{"id":43543,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/recapitalization-agreement-eott-energy-partners-l-p-eott.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"recapitalization-agreement-eott-energy-partners-l-p-eott","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/recapitalization-agreement-eott-energy-partners-l-p-eott.html","title":{"rendered":"Recapitalization Agreement &#8211; EOTT Energy Partners L.P., EOTT Energy Corp., Enron Corp., Koch Petroleum Group L.P."},"content":{"rendered":"<pre>\n                           RECAPITALIZATION AGREEMENT\n\n\n         THIS RECAPITALIZATION AGREEMENT (this \"Agreement\") is being entered\ninto as of this 6th day of September, 2001 by and among EOTT Energy Partners,\nL.P., a Delaware limited partnership (\"EOTT\"), EOTT Energy Corp., a Delaware\ncorporation and general partner of EOTT (the \"General Partner\"), Enron Corp., an\nOregon corporation (\"Enron\"), and Koch Petroleum Group, L.P., a Delaware limited\npartnership (\"Koch\"). Any capitalized term used in this Agreement and not\ndefined will have the meaning assigned to it in the Amended and Restated\nAgreement of Limited Partnership of EOTT (as amended to date, the \"Partnership\nAgreement\").\n\n         WHEREAS, Koch is the owner of 2,000,000 Subordinated Units (the \"Koch\nInterest\"), the General Partner is the owner of 7,000,000 Subordinated Units\n(the \"EOTT Energy Corp. Interest\"), and Enron is the owner of $9,318,213 of APIs\n(the \"Enron Interest\"), and each of them desires that its interest be converted\ninto other securities issued by EOTT;\n\n         WHEREAS, the parties hereto intend that the securities to be issued in\nexchange for the Koch Interest, the EOTT Energy Corp. Interest and the Enron\nInterest will be exempt pursuant to Section 3(a)(9) under the Securities Act;\nand\n\n         WHEREAS, Enron desires to grant to EOTT an option to purchase 1,100,000\nCommon Units;\n\n         NOW, THEREFORE, in consideration of the mutual covenants and conditions\ncontained herein and other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto agree as\nfollows:\n\n\n\n                                   ARTICLE I.\n           CONVERSION OF UNITS AND APIs AND ISSUANCE OF BACKUP OPTION\n\n         1.1 Conversion of Units and APIs. The General Partner hereby consents\nto, and agrees to propose to the holders of Outstanding Units, an amendment to\nthe Partnership Agreement in the form attached as Exhibit A to this Agreement\n(the \"Amendment\") that, upon receipt of Unitholder Approval (as defined herein)\nand satisfaction or waiver of the conditions set forth in Article III, will\nresult in the conversion of:\n\n         (a) the Koch Interest into 900,000 Common Units and an option (the\n\"Option\") to purchase 1,100,000 Common Units, at an exercise price of $21.10 per\nCommon Unit, which Option shall be evidenced by, and the terms and conditions of\nwhich shall be governed by, an Option Agreement (the \"Option Agreement\") in the\nform attached as Annex I to Exhibit A to this Agreement;\n\n\n                                       1\n   2\n\n\n         (b) the EOTT Energy Corp. Interest into 3,150,000 Common Units; and\n\n         (c) the Enron Interest into 219,815 Common Units.\n\nUpon satisfaction or waiver of the conditions set forth in Article III, the\nparties will conduct a closing (the \"Closing\"). At the Closing, which the\nparties agree will occur promptly upon satisfaction of the conditions set forth\nin Section 3.1, (i) the General Partner will execute the Amendment, (ii) EOTT\nwill issue in the name of each of Koch, the General Partner and Enron (or such\ndesignees as any of them may designate as permitted by this Agreement)\ncertificates representing the number of Common Units to which each of them is\nentitled on conversion of their interests and will execute and deliver to Koch\nthe Option Agreement to evidence the Option and (iii) Enron will execute and\ndeliver to EOTT the Backup Option (as defined below). The date on which the\nClosing occurs is referred to herein as the \"Closing Date.\"\n\n         1.2 Backup Option. Enron agrees that, on the Closing Date, Enron will\ngrant to EOTT an option (the \"Backup Option\") to purchase 1,100,000 Common\nUnits, at an exercise price of $21.10 per Common Unit, which Option shall be\nevidenced by, and the terms and conditions of which shall be governed by, an\nOption Agreement in the form attached as Exhibit B to this Agreement.\n\n\n\n                                  ARTICLE II.\n                    REPRESENTATIONS, WARRANTIES AND COVENANTS\n\n         2.1 Representations, Warranties and Covenants of EOTT and the General\nPartner. EOTT and the General Partner hereby represent and warrant to and\ncovenant with the other parties to this Agreement that:\n\n                  (a) each of them is duly organized, validly existing and in\ngood standing under the laws of the State of Delaware with partnership or\ncorporate power and authority to enter into this Agreement, to perform its\nrespective obligations hereunder and to conduct its business as conducted and\nproposed to be conducted; each of EOTT Energy Finance Corp., EOTT Energy General\nPartner, L.L.C., EOTT Energy Operating Limited Partnership, EOTT Energy Pipeline\nLimited Partnership, EOTT Energy Canada Limited Partnership and EOTT Energy\nLiquids, L.P. (collectively, the \"Subsidiaries\") is duly organized, validly\nexisting and in good standing under the laws of the State of Delaware with\npartnership, corporate or limited liability company power and authority to\nconduct its business as conducted and proposed to be conducted; the Subsidiaries\nare the only subsidiaries of EOTT;\n\n                  (b) the execution and delivery of this Agreement by each of\nEOTT and the General Partner and the performance by each of them of the\ntransactions contemplated hereby have been duly and validly approved and\nauthorized by all necessary partnership or corporate action on the part of EOTT\nand the General Partner, and this Agreement is the legal, valid and binding\nobligation of each of EOTT and the General Partner, enforceable against each of\nthem in accordance with its terms, subject, \n\n\n                                       2\n   3\n\n\nas to enforcement, to bankruptcy, insolvency, reorganization and other laws of\ngeneral application affecting creditor's rights generally;\n\n                  (c) provided that Unitholder Approval is obtained, neither the\nexecution or the delivery of this Agreement by EOTT or the General Partner nor\nthe consummation of the transactions contemplated hereby will (i) conflict with\nor result in a breach, default or violation of the partnership agreement or the\norganizational documents of EOTT, of the General Partner or of any Subsidiary,\n(ii) conflict with or result in a breach, default or violation of any legal\nrequirement, including the requirements of the New York Stock Exchange (the\n\"NYSE\"), or any agreement, document, instrument, judgment, decree, order,\ngovernmental permit, certificate or license to which EOTT, the General Partner\nor any Subsidiary is a party or to which any of them is subject, (iii) except\nfor filings required by the Commission, require EOTT, the General Partner or any\nSubsidiary to obtain or make any waiver, consent, action, approval, clearance or\nauthorization of, or registration, declaration or filing with, any governmental\nentity, or (iv) require EOTT, the General Partner or any Subsidiary to obtain\nthe consent of or give notice to any private nongovernmental third party not\nalready obtained or given, except for notices that may be required following\nreceipt of Unitholder Approval;\n\n                  (d) EOTT has received a fairness opinion meeting the\nrequirements of Section 5.10 of the First Supplemental Indenture, dated as of\nOctober 1, 1999, among EOTT, EOTT Energy Finance Corp., EOTT Energy Operating\nLimited Partnership, EOTT Energy Pipeline Limited Partnership, EOTT Energy\nCanada Limited Partnership and The Bank of New York;\n\n                  (e) the vote of holders of Common Units or Subordinated Units\nrequired to approve the Amendment is the affirmative vote of the holders of at\nleast two-thirds of the Outstanding Common Units and the holders of at least\ntwo-thirds of the Outstanding Subordinated Units, voting as separate classes\n(\"Unitholder Approval\"); except for actions specified by this Agreement, no\nother action on the part of the General Partner, EOTT or any of the Subsidiaries\nis necessary to authorize and effect the transactions contemplated by this\nAgreement;\n\n                  (f) neither EOTT nor any of its Affiliates has knowingly\nwithheld material factual information from, or knowingly provided materially\nfalse or misleading factual information to, the other parties hereto regarding\nthe transactions contemplated by this Agreement or the future plans of EOTT;\n\n                  (g) the 900,000 Common Units to be issued to Koch, the\n3,150,000 Common Units to be issued to the General Partner and the 219,815\nCommon Units to be issued to Enron pursuant to the Amendment will be, upon\neffectiveness of the Amendment, validly issued, fully paid (except as provided\nin Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) and\nnon-assessable Common Units; the Option will, upon effectiveness of the\nAmendment, be a validly issued and binding obligation of EOTT; and all Common\nUnits to be issued to Koch upon exercise of the Option will be, upon exercise\nthereof and payment of the consideration provided for \n\n\n                                       3\n   4\n\n\ntherein, validly issued, fully paid (except as provided in Section 17-607 of the\nDelaware Revised Uniform Limited Partnership Act) and non-assessable Common\nUnits;\n\n                  (h) EOTT will, as soon as practicable following the execution\nof this Agreement, prepare and file with the Commission a proxy statement and\nother proxy material (collectively, with any amendments thereto and any\ndocuments incorporated by reference therein, the \"Proxy Statement\"), in\ncompliance in all material respects with the requirements of the Commission\nunder the Securities Exchange Act of 1934 (the \"Exchange Act\"), relating to a\nspecial meeting of Limited Partners (the \"Special Meeting,\" which term shall\ninclude any adjournments thereof) to be held pursuant to Section 15.4 of the\nPartnership Agreement for the purpose of voting on the Amendment, and such\nmatter shall be the only matter that the Limited Partners will be requested to\nvote upon at the Special Meeting, other than procedural matters; upon\nsatisfaction of applicable Commission requirements, EOTT will mail to Record\nHolders a Notice of Special Meeting and will hold the Special Meeting as soon as\npracticable thereafter to vote upon the Amendment; the Proxy Statement will not\ncontain any untrue statement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they were made, not\nmisleading; the consolidated financial statements of EOTT to be incorporated by\nreference into the Proxy Statement, including any amendments thereto, will\ncomply as to form in all material respects with