Case No. 01-16034 (AJG), (Jointly Administered)United States Bankruptcy Court, S.D. New York.
October 16, 2003
Martin J. Bienenstock, WEIL, GOTSHAL MANGES LLP New York, NY, for the Debtors and Debtors in Possession
Brian S. Rosen, WEIL, GOTSHAL MANGES LLP New York, NY, for the Debtors and Debtors in Possession
Martin A. Sosland, WEIL, GOTSHAL MANGES LLP New York, NY, for the Debtors and Debtors in Possession
Melanie Gray (Pro Hac Vice), WEIL, GOTSHAL MANGES LLP New York, NY, for the Debtors and Debtors in Possession
Lenard M. Parkins (pro hac vice), HAYNES AND BOONE, LLP, Houston, Texas, for Northern Border Pipeline Company
Mark D. Sherrill (pro hac vice), HAYNES AND BOONE, LLP, Houston, Texas, for Northern Border Pipeline Company
STIPULATION AND AGREED ORDER FOR TEMPORARY ALLOWANCE UNDER FEDERAL RULE OF BANKRUPTCY PROCEDURE 3018 OF CLAIMS NOS. 7261 AND 7260
ARTHUR GONZALEZ, Bankruptcy Judge
This Stipulation and Order (the “Stipulation”) is made as of this 23rd day of September, 2003, by and between Enron Corp. and certain of its direct and indirect subsidiaries, as debtors and debtors in possession (collectively, the “Debtors”) and Northern Border Pipeline Company (“Northern Border”) by their respective undersigned counsel.
Pursuant to this Stipulation, the Debtors and Northern Border hereby agree and stipulate as follows:
RECITALS
WHEREAS, on December 2, 2001 and continuing thereafter (the “Commencement Date”), the Debtors commenced cases under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. By order dated December 3, 2001 and subsequent orders, the Debtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered.
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WHEREAS, Northern Border is a Texas general partnership formed in 1978. Northern Border owns an interstate pipeline system that transports natural gas from the Montana-Saskatchewan border near Port of Morgan, Montana to natural gas markets in the midwestern United States. The Debtors and Northern Border were parties to various contracts pertaining to the transportation of natural gas (collectively, the “Northern Border Agreements”).
WHEREAS, on or about October 8, 2002, Northern Border filed Proof of Claim number 7261 against Enron North America Corp. (“ENA”) and Proof of Claim number 7260 against Enron Corp. (the “Claim(s)”) in the above referenced Bankruptcy Cases. The Claims assert claims in the aggregate amount of $114,320,934.68 arising from breach of contract damages relating to the Northern Border Agreements.
WHEREAS, the Debtors dispute the amount of Northern Border’s Claims.
WHEREAS, on August 28, 2003, the Debtors filed their Motion for Order Pursuant to Sections 105(a), 502(c), 1125 and 1126 of the Bankruptcy Code and Rules 3003, 3017 and 3018 of the Federal Rules of Bankruptcy Procedure Establishing Voting Procedures in Connection with the Plan Process and Temporary Allowance of Claims Procedures Related Thereto (as supplemented on September 17, 2003).
WHEREAS, the Debtors will be filing a motion seeking entry of an order approving the Debtors’ Disclosure Statement pursuant to section 1125 of the Bankruptcy Code and establishing procedures for voting on the Debtors’ Joint Plan of Reorganization. Once this motion is approved the Debtors will solicit acceptances to the Debtors’ Plan of Reorganization.
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AGREEMENT
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto stipulate and agree as follows:
1. Northern Border’s Claims are temporarily allowed as follows: (i) Claim number 7261 in the amount of $21,000,000, as provided for by Federal Rule of Bankruptcy Procedure 3018, for the limited purpose of voting on the Debtors’ Plan for Voting ENA General Unsecured Claims, and (ii) Claim number 7260 in the amount of $21,000,000, as provided for by Federal Rule of Bankruptcy Procedure 3018, for the limited purpose of voting on the Debtors’ Plan for Voting Enron Corp. General Unsecured Claims.
2. Nothing in this Stipulation is intended to be, nor shall it be construed to be, (i) an allowance of such Claims for any purpose other than voting, or a waiver by any of the Debtors or any other parties in interest of any right to object on any grounds to any claims or proofs of claim filed or to be filed by Northern Border, (ii) with the exception of numbered paragraph 1., above, a waiver by Northern Border of any of its rights in respect of the Claims, or (iii) an admission or indication that such Claims are the subject
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of a pending objection, are lacking prima facie validity, are invalid under applicable law or are owed in an amount less than the Ml amount set forth in the Claims.
IT IS SO ORDERED.
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