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                                                                    EXHIBIT 10.7
                                                                  EXECUTION COPY



                              AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT

This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the "Agreement"),
dated as of October 18, 2002, by and among (1) EOTT Energy Operating Limited
Partnership (the "Seller"), a limited partnership organized under the laws of
Delaware, (2) Standard Chartered Trade Services Corporation ("SCTSC"), a company
organized under the laws of the State of Delaware, and (3) STANDARD CHARTERED
BANK, as collateral agent for SCTSC (the "Collateral Agent"), hereby modifying
that certain Receivable(s) Purchase Agreement, dated as of October 19, 1999, as
amended by the First Amendment to the Receivable(s) Purchase Agreement dated as
of January 12, 2000 and that certain letter agreement dated as of April 23,
2002, by and between the Seller and SCTSC (the "Prior Agreement").

WHEREAS, the Seller is engaged in the sale of certain goods ("Goods") to Koch
Supply and Trading, L.P. (f/k/a Koch Petroleum Group L.P.) (the "Buyer") (as
indicated in Appendix "A"); and

WHEREAS, pursuant to the Prior Agreement, SCTSC purchased from the Seller
certain receivables which are payable by the Buyer on October 20, 2002 and
November 20, 2002 (the "Existing Receivables"); and

WHEREAS, the sales to the Buyer will give rise to receivable(s) (which, together
with the Existing Receivables, shall constitute "Qualified Receivable(s)") which
are current and evidenced by Pro-Forma Invoice(s) and Final Invoice(s) (as
defined below in Section 1.A) and title documents, as may be required by SCTSC,
and in form and content acceptable to SCTSC, such as transport documents,
pipeline tickets, receipts and/or nominations and truck or marine bills of
lading; and

WHEREAS, the payment of such Qualified Receivable(s) shall be due to the Seller
on due dates which apply to each of the Qualified Receivable(s); and

WHEREAS, the Seller has requested that SCTSC purchase from the Seller, from time
to time, all of its rights, title and interest in Qualified Receivable(s), up to
the Maximum Commitment (as defined below), in accordance with the terms and
conditions set forth in this Agreement which include recourse back to the Seller
in the circumstances outlined below;

WHEREAS, the Buyer will remit payment, in accordance with instructions provided
by the Seller, as per Appendix "B", to Standard Chartered Bank, New York Branch,
for the account of EOTT Energy Operating Limited Partnership, Account No.
3582-058757-001, Attention: Mr. Serafin J. Cabayan, with value on the due date
of each Invoice (as defined below). The due date of each invoice shall be
referred to hereafter as an "Invoice Due Date";



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WHEREAS, the Seller has filed a voluntary petition commencing a case (the
"Case") under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in
the United States Bankruptcy Court for the Southern District of Texas (the
"Court");

WHEREAS, each of the Seller and SCTSC wishes to continue the Prior Agreement in
effect without interruption during the pendency of the Case;

WHEREAS, a modification of the Prior Agreement is necessary to enable the
parties to so perform during the pendency of the Case, and each of the Seller
and SCTSC wishes to amend certain other provisions of the Prior Agreement on the
terms and conditions set forth herein;

NOW, THEREFORE, the Seller and SCTSC do hereby agree as follows:

1.       Transaction Origination

         A.       Initiation of each Transaction

                  From time to time, the Seller will cause copies of the
                  pro-forma and/or the final invoices to the Buyer (each an
                  "Invoice" or, as the context may require, a "Pro-Forma
                  Invoice" or a "Final Invoice") and the relevant title
                  documents, as may be required by nominations, truck bill(s) of
                  lading, marine bill(s) of lading or any other title document
                  as may be acceptable to SCTSC, to be delivered to SCTSC by
                  courier, which Invoices shall contain information required by
                  SCTSC, including a description of the Goods, their quantity,
                  type, value and other relevant terms and conditions. Payment
                  terms on the Seller's Invoices will be for a period not to
                  exceed fifty two (52) days from the date of the Seller's
                  Pro-Forma Invoice. A Final Invoice will substitute each
                  Pro-Forma Invoice within a thirty five (35) day period of time
                  from the date the Pro-Forma Invoice was issued. The Final
                  Invoice is the invoice issued by the Seller to the Buyer,
                  subsequent to the Pro-Forma Invoice which indicates the total
                  amount of Goods actually delivered to the Buyer within an
                  agreed period of time and the amount due for payment on the
                  Invoice Due Date. The aggregate amount outstanding at any
                  point in time for all Qualified Receivable(s) shall not exceed
                  One Hundred Million U.S. Dollars ($100,000,000) (the "Maximum
                  Commitment").

         B.       SCTSC Notice of Qualified Receivable(s)

                  SCTSC may accept the Seller's Transaction Confirmation in the
                  form of Appendix "C-1", annexed, if the Goods and terms
                  covering the Qualified Receivable(s) are acceptable to SCTSC
                  and if it appears to SCTSC that all conditions set forth in
                  this Agreement have been met. SCTSC shall evidence any such
                  acceptance by returning a copy of the Seller's Transaction
                  Confirmation marked "Accepted on (date) by (signature)" by
                  telefax to the Seller.

         C.       Commitment to Purchase

                  If at the time the Seller proposes that SCTSC purchase any
                  Qualified Receivable(s), (i) all conditions precedent to
                  Extensions of Credit under the SCB



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                  DIP Credit Agreement (as defined below), (ii) all other
                  conditions precedent herein are satisfied, and (iii) no Event
                  of Seller Default exists and is continuing, SCTSC will
                  purchase any such Qualified Receivable(s).