applicable accounting\nrequirements and the published rules and regulations of the Commission with\nrespect thereto;\n\n                  (i) when the Special Meeting is first convened, the General\nPartner will vote all Units held by it in favor of the Amendment; upon obtaining\nUnitholder Approval and satisfaction or waiver of the other conditions to\nClosing, the Amendment will be duly authorized and effective as an amendment to\nthe Partnership Agreement, effective on and as of the date Unitholder Approval\nis obtained; the General Partner will recommend that Unitholders vote in favor\nof the Amendment and will not change such recommendation unless in its good\nfaith judgment it is required by its fiduciary duty to do so; and the General\nPartner will take no action to postpone or adjourn, or that would have the\neffect of postponing or adjourning, the Special Meeting, except for the purpose\nof soliciting additional proxies in order to obtain Unitholder Approval with\nrespect to the Common Units held by holders other than Enron;\n\n                  (j) EOTT has filed with the Commission and the NYSE all\nperiodic reports and all material schedules, forms, statements and other\ndocuments required by the Exchange Act or the rules of the NYSE to be filed by\nEOTT since March 25, 1994 (collectively, and in each case including all exhibits\nand schedules thereto and documents incorporated by reference therein, the\n\"Public Documents\"); as of their respective dates, except to the extent revised\nor superseded by a subsequent filing with the Commission or the NYSE, the Public\nDocuments complied in all material respects with the requirements of the\nSecurities Act, the Exchange Act or the rules and regulations of the NYSE, as\nthe case may be, and none of the Public Documents (including any and all\nfinancial statements included therein) as of such dates contained any untrue\nstatement of a material fact or omitted to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were \n\n\n                                       4\n   5\n\n\nmade, not misleading; the consolidated financial statements of EOTT included in\nall Public Documents, including any amendments thereto, comply as to form in all\nmaterial respects with applicable accounting requirements and the published\nrules and regulations of the Commission with respect thereto;\n\n                  (k) EOTT has furnished to Koch and Enron a true, correct and\ncomplete copy of the certificate of limited partnership of EOTT and the\nPartnership Agreement, together with all amendments thereto (collectively, the\n\"EOTT Organizational Documents\"), and the EOTT Organizational Documents are in\nfull force and effect as of the date hereof and constitute all of the\norganizational and governing documents for EOTT; there are no proceedings or\nactions pending or contemplated to dissolve EOTT;\n\n                  (l) as of date hereof, the total number of issued and\noutstanding equity interests of EOTT consist of a 1.98% general partner interest\nand limited partner interests consisting of 18,476,011 Common Units, 9,000,000\nSubordinated Units and $9,318,213 of APIs; except as contemplated by the\nPartnership Agreement, EOTT's other organizational documents and this Agreement,\nand except for options granted under EOTT's 1994 Unit Option Plan, there are no\noutstanding rights, subscriptions, calls, options, warrants, preemptive rights,\nconversion rights or agreements granted or issued by or binding upon EOTT for\nthe purchase or acquisition (contingent or otherwise) from EOTT of any Units (as\ndefined in the Partnership Agreement) or any other equity securities (other than\nAPIs), and except as contemplated by this Agreement EOTT is not subject to any\nobligation (contingent or otherwise) to repurchase or otherwise acquire or\nretire any Units or any security convertible into or exchangeable for any Units\nor other interests in EOTT (other than the obligation to redeem APIs); to the\nknowledge of EOTT and except as set forth in this Agreement, there is no voting\ntrust, agreement or arrangement among any of the beneficial holders of Units\naffecting the exercise of the voting rights of such Units or that in any way\naffects any Limited Partner's ability or right to freely alienate or vote such\nUnits;\n\n                  (m) except as disclosed in the Public Documents or as\ncontemplated by this Agreement, since June 30, 2001, (i) neither EOTT nor any\nSubsidiary has entered into any material transaction that was not entered into\nin the ordinary course of its business, (ii) there has been no material adverse\nchange in the financial condition or performance of EOTT and the Subsidiaries\ntaken as a whole, (iii) there has been no damage to, destruction of or loss of\nany of the properties or assets of EOTT or any Subsidiary (whether or not\ncovered by insurance) materially adversely affecting the financial condition or\nperformance of EOTT and the Subsidiaries taken as a whole, (iv) neither EOTT nor\nany Subsidiary has declared or paid any distributions other than in accordance\nwith its organizational documents, (v) there has been no labor dispute that has\nhad a material adverse effect on the ability of EOTT and the Subsidiaries to\nconduct their businesses, (vi) there has been no change in the contingent\nobligations of EOTT or any Subsidiary by way of guaranty, endorsement,\nindemnity, warranty or otherwise that has had a material adverse effect on the\nfinancial condition of EOTT and the Subsidiaries taken as a whole and (vii) no\nevent has occurred that might reasonably be expected to have a material adverse\neffect on the financial condition or performance of EOTT and the \n\n\n                                       5\n   6\n\n\nSubsidiaries taken as a whole or the ability of EOTT and the Subsidiaries to\nconduct their businesses as they are currently being conducted;\n\n                  (n) there are no civil, criminal, administrative, arbitration\nor other proceedings or governmental investigations pending or, to the knowledge\nof the General Partner, threatened, against EOTT or any of its Affiliates that\nseek to restrain or enjoin the transactions contemplated by this Agreement;\n\n                  (o) prior to the receipt of Unitholder Approval, EOTT will\ncause the Common Units to be issued pursuant to this Agreement, including the\nCommon Units to be issued on exercise of the Option, to be listed for trading on\nthe NYSE, subject to official notice of issuance; and\n\n                  (p) no Person other than other parties to this Agreement has\nsolicited the General Partner to accept the exchange of the EOTT Energy Corp.\nInterest for other securities of EOTT as provided in this Agreement, and no\nremuneration has been or will be paid or given directly or indirectly for\nsoliciting the exchange contemplated by this Agreement.\n\n         2.2 Representations, Warranties and Covenants of Enron. Enron hereby\nrepresents and warrants to and covenants with the other parties to this\nAgreement that:\n\n                  (a) it is duly organized, valid existing and in good standing\nas a corporation under the state laws of the State of Oregon with corporate\npower and authority to enter into this Agreement and to perform its obligations\nhereunder;\n\n                  (b) the execution and delivery of this Agreement and the\nperformance by it of the transactions contemplated hereby have been duly and\nvalidly approved and authorized by all necessary corporate action on the part of\nEnron, and this Agreement constitutes the legal, valid and binding obligation of\nEnron, enforceable against it in accordance with its terms, subject, as to\nenforcement, to bankruptcy, insolvency, reorganization and other laws of general\napplication affecting creditor's rights generally;\n\n                  (c) the execution and delivery of the Backup Option and the\nperformance by it of the transactions contemplated thereby have been duly and\nvalidly authorized by all necessary corporate action on the part of Enron, and,\nwhen executed by Enron, the Backup Option will constitute the legal, valid and\nbinding obligation of Enron, enforceable against Enron in accordance with its\nterms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and\nother laws of general application affecting creditor's rights generally; the\nCommon Units to be delivered by Enron upon exercise of the Backup Option (and\npayment of the exercise price thereof) are validly issued, fully paid (except as\nprovided in Section 17-607 of the Delaware Revised Uniform Limited Partnership\nAct) and non-assessable Common Units and will be delivered free and clear of any\nliens, claims or encumbrances;\n\n                  (d) neither the execution or the delivery of this Agreement or\nthe Backup Option by Enron nor the consummation of the transactions contemplated\nhereby or thereby will (i) conflict with or result in a breach, default or\nviolation of the \n\n\n                                       6\n   7\n\n\norganizational documents of Enron, (ii) conflict with or result in a breach,\ndefault or violation of any legal requirement or any agreement, document,\ninstrument, judgment, decree, order, governmental permit, certificate or license\nto which Enron is a party or to which it is subject, (iii) except for filings\nrequired by the Commission, require Enron to obtain or make any waiver, consent,\naction, approval, clearance or authorization of, or registration, declaration or\nfiling with, any governmental entity, or (iv) require Enron to obtain the\nconsent of or give notice to any private nongovernmental third party not already\nobtained or given, except for notices that may be required following receipt of\nUnitholder Approval;\n\n                  (e) it has received and carefully reviewed the provisions of\nthe Partnership Agreement and the Public Documents and has had adequate\nopportunity to ask questions of and receive answers from the officers and\ndirectors of the General Partner concerning the business, financial condition,\nproperties, operations and prospects of EOTT, and all such questions have been\nanswered to its full satisfaction; it is acquiring the Common Units for its own\naccount and not with a present view to or in connection with the distribution\nthereof in violation of the Securities Act; it understands that the Common Units\nto be issued to it will, upon issuance thereof by EOTT, be subject to the terms,\nconditions and restrictions of the Partnership Agreement and may not be sold or\ntransferred in violation of applicable federal or state securities laws;\n\n                  (f) when the Special Meeting is first convened, it will vote\nall Units held by it in favor of the Amendment; and it will take no action to\npostpone or adjourn the Special Meeting, except for the purpose of permitting\nthe General Partner to solicit additional proxies in order to obtain Unitholder\nApproval with respect to the Common Units held by holders other than Enron;\n\n                  (g) Enron hereby gives its prior written consent to the\nAmendment, as required by Section 11.11 of the Amended and Restated Credit\nAgreement, dated as of December 1, 1998, between EOTT Energy Operating Limited\nPartnership, as borrower, and Enron, as lender; and\n\n                  (h) no Person other than other parties to this Agreement has\nsolicited Enron to accept the exchange of the Enron Interest for other\nsecurities of EOTT as provided in this Agreement.\n\n         2.3 Representations, Warranties and Covenants of Koch. Koch hereby\nrepresents and warrants to and covenants with the other parties to this\nAgreement that:\n\n                  (a) it is duly organized, validly existing and in good\nstanding as a limited partnership under the State of Delaware, with partnership\npower and authority to enter into this Agreement and to perform its obligations\nhereunder;\n\n                  (b) the execution and delivery of this Agreement and the\nperformance by it of the transactions contemplated hereby have been duly and\nvalidly approved and authorized by all necessary partnership action on the part\nof Koch, and this Agreement is the legal, valid and binding agreement of Koch,\nenforceable against it in accordance with \n\n\n                                       7\n   8\n\n\nits terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization\nand other laws of general application affecting creditor's rights generally;\n\n                  (c) neither the execution or the delivery of this Agreement by\nKoch nor the consummation of the transactions contemplated hereby will (i)\nconflict with or result in a breach, default or violation of the partnership\nagreement of Koch, (ii) conflict with or result in a breach, default or\nviolation of any legal requirement or any agreement, document, instrument,\njudgment, decree, order, governmental permit, certificate or license to which\nKoch is a party or to which it is subject, (iii) except for filings required by\nthe Commission, require Koch to obtain or make any waiver, consent, action,\napproval, clearance or authorization of, or registration, declaration or filing\nwith, any governmental entity, or (iv) require Koch to obtain the consent of or\ngive notice to any private nongovernmental third party not already obtained or\ngiven;\n\n                  (d) at the Special Meeting it will vote all Units held by it\nin favor of the Amendment;\n\n                  (e) it has carefully reviewed the provisions of the\nPartnership Agreement and the Public Documents and has had adequate opportunity\nto ask questions of and receive answers from the officers and directors of the\nGeneral Partner concerning the business, financial condition, properties,\noperations and prospects of EOTT, and all such questions have been answered to\nits full satisfaction; it is acquiring the Common Units and the Option for its\nown account; it understands that the 900,000 Common Units to be issued to it\nupon receipt of Unitholder Approval and upon exercise of the Option will, upon\nissuance thereof by EOTT, be subject to the terms, conditions and restrictions\nof the Partnership Agreement and may not be sold or transferred in violation of\napplicable federal or state securities laws; and\n\n                  (f) no Person other than other parties to this Agreement has\nsolicited Koch to accept the exchange of the Koch Interest for other securities\nof EOTT as provided in this Agreement.\n\n\n\n                                  ARTICLE III.\n                     CONDITIONS PRECEDENT TO THE OBLIGATIONS\n                             OF THE PARTIES TO CLOSE\n\n         3.1 Conditions to Obligations of Each Party. The obligations of each of\nEOTT, the General Partner, Enron and Koch to consummate the transactions\ncontemplated by this Agreement to be consummated on the Closing Date are subject\nto the satisfaction of the following conditions:\n\n                  (a) Unitholder Approval shall have been obtained;\n\n                  (b) no provision of any applicable law or regulation and no\njudgment, injunction, order or decree shall prohibit the consummation of any of\nthe transactions contemplated hereby;\n\n\n                                       8\n   9\n\n\n                  (c) the representations and warranties of each other party to\nthis Agreement contained in this Agreement made at the time of the execution of\nthis Agreement shall not, as of the Closing Date, be untrue or incorrect in any\nmaterial respect (provided that the issuance by EOTT of additional indebtedness\nto refinance existing indebtedness or the sale of Common Units in compliance\nwith Section 4.1 shall not be deemed to be such a breach);\n\n                  (d) on or prior to the Closing Date, each other party to this\nAgreement shall have performed in all material respects the covenants and\nagreements of each such other party required to be performed on or prior to the\nClosing Date; and\n\n                  (e) each party shall have received from each other party a\ncertificate, dated the Closing Date and validly executed on behalf of such other\nparty, to the effect that the conditions in paragraphs (c) and (d) with respect\nto such other party have been satisfied.\n\nAny party may waive the failure of EOTT, the General Partner and\/or Enron to\nsatisfy the conditions in paragraphs (c), (d) or (e) above as such paragraphs\napply to EOTT, the General Partner and\/or Enron; provided, however, that such\nconditions shall be deemed satisfied with respect to EOTT, the General Partner\nand\/or Enron if Koch waives such failure. Any party other than Koch may waive\nthe failure of Koch to satisfy the conditions in paragraphs (c), (d) or (e)\nabove as such paragraphs apply to Koch (provided that neither Enron, EOTT or the\nGeneral Partner will waive any such failure without the written consent of the\nother), and a waiver by any of such parties shall be deemed a satisfaction of\nsuch conditions.\n\n\n\n                                   ARTICLE IV.\n                               REGISTRATION RIGHTS\n\n         4.1 Purchase of Common Units Issued on Conversion of Koch Interest in\nthe Event of a Sale by EOTT Prior to the Unitholder Vote or Effectiveness of\nResale Registration Statement. EOTT agrees that, if it proposes to sell Common\nUnits for cash prior to the date of the Special Meeting or prior to the date the\nregistration statement referred to in Section 4.2 is effective, it will notify\nKoch of its proposed sale at least three business days, but not more than 10\ndays, prior to the date of the proposed sale. If Koch desires to sell to EOTT\nall or a portion of the Common Units to be issued to Koch on conversion of the\nKoch Interest pursuant to the Amendment other than Common Units issuable upon\nexercise of the Option (the \"Amendment Common Units\") with a portion of the\nproceeds from such sale, then Koch shall make a written request to EOTT, within\ntwo business days after receipt of EOTT's notice, specifying the number of\nAmendment Common Units it desires to sell to EOTT and the minimum price per\nAmendment Common Unit for which it would be willing to sell such Amendment\nCommon Units (the \"Minimum Price\"). In the event that the sale price per Common\nUnit (after deducting underwriting discounts and commissions per Common Unit) is\nequal to or greater than the Minimum Price, EOTT will purchase the Amendment\nCommon Units specified in \n\n\n                                       9\n   10\n\n\nKoch's notice for cash in immediately available funds at a purchase price per\nCommon Unit equal to the sale price per Common Unit, less underwriting discounts\nand commissions per Common Unit, received by EOTT with respect to its sale of\nCommon Units. Such purchase by EOTT from Koch will occur on the later of the\ndate of closing of the sale of Common Units by EOTT and the Closing Date.\nNothing herein shall require EOTT to proceed with its sale of Common Units if it\ndetermines that it is in its best interest not to do so.\n\n         4.2 Registration Statement Relating to the Koch Interest. EOTT agrees\nto prepare and file with the Commission (as promptly as practical following the\nexecution of this Agreement), and use reasonable efforts to cause to become\neffective prior to the date of the Special Meeting, a shelf registration\nstatement under the Securities Act registering the offering and sale of the Koch\nInterest (including any securities into which the Koch Interest may be converted\nupon receipt of Unitholder Approval and Common Units issuable upon exercise of\nthe Option) by Koch or any Affiliate of Koch (a \"Holder\"). The plan of\ndistribution in such registration statement shall cover offerings and sales (a)\nin one or more transactions on the NYSE, (b) in underwritten public offerings,\n(c) in block trades (which may involve crosses) in which the broker or dealer\nwill attempt to sell the common units as agent but may position and resell a\nportion of the block as principal to facilitate the transaction, (d) in\npurchases by a broker or dealer as principal and resale by such broker or dealer\nfor its own account pursuant to the prospectus, (e) in other secondary\ndistributions in accordance with the rules of the New York Stock Exchange, (f)\nin ordinary brokerage transactions and transactions in which the broker solicits\npurchasers, (g) in privately negotiated transactions and (h) in any combination\nof the foregoing, and such transactions may take place at prevailing market\nprices, at negotiated prices or at fixed prices. In connection with any\nregistration pursuant to this Section 4.2, EOTT shall promptly prepare and file\nsuch documents as may be necessary to register or qualify the securities subject\nto such registration under the securities laws of such states as the Holder\nshall reasonably request and shall do any and all other acts and things that may\nreasonably be necessary or advisable to enable the Holder to consummate a public\nsale of such Common Units in such states in accordance with the plan of\ndistribution in such registration statement; provided, however, that no such\nqualification shall be required in any jurisdiction where, as a result thereof,\nEOTT would be required to register as a broker or dealer or would become subject\nto general service of process or to taxation or qualification to do business as\na foreign corporation or partnership doing business in such jurisdiction.\nFollowing the effectiveness of such registration statement, EOTT shall use\nreasonable efforts to cause such registration statement to remain effective and\nto file such amendments and supplements to such registration statement and any\nprospectus included therein as may be necessary to permit such sales from time\nto time; provided that EOTT's obligations under this Section 4.2 shall cease on\nthe second anniversary of the Closing Date.