UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------In re
ENRON CORP., et al.,
Debtors.
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Chapter 11
Case Nos. 01-16034 (AJG)
Jointly Administered

AMENDED ORDER PURSUANT TO SECTIONS 327(e) AND

330 OF THE BANKRUPTCY CODE AUTHORIZING THE
EMPLOYMENT, NUNC PRO TUNC, OF SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP AND AFFILIATED LAW PRACTICE
ENTITIES AS SPECIAL COUNSEL FOR DEBTORS-IN-POSSESSION
This matter having come before the Court on the application, dated
December 31, 2001 (the Application),1 of Enron Corp. (Enron)and certain of Enrons
affiliated debtor entities (collectively, the Debtors), pursuant to sections 327(e) and 330
of the Bankruptcy Code, for authorization to employ, nunc pro tunc, Skadden, Arps,
Slate, Meagher & Flom LLP and its affiliated law practice entities (collectively, Skadden,
Arps) as their Special Counsel; and the Court having reviewed the Application, the
Affidavit and Statement of John Wm. Butler, Jr., Pursuant to Bankruptcy Rules 2014 and
2016 in Support of Application of the Debtors Pursuant to Sections 327(e), 328(a) and
1

Unless otherwise defined, capitalized terms used herein shall have the meanings
ascribed to them in the Application.

330 of the Bankruptcy Code for Authorization to Employ, Nunc Pro Tunc, Skadden,
Arps, Slate, Meagher & Flom LLP and Affiliated Law Practice Entities as Special Counsel
for the Debtors-in-Possession, sworn to December 29, 2001 (the Affidavit) and the
Supplemental Affidavit and Statement of John Wm. Butler, Jr., Pursuant to Bankruptcy
Rules 2014 and 2016 in Support of Application of the Debtors Pursuant to Sections
327(e), 328(a) and 330 of the Bankruptcy Code for Authorization to Employ, Nunc Pro
Tunc, Skadden, Arps, Slate, Meagher & Flom LLP and Affiliated Law Practice Entities
as Special Counsel for the Debtors-in-Possession, sworn to January 30, 2002 (the
Supplemental Affidavit); and the Court being satisfied with the representations made in
the Application, the Affidavit and the Supplemental Affidavit that Skadden, Arps represents no interest adverse to the estates with respect to matters for which retention is
sought, that its employment is necessary to and in the best interests of the Debtors' estates,
creditors and other parties-in-interest; and it appearing that notice of the Application was
good and sufficient under the particular circumstances and that no other or further notice
need be given; and upon the record herein; and after due deliberation thereon; and good
and sufficient cause appearing therefor, it is hereby
ORDERED, ADJUDGED AND DECREED THAT:
1.

The Application is granted in its entirety.

2.

Pursuant to sections 327(e) and 330 of the Bankruptcy Code, the

retention and employment of Skadden, Arps as Special Counsel to the Debtors as of the
date of the filing of these chapter 11 cases on the terms set forth in the Application, the
Affidavit and the Supplemental Affidavit be, and hereby is, approved nunc pro tunc as of
the commencement of the chapter 11 cases and for the remainder of these chapter 11
cases, and subject to the protocol read into the record at the February 8, 2002 hearing.
3.

Skadden, Arps shall be compensated in accordance with the

substantive standards set forth in sections 327, 330 and 331 of the Bankruptcy Code and
shall file applications in compliance with the Bankruptcy Code, applicable Federal Rules of
Bankruptcy Procedure, local rules of the Court, and such other procedures as may be
fixed by order of this Court.
4.

Skadden, Arps is authorized to apply the Retainer (as defined in the

Application) to pay any fees, charges and disbursements relating to services rendered to
the Debtors prior to the Petition Date that remain unpaid as of such date and shall add and
hold the remaining portion of the Retainer for application to fees, charges and disbursements relating to postpetition services which remain unpaid at the end of the Debtors'
cases, as may be further ordered by the Court.
5.

Skadden, Arps shall not render any bankruptcy or insolvency advice

to Enron or its affiliates with respect to any structured special purpose or off-balance sheet
3

vehicles for which Skadden, Arps provided advice, if any, to Enron or any of its affiliates
prior to December 2, 2001.
6.

The requirement set forth in Rule 9013-1(b) of the Local Rules that

any motion or other request for relief be accompanied by a memorandum of law is hereby
deemed satisfied by the contents of the Application.
Dated:

New York, New York

February 25, 2002

s/Arthur J. Gonzalez
United States Bankruptcy Judge