Case No. 01-16034 (AJG), Jointly AdministeredUnited States Bankruptcy Court, S.D. New York.
December 11, 2003
ORDER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 9019 APPROVING SETTLEMENT AGREEMENT BETWEEN ENRON ENERGY SERVICES, INC., ENRON ENERGY SERVICES OPERATIONS, INC., AND SPRINGS INDUSTRIES, INC.
ARTHUR GONZALEZ, Bankruptcy Judge
Upon consideration of the motion dated December 1, 2003 (the “Motion”) of Enron Energy Services, Inc. (“EESI”) and Enron Energy Services Operations, Inc. (“EESO”) as debtors and debtors in possession, for an order pursuant to section 363 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) approving a settlement agreement (the “Settlement Agreement”) between EESI, EESO and Springs Industries, Inc. (“Springs”), all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion pursuant to 28 U.S.C. § 157 and 1334; and it appearing that due and proper notice of the Motion and the relief requested therein having been given in accordance with this Court’s Amended Case Management Order Establishing, Among Other Things, noticing Electronic procedures. Hearing Dates, Independent Website and alternative Methods of participation at Hearings, dated February 26, 2002, and no other or further notice need be given; and the relief requested
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in the Motion being in the best interests of EESI and EESO and their respective estates and creditors; and the Court having reviewed the Motion; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein and that the Settlement Agreement is fair and reasonable; and there is no just cause for delay in the entry of this order; and after due deliberation and sufficient cause appearing therefore, it is
ORDERED that the Motion is granted; and it is further
ORDERED that the Settlement Agreement and the settlement of the claims as set forth in the Settlement Agreement is approved in all respects pursuant to section 363 of the Bankruptcy Code and Bankruptcy Rule 9019; and it is further
ORDERED that the Settlement Agreement is binding upon EESO, EESI and Springs in accordance with its terms, and EESI and EESO are authorized to execute, deliver, implement and fully perform any and all obligations, instruments, documents and papers and to take any and all actions reasonably necessary to consummate the Settlement Agreement and perform any and all obligations contemplated therein; and it is further
ORDERED that except to the extent required to repay the DIP Obligations[1] (if any) pursuant to and in accordance with the DIP Order and the Documents, all proceeds received by EESI and EESO in connection with the Settlement Agreement shall be retained by EESI and EESO, respectively, and neither disbursed nor
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used until the earlier to occur of (i) agreement by and between EESI and EESO, respectively, and the statutory creditors’ committee, appointed December 12, 2001 (the “Creditors’ Committee”) with respect to the release of such proceeds and (ii) further order of this Court, and it is further
ORDERED that the Settlement Agreement may be modified, amended or supplemented by the parties thereto in accordance with the terms thereof without further order of the Court; provided, however, that, in connection therewith, EESO and EESI shall obtain the prior written consent of the Creditors’ Committee, which consent shall not be unreasonably with held; and, provided, further, that any such modification, amendment or supplement shall not be material in nature and not change the economic substance of the settlement approved hereby; and it is further
ORDERED that the final allocation of proceeds of the Settlement between EESI and EESO shall be subject to further order of the Court, and the Creditors’ Committee and the Pension Benefit Guaranty Corporation shall be afforded notice and an opportunity to be heard prior to the entry of any order regarding the allocation of such proceeds; and it is further
ORDERED that this Court shall have the exclusive jurisdiction over the Settlement Agreement and that any claims arising out of or related in any manner to the Settlement Agreement shall be properly brought only before this Court.
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