HAYNES AND BOONE, LLP
1000 Louisiana Street
Suite 4300
Houston, Texas  77002
Telephone:  (713) 547-2000
Facsimile:  (713) 547-2600
Lenard M. Parkins (LM 1703)
Mark D. Sherrill (MS 2968)

UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

In re:						§	Chapter 11
						§
	ENRON CORP, et al.,		§	Jointly Administered Under
						§	Case No. 01-10634 (AJG)
				Debtor.	§

STIPULATION AND ORDER BETWEEN NORTHERN BORDER PIPELINE COMPANY AND ENRON NORTH AMERICA CORP. RESOLVING MOTION TO COMPEL THE ASSUMPTION OR REJECTION OF EXECUTORY CONTRACTS
 AND FOR AUTHORIZATION TO TERMINATE CONTRACTS 

TO THE HONORABLE ARTHUR GONZALEZ, UNITED STATES BANKRUPTCY JUDGE:

	WHEREAS, Northern Border Pipeline Company (“NBPL”) filed a motion (“Motion”) requesting that the Court enter an order compelling Enron North America Corp. (“ENA”) to assume or reject certain natural gas transportation agreements identified in the Motion (the “Agreements”) and listed on Schedule A, attached hereto, and grant relief from the automatic stay to allow NBPL to terminate the Agreements. 
	WHEREAS, NBPL and ENA believe it is in their best interest to resolve the Motion without further litigation;
	NOW, THEREFORE, NBPL and ENA hereby stipulate and agree, (the “Stipulation and Order”) that:
1.	As of the date of entry of this Stipulation and Order by the Court (the “Effective Date”), the Agreements listed on Schedule A, with the exception of Agreement T1060F, shall be deemed rejected and terminated and NBPL shall have no further obligations or liability under those Agreements.
2.	Within five (5) business days of the Effective Date, NBPL shall post all of the capacity previously contracted for by ENA under the Agreements, except for capacity under Agreement T1060F, and follow the procedures regarding the award of the capacity as set forth in Sections 26.2, 26.3 and 26.4 of the General Terms and Conditions (“GTC”) of NBPL’s Gas Tariff with the Federal Energy Regulatory Commission (the “FERC”).  Payments actually realized by NBPL for capacity so awarded shall act as mitigation of NBPL’s claims against ENA.  ENA further reserves the right to assert that bids rejected by NBPL should count towords mitigation of NBPL’s claims.
3.	In respect of Agreement T1060F, ENA shall effect a permanent capacity release, an assumption, or a rejection on or before October 31, 2002. matters raised by NBPL in the Motion shall be heard and considered by the Bankruptcy Court on the date set for hearing to approve this Stipulation.  Notwithstanding the outcome of the hearing in respect of Agreement T1060F, NBPL and ENA agree that 1,585 Mcf/day of capacity from Port of Morgan, MT. to Manhattan, IL. through May 22, 2009 may be separated from the balance of the agreement for a permanent release to a designated replacement shipper at the maximum stated rate pursuant to Section 27.11 of the GTC of NBPL’s Gas Tariff with FERC.
4.	Prior to the effective date of a permanent release, rejection or assumption of Agreement T1060F, NBPL may act on behalf of ENA as necessary to post all of the capacity, except any capacity already subject to a partial release, and follow the procedures regarding the award of the capacity as set forth in Sections 26.2, 26.3 27.1 and 26.4 27.2 of the General Terms and Conditions (“GTC”) of NBPL’s Gas Tariff with the Federal Energy Regulatory Commission (the “FERC”).  Payments actually realized by NBPL for capacity so awarded shall act as mitigation of NBPL’s claims against ENA.  ENA further reserves the right to assert that bids rejected by NBPL should count towords mitigation of NBPL’s claims.
5.	If, for any reason, all or part of the capacity under Agreement T1060F has not otherwise been contracted for effective November 1, 2002, NBPL shall then be entitled to post the capacity and follow the procedures regarding the award of the capacity as set forth in Sections 26.2, 26.3 and 26.4 of the GTC of NBPL’s Gas Tariff with FERC and NBPL shall have no further obligations or liability for any such capacity. Payments actually realized by NBPL for capacity so awarded shall act as mitigation of NBPL’s claims against ENA.  ENA further reserves the right to assert that bids rejected by NBPL should count towords mitigation of NBPL’s claims.
6.	To the extent that the Motion sought additional relief, including the payment of administrative expenses, NBPL hereby withdraws the Motion without any prejudice to its rights, claims or interests, and ENA reserves all rights to object to such rights, claims or interests.
7.	Except as expressly provided herein, the parties hereto reserve all of their respective rights, claims objections and defenses, including without limitation, those rights, claims objections and defenses in respect of (i) any unpaid prepetition claims, (ii) any rejection damage claims under 11 U.S.C. Sections 365 and 502(a) and (iii) any unpaid administrative expense claims that could be asserted by NBPL.
8.	The hearing to consider the approval of this Stipulation and the disposition of issues raised in the Motion in respect of Agreement T1060F shall take place on __________, at _______, and ENA shall effect timely service of notice of such hearing.
Dated:	May __, 2002

HAYNES AND BOONE, LLP

						By:	______________________________
							Lenard M. Parkins
							Texas State Bar # 15518200
							Mark D. Sherrill
							Virginia State Bar # 44543
							1000 Louisiana Street
							Suite 4300
							Houston, Texas  77002
							(713) 547-2000 telephone
							(713) 547-2600 facsimile

ATTORNEYS FOR NORTHERN BORDER PIPELINE COMPANY

CADWALADER, WICKERSHAM & TAFT

						By:	______________________________
							Mark C. Ellenberg (ME6927)
							Cadwalader, Wickersham & Taft
							1201 F Street, NW
							Washington, DC  20004
							Telephone:  (202) 862-2200
							Facsimile:  (202) 862-2400

							Special Counsel to the Debtors
							And Debtors In Possession

SO ORDERED:

DATE: 						_________________________________
							UNITED STATES BANKRUPTCY JUDGE

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