<PAGE>
                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY
================================================================================



                             RESTRUCTURING AGREEMENT


                                  by and among


           EOTT ENERGY PARTNERS, L.P., and certain of its subsidiaries
                                (the "COMPANY"),

                   Enron Corp., and certain of its affiliates
                                   ("ENRON"),

                           Standard Chartered Bank plc
                             ("STANDARD CHARTERED")

                  STANDARD CHARTERED TRADE SERVICES CORPORATION
                                    ("SCTSC")

                          LEHMAN COMMERCIAL PAPER INC.
                                   ("LEHMAN")

                                       and

                        CERTAIN HOLDERS OF THE COMPANY'S
                            11% SENIOR NOTES DUE 2009
                                   ("HOLDERS")





                           dated as of October 7, 2002

================================================================================

<PAGE>


                                TABLE OF CONTENTS

             This Table of Contents is not part of the Agreement to
           which it is attached but is inserted for convenience only.

<Table>
<Caption>
                                                                                                               Page
                                                                                                                No.
                                                                                                                ---
<S>                                                                                                              <C>
ARTICLE I. THE PLAN OF REORGANIZATION.............................................................................2
         SECTION 1.1       THE PLAN...............................................................................2
         SECTION 1.2       HOLDER ACTIONS.........................................................................3
         SECTION 1.3       STANDARD CHARTERED, SCTSC AND LEHMAN ACTIONS...........................................5
         SECTION 1.4       ENRON'S ACTIONS........................................................................6
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................8
         SECTION 2.1       ORGANIZATION AND QUALIFICATION.........................................................8
         SECTION 2.2       CAPITALIZATION.........................................................................8
         SECTION 2.3       AUTHORITY RELATIVE TO THIS AGREEMENT...................................................8
         SECTION 2.4       NON-CONTRAVENTION; APPROVALS AND CONSENTS..............................................9
         SECTION 2.5       LEGAL PROCEEDINGS......................................................................9
         SECTION 2.6       INFORMATION SUPPLIED; COMPANY REPORTS.................................................10
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE HOLDERS  STANDARD CHARTERED, SCTSC, LEHMAN AND ENRON..........11
         SECTION 3.1       ORGANIZATION AND QUALIFICATION........................................................11
         SECTION 3.2       AUTHORITY RELATIVE TO THIS AGREEMENT..................................................11
         SECTION 3.3       ADEQUATE DISCLOSURE...................................................................11
         SECTION 3.4       OWNERSHIP OF OLD NOTES................................................................11
ARTICLE IV. COVENANTS OF THE COMPANY.............................................................................12
         SECTION 4.1       CONDUCT OF BUSINESS...................................................................12
         SECTION 4.2       ISSUANCE OF SECURITIES................................................................12
         SECTION 4.3       APPOINTMENT OF COMMITTEES.............................................................12
         SECTION 4.4       BEST EFFORTS..........................................................................12
         SECTION 4.5       INVESTIGATION OF PRE-PETITION AGREEMENTS..............................................12
         SECTION 4.6       CONSULTATION..........................................................................12
         SECTION 4.7       PRESS RELEASE.........................................................................12
ARTICLE V. ADDITIONAL AGREEMENTS.................................................................................13
         SECTION 5.1       EXPENSES..............................................................................13
ARTICLE VI. TERMINATION, AMENDMENT AND WAIVER....................................................................13
         SECTION 6.1       TERMINATION...........................................................................13
         SECTION 6.2       EFFECT OF TERMINATION.................................................................16
         SECTION 6.3       AMENDMENT.............................................................................16
         SECTION 6.4       WAIVER................................................................................16
ARTICLE VII. GENERAL PROVISIONS..................................................................................17
         SECTION 7.1       NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.................17
</Table>


<PAGE>
<Table>
<Caption>
                                                                                                               Page
                                                                                                                No.
                                                                                                                ---
<S>                                                                                                              <C>
         SECTION 7.2       NOTICES...............................................................................17
         SECTION 7.3       ENTIRE AGREEMENT; INCORPORATION OF EXHIBITS...........................................20
         SECTION 7.4       INDIVIDUAL LIABILITY..................................................................20
         SECTION 7.5       PUBLIC ANNOUNCEMENTS..................................................................20
         SECTION 7.6       NO THIRD PARTY BENEFICIARIES..........................................................21
         SECTION 7.7       NO ASSIGNMENT; BINDING EFFECT.........................................................21
         SECTION 7.8       HEADINGS..............................................................................21
         SECTION 7.9       INVALID PROVISIONS....................................................................21
         SECTION 7.10      GOVERNING LAW.........................................................................21
         SECTION 7.11      ENFORCEMENT OF AGREEMENT..............................................................21
         SECTION 7.12      COUNTERPARTS..........................................................................21
         SECTION 7.13      EFFECTIVENESS OF AGREEMENT............................................................21
</Table>



                                       ii
<PAGE>
                             RESTRUCTURING AGREEMENT


         This Restructuring Agreement dated as of October 7, 2002 (this
"AGREEMENT") is made and entered into by and among EOTT Energy Partners, L.P., a
Delaware limited partnership, EOTT Energy Finance Corp., a Delaware corporation,
EOTT Energy General Partner, L.L.C., a Delaware limited liability company, EOTT
Energy Operating Limited Partnership, a Delaware limited partnership, EOTT
Energy Canada Limited Partnership, a Delaware limited partnership, EOTT Energy
Pipeline Limited Partnership, a Delaware limited partnership, EOTT Energy
Liquids, L.P., a Delaware limited partnership (collectively, the "COMPANY"),
Enron Corp., an Oregon corporation and as debtor-in-possession, Enron North
America Corp., a Delaware corporation and as debtor-in-possession, Enron Energy
Services, Inc., a Delaware corporation and as debtor-in-possession, Enron
Pipeline Services Company, a Delaware corporation, EGP Fuels Company, a Delaware
corporation, and Enron Gas Liquids, Inc., a Delaware corporation and as
debtor-in-possession (collectively, "ENRON"), Standard Chartered Bank plc, a
banking institution organized and existing under the laws of England and Wales
("STANDARD CHARTERED"), Standard Chartered Trade Services Corporation, a
Delaware corporation ("SCTSC"), Lehman Commercial Paper Inc., a New York
corporation ("LEHMAN") and the undersigned holders (each a "HOLDER" and
collectively, the "HOLDERS") of over 56% of the aggregate principal amount of
the Company's 11% Senior Notes due 2009 (the "OLD NOTES").

         WHEREAS, the Holders are the owners of the outstanding principal amount
of Old Notes set forth opposite their names on the signature pages hereof;

         WHEREAS, Standard Chartered is the lender and issues letters of credit
under that certain Second Amended and Restated Reimbursement, Loan and Security
Agreement, dated April 23, 2002 (the "CREDIT AGREEMENT");

         WHEREAS, SCTSC (i) purchases crude oil pursuant to the Commodity
Repurchase Agreement, dated February 28, 1998, as amended (the "COMMODITY
REPURCHASE AGREEMENT"), and (ii) purchases receivables pursuant to the
Receivable(s) Purchase Agreement, dated October 19, 1999, as amended (the
"RECEIVABLES PURCHASE AGREEMENT");

         WHEREAS, the Company, the Holders, Lehman and Standard Chartered have
each determined that it is advisable and in their respective best interests to
consummate, and have approved, a restructuring of the Company's capitalization
as provided herein and in a plan of reorganization in the form attached hereto
as Exhibit A (the "PLAN");

         WHEREAS, the Company and Enron desire to settle certain claims among
Enron and certain of its affiliates and the Company and certain of its
affiliates, to transfer to the Company employees of subsidiaries of Enron who
perform services for the Company, and to take other actions as contemplated by
the Settlement Agreement attached hereto as Exhibit B (the "ENRON SETTLEMENT
AGREEMENT"); and



                                       1
<PAGE>
         WHEREAS, the parties hereto desire to make certain representations and
warranties, and certain agreements, in each case in connection with the
transactions contemplated by this Agreement and the Plan;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


                                   ARTICLE I.
                           THE PLAN OF REORGANIZATION


         SECTION 1.1 THE PLAN. Subject to the other terms hereof and provided
that this Agreement shall not have been terminated in accordance with Section
6.1, the Company has determined to consummate a restructuring of its capital
structure by means of a pre-negotiated plan of reorganization in voluntary cases
filed by the Company (each case individually or, collectively, as the context
requires, the "BANKRUPTCY CASE") under Chapter 11 Title 11 of the United States
Code (the "BANKRUPTCY CODE"). Within three business days following the date of
this Agreement, the Company shall commence a Bankruptcy Case in the Southern
District of Texas (the "BANKRUPTCY COURT") and seek confirmation of the Plan by
the Bankruptcy Court. The principal components of the Plan are as follows:

         (a) A settlement of certain claims among Enron and persons affiliated
with Enron and the Company and persons affiliated with the Company, pursuant to
and in accordance with the Enron Settlement Agreement.

         (b) The amendment and restatement of the limited liability company
agreement of EOTT Energy General Partner, LLC (following such amendment and
restatement, "LLC NEWCO") to have the provisions contemplated by Exhibit C.

         (c) The formation of a subsidiary Delaware limited liability company
("SUBSIDIARY LLC") as a wholly-owned subsidiary of LLC Newco.

         (d) The cancellation of all of the equity interests in LLC Newco
outstanding immediately prior to consummation of the Plan.

         (e) The cancellation of all of the outstanding Old Notes and the
issuance to all former holders of the Old Notes of (i) an aggregate of $100
million principal amount of senior notes due 2010 issued by LLC Newco pursuant
to an indenture to have the terms described in Exhibit D and (ii) 11,947,820
common units in LLC Newco ("LLC UNITS").

         (f) The cancellation of all of the equity interests in the Company
outstanding immediately prior to consummation of the Plan. The issuance to the
persons who owned common units in the Company that were cancelled (the "OLD
UNITS") of (i) an aggregate of 369,520 LLC Units and (ii) warrants, having the
terms described on Exhibit E, to purchase an




                                       2
<PAGE>

aggregate of 957,981 LLC Units (the "WARRANTS"). No fractional LLC Units or
Warrants to purchase fractional LLC Units will be issued to holders of Old
Units. The number of LLC Units and the number of LLC Units purchasable pursuant
to the Warrants to which each holder of Old Units is entitled will be rounded up
or down to the nearest whole number of LLC Units. Holders of all other equity
interests in the Company, including the general partner interest, the
subordinated units and the additional partnership interests, will receive no
consideration in the restructuring with respect to such interests.

         (g) The consummation of a new exit credit facility with Standard
Chartered and Lehman, in one or more documents, containing the terms described
in Exhibit F (the "NEW CREDIT FACILITY").

         (h) The issuance of the general partner interest in the Company to LLC
Newco and the issuance of the limited partner interest in the Company to
Subsidiary LLC.

         (i) The establishment of an LLC Unit incentive plan for employees and
directors of LLC Newco pursuant to which up to 1,200,000 LLC Units ("MANAGEMENT
INCENTIVE UNITS") will be reserved for issuance pursuant to options or
restricted LLC Unit grants. The plan will be administered by the compensation
committee of the board of managers of LLC Newco.

         (j) LLC Newco and the Company would release all persons who served or
who are serving as directors and officers of LLC Newco and the Company for their
acts and omissions while so serving, other than for fraud or willful misconduct.

         (k) The payment to Enron of $1.25 million in cash pursuant to and in
accordance with the Enron Settlement Agreement.

         (l) The execution and delivery by the Company to Enron of a promissory
note in the initial principal amount of $6,211,673.13, secured by a letter of
credit issued by Standard Chartered or another bank acceptable to Enron.

         (m) The approval of the Enron Settlement Agreement and related
documents by the bankruptcy court having jurisdiction over Enron's bankruptcy
(the "ENRON BANKRUPTCY COURT").

         SECTION 1.2 HOLDER ACTIONS. (a) Subject to the terms and conditions of
this Agreement, each Holder hereby severally:

         (i)      agrees to vote or cause to be voted all claims attributed to
                  the Holder's Old Notes in favor of the Plan and in connection
                  therewith to execute a ballot or ballots voting to accept the
                  Plan;

         (ii)     agrees to vote against any competing plan that may interfere
                  with or be inconsistent with the Plan and in connection
                  therewith to execute a ballot or ballots voting to reject such
                  competing plan;



                                       3
<PAGE>
         (iii)    agrees not to withdraw or otherwise revoke or cause to be
                  withdrawn or otherwise revoked the Holder's vote in favor of
                  the Plan;

         (iv)     agrees not to grant or cause to be granted to any other person
                  or entity any proxy to vote with respect to the Plan (except
                  with respect to permitted transferees under this Section 1.2);

         (v)      agrees not to, and will cause the professionals directly
                  engaged in the administration of their respective Old Notes
                  not to, directly or indirectly, take any action (including,
                  without limitation, as a member of a creditors' committee), or
                  solicit, initiate, fund or encourage any competing plan, that
                  may interfere with or be inconsistent with the Plan;

         (vi)     subject to the date by which the Confirmation Date must occur
                  set forth in Section 6.1(e)(ix), agrees to the extension of
                  any exclusive period under 11 U.S.C. Section 1121 necessary to
                  obtain confirmation of the Plan during such extended exclusive
                  period;

         (vii)    agrees to support an order of the Bankruptcy Court in the
                  Bankruptcy Case approving the Enron Settlement Agreement in
                  full, and agrees not to take, and will cause the professionals
                  directly engaged in the administration of their respective Old
                  Notes not to take, any action seeking to oppose the entry of
                  an order in the Bankruptcy Case approving the Enron Settlement
                  Agreement or to vacate or amend such order or to avoid the
                  rights and benefits of a party under the Enron Settlement
                  Agreement;

         (viii)   acknowledges the validity, extent and priority of Standard
                  Chartered's claims and liens pursuant to the Credit Agreement
                  and SCTSC's claims and liens pursuant to the Commodity
                  Repurchase Agreement and the Receivables Purchase Agreement,
                  each without counterclaim or setoff, acknowledges SCTSC's
                  ownership of the property that is the subject of the Commodity
                  Repurchase Agreement and the Receivables Purchase Agreement,
                  and agrees not to, and will cause the professionals directly
                  engaged in the administration of their respective Old Notes
                  not to, directly or indirectly, take any action (including,
                  without limitation, as a member of a creditors' committee), or
                  solicit, initiate, fund or encourage any action to challenge
                  the validity, extent, perfection or priority of the rights,
                  claims and liens of Standard Chartered under the Credit
                  Agreement and related agreements or SCTSC under the Commodity
                  Repurchase Agreement and the Receivables Purchase Agreement;
                  and

         (ix)     agrees to support approval of the DIP Financings, including,
                  without limitation, a complete roll-up of Standard Chartered's
                  claims pursuant thereto.

         (b) So long as this Agreement has not been validly terminated: (i) no
Holders will file a notice of default, acceleration or sale or take any other
action to collect on or enforce the Old Notes, including, without limitation,
instructing the trustee under the indenture for the Old Notes ("TRUSTEE") on how
to proceed in the exercise of any and all remedies (provided, however, that




                                       4
<PAGE>

the filing of a proof of claim or interest in the Bankruptcy Case shall not be a
violation of this Section 1.2(b)(i)), and (ii) each Holder will give
instructions to the Trustee, if and when reasonably appropriate and requested in
writing by the Company, to desist from taking action that is inconsistent with
this Agreement or the Plan.

         (c) So long as this Agreement has not been validly terminated, no
Holder will, directly or indirectly, sell, assign, transfer, hypothecate or
otherwise dispose of (i) any Old Notes beneficially owned by it or as to which
it has investment authority or discretion (including Old Notes acquired after
the date hereof), (ii) any claim (as that term is defined in Section 101(5) of
the Bankruptcy Code) arising from, based on or related to the Old Notes, or
(iii) any option, interest in, or right to acquire any Old Notes or claim
referred to in clauses (i) and (ii) above, unless the transferee of any Old
Notes, claim, option, interest in or right referred to in clauses (i), (ii) or
(iii) agrees in writing for the benefit of each of the other parties hereto to
be bound by all of the terms of this Agreement and executes a counterpart
signature page to this Agreement. Any purported transfer by any Holder in
violation of this Agreement shall be null and void and of no force and effect
and the purported transferee shall have no rights or privileges in or with
respect to the Company. Notwithstanding each Holder's ownership or rights in any
Old Notes as of the date of this Agreement, each Holder agrees that the terms of
this Agreement shall also apply to any Old Notes acquired by or for the benefit
of such Holder subsequent to the date of this Agreement.

