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

01-16034 (AJG).United States Bankruptcy Court, S.D. New York.
July 21, 2005

FELDERSTEIN FITZGERALD, WILLOUGHBY PASCUZZI, LLP, Paul J. Pascuzzi, Sacramento, CA, Attorneys for the State of California and the California Department of Water Resources

HOWARD, RICE, NEMEROVSKI, CANADY, FALK RABKIN, Attorneys for Pacific Gas Electric Company, Gary M. Kaplan, San Francisco, CA.

BILL LOCKYER, Attorney General of the State of California, Martin Goyette, Supervising Deputy Attorney General, Irene K. Tamura, Deputy Attorney General, Sacramento, CA.

HELLER EHRMAN LLP, Carren Shulman, Michelle McMahon (Admitted Pro Hac Vice) New York, New York, Attorneys for Pacific Gas Electric Company.

OFFICE OF THE ATTORNEY GENERAL, State of Washington, Brady R. Johnson, Esq., Office of the Attorney General, Assistant Attorney General, Antitrust Division, Seattle, Washington.

HARDY MYERS, Attorney General for the State of Oregon, Harold D. Jones HDJ, Adam P. Wofse APW, Special Assistant Attorney General, c/o Jaspan Schlesinger Hoffman LLP, Garden City, NY, and Susan T. Egnor, Assistant Attorney General, Department of Justice, Portland, Oregon.

KRAMER LEVIN NAFTALIS FRANKEL, LLP, Philip Bentley, P. Bradley O’Neill, New York, New York, Attorneys for Southern California Edison Company.

CADWALADER, WICKERSHAM TAFT LLP, Mark Ellenberg, Washington, DC, and One World Financial Center, New York, New York, Special counsel to the Debtors.

STIPULATION AND ORDER STAYING PROCEEDINGS PENDING (i) FINALIZATION OF SETTLEMENT AND (ii) APPROVAL OF SETTLEMENT BY THE COURT AND THE FEDERAL ENERGY REGULATORY COMMISSION
ARTHUR GONZALEZ, Bankruptcy Judge

WHEREAS, Debtors Enron Corp., Enron Power Marketing, Inc., Enron North America Corp., Enron Energy Marketing Corp., Enron Energy Services Inc., Enron Energy Services North America, Inc., Enron Capital Trade Resources International Corp., Enron Energy Services, LLC, Enron Energy Services Operations, Inc., Enron Natural Gas Marketing Corp., and ENA Upstream Company, LLC., (collectively, the “Debtors”), and Bill Lockyer, Attorney General of the State of California, on behalf of the People of the State of California, the California Department of Water Resources acting solely under authority and powers created by California Assembly Bill 1 from the First Extraordinary Session of 2000-2001, codified in Section 80000 through 80270 of the California Water Code, Pacific Gas and Electric Company, and Southern California Edison Company, as well as the Attorney General of the State of Oregon and the Attorney General of the State of Washington (collectively, the “Settling Claimants”), are parties to a certain Memorandum of Understanding (the “MOU”); and

WHEREAS, the MOU outlines the terms of a settlement resolving inter alia, proofs of claim filed by the Settling Claimants, objections to those proofs of claim filed by the Debtors, and motions by certain of the Settling Claimants for payment of administrative expenses, as set forth on Exhibit A, hereto, and

Page 2

WHEREAS, the parties to the MOU intend to enter into a definitive settlement agreement no later than August 19, 2005, which settlement would then be submitted to this Court, the California Public Utility Commission (“PUC”) and the Federal Energy Regulatory Commission (“Commission”) for approval; and

WHEREAS, the Debtors and the Settling Claimants believe that a stay of proceedings before this Court through November 30, 2005 should be a sufficient period of time to allow the parties to finalize their settlement and obtain the approval of both the Commission and this Court; and

WHEREAS, if the Debtors and the Settling Claimants cannot finalize a definitive agreement on or about August 19, 2005 or if the Commission or the PUC refuses to approve the definitive agreement, the Debtors and one or more of the Settling Claimants shall so notify this Court, copying all other parties hereto.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED UPON, that all proceedings (including, for purposes of rule 8002 of the Federal Rules of Bankruptcy Procedure as well as in all other respects, the Courts (i) Order Granting Debtors’ Objection to Proofs of Claim Nos. 12172 through 12174 and 12252 through 12257 Filed by Bill Lockyer, Attorney General of the State of California, entered on July 5, 2005 and (ii) Order Granting Debtors’ Objection to Proofs of Claim Nos. 12498, 12500, 24685 and 24687 Filed by the California Department of Water Resources, entered on July 5, 2005) in the matters that are identified on the attached Exhibit A shall be stayed until the earlier of (i) November 30, 2005, which period may be extended upon application of the parties and approval by the Court, or (ii) the date that the Court receives notification (A) of the parties’ failure to conclude a definitive agreement as

Page 3

contemplated by the MOU or (B) that the Commission or the PUC has refused to approve the definitive agreement from (A) the Debtorsand (B) one or more of the Settling Claimants.

IT IS SO ORDERED.

Page 1