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EXHIBIT 10.31
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement (this "Amendment") dated as of August
11, 1999, is among EOTT Energy Operating Limited Partnership ("Borrower") and
Enron Corp. ("Lender") under the Amended and Restated Term Credit Agreement
dated as of December 1, 1998, as amended, 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. Amendment to the Agreement
1.1 Section 7.12. Section 7.12 of the Agreement is hereby
amended to read as follow:
Leverage Ratio. The Borrower shall not permit, at any time, the
ratio of its Consolidated Total Liabilities to its Consolidated
Tangible Net Worth plus $75,000,000 to be greater than the ratios set
below, such applicable ratios to be adjusted pursuant to the effective
dates as described below:
Effective as of April 1, 1999 to March 31, 2000
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WTI Price Per Barrel Ratio
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Less than or equal to $30 10:1
Greater than $30 10:1
Effective April 1, 2000 and thereafter
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WTI Price Per Barrel Ratio
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Less than or equal to $30 6:1
Greater than $30 7:1
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 9.10 of the Agreement.
2.2 Effectiveness. This amendment shall be effective as of April
1, 1999 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 9.10 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 5 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;
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Enron Corp.
August 11, 1999
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(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.
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 11th
day of August, 1999, by:
Enron Corp.
By: /s/ XXXXXXX XXXXXXX
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Xxxxxxx XxXxxxx
Senior Vice President, Finance and Treasurer
