Opinion
Case No. 01-16034 (AJG), Jointly Administered
December 12, 2002
ORDER APPROVING SETTLEMENT AGREEMENT BETWEEN ENRON NORTH AMERICA CORP. AND THE E.W. SCRIPPS COMPANY AND AUTHORIZING ASSIGNMENT OF SUCH AGREEMENT TO COMPAGNIE PAPIERS STADACONA LTÉE
Upon consideration of the Motion for Approval of Settlement Agreement Between Enron North America Corp. and The E.W. Scripps Company and of Assignment of Such Agreement to Compagnie Papiers Stadacona Ltée, dated November 12, 2002 (the "Motion"), and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. § 157 and 1334; and it appearing that due and proper notice of the Motion and the relief requested herein having been given in accordance with this Court's Amended Case Management Order Establishing, Among Other Things, Noticing Electronic Procedures, Hearing Dates, Independent Website and Alternative Methods of Participation at Hearings, dated February 26, 2002, and no other or further notice being required; and the Court having reviewed the Motion; and the relief requested in the Motion being in the best interests of Enron North America Corp. (the "Debtor") and its estate and creditors; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein and that the settlement agreement submitted for the Court's approval in the Motion is fair and reasonable, and after due deliberation and sufficient cause appearing therefor, it is
ORDERED that the Motion is granted in all respects; and it is further
ORDERED that the Settlement Agreement between Debtor and The E.W. Scripps Company (the "Settlement Agreement") is authorized and approved pursuant to Bankruptcy Rule 9019, and it is further
ORDERED that Debtor's assumption of the Settlement Agreement is authorized and approved pursuant to Section 365 of the Bankruptcy Code, and it is further
ORDERED that the Newsprint Contract Purchase And Sale Agreement (the "Assignment Agreement") between Debtor and Compagnie Papiers Stadacona Ltée ("Assignee") is authorized and approved pursuant to Sections 363 and 365 of the Bankruptcy Code, and it is further
ORDERED that, pursuant to Section 363(f) of the Bankruptcy Code, upon assignment of the Settlement Agreement pursuant to the Assignment Agreement, both the Settlement Agreement and Assignee's interest therein shall not be subject to any liens, claims or encumbrances arising before such assignment (including the DIP Liens), other than those of ENA's estate, (collectively, the "Liens") with all such Liens (including the DIP Liens) to attach to the proceeds of the assignment in the order of their priority, with the same validity, force and effect which they now have, subject to the rights, claims, defenses and objections of all interest parties with respect to such Liens and it is further
ORDERED that Debtor is authorized to execute, deliver, implement and fully perform any and all obligations, instruments, documents and papers and to take any and all actions reasonably necessary to consummate the Settlement Agreement and perform any and all obligations contemplated therein; and it is further
ORDERED that except to the extent required to repay the DIP Obligations pursuant to and in accordance with the Final Order and the Documents, all proceeds received by the Debtor in connection with the Settlement Agreement or the Assignment Agreement shall be retained by the Debtor and neither disbursed nor used until the earlier to occur of (i) agreement by and between the Debtor and the Committee with respect to the release of such proceeds and (ii) further order of this Court; and it is further
Capitalized terms used in this paragraph and not defined herein or in the Motion shall have the meanings ascribed to them in the Final Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. § 105, 361, 362, 364(c)(2), 364(c)(3) and 364(d)(1) dated July 2, 2002 (the "Final Order").
ORDERED that the Court shall retain exclusive jurisdiction to (i) enforce and implement the terms and provisions of the Settlement Agreement, and (ii) resolve any disputes arising under or in connection with the Settlement Agreement and any related documents. Furthermore, the Court shall retain exclusive jurisdiction to interpret, implement, and enforce the provisions of this Order, and it is further
ORDERED that all objections to the Motion or the relief requested therein that have not been withdrawn, waived, or settled, and all reservations of rights included therein, are overruled on the merits. Those parties who did not object, or who withdrew their objections, to the Motion are deemed to have consented to the Motion, and it is further
ORDERED that the failure to specifically include any particular provisions of the Settlement Agreement in this Order shall not diminish or impair the effectiveness of such provisions, it being the intent of the Court that the Debtor's implementation of the transactions contemplated in the Settlement Agreement be approved in its entirety, and it is further
ORDERED that the Settlement Agreement may be amended by the parties thereto in accordance with the terms thereof without further order of the Court; provided, however, that, in connection therewith, the parties shall obtain the prior written consent of the Creditors' Committee, which consent shall not be unreasonably withheld; and, provided, further, that any such amendment shall not be material in nature or not change the economic substance of the settlement approved hereby, and it is further
ORDERED that the Assignment Agreement may be amended by the parties thereto in accordance with the terms thereof without further order of the Court; provided, however, that, in connection therewith, the parties shall obtain the prior written consent of the Creditors' Committee, which consent shall not be unreasonably withheld; and, provided, further, that any such amendment shall not be material in nature and shall not change the economic substance of the settlement approved hereby, and it is further
ORDERED that the stay of this Order provided by the Bankruptcy Rules (including Bankruptcy Rule 6004 and 6006) whether for ten (10) days or otherwise shall not be applicable to this Order, and this Order shall be effective and enforceable immediately upon entry.