         SECTION 1.3 STANDARD CHARTERED, SCTSC AND LEHMAN ACTIONS. Subject to
the terms and conditions of this Agreement, each of Standard Chartered, SCTSC,
and Lehman (with respect to itself hereby and as to its claims arising out of
its post-petition lending):

         (a) agrees to support entry of an order by the Bankruptcy Court
confirming the Plan;

         (b) agrees not to, and will cause its respective officers, directors,
employees and professionals or other agents not to, directly or indirectly, take
any action (including, without limitation, as a member of a creditors'
committee), or solicit, initiate, fund or encourage any competing plan, that may
interfere with or be inconsistent with the Plan;

         (c) subject to the date by which the Confirmation Date must occur set
forth in Section 6.1(e)(ix), agrees to the extension of any exclusive period
under 11 U.S.C. Section 1121 necessary to obtain confirmation of the Plan during
such extended exclusive period;

         (d) agrees to support an order of the Bankruptcy Court in the
Bankruptcy Case approving the Enron Settlement Agreement in full, and agrees not
to take, and will cause their respective officers, directors, employees and
professionals or other agents not to take, any action seeking to oppose the
entry of an order in the Bankruptcy Case approving the Enron Settlement
Agreement or to vacate or amend such order or to avoid the rights and benefits
of any party under the Settlement Agreement; provided, however, nothing
contained herein shall be deemed to restrict the sale or transfer by Standard
Chartered or SCTSC of any claims attributable to the Credit Agreement, Commodity
Repurchase Agreement and Receivables Purchase Agreement, provided that the
purchaser of such claims agrees to be bound by the terms hereof, including this
Section 1.3;


                                       5
<PAGE>
         (e) acknowledges the validity, extent, perfection and priority of
Standard Chartered's claims and liens pursuant to the Credit Agreement and
SCTSC's claims and liens pursuant to the Commodity Repurchase Agreement and the
Receivables Purchase Agreement, each without counterclaim or setoff,
acknowledges SCTSC's ownership of the property that is the subject of the
Commodity Repurchase Agreement and the Receivables Purchase Agreement, and
agrees not to, and will cause its respective officers, directors, employees and
professionals or other agents not to, directly or indirectly, take any action
(including, without limitation, as a member of a creditors' committee), or
solicit, initiate, fund or encourage any action to challenge the validity,
extent, perfection or priority of the rights, claims and liens of Standard
Chartered under the Credit Agreement and related agreements or SCTSC under the
Commodity Repurchase Agreement and the Receivables Purchase Agreement; and

         (f) agrees to support entry of interim and final orders by the
Bankruptcy Court approving the Standard Chartered and Lehman debtor in
possession financing contemplated by the Bankruptcy Case, in one or more
documents containing the terms set forth in Exhibit F, and in form and substance
acceptable to Standard Chartered, SCTSC and Lehman (the "DIP FINANCINGS"), and
all of its terms, including, without limitation, the roll up of pre-petition
obligations as set forth therein and shall not support any other debtor in
possession financing.

For the avoidance of doubt, Lehman's obligations set forth in this Section 1.3
relate to Lehman's capacity as a debtor in possession lender, and not in its
capacity as a Holder, which obligations are address in Section 1.2 hereof.

         SECTION 1.4 ENRON'S ACTIONS. Contemporaneously with the execution of
this Agreement, Enron and certain of its subsidiaries and the Company and
certain of its subsidiaries have entered into the Enron Settlement Agreement.
Subject to the terms and conditions of this Agreement and the Enron Settlement
Agreement, Enron hereby:

         (a) agrees to vote, or cause to be voted, all claims attributable to
any debt and, to the extent Enron has the contractual right to vote or cause to
be voted the equity interest it owns or controls in the Company or the Company's
affiliates, which determination shall be made by Enron in its reasonable
judgment, to vote, or cause such equity interest to be voted, in favor of the
Plan and in connection therewith to execute a ballot or ballots voting to accept
the Plan;

         (b) agrees to vote, or cause to be voted, all claims attributable to
any debt against and, to the extent Enron has the contractual right to vote or
cause to be voted the equity interest it owns or controls in the Company or the
Company's affiliates, which determination shall be made by Enron in its
reasonable judgment, to vote, or cause such equity interest to be voted, against
any competing plan that may interfere with or be inconsistent with the Plan and
in connection therewith to execute a ballot or ballots voting to reject such
competing plan;

         (c) agrees not to withdraw or otherwise revoke or cause to be withdrawn
or otherwise revoked its vote in favor of the Plan;

         (d) agrees not to grant or cause to be granted to any other person or
entity any proxy to vote with respect to the Plan;



                                       6
<PAGE>
         (e) agrees to take such actions as are reasonably necessary or
appropriate to obtain the approval of the terms of the Enron Settlement
Agreement by the Enron Bankruptcy Court;

         (f) agrees not to, and will cause its respective officers, directors,
and employees (including, without limitation, to the extent any such person acts
as the representative of any Enron Party (as defined in the Enron Settlement
Agreement) on any committee of the creditors appointed in any Bankruptcy Case of
the EOTT Party (as defined in the Enron Settlement Agreement)) not to, directly
or indirectly, take any action, or solicit, initiate, fund or encourage any
competing plan, that may interfere with or be inconsistent with the Plan;

         (g) subject to the date by which the Confirmation Date must occur set
forth in Section 6.1(e)(ix), agrees to the extension of any exclusive period
under 11 U.S.C. Section 1121 necessary to obtain confirmation of the Plan during
such extended exclusive period;

         (h) agrees that, for so long as (i) there is a Restructuring Committee
of the Board of Directors of the general partner of the Company composed of one
or more non-employee members and (ii) none of the Company, any Holder, Standard
Chartered, SCTSC or Lehman is in material breach of a representation or
warranty, or any covenant made for the benefit of Enron herein and no EOTT Party
is in material breach of any Settlement Document (as defined in the Enron
Settlement Agreement), without the prior written consent of the Restructuring
Committee, Enron will not take any action to (w) remove any director of the
Company's general partner, (x) elect any additional person as a director of the
Company's general partner, (y) alter or amend the Certificate of Incorporation
or By-Laws of the Company's general partner or (z) otherwise participate in or
effect the operations or management of the Company except as contemplated by the
Enron Settlement Agreement;

         (i) acknowledges the validity, extent, perfection and priority of
Standard Chartered's claims and liens pursuant to the Credit Agreement and
SCTSC's claims and liens pursuant to the Commodity Repurchase Agreement and the
Receivables Purchase Agreement, each without counterclaim or setoff,
acknowledges SCTSC's ownership of the property that is the subject of the
Commodity Repurchase Agreement and the Receivables Purchase Agreement, and
agrees not to and will cause its respective officers, directors, and employees
(including, without limitation, to the extent any such person acts as the
representative of any Enron Party on any committee of the creditors of the EOTT
Party) not to, directly or indirectly, take any action, or solicit, initiate,
fund or encourage any action to challenge the validity, extent, perfection or
priority of the rights, claims and liens of Standard Chartered under the Credit
Agreement and related agreements or SCTSC under the Commodity Repurchase
Agreement and the Receivables Purchase Agreement; and

         (j) agrees to support approval of the DIP Financings, including,
without limitation, a complete roll-up of Standard Chartered's claims pursuant
thereto.



                                       7
<PAGE>
                                  ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Holders, Standard Chartered,
SCTSC, Lehman and Enron as of the date hereof:

         SECTION 2.1 ORGANIZATION AND QUALIFICATION. The Company is a limited
partnership duly organized, validly existing and in good standing under the laws
of its jurisdiction of formation and has full power and authority to conduct its
business as and to the extent now conducted and to own, use and lease its assets
and properties. The Company has previously delivered to the Holders, Standard
Chartered, SCTSC, Lehman and Enron correct and complete copies of its
partnership agreement as amended through the date hereof.

         SECTION 2.2 CAPITALIZATION. The Company has 18,476,011 Old Units,
9,000,000 subordinated units, and $9,318,000 of additional partnership interests
outstanding, and 195,000 Old Units are reserved for issuance pursuant to the
1994 Unit Option Plan (the "UNIT PLAN"). All of the issued and outstanding Old
Units, subordinated units and additional partnership interests are, and all Old
Units reserved for issuance will be upon issuance in accordance with the terms
specified in the instruments or agreements pursuant to which they are issuable,
duly authorized, validly issued, fully paid and nonassessable. Except for Old
Units reserved for issuance upon the exercise of currently outstanding options
granted under the Unit Plan, there are no outstanding subscriptions, options,
warrants, rights (including "phantom" unit rights), preemptive rights or other
contracts, commitments, understandings or arrangements, including any right of
conversion or exchange under any outstanding security, instrument or agreement
(together, "UNIT-RELATED AGREEMENTS"), obligating the Company or any of its
subsidiaries to issue or sell any partnership interest or other equity interest
of the Company or any subsidiary or to grant, extend or enter into any
Unit-Related Agreement with respect thereto or otherwise provide any payment or
compensation based on "phantom" units or measured by the value of the Company's
or any subsidiary's units, assets, revenues or other similar measure.

         SECTION 2.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has full
power and authority to enter into this Agreement and to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by the Company and the consummation
by the Company of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of the Company's general partner, and
no other proceedings on the part of the Company, its general partner or its
unitholders are necessary to authorize the execution, delivery and performance
of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).


                                       8
<PAGE>

         SECTION 2.4 NON-CONTRAVENTION; APPROVALS AND CONSENTS. (a) Other than
as contemplated by this Agreement and except for defaults, violations and other
matters to be caused by filing the Bankruptcy Case, the execution and delivery
of this Agreement by the Company does not, and the performance by the Company of
its obligations hereunder and the consummation of the transactions contemplated
hereby will not, conflict with, result in a material violation or breach of,
constitute (with or without notice or lapse of time or both) a default under,
result in or give to any person any right of payment or reimbursement,
termination, cancellation, modification or acceleration of, or result in the
creation or imposition of any lien, claim, mortgage, charge, encumbrance,
security interest, pledge or equity of any kind (together, a "LIEN") upon any of
the assets or properties of the Company or any of its subsidiaries under, any of
the terms, conditions or provisions of (i) the Partnership Agreement of the
Company or (ii) any statute, law, rule, regulation or ordinance (together,
"LAWS"), or any judgment, decree, order, writ, permit or license (together,
"ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission,
official or other instrumentality of the United States, any foreign country or
any domestic or foreign state, county, city or other political subdivision (a
"GOVERNMENTAL OR REGULATORY AUTHORITY") applicable to the Company or any of its
subsidiaries or any of their respective assets or properties, or (iii) any note,
bond, mortgage, security agreement, indenture, license, franchise, permit,
concession, contract, lease or other instrument, obligation or agreement of any
kind (together, "CONTRACTS") to which the Company or any of its subsidiaries is
a party or by which the Company or any of its subsidiaries or any of their
respective assets or properties are bound, other than customary provisions
prohibiting or restricting assignment of contracts.

         (b) Except for the filing of (i) the certificate of formation relating
to the formation of Subsidiary LLC and, to the extent required, a certificate of
amendment relating to each of LLC Newco and the Company, (ii) the approval of
the Enron Settlement Agreement by the Bankruptcy Court and the Enron Bankruptcy
Court and (iii) the approval of the Plan and the related disclosure statement
(the "DISCLOSURE STATEMENT"), and the debtor in possession financing
contemplated by the Bankruptcy Case, including the DIP Financings, by the
Bankruptcy Court, no consent, approval or action of, filing with or notice to
any Governmental or Regulatory Authority or other public or private third party
is necessary, or required under any of the terms, conditions or provisions of
any Law or Order of any Governmental or Regulatory Authority or any Contract to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries or any of their respective assets or properties is
bound, for the execution and delivery of this Agreement by the Company, the
performance by the Company of its obligations hereunder or the consummation of
the transactions contemplated hereby.

         (c) The Company is in material compliance with all applicable Laws and
Orders of any Governmental or Regulatory Authority in all jurisdictions in which
it is presently doing business.

         SECTION 2.5 LEGAL PROCEEDINGS. Except as disclosed in the reports filed
with the Company SEC Documents (as defined in Section 2.6(a)) on the date of
this Agreement, (i) there are no actions, suits, arbitrations or proceedings
pending or, to the knowledge of the Company, threatened against, relating to or
affecting, nor to the knowledge of the Company are there any Governmental or
Regulatory Authority investigations or audits pending or threatened against,
relating to or affecting the Company or any of its subsidiaries or any of their
respective assets



                                       9
<PAGE>

and properties which would be material and (ii) neither the Company nor any of
its subsidiaries is subject to any order of any Governmental or Regulatory
Authority with respect to the transactions contemplated by this Agreement which
would be material.

         SECTION 2.6 INFORMATION SUPPLIED; COMPANY REPORTS. (a) Since December
31, 2001, the Company has filed all reports, forms, statements and other
documents (collectively, together with all financial statements included or
incorporated by reference therein, the "COMPANY SEC DOCUMENTS") required to be
filed by the Company with the Securities and Exchange Commission (the "SEC")
pursuant to the provisions of the Securities Act of 1933, as amended (the
"SECURITIES ACT"), or the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"). Except as described in such reports, each of the Company SEC
Documents, as of its filing date, complied in all material respects with the
applicable requirements of the Securities Act and the Exchange Act. None of the
Company SEC Documents, as of their respective filing dates, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

         (b) Each of the consolidated financial statements (including related
notes) included in the Company SEC Documents presented fairly in all material
respects the consolidated financial condition, cash flows and results of
operations of the Company and its subsidiaries for the respective periods or as
of the respective dates set forth therein. Each of the financial statements
(including related notes) included in the Company SEC Documents has been
prepared in accordance with United States generally accepted accounting
principles ("GAAP"), consistently applied during the periods involved, except
(i) as noted therein, (ii) to the extent required by changes in GAAP or (iii) in
the case of unaudited financial statements, normal recurring year-end audit
adjustments and as permitted by Form 10-Q of the SEC.

         (c) The information, reports and financial statements furnished in
writing by or on behalf of the Company to Enron, Standard Chartered, SCTSC,
Lehman, or any Holder in connection with the negotiation, preparation or
delivery of this Agreement and the Enron Settlement Agreement or included herein
or therein or delivered pursuant hereto or thereto, whether prior to or on the
date of confirmation of the Plan (the "CONFIRMATION DATE"), when taken as a
whole, do not, as of the date such information was furnished, contain any untrue
statement of material fact or omit to state a material fact necessary in order
to make the statements herein or therein, in light of the circumstances under
which they were made, not materially misleading. The projections and pro forma
financial information furnished by the Company to any other parties to this
Agreement in connection with the transactions contemplated by this Agreement
have been prepared in good faith based on assumptions believed by the Company to
be reasonable at the time made, it being recognized by Enron, Standard
Chartered, SCTSC, Lehman and the Holders that such financial information as it
relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount and the
Company makes no representation as to its ability to achieve the results set
forth in any such projections. The Company understands that all such statements,
representations and warranties shall be deemed to have been relied upon by the
other parties to



                                       10
<PAGE>

this Agreement as a material inducement to enter into this Agreement and the
transactions contemplated thereby.


                                  ARTICLE III.
                  REPRESENTATIONS AND WARRANTIES OF THE HOLDERS
                   STANDARD CHARTERED, SCTSC, LEHMAN AND ENRON

         Each Holder, Standard Chartered, SCTSC, Lehman and Enron, severally and
for itself only, represents and warrants to the Company with respect to such
person as of the date hereof:

         SECTION 3.1 ORGANIZATION AND QUALIFICATION. It is an entity duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has full power and authority to conduct its
business as and to the extent now conducted and to own, use and lease its assets
and properties.

         SECTION 3.2 AUTHORITY RELATIVE TO THIS AGREEMENT. Subject in the case
of Enron, to approval by the Enron Bankruptcy Court, each has full power and
authority to enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by it and the consummation of the transactions
contemplated hereby have been duly and validly approved by it, and no other
proceedings on its part or the part of its stockholders, partners, directors,
trustees, members or other similar constituents, as the case may be, are
necessary to authorize the execution, delivery and performance of this Agreement
by it and the consummation by it of the transactions contemplated hereby other
than, in the case of Enron, approval by the Enron Bankruptcy Court. This
Agreement has been duly and validly executed and delivered by it and constitutes
its legal, valid and binding obligation enforceable against it in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) other than, in the case of Enron, approval by the Enron
Bankruptcy Court.

         SECTION 3.3 ADEQUATE DISCLOSURE. The Company has responded to all
requests for information about the Company made by each of the Holders, Standard
Chartered, SCTSC, Lehman and Enron and their advisors.

         SECTION 3.4 OWNERSHIP OF OLD NOTES. Each of the Holders represents that
it owns and has the ability to vote Old Notes aggregating at least the amount
set forth below its signature line to this Agreement.




                                       11
<PAGE>
                                  ARTICLE IV.
                            COVENANTS OF THE COMPANY

         SECTION 4.1 CONDUCT OF BUSINESS. Except as contemplated or permitted by
this Agreement and the Plan, between the date hereof and the Confirmation Date,
the Company and its subsidiaries shall conduct business only in the ordinary
course and subject to any limitations imposed by the Bankruptcy Code, the
Bankruptcy Court and the U.S. Trustee's office with oversight over the Company's
Bankruptcy Case, unless otherwise approved by an order of the Bankruptcy Court.

         SECTION 4.2 ISSUANCE OF SECURITIES. Between the date hereof and the
Confirmation Date, the Company shall not issue or agree to issue any securities
of the Company or enter into any Unit-Related Agreements other than Old Units
issued pursuant to Company options outstanding as of the date hereof.

         SECTION 4.3 APPOINTMENT OF COMMITTEES. The Company shall request that
the U.S. Trustee appoint only one committee of creditors in connection with the
Bankruptcy Case, to consist of not more than seven members, and the Company
shall request and support the appointment of the Holders to that committee. The
Company shall not support the appointment of any committee of Old Unit or other
equity interest holders in connection with the Bankruptcy Case.

         SECTION 4.4 BEST EFFORTS. The Company shall cooperate with the other
parties to this Agreement and use its best efforts to take, and cause to be
taken, all appropriate action, and do, or cause to be done, and assist and
cooperate with the other parties in doing, all things necessary, proper and
advisable in seeking approval of the DIP Financings, first day motions and the
Disclosure Statement, and confirmation of the Plan by the Bankruptcy Court in
the most expeditious manner practicable, including, without limitation, to cause
or cause to be made, all filings, necessary, proper or advisable under
applicable laws to consummate and make effective the transactions contemplated
by this Agreement.

