ARTHUR GONZALEZ, Bankruptcy Judge
Enron Corp. and its affiliated debtors, as debtors and debtors in position (collectively, the "Debtors"), and Deutsche Trustee Company Limited, as trustee ("DTCL" and, together with the Debtors, the "Parties"), by and through their respective counsel, do hereby stipulate as follows:
RECITALS
A. Commencing on December 2, 2001 (the "Petition Date") and subsequently thereafter, Enron Corp. and certain of its affiliated entities (collectively, the "Debtors") each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and the Debtors' chapter 11 cases (the "Chapter 11 Cases") have been procedurally consolidated for administrative purposes.
B. The Debtors have filed their Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code, dated January 9, 2004 (the "Plan"), and accompanying Disclosure Statement for Fifth Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Disclosure Statement").
C. On January 9, 2004, the Bankruptcy Court entered an order, inter alia, approving the Disclosure Statement as containing sufficient information to allow a holder of claims against or interests in the Debtors to vote for or against the Plan and establishing solicitation procedures with respect thereto (Docket No. 15303, Order Pursuant to Sections 105, 502, 1125, 1126, and 1128 of the Bankruptcy Code and Bankruptcy Rules 2002, 3003, 3017, 3018 and 3020(i) Approving the Disclosure Statement for Fifth Amended Joint Plan of Affiliated Debtors; (ii) Setting a Record Date for Voting Purposes; (iii) Approving Solicitation Packages and Procedures for Distribution Thereof; (iv) Approving Forms of Ballots and Establishing Procedures for Tabulation of the Vote on the Fifth Amended Joint Plan of Affiliated Debtors; and (v) Scheduling a Hearing and Establishing Notice and Objection Procedures in Respect of Confirmation of the Fifth Amended Joint Plan of Affiliated Debtors, the "Solicitation Procedures Order").
D. On January 9, 2004, the Bankruptcy Court entered an order, inter alia, establishing voting procedures in these Chapter 11 Cases (Docket No. 15296, Order, Pursuant to Sections 105(a), 502, 1125 and 1126 of the Bankruptcy Code and Rules 3003, 3017 and 3018 of the Federal Rules of Bankruptcy Procedure Establishing Voting Procedures in Connection With the Plan Process and Temporary Allowance of Claims Procedures Related Thereto, the "Voting Procedures Order").
E. On May 7, 2004, the Court entered the Temporary Allowance Stipulation and Order Regarding Claims Filed by Deutsche Trustee Company Limited (the "Voting Stipulation", Docket No. 18279), which allowed certain claims to vote on the Plan as set forth therein.
F. The Parties have continued to work together to resolve DTCL's objections to the Plan and the Debtors' objections to certain claims filed by DTCL, as trustee.
G. DTCL filed claim number 23665 as a general unsecured claim against Class 109 in the amount of $13,985,092.90 (the "SWAP Claim").
H. DTCL filed claim number 11305 as a general unsecured claim against Class 185 in the amount of $11,560,091.41 (the "SWAP Guaranty Claim").
I. DTCL filed claim number 11306 as a general unsecured claim against Enron Corp., in connection with a guarantee by Enron Corp. of certain obligations of Enron Europe Limited in an unliquidated amount of approximately $128,023,500.00 (the "EEL Guaranty Claim", and together with the SWAP Claim and SWAP Guaranty Claim, the "Claims").
J. DTCL warrants and represents that the amount owing under the EEL Guaranty as of December 2, 2001 totaled approximately $128,023,500.00.
K. The Debtors filed adversary proceeding, entitled Enron Corp. and Enron North America Corp. v. Citigroup, Inc., et al, Adversary Proceeding No. 03-09266 (AJG), which listed DTCL as a defendant (the "MegaClaim Complaint").
L. The Second Amended MegaClaim Complaint dated April 1, 2004 was amended, among other reasons, to remove DTCL as a defendant.
M. The Debtors filed an omnibus objection (the "Omnibus Objection", docket no. 15343), which objected to the Claims held by DTCL in connection with the MegaClaim Complaint.
N. DTCL warrants and represents that it was not involved in any of the transactions in the MegaClaim Complaint and was inadvertently listed as a defendant therein. Based on such representation, the Debtors have agreed to withdraw the claims asserted against DTCL in the MegaClaim Complaint and the Omnibus Objection to the Claims with prejudice.
O. The Parties have a reached a resolution of the Claims and have agreed to allow the Claims in the final amounts as set forth herein.
P. NOW, THEREFORE, in consideration of the forgoing the Parties, by their undersigned counsel, stipulate and agree as follows:
AGREEMENT
1. The Recitals are fully incorporated herein by reference.
2. Claim number 23665 is allowed for all purposes as a general unsecured claim against Class 109 pursuant to the Plan in the amount of $13,985,092.90.
3. Claim number 11305 is allowed for all purposes as a general unsecured claim against Enron Corp. in Class 185 pursuant to the Plan in the amount of $11,560,091.41.
4. Claim number 11306 is allowed for all purposes as a general unsecured claim against Enron Corp. in Class 185 pursuant to the Plan in the amount of $121,622,311.60.
5. The allowed amounts of the claims as set forth herein reflect the final allowed amounts of such claims and such amounts shall not be amended or modified absent an agreement by the Parties.
6. The claims asserted against DTCL in the MegaClaim Complaint and the Omnibus Objection to the Claims are withdrawn by the Debtors with prejudice.
7. This Stipulation sets forth the entire understanding of the Parties hereto and is 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.
SO ORDERED.