Case No. 01-16034 (AJG) Jointly Administered.United States Bankruptcy Court, S.D. New York.
September 8, 2005
Brian S. Rosen, WEIL, GOTSHAL MANGES LLP, New York, New York, Attorneys for the Reorganized Debtors.
WILMINGTON TRUST COMPANY, Cynthia L. Corliss, Esq., Vice President and Assistant General Counsel, Wilmington, DE.
STIPULATION AND ORDER RESOLVING REORGANIZED DEBTORS’ OBJECTION TO PROOFS OF CLAIM FILED BY WILMINGTON TRUST COMPANY (CLAIM NOS. 12665, 12666 AND 12667)
ARTHUR GONZALEZ, Bankruptcy Judge
Enron Corp. (“Enron”), Enron North America Corp. (“ENA”) and Enron Energy Services, LLC (“EES”), as reorganized debtors (collectively, the “Settling Debtors”), and Wilmington Trust Company (“WTC”), by and through their respective counsel, do hereby stipulate as follows:
RECITALS:
Procedural Background
A. Commencing on December 2, 2001 (the “Petition Date”), and periodically thereafter, each of the Settling Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
B. By order, dated July 15, 2004, and supporting findings of fact and conclusions of law entered on such date, the Bankruptcy Court confirmed the Supplemental Modified Fifth Amended Joint Plan of Affiliated Debtors Pursuant to
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Chapter 11 of the United States Bankruptcy Code, dated July 2, 2004 (the “Plan”),[1] in accordance with section 1129 of the Bankruptcy Code. The Effective Date of the Plan was November 17, 2004.
C. On or about October 15, 2002, WTC filed the following Proofs of Claim (the “Claims”) in the Debtors’ chapter 11 cases against the parties noted:
?? Claim No. 12665 — ENA: WTC asserts various claims against ENA in connection with WTC providing certain administrative and ministerial services to ENA pursuant to various agreements (the “ENA Agreements”), including (1) an unsecured, nonpriority claim in the liquidated amount of $14,948.48 for unpaid fees and expenses incurred prior to the Petition Date, (2) an unsecured nonpriority claim in an undetermined amount for contingent and unliquidated indemnity obligations arising pursuant to the ENA Agreements and (3) an administrative expense claim in an undetermined amount for fees and expenses (including legal fees) incurred pursuant to the ENA Agreements after the Petition Date, including fees and expenses of legal counsel.
?? Claim No. 12666 — EES: WTC asserts various claims against EES in connection with WTC providing certain administrative and ministerial services to EES pursuant to various agreements (the “EES Agreements”), including (1) an unsecured, nonpriority claim in the liquidated amount of $4,165.00 for unpaid fees and expenses incurred prior to the Petition Date, (2) an unsecured nonpriority claim in an undetermined amount for contingent and unliquidated indemnity obligations arising pursuant to the EES Agreements and (3) an administrative expense claim in an undetermined amount for fees and expenses (including legal fees) incurred pursuant to the EES Agreements after the Petition Date, including fees and expenses of legal counsel.
?? Claim No. 12667 — Enron: WTC asserts various claims against Enron in connection with WTC providing certain administrative and ministerial services to Enron and its subsidiaries pursuant to various agreements (the “Enron Agreements”), including (1) an unsecured, nonpriority claim in the liquidated amount of $153,526.92 for unpaid fees and expenses incurred prior to the Petition Date, (2) an unsecured nonpriority claim in an undetermined amount for contingent and unliquidated indemnity obligations arising pursuant to the Enron Agreements and (3) anPage 3
administrative expense claim in an undetermined amount for fees and expenses (including legal fees) incurred pursuant to the Enron Agreements after the Petition Date, including fees and expenses of legal counsel.
D. On or about March 11, 2005, the Settling Debtors filed their Ninety-Second Omnibus Objection to Proofs of Claim (the “Objection”), in which they asserted objections to multiple proofs of claim, including the Claims, and sought entry of an Order reducing and allowing, inter alia, the Claims.
E. The parties to the Stipulation and Order now desire to resolve the Claims and the Objection as it relates to the Claims.
NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS BELOW, IT IS HEREBY AGREED BY THE PARTIES, BY AND THROUGH THEIR COUNSEL, AS FOLLOWS:
AGREEMENT:
1. The Stipulation and Order resolves the Claims with respect to all services rendered by WTC through and including March 31, 2005.
2. Claim No. 12665 shall be reduced and allowed as an Allowed Class 193 Convenience Claim against ENA in the amount of $14,471.87. In addition, Bankruptcy Services LLC (“BSI”) shall create an Allowed Administrative Expense Claim in favor of WTC against ENA in the amount of $89,875.68.
3. Claim No. 12666 shall be reduced and allowed as an Allowed Class 201 Convenience Claim against EES in the amount of $4,165.00. In addition, BSI shall create an Allowed Administrative Expense Claim in favor of WTC against EES in the amount of $17,751.61.
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4. Claim No. 12667 shall be reduced and allowed as an Allowed Class 4 General Unsecured Claim against Enron in the amount of $98,689.64. In addition, BSI shall create an Allowed Administrative Expense Claim in favor of WTC against Enron in the amount of $390,335.38.
5. Upon entry of this Stipulation and Order, that portion of the Objection relating to the Claims shall be withdrawn.
6. Each person signing this Stipulation and Order hereby covenants and warrants to every other party that he or she is fully authorized to sign the Stipulation and Order on behalf of the party or parties he or she is signing for and is fully authorized to bind the party or parties to all of the terms of this Stipulation and Order.
7. This Stipulation and Order shall become effective and binding as of entry of the Stipulation and Order on the docket as “so ordered” by the Bankruptcy Court. In the event this Stipulation and Order is not “so ordered” by the Bankruptcy Court, it shall be deemed null and void and have no force and effect.
8. This Stipulation and Order shall be binding on the parties hereto and their respective successors and assigns.
9. Each party to this Stipulation and Order shall bear its own attorneys’ fees and costs.
10. The Bankruptcy Court shall retain jurisdiction with respect to any and all issues or disputes that may arise in connection with this Stipulation and Order.
11. This Stipulation and Order constitutes the entire agreement between the parties concerning the matters set forth herein, supersedes any and all prior
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agreements between them concerning the matters set forth herein and merges herein all prior statements and actions.
12. This Stipulation and Order may be signed in counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute but one and the same instrument.
13. This Stipulation and Order may not be modified or amended except by a writing signed by each of the parties hereto.
SO ORDERED.
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