\n\n         4.3 Piggy Back Rights. \n\n                  (a) If EOTT shall propose to effect an underwritten public\noffering of Common Units for cash pursuant to an underwriting agreement that\nwill be executed and delivered on or following the effective date of the\nregistration statement referred to in \n\n\n                                       10\n   11\n\n\nSection 4.2 and on or after the date of the Special Meeting, EOTT shall deliver\nwritten notice (the \"EOTT Notice\") of such fact to the Holder at least ten (10)\ndays prior to the date it desires to enter into an underwriting agreement in\nrespect of such offering, specifying the number of Common Units that EOTT\nreasonably expects to offer and sell in such offering. Upon receipt of the EOTT\nNotice, the Holder shall have a period of five (5) days thereafter to notify\nEOTT that it desires to include in such offering the Amendment Common Units or\nCommon Units acquired upon exercise of the Option (the \"Option Common Units\"),\nor both, or such portion thereof as shall be specified in the Holder's notice\n(the \"Holder's Notice\"). Upon receipt of any such request from the Holder, EOTT\nshall include such Common Units in its offering; provided, however, that EOTT\nshall not be obligated to include that portion of the Common Units held by the\nHolder in such offering if and to the extent that the managing underwriters of\nsuch offering advise EOTT and the Holder in writing that in its good faith\nopinion the inclusion of that portion of the Holder's Common Units would\nadversely and materially affect the success of the offering.\n\n                  (b) Notwithstanding the last sentence of subsection (a) above,\nif EOTT proposes to effect an underwritten public offering of Common Units that\nwould be completed on or prior to the Koch Lock-up Expiration Date as to which\none or more Holders has notified EOTT that it desires to include Common Units in\nthe manner specified above and the managing underwriters of such offering advise\nEOTT and the Holder (or Holders) in writing that, in their good faith opinion\nthe inclusion of all or some of the Common Units of the Holder (or Holders)\nrequested to be included in such offering pursuant to the Holder's Notices would\nadversely and materially affect the success of the offering, then the number of\nCommon Units to be offered by EOTT, and the Holder or Holders in the aggregate\nshall be reduced to a number that, based on the good faith opinion of the\nmanaging underwriters of such offering given to EOTT and the Holder (or Holders)\nin writing, would not adversely and materially affect the success of the\noffering (the \"Initial Offering Maximum Number of Units\"), and the Initial\nOffering Maximum Number of Common Units shall be allocated among EOTT and the\nHolder (or Holders) in the following order of priority: (i) first, EOTT shall be\nentitled to sell up to 2,650,000 Common Units to the extent such quantity of\nCommon Units does not exceed the Initial Offering Maximum Number of Units, (ii)\nsecond, the Holder (along with any other Holders) shall collectively be entitled\nto sell up to 350,000 Common Units to the extent such quantity, when added to\nthe quantity of Common Units to be sold pursuant to the allocation specified in\nclause (i) above, does not exceed the Initial Offering Maximum Number of Units\nand (iii) third, EOTT, on one hand, and the Holder or Holders, on the other\nhand, shall be entitled to sell Common Units up to the difference between the\nInitial Offering Maximum Number of Units and the number of Common Units to be\nsold pursuant to the allocations specified in clauses (i) and (ii) above pro\nrata based upon, with respect to EOTT, on one hand, the total number of Common\nUnits it initially proposed that it offer and sell in such offering as specified\nin the EOTT Notice less the total number of Common Units to be sold pursuant to\nthe allocation in clause (i) above and, with respect to the Holder or Holders,\non the other hand, the total number of Common Units it or they initially\nproposed to offer and sell in such offering as specified in their Holders'\nNotices less the number of Common Units to be sold by it or them pursuant to the\nallocation in clause (ii) above.\n\n\n                                       11\n   12\n\n\n                  (c) Notwithstanding the last sentence of subsection (a) above,\nin the event that (i) EOTT shall propose to effect an underwritten public\noffering of Common Units for cash pursuant to an underwriting agreement that\nwill be executed and delivered after the completion of the first public offering\nsubject to this Section 4.3 but on or prior to the Koch Lock-up Expiration Date\n(the \"Subsequent Offering\"), (ii) the Holder or Holders who proposed to sell\nCommon Units in such first offering (the \"Initial Offering\") did not sell all of\nthe Common Units it or they proposed to sell in the Initial Offering as\nspecified in their Holders' Notices relating to the Initial Offering, (iii) such\nHolder or Holders shall specify in their Holders' Notice with respect to the\nSubsequent Offering that it or they desire to include Common Units in such\nSubsequent Offering and (iv) the managing underwriters of the Subsequent\nOffering provide written advice to EOTT and the Holder (or Holders) that have\ngiven a Holder's Notice with respect to the Subsequent Offering in writing that,\nin the good faith opinion of the managing underwriters the inclusion of all or\nsome of the Common Units of such Holder (or Holders) would adversely and\nmaterially affect the success of the offering, then the number of Common Units\nto be offered by EOTT and the Holder (or Holders) shall be reduced to a number\nthat, based on the good faith opinion of the managing underwriters of such\noffering given to EOTT and such Holder (or Holders) in writing, would not\nadversely and materially affect the success of the offering (the \"Subsequent\nOffering Maximum Number of Units\"), and the Subsequent Offering Maximum Number\nof Units shall be allocated among EOTT and the Holder (or Holders) in the\nfollowing order of priority: (i) first, EOTT shall be entitled to sell up to\n2,650,000 Common Units less the number of Common Units it sold pursuant to\nclause (i) of subsection (b) above, (ii) second, the Holder or Holders shall\ncollectively be entitled to sell up to 350,000 Common Units less the number of\nCommon Units it or they sold pursuant to clause (ii) of subsection (b) above and\n(iii) third, the number of Common Units equal to the difference between the\nSubsequent Offering Maximum Number of Units and the number of Common Units to be\nsold pursuant to clauses (i) and (ii) of this sentence shall be allocated on a\npro rata basis based upon, with respect to EOTT, on the one hand, the total\nnumber of Common Units it initially proposed to sell in the Subsequent Offering\nas specified in the EOTT Notice relating to such offering less the total number\nof Common Units to be sold by it pursuant to the allocation specified in clause\n(i) of this sentence and, with respect to the Holder or Holders, on the other\nhand, the total number of Common Units it or they initially proposed to sell in\nthe Subsequent Offering as specified in their Holders' Notices relating to such\noffering less the total number of Common Units to be sold by it or them pursuant\nto the allocation specified in clause (ii) of this sentence.\n\n                  (d) In connection with any offering and sale subject to this\nSection 4.3 that occurs on or prior to the Koch Lock-up Expiration Date, in the\nevent less than all of the Common Units that the Holder desires to be included\nin such offering are not included as a result of the advice of the managing\nunderwriter as provided in the preceding sentence, there may be no Common Units\nsold by other holders of Common Units in such offering. If any Common Units that\nthe Holder desires to be included in any offering are excluded, the Holder shall\nbe entitled to have the excluded shares subject to the Underwriters'\nover-allotment option, subject to the customary limits on the size of the\nover-allotment option, with such shares to have the first priority with respect\nto purchase by the underwriters. In connection with any offering subject to this\nSection 4.3 \n\n\n                                       12\n   13\n\n\nthat occurs after the Koch Lock-up Expiration Date, any reduction in Common\nUnits sold by selling holders of Common Units shall be pro rata based on the\nnumber of Common Units that each desired to be included in the offering.\n\n                  (e) All of the costs and expenses incurred by EOTT in\nconnection with any such offering (other than the underwriting discounts and\ncommissions applicable to the Holder's Common Units sold) shall be paid by EOTT,\nwithout reimbursement by the Holder. Nothing herein shall require EOTT to\nproceed with such offering if it determines that it is in its best interest not\nto do so. Each Holder who, at the time of the pricing of an offering, elects to\nsell Common Units in such offering pursuant to this Section 4.3 shall enter into\nan underwriting agreement with the managing underwriters for such offering, in\nusual and customary form reasonably acceptable to the Holders, provided that (i)\nthe Holders' aggregate indemnification and contribution liability thereunder\nshall not exceed their net proceeds therefrom and (ii) any lock-up agreement\npursuant to such underwriting agreement shall be subject to the time limitations\nset forth in Section 4.4. EOTT's obligations under this Section 4.3 shall cease\non the second anniversary of the Closing Date.\n\n         4.4 Lockup Agreement. Koch agrees that it will not, and that any Holder\nowning all or any portion of the Subordinated Units now owned by Koch, the\nAmendment Common Units or any Option Common Units will not, sell or otherwise\ntransfer or dispose of (other than to donees or Affiliates who agree to be\nsimilarly bound) any such Units held by it until the earlier of (a) 120 days\nfollowing the Closing Date and (b) 90 days (or such earlier date as may be\nallowed by the managing underwriter or underwriters of such offering) following\nthe execution and delivery of an underwriting agreement for the first\nunderwritten public offering of Common Units by EOTT following the date of this\nAgreement (the earlier date provided for in clauses (a) and (b) is referred to\nherein as the \"Koch Lock-up Expiration Date\") provided that such restriction\nshall not apply to (i) Common Units being sold to EOTT pursuant to Section 4.1\nor being sold in an offering made pursuant to Section 4.3 or (ii) Common Units\npurchased by a Holder in any such offering or on the open market after\ncompletion of such offering. With respect to any underwritten public offering\nmade pursuant to Section 4.1 or Section 4.3, each Holder will enter into a\nlock-up agreement with the underwriters in customary form as specified by the\nmanaging underwriter or underwriters of such offering; provided, however, that\n(i) with respect to any public offering for which the underwriting agreement is\nexecuted and delivered on or before January 31, 2002, the lock-up period will\nnot extend beyond the Koch Lock-up Expiration Date and (ii) such obligation\nshall not apply to any such offering for which an underwriting agreement is\nentered into after January 31, 2002 unless a Holder sells Common Units in such\noffering, in which case all Holders shall enter into a lockup agreement as\nspecified above not to exceed the shorter of (x) the lock-up period to which\nEOTT will be obligated under such underwriting agreement and (y) 90 days from\nthe date of the execution and delivery of the underwriting agreement relating\nthereto. Enron and the General Partner agree that neither of them nor any of\ntheir Affiliates will sell or otherwise transfer or dispose of (other than to\ndonees or Affiliates who agree to be similarly bound) any Units held by any of\nthem until the earlier of (X) 180 days following the Closing Date and (Y) the\ndate on which the Option has been fully exercised and neither Koch nor any\nHolder own any \n\n\n                                       13\n   14\n\n\nAmendment Common Units or Option Common Units. In addition, Enron and the\nGeneral Partner agree to enter into, and to cause any such Affiliate owning\nCommon Units to enter into, a lockup agreement with the underwriters in\ncustomary form as specified by the managing underwriter or underwriters of any\noffering of Common Units following the date of this Agreement covering a period\nnot in excess of the shortest of (i) the lock-up period to which EOTT will be\nobligated under the underwriting agreement relating to such offering, (ii) 90\ndays, and (iii) the shortest lock-up period specified with respect to any Holder\nparticipating in such offering.\n\n         4.5 Costs and Expenses of Registration and Offerings. Except as\notherwise provided herein, all of the costs and expenses incurred by EOTT in\nconnection with any registration statement and any offering pursuant to such\nregistration statement shall be paid by EOTT, without reimbursement by the\nHolder. In connection with any underwritten public offering pursuant to the\nregistration statement referred to in Section 4.2, EOTT agrees to enter into an\nunderwriting agreement containing customary terms and conditions, but only if\nthe managing underwriters in such offering are satisfactory to EOTT.\nNotwithstanding the foregoing, EOTT shall not be required to bear the costs and\nexpenses of more than two underwritten public offerings (exclusive of offerings\nreferred to in Section 4.3) on behalf of Persons holding registration rights\npursuant to this Agreement. In the event a Holder requests that EOTT enter into\nany underwriting agreement for any additional underwritten public offering, the\nHolder shall bear the costs and expenses of, and shall reimburse EOTT for its\nout of pocket costs and expenses in connection with the plan of distribution,\nincluding the negotiation and execution of the underwriting agreement for any\nsuch offering, the furnishing of opinions of counsel and accountants' comfort\nletters, the costs of preparation, printing, distribution and filing of any\npreliminary prospectus supplement or prospectus supplement that may be required\nto be filed with the Commission and other expenses in connection with the\nunderwriting of such offering.\n\n         4.6 Indemnification. In connection with any underwritten offering\nreferred to in this Article IV, EOTT shall provide indemnification,\nrepresentations, covenants, opinions and other assurances to the underwriters in\nform and substance reasonably satisfactory to such underwriters and customary\nfor underwritten public offerings. Further, in addition EOTT shall, to the\nfullest extent permitted by law, indemnify and hold harmless the Holder, its\nofficers, directors and each Person or entity who controls the Holder (within\nthe meaning of the Securities Act) and any agent thereof (collectively,\n\"Indemnified Persons\") against any losses, claims, demands, actions, causes of\naction, assessments, damages, liabilities (joint or several), costs and expenses\n(including, without limitation, interest, penalties and reasonable attorneys'\nfees and disbursements), imposed upon or incurred by the Indemnified Persons,\ndirectly or indirectly, under the Securities Act or otherwise (hereinafter\nreferred to in this Section 4.6 as a \"claim\" and in the plural as \"claims\"),\nbased upon, arising out of, or resulting from any untrue statement or alleged\nuntrue statement of any material fact contained in any registration statement\nunder which any Common Units were registered under the Securities Act or any\nstate securities or Blue Sky laws, in any preliminary prospectus (if used prior\nto the effective date of such registration statement), or in any summary or\nfinal prospectus or in any amendment or supplement thereto (if used during the\nperiod EOTT is required to keep the registration \n\n\n                                       14\n   15\n\n\nstatement current), or arising out of, based upon or resulting from the omission\nor alleged omission to state therein a material fact required to be stated\ntherein or necessary to make the statements made therein not misleading;\nprovided, however, that EOTT shall not be liable to any Indemnified Person to\nthe extent that any such claim arises out of, is based upon or results from an\nuntrue statement or alleged untrue statement or omission or alleged omission\nmade in such registration statement, such preliminary, summary or final\nprospectus or such amendment or supplement, in reliance upon and in conformity\nwith written information furnished to EOTT by or on behalf of such Indemnified\nPerson specifically for use therein.\n\n         4.7 Information. Any request to include a Holder's Common Units in any\nunderwritten offering pursuant to Section 4.3 shall (i) specify the Common Units\nintended to be offered and sold by the Holder in such offering, (ii) contain the\nundertaking of such Holder to provide all such information and materials and\ntake all action as may be required in order to permit EOTT to comply with all\napplicable requirements in connection with the offering of such Common Units and\n(iii) contain an agreement by the Holder to reimburse EOTT for its out of pocket\ncosts and expenses in connection with the plan of distribution if required by\nthis Article IV. In connection with any registered public offering of Common\nUnits held by the Holder contemplated by this Article IV, EOTT agrees to furnish\nthe Holder with as many copies of the applicable prospectus as the Holder may\nreasonably request (provided the Holder reimburses EOTT for the cost thereof if\nrequired by this Article IV).\n\n\n\n                                   ARTICLE V.\n                                  MISCELLANEOUS\n\n         5.1 Further Assurances. From time to time after the date hereof, and\nwithout any further consideration, each of the parties to this Agreement shall\nexecute, acknowledge and deliver all such additional instruments, notices and\nother documents, and will do all such other acts and things, all in accordance\nwith applicable law, as may be necessary or appropriate to more fully and\neffectively carry out the purposes and intent of this Agreement.\n\n         5.2 Headings; References; Interpretation. All Article and Section\nheadings in this Agreement are for convenience only and shall not be deemed to\ncontrol or affect the meaning or construction of any of the provisions hereof.\nThe words \"hereof,\" \"herein\" and \"hereunder\" and words of similar import, when\nused in this Agreement, shall refer to this Agreement as a whole, including\nwithout limitation, all Exhibits attached hereto, and not to any particular\nprovision of this Agreement. All references herein to Articles, Sections, and\nExhibits shall, unless the context requires a different construction, be deemed\nto be references to the Articles, Sections and Exhibits of this Agreement,\nrespectively, and all such Exhibits attached hereto are hereby incorporated\nherein and made a part hereof for all purposes. All personal pronouns used in\nthis Agreement, whether used in the masculine, feminine or neuter gender, shall\ninclude all other genders, and the singular shall include the plural and vice\nversa. The use herein of the word \n\n\n                                       15\n   16\n\n\n\"including\" following any general statement, term or matter shall not be\nconstrued to limit such statement, term or matter to the specific items or\nmatters set forth immediately following such word or to similar items or\nmatters, whether or not non-limiting language (such as \"without limitation,\"\n\"but not limited to,\" or words of similar import) is used with reference\nthereto.\n\n         5.3 Successors and Assigns. The Agreement shall be binding upon and\ninure to the benefit of the parties signatory hereto and their respective\nsuccessors and assigns.\n\n         5.4 No Third Party Rights. The provisions of this Agreement are\nintended to bind the parties signatory hereto as to each other and are not\nintended to and do not create rights in any other Person or confer upon any\nother Person any benefits, rights or remedies (other than the rights conferred\nupon Holders in Article IV) and no Person is or is intended to be a third party\nbeneficiary of any of the provisions of this Agreement (other than Holders with\nrespect to Article IV).\n\n         5.5 Counterparts. This Agreement may be executed in any number of\ncounterparts, all of which together shall constitute one agreement binding on\nthe parties hereto.\n\n         5.6 Governing Law. This Agreement shall be governed by, and construed\nin accordance with, the laws of the State of Delaware applicable to contracts\nmade and to be performed wholly within such state.\n\n         5.7 Severability. If any of the provisions of this Agreement are held\nby any court of competent jurisdiction to contravene, or to be invalid under,\nthe laws of any political body having jurisdiction over the subject matter\nhereof, such contravention or invalidity shall not invalidate the entire\nAgreement. Instead, this Agreement shall be construed as if it did not contain\nthe particular provision or provisions held to be invalid, and an equitable\nadjustment shall be made and necessary provision added so as to give effect to\nthe intention of the parties as expressed in this Agreement at the time of\nexecution of this Agreement.\n\n         5.8 Amendment, Modification or Waiver. This Agreement may be amended or\nmodified from time to time only by the written agreement of all the parties\nhereto. Except as provided in Section 3.1, no waiver of any provision of this\nAgreement shall be effective unless signed in writing by all parties to this\nAgreement, provided that Koch may, at any time prior to Unitholder Approval,\nwaive its right to receive the Option by giving written notice to the other\nparties hereto, in which case Enron shall have no obligation to grant the Backup\nOption to EOTT.\n\n         5.9 Integration. This Agreement supersedes all previous understandings\nor agreements among the parties, whether oral or written, with respect to its\nsubject matter. This document is an integrated agreement that contains the\nentire understanding of the parties. No understanding, representation, promise\nor agreement, whether oral or written, is intended to be or shall be included in\nor form part of this Agreement unless it is \n\n\n                                       16\n   17\n\n\ncontained in a written amendment hereto executed by the parties hereto after the\ndate of this Agreement.\n\n         5.10 Termination. This Agreement may be terminated at the option of any\nparty (in which case it will be of no further force and effect) if the Closing\nhas not occurred prior to December 31, 2001 through no fault of the terminating\nparty. Enron shall have the right to elect to terminate this Agreement, which\nright may be exercised at any time prior to the receipt of Unitholder Approval\nby notifying the other parties hereto. Enron represents that it has no present\nintention of exercising such right.\n\n         5.11 Specific Performance. The parties hereto agree that irreparable\ndamage would occur in the event any provision of this Agreement was not\nperformed in accordance with the terms hereof and that the parties shall be\nentitled to specific performance of the terms hereof in addition to any other\nremedy to which they are entitled at law or in equity.\n\n\n\n                            [signature page follows]\n\n\n                                       17\n   18\n\n\n         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of\nthe date first written above.\n\n\n                            ENRON CORP.\n\n\n                            By:   \/s\/  Mitchell S. Taylor                     \n                               -----------------------------------------------\n                               Name:   Mitchell S. Taylor                     \n                                    ------------------------------------------\n                               Title:  Managing Director,                     \n                                     -----------------------------------------\n                                       Corporate Development              \n                                     -----------------------------------------\n\n\n                            EOTT ENERGY CORP.\n\n\n                            By:   \/s\/ Stanley C. Horton                       \n                               -----------------------------------------------\n                               Name:  Stanley C. Horton                  \n                                    ------------------------------------------\n                               Title: Chairman and CEO                   \n                                     -----------------------------------------\n\n\n                            EOTT ENERGY PARTNERS, L.P.\n\n                            By: EOTT Energy Corp., as general partner\n\n\n                            By:   \/s\/  Dana R. Gibbs                          \n                               -----------------------------------------------\n                               Name:   Dana R. Gibbs                          \n                                    ------------------------------------------\n                               Title:  President and COO                  \n                                     -----------------------------------------\n\n\n                            KOCH PETROLEUM GROUP, L.P.\n\n                            By:      KPG\/GP, LLC\n\n\n                            By:   \/s\/ Anthony J. Sementelli                   \n                               -----------------------------------------------\n                               Name:  Anthony J. Sementelli                   \n                                     -----------------------------------------\n                               Title: Vice President &amp; Chief Financial Officer\n                                     -----------------------------------------\n\n\n\n                                       18\n   19\n\n\n\n                                    EXHIBIT A\n\n                               AMENDMENT NO. 8 TO\n            AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF\n                           EOTT ENERGY PARTNERS, L.P.\n\n\n         THIS AMENDMENT NO. 8 TO AMENDED AND RESTATED AGREEMENT OF LIMITED\nPARTNERSHIP OF EOTT ENERGY PARTNERS, L.P. (this \"Amendment\"), dated as of\n_______________, 2001, is entered into by EOTT Energy Corp., a Delaware\ncorporation, as the General Partner, pursuant to authority granted to it in\nSection 15.1(d) of the Amended and Restated Agreement of Limited Partnership of\nEOTT Energy Partners, L.P., dated as of March 25, 1994 (as amended, the\n\"Partnership Agreement\").\n\n         WHEREAS, the General Partner has proposed this Amendment, and the\nholders of at least two-thirds of the Outstanding Common Units and the holders\nof at least two-thirds of the Outstanding Subordinated Units have approved this\nAmendment by a vote at a special meeting of holders of Units held on the date\nhereof;\n\n         NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:\n\n         1. AMENDMENT RELATING TO CONVERSION OF SUBORDINATED UNITS. Section\n5.7(c) of the Partnership Agreement is hereby amended to read as follows:\n\n         \"(c) At the end of the Subordination Period, the Outstanding\nSubordinated Units shall be converted as follows:\n\n                  (i) the 2,000,000 Subordinated Units held by Koch Petroleum\n         Group, L.P. (or its successors and assigns) shall be converted into\n         900,000 Common Units and an option (the \"Option\") to purchase 1,100,000\n         Common Units, such Option to be evidenced by, and having terms and\n         conditions of exercise as shall be set forth in, an Option Agreement in\n         the form of Annex I to this Amendment, which Option Agreement shall be\n         executed by the General Partner on behalf of the Partnership\n         immediately upon execution of this Amendment; and\n\n                  (ii) the 7,000,000 Subordinated Units held by the General\n         Partner (or its successors and assigns) shall be converted into\n         3,150,000 Common Units.\n\n    In connection with such conversion, the General Partner shall take whatever\n    reasonable steps are required to provide economic uniformity to the Common\n    Units, including the application of Sections 4.4(c) and 5.1(d)(x); provided,\n    however, that no such steps may be taken that would have a material adverse\n    effect on the Limited Partners holding Common Units or the Record Holders of\n    any class of Units.\"\n\n\n                                       1\n   20\n\n\n         2. AMENDMENT RELATING TO CONVERSION OF APIS. Section 5.8 of the\nPartnership Agreement is hereby amended by adding the following at the end\nthereof: \"At the end of the Subordination Period, the $9,318,213 APIs\noutstanding as of September 1, 2001 shall be converted into 219,815 Common\nUnits. In connection with such conversion, the General Partner shall take\nwhatever reasonable steps are required to provide economic uniformity to the\nCommon Units, including the application of Sections 4.4(c) and 5.1(d)(x);\nprovided, however, that no such steps may be taken that would have a material\nadverse effect on the Limited Partners holding Common Units or the Record\nHolders of any class of Units.\"\n\n         3. AMENDMENT RELATING TO SUBORDINATION PERIOD DEFINITION. The\ndefinition of Subordination Period in Article II of the Partnership Agreement is\nhereby amended to read as follows:\n\n         \"SUBORDINATION PERIOD\" means the period commencing on the Closing Date\n         and ending on __________, 2001, the date of execution of Amendment No.\n         8 to this Agreement.\n\n         4. MISCELLANEOUS. Capitalized terms used but not defined herein are\nused as defined in the Partnership Agreement. This Amendment will be governed by\nand construed in accordance with the laws of the State of Delaware.\n\n                            [signature page follows]\n\n\n\n\n                                       2\n   21\n\n\n         IN WITNESS WHEREOF, this Amendment has been executed as of the date\nfirst written above.\n\n                      GENERAL PARTNER:\n\n                           EOTT ENERGY CORP.\n\n                                 By:\n                                    -------------------------------------\n                                    Dana R. Gibbs\n                                    President and Chief Operating Officer\n\n                      LIMITED PARTNERS:\n\n                           All Limited Partners now and hereafter admitted as\n                           limited partners of the Partnership, pursuant to\n                           Powers of Attorney now and hereafter executed in\n                           favor of, and granted and delivered to, the General\n                           Partner.\n\n                           By:  EOTT Energy Corp.,\n                                General Partner, as attorney-in-fact for all\n                                Limited Partners pursuant to the Powers of\n                                Attorney granted pursuant to Section 1.4.\n\n                             By: \n                                -----------------------------------------\n                                Dana R. Gibbs\n                                President and Chief  Operating Officer\n\n\n\n                                       3\n   22\n\n\n                                     ANNEX I\n\n                                OPTION AGREEMENT\n\n         This Option Agreement (this \"Agreement\") is made and entered into as of\n__________, 2001 (the Effective Date\"), by and between EOTT Energy Partners,\nL.P., a Delaware limited partnership (\"EOTT\") and Koch Petroleum Group, L.P., a\nDelaware limited partnership (\"Koch\"). Any capitalized term used in this\nAgreement and not defined will have the meaning assigned to it in the Amended\nand Restated Agreement of Limited Partnership (as amended to date, the\n\"Partnership Agreement\") of EOTT.\n\n         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of\nwhich EOTT acknowledges and confesses:\n\n         1. The Option. This instrument evidences an option (the \"Option\")\ngranted to Koch to purchase 1,100,000 Common Units (the \"Option Common Units\")\nfrom EOTT. The Option is issued pursuant to Amendment No. 8 to the Amended and\nRestated Agreement of Limited Partnership of EOTT Energy Partners, L.P.\n\n         2. Option Exercise Price. The Option shall be exercisable, in whole or\nin part in increments of 100,000 shares, at any time and from time to time\nduring the Option Term (as defined herein) by means of payment by Koch or its\nsuccessor holder of the Option (the \"Option Holder\") of $21.10 in cash for each\nCommon Unit issued upon exercise of the Option (the \"Exercise Price\"), payable\nto an account designated by EOTT by wire transfer in immediately available\nfunds; provided that the failure or refusal of EOTT to designate an account\nshall not preclude Koch from exercising the Option, in whole or in part.\n\n         3. Option Term. The right to exercise the Option shall commence on the\ndate hereof, and such right to exercise shall continue until 11:59 p.m. on the\nfirst anniversary of the date hereof. The period during which the Option is\nexercisable is referred to herein as the \"Option Term.