{"id":41107,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-agreement-enron-corp-and-enron-capital-resources-l-p.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-agreement-enron-corp-and-enron-capital-resources-l-p","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-agreement-enron-corp-and-enron-capital-resources-l-p.html","title":{"rendered":"Loan Agreement &#8211; Enron Corp. and Enron Capital Resources L.P."},"content":{"rendered":"<pre>\n                                 LOAN AGREEMENT\n\n\n        LOAN AGREEMENT, dated as of August 3, 1994, between Enron Corp., a\nDelaware corporation ('Enron'), and Enron Capital Resources, L.P. \n('Resources'), a limited partnership formed under the Delaware Revised Uniform\nLimited Partnership Act (the 'Delaware Act').\n\n        WHEREAS, Enron, as general partner of Resources (the 'General\nPartner'), intends to make a capital contribution to Resources in respect of\nits general partner interest in Resources (the 'GP Interest') in an aggregate\namount of $19,936,709 (the 'GP Capital Contributions'), and Resources intends\nto issue and sell 3,000,000 shares of its 9% Cumulative Preferred Securities,\nSeries A (the 'Series A Preferred Securities'), with a liquidation preference\nequal to $25 per Preferred Security (the 'Liquidation Preference').\n\n        WHEREAS, Enron is guaranteeing the payment of Dividends (as defined in\nthe Guarantee Agreement) on the Series A Preferred Securities required to be\npaid pursuant to the terms of the Amended and Restated Agreement of Limited\nPartnership of Resources dated as of August 3, 1994 (the 'Partnership\nAgreement'), the Redemption Price (as defined in the Guarantee Agreement) and\nthe Liquidation Distribution (as defined in the Guarantee Agreement) on the\nSeries A Preferred Securities all to the extent set forth in the Payment and\nGuarantee Agreement, dated as of August 3, 1994 (the 'Guarantee Agreement');\n\n        WHEREAS, Enron has asked Resources to make a loan to Enron in an\naggregate principal amount equal to the sum of the aggregate GP Capital\nContributions and the aggregate Liquidation Preference of the Series A\nPreferred Securities issued and sold by Resources; and\n\n        WHEREAS, Resources is willing to make the aforementioned loan to\nEnron, on the terms and conditions hereinafter stated.\n\n        NOW THEREFORE, Enron and Resources hereby agree as follows:\n\n                                   ARTICLE I\n\n                                    THE LOAN\n\n        Section 1.01  The Loan.  Subject to the terms and conditions herein,\nResources agrees to make a loan to Enron on the date hereof in an aggregate\nprincipal amount of $94,936,709 in next day funds.  Such loan shall be\nreferred to herein as the  'Loan.'\n\n\n\n        Section 1.02.  Term of the Loan; Mandatory Prepayment.  (a)  If\nResources redeems Series A Preferred Securities in accordance with the terms\nthereof, the Loan shall become due and payable in a principal amount equal to\nthe aggregate stated Liquidation Preference of the Series A Preferred\nSecurities so redeemed, together with any and all accrued interest thereon. \nAny payment pursuant to this Section 1.02(a) shall be made in next-day funds\nprior to 12:00 noon, New York time, on the date fixed for such redemption or at\nsuch other time on such earlier date as Resources and Enron shall agree.\n\n        (b)   The entire principal amount of the Loan shall become due and\npayable, together with any accrued and unpaid interest thereon, including\nAdditional Interest as defined below, if any, on the earliest of August 31,\n2024 or the date upon which Enron is dissolved, wound-up or liquidated or the\ndate upon which Resources is dissolved, wound-up or liquidated.\n\n        Section 1.03.  Optional Prepayment.  Enron shall have the right to\nprepay the Loan, without premium or penalty,\n\n                (i)    in whole or in part (together with any accrued but\n        unpaid interest, including Additional Interest, if any, on the portion\n        being prepaid) at any time on or after August 31, 1999; and\n\n                (ii)    in whole (together with all accrued and unpaid\n        interest, including Additional Interest thereon) at any time if,\n        subsequent to the date hereof, legislation is enacted or existing law\n        is modified or interpreted in a manner that causes Resources to be\n        treated as an association taxable as a corporation or otherwise taxable\n        as an entity for federal or state income tax purposes with respect to\n        its operations for any period prior to August 31, 1999, provided that\n        Resources, with the consent of Enron, has elected to redeem all of the\n        Series A Preferred Securities.  For purposes of the foregoing, such\n        right to redeem shall exist in the event that Enron is advised by\n        independent legal counsel that a substantial risk exists that Resources\n        will be so treated or taxed as a result of such legislation,\n        modification or interpretation that occurred after the date hereof.  