         SECTION 4.5 INVESTIGATION OF PRE-PETITION AGREEMENTS. In accordance
with the provisions of the interim and final orders approving the DIP
Financings, which shall govern in all respects, in no event shall there be paid
an aggregate amount in excess of $75,000 from proceeds of the DIP Financings for
any fees and expenses incurred or allowed by the Bankruptcy Court in analyzing
or investigating the liens or claims of Standard Chartered or SCTSC. Nothing
contained in this Agreement shall affect or limit the right of Standard
Chartered or SCTSC to object to any requests for fees or fee applications filed
with the Bankruptcy Court.

         SECTION 4.6 CONSULTATION. The Company shall consult with the Holders,
Standard Chartered, SCTSC, Lehman and Enron concerning any amendments or
modifications to the Plan and the Disclosure Statement before filing or serving
any such amendments or modifications in the Bankruptcy Case.

         SECTION 4.7 PRESS RELEASE. The Company will not disclose the names of
the Holders in any press release made by the Company.





                                       12
<PAGE>

                                   ARTICLE V.
                              ADDITIONAL AGREEMENTS

         SECTION 5.1 EXPENSES. Whether or not the Plan is confirmed, except for
(i) the reasonable out-of-pocket expenses incurred by the Holders in connection
with the negotiation, execution and implementation of this Agreement, which the
Company hereby agrees to reimburse to the Holders, (ii) fees payable to Petrie
Parkman & Co. and the reasonable fees, expenses and disbursements of Fulbright &
Jaworski L.L.P., counsel for the Holders, which the Company has previously
agreed to pay, and hereby confirms that it will pay, and (iii) without limiting
the provisions of the Credit Agreement or the DIP Financings, the reasonable
out-of-pocket expenses incurred by Standard Chartered and SCTSC, including the
reasonable fees, expenses and disbursements of counsel, financial advisors and
other advisors, in connection with the negotiation, execution and implementation
of this Agreement and all transactions contemplated hereby, which the Company
hereby confirms that it will pay, all other costs incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such cost or expense.


                                  ARTICLE VI.
                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 6.1 TERMINATION. In addition to the other terms and provisions
of this Agreement, this Agreement may be terminated, and the transactions
contemplated hereby may be abandoned:

         (a) By mutual written agreement of all of the parties hereto.

         (b) By any of the Company, Standard Chartered, SCTSC, Lehman, or any of
the Holders (but only as to the rights and obligations of such Holder hereunder)
upon written notification to the non-terminating party or parties by the
terminating party or parties:

                  (i) if any of the representations set forth in this agreement
                  shall be materially untrue or if there has been a subsequent
                  material breach of the representations, warranties, covenants
                  or agreements on the part of the Company set forth in this
                  Agreement;

                  (ii) if the Bankruptcy Court enters an order denying
                  confirmation of the Plan and such order shall have become
                  final and non-appealable;

                  (iii) upon the election by the Board of Directors of the
                  Company's general partner, Standard Chartered, SCTSC, Lehman
                  and the Holders to pursue or accept a bona fide offer for the
                  purchase of all or substantially all of the assets of the
                  Company, the merger or consolidation of the Company with or
                  into any other company or any transaction to restructure the
                  Company's indebtedness (collectively, an "ALTERNATIVE
                  TRANSACTION");



                                       13
<PAGE>
                  (iv) if the Company, Standard Chartered, SCTSC, Lehman, or any
                  of the Holders determines in its good faith judgment that (x)
                  an Alternative Transaction is more favorable and (y) there is
                  a risk that failure to pursue such Alternative Transaction
                  would violate its fiduciary duties;

                  (v) upon an occurrence of whatever nature that results in the
                  material impairment of the ability of (x) the Company to
                  perform its material obligations under the Plan or (y) the
                  other parties to realize the material benefits intended to be
                  provided to such parties under the Plan;

                  (vi) if at any time Standard Chartered, SCTSC, Enron, Lehman
                  or any of the Holders validly terminates this Agreement
                  pursuant to this Section 6.1; or

                  (vii) if the Disclosure Statement contains any material
                  information that has not been previously provided to the
                  terminating party, or any information that is materially
                  different from that information previously provided to the
                  terminating party that would have caused the terminating party
                  not to enter into this Agreement.

         (c) By Standard Chartered, SCTSC or Lehman upon written notification to
the non-terminating parties prior to the Confirmation Date, if:

                  (i) the form and substance of the orders approving the Plan,
                  the Disclosure Statement, the DIP Financings or the terms of
                  the New Credit Facility and all other documents related
                  thereto are not reasonably acceptable to Standard Chartered,
                  SCTSC or Lehman, or if there has been any default under the
                  DIP Financings or any related documents;

                  (ii) if there has been a material breach of the
                  representations, warranties, covenants or agreements on the
                  part of (x) any EOTT Party in any Settlement Document, or (y)
                  by any other party to this Agreement, if such breach results
                  in a material impairment of Standard Chartered's ability to
                  realize the material benefits intended to be provided to
                  Standard Chartered under the Plan or this Agreement; or

                  (iii) the Company shall support the appointment of any
                  committee of Old Unit or other equity interest holders in
                  connection with the Bankruptcy Case.

         (d) By Enron upon written notification to the non-terminating parties
prior to the Confirmation Date:

                  (i) if there has been a material breach of the
                  representations, warranties, covenants or agreements on the
                  part of (x) the Company set forth in this Agreement or by any
                  EOTT Party in any Settlement Document, or (y) by any other
                  party to this Agreement if such breach results in a material
                  impairment of Enron's ability to realize the material benefits
                  intended to be provided to Enron under the Plan or the Enron
                  Settlement Agreement;



                                       14
<PAGE>
                  (ii) if the Enron Bankruptcy Court or the Bankruptcy Court
                  does not issue a final order approving the Enron Settlement
                  Agreement on or before the 90th day following the execution of
                  this Agreement, or if the order approving the Enron Settlement
                  Agreement is vacated or amended by the Enron Bankruptcy Court
                  or the Bankruptcy Court;

                  (iii) if the Company fails to pay when due any amount required
                  to be paid under the Enron Settlement Agreement; or

                  (iv) if the Company, without the consent of Enron, makes any
                  amendments or modifications (x) to the Plan (including the
                  exhibits attached thereto), or (y) to any of the exhibits to
                  this Agreement which, in either case, materially adversely
                  affects the rights of any Enron Party under the Enron
                  Settlement Agreement, or if the Company withdraws or revokes
                  the Plan.

         (e) By Enron, Standard Chartered, SCTSC, Lehman or any Holder (but only
as to the rights and obligations of such Holder hereunder), upon written
notification to the non-terminating parties prior to the Confirmation Date, if:

                  (i) either (x) the Bankruptcy Court or the Enron Bankruptcy
                  Court does not approve the Enron Settlement Agreement as
                  contemplated in the Enron Settlement Agreement by the
                  Confirmation Date, or (y) either the Bankruptcy Court or the
                  Enron Bankruptcy Court enter an order affirmatively deciding
                  not to approve the Enron Settlement Agreement;

                  (ii) the Company, without the consent of the terminating
                  party, makes any material amendments or modifications (x) to
                  the Plan (including the exhibits attached thereto), or (y) to
                  any of the exhibits to this Agreement, which, in either case,
                  adversely affects such terminating party, or if the Company
                  withdraws or revokes the Plan;

                  (iii) the Bankruptcy Case is not filed in the Bankruptcy Court
                  within three business days following the date of this
                  Agreement;

                  (iv) an order is entered (x) dismissing the Bankruptcy Case or
                  any one of them and such order is not stayed within 10 days
                  thereof, (y) converting the Bankruptcy Case to a case under
                  Chapter 7 of the Bankruptcy Code, or (z) appointing an
                  examiner with expanded powers or a trustee to operate all or
                  any material part of the Company's business and such order is
                  not stayed within 10 days thereof;

                  (v) an order approving the DIP Financings shall not have been
                  entered on or before noon, central time, on October 18, 2002
                  or final approval of the DIP Financings is not obtained within
                  30 days following the filing of the Bankruptcy Case;

                  (vi) the Company shall not have filed the Plan on or before
                  the fifth business day following the execution of this
                  Agreement;



                                       15
<PAGE>

                  (vii) the Bankruptcy Court has not approved the Disclosure
                  Statement filed as part of the Bankruptcy Case on or before
                  January 10, 2003;

                  (viii) the Company shall not have commenced solicitation of
                  votes on the Plan by February 28, 2003;

                  (ix) the Confirmation Date does not occur on or before March
                  17, 2003; or

                  (x) the Closing of the transactions contemplated by the Plan
                  does not occur on or before March 31, 2003.


         SECTION 6.2 EFFECT OF TERMINATION. If this Agreement is validly
terminated by any party hereto pursuant to Section 6.1, this Agreement will
forthwith become null and void as to such terminating party, and there will be
no liability or obligation on the part of the terminating party; provided,
however, that the provisions of Section 5.1 and this Section 6.2 will continue
to apply following any such termination.

         SECTION 6.3 AMENDMENT. This Agreement may be amended, supplemented or
modified by a written agreement executed by or on behalf of the Company,
Standard Chartered, SCTSC, Lehman and all of the Holders; provided that no
amendment, supplement or modification of this Agreement which materially
adversely affects the rights of Enron and the Enron Parties (as defined in the
Enron Settlement Agreement) in the Enron Settlement Agreement shall be effective
unless consented to in writing by Enron. No such amendment, supplement or
modification shall be effective unless set forth in a written instrument duly
executed by or on behalf of the party sought to be bound.

         SECTION 6.4 WAIVER. The Company, Standard Chartered, SCTSC, Lehman and
all of the Holders may, to the extent permitted by applicable law, (i) extend
the time for the performance of any of the obligations or other acts of the
other hereto, (ii) waive any inaccuracies in the representations and warranties
of the other contained herein or in any document delivered pursuant hereto or
(iii) waive compliance with any of the covenants, agreements or conditions of
the other contained herein; provided, however, that the requirement (x) to
support approval by the Bankruptcy Court of the Enron Settlement Agreement
contained in Article I above, and (y) that the Company shall make all payments
required by the Enron Settlement Agreement, may be waived only by Enron in
writing. No such extension or waiver shall be effective unless set forth in a
written instrument duly executed by or on behalf of the party extending the time
of performance or waiving any such inaccuracy or non-compliance. No waiver by
any party of any term or condition of this Agreement, in any one or more
instances, shall be deemed to be or construed as a waiver of the same or any
other term or condition of this Agreement on any future occasion.



                                       16
<PAGE>

                                  ARTICLE VII.
                               GENERAL PROVISIONS

         SECTION 7.1 NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS. The representations, warranties, covenants and agreements contained
in this Agreement or in any instrument delivered pursuant to this Agreement
shall not survive the confirmation of the Plan, except for the agreements
contained in Section 5.1, this Article VII and the Enron Settlement Agreement,
which shall survive the confirmation of the Plan.

         SECTION 7.2 NOTICES. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally, by facsimile transmission or by overnight courier to the
parties at the following addresses or facsimile numbers:

                  If to the Holders, to:

                  Lehman Brothers Inc.
                  600 Travis, Suite 7330
                  Houston, TX  77002
                  Facsimile No.:  (713) 236-3912
                  Attn:  J. Robert Chambers

                  Dreyfus High Yield Strategies Fund
                  Dreyfus Premier Fixed Income Funds:  Dreyfus Premier High
                  Yield Securities Fund
                  The Dreyfus/Laurel Funds Trust:  Dreyfus Premier Limited Term
                  High Income Fund
                  Dreyfus Fixed Income Securities:  Dreyfus High Yield Shares
                  Dreyfus Variable Investment Fund:  Limited Term High Income
                  Portfolio

                  c/o The Dreyfus Corporation
                  200 Park Avenue
                  New York, NY  10166
                  Facsimile No.:  (212) 922-7201
                  Attn.:  Keith Chan

                  The Northwestern Mutual Life Insurance Company
                  720 East Wisconsin Avenue
                  Milwaukee, WI  53202
                  Facsimile No.:  (414) 625-2646
                  Attn.:  Steve Tallmadge



                                       17
<PAGE>

                  American Express Financial Corporation
                  25617 AXP Financial Center
                  Minneapolis, MN  55474
                  Facsimile No.:  (612) 547-2694
                   Attn.:  Mark Van Holland

                  Farallon Capital Management, LLC
                  One Maritime Plaza, Suite 1325
                  San Francisco, CA 94111
                  Facsimile No.:  (415) 421-2133
                  Attn.:  Derek Schrier

                  with a copy to:

                  Fulbright & Jaworski LLP
                  1301 McKinney, Suite 5100
                  Houston, Texas 77010-3095
                  Facsimile No.:  (713) 651-5246
                  Attn.:  Evelyn H. Biery

                  If to Lehman:

                  Lehman Commercial Paper Inc.
                  600 Travis Street, Suite 7330
                  Houston, Texas  77002
                  Facsimile No.:  (713) 236-3912
                  Attn.:  J. Robert Chambers

                  If to Standard Chartered or SCTSC:

                  Standard Chartered Bank
                  One Madison Avenue
                  New York, New York  10010
                  Facsimile No.:  (212) 667-0797
                  Attn.:  Neil McCauley

                  Standard Chartered Trade Services Corporation
                  One Madison Avenue
                  New York, New York  10010
                  Facsimile No.:  (212) 667-0797
                  Attn.:  Neil McCauley



                                       18
<PAGE>
                  with a copy to:

                  Lovells
                  900 Third Avenue
                  New York, New York  10022
                  Facsimile No.:  (212) 909-0666
                  Attn.:  Gary Lee and Karen Ostad

                  and

                  Bingham McCutchen LLP
                  399 Park Avenue
                  New York, New York 10022
                  Facsimile No.  (212) 752-5378
                  Attn.:  Tina L. Brozman and Frederick F. Eisenbiegler


                  If to Enron:

                  Enron Corp.
                  1400 Smith Street
                  Houston, Texas  77002
                  Facsimile No.:  (713) 646-6227
                  Attn.:  General Counsel

                  with a copy to:

                  Weil, Gotshal & Manges LLP
                  700 Louisiana, Suite 1600
                  Houston, Texas  77002
                  Facsimile No.:  (713) 224-9511
                  Attn.:  Charles E. Harrell

                  If to the Company, to:

                  EOTT Energy Partners, L.P.
                  2000 West Sam Houston Pkwy South, Suite 400
                  Houston, TX 77042
                  Facsimile No.:  (713) 993-5813
                  Attn:  Molly Sample


                                       19
<PAGE>
                  with a copy to:

                  Haynes and Boone, LLP
                  901 Main Street, Suite 3100
                  Dallas, TX 75202-3789
                  Facsimile No.:  (214) 651-5940
                  Attn:  Robert D. Albergotti

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 7.2, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section 7.2, be deemed given upon confirmed receipt, and (iii)
if delivered by overnight courier in the manner described above to the address
as provided in this Section 7.2, be deemed given upon receipt (in each case
regardless of whether such notice, request or other communication is received by
any other person to whom a copy of such notice, request or other communication
is to be delivered pursuant to this Section 7.2). Any party from time to time
may change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other
parties hereto.

         SECTION 7.3 ENTIRE AGREEMENT; INCORPORATION OF EXHIBITS. (a) This
Agreement supersedes all prior discussions and agreements among the parties
hereto with respect to the subject matter hereof and contains the sole and
entire agreement among the parties hereto with respect to the subject matter
hereof.

         (b) Any Exhibit attached to this Agreement and referred to herein is
hereby incorporated herein and made a part hereof for all purposes as if fully
set forth herein.

         SECTION 7.4 INDIVIDUAL LIABILITY. The past, present and future
trustees, shareholders, directors, officers, employees or agents of each Holder
(as applicable) shall not be individually bound or liable for the matters set
forth in this Agreement.

         SECTION 7.5 PUBLIC ANNOUNCEMENTS. Except as otherwise required by law
or the rules of any applicable securities exchange or national market system, so
long as this Agreement is in effect, the parties will not, and will not permit
any of their respective representatives to, issue or cause the publication of
any press release or make any other public announcement with respect to the
transactions contemplated by this Agreement without the consent of the other
parties, which consent shall not be unreasonably withheld. The parties will
cooperate with each other in the development and distribution of all press
releases and other public announcements with respect to this Agreement and the
transactions contemplated hereby, and will provide each other with drafts of any
press releases and announcements as far in advance as is practicable and permit
the other parties to comment thereon and be advised when such release will be
issued. The parties are expressly authorized to describe this Agreement and/or
attach copies of this Agreement to the motions or pleadings filed in the
Bankruptcy Court and the Enron Bankruptcy Court.



                                       20
<PAGE>

         SECTION 7.6 NO THIRD PARTY BENEFICIARIES. The terms and provisions of
this Agreement are intended solely for the benefit of each party hereto and
their respective successors or permitted assigns and, in the case of Enron, the
Enron Parties, and it is not the intention of the parties to confer third-party
beneficiary rights upon any other person.

         SECTION 7.7 NO ASSIGNMENT; BINDING EFFECT. Except as expressly provided
in this paragraph or in Section 1.2(c), neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written consent of the other parties hereto and any attempt to do so will
be void. Subject to the previous sentence, this Agreement inures to the benefit
of and is enforceable by the parties hereto and their respective successors and
assigns.

