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EXHIBIT 10.4(i)
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 March 9, 2004, 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:
SECTION 1. LIMITED WAIVER. (a) Effective as of the Effective
Date,
Standard Chartered hereby waives any Event
of Default pursuant to (i) Section
8(d) of the Letter of Credit
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Agreement resulting from (A) the Borrowers
having permitted Consolidated EBIDA
for the Reference Period ended on December
31, 2003 to be less than $12,684,000
in breach of Section 7(p) of the Letter of
Credit Agreement and (B) the
Borrowers having permitted the ratio of
Consolidated EBIDA to Consolidated Total
Interest Expense for the Reference Period
ended on December 31, 2003 to be less
than 1.11:1.00 in breach of Section 7(r) of
the Letter of Credit Agreement, (ii)
Section 8(b) and (d) of the Letter of
Credit Agreement resulting from the
Borrowers permitting the aggregate LC
obligations to exceed the Borrowing Base
and the failure of the Borrowers to pay to
the Collateral Agent an amount at
least equal to such excess within the
permitted time period in breach of Section
2(h) of the Letter of Credit Agreement,
(iii) Section 8(g) of the Letter of
Credit Agreement resulting from an Event of
Default under and as defined in that
certain Secured Promissory Note, dated
December 31, 2002 ("Enron Note"), in the
initial principal amount of $6,211,673.13,
payable by Link OLP in favor of Enron
resulting from the failure of Link OLP to
cause the letter of credit that was
issued to secure the Enron Note to be
renewed or replaced by July 18, 2003,
which is at least 10 business days prior to
its expiry, as required by the terms
of the E
