Exhibit 99.2
SETTLEMENT AGREEMENT AND RELEASE
SETTLEMENT AGREEMENT AND RELEASE (the "Settlement
Agreement"), dated as of October 4, 2006, by and among Enron Corp.
("ENE"),
Enron North America Corp. ("ENA"), Enron Energy Services, Inc.
("EESI"), Enron
Power Marketing, Inc. ("EPMI") and Enron Energy Services, LLC
("EESLLC" and,
collectively, with Enron, ENA, EESI, EPMI, and EESLLC, "Enron"),
Cortez Energy
Services, LLC ("Cortez"), McGarret I, LLC ("McGarret I"), McGarret
II, LLC
("McGarret II"), McGarret III, LLC ("McGarret III"), EES Warrant
Trust ("EES
Trust" and, collectively with Cortez, McGarret I, McGarret II, and
McGarret
III, the "Non-Debtor Enron Entities"), NewPower Holdings, Inc.
("NewPower
Holdings"), The New Power Company ("NewPower Company"), TNPC
Holdings, Inc.
("TNPC Holdings" and, collectively with NewPower Holdings and
NewPower
Company, "NewPower"), and Rufus T. Dorsey, IV (the "Examiner"),
examiner for
NewPower Holdings and TNPC Holdings. Enron, as reorganized, the
Non-Debtor
Enron Entities, NewPower, as reorganized, and the Examiner are each
a "Party"
hereto and are referred to herein, collectively, as the
"Parties".
RECITALS
A. On March 14, 2001, Enron and NewPower entered into a
Master Cross-Product Netting, Setoff, and Security Agreement (the
"Master
Agreement") concerning a series of commodity purchase and swap
transactions.
B. On October 18, 2001, Enron and NewPower amended the
Master Agreement through the Second Amendment to Master Netting
Agreement (the
"Second Agreement"), pursuant to which Enron held approximately $70
million in
collateral posted by NewPower (the "Pledged Collateral") and Enron
secured
claims against NewPower for an additional $28 million (the "Secured
Claims").
C. Enron and the Non-Debtor Enron Parties, collectively,
presently own 31,666,800 shares of NewPower Holdings common stock
(the "Enron
Shares"), and 24,117,800 warrants for the purchase of NewPower
Holdings common
stock (the "EES Warrants" and, collectively with the Enron Shares,
the "Enron
Equity Interests"), collectively representing approximately 43.8%
of the total
outstanding equity ownership of NewPower.
D. On December 2, 2001, and periodically thereafter, ENE and
certain of its affiliated entities filed voluntary petitions for
relief
pursuant to chapter 11 of title 11 of the United States Code (the
"Bankruptcy
Code") in the United States Bankruptcy Court for the Southern
District of New
York (the "Enron Bankruptcy Court"), jointly administered as Case
No. 01-16034
(AJG) (the "Enron Chapter 11 Case");
E. Following commencement of the Enron Chapter 11 Case,
Enron and NewPower negotiated a resolution of disputes arising
under several
contracts between NewPower and Enron, including the Master
Agreement and the
Second Agreement (the "First NewPower Settlement"), whereby
NewPower allowed
Enron to foreclose on the Pledged Collateral and NewPower gave
Enron a secured
note in the amount of $28 million (the "Secured Note") in payment
of the
Secured Claims.
<PAGE>
F. On March 1, 2002, Enron filed a motion (the "NewPower
Settlement Motion"), pursuant to Rule 9019 of the Federal Rules of
Bankruptcy
Procedure (the "Bankruptcy Rules"), seeking the Enron Bankruptcy
Court's
approval of the First NewPower Settlement and, on March 28, 2002,
following
notice and hearing, the Enron Bankruptcy Court entered an order
(the "First
NewPower Settlement Order"), authorizing and approving the First
NewPower
Settlement.
G. On June 11, 2002, NewPower and certain of its affiliates
filed petitions for relief pursuant to chapter 11 of title 11 of
the
Bankruptcy Code in the United States Bankruptcy Court for the
Northern
District of Georgia, Newnan Division (the "NewPower Bankruptcy
Court"),
jointly administered as Case No. 02-108351 (WHD) (the "NewPower
Chapter 11
Cases").
H. Enron filed timely proofs of claim in each of the
NewPower Chapter 11 Cases, asserting secured claims in excess of
$28,000,000
for outstanding principal and interest due and owing on the Secured
Note
pursuant to the First NewPower Settlement, plus attorneys' fees and
expenses
incurred in connection therewith (collectively, the "Enron
Claims").
I. On November 1, 2002, NewPower advised Enron that neither
NewPower nor the statutory committee of unsecured creditors
appointed in the
NewPower Chapter 11 Cases (the NewPower Committee") could find any
basis for
objecting to the Enron Claims, and, as a result thereof, on or
about November
5, 2002, NewPower paid to Enron $28,485,958.30 pursuant to the
terms and
conditions of a cash collateral order entered in the NewPower
Chapter 11
Cases.
J. NewPower and the NewPower Committee filed objections with
the NewPower Bankruptcy Court to Enron's claim for attorneys' fees
and costs.
On or about January 15, 2003, NewPower, Enron, and the NewPower
Committee
entered into a settlement, approved by the NewPower Bankruptcy
Court, pursuant
to which NewPower agreed to pay $137,000 in attorney's fees and
costs to
Enron, and Enron agreed to withdraw the Enron Claims (the "Second
NewPower
Settlement").
K. On January 17, 2003, the NewPower Bankruptcy Court
entered an Order Approving United States Trustee's Motion for
Appointment of
an Examiner and Denying Motion for Appointment of Committee of
Equity Security
Holders, and on March 12, 2003, the NewPower Bankruptcy Court
entered a
Consent Order Amending and Clarifying the Examiner Order
(collectively, the
"Examiner Order").
L. On February 12, 2003, with respect to NewPower, and
August 15, 2003, with respect to NewPower Holdings and TNPC
Holdings, the
NewPower Bankruptcy Court entered orders (the "NewPower
Confirmation Orders")
confirming the Second Amended Chapter 11 Plan of the NewPower
Debtors (the
"NewPower Plan").
M. On February 14, 2003, the NewPower Bankruptcy Court
issued an order (the "Second NewPower Settlement Order") approving
the Second
NewPower Settlement, and shortly thereafter, the Second NewPower
Settlement
was consummated.
N. On July 15, 2004, the Enron Bankruptcy Court entered an
order (the "Enron Confirmation Order") confirming the Supplemental
Modified
Fifth Amended Joint Plan
2
<PAGE>
of Affiliated Debtors Pursuant to Chapter 11 of the United States
Bankruptcy
Code, dated July 2, 2004 (the "Enron Plan") and thereafter, on
November 17,
2004, the Plan was consummated and Enron emerged from chapter
11.
O. On September 17, 2004, the NewPower Bankruptcy Court
entered an order (the "Interim Distribution Order") (1) authorizing
NewPower
to make interim distributions to certain holders of equity
interests in the
NewPower Chapter 11 Cases and (2) directing NewPower to establish
an
interest-bearing account, entitled "Reserve for Shareholder
Distributions",
into which NewPower deposited $30,806,204 on behalf of Enron and
the
Non-Debtor Enron Entities (the "Enron Reserve").
P. On September 24, 2004, the Examiner commenced litigation
entitled Rufus T. Dorsey, IV, Examiner for NewPower Holdings, Inc.
and TNPC
Holdings, Inc. v. Enron Corp., et al., Adv. Pro. No. 04-04303, in
the Enron
Bankruptcy Court (the "Adversary Proceeding") seeking to recover
NewPower's
prior payment on the Secured Note, recharacterize the indebtedness
evidenced
by the Secured Note as equity in NewPower Holdings, and to
equitably
subordinate all of the equity interests in NewPower Holdings held
or asserted
by Enron and the Non-Debtor Enron Entities.
Q. On March 29, 2005, the Examiner, through his counsel
Parker, Hudson, Rainer & Dobbs LLP (the "Examiner's Counsel"),
filed a
pleading in the NewPower Bankruptcy Court entitled "Objection of
Examiner to
Equity Interests of Enron Parties" (the "Objection"), seeking to
disallow the
Enron Equity Interests.
R. In response to the Objection, Enron filed a motion (the
"Sanctions Motion") in the Enron Bankruptcy Court, seeking an order
enforcing
the automatic stay and Enron Plan injunction, and imposing
sanctions on the
Examiner and the Examiner's Counsel for a knowing violation of the
automatic
stay in the Enron Chapter 11 Case.
S. The Enron Bankruptcy Court and the NewPower Bankruptcy
Court thereafter entered orders referring Enron and the Examiner to
mediation
and staying further pursuit of the Adversary Proceeding, the
Objection, and
the Sanctions Motion (collectively, the "Pending Litigation")
pending
completion of such mediation.