                  As used herein, "SCB DIP Credit Agreement" means that certain
                  Debtor in Possession Letter of Credit Agreement, dated as of
                  the date hereof, by and between the Seller, EOTT Energy Canada
                  Limited Partnership ("EOTT Canada"), EOTT Energy Liquids, L.P.
                  ("EOTT Liquids"), EOTT Energy Pipeline Limited Partnership
                  ("EOTT Pipeline"), EOTT Energy Partners, L.P. ("EOTT MLP"),
                  EOTT Energy General Partner, L.L.C. ("EOTT GP"), Standard
                  Chartered Bank, as Collateral Agent, LC Agent, and LC Issuer,
                  and the other banks and financial institutions party thereto
                  from time to time. Capitalized terms used and not defined
                  herein have the meanings given to them in the SCB DIP Credit
                  Agreement.

         D.       Payment to the Seller by SCTSC

                  (i)      Upon purchase of the Qualified Receivable(s), SCTSC
                           shall thereupon make payment to the Seller for 90% of
                           the aggregate face value of the Qualified
                           Receivable(s) indicated on the applicable Pro-Forma
                           Invoice (the "Purchase Price") less the discount fee,
                           handling fees and any other fees or expenses incurred
                           due to SCTSC as defined in Section 2 of this
                           Agreement and remit the difference to the Seller.
                           Approximately thirty five (35) days after the
                           Seller's issuance of the Pro-Forma Invoice, the
                           Seller will issue its Final Invoice to the Buyer.
                           This Final Invoice will replace the Pro-Forma
                           Invoice. As a condition precedent for SCTSC's
                           payment, the Seller hereby sells, assigns and
                           transfers over to SCTSC its entire title and interest
                           in and right to receive payment for each Qualified
                           Receivable, all contract rights with respect thereto
                           and all of the Seller's rights to the Goods and
                           property represented thereby.

                  (ii)     From time to time, to the extent, if any, that the
                           Maximum Commitment exceeds 90% of the aggregate
                           amount due for payment on the applicable Invoice Due
                           Date for all Qualified Receivable(s), EOTT OLP shall
                           be entitled to post a Letter of Credit (subject to
                           applicability of availability restrictions in the SCB
                           DIP Credit Agreement) in a stated amount equal to
                           such excess for the benefit of SCTSC. Such Letter of
                           Credit shall have an expiry date no earlier than one
                           month from the date of issuance and shall be in form
                           and substance satisfactory to SCTSC. Upon receipt of
                           such Letter of Credit, SCTSC shall thereupon make
                           payment to the Seller for 100% of the stated amount
                           of such Letter of Credit (the "Additional Purchase")
                           less the discount fee and any other applicable fees
                           or expenses incurred due to SCTSC as defined in
                           Section 2 of this Agreement (without duplication of
                           the fees or expenses referred to in Section 1.C(i)
                           above) and remit the difference to the Seller.



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<PAGE>

         E.       Payment to SCTSC by the Buyer

                  With respect of each Qualified Receivable, the Buyer will be
                  required to remit payment for the full amount of the Final
                  Invoice, in accordance with instructions provided by the
                  Seller as per Appendix "B" and as per each Final Invoice, to
                  Standard Chartered Bank, New York Branch (the "Bank"), ABA
                  Number 026002561, for the account of EOTT Energy Operating
                  Limited Partnership, Account No. 3582-058757-001, Attention:
                  Mr. Serafin J. Cabayan (the "EOTT Account"). The EOTT Account
                  will be subject to a Blocked Account Agreement under which the
                  Seller authorizes the Bank to remit such funds credited to the
                  EOTT Account, from time to time to Standard Chartered Bank,
                  New York Branch, ABA Number 026002561, for the account of
                  Standard Chartered Trade Services Corporation, Account No.
                  3582-088476-001, Attention: Mr. Serafin J. Cabayan (the "SCTSC
                  Account") in order to repay SCTSC for the Purchase Price of
                  such Qualified Receivable.

                  The balance remaining in the SCTSC Account, after deducting
                  (i) an amount equal to such Purchase Price and (ii) any fees,
                  costs, expenses and other amounts owing to SCTSC pursuant to
                  this Agreement in respect of such Qualified Receivable, shall
                  be applied as follows:

                  (1) Provided that no Event of Seller Default exists and is
                  continuing upon receipt of such funds in the SCTSC Account,
                  SCTSC shall promptly remit such balance to the Collateral
                  Agent; and

                  (2) In the event that an Event of Seller Default exists and is
                  continuing upon receipt of such funds in the SCTSC Account,
                  SCTSC shall retain such balance until the Termination Date,
                  and at any time prior thereto, may apply such balance to cover
                  any amounts due and owing to SCTSC under (a) this Agreement,
                  with respect to any other Qualified Receivables, and (b) the
                  Crude Oil Purchase Agreement. Upon the Termination Date, SCTSC
                  shall promptly remit to the Collateral Agent any remaining
                  balance in the SCTSC Account.

2.       Fees and Interest

         A.       Facility Fee

                  Upon assumption of this Agreement, the Seller will pay SCTSC a
                  non-refundable facility fee in an amount equal to (a) one
                  percent (1%) per annum multiplied by (b) the Average Daily
                  Maximum Facility Amount (as defined below), payable to SCTSC
                  in arrears on each Monthly Payment Date.

                  "Average Daily Maximum Facility Amount" for any month for each
                  such agreement shall equal the quotient of (x) the sum of the
                  Maximum Commitment on each day during the month divided by (y)
                  the total number of days in such month.



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         B.       Handling Fee

                  The Seller shall pay to SCTSC a handling fee ("Handling Fee")
                  on all Qualified Receivable(s) purchased by SCTSC hereunder in
                  a flat amount of Five Hundred U.S. Dollars ($500), on each of
                  the Seller's Pro-Forma Invoices purchased by SCTSC. Such
                  Handling Fee shall be deducted from any payment due to the
                  Seller.

