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EXHIBIT 10.20
AGREEMENT TO EXTEND
DISTRIBUTION SUPPORT
This Agreement to Extend Distribution Support (this "Agreement"), dated as
of November 5, 1997, is executed by and among Enron Corp., a Delaware
corporation ("Enron"), EOTT Energy Partners, L.P., a Delaware limited
partnership (the "Partnership"), EOTT Energy Operating Limited Partnership, a
Delaware limited partnership (the "Operating Partnership"), EOTT Energy Pipeline
Limited Partnership, a Delaware limited partnership, EOTT Energy Canada Limited
Partnership, a Delaware limited partnership, and EOTT Energy Corp., a Delaware
corporation (the "General Partner"). Any capitalized terms used but not defined
herein shall have the meaning given to such term in the Ancillary Agreement
dated as of March 25, 1994, as amended, among each of the parties hereto (the
"Ancillary Agreement").
WHEREAS, in the Ancillary Agreement Enron has undertaken, among other
things, to purchase from the Partnership up to $29 million in APIs at any one
time outstanding in order to support distributions of Available Cash to holders
of Common Units during the Support Period ending March 31, 1998; and
WHEREAS, Enron is willing to extend the Support Period until March 31,
1999;
NOW, THEREFORE, for and in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENTS TO ANCILLARY AGREEMENT. The Ancillary Agreement is hereby
amended as follows: The definition of the term "Support Period" is hereby
amended in its entirety to read as follows:
"SUPPORT PERIOD" shall mean the period commencing upon the Closing
Date and ending upon the earliest to occur of (a) the Liquidation
Date, (b) March 31, 1999, and (c) the removal of EOTT (or other Person
that is an Affiliate of Enron (ignoring for this purpose the proviso
in the definition of "Affiliate")) as general partner of the MLP
pursuant to Section 13.2 of the MLP Agreement under circumstances
where Cause does not exist.
2. MISCELLANEOUS. (a) This Agreement shall be governed and construed in
accordance with the laws of the State of Texas.
(b) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, legal representatives and assigns.
EXECUTED by each of the parties hereto as of the date first written above.
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ENRON CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President, Corporate Development
EOTT ENERGY PARTNERS, L.P.
By: EOTT Energy Corp., General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
EOTT ENERGY OPERATING LIMITED PARTNERSHIP
By: EOTT Energy Corp., General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
EOTT ENERGY PIPELINE LIMITED PARTNERSHIP
By: EOTT Energy Corp., General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
EOTT ENERGY CANADA LIMITED PARTNERSHIP
By: EOTT Energy Corp., General Partner
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
EOTT ENERGY CORP.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
President
