HomeMy WebLinkAbout899309After Recording Please Return to:
Mr. Scott Schooley
LB Cable Wyoming LLC
c/o W oodside Capital Management, LLC ~ 9 CO 3 0 9
36 Woodland Street
Hartford, CT 06105
RECEIVED
LINCOLN COUNTY CLERK
It, ?1"I I: Ic}
SPECIAL WARRANTY DEED
STATE OF WYO1VIING
COUNTY OF LINCOLN
Idd'~ow all persons by these presents, that the undersigned Mallard Cablevision, L.L.C., a
Delaware limited liability company as debtor and debtor m possession, whose address is 3281
Racquette Club Drive, Suite B, T~:averse City, Grand T,'ave,-se County, MI 49864 ("Grantor"), iu
consideration of the sum of Ten Dollars, and other valuable consideration, in hand paid by LB
Cable Wyoming LLC, a Delaware limited liability company, whose address is 36 Woodland
Street, Hartford, Hartford County, CT 06105 ("Grantee"), the receipt of which is hereby
acknowledged, grants, bargains, sells and conveys to Grantee, purst.ant to (i) the terms of the
Asset Purchase Agreement, dated as of August 18, 2003, as amended, among LB. Cable LLC, LB
Cable Wyolning LLC (as the assignee of LB Cable LLC with respect to cet'tai~s in
Wyoming), Mallard Cablevision, L.L.C. 'and SunTel Communications, L.L.C. and (ii) that certain
approval order, dated October 8, 2003, issued by the United States Bankruptcy Court for the
District of Delaware (a true and accurate copy of which is attached hereto as Exhibit A), the
following described real property, together with the apl~urtenances thereto, situated, lying and
being in Lincoln County, Wyoming:
All of Lot Numbered Five (5) ill Block Numbered Three (3) in the Second
Addition to the Town of Tulsa, now named LaBarge, Lincoln Connty, State of
Wyoming, which property is subject to the following exceptions:
Unpatented mining claims; reservations or exceptions in patents or ii] acts
author.zing the issuance thereof; water rights, claims or title to water;
All minerals beneath the surface, including oil and gas, together with the
rights to mir~e and extract the same;
Taxes for 1985 and subsequent years;
Oil and Gas lease fi'om USA to Custer Petroleum Co., dated 4/12/1954,
recorded 6/20/1956, at Book 17PR, page 292;
243 Wesl Second Avenue LaBarge, I incohl County, Wyoming
105 W I(emmerev Microwa ye
os sao
368
Affidavit establishing Unit Agreement filed by Max C. Campbell, dated
6/1/1958, recorded 7/3/1958 at Book 28PR, Page 438;
Covenants, Conditions and reslrictions as contained in affidavit
establishing Joint Unit agreement as filed by Pan American Petroleum
dated 5/1/1957, recorded 7/3/1958, at Book 28PR, page 438;
Assignment of'Oil and Gas lease fi'om Max. C Campbell to Carter Oil Co.
dated 6/3/1958, recorded 3/20/1962, at Book 52PR, page 466; and
Assignment of Overridi,'tg Royalty Inte,'est on oil and Gas Lease, fi'om
MaxC. Campbell, to Douglas P. Campbell, et al., dated 10/25/1976,
recorded 11/2/1976, at Book 131 PR, page 419.
Subject also to and excepting all recorded and unrecorded restrictions, easements and
conditions, if any.
TO HAVE AND TO HOLD the described property to Grantee, its successors and
assigns forever.
AND THE GRANTOR binds itself`, its successors and assigns to specially xvarrant and
forever defend all and singular the premises to Grantee, its sttceessors and assigns, against the
claims of all persons owning, holding or claiming by, through or under the Grantor, but against
none other.
Hereby releasing and waiving all rights under and by virtue of the homestead exemption
laws of the State of Wyonfing.
IN WITNESS WHEREOF, Grantor has hereunto set its hand and seal, this ~_~L day of
~ ,2oo~.
MALLARD CABLEVISION, L.L.C.
By:
Richard W. Ebersole, Chief Executive
Officer and Chief Financial Officer
Signed, sealed and delivered in the presence of:
Witness
243 West Second Avenue, kaBarge, Lincoln County, \¥yoming
105W Kemmerer Microwave
369
Prepared b~:
Thomas E. Knight, Counsel [o Mallard Cablevision, L.L.C.