         SECTION 7.8 HEADINGS. The headings used in this Agreement have been
inserted for convenience of reference only and do not define, modify or limit
the provisions hereof.

         SECTION 7.9 INVALID PROVISIONS. If any provision of this Agreement is
held to be illegal, invalid or unenforceable under any present or future law or
order, and if the rights or obligations of any party hereto under this Agreement
will not be materially and adversely affected thereby, (i) such provision will
be fully severable, (ii) this Agreement will be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
hereof, and (iii) the remaining provisions of this Agreement will remain in full
force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom.

         SECTION 7.10 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to a
contract executed and performed in such State, without giving effect to the
conflicts of laws principles thereof. The parties consent to the non-exclusive
jurisdiction of the federal and state courts in Manhattan, New York for the
adjudication of any dispute with respect to this Agreement.

         SECTION 7.11 ENFORCEMENT OF AGREEMENT. The parties hereto agree that
irreparable damage would occur in the event that any provision of this Agreement
was not performed in accordance with its specified terms or was otherwise
breached. It is accordingly agreed that any party not in breach shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of
competent jurisdiction, this being in addition to any other remedy to which they
are entitled at law or in equity.

         SECTION 7.12 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

         SECTION 7.13 EFFECTIVENESS OF AGREEMENT. This Agreement will not become
effective until all parties named on the signature pages of this Agreement have
executed and delivered this Agreement.




                                       21
<PAGE>
                            [SIGNATURE PAGES FOLLOW]




                                       22
<PAGE>
     IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its officer thereunto duly authorized as of the date first above
written.



                                    LEHMAN BROTHERS INC.


                                    By:    /s/ J. Robert Chambers
                                           --------------------------------
                                    Name:  J. Robert Chambers
                                           --------------------------------
                                    Title: Managing Director
                                           --------------------------------
                                    Principal Amount of Notes: $41,535,000
                                                               -----------




<PAGE>
        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER ___, 2002

                                    DREYFUS HIGH YIELD STRATEGIES FUND


                                    By:    /s/ Gerald E. Thunelius
                                           -------------------------------------
                                    Name:  Gerald E. Thunelius
                                           -------------------------------------
                                    Title: Director of Taxable Fixed Income
                                           -------------------------------------
                                    Principal Amount of Notes $6,746,000
                                                             -----------



<PAGE>
        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER ___, 2002

                                    DREYFUS PREMIER FIXED INCOME FUNDS:
                                    DREYFUS PREMIER HIGH YIELD SECURITIES FUND


                                    By:    /s/ Gerald E. Thunelius
                                           -------------------------------------
                                    Name:  Gerald E. Thunelius
                                           -------------------------------------
                                    Title: Director of Taxable Fixed Income
                                           -------------------------------------
                                    Principal Amount of Notes $775,000
                                                             ---------



<PAGE>
        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER ___, 2002

                                    THE DREYFUS/LAUREL FUNDS TRUST:
                                    DREYFUS PREMIER LIMITED TERM HIGH
                                    INCOME FUND


                                    By:    /s/ Gerald E. Thunelius
                                           -------------------------------------
                                    Name:  Gerald E. Thunelius
                                           -------------------------------------
                                    Title: Director of Taxable Fixed Income
                                           -------------------------------------
                                    Principal Amount of Notes $5,925,000
                                                             -----------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER ___, 2002

                                    DREYFUS FIXED INCOME SECURITIES:
                                    HIGH YIELD SHARES


                                    By:    /s/ Gerald E. Thunelius
                                           -------------------------------------
                                    Name:  Gerald E. Thunelius
                                           -------------------------------------
                                    Title: Director of Taxable Fixed Income
                                           -------------------------------------
                                    Principal Amount of Notes $555,000
                                                             ---------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER ___, 2002

                                    DREYFUS VARIABLE INVESTMENT FUND:
                                    LIMITED TERM HIGH INCOME PORTFOLIO


                                    By:    /s/ Gerald E. Thunelius
                                           -------------------------------------
                                    Name:  Gerald E. Thunelius
                                           -------------------------------------
                                    Title: Director of Taxable Fixed Income
                                           -------------------------------------
                                    Principal Amount of Notes $50,000
                                                             --------



<PAGE>


                                    THE NORTHWESTERN MUTUAL LIFE INSURANCE
                                      COMPANY


                                    By:    /s/ Timothy S. Collins
                                           -------------------------------------
                                    Name:  Timothy S. Collins
                                           -------------------------------------
                                    Title: Its Authorized Representative
                                           -------------------------------------
                                    Principal Amount of Notes $15,750,000
                                                             ------------




<PAGE>


                                    HIGH YIELD PORTFOLIO, A SERIES OF
                                    INCOME TRUST


                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------
                                           Income Trust
                                           -------------------------------------
                                    Principal Amount of Notes $21,125,000.00
                                                             ---------------


                                    TOTAL RETURN PORTFOLIO, A SERIES OF
                                    GROWTH AND INCOME TRUST


                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------
                                           Growth and Income Trust
                                           -------------------------------------
                                    Principal Amount of Notes $300,000.00
                                                             ------------


                                    AXP VARIABLE PORTFOLIO - MANAGED
                                    FUND, A SERIES OF AXP VARIABLE
                                    PORTFOLIO MANAGED SERIES, INC.

                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------
                                           AXP Variable Portfolio Managed
                                           -------------------------------------
                                           Series, Inc.
                                           -------------------------------------
                                    Principal Amount of Notes $500,000.00
                                                             ------------


                                    INCOME PORTFOLIO, A SERIES OF IDS LIFE
                                    SERIES FUND, INC.


                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------
                                           IDS Life Series Fund, Inc.
                                           -------------------------------------
                                    Principal Amount of Notes $100,000.00
                                                             ------------



<PAGE>
                                    MANAGED PORTFOLIO, A SERIES OF IDS
                                    LIFE SERIES FUND, INC.


                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------
                                           IDS Life Series Fund, Inc.
                                           -------------------------------------
                                    Principal Amount of Notes $100,000.00
                                                              -----------


                                    AXP VARIABLE PORTFOLIO - EXTRA
                                    INCOME FUND, A SERIES OF AXP VARIABLE
                                    PORTFOLIO INCOME SERIES, INC.


                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Assistant Vice President
                                           -------------------------------------
                                           AXP Variable Portfolio Income
                                           -------------------------------------
                                           Series, Inc.
                                           -------------------------------------
                                    Principal Amount of Notes $5,760,000.00
                                                             --------------


                                    CALHOUN CBO, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory

                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,000,000.00
                                                             --------------



<PAGE>
                                    ISLES CBO, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,000,000.00
                                                             --------------


                                    AMERICAN EXPRESS RETIREMENT PLAN -
                                    HIGH YIELD FIXED INCOME


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $150,000.00
                                                             ------------


                                    CEDAR CBO, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,000,000.00
                                                             --------------



<PAGE>
                                    CENTENNIAL CBO, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,000,000.00
                                                             --------------


                                    CENTURION CDO IV, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,500,000.00
                                                             --------------


                                    CENTURION CDO I, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,000,000.00
                                                             --------------



<PAGE>
                                    CENTURION CDO II, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $660,000.00
                                                             ------------


                                    CENTURION CDO III, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                           -------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $880,000.00
                                                             ------------


                                    CENTURION CDO III, LIMITED - PREFERRED
                                    SHARES ACCOUNT

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Bruce Lamo
                                           -------------------------------------
                                    Name:  Bruce Lamo
                                          --------------------------------------
                                    Title: Senior Vice President - Chief
                                           -------------------------------------
                                           Operating Officer, Alternative
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $500,000.00
                                                             ------------



<PAGE>
                                    CLARION CBO, LIMITED

                                    By: American Express Asset Management
                                        Group, Inc., its authorized signatory


                                    By:    /s/ Lorraine R. Hart
                                           -------------------------------------
                                    Name:  Lorraine R. Hart
                                           -------------------------------------
                                    Title: Vice President - Insurance
                                           -------------------------------------
                                           Investments
                                           -------------------------------------
                                    Principal Amount of Notes $1,500,000.00
                                                             --------------





<PAGE>
                               FARALLON CAPITAL PARTNERS, L.P.,
                               a California limited partnership

                               By: Farallon Partners, L.L.C.,
                                   as General Partner


                               By:    /s/ William F. Mellin
                                      ------------------------------------------
                               Name:  William F. Mellin
                                      ------------------------------------------
                               Title: Managing Member, Farallon Partners, L.L.C.
                                      ------------------------------------------
                               Principal Amount of Notes: $5,010,000.00
                                                         --------------




<PAGE>



                              FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
                              a California limited partnership

                              By: Farallon Partners, L.L.C., as General Partner


                              By:    /s/ William F. Mellin
                                     -------------------------------------------
                              Name:  William F. Mellin
                                     -------------------------------------------
                              Title: Managing Member, Farallon Partners, L.L.C.
                                     -------------------------------------------
                              Principal Amount of Notes: $6,140,000.00
                                                        --------------





<PAGE>
                              FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
                              a California limited partnership

                              By: Farallon Partners, L.L.C., as General Partner


                              By:    /s/ William F. Mellin
                                     -------------------------------------------
                              Name:  William F. Mellin
                                     -------------------------------------------
                              Title: Managing Member, Farallon Partners, L.L.C.
                                     -------------------------------------------
                              Principal Amount of Notes: $780,000.00
                                                         -----------





<PAGE>



                              FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
                              a Delaware limited partnership

                              By: Farallon Partners, L.L.C., as General Partner


                              By:    /s/ William F. Mellin
                                     -------------------------------------------
                              Name:  William F. Mellin
                                     -------------------------------------------
                              Title: Managing Member, Farallon Partners, L.L.C.
                                     -------------------------------------------
                              Principal Amount of Notes: $740,000.00
                                                         -----------



<PAGE>


                              TINICUM PARTNERS, L.P.,
                              a New York limited partnership

                              By: Farallon Partners, L.L.C., as General Partner


                              By:    /s/ William F. Mellin
                                     -------------------------------------------
                              Name:  William F. Mellin
                                     -------------------------------------------
                              Title: Managing Member, Farallon Partners, L.L.C.
                                     -------------------------------------------
                              Principal Amount of Notes: $250,000.00
                                                        ------------





<PAGE>



                                    FARALLON CAPITAL OFFSHORE INVESTORS, INC.,
                                    a British Virgin Island company

                                    By: Farallon Capital Management, L.L.C.,
                                        its agent and attorney-in-fact


                                    By:    /s/ William F. Mellin
                                           -------------------------------------
                                    Name:  William F. Mellin
                                           -------------------------------------
                                    Title: Managing Member, Farallon Capital
                                           -------------------------------------
                                           Management, L.L.C.
                                           -------------------------------------
                                    Principal Amount of Notes: $11,035,000.00
                                                              ---------------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    PRUDENTIAL HIGH YIELD FUND, INC.

                                    By: Prudential Investment Management, Inc.
                                        as an investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $3,605,000.00
                                                                -------------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    THE HIGH YIELD INCOME FUND, INC.

                                    By: Prudential Investment Management, Inc.
                                        as an investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $85,000.00
                                                                ----------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                  STRATEGIC PARTNERS ASSET ALLOCATION FUNDS,
                                     STRATEGIC PARTNERS MODERATE GROWTH FUND
                                     STRATEGIC PARTNERS CONSERVATIVE GROWTH FUND

                                  By: Prudential Investment Management, Inc.,
                                      as investment advisor

                                  By:    /s/ Richard Burns
                                         -------------------------------------
                                  Name:  Richard Burns
                                         -------------------------------------
                                  Title: Vice President
                                         -------------------------------------
                                  Principal Amount of Notes:
                                     Strategic Partners Moderate Growth Fund:
                                     $60,000.00
                                     Strategic Partners Conservative Growth
                                     Fund: $40,000.00


<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    THE PRUDENTIAL SERIES FUND, INC.,
                                    HIGH YIELD BOND PORTFOLIO

                                    By: Prudential Investment Management, Inc.,
                                        as investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $1,580,000.00
                                                                -------------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    PRUMERICA WORLDWIDE INVESTORS PORTFOLIO:
                                    U.S. HIGH YIELD FUND

                                    By: Prudential Investment Management, Inc.
                                        as investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $240,000.00
                                                                -----------


<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    THE PII HIGH YIELD FUND

                                    By: Prudential Investment Management, Inc.,
                                        as investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $190,000.00
                                                                -----------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    PRUDENTIAL PROPERTY AND
                                    CASUALTY INSURANCE COMPANY

                                    By: Prudential Investment Management, Inc.,
                                        as investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $270,000.00
                                                                -----------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    PRUCO LIFE INSURANCE COMPANY

                                    By: Prudential Investment Management, Inc.,
                                        as investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $580,000.00
                                                                -----------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

                                    By: Prudential Investment Management, Inc.,
                                        as investment advisor

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $75,000.00
                                                                ----------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    DRYDEN HIGH YIELD CDO 2001-I

                                    By: Prudential Investment Management, Inc.,
                                        as collateral manager

                                    By:    /s/ Richard Burns
                                           -------------------------------------
                                    Name:  Richard Burns
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $3,000,000.00
                                                                -------------



<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                    By: Prudential Investment Management, Inc.,
                                        as investment advisor

                                    By:    /s/ Paul Appleby
                                           -------------------------------------
                                    Name:  Paul Appleby
                                           -------------------------------------
                                    Title: Vice President
                                           -------------------------------------
                                    Principal Amount of Notes:  $12,295,000.00
                                                                --------------

<PAGE>


                                    ENRON CORP.


                                    By:   /s/ Raymond M. Bowen, Jr.
                                          --------------------------------------
                                    Name: Raymond M. Bowen, Jr.
                                          --------------------------------------
                                    Title: Executive Vice President
                                           -------------------------------------

                                    ENRON NORTH AMERICA CORP.


                                    By:    /s/ L. Don Miller
                                           -------------------------------------
                                    Name:  L. Don Miller
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------

                                    ENRON ENERGY SERVICES, INC


                                    By:    /s/ Robert  J. Semple
                                           -------------------------------------
                                    Name:  Robert J. Semple
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------


                                    ENRON PIPELINE SERVICES COMPANY


                                    By:    /s/ James Saunders
                                           -------------------------------------
                                    Name:  James Saunders
                                           -------------------------------------
                                    Title: VP
                                           -------------------------------------


                                    EGP FUELS COMPANY


                                    By:    /s/ James Saunders
                                           -------------------------------------
                                    Name:  James Saunders
                                           -------------------------------------
                                    Title: VP
                                           -------------------------------------


                                    ENRON GAS LIQUIDS, INC.


                                    By:    /s/ Ed Smida
                                           -------------------------------------
                                    Name:  Ed Smida
                                           -------------------------------------
                                    Title: President
                                           -------------------------------------




<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                   STANDARD CHARTERED BANK plc



                                   By:    /s/ Neil McCauley
                                          -------------------------------------
                                   Name:  Neil McCauley
                                          -------------------------------------
                                   Title: Regional Head of the Americas GSM
                                          --------------------------------------


                                   STANDARD CHARTERED TRADE SERVICES CORPORATION



                                   By:    /s/ Allan J. Lee
                                          -------------------------------------
                                   Name:  Allan J. Lee
                                          -------------------------------------
                                   Title: Chief Executive Officer
                                          -------------------------------------




<PAGE>


                                    LEHMAN COMMERCIAL PAPER INC.


                                    By:    /s/ J. Robert Chambers
                                           -------------------------------------
                                    Name:  J. Robert Chamers
                                           -------------------------------------
                                    Title: Authorized Signatory
                                           -------------------------------------




<PAGE>


        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    EOTT ENERGY PARTNERS, L.P.

                                    By: EOTT Energy Corp., its general partner

                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

                                    EOTT ENERGY FINANCE CORP.

                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

                                    EOTT ENERGY GENERAL PARTNER, L.L.C.

