IN RE ENRON CORP

ARTHUR GONZALEZ, Bankruptcy Judge

Upon the motion of Enron Energy Services, Inc. ("Debtor") for an order pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, directing (A) the production of documents by Carr Pattern Co. Inc. ("Counterparty") and (B) the examination of Counterparty, by a representative, and/or the examination of an individual, designated by Debtor, believed to have knowledge of relevant matters (the "Motion"); and no notice of the Motion being required and sufficient cause appearing therefore, it is hereby

ORDERED that the Motion is granted in its entirety; and it is further

ORDERED that Debtor is hereby authorized to issue a subpoena or other process to compel the production of documents ("Document Request Subpoena") and the Counterparty is directed to produce in response to the Document Request Subpoena all responsive documents described in Exhibit A annexed hereto so as to be received within thirty-one (31) days of service of the Document Request Subpoena, subject to any documents withheld under a claim of privilege, by delivery via overnight courier, or such other means as Counterparty may elect, to Cadwalader, Wickersham Taft LLP, One World Financial Center, New York, New York 10281, Attention: Barry J. Dichter; and it is further

ORDERED that Counterparty is directed to provide a privilege log in accordance with Rule 7026 of the Federal Rules of Bankruptcy Procedure by delivery via overnight courier, or such other means as Counterparty may elect, to Cadwalader, Wickersham Taft LLP, One World Financial Center, New York, New York 10281, Attention: Barry J. Dichter to be received not later than thirty-one (31) days of the date of service of the Document Request Subpoena; and it is further

ORDERED that Debtor is authorized to issue the following subpoenas compelling oral examinations under oath: (i) a subpoena compelling Counterparty, by a representative, to testify concerning the matters specified in Exhibit B hereto (the "Counterparty Subpoena"); and (ii) a subpoena (the "Individual Subpoena") compelling an individual designated by Debtor believed to have knowledge of relevant matters to testify; and it is further

ORDERED that the examinations conducted pursuant to the Counterparty Subpoena or the Individual Subpoena: (i) shall be upon fourteen (14) days' notice to the person or entity to be examined; (ii) may not be scheduled for a date less than thirty (30) days from the date of service of the Document Request Subpoena; and (iii) shall be conducted within 100 miles of Counterparty or other person to be examined, at a location to be determined by Debtor, unless otherwise agreed between Counterparty or other person to be examined and Debtor; and it is further

ORDERED that Debtor may adjourn the date for any examination to a later date on not less than seven (7) days' notice to the person or entity to be examined; and it is further

ORDERED that this Order shall be effective and enforceable immediately upon entry, provided, however, that Counterparty may object to the Order as provided in the Order Establishing Expedited Procedures For Granting Certain Examinations Under Rule 2004 of the Federal Rules of Bankruptcy Procedure, entered by this Court on December 4, 2003 (the "Rule 2004 Order") a copy of which Debtor shall serve with this Order; and it is further

ORDERED that, unless otherwise ordered by this Court, no objections to this Order or to any subpoena issued pursuant to this Order shall be heard if not timely filed and served as provided in the Rule 2004 Order; and it is further

ORDERED that the Order is without prejudice to the rights of Debtor to apply for further discovery of Counterparty, or of any other person or entity.

IT IS SO ORDERED.

EXHIBIT A

EXHIBIT A

ANNEX A DEFINITIONS

Unless otherwise specified, the following terms shall have the meanings set forth below:

"Accounts Receivable" shall mean all amounts invoiced, billed or demanded by Debtor for goods or services provided to Counterparty by Debtor under an Agreement and all other amounts invoiced, billed or demanded by Debtor under an Agreement, and interest on all such amounts, excluding any amounts that become payable solely after a default and termination of an Agreement, and excluding any amounts that Debtor recognizes as having been paid.

"And" and "or" shall be construed either disjunctively or conjunctively as necessary to bring within the scope of the subpoena all responses that might otherwise be construed to be outside its scope.

"Agreement" means each contract entered into between Counterparty and Debtor.

"All" includes "any" and vice versa.

"Communications" means the transmittal of information in the form of facts, ideas, inquiries or otherwise, whether orally or in writing or by any other means or medium.

"Concerning" means relating to, referring to, describing, evidencing or constituting.

