Case No. 03-15299 (PSH) (Jointly Administered).United States Bankruptcy Court, N.D. Illinois, Eastern Division.
January 25, 2005
John Wm. Butler, Jr., George N. Panagakis, Ron E. Meisler, SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP, Chicago, Illinois, Attorneys for Reorganized Debtor.
Howard L. Adelman, Adam P. Silverman, Michael I. Feinberg (Pending), ADELMAN GETTLEMAN, LTD., Chicago, Illinois, and Michael D. Warner, Emily S. Chou, Rachel R. Obaldo, WARNER STEVEN, L.L.P., Fort Worth, TX, Attorneys for Electronic Data Systems Corporation and EDS Information Services, L.L.C.
STIPULATION AND AGREED ORDER BETWEEN EAGLE FOOD CENTERS, INC. AND ELECTRONIC DATA SYSTEMS CORPORATION AND EDS INFORMATION SERVICES, L.L.C. IN FURTHERANCE OF REORGANIZED DEBTOR’S SEVENTH OMNIBUS OBJECTION TO CLAIMS UNDER 11 U.S.C. §§ 102(1), 105(A), AND 502(B) AND FED. BANKR. P. 3007 [EOD #1256]
PAMELA S. HOLLIS, Bankruptcy Judge
Electronic Data Systems Corporation and EDS Information Services, L.L.C. (“Claimants”), by and through their attorneys, Adelman
Gettleman, LTD. and Warner Stevens, L.L.P., and Eagle Food Centers, Inc. (“Eagle Foods,” or in reference to itself, the “Reorganized Debtor” and together with Claimants, the “Parties”), by and through their attorneys, Skadden, Arps, Slate, Meagher Flom LLP, hereby stipulate, as follows:
RECITALS
WHEREAS, on April 7, 2003 (the “Petition Date”), Eagle Foods and four of its affiliates (the “Affiliate Debtors” and together with Eagle Foods, the “Debtors”) filed voluntary petitions for chapter 11 protection with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”) pursuant to 11 U.S.C. §§ 101–1330 (as amended, the “Bankruptcy Code”);
WHEREAS, pursuant to Order Pursuant to 11 U.S.C. §§ 105(a), 501, 502, and 1111(a) and Rules 2002(a)(7), 3003(c)(3) and 5005(a) of the Federal Rules of Bankruptcy Procedure Establishing Bar Dates for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof (Docket No. 319), the Bankruptcy Court approved the establishment of 4:00 p.m. (Prevailing Eastern Time) on September 8, 2003 as the last date and time to file
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certain claims, including, without limitation, general unsecured claims, against the Debtors (the “General Bar Date”);
WHEREAS, on January 29, 2004, the Debtors filed the First Amended Joint Plan of Liquidation of Eagle Food Centers, Inc. and Its Affiliated Debtors and Debtors in Possession (Docket No. 862) (the “First Amended Plan”) and on March 25, 2004 (the “Confirmation Date”), the Bankruptcy Court entered its Findings of Fact, Conclusions of Law, and Order under 11 U.S.C. §§ 1129(a) and (b) and Fed.R.Bankr.P. 3020 Confirming the First Amended Plan (Docket No. 974) (the “Confirmation Order” and the First Amended Plan, as modified by the Confirmation Order, the “Plan”), and after satisfying certain conditions precedent, the Plan became effective on April 8, 2004;
WHEREAS, on August 29, 2003, the Claimants filed Proof of Claim numbered 780 with Debtors’ claims agent, Logan Company, Inc. (“Logan”) in the amount of $523,562.03 in the Debtors’ chapter 11 cases asserting a general unsecured claim on account of prepetition services performed which remain unpaid (“Claim No. 780”);
WHEREAS, the Claimants subsequently amended Claim No. 780 with Proof of Claim numbered 1824, which was received by Logan on April 21, 2004, which increased the asserted claim by $44,000 on account of rejection damages to $567,562.03 (“Claim No. 1824”);
WHEREAS, on June 24, 2004, Claim No. 780 was disallowed pursuant to Order Under 11 U.S.C. §§ 102(1), 105(a), and 502(b) and Fed.R.Bankr.P. 3007 Disallowing, Reducing, Reclassifying, Fixing and/or Bifurcating Certain Claims Set Forth in Fourth Omnibus Objection to Claims (Docket No. 1102);
WHEREAS, the Reorganized Debtor filed the Reorganized Debtor’s Seventh Omnibus Objection to Claims under 11 U.S.C. §§ 102(1), 105(a), and 502(b) and Fed. Bankr. P. 3007 (the “Objection”) on November 16, 2004 (Docket No. 1256), which included, among other claims, Claim No. 1824 on its “Exhibit C — Overstated Claims to be Reduced,” pursuant to which the Reorganized Debtor sought to reduce Claim No. 1824 to $523,562.03;
WHEREAS, on December 14, 2004, the Claimants responded to the Objection by filing the Response of Electronic Data Systems Corporation and EDS Information Services, L.L.C. (Claim No. 1824) to Seventh Omnibus Objection (the “Response”) pursuant to which Claimants disputed the Reorganized Debtor’s request to reduce the amount of Claim No. 1824;
WHEREAS, in connection with the filing of the Response, Claimants amended Claim No. 1824 with Proof of Claim numbered 1856, which was received by Logan on December 15, 2004, and which asserted an additional $4,081,000 in rejection damages, thereby
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increasing the total amount claimed to $4,648,562.03 in the Debtors’ chapter 11 cases (“Claim No. 1856”); and
WHEREAS, the Reorganized Debtors contacted the Claimants in an attempt to consensually resolve the Parties’ issues.
