EUGENE WEDOFF, Bankruptcy Judge
The above-captioned debtors and debtors in possession (collectively, the "Debtors") and claimants Always Travel Inc. ("Always Travel"), Canadian Standard Travel Agent Registry ("CSTAR"), and Highbourne Enterprises Inc. ("Highbourne") have agreed that the liability of the Debtors for Proofs of Claim Nos. 19900, 19901, and 19902 will in no event exceed an aggregate total of 30.3 million Canadian dollars, on the terms and conditions set forth below.
Background
1. On April 29, 2003, Mr. Gilles Gareau filed proofs of claim on behalf of Always Travel (Claim No. 19900), CSTAR (Claim No. 19901), and Highbourne (Claim No. 19902) (collectively, the "Always Travel Claims") in the Debtors' Chapter 11 cases in the United States Bankruptcy Court for the Northern District of Illinois (the "Bankruptcy Court"). The subject of all three claims is a purported class action brought in the Federal Court of Canada by the three named plaintiffs Always Travel, CSTAR, and Highbourne (collectively, the "Always Travel Claimants").
2. On February 20, 2004, the Bankruptcy Court entered an Order Approving Claims Estimation Procedures for Always Travel Inc. [Docket No. 5972] (the "Claims Estimation Order"). The Claims Estimation Order contains the procedures pursuant to which the Debtors may seek to estimate the Always Travel Claims (the "Claims Estimation Procedures"). On March 19, 2004, upon the Debtors' motion, and without objection, the Court entered a Modified Order Approving Claims Estimation Procedures for Claims of Always Travel Inc., Highbourne Enterprises Inc., and Canadian Standard Travel Agent Registry (CSTAR) [Docket No. 6256].
3. On March 22, 2004, the Debtors filed with the Bankruptcy Court and served on the Always Travel Claimants the Notice of Intent to Estimate Claims of Always Travel Inc. [Claim No. 19900], Canadian Standard Travel Agent Registry [Claim No. 19901] and Highbourne Enterprises Inc. [Claim No. 19902] at Zero for All Purposes (the "Notice of Intent to Estimate Claims"). Pursuant to the Claims Estimation Procedures, the Always Travel Claimants' Response to the Notice of Intent to Estimate Claims (the "Response") was due to be filed April 5, 2004.
4. The Always Travel Claimants failed to file a Response by April 5, 2004, Accordingly, counsel for the Debtors contacted counsel for the Always Travel Claimants to determine whether they intended to object to the Debtors' Notice of Intent to Estimate Claims and participate further in the Bankruptcy Court's estimation of the Always Travel Claims. Counsel for the Always Travel Claimants alleged that the failure to file a Response resulted from the Always Travel Claimants' misunderstanding of the Claims Estimation Procedures and from their mistaken belief that their prior filing of the Bishins Affidavit [Docket No. 5288] satisfied the Claims Estimation Procedures. Counsel for the Always Travel Claimants requested that they be permitted to file a Response out of time.
5. The parties having conferred on the issue, the Always Travel Claimants and the Debtors have reached agreement that the amount the Always Travel Claimants seek in Claim Nos. 19900, 19901, and 19902 inclusive shall be an aggregate total of 30.3 million Canadian dollars. The parties agree that any liability with respect to the Always Travel Claims shall under no circumstances be permitted to exceed an aggregate total of 30.3 million Canadian dollars and the Always Travel Claimants agree not to pursue any right later to amend the Always Travel Claims to include any amount in excess of 30.3 million Canadian dollars with respect to damages from claims arising before December 9, 2002.
6. This agreement does not affect the right of the Debtors to seek to estimate or object to the validity and/or amount of the Always Travel Claims in any respect.
Agreement
7. The total aggregate liability for the Always Travel Claims [Claim Nos. 19900, 19901, 19902] inclusive, whether for compensatory, joint and several, punitive, exemplary or any other damages, whether directly or indirectly arising from the purported class action pending in the Federal Court of Canada with File No. T-757-02, representing any alleged damages from claims that arose before December 9, 2002, shall not be in an amount greater than 30.3 million Canadian dollars (the "Pre-Petition Claim Amount") and under no circumstances shall it exceed such amount; provided, however, that the Debtors reserve all of their rights and defenses relating to the Always Travel Claims, including without limitation the defense that the Debtors have no liability to the Always Travel Claimants at all.