"Counterparty" means Carr Pattern Co. Inc. (including, without limitation, as successor or assignee to any other Person), its agents and representatives, and any successors and assignees.

"Debtor" means Enron Energy Services, Inc., for itself or as successor or assignees of any other Person, and any successors and assignees.

"Demand For Payment" means all Documents or Communications between Debtor and Counterparty requesting payment under an Agreement, including, but not limited to, invoices, demand letters, and notes of or with respect to telephone conversations.

"Document" shall have the broadest meaning permitted by the Federal Rules of Civil Procedure, the Federal Rules of Bankruptcy Procedure and the rules of this Court, and includes, without limitation, all originals, copies (if the originals are not available), non-identical copies (whether different from the original because of underlining, editing marks, notes made on or attached to such copy, or otherwise) and drafts of the following items, whether printed, mechanically produced or recorded (through sound, video or other electronic, magnetic or digital recording system) or reproduced by hand, including, but not limited to, letters, correspondence, telegrams, telexes, memoranda, records, summaries of personal conversations or interviews, minutes or records or notes of meetings, conferences or telephone conferences, note pads, notebooks, postcards, "Post-It" notes, stenographic notes, opinions or reports of financial advisors or consultants, opinions or reports of experts, projections, financial or statistical statements or compilations, contracts, agreements, appraisals, analyses, purchase orders, confirmations, publications, articles, books, pamphlets, circulars, microfilm, microfiche, reports, studies, logs, surveys, diaries, calendars, appointment books, maps, charts, graphs, bulletins, photostats, speeches, data sheets, pictures, photographs, illustrations, blueprints, films, drawings, plans, tape recordings, videotapes, disks, diskettes, compact disks, data tapes or readable computer-produced interpretations or transcriptions thereof, electronically transmitted messages ("e-mail"), voice mail messages, interoffice communications, advertising, packaging and promotional materials and any other writings, papers and tangible things of whatever description whatsoever, including, but not limited to any information contained in any computer, even if not yet printed out, within your possession, custody or control.

"Person" means an individual, partnership, corporation, limited liability company, governmental unit and any other entity.

All references to the singular in these definitions and requests shall be deemed to include the plural, and references to the plural shall be deemed to include the singular.

INSTRUCTIONS

A. The Documents requested herein are to be produced (i) as they are kept in the usual course of business or (ii) organized and labeled to correspond to the numbered paragraphs and/or categories of particular requests, and if responsive to more than one request, produced in response to the first request to which it is responsive. If there are no Documents responsive to a particular numbered paragraph and/or category, so state in writing.

B. For each Document responsive to the requests, but withheld under a claim of privilege, the following information shall be provided:

(1) the nature of the privilege (including work product) which is being claimed and, if applicable, the state rule or law governing such claim;

(2) the identity of all Persons who have or have had access, or purport to have or have had access, to said Document;

(3) the type of Document;

(4) the general subject matter of the Document;

(5) the date of the Document;

(6) such information as is sufficient to identify the Document, including, where appropriate, the Document author(s), addressee(s), and where not apparent, the relationship between the author(s) and addressee(s).

C. All Documents produced in response to the requests shall be provided in their entirety notwithstanding the fact that portions thereof may contain information not requested. All interim as well as final versions of the Document shall be produced, and all versions or copies that are not identical to the original or other produced copy of the Document, whether due to handwritten notations, modifications, changes, amendments, revisions or otherwise, shall be produced.

D. If any requested Document has been destroyed or discarded, or is no longer in existence, that Document is to be identified by stating:

(1) the information called for in Instruction "B" above;

(2) its date of destruction or discard;

(3) the manner and reason for its destruction or discard; and

(4) the identity of the Document's last custodian and of each person responsible for the Document's destruction or unavailability.

E. If any requested Document was, but no longer is in Counterparty's possession, state all circumstances of its disposition and whether any copy is in the possession, custody or control of some other person and indicate why the Document or a copy cannot be produced.

F. Where anything has been deleted from a Document produced:

(1) specify the nature of the material deleted;

(2) specify the reason(s) for the deletion; and

(3) identify the person(s) responsible for the deletion.

(4) If any request herein cannot be complied with in full, it shall be complied with to the extent possible with an explanation as to why full compliance is not possible.

