Case No. 01-16034 (AJG) Jointly Administered.United States Bankruptcy Court, S.D. New York.
February 2, 2005
Lee J. Mendelson (LM 3374), MORRITT, HOCK, HAMROFF HOROWITZ, LLP, Garden City, New York, Attorneys for Citicorp Vendor Finance, Inc.
Martin J. Bienenstock (MB 3001), Brian S. Rosen (BR 0571), Melanie Gray (Pro Hac Vice), Martin A. Sosland (Pro Hac Vice), WEIL GOTSHAL MANGES LLP, New York, New York, Attorneys for Reorganized Debtors.
AMENDED STIPULATION AND ORDER REGARDING CITICORP VENDOR FINANCE, INC. PROOFS OF CLAIM NOS. 43, 15928, 15975, 15976, 15977, AND 22251
ARTHUR GONZALEZ, Bankruptcy Judge
Enron Corp. (“Enron”), Enron Energy Service, Inc. (“EESI”), Enron Capital Trade Resources International Corp. (“ECTRIC”), Enron North America (“ENA”), National Energy Production Corporation (“NEPCO”), Enron Transportation Services LLC (f/k/a Enron Transportation Services Company) (“ETS”), and certain of their affiliates (collectively, the “Reorganized Debtors”) and Citicorp Vendor Finance, Inc. (“CVF”), by and through their respective undersigned counsel, hereby stipulate and agree as follows:
RECITALS:
A. On December 2, 2001, and on certain dates thereafter (the “Commencement Date”), the Reorganized Debtors commenced cases under chapter 11 of title 11, United States Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
B. The Reorganized Debtors filed their Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, (the “Plan”) and accompanying Disclosure Statement for Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, (the “Disclosure Statement”) and the Court approved the adequacy of the Disclosure Statement dated January 9, 2004; and by order, dated
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July 15, 2004, and supporting findings of fact and conclusions of law entered on such date, the Court confirmed the Plan, as modified, in accordance with section 1129 of the Bankruptcy Code. The Effective Date of the Plan was November 17, 2004.
C. On or about December 13, 2001, CVF filed a proof of claim in the amount of $178,555.28 in Enron’s bankruptcy case, which was assigned claim number 43 (the “December 2001 Claim”).
D. On or about October 15, 2002, CVF filed proofs of claim in the respective bankruptcy case of (i) NEPCO in the amount of $99,442.50, (ii) ETS in the amount of $8,652.98, (iii) EESI in the amount of $12,750.03, and (iv) Enron in the amount of $2,659.01, which were assigned claim numbers, 15928, 15975, 15976, and 15977, respectively (collectively, the “October 2002 Claims”).
E. On or about December 9, 2002, CVF filed a proof of claim in the bankruptcy case of ECTRIC in the amount of $167,657.54, which was assigned claim number 22251 (the “December 2002 Claim,” and together with the December 2001 Claim and the October 2002 Claims, the “CVF Claims”). CVF asserts that various amounts in each of the October 2002 and the December 2002 Claim are entitled to unsecured priority.
F. On July 29, 2004, the Reorganized Debtors’ filed their Thirty-Eighth Omnibus Objection to Proofs of Claim (No Amount Due Per Debtors’ Books and Records and Insufficient Proof) (the “38th Omnibus Objection”). In the 38th Omnibus Objection, the Reorganized Debtors objected to proof of claim numbers 42, 121, 122, 15975, 19576, 15977, and 22251 on the grounds that the Reorganized Debtors did not owe any amounts to CVF for such claims as no amounts were due per the Reorganized Debtors’ books and records and/or CVF had not provided sufficient proof in support of such claims (the “Objection”).
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G. On October 1, 2004, the Court entered an order regarding the 38th Omnibus Objection pursuant to which Claim Nos. 42, 121, and 122 filed by CVF in Enron’s bankruptcy case were disallowed, as agreed to by CVF, and Claim Nos. 15975, 15976, 15977 and 22251 were noted as to be resolved by stipulation.
H. No actions are currently pending or will be filed by the Reorganized Debtors against CVF pursuant to sections 547 and 548 of the Bankruptcy Code.
I. On December 21 and 22, 2004, the Reorganized Debtors submitted and the Court entered, respectively, a stipulation and order regarding the resolution of the claims listed herein (the “Order”). See Docket No. 22674.
J. The Order indicated, inter alia, that Claim No. 15928 was to receive distributions as a Class 255 claim under the Plan. The Reorganized Debtors and CFV agree that Claim No. 15928 should receive distributions as a Class 67 claim under the Plan rather than as a Class 255 claim and that the Order shall be superceded by this Amended Order and the Order shall be vacated, deemed null and void and of no effect.
K. To resolve the Objection regarding Claim Nos. 15975, 15976, 15977, and 22251 and to resolve Claim Nos. 43 and 15928, the Reorganized Debtors and CVF have agreed as follows:
AGREEMENT
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES, BY AND THROUGH THEIR RESPECTIVE COUNSEL, AS FOLLOWS:
1. The foregoing recitals are incorporated herein by reference.
2. The Reorganized Debtors and CVF agree that the December 2001 Claim, Claim No. 43, shall be and hereby is disallowed and expunged.
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3. The Reorganized Debtors and CVF agree that Claim No. 15928 shall be and hereby is an Allowed General Unsecured Claim against NEPCO, to be included in and to receive distributions as a Class 67 claim in accordance with the Plan, in the total amount of $76,500.00, with all deductions and setoffs, if any, deemed to have been taken or made.
4. The Reorganized Debtors and CVF agree that Claim No. 15975 shall be and hereby is an Allowed Unsecured Convenience Claim against ETS, to be included in and to receive distributions as a Class 202 claim in accordance with the Plan, in the total amount of $6,000.00, with all deductions and setoffs, if any, deemed to have been taken or made.
5. The Reorganized Debtors and CVF agree that Claim No. 15976 shall be and hereby is an Allowed Unsecured Convenience Claim against EESI, to be included in and to receive distributions as a Class 200 claim in accordance with the Plan, in the total amount of $9,300.00, with all deductions and setoffs, if any, deemed to have been taken or made.
6. The Reorganized Debtors and CVF agree that Claim No. 15977 shall be and hereby is an Allowed Unsecured Convenience Claim against Enron, to be included in and to receive distributions as a Class 192 claim in accordance with the Plan, in the total amount of $1,100.00, with all deductions and setoffs, if any, deemed to have been taken or made.
7. The Reorganized Debtors and CVF agree that Claim No. 22251 shall be and hereby is an Allowed General Unsecured Claim against ENA, to be included in and to receive distributions as a Class 5 claim in accordance with the Plan, in the total amount of $160,000.00, with all deductions and setoffs, if any, deemed to have been taken or made.
8. The Reorganized Debtors and CVF agree that no amounts due under any of the CVF Claims allowed pursuant to this Stipulation are entitled to unsecured priority status.
9. The Reorganized Debtors and CVF agree that this Stipulation and Order is the entire understanding of the parties and is intended to be the complete and exclusive statement of
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the terms thereof and may not be modified or amended except by a writing signed by all the parties hereto, which shall be so ordered by the Court.
10. The Reorganized Debtors’ Objection to the CVF Claims as contained in the 38th Omnibus Objection are resolved as provided herein.
SO ORDERED.
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