Stipulation and Order Compromising Claims Among Debtors, Lessor Group, SAVVIS, and Lenders Regarding Reuters Sale

Contract Categories: Business Operations › Settlement Agreements
Summary

This court-approved agreement involves Bridge Information Systems, Inc. and its subsidiaries (the Debtors), their lenders (including Harris Trust and Goldman Sachs), the Lessor Group (including GECC and others), and SAVVIS Communications. It resolves disputes related to the sale of Debtors' assets to Reuters, with the Lessor Group withdrawing objections in exchange for agreed terms. The Debtors assign certain rights and interests to the Lessor Group, and all parties are bound by the agreement. The court retains jurisdiction to enforce the terms, and the agreement is exempt from certain taxes.

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EX-10.32 38 ex10_32.txt EXHIBIT 10.32 EXHIBIT 10.32 UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION IN THE MATTER OF: ) Case Number 01-41593-293 ) BRIDGE INFORMATION ) SYSTEMS, INC., et al., ) In Proceedings Under Chapter 11 ) Debtors. ) Honorable David P. MacDonald ) United States Bankruptcy Judge ) ) STIPULATION AND ORDER ) COMPROMISING CERTAIN ) CLAIMS AND DISPUTES AMONG ) THE DEBTORS, THE LESSOR ) GROUP SAVVIS COMMUNICATIONS ) CORPORATION AND THE LENDERS ) REGARDING THE REUTERS SALE Harris Trust and Savings Bank ("Harris") in its capacity as administrative agent for the Lenders(1), Goldman Sachs Credit Partners, L.P. ("GSCP") in its capacity as syndication agent and lead arranger pursuant to the Credit Agreement, the Lenders who have executed acknowledgments and consents with respect to the Sharing Agreement (Harris, GSCP and each of the Lenders being hereinafter collectively referred to as the "Lenders"), BIS Administration, Inc., f/k/a Bridge Information Systems, Inc. ("Bridge"), and its subsidiaries which have filed bankruptcy cases in this Court (together with Bridge, collectively, the "Debtors"), SAVVIS Communications Corporation, a Missouri Corporation ("SAVVIS"), General Electric Capital Corporation ("GECC"), First Bank ("First - -------- (1) Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Sharing Agreement and Mutual Release (the "Sharing Agreement") attached hereto as Exhibit A. Bank"), Heller Financial Leasing, Inc. ("Heller"), Transamerica Equipment Financial Services Corporation ("Transamerica"), Pilgrim Prime Rate Trust ("Pilgrim") and Highland Capital Management, L.P. ("Highland') (GECC, First Bank, Heller, Transamerica, Pilgrim and Highland are hereinafter collectively referred to as the "Lessor Group") (the Lenders, the Lessor Group, the Debtors, SAVVIS, collectively, the "Compromising Parties") by and through their respective undersigned counsel hereby present this Stipulation. On May 3, 2001, this Court held a hearing to approve the sale of a substantial portion of Debtors assets to Reuters America Inc. and Reuters S.A. (the "Reuters Sale"). At the hearing and in the presence of the Court and counsel for the Compromising Parties, the Official Committee of Unsecured Creditors and numerous other parties in interest, the Lessor Group agreed to withdraw its objection to the proposed Reuters Sale upon certain terms and conditions agreed to by the Compromising Parties and read in to the record. The Compromising Parties agreed to enter into a stipulation memorializing the statements made on the record and have now negotiated the Sharing Agreement and submit the Sharing Agreement to the Court for its review and approval. The Court, being fully advised in the premises, finds and concludes that approval of the Sharing Agreement is fair and equitable and in the best interests of the Debtors and their estates. IT IS THEREFORE HEREBY ORDERED that: 1. The Sharing Agreement is a fair and reasonable compromise of the disputes and matters described therein and is hereby approved in its entirety pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedures and Section 363 of the Bankruptcy Code. The terms of the Sharing Agreement, the Escrow Agreement and all other documents to be executed pursuant thereto are hereby incorporated by reference as if set forth in full herein. 2. The Debtors are authorized to perform all acts, execute the Sharing Agreement and all other documents contemplated thereby and make all payments that may be required in accordance with the terms set forth in the Sharing Agreement and Escrow Agreement. 