Fleischman and Walsh, L.L.P.
1919 Pennsylvania Avenue, NW
Washington, DC 20006
Please Send Tax Bills to:
LB Cable Wyoming LLC
c/o Woodside Capital Management, LLC
36 Woodland Street
Harttbrd, CT 06105
243 West Second Ave 1L e, LaBarge, Lincoln County, Wyoming
10.5 W Kemmerer Microwave
'--'- 3'70
STATE OF MICHIGAN )
)
COUNTY OF GRAND TRAVERSE )
On this ,~51x~ day of '~.~.'~BI~,DN ,200~, before me, the undersigned
Notary Public, personally appeared, Richard W. Ebersole, who acknowledged himself to be the
Chief Execulive Officer and Chief Financial Officer of Mallard Cablevmion, L.L.C., a Delaware
limited liability company, being authorized so to do, executed fl~e foregoing instrument for the
puq~oses therein contained, 'by signing the name of the limited liability company by himself as
such officer and as his and its flee act and deed.
Witness my hand and official seal.
My commission expires:
Notary Public
Doc. No. 160730.
243 Wes! Second Avenue, LaBarge, Lincoln County, Wyoming
105W Kemmerer Microwave
0S,9S/30S
37i
EXHIBIT A
Approval Order, dated October 8, 2003, issued by the United States Bankruptcy Court for the
District of Delaware
243 Wes! Second Avenue, La[large, Lmcoh~ County, Wyoming
105W I(cmmereJ' Microwave
IN TIlE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In r~ :
:
MALLARD CABLEViSION, LLC, et al., :
:
Debtors. :
:
Chapter I l Caae.q
Case No. 03-11391 (JWV)
Jointly A&ninislercd
Re: Dkt. No. 166
ORDER PURSUANT TO SECTIONS 10S(a), 363, 365, 503 AND 507 OF THE
BANKRUPTCY CODE (i) AUTHORIZING TIlE SALE OF DEBTORS' ASSETS~ FREE
AND CLEAR OF LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES; (ii)
APPROVING THE ASSET PURCHASE AGREEMENT; AND (i/J) APPROVING THE
ASSUM_PTION A_ND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND
UNEXPIRED LEASES IN CONNECTION TIIRREWITH
A hearing baying been held on ,qcptcmbcr 24, 2003 (tim "Sale Hearing") to consider the
motion (the "Sale Motion") of the above captioned debtors and debtors in possession
(collectively, the "Debtors")~ lbr an order pursuant to sections 105(a), 363, 365, 503 and 507 of
Title 11 of the United States Code. (the "Bankruptcy Cede") (i) authorizh~.g the sale of all of the
Debtors' cable operating systems and related asset~ except for the cable systems and relined
assets associated with Perry, Georgia and Hayneville, Georgia (the "Non-Perry Assets"), in
accordance with the terms and conditions of flint certain asset purchase a~eemem between the
Debtors, as sellers, and LB Cable LLC, an affiliate of Woodside Capital Pm'tners I1[ LLC
(collectively, "Woodside") as purchaser (th~ "Purchaser"), a copy of which is attached hereto as
Exhibit A (a~ has been or may be ,wnended herein, the "Woodside Agreement"); (ii) approving
the Woodside Agreement; and (iii) approving the assumption and assigtm~ent of certain
executory contracts mid unexpired leases (the "Assigned Contracts") in cmmection with the
Woodside Agreement, including but not limited to Contracts, Real Property, and Govcrtmwntal
The Debtors are tho following entities: lvlallard Cablevhlaa. LLff2, a Delaware limited liability compaay;
SunTel Communication;, LLC, a Delaware limited liability compaay; blalla~d Ifoldings, In¢., a Texas
corpnrmion; and ~qM[ Cable Holdings, LLC, a Nevada limited liability company.
2
115fl f}2.01 fiOO/afll.aS~ ! v2
_'3 cl
07,:.
