1 EXHIBIT 3.6 AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. (this "Amendment"), dated...Eott Energy Partners Lp • March 30th, 1999 • Wholesale-petroleum bulk stations & terminals • Delaware
Page 1- 2 do no act which would injure Employer's business, its interests, or its reputation. Employee agrees to be in compliance with the policies and procedures as described and contained in the EOTT Energy Corp. and Enron Corp. Code of Ethics booklets.Executive Employment Agreement • March 26th, 2001 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
RECITALS:Administrative Services Agreement • August 14th, 2001 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals
EXHIBIT 10.29 [*] Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC. RECEIVABLE(S) PURCHASE AGREEMENT THIS RECEIVABLE(S) PURCHASE AGREEMENT (the...Purchase Agreement • May 31st, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
SECOND AMENDED AND RESTATED REIMBURSEMENT, LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals
235,000,000 11% Senior Notes due 2009Eott Energy Partners Lp • October 1st, 1999 • Wholesale-petroleum bulk stations & terminals
RECITALSTermination Agreement • November 15th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
EXHIBIT 10.7 EXECUTION COPY AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the "Agreement"), dated as of October 18, 2002, by and among (1) EOTT Energy Operating Limited Partnership (the...Receivables Purchase Agreement • November 15th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
Page 1 - 2 1.4. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Employer and to do no act which would injure Employer's business, its interests,...Employment Agreement • November 13th, 2000 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
RECITALSSupport Agreement • November 16th, 1998 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
AGREEMENT OFEott Energy Partners Lp • November 14th, 2001 • Wholesale-petroleum bulk stations & terminals • Delaware
BY AND BETWEENPurchase Agreement • August 14th, 2001 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
EXHIBIT 10.1 Standard Chartered Bank, as Administrative Agent, L/C Issuer and Lender under and as defined in the Reimbursement Agreement (as defined below) 1285 Avenue of the Americas New York NY 10019Eott Energy Partners Lp • August 14th, 2002 • Wholesale-petroleum bulk stations & terminals • New York
RECITALSReorganization Agreement • August 30th, 2001 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware
1 EXHIBIT 99.1 RECAPITALIZATION AGREEMENT THIS RECAPITALIZATION AGREEMENT (this "Agreement") is being entered into as of this 6th day of September, 2001 by and among EOTT Energy Partners, L.P., a Delaware limited partnership ("EOTT"), EOTT Energy...Option Agreement • September 7th, 2001 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware
CERTAIN HOLDERS OF THE COMPANY'S 11% SENIOR NOTES DUE 2009 ("HOLDERS") dated as of October 7, 2002Restructuring Agreement • November 15th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
EXHIBIT 10.30 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 Credit...Second Amendment Agreement • August 16th, 1999 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
1 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...First Amendment Agreement • March 30th, 1999 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
RECITALSCredit Agreement • March 26th, 1997 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048 UNITED STATES OF AMERICA February 28, 1998 EOTT Energy Operating Limited Partnership 1330 Post Oak Boulevard Suite 2700 Houston, Texas 77056 Attention: Ms. Susan Ralph Dear Ms. Ralph, RE: COMMODITY...Repurchase Agreement • May 31st, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals
EXHIBIT 10.1 STANDARD CHARTERED BANK, as Administrative Agent, L/C Issuer and Lender under and as defined in the Reimbursement Agreement (as defined below) 1285 Avenue of the Americas New York NY 10019Eott Energy Partners Lp • November 15th, 2002 • Wholesale-petroleum bulk stations & terminals • New York
RECITALSCredit Agreement • March 26th, 1997 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
MONT BELVIEU STORAGE CAPACITY PURCHASE AGREEMENT BY AND BETWEEN EOTT ENERGY LIQUIDS, L.P. AND ENRON GAS LIQUIDS, INC.Capacity Purchase Agreement • June 24th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
EXHIBIT 10.6 EXECUTION COPY AMENDED AND RESTATED COMMODITIES REPURCHASE AGREEMENT This AMENDED and RESTATED COMMODITIES REPURCHASE AGREEMENT (this "Agreement"), dated as of October 18, 2002, by and among (1) EOTT Energy Operating Limited Partnership...Commodities Repurchase Agreement • November 15th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
January 9, 2002Supply and Terminalling Agreement • May 31st, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals
DEBTOR IN POSSESSION TERM LOAN AGREEMENT dated as of October 18, 2002Schedules and Exhibits • November 15th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
EXHIBIT 10.22 TOLL CONVERSION AGREEMENT This Toll Conversion Agreement dated as of June 29, 2001 (this "Agreement"), is made between ENRON GAS LIQUIDS, INC., a Delaware corporation ("EGLI"), and EOTT ENERGY LIQUIDS, L.P., a Delaware limited...Toll Conversion Agreement • June 24th, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
FIRST AMENDMENT TO THE RECEIVABLE(S) PURCHASE AGREEMENTPurchase Agreement • May 31st, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
This First Amendment (this "Amendment") dated the l2th day of January, 2000 by and between EOTT ENERGY OPERATING LIMITED PARTNERSHIP (the "Seller"), a limited partnership organized under the laws of Delaware and STANDARD CHARTERED TRADE SERVICES CORPORATION ("SCTSC"), a company organized under the laws of the State of Delaware hereby amends the Receivable(s) Purchase Agreement (the "Agreement") dated 19th day of October, 1999 by and between the Seller and SCTSC. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF EOTT ENERGY GENERAL PARTNER, L.L.C. A DELAWARE LIMITED LIABILITY COMPANYLimited Liability • November 14th, 2001 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware
RECITALSCredit Agreement • March 26th, 1997 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
EXHIBIT 10.20 AGREEMENT TO EXTEND DISTRIBUTION SUPPORTExtend Distribution Support • March 26th, 1998 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
1 EXHIBIT 3.5 AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. (this "Amendment"), dated...Eott Energy Partners Lp • March 30th, 1999 • Wholesale-petroleum bulk stations & terminals • Delaware
WITNESSETH:Executive Employment Agreement • March 26th, 1997 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
December 18, 2001 Koch Petroleum Group, L.P. 4111 East 37th Street North Wichita, Kansas 67220 Re: Amendment and Consent to Assignment Crude Oil Supply and Terminalling Agreement dated December 1, 1988 by and between Koch Petroleum Group, L.P. and...Eott Energy Partners Lp • May 31st, 2002 • Wholesale-petroleum bulk stations & terminals
EXHIBIT 10.32 STANDARD CHARTERED TRADE SERVICES CORPORATION 1285 Avenue of the Americas, 14th Floor New York, New York 10019 April 23, 2002 EOTT Energy Operating Limited Partnership 2000 W. Sam Houston Parkway, Suite 400 Houston, Texas 77042 Re:...Receivables Agreement • May 31st, 2002 • Eott Energy Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
