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EXHIBIT 10.4(f)
EXECUTION COPY
LIMITED WAIVER TO LETTER OF CREDIT AGREEMENT, SECOND AMENDED
AND RESTATED COMMODITIES REPURCHASE AGREEMENT AND SECOND
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This LIMITED WAIVER TO LETTER OF CREDIT AGREEMENT, SECOND
AMENDED AND RESTATED COMMODITIES REPURCHASE
AGREEMENT AND SECOND AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT
(the "Waiver") is dated as of November
14, 2003, by and among (1) Link Energy
Limited Partnership (formerly EOTT Energy
Operating Limited Partnership) ("Link
OLP"), Link Energy Canada Limited
Partnership (formerly EOTT Energy Canada
Limited Partnership) ("Link Canada"),
EOTT Energy Liquids, L.P. ("EOTT Liquids")
and Link Energy Pipeline Limited
Partnership (formerly EOTT Energy Pipeline
Limited Partnership) ("Link
Pipeline", and together with Link OLP, Link
Canada and EOTT Liquids, the
"Borrowers"), Link Energy LLC (formerly
EOTT Energy LLC) ("Link LLC"), Link
Energy General Partner LLC (formerly EOTT
Energy General Partner, L.L.C.) ("Link
GP", and together with Link LLC, the
"Guarantors"), (2) Standard Chartered Bank
("Standard Chartered"), and (3) Standard
Chartered Trade Services Corporation
("SCTSC"). Capitalized terms used but not
otherwise defined herein shall have
the meanings ascribed thereto in the Letter
of Credit Agreement (as defined
below).
WHEREAS, the Borrowers, each Guarantor and Standard Chartered
as administrative agent for the LC
Participants (in such capacity, the "LC
Agent") and as LC Participant, LC Issuer
and Collateral Agent, entered into that
Letter of Credit Agreement, dated as of
February 11, 2003 (as amended,
supplemented, restated or otherwise
modified from time to time, the "Letter of
Credit Agreement");
WHEREAS, Link OLP, SCTSC and Standard Chartered have entered
into that Second Amended and Restated
Commodities Repurchase Agreement, dated as
of February 11, 2003 (as amended,
supplemented, restated or otherwise modified
from time to time, the "Crude Oil Purchase
Agreement");
WHEREAS, Link OLP, SCTSC and Standard Chartered have entered
into that Second Amended and Restated
Receivables Purchase Agreement, dated as
of February 11, 2003 (as amended,
supplemented, restated or otherwise modified
from time to time, the "Receivables
Purchase Agreement"); and
WHEREAS, the
Borrowers and Guarantors have requested, and
Standard Chartered and SCTSC are willing to
grant, a waiver with respect to the
Letter of Credit Agreement, Crude Oil
Purchase Agreement and Receivables
Purchase Agreement as set forth herein
subject to the terms and conditions
contained herein.
NOW THEREFORE, in consideration of the premises contained in
this Waiver, and fully intending to be
legally bound by this Waiver, the
Borrowers, the Guarantors, Standard
Chartered and SCTSC hereby agree as follows:
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SECTION 1. LIMITED WAIVER. (a) Effective as of the Effective
Date,
Standard Chartered hereby waives the Event
of Default pursuant to (i) Section
8(d) of the Letter of Credit Agreement
resulting from (A) the Borrowers having
permitted Consolidated EBIDA for the
Reference Period ending on September 30,
2003 to be less than $6,551,000, in breach
of Section 7(p) of the Letter of
Credit Agreement, (B) the Borrowers having
permitted the ratio of Consolidated
EBIDA to Consolidated Total Interest
Expense for the Reference Period ending on
September 30, 2003 to be less than
0.62:1.00, in breach of Section 7(r) of the
Letter of Credit Agreement, and (C) the
Credit Parties' failure to comply with
Section 7(a) of the Letter of Credit
Agreement as a result of balancing or
make-up obligations owed to third parties
due to the sale of crude oil linefill
belonging to such third parties, (ii)
Section 8(n) of the Letter of Credit
Agreement resulting from Link OLP's
breaches of the Crude Oil Purchase Agreement
and Receivables Purchase Agreement as set
forth in Section 1(b) hereto, and
(iii) Section 8(h) of the Letter of Credit
Agreement resulting from the
occurrence of "Events of Default" (under
and as defined in the Lehman Credit
Agreement); provided, that such waivers
shall continue only until November 30,
2003 and shall terminate on suc