3. The Debtors are hereby directed to take any and all action required in order to implement the terms of the Sharing Agreement, the Escrow Agreement and this Order. 4. Upon the Effective Date, the Debtors are hereby deemed to have abandoned and assigned to GECC, on behalf of the Lessor Group all of their rights, title and interests in and to the SAVVIS Subleased Equipment, the SAVVIS Sublease, the SAVVIS Sublease Payments and all sums due and to become due from time to time thereunder, including, without limitation, all funds then held in the Escrow Account. Pursuant to 11 U.S.C. ss. 1146 such abandonment and assignment shall be exempt from payment of any sales, excise or other similar taxes otherwise due upon sale. 5. The terms and provisions of this Order shall be binding in all respects upon and shall inure to the benefit of (i) the Compromising Parties and their respective successors and assigns, and (ii) any trustee that may be appointed in these cases whether pursuant to the provisions of chapter 7 of title 11 of the United States Code or otherwise. 6. This Court hereby retains jurisdiction over the Compromising Parties to implement, interpret, clarify and enforce the terms and provisions of this Order and the Sharing Agreement whether or not plans of reorganization are confirmed with respect to the Debtors. Dated: This 22nd day of January, 2002 /s/ David P McDonald ------------------------------ United States Bankruptcy Judge Approved as to Form: Cleary, Gottlieb, Steen & Hamilton /s/ Deborah M. Buell - --------------------------------------- Thomas J. Moloney, Esq. Deborah M. Buell, Esq. One Liberty Plaza New York, NY 10006-1470 Attorneys for Debtors Ober, Kaler, Grimes & Shriver, a Professional Corporation /s/ Monique D. Almy, Esq. - --------------------------------------- Monique D. Almy, Esq. Patrick K. Cameron, Esq. 120 E. Baltimore Street Baltimore, Maryland ###-###-#### Attorney for General Electric Capital Corporation Jenkins & Kling, P.C. /s/ Stephen L. Kling, Jr. - --------------------------------------- Stephen L. Kling, Jr. 10 S. Brentwood, Suite 200 St. Louis, Missouri 63105-1684 Attorneys for Transamerica Equipment Financial Services Corporation, Heller Financial Leasing, Inc. and First Bank Skadden, Arps, Slate, Meagher & Flom (Illinois) /s/ J. Eric Ivester - --------------------------------------- J. Eric Ivester, Esq. Samuel S. Ory, Esq. 333 W. Wacker, 21st Floor Chicago, Illinois 60606 Attorneys for GSCP Chapman and Cutler /s/ James E. Spiotto - --------------------------------------- James E. Spiotto, Esq. Frank Top, Esq. 111 West Monroe Chicago, IL 60606 Attorneys for Harris Thompson Coburn LLP /s/ Robert H. Brownlee - --------------------------------------- Robert H. Brownlee, Esq. One Firstar Plaza St. Louis, Missouri 63101-1693 Attorneys for SAVVIS
THE DEBTORS WILL A SERVE A COPY OF THIS ORDER ON THE PARTIES ON THE DISTRIBUTION LIST DISTRIBUTION LIST ----------------- BIS Administration, Inc. James E. Spiotto, Esq. c/o Reuters Chapman and Cutler Attention: Court Filings 111 West Monroe Street Mr. Carter Evans Chicago, IL 60603 875 Third Avenue, 27th Floor New York, NY 10022 Michael J. Small, Esq. Foley & Lardner Gregory D. Willard, Esq. One IBM Plaza, Suite 3300 Lloyd A. Palans, Esq. 330 N. Wabash Avenue David M. Unseth, Esq. Chicago, IL 60611-3608 Bryan Cave LLP One Metropolitan Square Michael A. Becker, Esq. 211 North Broadway Helfrey, Simon & Jones, P.C. Suite 3600-BIS 120 South Central Avenue, Suite 1500 St. Louis, MO 36102-2750 St. Louis, MO 63105 Leonora S. Long, Esq. Patrick K. Cameron, Esq. Office of the United States Trustee Monique D. Almy, Esq. Thomas F. Eagleton U.S. Courthouse Ober, Kaler, Grimes & Shriver 111 South Tenth Street, Suite 6353 120 East Baltimore Street St. Louis, MO 63102 Baltimore, MD ###-###-#### Thomas J. Moloney, Esq. David A. Warfield, Esq. Deborah M. Buell, Esq. Husch & Eppenberger, LLC Sean A. O'Neal, Esq. 100 N. Broadway, Suite 1300 Clearly, Gottlieb, Steen & Hamilton St. Louis, MO 63102 One Liberty Plaza New York, NY 10006 Joel A. Kunin, Esq. Carr, Korein, Tillery, Kunin, Montroy, Cates & Glass, LLC 412 Missouri Avenue East St. Louis, IL 66201 J. Eric Ivester, Esq. Skadden, Arps, Slate, Meagher & Flom, LLP 333 West Wacker Drive Chicago, IL 60606