                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

                                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP

                                    By: EOTT General Partner, L.L.C.,
                                        its general partner

                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

                                    EOTT ENERGY CANADA LIMITED PARTNERSHIP

                                    By: EOTT General Partner, L.L.C.,
                                        its general partner

                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

<PAGE>
        SIGNATURE PAGE TO RESTRUCTURING AGREEMENT DATED OCTOBER 7, 2002

                                    EOTT ENERGY PIPELINE LIMITED PARTNERSHIP

                                    By: EOTT General Partner, L.L.C.,
                                        its general partner


                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

                                    EOTT ENERGY LIQUIDS, L.P.,

                                    By: EOTT General Partner, L.L.C.,
                                        its general partner


                                    By:    /s/ Dana R. Gibbs
                                           -------------------------------------
                                    Name:  Dana R. Gibbs
                                    Title: President and Chief Executive Officer

<PAGE>




                                    EXHIBIT A

                             PLAN OF REORGANIZATION



<PAGE>



                         UNITED STATES BANKRUPTCY COURT
                           SOUTHERN DISTRICT OF TEXAS
                             CORPUS CHRISTI DIVISION

In re:                                    )
                                          )
EOTT ENERGY PARTNERS, L.P.                )    CASE NO. _________
                                          )
EOTT ENERGY FINANCE CORP.                 )    CASE NO. _________
                                          )
EOTT ENERGY GENERAL PARTNER, LLC          )    CASE NO. _________
                                          )
EOTT ENERGY OPERATING                     )
LIMITED PARTNERSHIP                       )    CASE NO. _________
                                          )
EOTT ENERGY PIPELINE                      )
LIMITED PARTNERSHIP                       )    CASE NO. _________
                                          )
EOTT ENERGY CANADA                        )
LIMITED PARTNERSHIP                       )    CASE NO. _________
                                          )
EOTT ENERGY LIQUIDS, L.P.                 )    CASE NO. _________
                                          )
              Debtors                     )    (Jointly Administered under Case
                                          )    No._________)


------------------------------------------------------------------------------
                      JOINT CHAPTER 11 PLAN OF THE DEBTORS
------------------------------------------------------------------------------








                                                     HAYNES AND BOONE, LLP
                                                     1000 Louisiana, Suite 4300
                                                     Houston, Texas  77002
                                                     Telephone: (713) 547-2000
                                                     Facsimile: (713) 547-2688

DATED:   October 8, 2002                             ATTORNEYS FOR THE DEBTORS


<PAGE>




                                TABLE OF CONTENTS

<Table>
<S>               <C>                                                                                             <C>
INTRODUCTION      1
ARTICLE 1         Definitions and Construction of Terms...........................................................1
         1.1      Scope of Definitions............................................................................1
         1.2      Definitions.....................................................................................1
         1.3      Rules of Interpretation and Construction........................................................1
ARTICLE 2         Classification of Claims and Equity Interests; Impairment.......................................2
         2.1      Classification..................................................................................2
         2.2      Identification of Classes - EOTT................................................................2
         2.3      Identification of Classes -EOTT Finance.........................................................2
         2.4      Identification of Classes - EOTT LLC............................................................3
         2.5      Identification of Classes - EOTT OLP............................................................3
         2.6      Identification of Classes -EOTT Pipeline........................................................3
         2.7      Identification of Classes -EOTT Canada..........................................................4
         2.8      Identification of Classes -EOTT Liquids.........................................................4
         2.9      Unimpaired Classes..............................................................................4
         2.11     Impaired Classes................................................................................4
ARTICLE 3         Treatment of Administrative Claims, Professional Fee Claims, and Allowed Priority
                  Unsecured Tax Claims............................................................................5
         3.1      Administrative Claims Bar Date..................................................................5
         3.2      Professional Fee Claims Bar Date................................................................5
         3.3      Administrative Tax Claim Bar Date...............................................................5
         3.4      Payment of Administrative Claims and Professional Fee Claims....................................6
         3.5      Payment of Ordinary Course Liabilities..........................................................6
         3.6      Payment of Allowed Priority Unsecured Tax Claims................................................6
         3.7      U. S. Trustee Fees..............................................................................6
ARTICLE 4         Provisions for Treatment of Allowed Claims and Equity Interests.................................7
         4.1      Treatment of Allowed Priority Unsecured Non-Tax Claims (Classes 1A, 1B, 1C, 1D, 1E, 1F
                           and 1G)................................................................................7
         4.2      Treatment of Allowed Secured Tax Claims (Classes 2A, 2B, 2C, 2D, 2E, 2F, 2G and 2H).............7
                       4.2.1    Determination of Allowed Secured Tax Claim........................................7
                       4.2.2    Treatment of Allowed Secured Tax Claims...........................................7
                           4.2.2.1  Execution of Plan Note........................................................7
                           4.2.2.2  Transfer of Collateral........................................................8
                           4.2.2.3  Other Agreements..............................................................8
                       4.2.3    Retention of Lien.................................................................8
                       4.2.4    Deficiency Claim..................................................................8
         4.5      Treatment of Allowed Secured Claims of Enron Pipeline (Classes 3.3A, 3.3C, 3.3D, 3.3E,
                           3.3F and 3.3G).........................................................................8
         4.6      Treatment of Allowed Secured Claims of Trade Partners (Classes 3.4A, 3.4C, 3.4D, 3.4E,
                           3.4F and 3.4G).........................................................................9
         4.7      Treatment of Allowed Secured Claims of M&M Lienholders (Classes 3.5A, 3.5C, 3.5D, 3.5,
                           3.5F and 3.5G).........................................................................9
                       4.7.1    Determination of Allowed M&M Lienholder Secured Claim.............................9
</Table>

<PAGE>

<Table>
<S>               <C>                                                                                             <C>
                       4.7.2    Execution of Plan Note...........................................................10
                       4.7.3    Retention of Lien................................................................10
         4.8      Treatment of Allowed Secured Claims (Classes 3.6A, 3B, 3.6C, 3.6D, 3.6E, 3.6F and 3.6G)........10
                       4.8.1    Determination of Allowed Other Secured Claims....................................10
                       4.8.2    Treatment of Allowed Other Secured Claims........................................11
                           4.8.2.1 Execution of Plan Note........................................................11
                           4.8.2.2 Transfer of Collateral........................................................11
                           4.8.2.3 Other Agreements..............................................................11
                       4.8.3    Retention of Lien................................................................12
                       4.8.4    Deficiency Claim.................................................................12
         4.9      Treatment of Allowed Senior Note Claims (Classes 4A, 4B, 4C, 4D, 4E, 4F and 4G)................12
         4.10     Treatment of Allowed General Unsecured Claims (Classes 5.1A, 5.1B, 5.1C, 5.1D, 5.1E,
                           5.1F and 5.1G)........................................................................12
         4.11     Treatment of Allowed Convenience Claims (Class 5.2A, 5.2B, 5.2C, 5.2D, 5.2E, 5.2F and
                           5.2G).................................................................................12
         4.12     Treatment of Allowed Common Units in EOTT (Class 6.1A).........................................13
         4.14     Treatment of Allowed GP Interests (Class 6.2A), Allowed Subordinated Units (Class
                           6.3A), Allowed Additional Partnership Interests (Class 6.4A), and Allowed
                           Equity Interests in EOTT LLC (Class 6C)...............................................13
         4.15     Treatment of Equity Interests (Classes 6B, 6D, 6E, 6F and 6G)..................................13
ARTICLE 5         Executory Contracts............................................................................14
         5.1      Assumption and Rejection.......................................................................14
         5.2      Approval of Assumption or Rejection............................................................14
         5.3      Rejection Claims...............................................................................14
ARTICLE 6         Means for Implementation of the Plan...........................................................15
         6.1      Substantive Consolidation......................................................................15
         6.2      The Closing....................................................................................15
                       6.2.1    Execution of Documents and Corporate Action......................................16
                       6.2.2    Discharge of Senior Note Indenture and Cancellation of Senior Notes..............16
                       6.2.3    Execution of New Indenture and Issuance of New Notes.............................17
                       6.2.4    Amendment of EOTT LLC Agreement..................................................17
                       6.2.5    Board of Managers and Officers of EOTT LLC.......................................17
                       6.2.6    Formation of Holding LLC.........................................................18
                       6.2.7    Authorization and Issuance of New LLC Units and LLC Warrants.....................18
                       6.2.8    Authorization and Issuance of the New GP Interest and New LP Interest............18
                       6.2.9    Amendment of EOTT Partnership Agreement..........................................18
                       6.2.10   Execution and Issuance of Any Plan Notes and the Master Creditor Note............18
                       6.2.11   Amendment of the Debtors' Articles of Incorporation and By-Laws..................19
</Table>


<PAGE>
<Table>
<S>                                                                                                              <C>
                       6.2.12   Consummation of the Exit Credit Facility.........................................19
                       6.2.13   Consummation of the Enron Settlement Agreement...................................19
                       6.2.14   Surrender of Instruments.........................................................20
                       6.2.15   Establishment of Reserves and Other Accounts.....................................20
                           6.2.15.1 Establishment of Administrative Claims Reserve...............................20
                           6.2.15.2 Establishment of Priority Claims Reserve.....................................20
         6.3      Termination of the Committee...................................................................20
         6.4      Bankruptcy Code Section 1145 Determination.....................................................21
         6.5      Implementation of Management Incentive Compensation Plan.......................................21
ARTICLE 7  Rights and Obligations of the Disbursing Agent........................................................21
         7.1      Selection and Retention........................................................................21
         7.2      Duties of the Disbursing Agent.................................................................22
ARTICLE 8         General Provisions Governing Distributions.....................................................22
         8.1      In General.....................................................................................22
         8.2      Distributions on Allowed Claims and Allowed Equity Interests Only..............................22
         8.3      Place and Manner of Payments of Distributions..................................................22
         8.4      Undeliverable Distributions....................................................................23
         8.5      Treatment of Unclaimed or Undeliverable Distributions..........................................23
         8.6      Withholding....................................................................................24
         8.7      Interest.......................................................................................25
         8.8      Distributions to Holders of Senior Notes.......................................................25
                       8.8.1    Distributions....................................................................25
                       8.8.2    Record Date for Senior Notes.....................................................25
         8.9      Distributions to Class 6.1A Allowed Common Units...............................................26
ARTICLE 9         Vesting of Property............................................................................26
         9.1      Revesting of Property..........................................................................26
ARTICLE 10        Discharge, Release and Extinguishment of Liens, Claims, Interests and Encumbrances.............26
         10.1     Discharge of Debtors...........................................................................26
         10.2     Exculpation....................................................................................27
ARTICLE 11        Injunction Against Enforcement of Preconfirmation Claims and Equity Interests..................28
         11.1     Injunction Enjoining Holders of Claims Against Equity Interest in Debtors......................28
         11.2     Derivative Securities Litigation Claims........................................................28
ARTICLE 12        Events of Default..............................................................................29
         12.1     Events of Default..............................................................................29
         12.2     Remedies for Defaults..........................................................................29
ARTICLE 13        Provisions for the Resolution of Objections to Proofs of Claim.................................29
         13.1     Right to Object to Claims......................................................................29
         13.2     Deadline for Objecting to Claims...............................................................30
         13.3     Deadline for Responding to Claim Objections....................................................30
         13.4     Estimation of Claims...........................................................................30
ARTICLE 14        General Provisions Relating to Reserves........................................................30
         14.1     Administrative Claims Reserves.................................................................30
         14.2     Priority Claims Reserve........................................................................31
</Table>

<PAGE>
<Table>
<S>               <C>                                                                                             <C>
ARTICLE 15        Provisions for the Retention, Enforcement, Compromise, or Adjustment of Claims Belonging to
                  the Estate.....................................................................................31
         15.1     Right to Enforce, Compromise, or Adjust Estate Claims..........................................31
ARTICLE 16        Retention of Jurisdiction......................................................................31
         16.1     Retention of Jurisdiction......................................................................31
ARTICLE 17        General Provisions.............................................................................33
         17.1     Confirmation Order.............................................................................33
         17.2     Notices........................................................................................33
         17.3     Dates..........................................................................................33
         17.4     Further Action.................................................................................34
         17.5     Exhibits.......................................................................................34
         17.6     Exemption from Transfer Taxes..................................................................34
         17.7     Binding Effect.................................................................................34
         17.8     Governing Law..................................................................................34
         17.9     Headings.......................................................................................34
         17.10    Rounding of Amounts............................................................................35
         17.11    Withdrawal or Revocation of the Plan...........................................................35
         17.12    Reservation of Rights..........................................................................35
         17.13    Defects, Omissions, and Amendments.............................................................35
         17.14    Good Faith.....................................................................................36
ARTICLE 18        Substantial Consummation.......................................................................36
         18.1     Substantial Consummation.......................................................................36
         18.2     Final Decree...................................................................................36
ARTICLE 19        Contingencies to Effectiveness of Plan.........................................................37
         19.1     Contingencies..................................................................................37
</Table>



<PAGE>


                                EXHIBITS TO PLAN

<Table>
<S>                                                                         <C>
Glossary of Defined Terms...................................................Exhibit A
Enron Settlement Agreement and Related Documents............................Exhibit B
Term Sheet for New Indenture and New Notes..................................Exhibit C
Term Sheet for LLC Warrants.................................................Exhibit D
Term Sheet for Exit Credit Facility.........................................Exhibit E
Term Sheet for Amended EOTT LLC Agreement...................................Exhibit F
Order Approving the Enron Settlement Agreement..............................Exhibit G
</Table>


<PAGE>

                                  Introduction

     EOTT Energy Partners, L.P.; EOTT Energy Finance Corp.; EOTT Energy General
     Partner, LLC; EOTT Energy Operating Limited Partnership; EOTT Energy
     Pipeline Limited Partnership; EOTT Energy Canada Limited Partnership; and
     EOTT Energy Liquids, L.P., the debtors in these jointly administered
     chapter 11 cases, propose this Plan under Bankruptcy Code section 1121.

                                   ARTICLE 1
                      DEFINITIONS AND CONSTRUCTION OF TERMS

         1.1 SCOPE OF DEFINITIONS. All capitalized terms not defined elsewhere
in the Plan have the meanings prescribed in section 1.2 of the Plan. Any
capitalized term used in the Plan that is not defined in the Plan has the
meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules,
whichever is applicable.

         1.2 DEFINITIONS. Defined terms are set forth in the Glossary of Defined
Terms, which is attached as Exhibit A to the Plan.

         1.3 RULES OF INTERPRETATION AND CONSTRUCTION. For purposes of the Plan,
(i) any reference in the Plan to an existing document or exhibit filed or to be
filed means that document or exhibit as it may have been or may be amended,
modified, or supplemented; (ii) unless otherwise specified, all references in
the Plan to sections, articles, and exhibits are references to sections,
articles, or exhibits to the Plan; (iii) the words "herein," "hereof," "hereto,"
"hereunder," and other words of similar import refer to the Plan in its entirety
and not to any particular portion the Plan; (iv) captions and headings contained
in the Plan are inserted for convenience and reference only, and are not
intended to be part of or to affect the interpretation of the Plan; (v) wherever
appropriate from the context, each term stated in either the singular or the
plural shall include the singular and the plural, and pronouns stated in the
masculine, feminine, or neuter gender shall include the masculine, feminine, and
neuter gender; and (vi) the rules of construction outlined in Bankruptcy Code
section 102 and in the Bankruptcy Rules shall apply to the Plan.


                                       1
<PAGE>

                                   ARTICLE 2
           CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS; IMPAIRMENT

         2.1 CLASSIFICATION. Pursuant to Bankruptcy Code section 1122, a Claim
or Equity Interest is placed in a particular Class for purposes of voting on the
Plan and receiving Distributions under the Plan only to the extent (i) the Claim
or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class
and (ii) the Claim or Equity Interest has not been paid, released, or otherwise
compromised before the Effective Date. In accordance with Bankruptcy Code
section 1123(a)(1), Administrative Claims, Professional Fee Claims, and Priority
Unsecured Tax Claims are not classified under the Plan.

         2.2 IDENTIFICATION OF CLASSES - EOTT. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT:


Class 1A        Allowed Priority Unsecured Non-Tax Claims
Class 2A        Allowed Secured Tax Claims
Class 3.1A      Allowed Enron Secured Claim
Class 3.2A      Allowed Trade Partner Secured Claims
Class 3.3A      Allowed M&M Lienholder Secured Claims
Class 3.4A      Allowed Other Secured Claims
Class 4A        Allowed Senior Note Claims
Class 5.1A      Allowed Convenience Claims
Class 5.2A      Allowed General Unsecured Claims
Class 6.1A      Allowed Common Units
Class 6.2A      Allowed GP Interests
Class 6.3A      Allowed Subordinated Units
Class 6.4A      Allowed Additional Partnership Interests

         2.3 IDENTIFICATION OF CLASSES -EOTT FINANCE. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT
Finance:


Class 1B        Allowed Priority Unsecured Non-Tax Claims
Class 2B        Allowed Secured Tax Claims
Class 3B        Allowed Other Secured Claims
Class 4B        Allowed Senior Note Claims
Class 5.1B      Allowed Convenience Claims
Class 5.2B      Allowed General Unsecured Claims
Class 6B        Allowed Equity Interests



                                       2
<PAGE>

         2.4 IDENTIFICATION OF CLASSES -EOTT LLC. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT LLC:


Class 1C        Allowed Priority Unsecured Non-Tax Claims
Class 2C        Allowed Secured Tax Claims
Class 3.1C      Allowed Enron Secured Claim
Class 3.2C      Allowed Trade Partner Secured Claims
Class 3.3C      Allowed M&M Lienholder Secured Claims
Class 3.4C      Allowed Other Secured Claims
Class 4C        Allowed Senior Note Claims
Class 5.1C      Allowed Convenience Claims
Class 5.2C      Allowed General Unsecured Claims
Class 6C        Allowed Equity Interests

         2.5 IDENTIFICATION OF CLASSES -EOTT OLP. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT OLP:


Class 1D        Allowed Priority Unsecured Non-Tax Claims
Class 2D        Allowed Secured Tax Claims
Class 3.1D      Allowed Enron Secured Claim
Class 3.2D      Allowed Trade Partner Secured Claims
Class 3.3D      Allowed M&M Lienholder Secured Claims
Class 3.4D      Allowed Other Secured Claims
Class 4D        Allowed Senior Note Claims
Class 5.1D      Allowed Convenience Claims
Class 5.2D      Allowed General Unsecured Claims
Class 6D        Allowed Equity Interests

         2.6 IDENTIFICATION OF CLASSES -EOTT PIPELINE. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT
Pipeline:


Class 1E        Allowed Priority Unsecured Non-Tax Claims
Class 2E        Allowed Secured Tax Claims
Class 3.1E      Allowed Enron Secured Claim
Class 3.2E      Allowed Trade Partner Secured Claims
Class 3.3E      Allowed M&M Lienholder Secured Claims
Class 3.4E      Allowed Other Secured Claims
Class 4E        Allowed Senior Note Claims
Class 5.1E      Allowed Convenience Claims
Class 5.2E      Allowed General Unsecured Claims
Class 6E        Allowed Equity Interests





                                       3
<PAGE>
         2.7 IDENTIFICATION OF CLASSES -EOTT CANADA. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT
Canada:


Class 1F        Allowed Priority Unsecured Non-Tax Claims
Class 2F        Allowed Secured Tax Claims
Class 3.1F      Allowed Enron Secured Claim
Class 3.2F      Allowed Trade Partner Secured Claims
Class 3.3F      Allowed M&M Lienholder Secured Claims
Class 3.4F      Allowed Other Secured Claims
Class 4F        Allowed Senior Note Claims
Class 5.1F      Allowed Convenience Claims
Class 5.2F      Allowed General Unsecured Claims
Class 6F        Allowed Equity Interests

         2.8 IDENTIFICATION OF CLASSES - EOTT LIQUIDS. The following are the
designations for the Classes of Claims against and Equity Interests in EOTT
Liquids:

Class 1G        Allowed Priority Unsecured Non-Tax Claims
Class 2G        Allowed Secured Tax Claims
Class 3.1G      Allowed Enron Secured Claim
Class 3.2G      Allowed Trade Partner Secured Claims
Class 3.3G      Allowed M&M Lienholder Secured Claims
Class 3.4G      Allowed Other Secured Claims
Class 4G        Allowed Senior Note Claims
Class 5.1G       Allowed Convenience Claims
Class 5.2G      Allowed General Unsecured Claims
Class 6G        Allowed Equity Interests

         2.9 UNIMPAIRED CLASSES. Claims in Classes 1A, 1B, 1C, 1D, 1E, 1F and 1G
are not Impaired under the Plan. Under Bankruptcy Code section 1126(f), holders
of Claims in those Classes are conclusively presumed to have accepted the Plan,
and therefore are not entitled to vote to accept or reject the Plan.

         2.10 IMPAIRED CLASSES. Except for the Claims in Classes 1A, 1B, 1C, 1D,
1E, 1F and 1G, all Claims and Equity Interests are Impaired under the Plan.
Holders of Claims and Equity Interests in the Impaired Classes are entitled to
vote to accept or reject the Plan.



                                       4
<PAGE>

                                   ARTICLE 3
              TREATMENT OF ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE
                CLAIMS, AND ALLOWED PRIORITY UNSECURED TAX CLAIMS

         3.1 ADMINISTRATIVE CLAIMS BAR DATE. All applications or other requests
for payment of Administrative Claims (except Professional Fee Claims and any
Administrative Claims arising under the Enron Settlement Agreement) arising on
or before the Confirmation Date must be filed with the Bankruptcy Court and
served on the Debtors, the U. S. Trustee, and any Committee within thirty (30)
days after the Effective Date, or by such earlier deadline governing a
particular Administrative Claim contained in an order of the Bankruptcy Court
entered before the Confirmation Date. Any Administrative Claim (except
Professional Fee Claims and any Administrative Claims arising under the Enron
Settlement Agreement) for which an application or request for payment is not
filed by the deadline specified in this section shall be discharged and forever
barred.

         3.2 PROFESSIONAL FEE CLAIMS BAR DATE. All applications or other
requests for payment of Professional Fee Claims arising on or before the
conclusion of the Closing must be filed with the Bankruptcy Court and served on
the Debtors, the U. S. Trustee, and any Committee within sixty (60) days after
the Effective Date. Any such Professional Fee Claims for which an application or
other request for payment is not filed by the deadline specified in this section
shall be discharged and forever barred.

         3.3 ADMINISTRATIVE TAX CLAIM BAR DATE. Notwithstanding section 3.1 of
the Plan, any application or other request for payment of an Administrative Tax
Claim must be filed with the Bankruptcy Court and served on the Debtors, the
U.S. Trustee, and any Committee within forty-five (45) days after the Effective
Date. Any Administrative Tax Claim for which an application or other request for
payment is not filed by the deadline specified in this section shall be
discharged and forever barred.




                                       5
<PAGE>

         3.4 PAYMENT OF ADMINISTRATIVE CLAIMS AND PROFESSIONAL FEE CLAIMS.
Allowed Administrative Claims (except Professional Fee Claims) arising through
the Confirmation Date shall be paid from the Administrative Claims Reserve
within ten (10) days after the Allowance Date. Any Administrative Claims arising
under the Enron Settlement Agreement shall constitute ongoing obligations of the
Debtors as reorganized and will be paid as such Administrative Claims become due
and payable pursuant to any document or agreement governing the payment of such
amounts. Allowed Professional Fee Claims arising through the conclusion of the
Closing shall be paid within ten (10) days after the Allowance Date (i) first
from the balance of any retainers held by Professionals until fully exhausted,
(ii) second from the balance of any reserve accounts established under any order
of the Bankruptcy Court governing the payment of Professional Fee Claims until
fully exhausted, and (iii) third from the Administrative Claims Reserve.

         3.5 PAYMENT OF ORDINARY COURSE LIABILITIES. Ordinary Course Liabilities
shall be paid by the Debtors pursuant to the existing payment terms and
conditions (whether arising under an agreement, applicable law, or otherwise)
governing any particular Ordinary Course Liability.

         3.6 PAYMENT OF ALLOWED PRIORITY UNSECURED TAX CLAIMS. Allowed Priority
Unsecured Tax Claims shall be paid in full from the Priority Claims Reserve on
the later of (i) the Effective Date or (ii) ten (10) days after the Allowance
Date.

         3.7 U. S. TRUSTEE FEES. After the Effective Date and until the
Bankruptcy Case is closed, all fees incurred under 28 U.S.C. Section 1930(a)(6)
shall be paid from the Administrative Claims Reserve.


                                       6
<PAGE>

                                   ARTICLE 4
        PROVISIONS FOR TREATMENT OF ALLOWED CLAIMS AND EQUITY INTERESTS


         4.1 TREATMENT OF ALLOWED PRIORITY UNSECURED NON-TAX CLAIMS (CLASSES 1A,
1B, 1C, 1D, 1E, 1F AND 1G). Allowed Priority Unsecured Non-Tax Claims shall be
paid from the Priority Claims Reserve on the later of (i) the Effective Date or
(ii) ten (10) days after the Allowance Date.

         4.2 TREATMENT OF ALLOWED SECURED TAX CLAIMS (CLASSES 2A, 2B, 2C, 2D,
2E, 2F AND 2G).

                  4.2.1 DETERMINATION OF ALLOWED SECURED TAX CLAIM. If there is
         more than one Allowed Secured Tax Claim in a particular Class, then
         each Allowed Secured Tax Claim in that Class shall be classified in a
         separate subclass. The applicable Debtor may (i) seek a determination
         under the Bankruptcy Code and the Bankruptcy Rules regarding the
         allowability of any Secured Tax Claim and (ii) initiate litigation to
         determine the amount, extent, validity, and priority of any Liens
         securing any Secured Tax Claim.

                  4.2.2 TREATMENT OF ALLOWED SECURED TAX CLAIMS. Allowed Secured
         Tax Claims shall be satisfied in full at the election of the applicable
         Debtor, which shall be made on or before the Effective Date, as
         follows:

                           4.2.2.1 EXECUTION OF PLAN NOTE. The applicable Debtor
                  may elect to satisfy an Allowed Secured Tax Claim by the
                  execution and issuance at the Closing of a Plan Note to the
                  holder of such Allowed Secured Tax Claim. The Plan Note shall
                  contain the following general terms and conditions:

                  (i)      Principal: The amount of the Allowed Secured Tax
                           Claim;

                  (ii)     Interest: Six percent (6%) per annum;

                  (iii)    Maturity: Six (6) years from the date the Allowed
                           Secured Tax Claim was originally assessed;


                                       7
<PAGE>
                  (iv)     Payment Terms: Consecutive equal quarterly
                           installments of principal and interest in the amount
                           necessary to amortize the principal over the term of
                           the note, together with interest. Payments shall
                           commence on the ninetieth (90th) day after the
                           Effective Date and shall continue quarterly
                           thereafter until the Maturity Date. The Plan Note may
                           be prepaid in whole or in part at any time without
                           penalty.

                           4.2.2.2 TRANSFER OF COLLATERAL. The applicable Debtor
                  may elect to satisfy an Allowed Secured Tax Claim by conveying
                  and transferring any Estate Property serving as collateral for
                  the Allowed Secured Tax Claim to the holder thereof to the
                  extent of the amount of such Allowed Secured Tax Claim. Any
                  collateral remaining after satisfaction of such Allowed
                  Secured Tax Claim shall remain Estate Property, free and clear
                  of any Liens.

                           4.2.2.3 OTHER AGREEMENTS. The applicable Debtor may
                  elect to satisfy an Allowed Secured Tax Claim pursuant to any
                  agreement reached with the holder of the Allowed Secured Tax
                  Claim.

                  4.2.3 RETENTION OF LIEN. Each holder of an Allowed Secured Tax
         Claim shall retain any Liens securing the Allowed Secured Tax Claim
         until such Claim is satisfied in accordance with the Plan, or until an
         earlier date agreed to by the holder of the Allowed Secured Tax Claim
         and the applicable Debtor.

                  4.2.4 DEFICIENCY CLAIM. If the holder of an Allowed Secured
         Tax Claim has a deficiency claim, such Claim shall be treated (as
         determined by the Bankruptcy Court) under the Plan as either (i) a
         Class 5 General Unsecured Claim or (ii) a Priority Unsecured Tax Claim.

         4.3 TREATMENT OF ALLOWED ENRON SECURED CLAIMS (CLASSES 3.1A, 3.1C,
3.1D, 3.1E, 3.1F AND 3.1G). All Claims of the Enron Parties, including any
Secured Claims, shall be fully




                                       8
<PAGE>

satisfied pursuant to the terms and conditions of the Enron Settlement Agreement
as approved by the Bankruptcy Court. On and after the Effective Date, the Enron
Settlement Agreement (including the release and indemnity described therein) and
the documents and instruments to be executed in connection therewith shall
represent the binding obligations of the applicable Debtors as reorganized and
shall be enforceable with their respective terms and conditions. A copy of the
Enron Settlement Agreement and related documents are attached to this Plan as
Exhibit B, and are incorporated herein by reference.

         4.4 TREATMENT OF ALLOWED TRADE PARTNERS SECURED CLAIMS (CLASSES 3.2A,
3.2C, 3.2D, 3.2E, 3.2F AND 3.2G) Allowed Secured Claims of Trade Partners shall
be paid in full by the applicable Debtor pursuant to the existing payment terms
and conditions governing any particular Allowed Trade Partner Secured Claim.
Each holder of an Allowed Trade Partner Secured Claim shall retain any Liens
securing the Allowed Trade Partners Secured Claim until such Claim is satisfied
in accordance with the Plan, or until an earlier date agreed to by the holder of
the Allowed Trade Partner Secured Claim and the applicable Debtor.

         4.5 TREATMENT OF ALLOWED M&M LIENHOLDER SECURED CLAIMS (CLASSES 3.3A,
3.3C, 3.3D, 3.3E, 3.3F AND 3.3G)

                  4.5.1 DETERMINATION OF ALLOWED M&M LIENHOLDER SECURED CLAIM.
         If there is more than one Allowed M&M Lienholder Secured Claim in a
         particular class, then such Claim in that class will be classified in a
         separate subclass. The applicable Debtor may (i) seek a determination
         under the Bankruptcy Code and Bankruptcy Rules regarding the
         allowability of any M&M Lienholders Secured Claim and (ii) initiate
         litigation to determine the amount, extent, validity, and priority of
         any Lien securing any M&M Lienholder Secured Claim.



                                       9
<PAGE>
                  4.5.2 EXECUTION OF PLAN NOTE. Allowed M&M Lienholder Secured
         Claims shall be satisfied by the applicable Debtor executing and
         issuing a Plan Note on the Closing Date to the holder of any Allowed
         M&M Lienholder Secured Claim. The Plan Note shall contain the following
         general terms:

                  (i)      Principal: The amount of the Allowed M&M Lienholder
                           Secured Claim.

                  (ii)     Interest: Six percent (6%) per annum.

                  (iii)    Maturity: Six (6) years from the date the note is
                           executed.

                  (iv)     Payment Terms: Consecutive equal quarterly
                           installments of principal and interest in the amount
                           necessary to amortize the principal over the term of
                           the note, together with interest. Payments shall
                           commence on the ninetieth (90th) day after the
                           Effective Date and shall continue quarterly
                           thereafter until the maturity date. The Plan Note may
                           be prepaid in whole or in part at any time without
                           penalty.

                  4.5.3 RETENTION OF LIEN. Each holder of an Allowed M&M
         Lienholder Secured Claim shall retain any Liens securing such Allowed
         Secured Claim until such Claim is satisfied in accordance with the
         Plan, or until an earlier date agreed to by the holder of the Allowed
         M&M Lienholder Secured Claim and the applicable Debtor.

         4.6 TREATMENT OF ALLOWED OTHER SECURED CLAIMS (CLASSES 3.4A, 3B, 3.4C,
3.4D, 3.4E, 3.4F AND 3.4G).

                  4.6.1 DETERMINATION OF ALLOWED OTHER SECURED CLAIMS. If there
         is more than one Allowed Other Secured Claim in a particular Class,
         then each Allowed Other Secured Claim in that Class shall be classified
         in a separate subclass. The applicable Debtor may (i) seek a
         determination under the Bankruptcy Code and the Bankruptcy Rules
         regarding the allowability of any Other Secured Claim and (ii) initiate
         litigation to determine the amount, extent, validity, and priority of
         any Liens securing any Other Secured Claim.



                                       10
<PAGE>
                  4.6.2 TREATMENT OF ALLOWED OTHER SECURED CLAIMS. Allowed Other
         Secured Claims shall be satisfied in full at the election of the
         applicable Debtor as follows:

                           4.6.2.1 EXECUTION OF PLAN NOTE. The applicable Debtor
                  may elect to satisfy an Allowed Other Secured Claim by the
                  execution and issuance at the Closing of a Plan Note to the
                  holder of such Allowed Other Secured Claim. The Plan Note
                  shall contain the following general terms and conditions:

                           (i)      Principal: the amount of the Allowed Other
                                    Secured Claim;

                           (ii)     Interest: Six percent (6%) per annum;

                           (iii)    Maturity: Six (6) years from the date the
                                    note is executed;

                           (iv)     Payment Terms: Consecutive equal quarterly
                                    installments of principal and interest in
                                    the amount necessary to amortize the
                                    principal over the term of the note,
                                    together with interest. Payments shall
                                    commence on the ninetieth (90th) day after
                                    the Effective Date and shall continue
                                    quarterly thereafter until the maturity
                                    date. The Plan Note may be prepaid in whole
                                    or in part at any time without penalty.

                           4.6.2.2 TRANSFER OF COLLATERAL. The applicable Debtor
                  may elect to satisfy an Allowed Other Secured Claim by
                  conveying and transferring any Estate Property serving as
                  collateral for the Allowed Other Secured Claim to the holder
                  thereof to the extent or the amount of such Allowed Other
                  Secured Claim. Any collateral remaining after satisfaction of
                  such Allowed Other Secured Claim shall remain Estate Property,
                  free and clear of any Liens.

                           4.6.2.3 OTHER AGREEMENTS. The applicable Debtor may
                  elect to satisfy an Allowed Other Secured Claim pursuant to
                  any agreement reached with the holder of the Allowed Other
                  Secured Claim.



                                       11
<PAGE>
                  4.6.3 RETENTION OF LIEN. Each holder of an Allowed Other
         Secured Claim shall retain any Liens securing the Allowed Other Secured
         Claim until such Claim is satisfied in accordance with the Plan, or
         until an earlier date agreed to by the holder of the Allowed Other
         Secured Claim and the applicable Debtor.

                  4.6.4 DEFICIENCY CLAIM. If the holder of an Allowed Other
         Secured Claim has a deficiency claim, such Claim shall be treated under
         the Plan as a Class 5 General Unsecured Claim.

         4.7 TREATMENT OF ALLOWED SENIOR NOTE CLAIMS (CLASSES 4A, 4B, 4C, 4D,
4E, 4F AND 4G). Each holder of an Allowed Senior Note Claim will receive:

                  (i)      a Pro Rata Share of the New Notes;

                  (ii)     a Pro Rata Share of the Class 4 LLC Distribution;

                  (iii)    the Class 6 LLC Distribution; and

                  (iv)     the LLC Warrant Distribution.

Notwithstanding the foregoing treatment, each holder of an Allowed Senior Note
Claim irrevocably divests its right to receive the Class 6 LLC Distribution and
the LLC Warrant Distribution in favor of the holders of Class 6.1A Allowed
Common Units by directing the Debtors to distribute the Class 6 LLC Distribution
and the LLC Warrant Distribution to the holders of Class 6.1A Allowed Common
Units in accordance with the terms of the Plan.

         4.8 TREATMENT OF ALLOWED GENERAL UNSECURED CLAIMS (CLASSES 5.1A, 5.1B,
5.1C, 5.1D, 5.1E, 5.1F AND 5.1G). Each holder of an Allowed General Unsecured
Claim (excluding such Claims constituting an Intercompany Claim but including
any GP Intercompany Claim) shall receive a Pro Rata Share of the Class 5
Distribution.