06 :9,a0 ,...-,- 3 7 3
Licenses; and the Court having entered an order, dated September 4. 2003 (the "Sale Procedures
Order"), authorizh:g the Debt,rs to conduct, and approving the terms and conditions ct; an
auction (the "Auction") to eo'nsider higher mid/or better o£fers for the Non-Perry Assets,
establishing dates for the Auction and the Sale Hearing, and approving (i) the procedures for the
submission of competing offers', (ii) the fora', and manner of notice el'the Auction and el'the Sale
Hearing. and (iii) tho form and manner of the Cure Notice; and it appearing fl~at the Debtors
continued to market the Non. P:.rry Assets prior to the date of tile Auction; and it appearing that
reasonable and adequate notice of the Auction was provided; and it appearing that an opportunity
to submit higher and/or better offers was provided to all parties iu interest, but that no Qua'lifted
Bids for the Non-Perry Assets were submitted; and the Court having determined that
consideration of the Sale Motion, the relief requested therein, and the responses thereto, if any,
are core proceedings in accordance with 28 U.S.C, § 157(b)(2)(A), (M), (N) ,'md (O); and upon
the record of the Sale Hem-lng, which record is specifically incorporated by reference herein; and
upon consideration of all other pleadings and proceedings in these cases, including the Sale
Motion, any responses and objections thereto, and after due deliberation trod sufficient cause
appearing therefor, the Court hereby FINDS, DETERMI2qES, AND CONCLUDES THAT:
A. The findings and conclusions set forth herein constitute the Court's .findings of
fact and conclusions of law pursuant to Fed. R. Bankr. Proc. 7052, made applicable to these
proceedings pursuant to Fed. R. B',mkr. Proc. 9014.
B. To the extent any of the following findings of fact constitute conclusions of law,
they are adopted as such. To the extent ,any of the following conclusions of law constitute
findings of fact, they are adopted as such.
C. Capitalized te~'TaS used I~erein and not otherwise defined herein shall have the
meanings ascribed thereto in the Woodside Agreement or the Sale Motion.
3
I I .'i1102,01600/401261171 v~
o,8 9ao 3 7 4
D. Notice of the gale Motion, the Auction, and tho Sale Hearing has been given m
accordance with Fed, R. B~r. Proc. 2002 nnd 6004 ~d tho 8M~ Procedures Order. Tho
fore. goNg notice eo~fitutes good ~d suffici~l notice of thc Sale Motion, the Auction, and the
Sale Hearing, and no o~er or further notic: of ~e SMe Motion, thc Auction, th~ Sale H~afing or
· ~ cnt~ of tiffs Order n~ed b~ giwn.
E. A re.enable oppo~nib, has be~n afforded any interested p~y to make a higher
anWor better offer for the Non-Pe~ Assets. No higher ~Wor better offers were submitted.
F. Sound business ~easons exist Ibr Debtors' sale of the Non-Pe~y Assets pursuit
to the terms md conditions of lhe Woodside Agreement. Entry into the Woodside Agrecmen[
md eonsu~ation of the ~saetions contemplated thereby constitute lhe exercise by the
Debtom of sound business judgment ~d such acts ~ in the best inter=sls of tbe Debtors, their
estates and creditor,,
G. The Woodside Agreement represents ~e Nghest nn~or best offer received by the
Debtor~ for the Non-Pe~ Assets.
H. Debtors ~d Patchier trod all of ~eir principals and professionals have acted in
good hith in connection with the proposed ~ale under the Waod~ide Agreement.
I. Purm~t to the temps and conditions of that cet~aN Cash CollaterM 8tip'ulation
bo~een Debtor* and the Debtors' Prepetition Bank Group, which was approv~ on a final b~is
by this CouN on July I 1. 2003 [Dkt, No. 133], the Prepetition Bank Group ha~ consented to the
Woodside A~eement ~d fl~e sale of the Non-Pe~ ~sets contemplated thereunder. Pursmmt
to that ceflain Memor~dum of Undorst~ding described on thc rccord at tim SMe Heaths, ~e
Committee has withdrawn its objection to the Sale Motion nnd consents to approval of tho
Woodside Agreement. BO Media Holdings, LLC withdrew its objection, to tho Sale Motion at
the Sale Hearing.
ll$Sfll.0160fl/401~6871vl
375
J. The Woodside Agreement and the triln$~e[ions contemplated by thc Woodside
Agreement were negotiated and have been and are undertaken by Debtors and Purchaser at ann's
length, without collusion and' in good faith within the meaning oF section 363(m) of the
Bankrup'tey Code. As a result of the foregoing, Deblors and Purchaser are entitled to the
protections of section 363 (m) df the Bankruptcy Code.