If\n        Enron exercises its right to prepay the Loan pursuant to this Section\n        1.03(ii), the date of such prepayment shall be no earlier than one\n        Business Day prior to the first day of the earliest period with respect\n        to which Resources may be so treated as an association taxable as a\n        corporation or otherwise taxable as an entity for federal or state\n        income tax purposes.\n\n\n                                     -2-\n\n\n                                   ARTICLE II\n\n                                    INTEREST\n\n        Section 2.01.  Interest on the Loan.  The Loan shall bear interest at\nan annual rate equal to 9% from the date they are made until maturity.  Such\ninterest shall be payable on the last day of each calendar month of each year,\ncommencing August 31, 1994.  In the event that any date on which interest is\npayable on the Loan is not a Business Day, then payment of the interest payable\non such date will be made on the next succeeding day which is a Business Day\n(and without any interest or other payment in respect of any such delay),\nexcept that, if such Business Day is in the next succeeding calendar year, such\npayment shall be made on the immediately preceding Business Day, in each case\nwith the same force and effect as if made on such date.  A 'Business Day' shall\nmean any day other than a day on which banking institutions in The City of New\nYork are authorized or required by law to close.\n\n        Section 2.02.  Additional Interest.  If at any time Resources shall be\nrequired to pay any Additional Amounts in respect of the Series A Preferred\nSecurities pursuant to the terms thereof, then, in any such case, Enron will\npay as interest an amount equal to such Additional Amounts ('Additional\nInterest') as may be necessary in order that the net amounts received and\nretained by Resources after paying such Additional Amounts shall result in\nResources' having such funds as it would have had in the absence of the\nobligation to pay such Additional Amounts.  The term 'Additional Amounts' shall\nmean any additional distributions required to be made pursuant to the\nPartnership Agreement in respect of distributions (other than distributions on\nliquidation) that are in arrears.  In addition, if Resources is required to pay\nany taxes, duties, assessments or governmental charges of whatever nature\n(other than withholding taxes) imposed by the United States, or any other\ntaxing authority, then, in any such case, Enron will also pay as Additional\nInterest such amounts as shall be required so that the net amounts received and\nretained by Resources after paying any such taxes, duties, assessments or\ngovernmental charges will be not less than the amounts Resources would have\nreceived and retained had no such  taxes, duties, assessments or governmental\ncharges been imposed.\n\n        Section 2.03.  Extension of Interest Payment Period. Notwithstanding\nthe provisions of Section 2.01, Enron shall have the right at any time during\nthe term of the Loan, so long as Enron is not in default in the payment of\ninterest on the Loan, to extend the interest payment period to up to 60 months,\nat the end of which period Enron shall pay all interest then accrued and unpaid\n(together with interest thereon at the rate specified for the Loan to the\nextent permitted by applicable law); and provided that, during any such\nextended interest payment period Enron shall not \n\n\n                                     -3-\n\n\n\n\ndeclare or pay any dividend on, or redeem, purchase, acquire or make a \nliquidation payment with respect to, any of its capital stock.  Prior to the \ntermination of any such extended interest payment period, Enron may further \nextend the interest payment period, provided that such extended interest\npayment period together with all such further extensions thereof may not \nexceed 60 months.  Enron shall give Resources notice of its selection of such \nextended interest payment period one Business Day prior to the earlier of (i) \nthe date on which a Dividend on the Series A Preferred Securities is payable \nor (ii) the date Resources is required to give notice of the record or payment \ndate of such related Dividend to the New York Stock Exchange or other \napplicable self-regulatory organization or to holders of the Series A \nPreferred Securities, but in any event not less than two Business Days\nprior to such record date.  Enron shall cause Resources to give such notice of\nEnron's selection of such extended interest payment period to the holders of\nthe Series A Preferred Securities.\n\n\n                                  ARTICLE III\n\n                                    PAYMENTS\n\n        Section 3.01.  Method and Date of Payment.  Each payment by Enron of\nprincipal and interest (including Additional Interest, if any) on the Loan\nshall be made to Resources in lawful money of the United States, in next-day\nfunds for principal payments and in same day funds for interest payments, at\nsuch place and to such account as may be designated by Resources.\n\n        Section 3.02.  Set-off.  