         4.9 TREATMENT OF ALLOWED CONVENIENCE CLAIMS (CLASS 5.2A, 5.2B, 5.2C,
5.2D, 5.2E, 5.2F AND 5.2G). Each holder of an Allowed Convenience Claim shall be
paid, on the Effective Date or as soon thereafter as practicable, Cash in an
amount equal to the lesser of (i) ten thousand dollars ($10,000.00) or (ii) the
Allowed amount of each Convenience Claim; provided,




                                       12
<PAGE>

however, that if the total amount of Convenience Claims exceeds the Convenience
Claim Amount, each holder of a Convenience Claim shall receive a Pro Rata Share
of the Convenience Claim Amount. The total amount of Allowed Convenience Claims
to be paid by the Debtors shall not exceed the Convenience Claim Amount.
Creditors with a Claim or Claims in a total amount greater than $10,000.00 who
elect to have their Claim(s) treated as a Convenience Claim waive the remainder
of their Claim(s), and shall not be entitled to any other Distribution under the
Plan.

         4.10 TREATMENT OF ALLOWED COMMON UNITS IN EOTT (CLASS 6.1A). Class 6.1A
Common Units in EOTT shall be canceled and extinguished effective on the
Effective Date; however, notwithstanding such cancellation and consistent with
section 4.7 of the Plan, each holder (on the Effective Date) of a Class 6.1A
Allowed Common Unit shall receive from the Debtors:

                  (i)      the Class 6 LLC Distribution; and

                  (ii)     the LLC Warrant Distribution.

         4.11 TREATMENT OF ALLOWED GP INTERESTS (CLASS 6.2A), ALLOWED
SUBORDINATED UNITS (CLASS 6.3A), ALLOWED ADDITIONAL PARTNERSHIP INTERESTS (CLASS
6.4A), AND ALLOWED EQUITY INTERESTS IN EOTT LLC (CLASS 6C). Class 6.2A GP
Interests, Class 6.3A Subordinated Units, Class 6.4A Additional Partnership
Interests, and Class 6C Equity Interests shall be canceled and extinguished
effective on the Effective Date, and holders of such Equity Interests shall not
receive or retain anything on account of such Equity Interests.

         4.12 TREATMENT OF EQUITY INTERESTS (CLASSES 6B, 6D, 6E, 6F AND 6G).
Each holder of an Allowed Equity Interest in Classes 6B, 6D, 6E, 6F and 6G shall
retain its Equity Interest(s) under the Plan, but shall not be entitled to
receive any Distribution under the Plan.




                                       13
<PAGE>
                                   ARTICLE 5
                               EXECUTORY CONTRACTS

         5.1 ASSUMPTION AND REJECTION. All Executory Contracts except those
identified on the Rejection Schedule shall be assumed by the applicable
Debtor(s). To the extent required under Bankruptcy Code section 365(b)(1), any
Cure not otherwise barred pursuant to any order of the Bankruptcy Court entered
before the Effective Date shall be paid by the Debtors on the Effective Date.
Except as otherwise provided for in section 5.2 of the Plan, all Executory
Contracts identified on the Rejection Schedule shall be rejected as of the
Confirmation Date, unless such Executory Contracts have been previously rejected
pursuant to an order of the Bankruptcy Court.

         5.2 APPROVAL OF ASSUMPTION OR REJECTION. Entry of the Confirmation
Order shall constitute the approval, under Bankruptcy Code section 365(a), of
(i) the assumption of the Executory Contracts identified in accordance with
sections 5.1 and 5.2 of the Plan and (ii) the rejection of all other Executory
Contracts.

         5.3 REJECTION CLAIMS. Unless the Bankruptcy Court, the Bankruptcy Code,
or the Bankruptcy Rules establish an earlier deadline concerning the rejection
of a particular Executory Contract, any Claim arising out of the rejection of an
Executory Contract under Article 5 of the Plan, must be filed with the
Bankruptcy Court and served on the Debtors, the U.S. Trustee, and any Committee
by the Rejection Claim Bar Date. Any such Claims not filed by the Rejection
Claim Bar Date shall be discharged and forever barred. Any Claims arising out of
the rejection of an Executory Contract pursuant to a Final Order other than the
Confirmation Order must be filed by (i) the date, if any, specified in the Final
Order approving such rejection or (ii) if no such date, the Rejection Claim Bar
Date; otherwise, such Claims are discharged and forever barred. All Allowed
Claims arising from the rejection of an Executory Contract shall be treated as a
Class 5 Allowed General Unsecured Claim under the Plan.



                                       14
<PAGE>

                                   ARTICLE 6
                      MEANS FOR IMPLEMENTATION OF THE PLAN

         6.1 SUBSTANTIVE CONSOLIDATION. On the Effective Date, the Debtors and
their respective Estates shall be substantively consolidated. As a result of
such substantive consolidation, (i) all Intercompany Claims (except any GP
Intercompany Claim) by and among the Debtors will be eliminated, (ii) any
obligation of any of the Debtors and all guarantees thereof executed by any of
the Debtors will be deemed to be an obligation of each of the Debtors, (iii) any
Claim filed or asserted against any of the Debtors will be deemed a Claim
against each of the Debtors, (iv) for purposes of determining the availability
of any right of setoff under Bankruptcy Code section 553, the Debtors will be
treated as one entity so that (subject to the other provisions of Bankruptcy
Code section 553) debts due to any of the Debtors may be offset against the
debts owed by any of the Debtors. On the Effective Date, and in accordance with
the terms of the Plan, all Claims based on guarantees of collection, payment, or
performance made by any Debtor concerning the obligations of another Debtor
shall be discharged, released, and without further force or effect. The
substantive consolidation of the Debtors shall not constitute or effectuate a
merger of the corporate or other legal identities of the Debtors, and the
Debtors' respective corporate and other legal identities shall remain intact,
except as otherwise specified in the Plan.

         6.2 THE CLOSING. A Closing of the transactions required and
contemplated under the Plan shall take place on the Effective Date at the
offices of Haynes and Boone, LLP, 1000 Louisiana, Suite 4300, Houston, Texas
77002, or at such other place identified in a notice provided to those parties
listed in section 17.2 of the Plan. The Debtors may reschedule the Closing by
making an announcement at the originally scheduled Closing of the new date for
the Closing. A notice of the rescheduled Closing shall be filed with the
Bankruptcy Court and





                                       15
<PAGE>

served on the parties identified in section 17.2 of the Plan within two (2) days
after the originally scheduled Closing. The following actions shall occur at or
before the Closing (unless otherwise specified), and shall be effective on the
Effective Date:


                  6.2.1 EXECUTION OF DOCUMENTS AND CORPORATE ACTION. The Debtors
         shall deliver all documents and perform all actions reasonably
         contemplated with respect to implementation of the Plan. Dana R. Gibbs
         is designated as the authorized representative of each Debtor (i) to
         execute on behalf of each Debtor, in a representative capacity and not
         individually, any documents or instruments after the Confirmation Date
         or at the Closing that may be necessary to consummate the Plan and (ii)
         to undertake any other action on behalf of each Debtor to consummate
         the Plan. Dana R. Gibbs may take any action authorized under this
         section without action by or notice to the Debtors' board of directors
         (or managers) or shareholders (or members).

                  6.2.2 DISCHARGE OF SENIOR NOTE INDENTURE AND CANCELLATION OF
         SENIOR NOTES. On the Effective Date, the Senior Note Indenture shall be
         terminated and canceled and rendered of no further force and effect;
         provided, however, that the cancellation of the Senior Note Indenture
         shall not (i) impair the rights of the Noteholders under the Plan nor
         (ii) impair the rights of the Indenture Trustee under the Plan,
         including the lien and priority rights of the Senior Note Indenture
         Trustee under the Senior Note Indenture. The Senior Note Indenture
         shall continue in effect to the extent necessary (a) for the Indenture
         Trustee to receive and make Distributions under the Plan of the New
         Notes and New LLC Units and (b) to maintain the validity of the
         charging lien granted to the Indenture Trustee under the Senior Note
         Indenture. Any actions taken by the Indenture Trustee that are not
         authorized by (or are otherwise inconsistent with) the Plan shall be
         null and void. On the full performance by the




                                       16
<PAGE>

Indenture Trustee of all actions or duties under the Plan (including making the
required Distributions), the Indenture Trustee shall be relieved of any further
obligations arising under the Senior Note Indenture. On the Effective Date, the
Senior Notes shall be canceled and shall be null and void, and the Senior Notes
shall evidence no rights, except the right to receive Distributions under the
Plan. All canceled Senior Notes held by the Indenture Trustee shall be disposed
of in accordance with the customary procedures under the Senior Note Indenture,
unless the Debtors request the Indenture Trustee to return the canceled Senior
Notes to the applicable Debtors.

         6.2.3 EXECUTION OF NEW INDENTURE AND ISSUANCE OF NEW NOTES. On the
Effective Date, EOTT LLC will take all necessary action to (i) execute the New
Indenture and (ii) issue, distribute, and transfer the New Notes to the
Indenture Trustee for subsequent distribution to the holders of Allowed Senior
Note Claims in accordance with the terms of the Plan.

         6.2.4 AMENDMENT OF EOTT LLC AGREEMENT. On the Effective Date, the EOTT
LLC Agreement shall be amended to conform with the Amended EOTT LLC Agreement.

         6.2.5 BOARD OF MANAGERS AND OFFICERS OF EOTT LLC. At the Closing, all
necessary action, including any amendments to the EOTT LLC Agreement, shall be
taken so that the board of managers of EOTT LLC shall consist of seven (7)
individuals, who will be selected before the Confirmation Hearing. Consenting
Holders shall select six (6) members of the initial board of managers. The
remaining member of the initial board of managers shall be the chief executive
officer of EOTT LLC. The officers of EOTT LLC shall be selected pursuant to and
in the manner provided for in the Amended EOTT LLC Agreement.





                                       17
<PAGE>
                  6.2.6 FORMATION OF HOLDING LLC. At or before the Closing, all
         necessary action shall be taken to form Holding LLC as a wholly-owned
         subsidiary of EOTT LLC in accordance with the Plan.

                  6.2.7 AUTHORIZATION AND ISSUANCE OF NEW LLC UNITS AND LLC
         WARRANTS. On the Effective Date, EOTT LLC shall authorize and issue the
         New LLC Units to the holders of Allowed Senior Note Claims and holders
         of Allowed Common Units in accordance with the terms of the Plan. EOTT
         LLC shall also authorize and issue the LLC Warrants to the holders of
         Allowed Common Units in accordance with the terms of the Plan.

                  6.2.8 AUTHORIZATION AND ISSUANCE OF NEW GP INTEREST AND NEW LP
         INTEREST. At the Closing, all necessary action shall be taken by EOTT
         to authorize and issue the New GP Interest to EOTT LLC and the New LP
         Interest to Holding LLC.

                  6.2.9 AMENDMENT OF EOTT PARTNERSHIP AGREEMENT. At the Closing,
         all necessary action shall be taken to amend the EOTT Partnership
         Agreement to consummate the Plan and to conform to the form of the
         partnership agreements of EOTT Liquids, EOTT Pipeline and EOTT Canada.

                  6.2.10 EXECUTION AND ISSUANCE OF ANY PLAN NOTES AND THE MASTER
         CREDITOR NOTE. At the Closing, the Debtors will execute any and all
         Plan Notes contemplated and required under the Plan. Any and all Plan
         Notes shall be issued and delivered to the applicable Creditor(s) in
         accordance with the terms of the Plan. The Debtors shall also execute
         the Master Creditor Note and deliver the Master Creditor Note to the
         Disbursing Agent. The Disbursing Agent shall hold the Master Creditor
         Note for the benefit of the holders of Allowed General Unsecured
         Claims. The Master Creditor Note shall contain the following general
         terms and conditions:



                                       18
<PAGE>
<Table>
<S>                        <C>      <C>
                           (i)      Principal:  The amount equal to the
                                    aggregate amount of the Class 5 Allowed
                                    General Unsecured Claims multiplied by
                                    the Class 4 Distribution Percentage;

                           (ii)     Interest:  Six percent (6%) per annum;

                           (iii)    Maturity:  The fourteenth (14th) payment
                                    date following the date the note is
                                    executed;

                           (iv)     Payment Terms: Consecutive equal
                                    installments of principal and interest in
                                    the amount necessary to amortize the
                                    principal over the term of the note,
                                    together with interest. Payments shall
                                    commence on the first day of the month that
                                    immediately follows the six (6) month
                                    anniversary of the date of execution of the
                                    note, with the remaining payments due on the
                                    first day of every sixth (6th) month
                                    thereafter, until the maturity date. The
                                    Master Creditor Note may be prepaid in whole
                                    or in part at any time without penalty.
</Table>

         6.2.11 AMENDMENT OF THE DEBTORS' ARTICLES OF INCORPORATION AND BY-LAWS.
The Debtors' articles of incorporation and by-laws (or analogous governance
documents) shall be amended and all necessary action shall be taken to:

         (i) prohibit the issuance of non-voting equity securities, and
providing, as to the several classes of securities possessing voting power, an
appropriate distribution of such power among such classes, including, in the
case of any class of equity securities having a preference over another class of
equity securities with respect to dividends, adequate provisions for the
election of directors representing such preferred class in the event of default
in the payment of such dividends; and

         (ii)provide for such provisions, terms, and conditions necessary to
comply, conform with, and implement the terms, conditions, and requirements of
the Plan.


         6.2.12 CONSUMMATION OF THE EXIT CREDIT FACILITY. The applicable Debtors
are authorized and directed take all actions (including the execution of any
documents) necessary to consummate the Exit Credit Facility.

         6.2.13 CONSUMMATION OF THE ENRON SETTLEMENT AGREEMENT. The Debtors and
the Enron Parties are authorized and directed take all actions (including the
payment of any Cash and the execution of the EOTT Note, the EOTT Guaranty, and
any release agreement or other documents) necessary to consummate and effectuate
the Enron Settlement Agreement, which is attached to the Plan as Exhibit B.



                                       19
<PAGE>
                  6.2.14 SURRENDER OF INSTRUMENTS. Each Claimholder holding a
         certificate or instrument evidencing a Claim against the Debtors or the
         Estate Property and whose Claims are treated under the Plan shall
         surrender such certificate or instrument to the Disbursing Agent on the
         Effective Date as a prerequisite to receiving any Distribution under
         the Plan, unless the non-availability of such certificate or instrument
         is established to the satisfaction of the Disbursing Agent.

                  6.2.15 ESTABLISHMENT OF RESERVES AND OTHER ACCOUNTS.

                           6.2.15.1 ESTABLISHMENT OF ADMINISTRATIVE CLAIMS
                  RESERVE. Within sixty (60) days after the Effective Date, the
                  Debtors shall establish the Administrative Claims Reserve,
                  which shall be maintained in a segregated, interest-bearing
                  account. The Administrative Claims Reserve shall be funded
                  with Cash in an amount equal to the claimed and/or scheduled
                  amount of all Administrative Claims.

                           6.2.15.2 ESTABLISHMENT OF PRIORITY CLAIMS RESERVE.
                  Within sixty (60) days after the Effective Date, the Debtors
                  shall establish the Priority Claims Reserve, which shall be
                  maintained in a segregated interest-bearing account. The
                  Priority Claims Reserve shall be funded with Cash in an amount
                  equal to the claimed and/or scheduled amount of all Priority
                  Unsecured Tax Claims and all Priority Unsecured Non-Tax
                  Claims, including, if applicable, interest accrued from the
                  Petition Date to the Effective Date.

         6.3 TERMINATION OF THE COMMITTEE. The appointment and operation of any
Committee shall terminate on the date specified in the Confirmation Order. The
dissolution or termination of the appointment and operation of any Committee
shall not prejudice the rights of any agents




                                       20
<PAGE>

of the Committee (including its Professionals and Committee members) to pursue
their separate claims for compensation and reimbursement of expenses, including
Professional Fee Claims under Bankruptcy Code sections 330, 331 and/or
503(b)(3)(F).

         6.4 BANKRUPTCY CODE SECTION 1145 DETERMINATION. Confirmation of the
Plan shall constitute a determination, in accordance with Bankruptcy Code
section 1145, that (except with respect to an entity that is an underwriter as
defined in Bankruptcy Code section 1145(b)) Section 5 of the 1933 Act and any
state or local law requiring registration for offer or sale of a security or
registration or licensing of an issuer of, underwriter of, broker or dealer in,
a security do not apply to the offer or sale of any securities under the Plan
(including the New Notes, New LLC Units, the LLC Warrants, the New GP Interest,
and the New LP Interest).

         6.5 IMPLEMENTATION OF MANAGEMENT INCENTIVE COMPENSATION PLAN. At the
Closing, EOTT LLC will implement a management incentive plan for employees and
directors of EOTT LLC. Under the management incentive plan, up to 1,200,000 of
the New LLC Units shall be reserved for issuance pursuant to options or
restricted New LLC Unit grants. The management incentive plan will be
administered by the compensation committee of the board of managers of EOTT LLC.

                                   ARTICLE 7
                 RIGHTS AND OBLIGATIONS OF THE DISBURSING AGENT

         7.1 SELECTION AND RETENTION. Before the Confirmation Hearing, the
Debtors shall nominate a candidate to serve as the Disbursing Agent under the
Plan. The Debtors shall also negotiate a compensation arrangement with such
candidate. The Debtors shall file with the Bankruptcy Court at least five (5)
days before the Confirmation Hearing a disclosure identifying the candidate for
Disbursing Agent and outlining the terms of the proposed compensation




                                       21
<PAGE>

arrangement. The Disbursing agent candidate shall be approved at the
Confirmation Hearing, and shall undertake the required duties under the Plan on
the Closing Date.

