AZURIX CORP. By: /s/ PHILXX X. XXXXXXXXX ----------------------------------------- Name: Philxx X. Xxxxxxxxx Title: Managing Director, Human Resources and Administration This 1st day of June, 2000 JOHN X. XXXXXXXX /s/ JOHN X. XXXXXXXX --------------------------------------------- This 1st day of June, 2000 July 6, 2000
AZURIX CORP. By: /S/ HERBXXX X.
AZURIX CORP. DOLLAR-DENOMINATED 10 3/8% SENIOR NOTES DUE 2007 STERLING-DENOMINATED 10 3/8% SENIOR NOTES DUE 2007 DOLLAR-DENOMINATED 10 3/4% SENIOR NOTES DUE 2010 ------------------ INDENTURE DATED AS OF FEBRUARY 18, 2000 ------------------ CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, AS TRUSTEE ================================================================================ CROSS-REFERENCE TABLE* TRUST INDENTURE ACT SECTION INDENTURE SECTION --------------------------- -----------------
AZURIX CORP. By --------------------------------- Name: Title: SUBSIDIARY GUARANTORS [_____________________] By --------------------------------- Name: Title: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee By --------------------------------- Name: Title:
AZURIX CORP. By: /s/ REBEXXX X. XXXK ------------------------------- Name: Rebexxx X. Xxxk Title: Chairman This 29th day of October, 1998 AMANXX X. XXXXXX /s/ AMANXX X. XXXXXX ---------------------------------- This 29th day of October, 1998 EXHIBIT "A" TO EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN ENRON CAPITAL & RESOURCES CORP., AZURIX CORP., AND AMANXX X. XXXXXX Employee Name: Amanxx X. Xxxxxx Xxrm: September 1, 1998 through August 31, 2003 Position: Executive Director and President of the Americas and member of the Executive Committee primarily accountable for all profit and loss aspects of the development, implementation and operations of the business in the Americas including, without limitation, management of acquisitions, finance, development and strategy. Location: Houston, Texas Reporting Relationship: Reports to Rebexxx X. Xxxk, Xxairman Monthly Base Salary: Thirty Three Thousand Three Hundred Thirty-Three Dollars and 33/100 Cents ($33,333.33) per month. Bonus: Employee shall be eligible to participate in the Enron Corp. Annual Incentive Plan ("Plan") or any replacement plan of Employer. All bonuses shall be paid in accordance with the terms and provisions of the Plan, a portion of which may be paid in cash, and a portion of which may be paid in stock options and/or restricted stock. Employee's bonus for 1998 shall be $725,000.00. All bonuses paid thereafter shall be based on performance but with reasonable expectation of receiving between 100% and 200% of annual base salary. Employee shall be eligible for a pro rata bonus upon completion of the Term of this Agreement. Signing Bonus Employer shall pay Employee the sum of $350,000.00 as described below:
AZURIX CORP a company organised under the laws of Delaware (the "GUARANTOR"); and
AZURIX CORP. By: ---------------------------------------- Name: Title: ATLANTIC WATER TRUST By: ---------------------------------------- Name: Title: As Attorney-in-Fact
AZURIX CORP. By: ----------------------------------- Name: ----------------------------------- Title: ----------------------------------- ADVANCES AND PAYMENTS OF PRINCIPAL Amount of Amount Principal Unpaid of Type of Paid or Principal Notation Date Advance Advance Prepaid Balance Made By -------- ------- ------- ---------- --------- --------- 50 EXHIBIT B NOTICE OF BORROWING ---------------- as Administrative Agent 399 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 [Date] Attention: Energy Department, North American Banking Group Ladies and Gentlemen: The undersigned, Azurix Corp., refers to the Revolving Credit Agreement, dated as of September___, 1999 (such Revolving Credit Agreement, as amended from time to time, being herein referred to as the "Credit Agreement", the terms defined therein being used herein as therein defined), among the undersigned, certain Banks parties thereto and _____________, as Administrative Agent for said Banks, and hereby gives you notice, irrevocably, pursuant to [Section 2.02] of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by [Section 2.02(a)] of the Credit Agreement:
AZURIX CORP. By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- ADMINISTRATIVE AGENT: ________________, as Administrative Agent By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- NEW BANK: By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- EXHIBIT F-2 COMMITMENT INCREASE AGREEMENT
