IN RE ENRON CORP., ET AL., Debtors.

Case No. 01-16034 (AJG), Jointly Administered, Chapter 11United States Bankruptcy Court, S.D. New York
December 3, 2001

ORDER AUTHORIZING PAYMENT OF PREPETITION CLAIMS OF CRITICAL VENDOR
Arthur J. Gonzalez, United States Bankruptcy Judge:

Upon the motion (“Motion”) filed by Enron Corp. and certain affiliated entities (collectively, “Debtors”), as debtors and debtors in possession, seeking an order authorizing the payment by the Debtors of prepetition claims of certain of the Debtors’ vendors and suppliers of critical goods and services (the “Critical Vendors”) under certain terms and conditions, as is more fully set forth in the Motion, and it appearing that the Court has jurisdiction to consider the Motion; and it appearing that the relief requested in the Motion is in the best interest of the Debtors, their estates and creditors; and it appearing that due notice of the Motion has been given and no further notice need be given; and upon the proceedings before the Court; and good and sufficient cause appearing;

IT IS HEREBY ORDERED THAT:

1. The Motion is granted.

2. The Debtors are authorized and empowered to pay, in their discretion, Critical Vendor Claims against the Debtors that arose prior to the Petition Date, including, but not limited to, payments to the Construction Contractors; provided, however, that as a condition to payment hereunder, such Critical Vendors agree to supply goods and services to the Debtors during the pendency of these cases on customary trade terms; and provided further, that the aggregate of such payments pursuant to this Order shall not exceed $48 million.

3. The Debtors are authorized to make payments, in their discretion, to Critical Vendors from available funds on the conditions (i) that all such Critical Vendors shall be pald by check and/or wire transfer of funds, and (ii) that by accepting payment, the Critical Vendors agree to maintain or reinstate customary trade terms during the pendency of these cases.

4. A Critical Vendor’s acceptance of payment is deemed to be acceptance of the terms of the Order, and if the Critical Vendor thereafter does not provide the Debtors with customary trade terms during the pendency of these cases, any payments of Critical Vendor Claims made after the Petition Date may be deemed to be unauthorized postpetition transfers and recoverable by the Debtors in cash.

5. The Debtors are authorized to obtain written verification of trade terms to be supplied by the Critical Vendors before issuing payment hereunder.

6. Any payments made pursuant to this Order shall not be deemed to constitute postpetition assumption of any contract or lease, and the Debtors reserve all rights with respect thereto.

7. The Debtors shall file an accounting of any payments made pursuant to this Order as soon as practicable.

8. This Court retains jurisdiction with respect to all matters arising from or relating to the implementation of this Order, including hearing any complaint to recover payments that are deemed, pursuant to the terms of this Order, to be unauthorized postpetition transfers.