Opinion
Case No. 01-16034 (AJG), Jointly Administered.
May 11, 2005
JPMORGAN CHASE BANK, FOR ITSELF AND ON BEHALF OF THE BRAZOS OFFICE LENDERS, by and through its counsel, KELLEY DRYE WARREN LLP, Mark I. Bane (MB-4883), Jay N. Heinrich (JH-0629), KELLEY DRYE WARREN LLP, New York, ATTORNEYS FOR JP MORGAN CHASE BANK.
REORGANIZED DEBTORS, by and through their counsel, WEIL GOTSHAL MANGES LLP, 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, ATTORNEYS FOR REORGANIZED DEBTORS.
Enron Corp. ("Enron") and certain of its reorganized debtor affiliates (collectively, the "Reorganized Debtors") and JPMorgan Chase Bank, as agent ("JPMC"), for itself and on behalf of the Brazos Office Lenders (as defined herein) (JPMC and the Reorganized Debtors collectively, the "Parties"), by and through their respective undersigned counsel, hereby stipulate and agree as follows:
RECITALS
A. JPMC is the Agent under that certain Credit Agreement, dated as of April 14, 1997, among Brazos Office Holdings, L.P., as Borrower, the banks named therein (the "Brazos Office Lenders"), and JPMC (f/k/a The Chase Manhattan Bank), as agent.
B. On December 2, 2001, and on certain dates thereafter the Reorganized Debtors filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code").
C. On July 15, 2004, the Court entered an order (the "Confirmation Order") confirming the Debtors' Supplemental Modified Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated as of July 2, 2004 (the "Plan"). The Effective Date of the Plan was November 17, 2004, and the Reorganized Debtors emerged from Chapter 11.
D. Pursuant to ¶ 81 of the Confirmation Order, requests for payment of an Administrative Expense Claim (as defined in the Confirmation Order) were to be filed on the later to occur of (a) September 30, 2004 or (b) the first Business Day sixty (60) days following the Effective Date, which was January 18, 2005 (the "Administrative Expense Bar Date").
E. On or about January 18, 2005, JPMC filed a Request for Payment of Administrative Expense Claim (the "JPMC Administrative Expense Claim") on behalf of itself, the Brazos Office Lenders, and Enron Leasing Partners, L.P. ("ELP"), a non-debtor affiliate of the Reorganized Debtors, in the amount of $115,875,008.40, less any payments received by ELP.
F. Pursuant to ¶ 87 of the Confirmation Order, the deadline for filing and serving objections to Administrative Expense Claims by the Reorganized Debtors was set as no later than 120 days following the Administrative Expense Bar Date, or May 18, 2005 (the "Administrative Expense Claim Objection Deadline").
G. The Parties now desire to extend the Administrative Expense Claim Objection Deadline by which the Reorganized Debtors are to file an Objection to the JPMC Administrative Expense Claim to June 3, 2005, on the terms and conditions provided herein and agree as follows:
AGREEMENT
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES, BY AND THROUGH THEIR RESPECTIVE COUNSEL, AS FOLLOWS:
1. The Recitals are fully incorporated herein by reference.
2. The Administrative Expense Claim Objection Deadline with regard to the JPMC Administrative Expense Claim shall be June 3, 2005, without prejudice to further extensions of the Administrative Expense Claim Objection Deadline.
3. Nothing in this Stipulation and Order is intended to, or shall be construed as, an allowance of the JPMC Administrative Expense Claim, and the Parties agree that they reserve all of their respective rights with respect to the JPMC Administrative Expense Claim.
4. The Parties agree that this Stipulation and Order (i) is the entire understanding of the Parties regarding the subject matter hereof; (ii) is intended to be the complete and exclusive statement of the terms hereof; and (iii) may not be modified or amended except by a writing signed by all the Parties hereto, which shall be so ordered by the Court.
5. The Stipulation and Order shall become effective and binding as of entry of the Stipulation and Order on the docket as "so ordered" by the Court. In the event that this Stipulation and Order is not approved by the Court, it shall be null and void and have no force and effect.
6. This Court shall retain jurisdiction with respect to any and all issues or disputes that may arise in connection with this Stipulation and Order.
7. This Stipulation and Order may be executed in any number of counterparts and shall constitute one agreement, binding upon all Parties thereto as if all Parties signed the same document.
SO ORDERED.