FIRST AMENDMENT TO GUARANTY AGREEMENT
THIS FIRST AMENDMENT TO GUARANTY AGREEMENT is made and entered into
effective as of the 1st day of September, 1997 (this "Amendment") between XXXXXX
XXXXXX ENERGY PARTNERS, L.P. (formerly known as Enron Liquids Pipeline, L.P.), a
Delaware limited partnership (the "Guarantor") and FIRST UNION NATIONAL BANK
(formerly known as First Union National Bank of North Carolina), as agent (the
"Agent") for the lenders (the "Lenders") that are or become parties to the
Credit Agreement defined below.
W I T N E S S E T H:
WHEREAS, XXXXXX XXXXXX OPERATING L.P. "B" (formerly known as Enron
Transportation Services, L.P.), a Delaware limited partnership (the "Borrower"),
the Agent and the Lenders have entered into that certain Credit Agreement dated
as of February 14, 1997 as amended by First Amendment to Credit Agreement dated
of even date herewith (such Credit Agreement as amended and as the same may be
further amended from time to time, herein called the "Credit Agreement"); and
WHEREAS, Guarantor executed that certain Guaranty Agreement dated as of
February 14, 1997 (the "Guaranty Agreement") pursuant to the terms and
conditions stated in the Credit Agreement;
WHEREAS, Guarantor has requested, and the Lenders have agreed, that certain
changes be made to the Guaranty Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements herein
expressed, the parties hereto now agree as follows:
1. All capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to such terms in the Guaranty Agreement.
2. Section 3.3(a) of the Guaranty Agreement is hereby amended by adding the
following new clause (vi):
"(vi) the Guarantor may become and remain liable with respect to
unsecured Indebtedness of the Guarantor owing to any of its Affiliates
created and outstanding under a subordinated promissory note subordinated
pursuant to a Subordination Agreement substantially in the form of Exhibit
A to the First Amendment to Guaranty Agreement."
3. Section 3.3(c) of the Guaranty Agreement is hereby amended by adding the
following new clause (viii):
"(viii) investments, loans or advances made by the Guarantor in or to
its Subsidiaries; provided that immediately before and after each loan or
advance no Default or Event of Default exists and is continuing."
4. Section 3.3(k) of the Guaranty Agreement is hereby amended to read as
follows:
"(k) Transactions with Affiliates. The Guarantor will not enter into
any transaction, including, without limitation, any purchase, sale, lease
or exchange of Property or the rendering of any service, with any Affiliate
unless such transactions are otherwise permitted under the Credit
Agreement, are in the ordinary course of its business and are upon fair and
reasonable terms to it."
5. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified hereby, the Guaranty
Agreement shall remain in full force and effect in accordance with its terms.
6. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Texas.
7. This Amendment may be executed in two or more counterparts, and it shall
not be necessary that the signatures of all parties hereto be contained on any
one counterpart hereof; each counterpart shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery of an
executed signature page by facsimile transmission shall be as effective as
delivery of a manually executed counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed effective as of the date first above written.
GUARANTOR: XXXXXX XXXXXX ENERGY PARTNERS, L.P.
By: Kinder Xxxxxx X.X., Inc.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
AGENT: FIRST UNION NATIONAL BANK
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
