PAMELA S. HOLLIS, Bankruptcy Judge
United Food and Commercial Workers Union Locals 431, 536 and 881 ("Claimants"), by and through their attorney, Karmel Gilden, 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:
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 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 September 2, 2003, United Food and Commercial Workers Union Local 536 ("Local 536") filed, with the Debtors' claims and noticing agent, Proof of Claim number 1165 as a multiple class claim in the amount of $367,720.26 ("Claim 1165");
WHEREAS, on September 5, 2003, Local 881 United Food and Commercial Workers Union ("Local 881") filed, with the Debtors' claims and noticing agent, Proof of Claim number 1162 as a multiple class claim in the amount of $505,213.30 ("Claim 1162") and United Food and Commercial Workers Union Local 431 ("Local 431") filed with Debtors' claims and noticing agent, Proof of Claim number 1163 as a multiple class claim in the amount of $3,321,918.53 ("Claim 1163");
WHEREAS, on May 19, 2004, Local 881 and Local 431, filed the Request of Local 881 United Food and Commercial Workers Union and United Food and Commercial Workers Union Local 431 for Allowance and Payment of Administrative Expenses (Docket No. 1032), pursuant to which Local 881 asserted an administrative claim in the amount of in the amount of $93,129.90 (the "Local 881 Administrative Claim") and Local 431 asserted an administrative claim in the amount $83,722.26 (the "Local 431 Administrative Claim" and together with Local 881 Administrative Claim, Claim 1162, Claim 1163, and Claim 1165, collectively, the "Claims");
WHEREAS, on September 28, 2004 the Reorganized Debtor filed the Reorganized Debtor's Sixth Omnibus Objection to Claims under 11 U.S.C. §§ 102(1), 105(a), and 502(b) and Fed. Bankr. P. 3007 (Docket No. 1197) (the "Sixth Omnibus Objection"), which included, the Claims and requested that such claims be reduced and reclassified;
WHEREAS, on October 18, 2004, in response to the Sixth Omnibus Objection, Claimants filed that certain Joint Response of Creditors United Food and Commercial Workers Union Local 431, United Food and Commercial Workers Union Local 536 and Local 881 United Food and Commercial Workers Union to Reorganized Debtor's Sixth Omnibus Objection to Claims (Docket No. 1208) (the "Response");
WHEREAS, the Sixth Omnibus Objection was adjourned as to Claim 1162, Claim 1163, Claim 1165, Local 431 Administrative Claim and Local 881 Administrative Claim;
NOW, THEREFORE, the Parties agree and the Bankruptcy Court hereby orders as follows:
1. The Claims, which are comprised of Claim 1162, Claim 1163, Claim 1165, Local 431 Administrative Claim and Local 881 Administrative Claim, are the sole claims Claimants hold against the Reorganized Debtor or Debtors in these chapter 11 cases.
2. The Claims shall be reduced, reclassified and allowed in the Debtors' chapter 11 cases (Case No. 03-15299, Jointly Administered and Substantively Consolidated) set forth below in full satisfaction of any and all claims Claimants may have against the Debtors, the Reorganized Debtor and their estates and resolving Claimants' dispute articulated in the Response:
a. Claim 1162 shall be allowed as a general unsecured claim in the amount of $221,299.86 and shall be paid in accordance with the Plan.
b. Claim 1163 shall be allowed as a general unsecured claim in the amount of $1,300,349.29 and shall be paid in accordance with the Plan.
c. Claim 1165 shall be allowed as a general unsecured claim in the amount of $202,108.61 and shall be paid in accordance with the Plan.
d. The Local 881 Administrative Claim shall be allowed as follows:
(i) Local 881 shall be granted an administrative claim in the amount of $29,103.62, which amount shall be paid in accordance with the Plan; and
(ii) for those eleven employees listed on
Exhibit A attached hereto, at each such employee's option, the Reorganized Debtors shall cause to be paid as an administrative claim in accordance with the Plan, either (1) the amount that is listed under the column heading, "Health Welfare Fund Contribution," which amount would then be contributed to the provider of health and welfare benefits for such employee or (2) a payment of $200 to such employee in lieu of such health welfare contribution.
e. The Local 431 Administrative Claim shall be allowed as an administrative claim in the amount of $19,111.39 and shall be paid in accordance with the Plan.
3. It is expressly understood by the Claimants that they may seek satisfaction of their Claims 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 Claims.
4. Logan Company, Inc. is directed to amend the Debtors' claims register to reflect the terms of this Stipulation and Agreed Order.
5. Except as provided under paragraph 7 below, 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.
6. Except as provided under Paragraph 7 below, claimants, on their behalf and on behalf of any of their respective members, successors, assigns, affiliates and any other party claiming through any of them, 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 they, 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 and Agreed Order; provided, however, that nothing herein shall constitute a release or discharge of any obligations under this Stipulation and Agreed Order.
7. Notwithstanding any other provision herein, nothing in this Stipulation and Agreed Order shall have an effect on, or in any way prejudice, Proof of Claim number 1387 filed by the United Food and Commercial Workers and Employers Midwest Benefits and/or Pension Funds (the "Midwest Fund") or any other claim or Request for Administrative payment filed by the Midwest Fund, so long as such claims are not already allowed under this Stipulation and Agreed Order.
8. This Court shall retain jurisdiction over any and all disputes arising out of this Stipulation and Agreed Order.
IT IS SO ORDERED.
Exhibit A
Local 881 Name Store # Health Welfare OR Payment in lieu of Health Fund Contribution Welfare Fund Contribution Burge, Tami 33 $1,247.14 or $200.00 Foster, Virgina 33 $768.01 or $200.00 Gocken, Martha 33 $1,324.64 or $200.00 Love, Jason 33 $1,363.40 or $200.00 Luellen, Michael 33 $1,381.01 or $200.00 Rattliff, James 33 $750.39 or $200.00 Scott, Sandra 33 $1,317.60 or $200.00 Bruback, Jennifer 60 $1,409.20 or $200.00 Byrne, Karia 60 $1,120.31 or $200.00 Dixon, Allen 60 $1,377.49 or $200.00 Hudson, Wilhelmina 60 $859.61 or $200.00