8. The Always Travel Claimants agree not to assert any rights to amend the Pre-Petition Claim Amount, including, but not limited to, any rights to amend the Pre-Petition Claim Amount or seek reconsideration of such amount under 11 U.S.C. § 502(j).
9. In the event of any subsequent award of judgment for damages in the underlying litigation, regardless of amount or type, the Always Travel Claimants agree not to assert any rights to pursue damages with respect to the Pre-Petition Claim Amount from the Debtors in excess of 30.3 million Canadian dollars, including, without limitation, any rights based on principles of joint-and-several liability.
10. The Always Travel Claimants, by filing the Always Travel Claims and the Bishins Affidavit [Docket No. 5288] and by executing this Stipulation and Agreed Order, do not waive any claim for damages arising from claims, if any, arising after December 9, 2002, or claims against Debtor United Airlines, Inc. for declaratory, injunctive, or other equitable relief in any court of competent jurisdiction, provided, however, that the Debtors reserve all of their rights and defenses relating to such claims, including without limitation the defense that the Debtors have no liability to the Always Travel Claimants at all for such claims.
11. Nothing in this Stipulation and Agreed Order or in any order entered in connection with the Always Travel Claims (a) shall be construed as an admission by the Debtors as to the existence of, or the Always Travel Claimants' right to pursue, claims against the Debtors for damages other than those reflected in the Pre-Petition Claim Amount, or against Debtor United Airlines, Inc. for declaratory, injunctive, or other equitable relief (other than any alleged equitable damages falling within the Pre-Petition Claim Amount) in any court of competent jurisdiction or (b) shall be relied upon to show that such rights exist.
12. Nothing in this Stipulation and Agreed Order or in any order entered in connection with the Always Travel Claims (a) shall be construed as an admission by the Debtors as to the amount or validity of the Always Travel Claims or (b) shall be relied upon to show that the Always Travel Claims are either probable or estimable for any other purpose.
13. Nothing in this Stipulation and Agreed Order or in any order entered in connection with the Always Travel Claims (a) shall be construed as an admission by the Debtors as to the appropriateness of approving the purported class or (b) shall be relied upon to show that the Always Travel Claims should be valued based on the purported claims of any class or subclass of Canadian travel agents.
14. The Debtors, the official committee of unsecured creditors (the "Creditors' Committee"), and any other party in interest shall retain their rights to seek to estimate or object to the Always Travel Claims. Any estimation of the Always Travel Claims shall proceed pursuant to the Claims Estimation Procedures previously approved by the Bankruptcy Court. Separate notice and hearing must be scheduled for any such estimation or objection. The Always Travel Claimants shall be provided with notice of any estimation or objection to the Always Travel Claims and shall be provided an opportunity to file a written response.
15. Any hearing date for estimation of the Always Travel Claims or such other procedure as is determined to be appropriate shall be set after consultation among the interested parties and the clerk of the Bankruptcy Court.
16. This Bankruptcy Court shall retain jurisdiction (and the Always Travel Claimants consent to such retention of jurisdiction) to resolve any disputes or controversies arising from or related to this Stipulation and Agreed Order. Any motion or application brought before this Bankruptcy Court to resolve a dispute arising from or related to this Stipulation and Agreed Order shall be brought on proper notice and in accordance with the relevant United States Federal Rules of Bankruptcy Procedure and local rules of this Court.
17. Each of the undersigned counsel represents that he/she is authorized to execute this Stipulation and Agreed Order on behalf of his/her respective client(s).
18. Nothing in this Stipulation and Agreed Order purports to preclude or affect the rights of any third parties.
19. This Stipulation and Agreed Order may be executed in multiple counterparts, any of which may be transmitted by facsimile, and each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
20. This Stipulation and Agreed Order shall not be modified, altered, amended or vacated without written consent of all parties hereto. Any material modification, alteration, amendment or vacation, in whole or in part, to the Stipulation and Agreed Order shall be subject to the approval of this Court.
21. Notwithstanding the possible applicability of Bankruptcy Rules 7062, 9014 or otherwise, this Stipulation and Agreed Order shall take effect immediately upon entry.
SO ORDERED.