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IN RE: ENCOMPASS SERVICES CORPORATION, et al., (Chapter 11), Debtors

STIPULATION RESOLVING AND WITHDRAWING THE LENDER GROUP'S APPLICATION FOR PAYMENT OF SUPERPRIORITY ADMINISTRATIVE EXPENSE

WILLIAM GREENDYKE, Bankruptcy Judge

The Reorganized Debtors and Bank of America, N.A., as Agent for the Prepetition Lenders and the Post-petition Lenders (the "Agent"), agree and stipulate as follows:

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

1. Subject to paragraph 3 herein, by the signature of counsel below, the Agent withdraws with prejudice the Application for Payment of Superiority Administrative Expense.

2. The Debtors, through their Disbursing Agent, Todd A. Matherne, will make an interim distribution (the "Interim Distribution") to the holders of Allowed General Unsecured Claims in an amount of not less than $26,973,000.00 on or before December 12, 2003.

3. If the Disbursing Agent fails to make the Interim Distribution on or before December 12, 2003, then, upon the Agent's request, the Application shall be reinstated and the Debtors shall set the Application for hearing.

4. Any claims that are disputed but unresolved, the Disbursing Agent shall reserve at the face amount of such claim, which would be subject to this distribution, pending resolution of those claims.

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IN RE ENCOMPASS SERVICES CORPORATION
(Nov 4, 2003)