IN RE ENRON CORP., (Bankr.S.D.N.Y. 2001)

GONZALEZ, Judge.

Upon consideration of the motion (the "Motion") filed by Enron Corp. and certain of its affiliated entities (collectively, the "Debtors"), as debtors and debtors in possession, seeking authorization to pay (i) prepetition claims of common carriers (the "Common Carrier Charges") and warehousemen (the "Warehousemen Charges"), (ii) unpaid import duties having accrued as of the commencement of the Debtors' chapter 11 cases in favor of the United States Customs Service or the Debtors' independent customs brokers acting on the Debtors' behalf (collectively, the "Prepetition Customs Duties") and unpaid customs broker charges (the "Prepetition Customs Broker Charges"), and (iii) certain prepetition obligations owed to foreign creditors (the "Foreign Obligations"); and it appearing that the Court has jurisdiction to consider the Motion; and it appearing that the relief requested in the Motion is in the best interest of the Debtors, their estates and creditors; and it appearing that due notice of the Motion has been given and no further notice need be given; and upon the proceedings before the Court; and good and sufficient cause appearing;

IT IS HEREBY ORDERED THAT:

1. The Motion is granted.

2. The Debtors are authorized, in their discretion and the exercise of their business judgment to pay all prepetition (a) Common Carrier Charges, (b) Warehousemen Charges, (c) Prepetition Customs Duties, (d) Prepetition Broker Charges, and (e) Foreign Obligations, all on the same basis, and in accordance with the same practices and procedures, as in effect prior to the date hereof provided, however, that the Debtors may not make payments pursuant to this Order in excess of an aggregate of $21.3 million absent further order of the Court.

3. Nothing in this Order or the Motion shall be construed as prejudicing the Debtors' rights to dispute or contest the amount of or basis for any claims against the Debtors arising in connection with the Common Carrier Charges, the Warehousemen Charges, the Prepetition Customs Duties, the Prepetition Customs Broker Charges, and the Foreign Obligations.

4. Nothing in this Order or the Motion shall be deemed to constitute postpetition assumption or adoption of any agreement pursuant to section 365 of the Bankruptcy Code.

5. The Debtors shall file an accounting of any payments made pursuant to this Order as soon as practicable.