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

Case No. 01-16034 (AJG) Jointly Administered.United States Bankruptcy Court, S.D. New York.
May 12, 2005

FIRST SUPPLEMENTAL ORDER GRANTING REORGANIZED DEBTORS’ NINETY-FIRST OMNIBUS OBJECTION TO PROOFS OF CLAIM AND REQUEST FOR MODIFICATION AND ALLOWANCE OF CLAIMS
ARTHUR GONZALEZ, Bankruptcy Judge

Upon consideration of the Reorganized Debtors’ Ninety-Second Omnibus Objection to Proofs of Claim and Request for Modification and Allowance of Claims, dated March 11, 2005 (the “Objection”), seeking the entry of an order modifying and allowing certain claims (the “Claims”) pursuant to section 502(a) of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), as identified on Exhibit A and Exhibit B attached hereto; and it appearing that the modification and allowance of these Claims is in the best interests of the Reorganized Debtors, their creditors and all parties in interest; and, pursuant to Rule 3007 of the Federal Rules of Bankruptcy Procedure, good and sufficient notice having been provided to the attorneys for the statutory committee of unsecured creditors, the Office of the United States Trustee for the Southern District of New York, counsel to the Employment-Related Issues Committee, the persons or entities that filed proofs of claim identified on Exhibit A and Exhibit B
attached hereto and their attorneys (if known), and any other parties on the Master Service List; and it appearing that no other or further notice need be provided; and the Court having reviewed the Objection and having heard the statements of counsel in support of the relief requested therein at a hearing before

Page 2

the Court (the “Hearing”); and the Court having determined that the legal and factual bases set forth in the Objection and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before the Court; and after due deliberation and sufficient cause appearing therefor, it is

ORDERED that pursuant to section 502(a) of the Bankruptcy Code the Claims identified on Exhibit A to this Order shall be modified and allowed as set forth on Exhibit B; and it is further

ORDERED that pursuant to section 105 of the Bankruptcy Code and Rule 9019 of the Bankruptcy Rules, the Settlement Agreement and the actions contemplated thereby summarized on Exhibit A and attached in full as Exhibit B, which documents the compromise and settlement of the claims subject thereto, is hereby approved and authorized in its entirety.

Page 3

EXHIBIT A Ninety-First Omnibus Objection (Modify and Allow)

Page 4

Claimant Information Claim Debtor Claim Amount of Claim As Classification As Debtor To Be Amount of Claim Classification Claim Class As
Number Filed Against Filed Filed Allowed As Allowed As Allowed Allowed per Plan

Bewag Akteingesellschaft Co. 11309 CORP $3,125,767.51 U CORP $3,125,767.51 U Class 185
KG as transferee
Puschkin Allee 52
Berlin D-12430
GERMANY

(transferor, Berliner Kraft Und Licht AG
c/o Allen Overy
Attn: Rachel Castelino
1221 Ave. of the Americas
New York, NY 10020)

Page 1

EXHIBIT B Ninety-First Omnibus Objection (Letter Agreement)

Enron Corp. P.O. Box 1188 Houston, TX 77251-1188
FOR SETTLEMENT PURPOSES ONLY SUBJECT TO FEDERAL RULES OF EVIDENCE 408 AND NEW YORK CIVIL PRACTICE LAW AND RULES § 5447

April 13, 2005

VIA OVERNIGHT DELIVERY

Bewag Aktiengesellschaft Co. KG PuschkinAllee 52 Berlin D-12430 GERMANY

Re: Proof of Claim: #11309 in the amount of $3,125,767.51 (“Proof of Claim”) Debtor: Enron Corp. (“EC”) Creditor: Bewag Aktiengesellschaft Co. KG (“Creditor”)

Ladies and Gentlemen:

On December 2, 2001, EC and certain affiliated entities (the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, as amended, (the “Proceedings”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On October 11, 2002, Berliner Kraft and Licht AG (the “Former Creditor”) filed the above-referenced Proof of Claim with the Bankruptcy Court. On August 8, 2003, the claims of the Former Creditor against EC were transferred to the Creditor by way of a spin-off (Ausgliederung) pursuant to § 123 German Transformation Act (Umwandlungsgeseiz).

Creditor represents by signing below that it (i) was the record holder of the Proof of Claim as of November 29, 2004 and has not transferred, assigned or conveyed any or all of its interest in the Proof of Claim since that date; and (ii) has not been compensated in any way by any other person or entity for services performed, goods supplied or damages suffered and claimed (or eligible for claim) under the Proof of Claim nor has it received payment of any of the claim amount under the Proof of Claim (or any additional amounts eligible for claim) from any other person or entity. Subject to Bankruptcy Court approval of this Letter Agreement, EC and Creditor now agree with respect to the Proof of Claim and the facts, if any, giving rise to the Proof of Claim, that Creditor shall have an allowed unsecured, guaranty claim in the amount of $3,125,767.51.00 (“Allowed Claim”). Such Allowed Claim shall be treated as a Class 185 (General Unsecured Guaranty Claim Against Enron Corp.) as specified in the Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code filed on or about September 18, 2003, as amended or modified from time to time (or the equivalent claim

Page 2

in any subsequent or modified plan of EC). Such Allowed Claim shall be net of any amounts owing by Creditor to EC. The foregoing treatment of the Proof of Claim resolves all issues and disputes with respect to the Proof of Claim and any and all claims and causes of action against EC which Creditor has or may have, and any and all claims and causes of action against Creditor which EC has or may have, arising from or related to any contract or agreement described or referenced in the Proof of Claim or any substantiation thereof. The preceding amount resolves the Proof of Claim and all such causes of action in their entirety. The balance of the Proof of Claim, including, without limitation, any unliquidated, contingent or disputed portions of such balance, shall be disallowed, following Bankruptcy Court approval of this Letter Agreement and upon EC’s dismissal of its objections against Creditor’s Proof of Claim pending in the Bankruptcy Court. For the avoidance of doubt, this agreement does not affect any claims of the Creditor against any other affiliates of EC that are not part of the Proceedings

If any provision of this Letter or part thereof should be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by that provision which best meets the intent of the replaced provision.

If this Letter Agreement is acceptable to you, please so indicate by signing the two (2) enclosed originals of this Letter Agreement, retaining one for your files and returning the other executed original by overnight courier (and a copy by facsimile: [713] 646-3490) to the following address:

Mr. Dan Despres Enron Corp. 1221 Lamar, 16th Floor Houston, TX 77010

Should you have any questions about this matter, please do not hesitate to call Tim Neumann at (713) 345-9279.

Sincerely yours,

ENRON CORP.

By:

Name: RICHARD LYDECKER
Title: MANAGING DIRECTOR AND CAO

Page 3

ACCEPTED AND AGREED TO
this 3 day of May 2005.

BEWAG AKTIENGESELLSCHAFT CO. KG

By:

Name: Title: