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Commodity Repurchase Agreement

This is an actual contract by Eott Energy Partners.
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Sectors: Energy
Governing Law: New York, View New York State Laws
Effective Date: February 28, 1998
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Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment which has been filed separately with the SEC.


[STANDARD CHARTERED LOGO]
STANDARD CHARTERED TRADE SERVICES CORPORATION


7 WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
UNITED STATES OF AMERICA


February 28, 1998


EOTT Energy Operating Limited Partnership 1330 Post Oak Boulevard Suite 2700 Houston, Texas 77056 Attention: Ms. Susan Ralph


Dear Ms. Ralph,


RE: COMMODITY REPURCHASE AGREEMENT


Standard Chartered Trade Services Corporation ("SCTSC"), is pleased to confirm the terms and conditions on which SCTSC may, from time to time, enter into purchase and sale transactions whereby SCTSC (a) shall purchase from EOTT Energy Operating Limited Partnership, a limited partnership organized under the laws of the state of Delaware ("Client"), specified quantities of commodities, such as crude oil (each a "Commodity"), on a spot basis (or such other settlement basis as may be agreed between SCTSC and Client); and (b) shall agree to sell the same to Client on the Repurchase Date, as defined below (each such transaction referred to herein as a "Transaction").


1. Neither SCTSC nor Client, by execution of this Agreement, shall be
obligated to enter into a Transaction. If, however, SCTSC wishes to
enter into a Transaction with Client, the following steps shall be
taken:


a) Client shall contact SCTSC either by telephone or by facsimile
in the manner set forth in Paragraph 5 below, informing SCTSC
of Client's desire to enter into a Transaction and indicating:


(i) the specific Commodity, the amount of such Commodity
and any other specific requirements relating to the
Commodity (the "Commodity Data");


(ii) the total price (the "Purchase Price") SCTSC shall
pay to Client for the Commodity involved in that
Transaction;


(iii) the date on which Client proposes that SCTSC pay the
Purchase Price to Client and on which the Commodity
is to be delivered to SCTSC (the "Value Date");


(iv) the date on which Client proposes to pay SCTSC the
Resale Price (as defined below) for the repurchase
from SCTSC by Client of that Commodity (the
"Repurchase Date") (with respect to any given
transaction, in no case will the Repurchase Date
occur sooner than two (2) full business days (as
defined below) after the Value Date); and


(v) if applicable, the location and account number of the
hedge account opened by Client for the Commodity
("Hedge Account").


b) The following general terms shall apply to the Transactions:


(i) The Repurchase Date for each Transaction shall be no
later than 180 days after the Value Date for such
Transaction.


(ii) The Client shall pay a Handling Fee equal to a flat
fee of US$500.00 with respect to each of SCTSC's
invoices in respect of Transaction hereunder, payable
upon receipt of each such invoice.


c) Concurrent with the events in Section 1 (a), SCTSC and Client
shall mutually determine the price (the "Resale Price") at (or
the manner of calculating such price) which Client will
repurchase that Commodity from SCTSC with payment on the
Repurchase Date;


d) SCTSC shall then send to Client a facsimile (the "Transaction
Confirmation") in substantially the form of Exhibit A to the
Agreement instructing Client to sell and deliver the Commodity
and confirming the Commodity Data, Purchase Price, Value Date,
Repurchase Date, Resale Price (or the manner of calculating
such price) and details of the Hedging Account; and


e) Prior to 5:00 p.m. (New York City time) on the next business
day following the day of Client's receipt of SCTSC's
Transaction Confirmation, if the terms set forth therein are
acceptable to Client, Client shall send to SCTSC a facsimile
of the Transaction Confirmation executed by Client (a
"Confirmation of Acceptance"). Each Confirmation of Acceptance
shall be binding on Client to the same extent as a manually
signed Confirmation of Acceptance. It is understood and agreed
that a binding agreement relating to any Transaction shall
exist between Client and SCTSC only upon the completion of all
steps contemplated by this paragraph 1.


2. After agreement has been reached between Client and SCTSC with respect
to a Transaction as contemplated by paragraph 1 above:


a) SCTSC shall on the Value Date purchase from Client the
Commodity as specified in the Commodity Data at the Purchase
Price;


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b) Immediately upon delivery of the Commodity in accordance with
sub-Paragraph 2c below, SCTSC shall pay the Purchase Price to
Client in the manner set forth in Paragraph 3 below, and
subject to Client's receipt of such Purchase Price, title to
the Commodity shall pass immediately to SCTSC;


c) Delivery of the Commodity shall, subject to the terms and
conditions of this Agreement, be made by Client on the Value
Date by the delivery to SCTSC at their offices at 7 World
Trade Center, New York, New York 10048, of registered
negotiable warehouse receipts or other negotiable documents of
title in form and substance satisfactory to SCTSC and endorsed
to the order of SCTSC issued by warehousemen or other bailees
acceptable to SCTSC in its sole discretion or such other
delivery method (and documentation) that is acceptable to
SCTSC. It is agreed that such negotiable warehouse receipts or
other negotiable documents of title, or other documentation
acceptable to SCTSC, shall be held by SCTSC at all times until
the Repurchase Date. Notwithstanding anything to the contrary,
Client shall be responsible for all warehouse, transportation,
storage and other costs and expenses relating to the
ownership, storage or transportation of all Commodities;


d) (i) Client shall pay the Resale Price to SCTSC on the
Repurchase Date in the manner set forth in Paragraph
3 and, subject to SCTSC's receipt of such Resale
Price, SCTSC shall deliver to Client on such date the
warehouse receipts or other negotiable documents of
title or other evidences of delivery of the Commodity
SCTSC received from Client pursuant to paragraph (c)
above, together with any insurance proceeds as paid
to SCTSC under any policy maintained by the Client,
and title to the Commodity shall pass to Client
immediately upon such payment and delivery. Client's
obligation to pay the Resale Price on the Repurchase
Date shall be absolute and unconditional and shall
not be subject to any claim, defense, set-off or
other reduction, notwithstanding any loss or damage
to, defect in or non-existence of any Commodity or
any other event or circumstance whether or not
similar to the foregoing.


