Opinion
Case Nos. 01-16034 (AJG), Jointly Administered.
May 25, 2005
Martin J. Bienenstock (MB 3001), Brian S. Rosen (BR 0571), Melanie Gray (admitted pro hac vice), WEIL, GOTSHAL MANGES LLP, New York, New York, Attorneys for the Reorganized Debtors.
Paul B. Turner, Esquire, Sutherland Asbill Brennan LLP, Washington, DC, Attorneys for the Statoil Entities.
Enron Corp. ("Enron"), Enron North America Corp. ("ENA"), Enron Power Marketing, Inc. ("EPMI") and Enron Capital Trade Resources International Corp. ("ECTRIC") and certain of their affiliates (collectively, the "Debtors" or "Reorganized Debtors"), and Statoil Marketing Trading (US) Inc. ("Statoil US"), Statoil Asia Pacific Pte, Ltd. ("Statoil Asia"), Statoil (U.K.) Limited ("Statoil UK"), Statoil North America, Inc. ("Statoil North America"), Statoil Energy Trading, Inc. ("Statoil Energy Trading"), and Statoil ASA ("Statoil ASA," collectively the "Statoil Entities"), enter into this stipulation and order (the "Stipulation") on this 13th day of May, 2005, pursuant to section 105 of title 11 of the United States Code (the "Bankruptcy Code") and Rule 9019 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and stipulate as follows:
RECITALS
1. Commencing on December 2, 2001 (the "Petition Date"), the Debtors, filed voluntary petitions for relief under chapter 11 of title 11 of the Bankruptcy Code. The Debtors' chapter 11 cases were procedurally consolidated for administrative purposes.
2. On July 15, 2004, the Court entered an order confirming the Debtors' Supplemental Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated as of January 9, 2004, as subsequently modified (the "Plan"). The Effective Date of the Plan was November 17, 2004 and the Reorganized Debtors have emerged from chapter 11.
Claims Filed Against the Reorganized Debtors.
3. The Reorganized Debtors and the Statoil Entities (collectively, the "Parties") entered into certain trading and swap transactions relating to the purchase or sale of natural gas, fuel oil, crude oil other energy products or other products or services related thereto (collectively, the "Statoil Contracts"). In connection with the Statoil Contracts, Enron issued certain guarantees in favor of the Statoil Entities (collectively, the "Guarantees").
4. In connection with the Reorganized Debtors' chapter 11 case, the Statoil Entities filed numerous claims against the Reorganized Debtors (collectively, the "Statoil Claims"), including without limitation:
(1) Claim number 13020 filed by Statoil US against ECTRIC in the amount of $190,600.00.
(2) Claim number 13019 filed by Statoil US against ENA in the amount of $643,750.00.
(3) Claim number 13022 filed by Statoil US against Enron in the amount of $643,750.00.
(4) Claim number 13779 filed by Statoil Asia against ECTRIC in the amount of $4,350.00.
(5) Claim number 13043 filed by Statoil ASA against ECTRIC in the amount of $1,855,432.76.
(6) Claim number 13021 filed by Statoil ASA against ENA in the amount of $1,855,432.76.
(7) Claim number 13042 filed by Statoil ASA against Enron in the amount of $1,855,432.76.
(8) Claim number 13024 filed by Statoil UK against Enron in the amount of $11,890,071.00.
Settlement Agreement Regarding the Statoil Claims
5. The Parties have engaged in extensive, arm's-length and good faith negotiations and have reached an agreement on the Statoil Claims as set forth in a settlement agreement (the "Settlement Agreement"), the primary terms of which are summarized herein. The Parties acknowledge and agree that the compromise and settlement contained in the Settlement Agreement constitutes the exchange of reasonably equivalent value between the Parties to settle the matters among them relating to the Statoil Contracts and is reasonable and fair to all the Parties thereto.
6. The principal terms of the Settlement Agreement are as follows:
This Motion contains a summary of the terms of the Settlement Agreement. To the extent that the summary contained herein differs from the Settlement Agreement, the Settlement Agreement shall govern in all respects. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Settlement Agreement.
(1) Expungement and Disallowance of Claims : With the exception of claim number 13024, all of the Statoil Claims shall be disallowed and expunged. In addition, all of the Reorganized Debtors' scheduled claims pertaining to the Statoil Entities (the "Scheduled Claims") shall be disallowed and expunged.
(2) Allowed Claim. Claim number 13024 shall be reduced and allowed as a class 4 general unsecured claim against Enron in the amount of $11,864,841.00 (the "Allowed Claim").
(3) Mutual Releases. The parties shall mutually release one another with respect to obligations under the Statoil Contracts and Guarantees.
(4) Bankruptcy Court Order : The Settlement Agreement shall be binding on the Reorganized Debtors and the Statoil Entities, subject to the entry of the Bankruptcy Court Order.
(5) The Debtors' Objections to the Statoil Claims : The Debtors' objections to the Statoil Claims shall be deemed resolved and withdrawn pursuant to the Settlement Agreement.
7. The Parties now desire to terminate the Statoil Contracts and Guarantees, to the extent not already otherwise validly terminated, on the terms set forth in the Settlement Agreement and to release each other from all claims, obligations and liabilities thereunder as reflected in the Settlement Agreement.
AGREEMENT AND ORDER
1. The Recitals are fully incorporated herein by reference.
2. The Reorganized Debtors are authorized to enter into and consummate the Settlement Agreement.
3. Claim numbers 13020, 13019, 13022, 13779, 13043, 13021 and 13042 are disallowed and expunged in their entirety.
4. Scheduled claims numbered 100095090, 100095100, 100980410, 100848570, 100178770, 100178780, 100202660, 100178790, 100178800, 100095110, 100095120, 100095130, 100078810, 100095140, 100178820, 100848580, 100178830, 100133210, 100133220, 100133230 are disallowed and expunged in their entirety.
5. Claim number 13024 is allowed as a class 4 general unsecured claim against Enron in the amount of $11,864,841.00, and distributions on claim number 13024 shall be made pursuant to the Plan.
6. This Stipulation and Order shall be binding on the Parties as of the date set forth in the introductory paragraph of this Stipulation and Order, subject to Bankruptcy Court Approval.
7. This Stipulation and Order and the Settlement Agreement set forth the entire understanding of the Parties hereto and are intended to be the complete and exclusive statement of 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 Bankruptcy Court.
8. This Stipulation and Order may be executed in any number of counterparts or with detachable signature pages and shall constitute one agreement, binding upon all Parties thereto as if all Parties signed the same document; all facsimile signatures shall be treated as originals for all purposes.
9. This Stipulation and Order shall be governed by the laws of the State of New York. The Bankruptcy Court shall retain jurisdiction over any disputes arising hereunder.
SO ORDERED.