LINK ENERGY LLC
LIMITED WAIVER TO LETTER OF CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4F
<SEQUENCE>6
<FILENAME>h13722exv10w4f.txt
<DESCRIPTION>LIMITED WAIVER TO LETTER OF CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                 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:

<PAGE>

         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 such date.

         (b) Effective as of the Effective Date, SCTSC hereby waives (i) the
"Event of Default" (as defined in the Crude Oil Purchase Agreement) (A) pursuant
to Sections 11(b) and 11(d) of the Crude Oil Purchase Agreement resulting from
Link OLP's failure to maintain at least a number of barrels of crude oil
constituting its line fill equal to the "Adjusted Barrel Amount" (as defined in
the Crude Oil Purchase Agreement), in breach of Section 17(g) of the Crude Oil
Purchase Agreement and (B) pursuant to Section 11(d) of the Crude Oil Purchase
Agreement resulting from the occurrences of Events of Default under and as
defined in the Letter of Credit Agreement, and (ii) the "Event of Seller
Default" (as defined in the Receivables Purchase Agreement) pursuant to Section
5(C) of the Receivables Purchase Agreement resulting from the occurrences of
Events of Default under and as defined in the Letter of Credit Agreement;
provided, that such waivers shall continue only until November 30, 2003 and
shall terminate on such date.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce Standard
Chartered and SCTSC to enter into this Waiver, the Borrowers and the Guarantors
represent and warrant to Standard Chartered and SCTSC (which representations and
warranties shall survive the execution and delivery of this Waiver), that on and
as of the Effective Date after giving effect to this Waiver and the Term Loan
Waiver referred to below, (a) all of the representations and warranties
contained in the Letter of Credit Agreement and in the other Credit Documents
(except to the extent that such representations and warranties relate expressly
to an earlier date) are true and correct and (b) no Default or Event of Default
other than those described in Section 1 hereto has occurred and is continuing.

         SECTION 3. CONDITIONS TO EFFECTIVENESS. This Waiver shall be deemed to
be effective as of the date hereof (the "Effective Date") only upon (a) the due
execution and delivery of this Waiver by the Borrowers, the Guarantors, Standard
Chartered, and SCTSC, and (b) the due execution and delivery of a waiver to the
Lehman Credit Agreement (the "Term Loan Waiver") by the Borrowers, the
Guarantors, the Term Lenders and the Term Lender Agent, waiving any "Events of
Default" (under and as defined in the Lehman Credit Agreement) until a date no
earlier than November 30, 2003.

                                       2
<PAGE>

         SECTION 4. APPLICABLE LAW. THIS WAIVER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW.

         SECTION 5. EFFECT; RATIFICATION. The waivers set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) except as expressly
provided in this Waiver, be a consent to any amendment, waiver or modification
of any term or condition of the Letter of Credit Agreement, the Crude Oil
Purchase Agreement, the Receivables Purchase Agreement or of any other Credit
Document or (ii) prejudice any right or rights that Standard Chartered or SCTSC
may now have or may have in the future under or in connection with the Letter of
Credit Agreement, the Crude Oil Purchase Agreement, the Receivables Purchase
Agreement or any other Credit Document. This Waiver shall be construed in
connection with and as part of the Letter of Credit Agreement, the Crude Oil
Purchase Agreement and the Receivables Purchase Agreement and all terms,
conditions, representations, warranties, covenants and agreements set forth in
the Letter of Credit Agreement, the Crude Oil Purchase Agreement, the
Receivables Purchase Agreement and each other Credit Document, except as herein
amended or waived, are hereby ratified and confirmed and shall remain in full
force and effect.

         SECTION 6. MISCELLANEOUS. It is the understanding of the parties hereto
that Link OLP and ChevronTexaco Global Trading shall execute and deliver that
certain Crude Oil Joint Marketing Agreement by no later than November 30, 2003.

         SECTION 7. COUNTERPARTS. This Waiver may be executed in any number of
counterparts, each such counterpart constituting an original but all together
one and the same instrument.

SECTION 8. SEVERABILITY. In case any provision in or obligation under this
Waiver shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

                  [Remainder of page intentionally left blank]


                                       3
<PAGE>
                  IN WITNESS WHEREOF, each of the undersigned has caused this
Waiver to be executed and delivered as an agreement under seal as of the date
first written above.

                                          LINK ENERGY LIMITED PARTNERSHIP

                                          By: LINK ENERGY GENERAL PARTNER  LLC,
                                          its General Partner

                                          By:
                                              ----------------------------------
                                          Name:  H. Keith Kaelber
                                          Title: Executive Vice President
                                                 and Chief Financial Officer

                                          LINK ENERGY CANADA LIMITED
                                          PARTNERSHIP, as a Borrower

                                          By: LINK ENERGY GENERAL PARTNER  LLC,
                                              its General Partner

                                          By:
                                              ----------------------------------
                                          Name:  H. Keith Kaelber
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                          EOTT ENERGY LIQUIDS, L.P.,
                                          as a Borrower

                                          By: LINK ENERGY GENERAL PARTNER LLC,
                                              its General Partner

                                          By:
                                              ----------------------------------
                                          Name:  H. Keith Kaelber
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


                                       4
<PAGE>
                                          LINK ENERGY PIPELINE
                                          LIMITED PARTNERSHIP, as a Borrower

                                          By: LINK ENERGY GENERAL PARTNER  LLC,
                                              its General Partner

                                          By:
                                              ----------------------------------
                                          Name:  H. Keith Kaelber
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                          LINK ENERGY LLC,
                                          as a Guarantor

                                          By:
                                              ----------------------------------
                                          Name:  H. Keith Kaelber
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                          LINK ENERGY GENERAL PARTNER LLC, as
                                          a Guarantor

                                          By:
                                              ----------------------------------
                                          Name:  H. Keith Kaelber
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

                                          STANDARD CHARTERED BANK,
                                          as LC Agent, LC Issuer, an LC
                                          Participant and as Collateral Agent

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

                                          STANDARD CHARTERED TRADE
                                          SERVICES CORPORATION

                                          By:
                                          Name:
                                              ----------------------------------
                                          Title:

                                          By:
                                              ----------------------------------
                                          Name:
                                          Title:

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