         C.       Discount Fee

                  The Seller agrees to pay SCTSC a discount fee on (i) the
                  outstanding Qualified Receivable(s) purchased and (ii) the
                  Additional Purchase, in each case calculated at the applicable
                  LIBOR (defined below) plus a spread of three hundred basis
                  point per annum (300 b.p. p.a.) (the "Discount Fee"). The
                  Discount Fee due by the Seller to SCTSC shall be calculated as
                  follows: (x) with respect to the outstanding Qualified
                  Receivable(s) purchased, on the aggregate Purchase Price of
                  the Qualified Receivable(s) purchased by SCTSC from the date
                  payment was made to the Seller on the Invoice Due Date, and
                  (y) with respect to the Additional Purchase, on the stated
                  amount of the applicable Letters of Credit, in each case
                  calculated on the basis of a 360 actual day year. SCTSC will
                  deduct the applicable Discount Fee from its payment due to the
                  Seller, plus any and all other fees and incidental expenses
                  incurred or anticipated by SCTSC (including legal and, other
                  fees) in obtaining payment from the Buyer. The Discount Fee as
                  specified above will apply for a period not to exceed (A) the
                  Invoice Due Date for the Qualified Receivable(s) purchased and
                  (B) the expiry date for the Letters of Credit supporting the
                  Additional Purchases, as applicable.

                  LIBOR is defined as the rate per annum at which deposits in US
                  Dollars for the period comparable to the period from the date
                  SCTSC is to make payment to the Seller to the date payment is
                  due to SCTSC from the Buyer are offered to SCTSC by the Bank,
                  as quoted at 11:00 a.m. New York time, for value two (2)
                  Business Days (as defined herein) prior to the date when
                  payment is made by SCTSC to the Seller, provided, however,
                  that if the Bank cannot offer SCTSC a LIBOR rate calculated as
                  set forth above, the Seller agrees that the LIBOR rate shall
                  be defined as such other rate as the Bank shall determine as
                  its cost of funds.

                  A Business Day is defined as a day on which SCTSC and
                  commercial banks are open for business in New York, New York.

         D.       Excess Costs

                  Any Qualified Receivable(s) not paid on the Invoice Due Date
                  by Buyer shall be subject to a penalty to cover any excess
                  costs incurred by SCTSC as a result of any delay in the Buyer
                  making payment by the Invoice Due Date. The Seller shall have
                  the responsibility of collecting such excess costs from the
                  Buyer as well as the ultimate responsibility for payment of
                  SCTSC's excess costs. The Seller hereby assigns and transfers
                  to SCTSC all such amounts the Seller shall receive in coverage
                  of such excess costs. The Seller shall set the penalty rate
                  for such excess costs, but it shall be no less than the Bank's
                  applicable overnight



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                  Reference Rate in effect from time to time plus a margin of
                  two percent per annum (2% p.a.) and shall be based on the face
                  amount of the Final Invoice from the Invoice Due Date until
                  full repayment thereof has been received by SCTSC from the
                  Buyer.

                  "Reference Rate" is defined as the rate established from time
                  to time by the Bank as its Reference Rate, as quoted at 11:00
                  a.m. New York time.

                  Notwithstanding the above, the Seller shall not have the
                  responsibility to collect or pay any such penalties hereunder
                  (except for any such penalties actually received by the
                  Seller) for any portion of the Qualified Receivables deemed
                  Uncollectible (as defined herein). A Qualified Receivable will
                  be deemed "Uncollectible" if (i) it has been unpaid for more
                  than 120 days after the due date stated on the Final Invoice,
                  (ii) it has been written off by SCTSC as uncollectible or
                  should have been written off in accordance with SCTSC's sole
                  and absolute credit determination, (iii) the Buyer becomes a
                  debtor in bankruptcy proceedings or is otherwise judicially
                  determined to be insolvent, or (iv) the Buyer acknowledges in
                  writing that it is insolvent or financially unable to pay such
                  Qualified Receivable(s).

         E.       Mis-directed Payments

                  In the event of funds being forwarded in error by the Buyer
                  directly to another account of the Seller rather than to the
                  Account, the Seller undertakes to hold these funds in trust
                  for SCTSC and to immediately remit said payment to the SCTSC
                  Account. The Seller will pay SCTSC a rate of interest equal to
                  the Bank's applicable overnight Reference Rate plus three
                  percent per annum, (3% p.a.) based on a 360 day year and the
                  actual number of days elapsed, for the period between receipt
                  of payment by the Seller and the date such funds are received
                  in full by SCTSC.

3.       Role and Responsibility of the Seller

         A.       Relationship of Parties

                  Neither the Seller nor SCTSC shall be deemed a partner, agent,
                  representative or joint venturer of the other.

         B.       Covenants, Representations and Warranties of the Seller

                  The Seller agrees, represents, warrants with and to SCTSC both
                  now and with each transaction contemplated hereunder that:

                  (i)      it is a limited partnership duly organized under the
                           laws of the state of Delaware, and has the full
                           power, authority and legal right to incur and to
                           perform its obligations under this Agreement;



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                  (ii)     it has taken all required action necessary to
                           authorize the due execution and delivery by its duly
                           appointed officers of this Agreement;

                  (iii)    the officers executing this Agreement and any
                           Appendix are duly authorized and empowered to execute
                           said documents on behalf of the Seller;

                  (iv)     no authorization or approval or other action by, and
                           no notice to or filing with, any governmental
                           authority or regulatory body, other than the
                           Bankruptcy Court, is required for the due execution,
                           delivery and performance by it of this Agreement;

                  (v)      the execution, delivery and performance by the Seller
                           of this Agreement does not contravene any law,
                           regulation or contractual restriction binding on or
                           affecting the Seller and that the Buyer is a party
                           with which the Seller is permitted to transact
                           business pursuant to all applicable laws, regulations
                           and rulings of both the United States and its
                           agencies and the State in which the Seller maintains
                           its principal place of business and, in particular,
                           to the regulations of the U.S. Treasury Department's
                           Office of Foreign Assets Control;

                  (vi)     to the best of its knowledge there exist no material
                           disputes or discrepancies outstanding between the
                           Seller and the Buyer relating to prior transactions
                           (except to the extent that the Seller advises SCTSC
                           of such a dispute and SCTSC chooses in its sole
                           discretion to waive such dispute or discrepancy
                           solely for the purpose of purchasing a Qualified
                           Receivable);

                  (vii)    each of the Qualified Receivable(s) is a legal,
                           binding and assignable by the Seller and is
                           enforceable in accordance with is respective terms;

                  (viii)   each of the Qualified Receivable(s) is or will be
                           unaltered and genuine and the Seller has exclusive
                           and unencumbered title to same;

                  (ix)     except for liens in favor of the Collateral Agent as
                           provided in the Orders and the Intercreditor
                           Agreement, each of the Qualified Receivable(s) will
                           not have been sold, assigned, transferred or
                           encumbered by a lien or security interest of any
                           nature, directly or indirectly, prior to its
                           acceptance by SCTSC and this is a material term of
                           this Agreement;

                  (x)      the Seller is not prohibited by any security, loan or
                           other agreement from selling the Qualified
                           Receivable(s) as contemplated herein and such sales
                           do not conflict with any agreement binding on the
                           Seller;

                  (xi)     to the best of the Seller's knowledge, the Buyer has
                           not asserted any claim, defense or right of offset to
                           payment of the Qualified Receivable(s), nor does it
                           have grounds to make such assertions; However, if the
                           Seller



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                           learns of any such claim, defense or right of offset,
                           it will promptly notify SCTSC thereof in writing;

                  (xii)    each of the Invoices and title documents, such as
                           transport documents, pipeline tickets, receipts or
                           nominations, truck or marine bill(s) of lading, as
                           may be required by SCTSC, is or will be unaltered and
                           genuine and the Seller has exclusive and unencumbered
                           title to same;

                  (xiii)   the Seller agrees to compensate SCTSC for all costs,
                           claims, losses and expenses (including, but not
                           limited to legal fees) incurred or suffered by SCTSC
                           as a result of any transaction or as a result of the
                           Seller's breach of any representation or warranty
                           contained herein or the Seller's failure to comply
                           with any of the terms or conditions contained herein;

                  (xiv)    the Collateral Agent is granted hereby a security
                           interest in and a right of set-off with respect to
                           all Qualified Receivable(s) which have been purchased
                           by SCTSC and in all contract rights and proceeds
                           related thereto, all as security for payment and
                           performance of all of the Seller's obligations to
                           SCTSC, whether now existing or hereafter arising,
                           direct or indirect, due or to become due, matured or
                           unmatured, or absolute or contingent. The Collateral
                           Agent shall act in accordance with the Intercreditor
                           Agreement and may file such financing statements as
                           it elects with the Seller's signature to perfect its
                           security interest;

                  (xv)     it will cooperate fully with SCTSC in taking any and
                           all actions requested by SCTSC in collecting all
                           amounts owed by the Buyer which the Seller is allowed
                           to perform under its contract with the Buyer,
                           including, and not limited to, delaying or not
                           shipping future deliveries of Goods to the Buyer
                           unless (and until) SCTSC has been paid in full;

                  (xvi)    SCTSC shall have the right to request, and the Seller
                           shall provide promptly, such information about the
                           purchase, delivery and terminalling of the Goods as
                           SCTSC may reasonably request and SCTSC may, upon
                           reasonable advance notice, inspect the Goods and the
                           Seller's records pertaining to the Goods;

                  (xvii)   the guarantee issued in favor of the Seller by Koch
                           Industries Inc; which guarantees all obligations of
                           the Buyer to the Seller is in full force and effect
                           on the date of this Agreement and will continue to be
                           in full force and effect as long as any amounts are
                           due and owing to SCTSC with respect to any Qualified
                           Receivable(s); and

                  (xviii)  the Seller agrees to issue to the Buyer a Final
                           Invoice approximately thirty five (35) days after the
                           issuance of the Pro-Forma Invoice, but not later than
                           the fifth Business Day of each month, and to provide
                           SCTSC with a copy thereof on the same day as it is
                           issued to the Buyer.



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         C.       Indemnity

                  The Seller acknowledges that SCTSC shall have no liability for
                  any product liability claim from the Seller, the Buyer or any
                  other person relating to or arising out of the Goods,
                  including but not limited to claims relating to the
                  performance (or nonperformance) of the Seller, the quality of
                  the Goods supplied, the contents of any shipments and/or any
                  damage or loss (economic or physical) suffered by the Buyer or
                  any other person arising out of the Goods supplied. The Seller
                  agrees to bear the full risk of defects in or due to the
                  nonconformity of the Goods. The Seller further agrees that it
                  shall hold SCTSC harmless and indemnify SCTSC from any and all
                  claims of the Buyer or any third party relating to any product
                  liability and/or damage claim of any party or person arising
                  from the non-performance of the Seller, from defects in the
                  Goods or injury or loss arising from the Goods. The Seller
                  further acknowledges that SCTSC shall be excused from
                  performing any obligations hereunder which are prevented or
                  delayed by any occurrence not within its effective control
                  including, without limitation, destruction or damage to the
                  Goods, strikes, floods, fire, accidents, Acts of God or any
                  governmental orders or regulations.

         D.       On each date on which any amounts fall due for payment from
                  either SCTSC or the Seller under this Agreement for any
                  transaction, the party required to make such payment shall
                  effect such payment denominated in U.S. Dollars ("Dollars") by
                  payment in Dollars and in immediately available funds (or such
                  funds as may at the time be customary in the City of New York
                  for settlement in the City of New York of banking transactions
                  in Dollars) to such account in the United States of the other
                  party as such party may designate to the other in writing; or,
                  where such amount is denominated in any other currency, by
                  payment in such other currency and in immediately available
                  funds (or in such funds as may at the time be customary in the
                  city of delivery of such funds for the settlement in such city
                  of international banking transactions) to such account of the
                  other party as shall be specified by it in the Transaction
                  Confirmation.

         E.       All payments hereunder by the Buyer or by the Seller to SCTSC
                  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 the Buyer is required by
                  law to make any deduction or any withholding is required to be
                  made, the Seller shall ensure that the relevant payment shall
                  be increased to the extent necessary to ensure that, after the
                  making of such deduction or withholding, 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.

4.       Event of Seller Default

         Each of the following events are herein defined as an "Event of Seller
         Default":



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<PAGE>

         A.       the Seller's failure to discharge any of its obligations under
                  this Agreement or with respect to the Goods or the underlying
                  contract pertaining thereto.

         B.       an order shall be entered in the Case authorizing the grant of
                  a claim or interest in any way superior to the claim and
                  interest of SCTSC in and to the Qualified Receivables and the
                  contract rights and proceeds related thereto, subject only to
                  the Intercreditor Agreement;

         C.       an order shall be entered in the Case authorizing the Seller
                  to reject this Agreement; or

         D.       an "Event of Default" shall have occurred under and as defined
                  in the SCB DIP Credit Agreement.

         The Seller shall immediately notify SCTSC in writing of the occurrence
         of an Event of Seller Default and SCTSC shall have the right (in
         addition to any other right or remedy SCTSC may have at law, in equity
         or under this Agreement, subject to the Intercreditor Agreement) to
         demand that the Seller deliver immediately at the request of SCTSC to
         it or to any third party nominated by SCTSC for collection by such
         party (which may be an affiliate of SCTSC) any Qualified Receivable(s)
         held by SCTSC under any transaction.

5.       Event of Buyer Default

         Each of the following events are herein defined as the "Event of Buyer
         Default":

         A.       the filing of a petition in bankruptcy or for the appointment
                  of a receiver by or against the Buyer or any similar event; or

         B.       the Buyer's failure to pay within one Business Day after the
                  Invoice Due Date for the full amount of the Final Invoice to
                  SCTSC or to the Seller, as the case may be, by the Invoice Due
                  Date or to discharge any of its other obligations with respect
                  to the Goods or the underlying contract pertaining thereto for
                  any reason whatsoever or for no reason, including any claim
                  that the Goods are, in whole or in part, not suitable or not
                  consistent with the underlying contract of sale.

         The Seller shall immediately notify SCTSC in writing of the occurrence
         of an "Event of Buyer Default" and, if the Buyer's bankruptcy or
         failure to pay is due to any of the causes listed in Section 8 of this
         Agreement, SCTSC shall have the same limited recourse rights against
         the Seller as are described in Section 8, below.

6.       Conditions Precedent to Effectiveness of Agreement

         As a condition precedent to the effectiveness of this Agreement, the
         Seller shall have caused to be delivered to SCTSC, in form and
         substance satisfactory to SCTSC, (a) a counterpart of this Agreement
         executed by the parties hereto, (b) a copy of resolutions of the Board
         of Directors or other authorizing documents of the Seller, in form and
         substance satisfactory to SCTSC, approving the execution and
         performance of the Agreement, certified by the Secretary or other
         appropriate officer of the Seller, (c) an



                                       10
<PAGE>

         incumbency certificate executed by the Secretary or other appropriate
         officer of the Seller certifying the names and signatures of the
         officers of the Seller authorized to execute and act under this
         Agreement, (d) the opening of the Account with the Bank, (e) a duly
         executed Blocked Account Agreement between the Seller, SCTSC and the
         Bank, and (f) a copy of the guarantee referred to in Section
         3.A.(xvii), above, and the Oil Supply Contract referred to in Section
         8, below.

         It shall be an additional condition precedent to the continuing
         effectiveness of this Agreement that an order shall have entered in the
         Case authorizing the Seller to assume the Agreement under Section 365
         of the Bankruptcy Code and authorizing the Seller to enter into and
         perform its obligations under the SCB DIP Credit Agreement.

7.       Termination

         A.       This Agreement shall terminate:

                  (i)      At the sole discretion of the Seller, immediately
                           upon written notice given by the Seller to SCTSC;

                  (ii)     Upon the earliest to occur of (x) an Event of Seller
                           Default, at SCTSC's election, (y) an Event of Buyer
                           Default, at SCTSC's election, or (z) the Maturity
                           Date; or

                  (iii)    Upon payment in full in cash by the Seller of all of
                           the obligations owing to SCTSC hereunder.

                  The date that this Agreement terminates shall be referred to
                  as the "Termination Date".

         B.       Notwithstanding anything else contained herein, the
                  termination of this Agreement shall not affect the rights or
                  obligations of either party hereto with respect to any
                  Qualified Receivable(s) purchased prior to the effective date
                  of termination, unless SCTSC has not purchased the Qualified
                  Receivable(s) from the Seller, in which case SCTSC may treat
                  the purchase of said Qualified Receivable(s) as rescinded
                  without further obligation or liability of SCTSC.

8.       SCTSC Remedies

         The sale of the Qualified Receivable(s) herein is with limited recourse
         to the Seller. This right of limited recourse shall apply in the event
         of:

                  a)       rejection of documents presented to the Buyer and/or
                           assertion by the Buyer of any commercial disputes
                           concerning quantity, quality, specifications,
                           suitability/merchantability or performance of the
                           Goods, or the institution of any litigation,
                           counterclaims, set-offs or write-offs, or

                  b)       assertion by the Buyer that the Pro-Forma Invoice,
                           the Final Invoice and/or the Crude Oil Supply and
                           Terminalling Agreement dated December



                                       11
<PAGE>

                           1, 1998 (as same may have been amended) (the "Oil
                           Supply Contract") between the Seller and the Buyer
                           that relates to a Qualified Receivable(s) was not
                           adhered to, or

                  c)       the occurrence of any of the events or circumstances
                           listed in Article 8 of the Oil Supply Contract or the
                           termination or material amendment or modification to
                           that Contract, or

                  d)       any one of the covenants, representations or
                           warranties made by the Seller in this Agreement
                           proving to have been incorrect in any material
                           respect, or

                  e)       the Goods under any Qualified Receivable shall have
                           been lost, destroyed or subjected to an event which
                           could create an insurance claim of any nature, or

                  f)       if the Seller fails to issue to the Buyer (or the
                           Buyer claims non-receipt of) a Final Invoice within
                           thirty five (35) days from the date of the Pro-Forma
                           Invoice.

         Upon the occurrence of any of the foregoing circumstances or in the
         event of non-acceptance of the Goods by the Buyer for any reason (or
         for no reason), the Seller shall, upon demand, immediately return to
         SCTSC any monies received from SCTSC relating to said transaction,
         together with interest calculated at the rate of 3% per annum over the
         Bank's Reference Rate in effect from time to time, from the date of
         SCTSC's payment to the Seller to the date of SCTSC's receipt of full
         payment. SCTSC shall, upon receipt of payment in full from the Seller,
         assign all of its rights, title and interest in the Goods and/or assign
         any evidence of debt from the Buyer relating to said transaction to the
         Seller and shall have no further liability or obligation with respect
         to the transaction. The Seller shall be fully liable for any claims,
         costs, fines, levies, duties, interests, fees and/or penalties arising
         out of the Buyer's failure to accept the Goods, provided, however, that
         the Seller shall reimburse SCTSC for any reasonable costs and fees
         SCTSC may incur relating to the Buyer's non-acceptance of the Goods
         and/or fees and costs incurred in attempting to seek payment from the
         Buyer.

9.       Miscellaneous

         A.       Notices

                  All notices, requests, reports, information or demands shall
                  be effective when given or made through telex or telefax, two
                  days after deposit in the mails, or upon hand delivery, at the
                  following addresses (or at such other addresses as either
                  party may notify to the other in writing):

                      To the Seller:

                           Name:    EOTT Energy Operating Limited Partnership
                           Address: P.O. Box 4666
                                    Houston, Texas 77210-4666
                           Telefax: (713) 993-5892



                                       12
<PAGE>

                      To SCTSC:
                           Name:      Standard Chartered Trade Services
                                      Corporation
                           Address:   One Madison Avenue
                                      New York, New York 10010-3603
                           Attention: Daniel Carambot, Vice President & Manager
                           Telefax:   (212) 667-0789

         B.       Continuous Conditions

                  SCTSC's obligations shall be subject at all times to
                  appropriate and satisfactory credit support documentation
                  relating to the Buyer being provided to SCTSC. The Seller
                  agrees that it is familiar with the Buyer and that Goods
                  provided to the Buyer by the Seller shall continue to meet all
                  requirements of the Buyer.

         C.       Further Assurances

                  Each party hereto represents and warrants that (i) it has the
                  capacity and has taken all necessary action (corporate and
                  otherwise) to enable it to enter into and perform its
                  obligations under this Agreement; (ii) upon execution of this
                  Agreement by or on behalf of such party, this Agreement
                  constitutes a legal, valid and binding obligation of such
                  party; and (iii) execution and delivery by such party of this
                  Agreement and the consummation of each transaction herein
                  contemplated by such party is binding upon such party. In
                  addition, the Seller represents and warrants that none of the
                  Qualified Receivable(s) which are the subject of any
                  transaction hereunder will be, at the time of such transaction
                  or thereafter, subject to any lien or security interest held
                  by any third party (other than SCTSC), including, but not
                  limited to, any security filing under the Uniform Commercial
                  Code or any similar filing and that the Seller is the sole and
                  beneficial owner of all Qualified Receivable(s), except for
                  liens in favor of the Collateral Agent as provided in the
                  Orders and the Intercreditor Agreement.

         D.       Integration

                  This Agreement shall supersede any prior agreements or
                  understandings between the parties as to the subject matter
                  hereof. The parties may from time to time elect by mutual
                  agreement to enter into transactions on terms different from
                  those contained herein, provided, that any such agreement
                  shall be evidenced by a writing signed by both parties.

         E.       Waivers and Amendments

                  Any waiver of any right hereunder shall be in writing and
                  shall be effective when signed by the party granting the
                  waiver. No amendment of any provision of this Agreement shall
                  be effective unless it is in writing and is signed by the
                  Seller and SCTSC. No such amendment shall take effect during
                  the pendency of the Case absent the entry of an order
                  authorizing such amendment.



                                       13
<PAGE>

         F.       Taxes

                  All payments relating to the transactions contemplated by this
                  Agreement shall be made free and clear of and without
                  deduction or withholding for any present or future taxes,
                  levies, imposts or duties imposed by any governmental
                  authority in any jurisdiction or by any political subdivision
                  or taxing authority thereof or therein. If any such taxes,
                  levies, imposts or duties are required to be withheld from any
                  payments made hereunder, the amounts so payable shall be
                  increased to the extent necessary to yield to SCTSC (after
                  deduction of all such taxes, levies, imposts or duties)
                  interest or any such other amounts as specified herein.

         G.       Assignment and Delegation

                  The parties hereto may assign this Agreement and their
                  respective rights, duties and obligations hereunder solely
                  upon the written consent of the other; provided, however, that
                  SCTSC may freely assign this Agreement and its rights, duties
                  and obligations to any entity that is an affiliate of Standard
                  Chartered Bank upon notice to the Seller, provided that such
                  assignment does not result in additional costs to the Seller.
                  The parties agree that this Agreement shall inure to the
                  benefit of any successor to the parties; provided, however,
                  that this Agreement shall not inure to the benefit of any
                  trustee of the Seller's estate in a case under Chapter 7 of
                  the Bankruptcy Code.

         H.       Agreement not Exclusive

                  The rights to indemnification and recourse to the Seller
                  provided to SCTSC under this Agreement shall be independent
                  of, and neither subject to nor in derogation of, any other
                  rights to which SCTSC may be entitled, including, without
                  limitation, any such rights which may be assertable under the
                  General Corporation Law of New York.

         I.       Severability

                  Any provision of this Agreement which is prohibited or
                  unenforceable in any jurisdiction shall not invalidate the
                  remaining provisions hereof, which shall remain in full force
                  and effect, and any such prohibition or unenforceability in
                  any jurisdiction shall not invalidate or render unenforceable
                  such provision in any other jurisdiction.

         J.       Disclaimer of Warranty

                  SCTSC does not make and shall not be deemed to have made any
                  representation or warranty of any kind in favor of the Buyer
                  or any other person, including without limitation: any
                  representation concerning the title of SCTSC to the Goods; any
                  representation that SCTSC is a manufacturer, merchant or
                  dealer in goods; any representation or warranty, express or
                  implied, as to the merchantability, compliance with
                  specifications, design, operation, freedom from patent or
                  trademark infringement, absence of latent defects or fitness
                  for use of



                                       14
<PAGE>

                  the Goods, or any other representations, express or implied,
                  with respect to the Goods. SCTSC shall not be liable for any
                  consequential damages.

         K.       Governing Law and Jurisdiction

                  THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS
                  OF THE STATE OF NEW YORK. THE SELLER HEREBY IRREVOCABLY AND
                  UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
                  NONEXCLUSIVE JURISDICTION OF THE BANKRUPTCY COURT AND/OR THE
                  COURTS OF NEW YORK STATE OR FEDERAL COURT OF THE UNITED STATES
                  OF AMERICA SITTING IN NEW YORK CITY, WHETHER TRIAL OR
                  APPELLATE, IN ANY ACTION OR PROCEEDING ARISING OUT OF, OR
                  RELATING TO, THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT
                  OF ANY JUDGMENT IN RESPECT THEREOF, AND THE SELLER HEREBY
                  IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
                  RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
                  DETERMINED IN THE BANKRUPTCY COURT AND/OR ANY SUCH NEW YORK
                  STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
                  FEDERAL COURT AND CONSENTS THAT ANY SUCH ACTION OR PROCEEDING
                  MAY BE BROUGHT IN SUCH COURTS AND WAIVES TO THE FULLEST EXTENT
                  PERMITTED BY LAW ANY OBJECTION OR CLAIM THAT IT MAY NOW OR
                  HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
                  IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
                  BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR
                  CLAIM THE SAME. THE SELLER HEREBY AGREES THAT A FINAL JUDGMENT
                  IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
                  BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
                  IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT
                  SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO
                  BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT IN
                  THE COURTS OF ANY JURISDICTION. THE SELLER HEREBY IRREVOCABLY
                  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
                  COUNTERCLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR
                  THE ACTIONS OF SCTSC IN THE NEGOTIATION, ADMINISTRATION,
                  PERFORMANCE OR ENFORCEMENT THEREOF.

         L.       Amendment and Restatement

                  This Agreement amends and restates the Prior Agreement in its
                  entirety, and nothing in this Agreement shall be deemed to
                  constitute a novation of the Prior Agreement.



                                       15
<PAGE>
IN WITNESS WHEREOF, the Seller, SCTSC and the Collateral Agent have each caused
this Agreement to be executed by a duly authorized officer(s) as of the date
first written above.

EOTT ENERGY OPERATING LIMITED
PARTNERSHIP

By:      EOTT ENERGY GENERAL PARTNER, L.L.C., its General Partner


<Table>
<S>                                                     <C>
By:             /s/ Susan Ralph
         ----------------------------------------
Name:          Susan Ralph
         ----------------------------------------
Title:          Treasurer
         ----------------------------------------



STANDARD CHARTERED TRADE                                STANDARD CHARTERED TRADE
SERVICES CORPORATION                                    SERVICES CORPORATION


By:             /s/ Allan J. Lee                        By:             /s/ Allan Matamis
         ----------------------------------------                ------------------------------------
Name:          Allan J. Lee                             Name:          Allan Matamis
         ----------------------------------------                ----------------------------------------
Title:          CEO                                     Title:          Assistant Vice President
         ----------------------------------------                ----------------------------------------




STANDARD CHARTERED BANK, as Collateral Agent



By:             /s/ Neil McCauley
         ----------------------------------------
Name:          Neil McCauley
         ----------------------------------------
Title:          Senior Vice President
         ----------------------------------------



By:             /s/ Allan J. Lee
         ----------------------------------------
Name:          Allan J. Lee
         ----------------------------------------
Title:          S.V.P.
         ----------------------------------------
</Table>


                                       16
<PAGE>
                                   APPENDIX A

SELLER'S LETTERHEAD

Date: [Month day, 2002]

Standard Chartered Trade Services Corporation
One Madison Avenue
New York, New York 10010-3603

Reference: Qualified Buyer

Ladies and Gentlemen:

The following entity shall be deemed a Buyer under the terms of the Amended and
Restated Receivables Purchase Agreement between ourselves dated as of the ___
day of October, 2002 (the "Agreement"), subject to your approval as evidenced by
your signature below.