K. ~e Purchase Price under the Woodside Agreement is fair and reasonable m~d is
sufficient value for thc Non-Perry Assets. A sale or sales of the Non-Perry Assets other than one
Free and clear of liens, claims, interests, and encumbrances would impact materially and
adversely on Debtors' bankruptcy estates, would yield subs~tially less value for lhe Debtors'
estates, with less certainty than the availabl~ 'alternatives, and thu~ the alternatives would be of
substantially less benefit to the Debtors' estates. ]n robbing this determination, the Cou~ has
taken into account both the consideration to be realized directly by the Debtors and the indirect
benefits of such sale for the Prepetition Bank Group, unsecured creditors, employees, the
Debtors' cabl, subscribers and other parties in interest, There£ore, the sale contemplated by the
Woodside Agreement is in the best interests of the Debtors, their estates and creditors.
L. The decision to assume ,and assign thc Assigned Contracts is ba~ed on the
reasonable exercise of the Debtors' sound business judgment and is in the best interests of the
Debtors' esl ales.
M. Debtors and Purchaser have demonstrated adequate assurance of future
performance with respect to the Assigned Contracts.
N. The Court incorporates by reference as if fully set forth herein the findings or fact
and conclusions of law set forth on the record at the Sale Hearin g, including, but nor limited to:
Procedures Ordex;
I 15t102.011500/40126871 '4~
The Debtors conducted the Sale Process in compli,'mce with the Sale
ii. Debtors, in consultation with the Prepctition Bank Group and the
Committee, have approved the'Woodside Agreement as the highest and/or best offer for the
Non-Perry Assets.
iii. The Purchaser is not a successor in interest to the Debtors. Thc
acquisition of the Non-Perry Assets and assumption of ceflain liabilities does not constitute a
significant continuity of the Debtors' Business.
For all of the foregoing reasons and a~er due deliberation, the Court ORDERS,
ADJUDGES~ AND DECREES THAT:
1. Thc gale Motion is granted. The Woodside Agreement and the
Iransactions contemplated thereby are hereby approved.
2. Parsuant to section 363(b) afthe Bankruptcy Code, the Debtors are
authorized to sell thc Non-Perry Assets to Purchaser upon the terms :md subject to the conditions
set forth in tl~e Woodside Agreement, ,'md as stated on the record at the Sale Hearing.
3. Debtors mad Purchaser are hereby, authorized to take all actions and
execute all doeument~ and instruments that Debtors and Purchaser deem necessary or appropriate
to implement and effectuate the transactions contemplated by the Woodside Agreement.
4. The sale of the Non-Perry Assets to Purchaser shall bc free and
clear of all liens, claims, interests and encumbrances (other than Permitted Encumbrances)
pursuant to uection 363(0 of the Ban.kmptcy Code, including but not limited to, 'liens and claims
of any of the Debtors' creditors, vendors, suppliers, employees or lessors. The Purchaser shall
not be liable i~ any way (as a successor to thc Debtors or othcmvise) for any claims that ,any of
the foregoing or any other third party may have against any of the Debtors. Any alleged liens
and claims on the Non-Perry Assets, including those asserted by Debtors' secured lenders and
secured creditors {including, without limitation, thc claims and interests of the Debtors'
6
I 1 ~ 80:'.01 ~00/401 ~ fi~i? 1 v2
377
Prepetition Bank Group), shtdl be transferred, affixed, and attached to the proceeds of such sale
with the same validity, priority:, force, and effect as such liens had upon the Non-Perry Asscts
immediately prior to the Closing. Any distribution of fl~e sale proceeds, except as expressly set
forth in this Order, shall only be made in accordance with a subsequent order of the Court.
5. Any asserted liens on account of alleged tax claims by various
governmental taxing authorities. (each, a "Tax Authority'), shall attach to the proceeds of the sale
contemplated in this Order in accordance with section 363(0 and other applicable provismns of
the Banla'uptcy Code and applicable law. No determination whatsoever is being made by this
Order regarding the amount, ,"allowance, disallowance, validity or priority of the claims of any
Tax Authority,
6. Except as expressly set forth in the Wood.side Agreement, thc Nos-
Perry. Assets ~u:e being sold and n-masferred to Purchaser on an "as-is" and "where-as" basis in all
respects, wifl~ no representations or warranty from the Debtors whatsoever of may kind or nature,
including, without limitation, representations and warranties as to merchantability, fi~ness fbr a
particular purpose, or their past or future operating condition.