T. As represented by NewPower in the NewPower Debtor's
Monthly Financial Reports (Business) for the Period from 5/31/06 to
6/30/2006
filed by NewPower with the NewPower Bankruptcy Court (the "NewPower
June
Report"), as of June 30, 2006, the Enron Reserve held
$31,169,375.49, for the
benefit of Enron and the Non-Debtor Enron Entities.
U. As represented by NewPower in the NewPower June Report,
NewPower maintains an interest-bearing money market account which,
as of June
30, 2006, held $16,277,571.50 (the "NewPower Money Market
Account"), as part
of the NewPower bankruptcy estate.
V. Enron, the Non-Debtor Enron Entities, NewPower and the
Examiner wish to avoid the risks and expenses attendant to the
Pending
Litigation, and, without any Party admitting fault, liability or
wrongdoing,
to resolve the issues surrounding the Pending Litigation
3
<PAGE>
as set forth in this Settlement Agreement, subject to approval by
the Enron
Bankruptcy Court and the NewPower Bankruptcy Court.
NOW THEREFORE, for fair consideration and reasonably
equivalent value for the exchanges and releases contemplated
herein, the
Parties hereby agree as follows:
AGREEMENT
ARTICLE I
DEFINITIONS
For purposes of this Settlement Agreement, the following
terms shall have the following meanings:
1.1 Affiliates. A Person directly or indirectly controlled by,
controlling, or under common control with, another Person. For the
purposes of
this definition, "control" means, when used with respect to any
Person, the
possession, directly or indirectly, of the power to direct or cause
the
direction of the management and policies of such Person, whether
through the
ownership of voting securities, by contract or otherwise.
1.2 Allowed. The term "Allowed" shall have the meaning ascribed
to such term in the NewPower Plan.
1.3 Applicable Law. Any statute, law, rule or regulation or any
judgment, order, consent order, stipulated agreement, ordinance,
writ,
injunction or decree of any Governmental Entity.
1.4 Business Day. A day other than a Saturday, Sunday, or any
other day on which commercial banks are required or authorized to
close by law
or executive order.
1.5 Effective Date. The date this Settlement Agreement shall
become effective pursuant to Section 5.1 hereof.
1.6 Enron Reserve. The amount held in the reserve established
by
NewPower on account of the Enron Equity Interests pursuant to the
Interim
Distribution Order, which reserve amount, including principal and
accrued
interest, totaled $31,169,375.49 as of June 30, 2006.
1.7 Enron Reserve Distribution. An amount equal to the balance
of the Enron Reserve reflected on the NewPower June Report, plus
any and all
interest accrued on such balance after June 30, 2006, minus
$5,725,000.
1.8 Final Order. An order of a court after which the time to
appeal, petition for certiorari, or move for reargument or
rehearing has
expired and as to which no appeal, petition for certiorari, or any
other
proceedings for reargument or rehearing shall then be pending or as
to which
any right to appeal, petition for certiorari, reargue, or rehear
shall have
been waived in writing in form and substance satisfactory to the
Parties or,
in the event that an appeal, writ of certiorari, or reargument or
rehearing
thereof has been sought, such order shall have been determined by
the highest
court to which such order was appealed, or certiorari, reargument
or
4
<PAGE>
rehearing shall have been denied and the time to take any further
appeal,
petition for certiorari or move for reargument or rehearing shall
have expired;
provided, however, that the possibility that a motion under Section
502(j) of
the Bankruptcy Code, Rule 59 or Rule 60 of the Federal Rules of
Civil Procedure,
or any comparable rule under the Bankruptcy Rules, may be filed
with respect
to such order shall not cause such order not to be a Final Order;
provided
further, that an order that is subject to appeal may be treated as
a Final
Order if no stay of such order has been obtained or is in effect,
and the
Parties consent to treating such order as a Final Order.
1.9 Governmental Entity. Any domestic court or tribunal in any
domestic jurisdiction or any federal, state, municipal or local
government or
other governmental body, agency, authority, district, department,
commission,
board, bureau, or other instrumentality, arbitrator or arbitral
body (domestic
or foreign), including any joint action agency, public power
authority, public
utility district, or other similar political subdivision.
1.10 Person. Any individual, corporation, partnership, joint
venture, trust, limited liability company, unincorporated
organization,
Governmental Entity or other entity.