<TABLE>
<CAPTION>
BUYER                         ADDRESS                 TYPE OF GOODS                  CREDIT TERMS
<S>                           <C>                     <C>                            <C>

1. Koch Petroleum Group L.P.                            Crude Oil                    Industry Norm
                                                                                     (The 20th day of each month)
</Table>

The Buyer is hereby authorized and will be instructed by us both in our
Pro-Forma Invoice and in our Final Invoice and prior thereto by means of the
Notice of Assignment mailed by us to the Buyer in the form of Appendix "B" to
our Agreement to make payment directly to you or your designee (upon receipt of
written notice from you to do so) of all Qualified Receivable(s) (as defined in
the Agreement) and any such payment, to the extent thereof, shall satisfy such
Buyer's obligations to us.

This list will remain in effect until it is replaced or modified in accordance
with the terms of the Agreement.

Very truly yours,
EOTT Energy Operating Limited
Partnership

By: EOTT ENERGY CORP., its General Partner

By: __________________________________

Name: ________________________________

Title: _______________________________

READ, AGREED TO AND ACCEPTED ON _________:

<Table>
<Caption>
<S>                                                    <C>
STANDARD CHARTERED TRADE SERVICES CORPORATION         STANDARD CHARTERED TRADE SERVICES CORPORATION
By: __________________________________                By: __________________________________

Name: ________________________________                Name: ________________________________

Title: _______________________________                Title: ________________________________
</Table>


<PAGE>


                                   APPENDIX B

                              NOTICE OF ASSIGNMENT

For those pro-forma and final invoices of EOTT Energy Operating Limited
Partnership ("the Seller") covering sales of crude oil ("Goods") to Koch
Petroleum Group L.P. ("Buyer") accepted by, sold and assigned to Standard
Chartered Trade Services Corporation ("SCTSC"), or its successors, the Seller
shall maintain all existing responsibilities including, but not limited to,
negotiating all prices and terms with the Buyer, arranging shipment of the Goods
and all product responsibility and liability. the Seller hereby sells and
assigns to SCTSC all of the Seller's rights, title and interest in, to and under
the above mentioned invoices; provided, however, that SCTSC does not hereby
assume any obligations, duties or liabilities whatsoever of the Seller under the
invoices.

Each of the Seller's pro-forma and final invoices to the Buyer shall contain the
following statement:

          "THIS INVOICE HAS BEEN SOLD AND ASSIGNED FOR THE PURPOSE OF COLLECTION
          TO STANDARD CHARTERED TRADE SERVICES CORPORATION OR ITS SUCCESSORS
          (THE "ASSIGNEE").  ALL PAYMENTS HEREUNDER SHALL BE MADE TO THE
          ASSIGNEE BY REMITTING FUNDS, BY WIRE TRANSFER, TO STANDARD CHARTERED
          BANK, NEW YORK BRANCH, ABA NO. 026002561, FOR CREDIT TO A/C
          #3582-058757-001 OF EOTT ENERGY OPERATING LIMITED PARTNERSHIP, TO THE
          ATTENTION OF MR. SERAFIN J. CABAYAN. THE ACCOUNT EVIDENCED BY THIS
          INVOICE WILL ONLY BE SATISFIED BY PAYMENT TO THE ASSIGNEE AS INDICATED
          IN THE PRECEDING SENTENCE."

Agreed and accepted this [day] day of [Month], 2002.

By: EOTT ENERGY OPERATING LIMITED PARTNERSHIP

By: __________________________________

Name: ________________________________

Title: _______________________________

<Table>
<Caption>
<S>                                                    <C>
STANDARD CHARTERED TRADE SERVICES CORPORATION         STANDARD CHARTERED TRADE SERVICES CORPORATION
By: __________________________________                By: __________________________________

Name: ________________________________                Name: ________________________________

Title: _______________________________                Title: ________________________________
</Table>
<PAGE>


                                  APPENDIX C-1

Seller's Letterhead

Date: [Month day, 2002]

Standard Chartered Trade Services Corporation
One Madison Avenue
New York, New York 10010-3603

Reference: Transaction Confirmation of Qualified Receivable(s)

Dear Sirs:

We hereby inform you of our desire to sell new Qualified Receivable(s) to you,
as described in Section 1.B of the Amended and Restated Receivables Purchase
Agreement dated as of October 18, 2002 between EOTT Energy Operating Limited
Partnership and Standard Chartered Trade Services Corporation ("SCTSC"), as
follows:

         Qualified Receivable(s) totaling:               US$_________________

EOTT Energy Operating Limited Partnership has caused copies of the invoices to
the Buyer and the relevant title documents, as may be required by SCTSC, as
evidenced by transport documents, pipeline tickets, receipts and/or nominations,
truck bill(s) of lading, marine bill(s) of lading or any other title document as
may be acceptable to SCTSC, to be attached hereto, which contain all the
information required by SCTSC, including a description of the Goods, their
quantity, type, value and other relevant terms and conditions.

Kindly remit funds, by wire transfer, to Standard Chartered Bank, New York
Branch, ABA #026002561, Attn: _____________, for credit to A/C #____________ of

Please indicate your acceptance by signing below.

Very truly yours,
EOTT Energy Operating Limited
Partnership

By: EOTT ENERGY CORP., its General Partner

By: __________________________________

Name: ________________________________

Title: _______________________________

READ, AGREED TO AND ACCEPTED ON _________:

<Table>
<Caption>
<S>                                                    <C>
STANDARD CHARTERED TRADE SERVICES CORPORATION         STANDARD CHARTERED TRADE SERVICES CORPORATION
By: __________________________________                By: __________________________________

Name: ________________________________                Name: ________________________________

Title: _______________________________                Title: ________________________________
</Table>
<PAGE>