(ii) If the Client shall fail to pay the Resale Price or
any other amount payable by Client hereunder when
due, the Client shall pay to SCTSC interest on the
outstanding unpaid amount at a rate per annum equal
to the rate of interest established from time to time
by Standard Chartered Bank in New York City as its
Reference Rate plus two percent (2.0% p.a.).


Reference Rate is defined as the rate publicly
announced from time to time by Standard Chartered
Bank, New York Branch as its Reference Rate.


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(iii) SCTSC will deliver invoices to Client prior to each
Repurchase Date setting forth the Resale Price
payable on the Repurchase Date and, if requested by
Client, containing a breakdown of the components of
the Resale Price.


3. On each date on which any amounts fall due for payment from either
SCTSC or Client under this Agreement for any Transaction, the party
required to make such payment shall do so where such amount is
denominated in United States Dollars ("Dollars") by payment in Dollars
and in immediately available funds to such account in the United States
of the other party as may be specified by it in the Transaction
Confirmation.


4. All payments to be made hereunder by Client shall be made free and
clear of and without deduction for any set-off or counterclaim and
without deduction for or on account of any present or future taxes
including but not limited to duties, levies, sales or value added
taxes, and imposts now or hereafter imposed. If Client is required by
law to make any deduction or withholding from any sum payable
hereunder, the sum payable, in respect of which such deduction or
withholding is required to be made, shall be increased to the extent
necessary to ensure that, after the making of such deduction or
withholding (including, without limitation, deduction or withholding on
account of additional sums payable under this paragraph), SCTSC
receives (free from any liability in respect of any such deduction or
withholding) a net sum equal to the sum which would have been received
and so retained had no such deduction or withholding been made.


5. All facsimile communications arising as a consequence of this Agreement
shall be sent (a) if to SCTSC, at facsimile number (212) 667-0118 and
(b) if to Client, at facsimile number (713) 993-5841 or, in either
case, to such other facsimile number as SCTSC advises to Client or as
the case may be, Client advises SCTSC from time to time in writing.


6. Either party to this Agreement may terminate this Agreement immediately
upon written notice to the other party; provided, however, that no such
termination shall affect or nullify the rights and obligations of the
parties hereto with respect to any Transaction that has been concluded
or under which amounts may still be owing. Notwithstanding any
termination, the terms of this Agreement shall continue to apply to the
completion of any and all Transactions until such time that all amounts
owing under all Transactions shall have been duly paid or otherwise
discharged as contemplated by this Agreement.


7. In the event that


a) a petition in bankruptcy or for the appointment of a receiver;
custodian or trustee is filed by or against Client or any
affiliate or subsidiary, or any similar


4


event shall occur with respect to Client, or any of its
affiliates or subsidiaries, or any other proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction,
whether now or hereafter in effect, shall be commenced by or
against the Client or any of its affiliates or subsidiaries,
or an order for relief shall be entered in any such
proceeding, or the Client or any of its affiliates or
subsidiaries, by any act or omission, shall indicate its
consent to, approval of or acquiescence in any such petition
or proceeding or shall generally not pay its debts as such
debts become due (each, a "Bankruptcy Event"); or


b) any representation, warranty or statement made in writing by
Client (or any of its officers, partners or members) in this
Agreement or any certificate or document delivered under this
Agreement shall have been incorrect or untrue in any respect
when made or repeated; or


c) Client shall fail to perform any covenant or agreement
contained herein or any of Client's obligations under any
Transaction effected under this Agreement; or


d) (i) Client or any affiliate or subsidiary shall fail to
perform or observe any term, condition or covenant of
any bond, note, debenture, loan agreement, indenture,
guaranty, trust agreement, mortgage or similar
instrument to which Client or any affiliate or
subsidiary is a party or by which it is bound, or by
which any of its properties or assets may be affected
(a "Debt Instrument"), so that, as a result of any
such failure to perform, the indebtedness included
therein or secured or covered thereby may be declared
due and payable prior to the date on which such
indebtedness would otherwise become due and payable;
or


(ii) Any event or condition referred to in any Debt
Instrument shall occur or fail to occur, so that, as
a result thereof, the indebtedness included therein
or secured or covered thereby may be declared due and
payable prior to the date on which such indebtedness
would otherwise become due and payable; or


(iii) Failure to pay any indebtedness for borrowed money
due at final maturity or pursuant to demand under any
Debt Instrument; provided that the provisions of the
preceding clauses (i), (ii) and (iii) shall not apply
to any Debt Instrument which relates to or evidences
indebtedness in a principal amount less than five
million Dollars (US$ 5,000,000); or


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e) Any judgment against the Client or any affiliate or subsidiary
or any attachment, levy or execution against any of its
properties for an amount exceeding five million Dollars (US$
5,000,000) individuall
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