NOW, THEREFORE, the Parties agree and the Bankruptcy Court hereby orders as follows:
1. Claim Nos. 1824 and 1856 are the only claims that Claimants hold against the Reorganized Debtor or Debtors in these chapter 11 cases.
2. Upon entry of this stipulation, the Response and Claim No. 1856 are hereby withdrawn with prejudice.
3. Claim No. 1824 is hereby allowed as a general unsecured claim in the amount of $545,562.03 in the Debtors’ chapter 11 cases (Case No. 03-15299, Jointly Administered and Substantively Consolidated), (the “Allowed Claim”) in full satisfaction of any and all claims against the above-referenced Debtors, and the Allowed Claim shall be treated pursuant to section 5.2(a) of the plan.
4. It is expressly understood by the Claimants that the Claimants may seek satisfaction of the Allowed Claim only as set forth herein, and that in no event will the Reorganized Debtor, Debtors or their estates be liable in any other way whatsoever with respect to the Allowed Claim.
5. Logan is directed to amend the Debtors’ claims register to reflect the terms of this Stipulation.
6. Claimants warrant that they have not assigned, hypothecated or otherwise transferred any alleged claim or cause of action against the Debtors or Reorganized Debtor to any other person or entity. To the extent that any claim may be brought against the Debtors or the Reorganized Debtor by persons or entities claiming by, through or under Claimants on the basis that Claimants have assigned, hypothecated or otherwise transferred any alleged claim or cause of action against the Debtors or Reorganized Debtor to such person or entity, Claimants agree to indemnify and hold the Debtors and the Reorganized Debtor harmless from any damages, liabilities, obligations, costs or expenses (including reasonable attorneys’ fees) or reasonable settlement payments to the extent relating to, arising out of, or resulting from such claims.
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7. Claimants, on their behalf and on behalf of any of their respective successors, assigns, affiliates and any other party claiming through any of them (collectively “EDS Releasors”), for good and sufficient consideration, the receipt of which is hereby acknowledged, hereby absolutely and forever, release and discharge the Reorganized Debtor, the Debtors, the Debtors’ estate, and any of their respective former or current affiliates, representatives, executors, heirs, administrators, successors, officers, directors, employees, subsidiaries, advisors, attorneys and agents (collectively “Eagle Releasees”) from any and all actions, claims, counterclaims, suits, charges, demands, debts, liabilities, damages, judgments, extents, executions, accounts, sums of money, rights of setoff and recoupment, reckonings, obligations, controversies, losses and causes of action of every kind and nature whatsoever, including, without limitation, any claim or cause of action arising under the Bankruptcy Code, whether or not known or suspected at this time, which the EDS Releasors, or any of them, have, ever had, owned or held or hereafter shall or may have against the Eagle Releasees or any of them, based upon or arising out of any event, occurrence, act or omission existing from the beginning of time through the date of the execution of this Stipulation; provided, however, that nothing herein shall constitute a release or discharge of any obligations under this Stipulation.
8. The Reorganized Debtor, the Debtors and the Debtors’ respective estates, on their own behalf and on behalf of any of their respective successors, assigns, affiliates and any other party claiming through any of them (collectively, “Eagle Releasors”), for good and sufficient consideration, the receipt of which is hereby acknowledged, hereby absolutely and forever release and discharge Claimants and any of their respective former or current affiliates, representatives, executors, heirs, administrators, successors, officers, directors, employees, subsidiaries, members, advisors, attorneys and agents (collectively, “Claimants’ Releasees”) from any and all actions, claims, counterclaims, suits, charges, demands, debts, liabilities, damages, judgments, extents, executions, accounts, sums of money, rights of setoff and recoupment, reckonings, obligations, controversies, losses, and causes of action of every kind and nature whatsoever, including, without limitation, any claim or cause of action arising under the Bankruptcy Code, whether or not known or suspected at this time, which the Eagle Releasors, or any of them, have, ever had, owned or held or hereafter shall or may have against the Claimants’ Releasees or any of them, based upon or arising out of any event, occurrence, act or omission existing from the beginning of time through the date of the execution of this Stipulation; provided, however, that nothing herein shall constitute a release or discharge of any obligations under this Stipulation.
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9. This Court shall retain jurisdiction over any and all disputes arising out of this Stipulation and Agreed Order.
IT IS SO ORDERED.
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