Case No. 02-08699 (Jointly Administered).United States Bankruptcy Court, N.D. Illinois, Eastern Division.
November 9, 2004
Steven J. Christenholz, Ann Marie Bredin, PIPER RUDNICK LLP, Chicago, Illinois, ATTORNEYS FOR THE NSC CREDITOR TRUST.
Kathleen M. Miller, SMITH KATZENSTEIN FURLOW LLP, Wilmington, DE, ATTORNEYS FOR AIRGAS NORTH CENTRAL, INC.
STIPULATION AND AGREED ORDER REGARDING CLAIM NUMBER 3126 OF AIRGAS NORTH CENTRAL, INC.
JOHN SQUIRES, Bankruptcy Judge
RECITALS
A. On March 6, 2002, National Steel Corporation and certain of its subsidiaries and affiliates (the “Debtors”) commenced their respective reorganization cases by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1330 (as amended, the “Bankruptcy Code”).
B. On or about July 17, 2002, Airgas North Central, Inc. (“Airgas”) filed a general unsecured, non-priority proof of claim in the amount of $92,739.60, against Debtor National Steel Pellet Company, which was assigned claim number 3126 (“Claim 3126”). Airgas also filed an unsecured non-priority proof of claim in the amount of $5,096.46 against National Steel Pellet Company, which was assigned claim number 3127 (“Claim 3127”). Claim 3127 is an allowed claim.
C. On October 23, 2003, the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”) entered an order confirming the First Amended Joint Plan of Liquidation of National Steel Corporation and its Affiliated Debtors and Debtors-in-Possession (as modified, the “Plan”). The Plan became effective on December 19, 2003.
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D. Pursuant to the Plan and the National Steel Corporation Creditor Trust Agreement, substantially all of the assets of the Debtors were transferred to the NSC Creditor Trust (the “Trust”), and the Trust received authority to pursue objections to claims.
E. On June 22, 2004, the Trust filed the NSC Creditor Trust’s Seventeenth Omnibus Objection to Claims Pursuant to 11 U.S.C. §§ 105(a) and 502(b) and Fed.R.Bankr.P. 3007 (the “Seventeenth Omnibus Objection”).
F. Claim 3126 was the subject of an objection as part of the Seventeenth Omnibus Objection, wherein the Trust sought to disallow Claim 3126 because the Debtors’ books and records indicated that no amount was due,
G. The Trust and Airgas now wish to resolve Claim 3126 pursuant to the terms and conditions of this Stipulation and Order.
STIPULATION AND ORDER
NOW, THEREFORE, based on the foregoing recitals and in consideration of the mutual promises and terms contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and Airgas agree, and it is hereby ordered, as follows:
1. Allowance of Claim 3126. Claim 3126 is allowed as a general unsecured, non-priority claim against Debtor National Steel Pellet Company in the amount of $43,828.00.
2. Application of Section 502(d) of the Bankruptcy Code.
Notwithstanding any other provision of this Stipulation and Order, the allowance of Claim 3126 is subject to the Trust’s right to object to such Claim pursuant to section 502(d) of the Bankruptcy Code, and the Debtors and the Trust expressly reserve their rights to prosecute any pending objections to such Claim, and Airgas expressly reserves its defenses, if any, to such objections.
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3. Limited Mutual Release. Except as to any other of Airgas’ allowed claims in these cases, or otherwise provided herein, the Trust and the Debtors, on the one hand, and Airgas, on the other hand, hereby release and discharge each other and their respective members, principals, agents, accountants, attorneys, employers, representatives, successors, assigns, officers and directors, as applicable, from any and all claims and causes of action that each may have against the other related to, including, but not limited to, any claims or causes or action related to, or arising from, Claim 3126 or any other transactions that occurred between the Debtors and/or the Trust and Airgas;provided, however, that nothing herein shall be deemed to release, discharge, alter, or affect, in any way, any claims that the Debtors or the Trust have, or might have, against Airgas or any of its members, principals, agents, parents, affiliates, subsidiaries, representatives, successors, assigns, officers and directors for the recovery of preferential or fraudulent transfers pursuant to Sections 542 through 551 of the Bankruptcy Code and/or any analogous applicable state law (the “Avoidance Actions”) or the defenses, if any, that Airgas might have to any Avoidance Actions.
4. Entire Agreement. This Stipulation and Order constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior or contemporaneous negotiations, representations, agreements and understandings, both written and oral, between the parties or their respective counsel with respect to the subject matter hereof.
5. Amendments. Any amendment or modification of this Stipulation and Order, in order to be legally binding, must be in a writing specifically referring to this Stipulation and Order and signed by duly authorized representatives of each party hereto.
6. Jurisdiction; Enforceability. The parties to this Stipulation and Order agree that the Bankruptcy Court shall have exclusive jurisdiction, to which the parties hereby submit, over
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any dispute arising under or relating to this Stipulation and Order or any action or proceeding to enforce the terms of this Stipulation and Order.
7. Counterparts. This Stipulation and Order may be executed in counterparts, each of which will be deemed an original regardless of the date of its execution and delivery. All of such counterparts considered together shall constitute one and the same document. This Stipulation and Order may be executed by facsimile signature, with original signature to be provided thereafter.
8. Authorized Signatories. Each individual signatory to this Stipulation and Order represents that he/she has the authority to execute and deliver this Stipulation and Order on behalf of the party for whom he/she is signing.
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SO ORDERED.