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EXHIBIT 10.7(c)
EXECUTION COPY
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT (this "Amendment") is
made and dated as of February 24, 2004,
by and among (a) Link Energy Limited
Partnership (formerly EOTT Energy Operating
Limited Partnership) (the "Seller") and (b)
Standard Chartered Trade Services
Corporation ("SCTSC"). Capitalized terms
used but not otherwise defined herein
shall have the meanings given to them in
the Receivables Purchase Agreement (as
defined below).
WHEREAS, the Seller, SCTSC and Standard Chartered Bank have
entered
into that Second Amended and Restated
Receivables Purchase Agreement, dated as
of February 11, 2003 (as amended by
Amendment No. 1 to Second Amended and
Restated Receivables Purchase Agreement,
dated as of August 29, 2003, and as
further as amended, supplemented, restated
or otherwise modified from time to
time, the "Receivables Purchase
Agreement"), pursuant to which SCTSC has agreed
to purchase from the Seller certain
receivables which are payable by Koch Supply
and Trading, L.P. (f/k/a Koch Petroleum
Group L.P.); and
WHEREAS, the Seller has requested that SCTSC amend the
Receivables
Purchase Agreement, and SCTSC, on the terms
and subject to the conditions set
forth below, has agreed to amend the
Receivables Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, the
Seller
and SCTSC agree as follows:
SECTION 1. AMENDMENTS TO THE RECEIVABLES PURCHASE AGREEMENT.
(a) Section
8(C)(ii) of the Receivables Purchase Agreement is
hereby amended and restated in its entirety
to read as follows:
"(ii) If the Maturity Date has been extended pursuant to clause
(i)
above, on any date which is four Business Days prior to the
First
Extension Date, at the option of the Seller and upon written
notice to SCTSC, the Seller may extend the Maturity Date from
the
First Extension Date until June 1, 2004, upon payment to SCTSC
of
a non-refundable extension fee in an amount agreed upon between
SCTSC and the Seller."
SECTION.2. REPRESENTATION AND WARRANTIES. The Seller represents
and
warrants to SCTSC as follows:
(a) The
representations and warranties of the Seller
contained in the Receivables Purchase Agreement (i) were true
and
co
