In re ENRON CORP., et al., Chapter 11, Debtors.

Case No. 01-16034 (AJG), Jointly Administered.United States Bankruptcy Court, S.D. New York.
March 24, 2005

ORDER APPROVING SETTLEMENT AGREEMENT BETWEEN ENRON ENERGY MARKETING CORP. AND MAIN PLAZA, L.L.C.
ARTHUR GONZALEZ, Bankruptcy Judge

Upon consideration of debtor Enron Energy Marketing Corp.’s Motion Pursuant to Bankruptcy Rule 9019 For Approval of Settlement Agreement Between Enron Energy Marketing Corp. and Main Plaza, L.L.C.; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, and pursuant to section 38.1 of the Supplemental Modified Fifth Amended Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated as of July 2, 2004; 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 Second Amended Case Management Order Establishing, Among Other Things, Noticing Electronic Procedures, Hearing Dates, Independent Website and Alternative Methods of Participation at Hearings, dated December 17, 2002, and no other or further notice need be given; and the relief requested in the Motion being in the best interests of Enron Energy Marketing Corp. (the “Debtor”) and its estate 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 relief granted herein and that the Settlement Agreement is fair and reasonable, and after due deliberation and sufficient cause appearing therefor, it is

Page 2

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

ORDERED that the Settlement Agreement between the Debtor and Main Plaza, L.L.C. (the “Settlement Agreement”) is authorized and approved pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, and it is further

ORDERED that the Debtor is 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 the Court shall retain exclusive jurisdiction to (i) enforce and implement the terms and provisions of the Settlement Agreement and (ii) resolve any disputes arising under or in connection with the Settlement Agreement and any related documents. Furthermore, the Court shall retain exclusive jurisdiction to interpret, implement, and enforce the provisions of this Order, 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. 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 failure to specifically include any particular provisions of the Settlement Agreement in this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of the Court that the Debtor’s implementation of the transactions contemplated in the Settlement Agreement be approved in its entirety, and it is further

Page 3

ORDERED that the stay of this Order provided by the Bankruptcy Rules (including Bankruptcy Rule 6004) whether for ten (10) days or otherwise shall not be applicable to this Order, and this Order shall be effective and enforceable immediately upon entry, 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 the Debtor in connection with the Settlement Agreement shall be retained by the Debtor and neither disbursed nor used until the earlier to occur of (i) agreement by and between the Debtor and the Official Committee of Unsecured Creditors with respect to the release of such proceeds and (ii) further order of this Court.

[1] Capitalized terms used in this paragraph and not defined herein or in the Motion shall have the meanings ascribed to them in the Order Authorizing, Pursuant to 11 U.S.C. §§ 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d)(1), Amendment of DIP Credit Agreement to Provide for Extension of Post-Petition Financing, dated May 8, 2003.