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EXHIBIT 10.26
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement (this "Amendment") dated as of March 17,
1999, is among EOTT Energy Operating Limited Partnership ("Borrower") and Enron
Corp. ("Lender") under the Amended and Restated Credit Agreement dated as of
December 1, 1998 among the Borrower and the Lender (the "Agreement"). In
consideration of the mutual covenants contained herein, the Borrower and the
Lender agree as set forth herein.
SECTION 1. Amendments to the Agreement
1.1 Section 10.05. Section 10.05 of the Agreement is hereby
amended to read as follows:
Minimum Tangible Net Worth. The Borrower shall not, at any
time, permit its Consolidated Tangible Net Worth plus Additional
Partnership Interest to be less than $75,000,000.
1.2 Schedule III. Schedule III is hereby amended by adding the
following sentence to Schedule III, Borrowing Base, page 3, first
paragraph, "The Borrowing Base will be increased by an additional
$100,000,000 to offset a corresponding deficiency in the Working
Capital section of the Balance Sheet."
SECTION 2. Miscellaneous.
2.1 Amendments, Etc. No amendment or waiver of any provision
of this Amendment nor consent to any departure by the Borrower
herefrom, shall in any event be effective unless effected in accordance
with Section 12.11 of the Agreement.
2.2 Effectiveness. This amendment shall be effective as of
December 15, 1998 upon the receipt by the Borrower and the Lender of
counterparts of or copies of signature pages of this Amendment executed
by the Borrower and the Lender in compliance with Section 12.11 of the
Agreement.
2.3 Representations. The Borrower hereby represents and
warrants to the Lenders, after giving effect to this Amendment:
(i) The representations and warranties contained in Section 8
of the Agreement as amended hereby are correct on and as
of the date hereof as though made on and as of the date
hereof and;
(ii) No event has occurred and is continuing which constitutes
an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or
time elapse or both.
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Enron Corp.
March 17, 1999
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2.4 Counterparts. This Amendment may be executed in any number
of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument. A set of counterparts executed by all the parties hereto
shall be lodged with the Borrower and the Lender.
2.5 Governing Law; Submission to Jurisdiction; Venue. THIS
AMENDMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF TEXAS.
EOTT Energy Operating Limited Partnership
By: EOTT Energy Corp., its General
Partner
By: /s/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
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Title: Treasurer
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Agreed to and accepted this 17th
day of March, 1999, by:
Enron Corp.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx XxXxxxx
Senior Vice President, Finance and Treasurer