ARTICLE II
COMPROMISE AND SETTLEMENT
2.1 Enron Claims and Enron Equity Interests. Upon the Effective
Date:
a. The Enron Claims and Enron Equity Interests shall be
fully and finally Allowed for all purposes in the NewPower
Bankruptcy Case.
b. NewPower's and the Examiner's signature on this
Settlement Agreement shall constitute their written consent to
allowance of
the Enron Equity Interests and the Enron Claims as required by
Section 12.1(a)
of the NewPower Plan.
c. Enron and the
Non-Debtor Enron Entities shall receive any
and all distributions from the NewPower bankruptcy estate to which
they are
entitled on account of the Enron Equity Interests under the
Interim
Distribution Order, the NewPower Plan, and this Settlement
Agreement.
Provided, however, that Enron and the Non-Debtor Enron Parties
hereby waive
their rights to receive the first $5,725,000 (the "Settlement
Amount") of the
Enron Reserve, and such amount shall be retained by NewPower in
full and final
settlement of any and all disputes relating to the allowance or
disallowance,
validity or invalidity, and priority or subordination of the Enron
Claims and
the Enron Equity Interests.
2.2 Enron Reserve Distribution. On the Effective Date, NewPower
shall transfer the Enron Reserve Distribution to Enron and the
Non-Debtor
Enron Entities in amounts representing each such entity's
respective ownership
of the Enron Equity Interests as of the date of this Settlement
Agreement, as
follows:
a. To Enron Energy Services, LLC: JPMorgan Chase Bank, ABA
Number 021000021; Credit: Enron Estate Collections, Account Number
304-194077;
Reference: [NewPower/EESLLC settlement];
5
<PAGE>
b. To Cortez Energy Services, LLC: JPMorgan Chase Bank, ABA
Number 021000021; Credit Enron Estate Consolidated Non-Debtor
Account Number
904-119270; Reference [NewPower/Cortez settlement];
c. To McGarret I: JPMorgan Chase Bank, ABA Number 021000021;
Credit Enron Estate Consolidated Non-Debtor Account Number
904-119270;
Reference [NewPower/McGarret I settlement];
d. To McGarret II: JPMorgan Chase Bank, ABA Number
021000021; Credit Enron Estate Consolidated Non-Debtor Account
Number
904-119270; Reference [NewPower/McGarret II settlement];
e. To McGarret III: JPMorgan Chase Bank, ABA Number
021000021; Credit Enron Estate Consolidated Non-Debtor Account
Number
904-119270; Reference [NewPower/McGarret III settlement]; and
f. To EES Trust: JPMorgan Chase Bank, ABA Number 021000021;
Credit Enron Estate Consolidated Non-Debtor Account Number
904-119270;
Reference [NewPower/EES Warrant Trust settlement];
2.3 Future Distributions. As of the Effective Date and
following
completion of the Enron Reserve Distribution:
a. On or before December 14, 2006, NewPower shall make a
distribution of the balance of the NewPower Money Market Account,
less (i) an
amount, determined by NewPower in its sole and absolute discretion,
to be held
in reserve sufficient to pay any reasonable expenses incurred or to
be
incurred in the NewPower Chapter 11 Cases and (ii) any amounts
allocable to
the equity interests held by Lou Pai or Lanna Pai, to all holders
of equity in
the NewPower Chapter 11 Cases, including, but not limited to, Enron
and the
Non-Debtor Enron Entities (the "Subsequent NewPower Distribution"),
which
amount of reasonable expenses and amounts allocable to the equity
interests of
Lou Pai or Lanna Pai shall be disclosed, in the aggregate, in a
filing to be
made with the NewPower Bankruptcy Court on or before the Subsequent
NewPower
Distribution. Each of Enron and the Non-Debtor Enron Entities shall
be
entitled to receive their pro rata portion of the Subsequent
NewPower
Distribution in amounts representing their respective ownership of
the Enron
Equity Interests as of the date of this Settlement Agreement.
b. Distributions to holders of equity interests in the
NewPower Chapter 11 Cases occurring after the Subsequent NewPower
Distribution
(collectively, the "Future Distributions") shall be paid solely to
ENE at
JPMorgan Chase Bank, ABA Number 021000021, Enron Estate Collections
account
number 304-194077, reference "NewPower/Enron Settlement." In any
Future
Distributions, and based upon the deemed cancellation pursuant to
the
provisions of Section 2.6 hereof; (a) ENE shall be deemed to be the
owner of:
(i) the McGarret Shares, (ii) the Enron Equity Interests held by
EESLLC as of
the date of this Settlement Agreement; (iii) the Enron Equity
Interests held
by Cortez as of the date of this Settlement Agreement, and (iv) the
Enron
Equity Interests held by the EES Trust immediately following
exercise of the
EES Warrants pursuant to Section 2.5 of this Settlement Agreement;
and (b) ENE
shall be entitled to
6
<PAGE>
receive any Future Distributions as a result of such deemed
ownerships in
amounts calculated pursuant to the methodology employed to make any
Future
Distributions to entities other than Enron and the Non-Debtor Enron
Entities.
2.4 Treatment of Settlement Amount. Notwithstanding any
provision to the contrary in the NewPower Plan or Section 2.3
hereof, Enron
and the Non-Debtor Enron Entities shall not directly receive any
subsequent
pro rata distribution of the Settlement Amount (the "Settlement
Amount
Distribution") to the holders of allowed equity interests in
NewPower Holdings
in accordance with the NewPower Plan; provided, however, that
nothing
contained herein shall be construed or applied to preclude Enron
and the
Non-Debtor Enron Entities from indirectly receiving any portion of
the
Settlement Amount Distribution by virtue of Enron's or the
Non-Debtor Enron
Entities' claims against or ownership interests in LJM2-TNPC,
LLC.
2.5 Exercise of EES Warrants. On the Effective Date, the EES
Warrants shall be converted to common shares in NewPower Holdings
through a
cashless exercise of the EES Warrants pursuant to the formula set
forth in
Exhibit A to the NewPower Plan.
2.6 Cancellation of Certain Enron Shares: Immediately following
distribution of the Subsequent NewPower Distribution, and subject
to the
provisions of Section 2.3 hereof, the Enron Shares held by (i)
McGarrett I,
McGarrett II, and McGarrett III (collectively, the "McGarrett
Shares"), (ii)
the EES Trust (the "EES Shares"), (iii) EESLLC (the "EESLLC
Shares"), and (iv)
Cortez (the "Cortez Shares"), shall be cancelled and neither
McGarrett I,
McGarrett II, McGarrett III, the EES Trust, Cortez, nor EESLLC
shall have any
further ownership interest in NewPower.
2.7 Resolution of Pending Litigation. On or before the
expiration of five (5) Business Days following the Effective Date,
each of the
Parties shall take the following actions to resolve the Pending
Litigation:
a. The Examiner shall dismiss the Adversary Proceeding with
prejudice and shall file a notice of such dismissal in
substantially the form
annexed hereto as Exhibit "A" with the clerk of the Enron
Bankruptcy Court;
b. The Examiner shall withdraw the Objection with prejudice
and shall file a notice of such withdrawal in substantially the
form annexed
hereto as Exhibit `B" with the Clerk of the NewPower Bankruptcy
Court; and
c. Enron shall withdraw the Sanctions Motion with prejudice
and shall file a notice of such withdrawal in substantially the
form annexed
hereto as Exhibit "C" with the Clerk of the Enron Bankruptcy
Court.
2.8 Examiner Involvement. Notwithstanding any provision
contained in this Article II to the contrary, Enron, the Non-Debtor
Enron
Entities and NewPower agree that (a) Sections 2.3, 2.5 and 2.6
hereof
represent an agreement and understanding among Enron, the
Non-Debtor Enron
Entities and NewPower and the Examiner is not intended to be a
party thereto
and shall have no obligation or liability to any Party with respect
to such
provisions, and (b) in the event that a dispute arises with respect
to the
interpretation, performance or enforcement of Section 2.3, 2.5, 2.6
or 5.3(c)
hereof, and litigation, arbitration or mediation is commenced to
resolve
7
<PAGE>
such dispute, none of Enron, the Non-Debtor Enron Entities and
NewPower shall
name or seek to add the Examiner as a party to such litigation,
arbitration or
mediation, and the resolution of such dispute, whether by judgment,
agreement
or otherwise, shall not impose any obligation or liability upon the
Examiner;
provided, however, that, in the event that any such dispute is
resolved by an
agreement of Enron, the Non-Debtor Enron Entities and NewPower to
amend
Section 2.3, 2.5, 2.6 or 5.3(c) hereof, the Examiner shall consent
thereto as
a Party provided that such amendment does not impose any obligation
or
liability upon the Examiner and does not conflict with any of the
rights,
remedies or duties of the Examiner in accordance with the Examiner
Order.
ARTICLE III
MUTUAL WAIVERS AND RELEASES
3.1 Releases by Enron. As of the Effective Date and completion
of the Enron Reserve Distribution:
a. Enron, for itself, its successors and assigns, and all
Persons claiming by, through or under any of them, hereby waives,
releases and
forever discharges NewPower and its Affiliates and each of their
past, present
and future officers, directors, partners, members, employees,
agents,
attorneys and servants (collectively, the "NewPower Released
Parties") from
any and all claims, proofs of claim, obligations, demands, actions,
causes of
action and liabilities, of whatsoever kind and nature, character
and
description, whether in law or equity, whether sounding in tort,
contract or
under other Applicable Law, whether known or unknown, matured or
unmatured,
anticipated or unanticipated, which Enron and its successors and
assigns ever
had, now have or may ever have, arising from any event,
transaction, matter,
circumstance or fact in any way arising out of, arising as a result
of,
related to, with respect to or in connection with or based in whole
or in part
on the Master Agreement, the Second Agreement, the First NewPower
Settlement,
the Second NewPower Settlement, or any other matter raised in or
related to
the Pending Litigation, including, but not limited to, any event,
transaction,
matter, circumstance or fact concerning the Master Agreement, the
Second
Agreement, the First NewPower Settlement, the Second NewPower
Settlement, or
the Pending Litigation that is or may be disclosed as a result of
the Enron
Investigative Matters, as defined in Section 4.4 hereof
(collectively referred
to herein as the "Enron Causes of Action"); provided, however,
that, except as
provided in Sections 2.1 and 2.4 hereof, Enron does not hereby
waive, release
or discharge any of the NewPower Released Parties from any of
their
obligations under: (i) this Settlement Agreement, (ii) the NewPower
Plan,
(iii) the NewPower Confirmation Order, (iv) the Enron Plan, (v) the
Enron
Confirmation Order, or (vi) the Interim Distribution Order; and,
provided,
further, that, notwithstanding the foregoing proviso, upon the
Effective Date
and (1) the withdrawal of the Objection and the Adversary
Proceeding and (2)
the completion of the Enron Reserve Distribution, Enron shall
waive, release
and discharge the NewPower Released Parties from any claims and
causes of
action with respect to the Enron Plan and the Enron Confirmation
Order as such
claims and causes of action relate to the Sanctions Motion.
b. Enron, for itself, its successors and assigns, and all
Persons claiming by, through or under any of them, hereby waives,
releases and
forever discharges the Examiner and his Affiliates and each of
their past,
present and future officers, directors, partners, members,
employees, agents,
attorneys and servants (collectively, the "Examiner Released
Parties") from
8
<PAGE>
the Enron Causes of Action; provided, however, that, except as
provided in
Sections 2.1 and 2.4 hereof, Enron does not hereby waive, release
or discharge
the Examiner Released Parties from any of their obligations under
(i) this
Settlement Agreement, (ii) the NewPower Plan, (iii) the NewPower
Confirmation
Order, (iv) the Enron Plan, (v) the Enron Confirmation Order, or
(vi) the
Interim Distribution Order; and, provided, further, that,
notwithstanding the
foregoing proviso, upon the Effective Date (1) and the withdrawal
of the
Objection and the Adversary Proceeding and (2) the completion of
the Enron
Reserve Distribution, Enron shall waive, release and discharge the
Examiner
Released Parties from any claims and causes of action with respect
to the
Enron Plan and the Enron Confirmation Order as such claims and
causes of
action relate to the Sanctions Motion.
3.2 Releases by the Non-Debtor Enron Entities. As of the
Effective Date and completion of the Enron Reserve
Distribution:
a. The Non-Debtor Enron Entities, for themselves, their
successors and assigns, and all Persons claiming by, through or
under any of
them, hereby waive, release and forever discharge the NewPower
Released
Parties from any and all claims, proofs of claim, obligations,
demands,
actions, causes of action and liabilities, of whatsoever kind and
nature,
character and description, whether in law or equity, whether
sounding in tort,
contract or under other Applicable Law, whether known or unknown,
matured or
unmatured, anticipated or unanticipated, which the Non-Debtor Enron
Entities
and their successors and assigns ever had, now have or may ever
have, arising
from any event, transaction, matter, circums