\"\n\n         4. Option Exercise. The Option may be exercised, in whole or in part in\nincrements of 100,000 shares, at any time by giving written notice to EOTT\nduring the Option Term, which notice shall:\n\n         (a) specify that the Option Holder has exercised the Option;\n\n         (b) specify the number of Common Units with respect to which the Option\nhas been exercised (the \"Option Shares\");\n\n         (c) set forth the binding agreement of the Option Holder to pay, on the\nthird business day following the date of the notice (the \"Option Closing Date\"),\nthe Exercise Price with respect to each Common Unit for which the Option has\nbeen exercised; and \n\n\n                                        1\n   23\n\n\n         (d) at the closing of a purchase and sale pursuant to the Option to be\nheld on the Option Closing Date (an \"Option Closing\"), EOTT shall deliver to\nKoch a certificate or certificates representing the Option Shares to be\npurchased at the Option Closing, which Option Shares shall be free and clear of\nall liens, claims, charges and encumbrances of any kind whatsoever.\n\n         5. Adjustments.\n\n\n         (a) In the event EOTT (i) pays a dividend to holders of Common Units in\nCommon Units or makes a distribution to holders of Common Units in Common Units;\n(ii) subdivides its outstanding Common Units into a larger number of Common\nUnits; (iii) combines its outstanding Common Units into a smaller number of\nCommon Units; or (iv) issues by reclassification of its Common Units other\nsecurities of EOTT, the number and class of securities purchasable upon exercise\nof the Option immediately prior thereto shall be adjusted so that the Option\nHolder shall be entitled to receive the number and class of securities of EOTT\nwhich it would have owned or have been entitled to receive after the happening\nof any of the events described above, had such Option been exercised immediately\nprior to the happening of such event or any record date with respect thereto\n(whichever is earlier) regardless of whether such Option is exercisable at the\ntime of the happening of such event, at the time of any record date with respect\nthereto or at some subsequent time.\n\n         (b) In the event that EOTT enters into an agreement (i) to consolidate\nwith or merge into any corporation, partnership, limited liability company or\nother business entity (each, a \"Person\"), and EOTT shall not be the continuing\nor surviving corporation in such consolidation or merger, (ii) to permit any\nPerson to merge into or consolidate with EOTT and EOTT shall be the continuing\nor surviving entity, but in connection with such merger or consolidation, the\nCommon Units outstanding immediately prior to the consummation of such merger or\nconsolidation shall be changed into or exchanged for stock or other securities\nof EOTT or any other Person or cash or any other property, or the Common Units\noutstanding immediately prior to the consummation of such merger or\nconsolidation shall, after such merger or consolidation, represent less than 50%\nof the outstanding voting securities of the merged or consolidated entity, or\n(iii) to sell or otherwise transfer all or substantially all of its assets to\nany Person, then, and in each such case, the agreement governing such\ntransaction shall make proper provision so that the Option shall, upon\nconsummation of any such transaction and upon the terms and conditions set forth\nherein, be converted into, or exchanged for, an option with identical terms\nappropriately adjusted to acquire the number and class of shares or other\nsecurities, cash or property that Koch would have received in respect of Common\nUnits if the Option had been exercised immediately prior to such consolidation,\nmerger, sale or transfer, or the record date therefore, as applicable,\nregardless of whether the Option is exercisable at the time of the happening of\nsuch event, or at the time of the record date thereof or at some subsequent\ntime.\n\n         (c) Whenever the number of Common Units purchasable upon the exercise\nof the Option is adjusted, as provided in Sections 5(a) or 5(b) above, the\nExercise Price \n\n\n                                       2\n   24\n\n\npayable shall be adjusted by multiplying such Exercise Price immediately prior\nto the adjustment by a fraction, of which the numerator shall be the number of\nCommon Units purchasable upon the exercise of the Option immediately prior to\nadjustment, and of which the denominator shall be the number of Common Units\npurchasable immediately after the adjustment.\n\n         6. Notice of Adjustment. When the number or class of securities\npurchasable upon the exercise of the Option or the Exercise Price is adjusted,\nas herein provided, EOTT shall promptly mail by first class, postage prepaid, to\nthe Option Holder notice of such adjustment or adjustments setting forth the\nnumber or class of securities purchasable upon the exercise of the Option and\nthe Exercise Price of such Option after such adjustment and setting forth a\nbrief statement of the facts requiring such adjustment and setting forth the\ncomputation by which such adjustment was made.\n\n         7. Privilege of Common Unit Ownership. The Option Holder shall not have\nany of the rights of a Common Unit holder, including, without limitation, the\nright to vote or to receive dividends or to consent or to receive notice as a\nCommon Unit holder in respect of any meeting of the Common Unit holders on any\nmatter until it shall have exercised the Option for such Option Common Units and\npaid the Exercise Price. The Option Holder's right to vote the Option Common\nUnits received upon exercise of the Option shall be subject to such limitations,\nif any, as may be imposed by Delaware law and the Partnership Agreement.\n\n         8. Covenants of EOTT. EOTT covenants (a) to maintain, free from\npreemptive rights, sufficient authorized but unissued Common Units so that the\nOption may be fully exercised without additional authorization of Common Units\nafter giving effect to all other options, warrants, convertible securities and\nother rights of third parties to purchase Common Units; (b) not to seek to avoid\nthe observance or performance of any of the covenants, agreements or conditions\nto be observed or performed hereunder by EOTT and not to take any action which\nwould cause any of its representations or warranties not to be true; and (c) not\nto engage in any action or omit to take any action which would have the effect\nof preventing or disabling EOTT from delivering the Option Shares to Koch upon\nexercise of the Option or otherwise performing its obligations under this\nAgreement.\n\n         9. Successors and Assigns. The provisions of this Agreement shall inure\nto the benefit of the successors and assigns of Koch and shall be binding upon\nthe successors and assigns of EOTT.\n\n         10. Notices. Any notice, request, instruction, correspondence or other\ndocument to be given hereunder (herein collectively called \"Notice\") shall be in\nwriting and delivered personally and mailed, postage prepaid, or by telegram or\ntelecopier\n\n\n                                       3\n   25\n\n\n         If to EOTT:\n\n              EOTT Energy Corp.\n              2000 West Sam Houston Parkway South\n              Suite 400\n              Houston, Texas  77042\n              Attention:  Vice President and General Counsel\n              Telecopier No.:  713\/402-2806\n\n         If to the Option Holder:\n\n              Koch Petroleum Group, L.P.\n              4111 East 37th Street North\n              Wichita, Kansas 67220\n              Attention:  President\n\n              With a courtesy copy to the same address, Attn: Legal Department\n              Telecopier No.:  316\/828-6097\n\nNotice given by personal delivery or mail shall be effective upon actual\nreceipt. Notice given by telegram or telecopier shall be effective upon actual\nreceipt if received during the recipient's normal business hours, or at the\nbeginning of the recipient's next business day after receipt if not received\nduring the recipient's normal business hours. EOTT or the Option Holder may\nchange the address to which Notice is to be given to it by giving Notice as\nprovided above of such change of address.\n\n         11. Governing Law. This Agreement shall be governed by and construed\nand enforced in accordance with the laws of the State of Delaware without regard\nto principles of conflicts of law.\n\n         12. Captions. The captions of the sections and subsections of this\nAgreement have been inserted for convenience and shall have no substantive\neffect.\n\n                            [signature page follows]\n\n\n\n\n                                       4\n   26\n\n\n\n         IN WITNESS WHEREOF, the undersigned has executed this Option Agreement\nas of the Effective Date.\n\n\n                            EOTT ENERGY PARTNERS, L.P.\n\n                            By:     EOTT Energy Corp., as general partner\n\n\n                            By:                                            \n                               ---------------------------------------------\n                               Name:                                       \n                                    ----------------------------------------\n                               Title:                                      \n                                     ---------------------------------------\n\n\n                            KOCH PETROLEUM GROUP, L.P.\n\n                            By:                        , its general partner\n                               ------------------------ \n\n                            By:                                             \n                               ---------------------------------------------\n                               Name:                                        \n                                    ----------------------------------------\n                               Title:                                       \n                                     ---------------------------------------\n\n\n                                       5\n   27\n\n\n\n\n\n                                    EXHIBIT B\n                                OPTION AGREEMENT\n\n         This Option Agreement (this \"Agreement\") is made and entered into as of\n__________, 2001 (the Effective Date\"), by and between Enron Corp., an Oregon\ncorporation (\"Enron\") and EOTT Energy Partners, L.P., a Delaware limited\npartnership (\"EOTT\"). Any capitalized term used in this Agreement and not\ndefined will have the meaning assigned to it in the Amended and Restated\nAgreement of Limited Partnership (as amended to date, the \"Partnership\nAgreement\") of EOTT.\n\n         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of\nwhich Enron acknowledges and confesses:\n\n         1. The Option. This instrument evidences an option (the \"Option\")\ngranted to EOTT to purchase 1,100,000 Common Units (the \"Option Common Units\").\nThe Option is issued pursuant to the Recapitalization Agreement dated September\n6, 2001 among Enron, EOTT, EOTT Energy Corp. and Koch Petroleum Group, L.P.