Notwithstanding anything to the contrary\nherein, Enron shall have the right to set-off any payment it is otherwise\nrequired to make hereunder with and to the extent Enron has theretofore made,\nor is concurrently on the date of such payment making, a payment under the\nGuarantee Agreement.\n\n\n                                   ARTICLE IV\n\n                                 SUBORDINATION\n\n        Section 4.01.  Subordination.  Enron and Resources covenant and agree,\nand the holders of the Series A Preferred Securities (and any trustee appointed\nby such holders) by their acceptance of such Series A Preferred Securities\nlikewise agree, that the Loan is subordinate and junior in right of payment to\nall Senior Indebtedness as provided herein.  The term 'Senior Indebtedness'\nshall mean the principal, premium, if any, and interest on (i) all indebtedness\nof Enron, whether outstanding on the date hereof or hereafter created, incurred\nor assumed, \n\n\n                                     -4-\n\n\n\nwhich is for money borrowed, or evidenced by a note or similar instrument \ngiven in connection with the acquisition of any business, properties or assets,\nincluding securities, (ii) any indebtedness of others of the kinds described in\nthe preceding clause (i) for the payment of which Enron is responsible or\nliable (directly or indirectly, contingently or otherwise) as guarantor or\notherwise, (iii) any indebtedness secured by a lien upon property  owned by\nEnron and upon which indebtedness Enron customarily pays interest, even though\nEnron has not assumed or become liable for the payment of such indebtedness and\n(iv) amendments, renewals, extensions and refundings of any such indebtedness,\nunless in any instrument or instruments evidencing or securing such\nindebtedness or pursuant to which the same is outstanding, or in any such\namendment, renewal, extension or refunding, it is expressly provided that such\nindebtedness is not superior in right of payment to the Loan and except that\nSenior Indebtedness shall not include the indebtedness pursuant to the Loan\nAgreement dated as of November 15, 1993 between Enron and Enron Capital LLC\nand any extensions or refundings thereof (the 'Pari Passu Debt').  Senior\nIndebtedness shall continue to be Senior Indebtedness and entitled to the\nbenefits of these subordination provisions irrespective of (i) any amendment,\nmodification or waiver of any term of the Senior Indebtedness or extension or\nrenewal of the Senior Indebtedness, (ii) any exchange or release of, or non-\nperfection of any lien on or security interest in, any collateral, or any\nrelease from, amendment or waiver of or consent to departure from any guaranty,\nfor all or any of the Senior Indebtedness, (iii) any other circumstance which\nmight otherwise constitute a defense available to or discharge of Resources to\nthe holders of the Series A Preferred Securities (or any trustee appointed by\nsuch holders) in respect of the provisions of this Section 4.01, or (iv) any\nact or failure to act on the part of Enron or by any act or failure to act, in\ngood faith, by any holder of Senior Indebtedness, or by any noncompliance by\nEnron with the terms of this Agreement, regardless of any knowledge thereof\nwhich any person may have or be otherwise charged with.\n\n        Upon the maturity of any Senior Indebtedness by lapse of time,\nacceleration (unless waived) or otherwise (including all installments of\nprincipal and interest), all Senior Indebtedness then due and owing shall first\nbe paid in full, or such payment duly provided for in cash (or in securities or\nother property satisfactory to all of the holders of such Senior Indebtedness),\nbefore any payment is made on the account of the Loan.\n\n        In the event that (i) Enron shall default in the payment of any\nprincipal, or premium, if any, or interest on any Senior Indebtedness when the\nsame becomes due and payable, whether at maturity or at a date fixed for\nprepayment or declaration or otherwise or (ii) an event of default occurs with\nrespect to any Senior Indebtedness permitting  the holders thereof to\naccelerate the maturity thereof and written notice describing such event of\ndefault, and requesting commencement of \n\n\n                                     -5-\n\n\npayment blockage on the Loan, is given to Enron by the holders of Senior \nIndebtedness, then unless and until such default in payment or event of \ndefault shall have been cured or waived or shall have ceased to exist, \nno direct or indirect payment (in cash, property, securities, by set-off or \notherwise) shall be made or agreed to be made on account of the Loan or \ninterest thereon or in respect of any repayment, redemption, retirement, \npurchase or other acquisition of the Loan.  Enron will give prompt written \nnotice to Resources of any default in the payment of any Senior Indebtedness \nand of any dissolution, winding up or reorganization of Enron.