7. Subject I'o payment by Purchaser lo Debtors or the consideration
provided for in fl~e Woodsid{: Agreement, the sale of the Non-Perry Assets shall constitute a
legal, valid, and effective transfer of tim Non-Perry Assets and shall vest 'Purchaser with all
rights, title, ,'md interest of Debtors in and to the Non-Perry Assets. free and clear of all liens
pursuant to section 363(0 of the B.,mlax~ptcy Code, effective as of the Closing. Any amount due
to Purchaser as a result of a post-closing tree-up performed pursuant 1o the terms .of the
Woodside Agreement shall be paid by the Debtors out of available sale proceeds in accordance
with the terms ol'lhe Woodside Agreement, and any claim ofPurchaser lhr such ,'mmunt shall be
an allowed superpriority administrative expense claim payable before any claim jnrdor in
7
[ 15802,01 tiC)/40126871 v2
3?8
priority, with such claim ~o be payable notwithstanding 'any asserted liens by the Debtors'
Prepetition Bank Group or any other person or entity.
8. The sale of the Non-Perry Assets to Purchaser under the Wooclside
Agreement will constitute a transfer for reasonably equivalent value and fair consideration under
the BankrupTcy Code, the laws of the United States and the laws el'the State o'f Delaware
9. Purchaser is hereby granted and is entitled to the protec, tions
provided to good-faith purchasers under section 363(m) of the Bankruptcy Code, including with
respect to any transfer of' an unexpired lease al' non-residential real property or any executmy
contract to be assumed and assigned as pan of the sale of the Non-Perry Assets.
10. Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code,
and subject to the terms and conditions of the Woodside Agreement, all Persons are hereby
enjoined fi.om taking any action against Purchaser or Purchaser's affiliates to recover any claim
v,'hich such Pemon had solely against Debtors or Debtors' affiliates.
11. All objections and responses concerning the Sale Motion are either
resolved in accordance with lhe terms of this Order, as set forth in the record of the Sale Hearing.
or as set forth in any other stipulation and/or order entered concurrently herewith, or are
continued to a further hearing which has beeu scheduled far October 22, 2003 at 11:00 n.m. in
Wilmington, Delaware (which hearing is subject to further continuance). To the extent any
such objection or response was not other~vise resolved, withdrawn, continued, waived, or settled,
it is hereby overruled and denied.
12. Purchaser has not assumed or otherwise become obligated l'or any
of Debtors' liabilities other than aa set forth in the Woodside Agreement, and Purchaser has not
purchased any of the Excluded Assets. All persons having any interest in the Excluded Assets
11~f102 01600/40126871v2
I
3 7 9
are hereby enjoined from asserti~g or prosecuting any claim or cause of action against Purchaser
or ~reh~r's affi~ates for rely l'iabili~ associated with the Excluded Assets.
13. With respect to prope~ o~ed or operated by Patchier aaer the
Closing, no~ing in fids Order or ~he Woodside Agreem~t releases or nullifies ~y liabili~ to a
goven~zntal entity under environm~tal statutes or re~lations that my person would be subject
~om Ihs owner or operator of propeay after Closing.
I4. Upon closing (or p~mptly ~ereafler), the Debtors shall pay lycra
salo process all agreed upon ours ~otmts payable to ~e counte~mies to th~ Assigned
Contrucls in aceordmee with s2ction 365 of the B~ptcy Code and in accordance with the
Woodside Agreement. Subject Io ihs te~s and conditions or the Woodside A~eemem mad tl~e
agreements stated on the record at the Sale He~ng, Purchaser shall assume ail obligation~ of the
Debtors arising ~om and a~er the Closing under the .kssigned Coneaets ~d shall not assume
my obligation under the A¢sign~ Coneac'ts aeem~g thereuuder prior to the Closing. Upon
assumption md assig~ent of any Assigned Contract, Debtors and their estates shall be relieved
of ~y liabili~ for breael~ of such Assigned Contract occu~ng after such assumption and
assignment in aeeord~ee with section 365(k) of ~e B~ptey Code.