DOCUMENTS REQUESTED

1. All Documents Concerning any Agreement entered into between Counterparty and Debtor.

2. All Documents Concerning any alleged breaches by Debtor of an Agreement.

3. All Documents Concerning any breaches by Counterparty of an Agreement.

4. All Documents Concerning Communications between Counterparty and any other Person (including, without limitation, Debtor) Concerning an Agreement, without limitation, Communications with accountants and outside consultants.

5. All Documents Concerning Communications between or among officers, directors, employees, representatives or agents of Counterparty Concerning an Agreement.

6. All Documents Concerning expenses or damages incurred by Counterparty as a result of any breach of an Agreement.

7. All Documents Concerning any amounts due to Debtor, or claimed by Debtor to be due (if any), under any Agreement, including, without limitation, (i) each Demand For Payment and (ii) all Documents Concerning Accounts Receivable, including, without limitation, all invoices Debtor claims have not been paid in full and evidence of payments (such as a cancelled check or documentation of a wire transfer of funds) to Debtor under each Agreement.

8. All Documents Concerning Counterparty's failure to comply with a Demand For Payment, including, without limitation, any defenses to any Demand For Payment or to payment to Debtor of amounts claimed by Debtor to be owed under any Agreement.

9. All Documents Concerning the identity of each Person who participated in any way at any time in the decision to not comply with a Demand For Payment (including, without limitation, such Person's position at the time of such decision), and, for each Person not currently employed by Counterparty, the address of such Person's residence.

10. All Documents Concerning each of Counterparty's allegations asserted in any telephone conversations, letters, facsimile or e-mail correspondence between Counterparty and Debtor as a justification for not complying with a Demand For Payment.

11. All Documents Concerning any payment made or received by Counterparty Concerning any Agreement and the application of such payment(s).

12. Counterparty's current accounts payable ledger and accounts receivable ledger, and any other list of Counterparty's accounts receivable and accounts payable, in each case, Concerning an Agreement.

13. All Documents Counterparty would anticipate introducing in any action or proceeding Concerning any Agreement or Demand For Payment.

14. All Documents (i) describing or constituting any policy or practice of Counterparty Concerning the retention or destruction of Documents and (ii) Concerning the destruction or unavailability of any Documents requested hereunder.

EXHIBIT B RULE 30(b)(6) TOPIC LIST

1) Any Agreement entered into between Counterparty and Debtor.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in Annex A to the Document Request Subpoena (as defined in the Motion).

2) Any alleged breaches by Debtor of an Agreement.

3) Any breaches by Counterparty of an Agreement.

4) Communications between Counterparty and any other Person (including, without limitation, Debtor) Concerning an Agreement, without limitation, Communications with accountants and outside consultants.

5) Communications between or among officers, directors, employees, representatives or agents of Counterparty Concerning an Agreement.

6) Expenses or damages incurred by Counterparty as a result of any breach of an Agreement.

7) Any amounts due to Debtor, or claimed by Debtor to be due, under any Agreement, including, without limitation, (i) each Demand For Payment and (ii) all Documents Concerning Accounts Receivable, including, without limitation, all invoices Debtor claims have not been paid in full and evidence of payments (such as a cancelled check or documentation of a wire transfer of funds) to Debtor under each Agreement.

8) Counterparty's failure to comply with a Demand For Payment, including, without limitation, any defenses to any Demand For Payment or to payment to Debtor of amounts claimed by Debtor to be owed under any Agreement.

9) The identity of each Person who participated in any way at any time in the decision to not comply with a Demand For Payment (including, without limitation, such Person's position at the time of such decision).

10) Each of Counterparty's allegations asserted in any telephone conversations, letters, facsimile or e-mail correspondence between Counterparty and Debtor as a justification for not complying with a Demand For Payment.

11) Any payment made or received by Counterparty Concerning any Agreement and the application of such payment(s).

12) Counterparty's current accounts payable ledger and accounts receivable ledger, and any other list of Counterparty's accounts receivable and accounts payable, in each case, Concerning an Agreement.

13) Any policy or practice of Counterparty Concerning the (i) retention or destruction of Documents and (ii) destruction or unavailability of any Documents requested hereunder.