\n\n                       \n        In the event of (i) any insolvency, bankruptcy, receivership,\nliquidation, reorganization, composition or other similar proceeding relating\nto Enron or its property or for the benefit of its creditors, (ii) any\nproceeding for the liquidation, dissolution or other winding up of Enron,\nvoluntary or involuntary, whether or not involving insolvency or bankruptcy\nproceedings, (iii) any assignment by Enron for the benefit of creditors, or\n(iv) any other marshalling of the assets of Enron, all Senior Indebtedness\n(including, without limitation, interest accruing after the commencement of any\nsuch proceeding, assignment or marshalling of assets) shall first be paid in\nfull before any payment or distribution, whether in cash, securities or other\nproperty, shall be made on the Loan.  Any payment or distribution, whether in\ncash, securities or other property (other than securities of Enron or any other\ncorporation provided for by a plan of reorganization, the payment of which is\nsubordinate, at least to the extent provided in the subordination provisions\nhereof with respect to the indebtedness evidenced by the Loan, to the payment\nof all Senior Indebtedness at the time outstanding and to any securities issued\nin respect thereof under any such plan of reorganization), which would\notherwise (but for these subordination provisions) be payable or deliverable in\nrespect of the Loan (including any such payment or distribution which may be\npayable or deliverable by reason of the payment of any other indebtedness of\nEnron being subordinated to the payment of the Loan) shall be paid or delivered\ndirectly to the holders of Senior Indebtedness or to their representative, or\nto the trustee under the indenture or agreement (if any) pursuant to which such\nSenior Indebtedness may have been issued, in accordance with the priorities\nthen existing among such holders until all Senior Indebtedness shall have been\npaid in full.  No present or future holder of any Senior Indebtedness shall be\nprejudiced in the right to enforce subordination of the indebtedness\nconstituting the Loan by any act or failure to act on the part of Enron.\n\n        Senior Indebtedness shall not be deemed to have been paid in full\nunless the holders thereof shall have received cash (or securities or other\nproperty satisfactory to such holders) in full payment of such Senior\nIndebtedness then outstanding.  Upon the payment in full of all Senior\nIndebtedness, Resources shall be subrogated to all the rights of any holders of\nSenior Indebtedness to receive any further payments or distributions applicable\nto the Senior Indebtedness until the\n\n\n                                     -6-\n\n\nLoan shall have been paid in full, and such payments or distributions of cash, \nsecurities or other property received by Resources, by reason of such \nsubrogation, which otherwise would be paid or distributed to the holders of \nSenior Indebtedness, shall, as between Enron and its creditors other than the \nholders of Senior Indebtedness, on the one hand, and Resources, on the other, \nbe deemed to be a payment by Enron on account of Senior Indebtedness, and not \non account of the Loan.\n\n        In the event that notwithstanding the provisions of this Section 4.01\nEnron shall make any payment on the Loan to Resources or Resources receives any\npayment or distribution of assets of Enron (other than securities of Enron or\nany other corporation provided for by a plan of reorganization, the payment of\nwhich is subordinate, at least to the extent provided in these subordination\nprovisions with respect to the indebtedness evidenced by the Loan, to the\npayment of all Senior Indebtedness at the time outstanding and to any\nsecurities issued in respect thereof under any such plan of reorganization), at\nany time before all Senior Indebtedness is paid in full, then such payment\nshall be held by Resources, in trust for the benefit of, and shall be paid\nforthwith over and delivered to, the holders of Senior Indebtedness or their\nrepresentative or the trustee under the indenture or other agreement (if any)\npursuant to which Senior Indebtedness may have been issued, in accordance with\nthe priorities then existing among such holders, for application to the payment\nof all Senior Indebtedness remaining unpaid to the extent necessary to pay all\nSenior Indebtedness in full accordance with its terms, after giving effect to\nany concurrent payment or distribution to or for the holders of Senior\nIndebtedness.\n\n        The Loan shall not be subordinate in right of payment to, and shall\nrank pari passu with, the Pari Passu Debt.\n\n\n                                   ARTICLE V\n\n                         REPRESENTATIONS AND WARRANTIES\n\n        Section 5.01.  Representations and Warranties.  Enron represents and\nwarrants to Resources that:\n\n                (a)      Good Standing.  Enron is a corporation duly\n        incorporated and validly existing under the laws of the State of\n        Delaware, with power and authority (corporate and other) to own its\n        properties and conduct its business as now being conducted.\n\n                (b)      Power and Authority.  Enron has full power and\n        authority to enter into this Agreement and to incur and perform the\n        obligations provided \n\n\n                                     -7-\n\n\n\n        for herein, all of which have been duly authorized\n        by all proper and necessary action.