Case No. BK-N-03-52300-BK-N-03-52304, BK-N-03-52470-BK-N-03-52474, Joint Administration.United States Bankruptcy Court, D. Nevada.
March 8, 2005
JUDY B. CALTON, ESQ., SCOTT A. WOLFSON, ESQ., HONIGMAN MILLER SCHWARTZ AND COHN LLP, Detroit, MI, JOAN C. WRIGHT, ESQ., JAMES R. CAVILIA, ESQ., ALLISON, MacKENZIE, RUSSELL, PAVLAKIS, WRIGHT
FAGAN, LTD., Carson City, NV, Attorneys for Trustee.
ORDER APPROVING SETTLEMENT AGREEMENT WITH MERCER ISLAND, LLC AND MATHON FUND I, LLC
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GREGG ZIVE, Chief Judge, Bankruptcy
This matter having come on to be considered upon the Motion to Approve Settlement Agreement with MERCER ISLAND, LLC, MATHON FUND I, LLC, ROUND VALLEY CAPITAL, LLC, and TOWLER ASSOCIATES, LLC (the “Motion”) filed by C. ALAN BENTLEY, Chapter 11 Trustee (the “Trustee”) of the captioned Debtors, notice having been given and a hearing held, no further notice or hearing being necessary, the Court having considered the Motion and any opposition, capitalized terms not defined in this Order having the meaning as defined in the Motion or the settlement agreement attached to the Motion (the “Settlement Agreement”), and the Court being fully advised in the premises;
THE COURT FINDS
A. The Court has jurisdiction over the Motion under 28 U.S.C. §§ 157 and 1334. Venue is proper under 28 U.S.C. §§ 1408 and 1409. The predicate for the relief sought herein is Fed.R.Bank.P. 9019(a).
B. The Trustee has full power and authority to consummate the Settlement Agreement.
C. The compromise represented by the Settlement Agreement is fair and equitable, in the best interests of Debtors’ estates and reasonable.
D. The Trustee, Mercer, and Mathon (collectively with the Trustee, the “Settling Parties”) have negotiated the Settlement Agreement at arms length and in good faith.
E. The Trustee’s entry into the Settlement Agreement reflects sound business judgment and there is good and sufficient business justification for entering into the Settlement Agreement.
THE COURT HEREBY ORDERS that
1. The Motion is GRANTED.
2. The Settlement Agreement is approved in all respects.
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3. The Settling Parties are authorized and directed to enter into, implement, and comply with the Settlement Agreement.
4. All objections to the Motion or the relief requested thereby that have not been withdrawn, waived, or settled, and all reservations of rights included therein, are overruled on the merits.
5. Mathon shall pay the Settlement Payment to the Trustee within one business day after this Order is final and not subject to appeal.
6. All liens and secured claims Mathon has, or may have, against the Debtors’ assets, including without limitation, relating to development rights, real estate in Arizona, Nevada, or elsewhere, time-share intervals and personal property, and the proceeds thereof, shall be released effective upon this Order being final and not subject to appeal.
7. The Trustee shall prepare and lodge with the Court proposed stipulated orders dismissing, without costs or fees, the Mathon Adversary and the Mercer Adversary within five business days after receipt of the Settlement Payment.
8. Except for the obligations under the Settlement Agreement, effective upon this Order being final and not subject to appeal, Mercer shall withdraw any claims either has asserted against any of the Debtors’ estates, and Mercer agrees not to assert any claims against any of the Debtors’ estates.
9. Upon this Order being final and not subject to appeal, Mathon shall have an unsecured, nonpriority claim in the aggregate amount of $6,768,000.00, without any offset or surcharge.
10. The failure specifically to include or to reference any particular provision of the Settlement Agreement in this Order shall not diminish or impair the effectiveness of such provision.
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11. The Settlement Agreement and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto, in a writing signed by the parties thereto, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement is not material.
12. The Court directs entry of this Order as a final order.