ARTHUR J. GONZALEZ, United States Bankruptcy Judge
WorldCom, Inc. and certain of its affiliates ("Debtors"), as debtors in possession, and Automatic Data Processing, Inc. and all of its subsidiaries and affiliates, including, but not limited to, ADP Investor Communication Services (collectively "ADP"), respectfully submit this Stipulation and Order ("Stipulation"):
RECITALS
WHEREAS, the Debtors filed voluntary petitions for relief under chapter 11 title 11 of the United States Code, with the United States Bankruptcy Court for the Southern District of New York ("Bankruptcy Court");
WHEREAS, the Debtors' chapter 11 cases have been procedurally consolidated, and the Debtors continue to manage their properties and operate their businesses as debtors-in-possession pursuant to Bankruptcy Code sections 1107(a) and 1108;
WHEREAS, on December 12, 2002, ADP filed a Verified Motion for Relief From the Automatic Stay to Permit Setoff of Mutual Obligations ("ADP Motion");
WHEREAS, on February 18, 2003, the Debtors filed their Objection to the ADP Motion ("Debtors' Objection");
WHEREAS, the Debtors and ADP wish to resolve the issues raised by the ADP Motion and the Debtors' Objection without the cost and expense of further litigation;
WHEREAS, the Debtors and ADP have negotiated this Stipulation in good faith and at arms' length and, therefore, desire that it shall be binding upon each of them, their successors, heirs, and assigns; and
WHEREAS, the Debtors and ADP believe that this Stipulation is in their respective best interests.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ADP and the Debtors stipulate and agree as follows:
STIPULATION
1. ADP Payment. Automatic Data Processing, Inc. shall pay MCI WORLDCOM Communications, Inc. $1,917,625.27 within ten (10) days of execution, and approval by the Bankruptcy Court, of this Stipulation. This payment shall be in the form of a single wire transfer to the following account:
Mellon Bank — Pittsburgh, PA DDA: 144-6098 ABA: 043000261 Tax ID: 132745892
Within twenty (20) days of execution, and approval by the Bankruptcy Court, of this Stipulation, ADP shall send the payment application instructions, which shall include the invoice number, account number, and amount of the invoice, supporting the $1,917,625.27 payment to the following address:
MCI 500 Technology Drive Weldon Spring, MO 63304 Attn: Dessa Kopp
This $1,917,625.27 payment shall be applied to the oldest open undisputed invoices first. The Debtors reserve the right to dispute, object to, and/or contest ADP's payment application instructions.
Each of the ADP entities shall also pay, in accordance with the terms of the parties' agreements and the applicable invoices, all additional amounts that are or become due and owing by them to any of the Debtors, and that are not captured by the above-referenced wire transfer. Nothing in this section is intended to nor shall waive, alter, or amend in any way the parties' rights and obligations under their respective contracts and invoices.
2. Setoff. The Debtors agree to lift the automatic stay only to the extent necessary and solely to allow Automatic Data Processing, Inc. to setoff $100,000 of the prepetition debt it owes for services provided under the Global Services Agreement, as amended. Within twenty (20) days of execution, and approval by the Bankruptcy Court, of this Stipulation, ADP shall send the payment application instructions, which shall include the invoice number, account number, and amount of the invoice, supporting the $100,000 setoff to the following address:
MCI 500 Technology Drive Weldon Spring, MO 63304 Attn: Dessa Kopp
ADP shall only be entitled to apply this $100,000 setoff to prepetition amounts owed. The Debtors reserve the right to dispute, object to, and/or contest ADP's payment application instructions.
3. Unsecured Claims. ADP Investor Communication Services shall receive: (i) an allowed, prepetition, nonpriority, unsecured claim in the amount of $2,258,740.32 solely in the WorldCom, Inc. Bankruptcy (Case No. 02-13533); (ii) an allowed, pre-petition, nonpriority, unsecured claim in the amount of $9,932.78 solely in the Business Internet, Inc. Bankruptcy (Case No. 02-42188); and (iii) an allowed, pre-petition, nonpriority, unsecured claim in the amount of $76.40 solely in the Intermedia Communications Inc. Bankruptcy (Case No. 02-42154) (collectively, the "Unsecured Claims"). The Unsecured Claims are subject to and governed by the orders, procedures, laws, and rules applicable to the Debtors' chapter 11 cases.
4. ADP's Claim(s). ADP has no claim(s) of any kind, aside from the Unsecured Claims, against any of the Debtors.
5. Entire Agreement. This Stipulation is the entire agreement between the parties with respect to the ADP Motion and/or the Debtors' Objection. All representations, warranties, inducements, and/or statements of intention made by the parties hereto are embodied in this Stipulation, and no party hereto relied upon, shall be bound by, or shall be liable for any alleged representation, warranty, inducement, or statement of intention that is not expressly set forth in this Stipulation.
6. Counterparts. This Stipulation may be executed in any number of counterparts, and all such counterparts, taken together, shall be deemed to constitute one and the same instrument.
7. Modifications. This Stipulation may not be modified, except in a written instrument signed by each of the parties hereto, which modification, if material in the discretion of the Debtors or ADP, shall be subject to the approval of the Bankruptcy Court. Should the parties hereto seek to modify this Stipulation, they shall provide notice to counsel for the Official Committee of Unsecured Creditors. To the extent the Official Committee of Unsecured Creditors objects to any such modification, the parties hereto shall seek Bankruptcy Court approval of such modification.
8. Authority. Both the Debtors and ADP represent that they are authorized to execute this Stipulation, subject to this Bankruptcy Court's approval.
9. Effective Date. This Stipulation shall be binding on the parties from the date of its execution, but is expressly subject to and contingent upon its approval by the Bankruptcy Court. If the Bankruptcy Court does not approve this Stipulation, this Stipulation shall be null and void.
10. ADP's Motion If the Bankruptcy Court does not approve this Stipulation, a hearing shall be set for the ADP Motion on the Tuesday following the expiration of twenty-one (21) days from the date of the Court's denial of this Stipulation, and objections to the ADP Motion shall be due on or before 5:00 p.m. (EST) three (3) business days before the hearing.
11. Retention of Jurisdiction The Bankruptcy Court shall retain exclusive jurisdiction over any and all disputes arising out of or otherwise relating to this Stipulation, the ADP Motion, and/or the Debtors' Objection.
So Ordered.
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