\n               \n                (c)      No Conflict.  The execution and delivery of this\n        Agreement and the performance by Enron of all its obligations hereunder\n        will not conflict with or result in a breach or violation of any of the\n        terms or provisions of, or constitute a default under, any indenture,\n        mortgage, deed of trust, loan agreement or other agreement or\n        instrument to which Enron is a party or by which Enron is bound or\n        subject, nor will this Agreement result in a violation of the\n        provisions of Enron's Restated Certificate of Incorporation or by-laws.\n\n                (d)      Binding Agreement.  This Agreement constitutes the\n        valid and legally binding obligation of Enron enforceable in accordance\n        with its terms, subject to bankruptcy, insolvency, fraudulent transfer,\n        reorganization, moratorium and similar laws of general applicability \n        relating to or affecting creditors' rights and to general equity \n        principles.\n\n\n                                   ARTICLE VI\n\n                                   COVENANTS\n\n        Section 6.01.  Covenants.  (a)  Enron agrees (i) that it shall not\ndeclare or pay any dividend on, or redeem, purchase, acquire or make a\nliquidation payment with respect to, any of its capital stock if at such time\n(a) there shall have occurred any event that, with the giving of notice or the\nlapse of time or both, would constitute an Event of Default hereunder or (b)\nEnron shall be in default with respect to its payment or other obligations\nunder the Guarantee Agreement, (ii) to maintain direct or indirect 100%\nownership of the GP Interest and to timely perform all of its duties as General\nPartner of Resources, (iii) to cause at least 21% of the total value of\nResources and at least 21% of all interests in the capital, income, gain, loss,\ndeduction and credit of Resources to be represented by the GP Interest, (iv)\nnot to voluntarily dissolve, wind-up or liquidate Resources, (v) to remain the\nGeneral Partner of Resources and to timely perform all of its duties as General\nPartner of Resources (including the duty to pay Dividends on the Series A\nPreferred Securities), and (vi) to use its reasonable efforts to cause\nResources to remain a limited partnership formed under the Delaware Act and\notherwise continue to be treated as a partnership for United States federal\nincome tax purposes.\n\n        (b)  Enron agrees that its obligations under this Agreement will also\nbe for the benefit of the holders from time to time of Series A Preferred\nSecurities, and Enron acknowledges and agrees that such holders will be\nentitled to enforce this Agreement directly against Enron as provided in\nArticle VII.\n\n\n                                     -8-\n\n\n        (c)      Enron agrees not to merge with or into another entity, or\npermit another entity to merge with or into it, and agrees not to sell,\ntransfer or lease all or substantially all of its assets to another entity\nunless:  (i) at such time no Event of Default hereunder has occurred and is\ncontinuing, or would occur as a result of such merger, sale, transfer or lease,\nand (ii) Enron is the survivor of such merger or the survivor of such merger or\nentity to which Enron's assets are sold, transferred or leased is an entity\norganized under the laws of the United States or any state thereof, assumes all\nof Enron's obligations under this Agreement and becomes the General Partner.\n                                                                   \n\n                                  ARTICLE VII\n\n                               EVENTS OF DEFAULT\n\n        Section 7.01.  Events of Default.  If one or more of the following\nevents (each an  'Event of Default') shall occur and be continuing:\n\n                (a)  default in the payment of interest on the Loan, including\n        any Additional Interest in respect of the Loan, when due for 10 days\n        (whether by virtue of the provisions described under Article IV hereof\n        or otherwise); provided that a valid extension of the interest payment\n        period by Enron pursuant to Section 2.03 hereof shall not constitute a\n        default in the payment of interest for this purpose; or\n\n                (b)  default in the payment of principal on the Loan when due;\n        or\n\n                (c)  the dissolution, winding up or liquidation of Resources;\n        or\n\n                (d)  the bankruptcy, insolvency or liquidation of Enron; or\n\n                (e)  breach of any covenants contained herein continued for 30\n        days after notice to Enron from any Preferred Securityholder;\n\nthen, in every such event, and at any time thereafter during the continuance of\nsuch event, Resources will have the right to declare the principal of and the\ninterest on the Loan (including any Additional Interest and any interest\nsubject to an extension of the interest payment period) and any other amounts\npayable on the Loan to be forthwith due and payable, whereupon the same shall\nbecome and be forthwith due and payable without presentment, demand, protest or\nother notice of any kind, all of which are hereby expressly waived, anything in\nthis Agreement to the contrary notwithstanding.  