IN RE: ENCOMPASS SERVICES CORPORATION, ET AL., Chapter 11, Debtors

Case No. 02-43582-H4-11, JOINTLY ADMINISTEREDUnited States Bankruptcy Court, S.D. Texas.
September 12, 2003

Marcy E. Kurtz, Esq., BRACEWELL PATTERSON, L.L.P., Houston, TX COUNSEL FOR THE DISBURSING AGENT, FOR THE REORGANIZED DEBTOR

Trent L. Rosenthal, Esq., BOYAR MILLER, P.C., Houston, Texas COUNSEL FOR GEORGE J. HAYDEN, INC.

AGREED ORDER ON GEORGE J. HAYDEN, INC.’ (1) MOTION TO DETERMINE CURE AMOUNT AND REQUIRE PROMPT PAYMENT OF SAME PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE, AND (2) APPLICATION FOR PAYMENT OF ADMINISTRATIVE CLAIM
WILLIAM GREENDYKE, Bankruptcy Judge

Came on for consideration George J. Hayden, Inc.’s (“Hayden”) (1) Motion to Determine Cure Amount and Require Prompt Payment of Same Pursuant to Section 365 of the Bankruptcy Code, and (2) Application, for Payment of Administrative Claim (the “Motion”).[1] Todd Matherne, as Disbursing Agent (the “Disbursing Agent”) for the Reorganized Debtors, and Hayden have reached an agreement the Motion as set forth herein. The Court, after having reviewed the Motion and the representations therein, and adequate notice having been given of the Motion, is of the opinion that has been, shown for granting the relief set forth herein. It is, therefore

ORDERED that, in accordance with the of the parties, the cure amount due under the flay den Contract be, arid hereby is determined to be $340,000,00 (“Agreed Cure Amount”); it is further

ORDERED that, in accordance with the agreement of the parties, the Agreed Cure Amount has been in full in cash by (i) Sterling EDG, Inc. and EDG Power Group, Inc., the purchasers of assets from the Debtors, and (ii) Williams Generation Company, Inc., and/or Williams Production Company; it is further

ORDERED that, as a result of payment of the Agreed Cure Amount, Hay den’s Application for Payment of its administrative claim, as set forth in the Motion, is withdrawn with prejudice; it is further

ORDERED than, in accordance with the agreement of the parties, the payment of the Agreed Cure Amount is in full and final satisfaction of any and all claims (including administrative claims), which May den may possess against the Debtors and Reorganized Debtors, and is in full and final satisfaction of any and all claims that the Debtors, Reorganized Debtors and/or Disbursing Agent may have against Hayden, if any, which claims are hereby released; and it is further

ORDERED that this Court will retain exclusive jurisdiction to construe and enforce the terms of this Order.

[1] All initially capitalized terms used herein shall have the same meaning assigned in the Motion.