15. Debtors have shown md Pt~ch~er has provided adequate
assurance 0f Rtture perfo~ance under the Assi~ed Conkacts and the proposed assumption and
assi~ent of the Assigned Contracts pursuit to tl~is Order or a separate order of this Coud
satisfies the requirements of the B~kruptey Cod~ including, inter alia, s~tions 363, 365(b)(1)
and (b)(3), 365(c), ~d 365(0, 1o the extent applicable. Unless otherwise stated on the record at
the Sale Hearing or othenviac cxprcssly sct t~rflx hereby, assumption and assi~xent of the
Assi~ed Contracts is hereby approved pu~uant to sections 363(b), 363(0, 365(a), 365(b),
365(c), ~d 365(~ ofthz B~uptcy Cod~.
9
I 15~02,01 ~/40126~71v2
16. There ~hall be no rent accelerations, assignment fees, increases, or
any other fees charged to Purch~er as a result of the assumption and assigmnent of the Assigned
Contracts, and the validity of the assumption, assigmnent mad sale of the Assigned Contracts to
Purchaser shall not be affected by any dispute between any Debtor and cotmterparty to an
Assigned Contract regarding the payment of a Cure Amount.
17. Subject to tho terms and condition, of the Woodaide Agreement
and the agreements stated on the record at the Sale Hearing, all parties to the Assigned Contracts
are I'orever barred and enjoined from ralsh~g or asserting against Purchaser any a.~signment fee,
default or breach under, or any claim or pecuniary loss, or condition to assignment, arising under
to the Assigned Contracts existing as of the Closing or ,arising by reason of the
or related
Closing.
l 8. Upon Closing (or promptly thereafter), the Debtors shall be
authorized to pay kern sale proceeds any broker's l'ee duc and payable in connection with
consummation of the sale to Purchaser. The Debtors shall provide the Prepetition Bank Group
and the Comnfittee with five (5) days prior written notice before m'~ing any such payment. If
either the Prepetition Bank Group or the Committee files a written objection to the amount of the
proposed payment, a hearing will be held before the Debtors ur, authorized to make payment.
19. Upon Closing (or promptly thereat'or), the Debtors shall establish
with sale proceeds a separate account (.the "Account") containing the sum of $131,332.85. Such
Account will be held for the benefit of J'anice A, Warren, in her capacity as the Citrus Cotmty
Tax Collector ("Warren"), and any existing liens of Warren on the Non-Perry Assets shall be
transferred, affixed, and attached to such Account and the proceeds held therein with the ~amo
validity, priority, force, and effect as such liens had upon the, Non-Perry Assets immediately
prior to the Closing. Any distribution to Warren of the proceeds held in the Account shall be
10
! 1 $1t02.01600/40126g'/I v2 ~
subject to further Court order. The objection of W,'~ren is resolved as described herein and as
discussed on the record at the Sale Hearing. Thc Account shall not be construed as a cap on any
claims Warren may have in the Debtors' eases.
20. This Court shall retain exclusive jurisdiction to interpret and
enforce the provisions of the W6odside Agreement, the Sale Procedures Order, and this Order in
all respects, and further to hear and determine ',ill matters arising from the construction or
implementation oftlfis Order or the Woodside Agreement and any and all disputes between
Debtors md/or Purchaser, and between Debtors and any non;Debtor party to any Assigned
Contract.
21. This Order shall inure to the benefit of Purchaser, Debtors, and
their respective successors ,and assigns, including but not limited to any chapter 11 or chapter 7
trustee that may be appointed in any of Debtors' cases and shall be binding upon any trustee.
party, entity or other fiduciary that may be appointed in cormecfion with these cases or any other
or fu rth~ c~es involving DebtorS, whether under chapter 7 or chapter t I of the Bankruptcy
Code.
22. Each and every federal, state, and local governmental agency,
d~artment or entity is hereby authorized and directed to accept the filing of any and all
documents and instruments necessary and apl~ropriate to implement, effectuate or consummate
the transactions contemplated by the Woodside Agreement and this Order.
23. Tlfis Order shall constitute a linal order.
Dated: October _l~._, 2003
Kansas City~ Missouri
'1802.01600/40126117
TH~I~'ON0~LE JERRY W. VENTERS
Un~d Stat~.~ Bankruptcy Sadgo
I1