Enron expressly acknowledges\nthat under the terms of the Series A Preferred Securities, the holders of the\noutstanding Series A Preferred Securities \n\n\n                                     -9-\n\n\n\nshall have the right to appoint a trustee, which trustee shall be authorized \nto exercise Resources's creditor rights under this Agreement, and Enron agrees \nto cooperate with such Trustee.\n\n\n\n                                  ARTICLE VIII\n\n                                 MISCELLANEOUS\n\n        Section 8.01.  Notices.  All notices hereunder shall be deemed given by\na party hereto if in writing and delivered personally or by telegram or\nfacsimile transmission or by registered or certified mail (return receipt\nrequested) to the other party at the following address for such party (or at\nsuch other address as shall be specified by like notice):\n\n                 If to Resources, to:\n\n                 Enron Capital Resources, L.P.\n                 c\/o Enron Corp., as General Partner\n                 1400 Smith Street\n                 Houston, Texas 77002\n                 Fax No.:  (713) 853-3920\n\n                 Attention:  Treasurer\n\n                 If to Enron, to:\n\n                 Enron Corp.\n                 1400 Smith Street\n                 Houston, Texas 77002\n                 Fax No.:  (713) 853-3920\n\n                 Attention:  Treasurer\n\n        Any notice given by mail or telegram or facsimile transmission shall be\neffective when received.\n\n        Section 8.02.  Binding Effect.  Enron shall have the right at all times\nto assign any of its rights or obligations under this Agreement to a direct or\nindirect wholly-owned subsidiary of Enron; provided that, in the event of any\nsuch assignment, Enron shall remain jointly and severally liable for all such\nobligations.  Resources may not assign any of its rights hereunder without the\nprior written consent of Enron.  Subject to the foregoing, this Agreement shall\nbe binding upon and inure to \n\n\n                                     -10-\n\n\nthe benefit of Enron and Resources and their respective successors and \nassigns.  This Agreement may not otherwise be assigned by Enron or Resources.\n\n                                             \n        Section 8.03.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND\nCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.\n\n        Section 8.04.  Counterparts.  This Agreement may be executed in\ncounterparts, each of which shall be deemed an original, but all of which taken\ntogether shall constitute one and the same instrument.\n\n        Section 8.05.  Amendments.  This Agreement may be amended by mutual\nconsent of the parties in the manner the parties shall agree; provided that,\nso long as any of the Series A Preferred Securities remain outstanding, no such\namendment shall be made that adversely affects the holders of Series A\nPreferred Securities, and no termination of this Agreement shall occur, and no\nEvent of Default or compliance with any covenant under this Agreement may be\nwaived by Resources, without the prior approval of the holders of at least\n66-2\/3% in liquidation preference (as defined in the Partnership Agreement) of\nthe Series A Preferred Securities, unless and until the Loan and all accrued\nand unpaid interest thereon (including Additional Interest, if any) shall have\nbeen paid in full.\n\n\n                                     -11-\n\n\n\n        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective officers thereunto duly authorized as of the day\nand year first above written.\n\n\n                                        ENRON CORP.\n\n\n\n                                        By:_____________________________ \n                                           Name: \n                                           Title:\n\n\n                                        ENRON CAPITAL RESOURCES, L.P.\n\n                                                   \n\n                                        By:  Enron Corp.,\n                                               as General Partner\n\n\n\n                                        By:_____________________________ \n                                           Name: \n                                           Title:\n\n\n\n\n\n                                     -12-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7454],"corporate_contracts_industries":[9535],"corporate_contracts_types":[9560,9567],"class_list":["post-41107","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enron-corp","corporate_contracts_industries-utilities__gas","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41107","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41107"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41107"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41107"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41107"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}