DANA RASURE, Chief Judge, Bankruptcy
THIS MATTER came before the Court on August 31, 2005, pursuant to the Joint Motion for Order Authorizing and Approving a Settlement Agreement Among and Between Git-N-Go Inc., Hale-Halsell Company, 4-Front Petroleum, Inc., The FM Bank Trust Company, and CITGO Petroleum Corporation and Notice of Opportunity for Hearing (the "Joint Motion") filed jointly on July 27, 2005, by Git-N-Go, Inc. ("Git-N-Go"), Debtor and Debtor-in-Possession in Case No. 04-10509-R pending before this Court (the "Git-N-Go Case"), through its counsel, Sidney K. Swinson of Gable Gotwals, together with its Official Unsecured Creditors Committee, through its counsel, Sam Stricklin and John C. Leininger of Bracewell Giuliani, LLP (the "Git-N-Go Committee"); Hale-Halsell Company ("Hale-Halsell"), Debtor and Debtor-in-Possession in Case No. 04-11677-R pending before this Court (the "Hale-Halsell Case"), through its counsel, Scott P. Kirtley of Riggs, Abney, Neal, Turpen, Orbison Lewis, together with its Official Unsecured Creditors Committee through its co-counsel, Gary M. McDonald and Chad J. Kutmas of Doerner, Saunders, Daniel Anderson, L.L.P., and I. William Cohen and Keith Ostrowski of Pepper Hamilton, LLP ("Hale-Halsell Committee"); 4 Front Petroleum, Inc. ("4 Front"), a Chapter 7 Debtor in Case No. 04-10979-R pending before this Court (the "4 Front Case"), through its Trustee, Patrick J. Malloy, III; The FM Bank Trust Company ("FM"), a banking institution with its principal place of business in Tulsa, Oklahoma, through its counsel, Neal Tomlins of Tomlins Goins, and J. Schaad Titus of Titus, Hillis, Reynolds, Dickman McCalmon; and CITGO Petroleum Corporation ("CITGO"), a corporation through its counsel, R. Brent Blackstock and Michael A. Rubenstein (collectively, the "Movants"). Each of the Movants were represented by its counsel of record and other parties appeared as shown on the appearance docket.
The Court, for the reasons specified in its findings of fact and conclusions of law made on the record in open court, finds that the Movants have presented good cause to grant the relief requested in the Joint Motion. The Court specifically finds the following:
1. The Joint Motion was separately and simultaneously considered by the Court in the Git-N-Go Case, the Hale-Halsell Case, and the 4 Front Case, with the findings of fact and conclusions of law made herein equally applicable in each of the individual Cases.
2. The Joint Motion and the Order setting the hearing on the same were properly noticed by the Movants pursuant to the United States Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the Court, including Fed.R.Bankr.P. 2002(a)(3) and 9019.
3. No timely objection to the Joint Motion has been filed or asserted by any creditor or party-in-interest of the Git-N-Go Estate, the Hale-Halsell Estate, or the 4 Front Estate except for the Limited Objection to Joint Motion for Order Authorizing and Approving a Settlement Agreement Among and Between Git-N-Go Inc., Hale-Halsell Company, 4-Front Petroleum, Inc., the FM Bank Trust Company, and CITGO Petroleum Corporation (the "Limited Objection") filed August 11, 2005, by Regions Bank, by and through its counsel, John W. Mee III of Mee, Mee Hoge PLLP. The parties, however, resolved the Limited Objection prior to the hearing on the Joint Motion by stipulating to language in this Order establishing that nothing herein shall be deemed to (a) constitute the determination of the validity and priority of the liens of Regions Bank (formerly Union Planters) or (b) be deemed to grant FM a lien on the Hale-Halsell building, fixtures, and other similar items located in Bryan County, Oklahoma, or the rents or proceeds therefrom, which the Court accepts as a limited qualification of the Joint Motion and the Settlement Agreement contained therein.
4. The Joint Motion and the Settlement Agreement contained therein will end the prospect of complex and protracted litigation between or among the Git-N-Go Estate, the Hale-Halsell Estate, and the 4 Front Estate, and their creditors, and will resolve a number of pending adversary proceedings and contested matters before the Court. The Joint Motion and the Settlement Agreement contained therein will also effectively preclude substantive consolidation of the three Estates.
5. The Joint Motion and the Settlement Agreement contained therein will eliminate substantial legal expense, inconvenience, and delay necessary to complete pending disputes (including the possibility that denial of the proposed settlement could cause the depletion of assets).
6. Counsel for Git-N-GO, the Git-N-Go Committee, Hale-Halsell, the Hale-Halsell Committee, 4 Front, FM, and CITGO are competent and experienced attorneys who were active participants in the negotiations resulting in the Joint Motion and the Settlement Agreement contained therein and support the same without reservation. Creditor support in the Git-N-Go Case and the Hale-Halsell Case is demonstrated by the support of the Official Committee of Unsecured Creditors appointed in their respective Cases.
7. The Joint Motion and the terms of the Settlement Agreement contained therein is the product of extensive arms' length bargaining between the parties over an extended period of time.
8. The Joint Motion and the Settlement Agreement contained therein is reasonable for the Git-N-Go Estate, the Hale-Halsell Estate, the 4 Front Estate, their respective creditors, and parties-in-interest.
9. Approval and implementation of the Joint Motion and the Settlement Agreement contained therein is in the best interest of the Git-N-Go Estate, the Hale-Halsell Estate, and the 4 Front Estate.
IT IS THEREFORE ORDERED that Joint Motion for Order Authorizing and Approving a Settlement Agreement Among and Between Git-N-Go, Inc., Hale-Halsell Company, 4-Front Petroleum, Inc., the FM Bank Trust Company, and CITGO Petroleum Corporation and Notice of Opportunity for Hearing filed jointly on July 27, 2005, by the Movants be, and the same hereby is, simultaneously granted in the Git-N-Go Case, the Hale-Halsell Case, and the 4 Front Case.
IT IS FURTHER ORDERED that the terms and conditions of the Joint Motion and the terms of the Settlement Agreement contained therein are approved (as qualified by the stipulation noted below), and all parties, including the Movants, are bound to perform and observe the same.
IT IS FURTHER ORDERED that the Limited Objection to Joint Motion for Order Authorizing and Approving a Settlement Agreement Among and Between Git-N-Go Inc., Hale-Halsell Company, 4-Front Petroleum, Inc., the FM Bank Trust Company, and CITGO Petroleum Corporation filed August 11, 2005, by Regions Bank, by and through its counsel, John W. Mee III, of the firm, Mee, Mee Hoge PLLP, be, and the same hereby is, treated as withdrawn.
IT IS FURTHER ORDERED that nothing in the Joint Motion or this Order shall (a) constitute the determination of the validity and priority of the liens of Regions Bank (formerly Union Planters) or (b) be deemed to grant FM a lien on the Hale-Halsell building, fixtures, and other similar items located in Bryan County, Oklahoma, or the rents or proceeds therefrom.
IT IS FURTHER ORDERED that this Order, be and the same hereby is, final.