Opinion
Case No. 01-16034(AJG) (Jointly Administered)
August 29, 2003
Melanie Gray, WEIL, GOTSHAL MANGES LLP, New York
Michael Wiles, DEBEVOISE PLIMPTON, New York
STIPULATION AND CONSENT ORDER REGARDING THE FILING OF PROOFS OF CLAIM BY JOHN HANCOCK LIFE INSURANCE COMPANY AND ENRON EQUITY CORP.
John Hancock Life Insurance Company ("John Hancock"), and Enron Corp. and each of the other Debtors and Debtors-in-Possession in these jointly administered cases (collectively, the "Debtors"), by and through their respective attorneys, enter into this Stipulation and Consent Order Regarding the Filing of Proofs of Claim by John Hancock Life Insurance Company and Enron Equity Corp. (the "Stipulation") and state:
PROVISIONS REGARDING CLAIMS RELATING TO ENRON EQUITY CORP.
1. John Hancock alleges that it is the beneficial owner of certain preferred stock of Enron Equity Corp. ("Hancock's Equity Interest").
2. Enron Corp. is the beneficial owner of 85.63% of the outstanding shares of common stock in Enron Equity Corp. and Atlantic Commercial Finance, Inc., is the beneficial owner of 14.37% of the outstanding shares of common stock in Enron Equity Corp., together representing 100% of the common stock of Enron Equity Corp.
3. Enron Equity Corp. may have claims (collectively, the "EEC Claims") against Enron Holding Company L.L.C. ("EHC"), Enron Commercial Finance Ltd. ("ECF"), Enron Global Power Pipelines L.L.C. ("EGPP"), Atlantic Commercial Finance, Inc. ("ACFI"), and Enron International Holdings Corp. ("EINT"), including, without limitation, claims arising under the obligations of EHC, ECF, EGPP, ACFI, and EINT to Enron Equity Corp. as affiliates and partially-owned, direct or indirect subsidiaries of Enron Equity Corp; Enron Equity Corp. may also have claims against certain other parties which are affiliated directly or indirectly with Enron Equity Corp. or Enron Corp. and which may at a future date commence cases as debtor under the Bankruptcy Code ("Future Debtors").
4. John Hancock has informed the Debtors that it intends to file a proof of claim against EHC, ECF, EGPP, ACFI, and EINT with respect to any claims that may arise by virtue of the alleged ownership by John Hancock of Hancock's Equity Interest and may also file proofs of claim against Future Debtors with respect to any claims that may arise by virtue of the alleged ownership by John Hancock of Hancock's Equity Interest. In further protection of Hancock's Equity Interest, John Hancock wishes to file a proof of claim against EHC, ECF, EGPP, ACFI, and EINT on behalf of Enron Equity Corp. with respect to the EEC Claims and may wish to file proofs of claim against Future Debtors on behalf of Enron Equity Corp.
5. Solely as an accommodation to John Hancock, Enron Corp. and Atlantic Commercial Finance, Inc., authorize John Hancock to file proofs of claim against EHC, Corp., with respect to the EEC Claims (the "EEC Proofs of Claim"), at any time on or prior to any or all applicable Bar Dates.
6. Solely as an accommodation to John Hancock, and in order to minimize duplication and cost, each of the Debtors further agrees that each EEC Proof of Claim to be filed by John Hancock on behalf of Enron Equity Corp. may include any and all of the alleged claims against the Debtors and Future Debtors possessed by John Hancock relating directly or indirectly to the alleged ownership by John Hancock of Hancock's Equity Interest, and John Hancock need not file separate proofs of claim in respect of any claim included in each EEC Proof of Claim in order to satisfy all applicable requirements of (i) the Bankruptcy Code, 11 U.S.C. § 101 et seq., (ii) the requirements of this Court's "Order Pursuant to Bankruptcy Rules 2002(a)(7), 2002(1), and 3003(c)(3) Establishing Deadlines for Filing Proofs of Claim and Approving the Form and Manner of Providing Notice Thereof," dated August 1, 2002, and (iii) the requirements of the "Notice of Bar Date Requiring Filing of Proofs of Claim against Debtors Listed on Exhibit A on or before September 2, 2003 at 5:00 P.M. (New York Time)," dated July 15, 2003. Notwithstanding the foregoing, each EEC Proof of Claim shall expressly designate each separate Debtor and Future Debtor John Hancock contends is liable on such claims.
7. Solely as an accommodation to John Hancock and in order to further minimize duplication and cost, each of the Debtors further agree that:
(a) John Hancock does not need to attach supporting documents to its EEC Proofs of Claim filed hereunder, so long as such EEC Proofs of Claim include a list identifying such documents. Upon the request of the Debtors, the Committee or any other party in interest, such listed documents will be provided within ten (10) days of such request; and
(b) Each EEC Proof of Claim to be filed by John Hancock against EHC shall be deemed to be filed in each of the bankruptcy cases of ECF, EGPP, ACFI, EINT and those Debtors or Future Debtors which are expressly identified in such EEC Proof of Claim as having any alleged liability in connection with such EEC Proof of Claim, and John Hancock need not file separate proofs of claim in any of such other Debtors' or Future Debtors' cases.
8. The Debtors have entered into this Stipulation solely as an accommodation to John Hancock in order to minimize duplication and cost, and the Debtors do not concede the validity of any claims to be asserted in any EEC Proofs of Claim as may be filed by John Hancock. Accordingly, the Debtors and all other parties in interest reserve their rights to contest any claims asserted by Enron Equity Corp. or John Hancock on any grounds other than matters covered by this Stipulation.
9. Neither this Stipulation nor any proof of claim filed in compliance herewith shall impair in any way the right of any creditor or any Debtor whose claims are included in any such proof of claim to file additional or supplemental proofs of claim against any of the Debtors or Future Debtors in respect of any claims, whether or not included in any such proof of claim.
10. This Stipulation may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same document.