, Anthem filed a proof of claim asserting an unsecured, unliquidated and contingent claim against NTELOS Inc. (the “Proof of Claim”). The Proof of Claim is based upon claims that Anthem has paid or will pay under the Agreements relating to health care services and benefits provided to enrollees in the Benefit Plan prior to the Petition Date. Anthem often does not receive claims from health care providers until several months after health care services are rendered. Accordingly, Anthem currently does not know what additional claims it will receive for health care services and benefits provided to the Debtors’ enrollees prior to the Petition Date. Anthem estimates that the full amount of its pre-petition claim will be approximately $587,000.
4. On July 1, 2003, the Debtors filed the Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as it may subsequently be amended, the “Plan”). Pursuant to the terms of the Plan, NTELOS proposes to assume the Agreements pursuant to section 365 of the Bankruptcy Code on the Effective Date (as defined in the Plan) of the Plan.
STIPULATION
NOW THEREFORE, the Parties stipulate and agree as follows:
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a. Contingent upon entry of an order confirming the Plan, NTELOS will assume the Agreements in accordance with section 365 of the Bankruptcy Code on the Effective Date of the Plan.
b. In order to cure and/or provide adequate assurance that the NTELOS will promptly cure any monetary defaults with respect to the Agreement as required by section 365(b)(1) of the Bankruptcy Code, NTELOS shall pay to Anthem in the ordinary course of business all invoices and claims, not otherwise subject to good faith dispute, arising from health care services and benefits provided to enrollees in the Benefit Plan in accordance with the terms of the Agreements.
c. In the event the Bankruptcy Court declines to enter an order confirming the Plan, this Stipulation and Agreed Order shall be null and void and the Parties shall be restored to their respective positions as if this Stipulation and Agreed Order had not been entered into.
d. This Stipulation and Agreed Order may be executed in counterparts, any of which may be transmitted by facsimile, and each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
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e. The Bankruptcy Court shall retain jurisdiction over the Parties with respect to the implementation of this Stipulation and Agreed Order.
SO ORDERED.
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