IN RE ENRON CORP. (Bankr.S.D.N.Y. 2004)

No. 01-16034 (AJG), Jointly Administered.United States Bankruptcy Court, S.D. New York.
December 16, 2004

ORDER APPROVING A TERMINATION AND RELEASE AGREEMENT RELATED TO THE CUIABA PROJECT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 9019
ARTHUR GONZALEZ, Bankruptcy Judge

Upon consideration of the Motion, dated December 3, 2004 (the “Motion”)[1] of Enron Corp. (“Enron”), Enron South America LLC (“ESA”), Enron do Brazil Holdings Ltd. (“EDBH”) and Enron Brazil Power Holdings I Ltd. (“EBPH”, and together with Enron, ESA and EDBH, the “Movants”) for an order pursuant to Rule 9019
of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) authorizing the execution and delivery by the Movants of that certain Termination and Release Agreement (the “Termination Agreement”) by and among the Movants; Enron International Bolivia Holdings Ltd.; the Shell Companies named therein; the CIB Companies named therein; Interjuris S/C Ltda.; KfW (formerly Kreditanstalt Fur Wiederaufbau); Overseas Private Investment Corporation; Transredes — Transporte de Hidrocarburos S.A.; and Banco Citibank S.A., Citibank, N.A. Bolivia, and Citibank, N.A.; and a hearing having been held on December 16, 2004 to consider the Motion and relief requested therein; and the Court having jurisdiction to consider the Motion and the

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relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that due and proper notice of the Motion and of the relief requested herein having been given in accordance with the Amended Case Management Order, and that no other or further notice need be given; and the relief requested in the Motion being in the best interests of the Movants 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 submitted for the Court’s approval in the Motion is fair and reasonable, and after due deliberation and sufficient cause appearing therefor; and the Court having determined that all approvals, authorizations, exemptions and clearances of all governmental authorities required for the consummation by any Movants of the transactions contemplated by the Termination Agreement have been obtained and are in full force and effect; and it is hereby

ORDERED that the Motion is granted in all respects; and it is further

ORDERED that the Termination Agreement is authorized and approved pursuant to Bankruptcy Rule 9019; and it is further

ORDERED that all objections to the Motion or the relief requested therein that have not been withdrawn, waived, or settled, and all reservations of rights included therein, are overruled on the merits, and those parties who did not object, or who withdrew their objections, to the Motion are deemed to have consented to the Motion; and it is further

ORDERED that the Movants are authorized to execute, deliver, implement and fully perform any and all obligations, instruments, documents and papers

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and to take any and all actions reasonably necessary to consummate the transactions contemplated by the Termination Agreement and perform any and all obligations contemplated therein; and it is further

ORDERED that the Termination Agreement may be amended by the Movants and the other parties party to the Termination Agreement (collectively, the “Settlement Parties”) in accordance with terms thereof without further order of the Court; provided,however, that any such amendment shall neither be material in nature nor change the economic substance of the settlement approved hereby; and it is further

ORDERED that all distributions, assignments, and other actions provided for in the Termination Agreement are authorized and shall be carried out in accordance therewith; and it is further

ORDERED that the failure to specifically include any particular provisions of the Termination Agreement in this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of the Court that the Movants implementation of the transactions, releases, discharges and other actions contemplated in the Termination Agreement be approved in their entirety.

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