\n\n         2. Option Exercise Price. The Option shall be exercisable, in whole or\nin part in increments of 100,000 shares, at any time and from time to time\nduring the Option Term (as defined herein) by means of payment by EOTT or its\nsuccessor holder of the Option (the \"Option Holder\") of $21.10 in cash for each\nCommon Unit issued upon exercise of the Option (the \"Exercise Price\"), payable\nto an account designated by Enron by wire transfer in immediately available\nfunds; provided that the failure or refusal of Enron to designate an account\nshall not preclude EOTT from exercising the Option, in whole or in part.\n\n         3. Option Term. The right to exercise the Option shall commence on the\ndate hereof, and such right to exercise shall continue until 11:59 p.m. on the\nfirst anniversary of the date hereof. The period during which the Option is\nexercisable is referred to herein as the \"Option Term.\"\n\n         4. Option Exercise. The Option may be exercised, in whole or in part in\nincrements of 100,000 shares, at any time by giving written notice to Enron\nduring the Option Term, which notice shall:\n\n         (a) specify that the Option Holder has exercised the Option;\n\n         (b) specify the number of Common Units with respect to which the Option\nhas been exercised (the \"Option Shares\");\n\n         (c) set forth the binding agreement of the Option Holder to pay, on the\nthird business day following the date of the notice (the \"Option Closing Date\"),\nthe Exercise Price with respect to each Common Unit for which the Option has\nbeen exercised; and\n\n\n                                        1\n   28\n\n\n         (d) at the closing of a purchase and sale pursuant to the Option to be\nheld on the Option Closing Date (an \"Option Closing\"), Enron shall deliver to\nEOTT a certificate or certificates representing the Option Shares to be\npurchased at the Option Closing, which Option Shares shall be free and clear of\nall liens, claims, charges and encumbrances of any kind whatsoever.\n\n         5. Adjustments.\n\n         (a) In the event EOTT (i) pays a dividend to holders of Common Units in\nCommon Units or makes a distribution to holders of Common Units in Common Units;\n(ii) subdivides its outstanding Common Units into a larger number of Common\nUnits; (iii) combines its outstanding Common Units into a smaller number of\nCommon Units; or (iv) issues by reclassification of its Common Units other\nsecurities of EOTT, the number and class of securities purchasable upon exercise\nof the Option immediately prior thereto shall be adjusted so that the Option\nHolder shall be entitled to receive the number and class of securities of EOTT\nwhich it would have owned or have been entitled to receive after the happening\nof any of the events described above, had such Option been exercised immediately\nprior to the happening of such event or any record date with respect thereto\n(whichever is earlier) regardless of whether such Option is exercisable at the\ntime of the happening of such event, at the time of any record date with respect\nthereto or at some subsequent time.\n\n         (b) In the event that EOTT enters into an agreement (i) to consolidate\nwith or merge into any corporation, partnership, limited liability company or\nother business entity (each a \"Person\"), and EOTT shall not be the continuing or\nsurviving corporation in such consolidation or merger, (ii) to permit any Person\nto merge into or consolidate with EOTT and EOTT shall be the continuing or\nsurviving entity, but in connection with such merger or consolidation, the\nCommon Units outstanding immediately prior to the consummation of such merger or\nconsolidation shall be changed into or exchanged for stock or other securities\nof EOTT or any other Person or cash or any other property, or the Common Units\noutstanding immediately prior to the consummation of such merger or\nconsolidation shall, after such merger or consolidation, represent less than 50%\nof the outstanding voting securities of the merged or consolidated entity, or\n(iii) to sell or otherwise transfer all or substantially all of its assets to\nany Person, then, and in each such case, the agreement governing such\ntransaction shall make proper provision so that the Option shall, upon\nconsummation of any such transaction and upon the terms and conditions set forth\nherein, be converted into, or exchanged for, an option with identical terms\nappropriately adjusted to acquire the number and class of shares or other\nsecurities, cash or property that EOTT would have received in respect of Common\nUnits if the Option had been exercised immediately prior to such consolidation,\nmerger, sale or transfer, or the record date therefore, as applicable,\nregardless of whether the Option is exercisable at the time of the happening of\nsuch event, or at the time of the record date thereof or at some subsequent\ntime.\n\n         (c) Whenever the number of Common Units purchasable upon the exercise\nof the Option is adjusted, as provided in Sections 5(a) or 5(b) above, the\nExercise Price payable shall be adjusted by multiplying such Exercise Price\nimmediately prior to the \n\n\n                                        2\n   29\n\n\nadjustment by a fraction, of which the numerator shall be the number of Common\nUnits purchasable upon the exercise of the Option immediately prior to\nadjustment, and of which the denominator shall be the number of Common Units\npurchasable immediately after the adjustment.\n\n         6. Notice of Adjustment. When the number or class of securities\npurchasable upon the exercise of the Option or the Exercise Price is adjusted,\nas herein provided, EOTT shall promptly mail by first class, postage prepaid, to\nEnron and to the Option Holder (if other than EOTT) notice of such adjustment or\nadjustments setting forth the number or class of securities purchasable upon the\nexercise of the Option and the Exercise Price of such Option after such\nadjustment and setting forth a brief statement of the facts requiring such\nadjustment and setting forth the computation by which such adjustment was made.\n\n         7. Privilege of Common Unit Ownership. The Option Holder shall not have\nany of the rights of a Common Unit holder, including, without limitation, the\nright to vote or to receive dividends or to consent or to receive notice as a\nCommon Unit holder in respect of any meeting of the Common Unit holders on any\nmatter until it shall have exercised the Option for such Option Common Units and\npaid the Exercise Price. The Option Holder's right to vote the Option Common\nUnits received upon exercise of the Option shall be subject to such limitations,\nif any, as may be imposed by Delaware law and the Partnership Agreement.\n\n         8. Covenants of Enron. Enron covenants (a) not to seek to avoid the\nobservance or performance of any of the covenants, agreements or conditions to\nbe observed or performed hereunder by Enron and not to take any action which\nwould cause any of its representations or warranties not to be true; and (b) not\nto engage in any action or omit to take any action which would have the effect\nof preventing or disabling Enron from delivering the Option Shares to EOTT upon\nexercise of the Option or otherwise performing its obligations under this\nAgreement.\n\n         9. Successors and Assigns. The provisions of this Agreement shall inure\nto the benefit of the successors and assigns of EOTT and shall be binding upon\nthe successors and assigns of Enron.\n\n         10. Notices. Any notice, request, instruction, correspondence or other\ndocument to be given hereunder (herein collectively called \"Notice\") shall be in\nwriting and delivered personally and mailed, postage prepaid, or by telegram or\ntelecopier\n\n         If to the Option Holder:\n\n                EOTT Energy Corp.\n                2000 West Sam Houston Parkway South\n                Suite 400\n                Houston, Texas  77042\n                Attention:  Vice President and General Counsel\n                Telecopier No.:  713\/402-2806\n\n\n                                        3\n   30\n\n\n         If to Enron:\n\n                Enron Corp.\n                1400 Smith Street\n                Houston, Texas 77002\n                Attention:  General Counsel\n                With a copy to: Executive Vice President, Corporate Development\n\nNotice given by personal delivery or mail shall be effective upon actual\nreceipt. Notice given by telegram or telecopier shall be effective upon actual\nreceipt if received during the recipient's normal business hours, or at the\nbeginning of the recipient's next business day after receipt if not received\nduring the recipient's normal business hours. Enron or the Option Holder may\nchange the address to which Notice is to be given to it by giving Notice as\nprovided above of such change of address.\n\n         11. Governing Law. This Agreement shall be governed by and construed\nand enforced in accordance with the laws of the State of Delaware without regard\nto principles of conflicts of law.\n\n         12. Captions. The captions of the sections and subsections of this\nAgreement have been inserted for convenience and shall have no substantive\neffect.\n\n                            [signature page follows]\n\n\n                                        4\n   31\n\n\n\n\n         IN WITNESS WHEREOF, the undersigned has executed this Option Agreement\nas of the Effective Date.\n\n\n                                   ENRON CORP.\n\n\n                                   By:                                        \n                                      ----------------------------------------\n                                      Name:                                   \n                                           -----------------------------------\n                                      Title:                                  \n                                            ----------------------------------\n\n                                   EOTT ENERGY PARTNERS, L.P.\n\n                                   By: EOTT Energy Corp., as general partner\n\n                                   By:                                        \n                                      ----------------------------------------\n                                      Name:                                   \n                                           -----------------------------------\n                                      Title:                                  \n                                            ----------------------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7454,7462],"corporate_contracts_industries":[9535],"corporate_contracts_types":[9622,9625],"class_list":["post-43543","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enron-corp","corporate_contracts_companies-eott-energy-partners-lp","corporate_contracts_industries-utilities__gas","corporate_contracts_types-planning","corporate_contracts_types-planning__exchange"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43543","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=43543"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43543"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43543"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43543"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}