         7.2 DUTIES OF THE DISBURSING AGENT. Pursuant to the terms and
provisions of the Plan, the Disbursing Agent shall hold the Master Creditor
Note, make Master Creditor Note Distributions, and undertake any other duties
required by the Plan or any retention agreement with the Debtors.

                                   ARTICLE 8
                   GENERAL PROVISIONS GOVERNING DISTRIBUTIONS

         8.1 IN GENERAL. Except for Distributions to be made by the Disbursing
Agent, the Debtors shall make all Distributions required under the Plan.

         8.2 DISTRIBUTIONS ON ALLOWED CLAIMS AND ALLOWED EQUITY INTERESTS ONLY.
Distributions under the Plan shall be made only to the holders of Allowed Claims
and Allowed Equity Interests. Until a Disputed Claim or Disputed Equity Interest
becomes an Allowed Claim or Allowed Equity Interest, the holder of that Disputed
Claim or Disputed Equity Interest shall not receive the consideration otherwise
provided to such Claimholder or Interestholder under the Plan.

         8.3 PLACE AND MANNER OF PAYMENTS OF DISTRIBUTIONS. Except as otherwise
specified in the Plan or the Enron Settlement Agreement, Distributions to
holders of Allowed Claims or Allowed Equity Interests shall be made by mailing
such Distribution to the Claimholder or Interestholder at the address listed in
any proof of claim or interest filed by the Claimholder or Interestholder or at
such other address as such Claimholder or Interestholder shall have specified
for payment purposes in a written notice received by the Debtors or the
Disbursing Agent (as applicable) at least twenty (20) days before a Distribution
Date. If a Claimholder or Interestholder has not filed a proof of claim or
interest or sent the Debtors or Disbursing Agent




                                       22
<PAGE>

(as applicable) a written notice of payment address, then the Distribution for
such Claimholder or Interestholder will be mailed to the address identified in
the Schedules of Assets and Liabilities or the Schedule of Equity
Interestholders. The Debtors or the Disbursing Agent (as applicable) shall
distribute any Cash by wire, check, or such other method as the Debtors or the
Disbursing Agent (as applicable) deems appropriate under the circumstances.
Before receiving any Distributions, all Claimholders or Interestholders, at the
Debtors' or the Disbursing Agent's (as applicable) request, must provide written
notification of their respective Federal Tax Identification Numbers or Social
Security Numbers to the Debtors or the Disbursing Agent (as applicable);
otherwise, the Debtors or the Disbursing Agent (as applicable) may suspend
Distributions to any Claimholders or Interestholders who have not provided their
Federal Tax Identification Number or Social Security Number.

         8.4 UNDELIVERABLE DISTRIBUTIONS. If a Distribution to any Claimholder
or Interestholder is returned as undeliverable, the Debtors of the Disbursing
Agent (as applicable) shall use reasonable efforts to determine such
Claimholder's or Interestholder's then current address. No further Distributions
shall be made to such Claimholder or Interestholder unless and until the Debtors
or the Disbursing Agent (as applicable) is notified of such Claimholder's or
Interestholder's then current address.

         8.5 TREATMENT OF UNCLAIMED OR UNDELIVERABLE DISTRIBUTIONS. If any
Person entitled to a Distribution under the Plan cannot be located on the
Effective Date or any time thereafter, then, subject to the provisions of this
section and Article 13, such Distribution shall be set aside and held in an
interest-bearing account or fund maintained by the Debtors or the Disbursing
Agent (as applicable) on behalf of such Person. If such Person is located within
six (6) months after the Effective Date, such Distribution, together with any
interest actually earned thereon and proceeds




                                       23
<PAGE>

thereof (less the allocable portion of taxes paid by the Debtors on account of
such Person), shall be paid or distributed to such Person. If the Person cannot
be located within six (6) months after the Effective Date, then (i) such Person
shall no longer be a Claimholder or Interestholder and (ii) any Distribution and
interest and proceeds thereon allocable to such Person (net of the allocable
portion of taxes paid by the Debtors) shall revest in the Debtors free and clear
of any Claim to such property by or on behalf of such Person (who shall be
deemed to have released such Claim, and such Claim shall be deemed disallowed)
and shall be otherwise distributed to the remaining Claimholders or
Interestholders in the same Class as the Person who cannot be located, so that
such remaining Claimholders or Interestholders receive a Pro Rata Share of such
unclaimed or undeliverable Distribution (which Pro Rata Share shall be
calculated without reference to, or consideration of, any Claim for which a
Distribution is unclaimed, undeliverable, or disallowed).

         8.6 WITHHOLDING. The Debtors or the Disbursing Agent (as applicable)
may at any time withhold from a Distribution to any Person (except the Internal
Revenue Service) such amounts sufficient to pay any tax or other charge that has
been or may be imposed on such Person with respect to the amount distributable
or to be distributed under the income tax laws of the United States or of any
state or political subdivision or entity by reason of any Distribution provided
for in the Plan, whenever such withholding is determined by the Debtors or the
Disbursing Agent (as applicable) (in their sole discretion) to be required by
any law, regulation, rule, ruling, directive, or other governmental requirement.
The Debtors or the Disbursing Agent (as applicable), in the exercise of its sole
discretion and judgment, may enter into agreements with taxing or other
authorities for the payment of such amounts that may be withheld in accordance
with the provisions of this section. Notwithstanding the foregoing but without



                                       24
<PAGE>
prejudice to the Debtors' rights, such Person shall have the right with respect
to the United States, or any state, or any political subdivision of either, to
contest the imposition of any tax or other charge by reason of any Distribution
under the Plan.


         8.7 INTEREST. Interest received with respect to principal distributed
under the Plan shall be distributed along with the underlying principal.

         8.8 DISTRIBUTIONS TO HOLDERS OF SENIOR NOTES.

                  8.8.1 DISTRIBUTIONS. Notwithstanding any other provision of
         the Plan, all Distributions to be made to any holder of an Allowed
         Senior Note Claim under the Plan shall be made to the Indenture Trustee
         on behalf of the such holders in accordance with the terms of the Plan.
         The Indenture Trustee shall distribute the Distributions to the
         Noteholder. Distributions made to the Noteholder under the Plan shall
         be deemed to be Distributions made for the benefit of the beneficial
         holders. In accordance with the Senior Note Indenture, the Indenture
         Trustee may establish reasonable and customary rules and procedures in
         connection with its duties under this section.

                  8.8.2 RECORD DATE FOR SENIOR NOTES. Consistent with the Senior
         Note Indenture, on the Distribution Record Date, the Note Register (as
         defined in the Senior Note Indenture) maintained by the Indenture
         Trustee shall be closed and there shall be no further changes in the
         Note Register maintained by the Indenture Trustee. The Debtors, the
         Indenture Trustee, and the Noteholders shall have no obligation to
         recognize any transfer of the Senior Notes (or interests therein)
         occurring after the Distribution Record Date. The Debtors and the
         Indenture Trustee shall be entitled to recognize and deal for all
         purposes under the Plan with only the Noteholders whose names appear in
         the Note Register maintained by the Indenture Trustee on the
         Distribution Record Date.



                                       25
<PAGE>
         8.9 DISTRIBUTIONS TO CLASS 6.1A ALLOWED COMMON UNITS. EOTT shall issue
stop transfer instructions to its transfer agent of Common Units from and after
the close of business on the Effective Date. Promptly following the Effective
Date, EOTT shall send to each holder of record of Common Units on the Effective
Date a letter of transmittal, in form and substance reasonably satisfactory to
EOTT, to be used to deliver to EOTT certificates formerly representing the
Common Units. Distributions to holders of Class 6.1A Allowed Common Units
required by the Plan shall be made only to Interestholders who deliver to EOTT a
certificate representing the Common Units together with a duly executed letter
of transmittal. The Debtors shall be entitled to rely on the stock transfer
ledger of the transfer agent reflecting record holders of Class 6.1A Allowed
Common Units on the Effective Date for all purposes, including, without
limitation, making Distributions under the Plan. The Debtors shall have no
obligation to recognize any transfer of a Class 6.1A Allowed Common Unit
occurring after the Effective Date.

                                   ARTICLE 9
                              VESTING OF PROPERTY

         9.1 REVESTING OF PROPERTY. On the Effective Date, except as otherwise
expressly provided in the Plan, title to all Estate Property shall vest in the
Debtors free and clear of all Liens of any kind.

                                   ARTICLE 10
                    DISCHARGE, RELEASE AND EXTINGUISHMENT OF
                   LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES

         10.1 DISCHARGE OF DEBTORS. Except as otherwise provided in the Plan,
the rights granted in the Plan and the treatment of all Claims and Equity
Interests shall be in exchange for, and in complete satisfaction, discharge, and
release of, all Claims of any nature whatsoever against the Debtors and any of
the Estate Property. Except as otherwise provided in the Plan, on the Effective
Date, each of the Debtors shall be discharged and released from any and all
Claims,




                                       26
<PAGE>

including demands and liabilities that arose before the Effective Date, and all
debts of the kind specified in Bankruptcy Code sections 502(g), 502(h), or
502(i), regardless of whether (i) a proof of claim evidencing such debt was
filed or deemed filed under Bankruptcy Code section 501; (ii) a Claim based on
such debt is allowed under Bankruptcy Code section 502; or (iii) the holder of a
Claim based on such debt has accepted the Plan. Except as otherwise provided in
the Plan, the Confirmation Order shall be a judicial determination of discharge
of all liabilities of the Debtors. Pursuant to Bankruptcy Code section 524, the
discharge granted under this section shall void any judgment against any of the
Debtors at any time obtained (to the extent it relates to a discharged Claim),
and operates as an injunction against the prosecution of any action against any
of the Debtors or the Estate Property ( to the extent it relates to a discharged
Claim).

         10.2 EXCULPATION. The officers, directors, managers, or Professionals
of any of the Debtors, EOTT GP, and the members of the Committee or their
Professionals shall have no liability to any Claimholder or Interestholder or
other Person for any act or omission in connection with, relating to, or arising
out of the filing of the Debtors' bankruptcy cases, administration of the
Debtors' bankruptcy cases, including the negotiation, preparation, and pursuit
of confirmation of the Plan, the confirmation of the Plan, the consummation of
the Plan, the administration of the Plan or the Estate Property to be
distributed under the Plan, except for any liability based on willful misconduct
or gross negligence. In all such instances, the above-referenced parties shall
be and have been entitled to reasonably rely on the advice of counsel with
respect to their duties and responsibilities in connection with the Debtors'
bankruptcy cases and under the Plan.



                                       27
<PAGE>

                                   ARTICLE 11
 INJUNCTION AGAINST ENFORCEMENT OF PRECONFIRMATION CLAIMS AND EQUITY INTERESTS

         11.1 INJUNCTION ENJOINING HOLDERS OF CLAIMS AGAINST AND EQUITY
INTERESTS IN DEBTORS. Except as otherwise expressly provided in the Plan, after
the Effective Date, all Persons who have been, are, or may be holders of Claims
against or Equity Interests in the Debtors arising before the Effective Date
shall be enjoined from taking any of the following actions against or affecting
the Debtors, their Estates, and the Estate Property regarding such Claims or
Equity Interests (other than actions brought to enforce any rights or
obligations under the Plan):

                  (i) commencing, conducting, or continuing in any manner,
         directly or indirectly, any suit, action, or other proceeding of any
         kind against the Debtors, their Estates, or the Estate Property
         (including, all suits, actions, and proceedings that are pending on the
         Effective Date, which shall be deemed withdrawn and dismissed with
         prejudice);

                  (ii) enforcing, levying, attaching, collecting, or otherwise
         recovering by any manner or means, directly or indirectly, any
         judgment, award, decree, or order against the Debtors, their Estates,
         or the Estate Property;

                  (iii) creating, perfecting, or otherwise enforcing in any
         manner, directly or indirectly, any Lien against the Debtors, their
         Estates, or the Estate Property;

                  (iv) asserting any right of subrogation or recoupment of any
         kind, directly or indirectly, against any obligation due the Debtors,
         their Estates, or their Property; and

                  (v) proceeding in any manner and in any place whatsoever that
         does not conform to or comply with the provisions of the Plan.

         11.2 DERIVATIVE SECURITIES LITIGATION CLAIMS. Claims or causes of
action derivative of or from EOTT ("Derivative Securities Litigation Claims")
are property of the Estate of EOTT under Bankruptcy Code section 541. On and
after the Effective Date, all such Derivative Securities Litigation Claims,
regardless of whether pending on the Petition Date, will be retained by, vest
in, and/or become property of the reorganized EOTT. All named plaintiffs
(including certified and uncertified classes of plaintiffs) in the actions
currently pending relating to any Derivative Securities Litigation Claims and
their respective servants, agents, attorneys, and



                                       28
<PAGE>

representatives shall, on and after the Effective Date, be permanently enjoined,
stayed, and restrained from pursuing or prosecuting any Derivative Securities
Litigation Claim.

                                   ARTICLE 12
                               EVENTS OF DEFAULT

         12.1 EVENTS OF DEFAULT. An event of default shall have occurred if the
Debtors, the Disbursing Agent, or any other Person takes any action, fails to
take any action, or fails to refrain from taking an action prevented, required,
or otherwise set forth in the Plan.

         12.2 REMEDIES FOR DEFAULTS. Should an event of default occur by the
Debtors, the Disbursing Agent, or any other Person, at least one other
party-in-interest (including any Debtor) must provide written notice of the
default to the defaulting party and serve copies of the notice to all parties
identified in section 17.2 of the Plan. If the default is not cured within ten
(10) days after service of the notice of default, the notifying party may
present an ex parte order to the Bankruptcy Court setting a date and time when
the defaulting party must appear before the Bankruptcy Court and show cause why
it should not be held in contempt of the Confirmation Order. If the defaulting
party is found to be in default of the Plan, the Bankruptcy Court shall:

                  (a) assess the costs of the Debtors, the Disbursing Agent, or
         other party-in-interest of proceeding on the order to show cause
         against the defaulting party, such costs to be the greater of the
         actual amounts incurred or $5,000; and

                  (b) designate a person to appear, sign, and/or accept on
         behalf of the defaulting party the documents required under the Plan in
         accordance with Federal Rule of Civil Procedure 70, or enter such other
         order compelling compliance with the Plan that may be necessary and
         that does not materially alter the terms of the Plan as confirmed.

                                   ARTICLE 13
                        PROVISIONS FOR THE RESOLUTION OF
                          OBJECTIONS TO PROOFS OF CLAIM

         13.1 RIGHT TO OBJECT TO CLAIMS. The Debtors shall have the right to
examine and object to any Claims or Equity Interests filed in the Bankruptcy
Case, and shall have the right to object to and contest the allowance of any
such Claims or Equity Interests.



                                       29
<PAGE>
         13.2 DEADLINE FOR OBJECTING TO CLAIMS. Objections to Claims and
objections to Equity Interests, must be filed with the Bankruptcy Court, and a
copy of the objection must be served on the subject Claimant(s) or
Interestholder(s), before the expiration of the Claims Objection Deadline
(unless such period is further extended by subsequent orders of the Bankruptcy
Court); otherwise such Claims and Equity Interests shall be deemed allowed in
accordance with Bankruptcy Code section 502.

         13.3 DEADLINE FOR RESPONDING TO CLAIM OBJECTIONS. Within thirty (30)
days after service of an objection, the Claimholder or Interestholder whose
Claim or Equity Interest was objected to must file a written response to the
objection with the Bankruptcy Court and serve a copy on the Debtors and the
parties identified in section 17.2 of the Plan. Failure to file a written
response within the thirty (30) day time period shall constitute a waiver and
release of the subject Claim or Equity Interest, and shall cause the Bankruptcy
Court to enter a default judgment against the non-responding Claimholder or
Interestholder granting the relief requested in the claim objection.


         13.4 ESTIMATION OF CLAIMS. The Debtors may request the Bankruptcy Court
to estimate any Claim for purposes of allowance under Bankruptcy Code section
502(c).

                                   ARTICLE 14
                     GENERAL PROVISIONS RELATING TO RESERVES

         14.1 ADMINISTRATIVE CLAIMS RESERVES. To the extent any Cash held in the
Administrative Claims Reserve established under the Plan relates to
Administrative Claims or Professional Fee Claims that have either been
disallowed by the Bankruptcy Court or are no longer claimed as evidenced by (i)
a written release of such Claim or (ii) the failure to seek allowance of such
Claim within six (6) months from the Effective Date, then such Cash shall



                                       30
<PAGE>

revest in the Debtors. The Administrative Claims Reserve shall be dissolved once
all required payments have been made.

         14.2 PRIORITY CLAIMS RESERVE. To the extent any Cash held in the
Priority Claims Reserve relate to a Priority Unsecured Non-Tax Claim or a
Priority Unsecured Tax Claim that has either been disallowed by the Bankruptcy
Court or is no longer claimed as evidenced by (i) a written release of such
Claim (ii) or the failure to seek allowance of such Claim within six (6) months
from the Effective Date, then such Cash shall revest in the Debtors. The
Priority Claims Reserve shall be dissolved once all required payments have been
made.

                                   ARTICLE 15
 PROVISIONS FOR THE RETENTION, ENFORCEMENT, COMPROMISE, OR ADJUSTMENT OF CLAIMS

Belonging to the Estate

         15.1 RIGHT TO ENFORCE, COMPROMISE, OR ADJUST ESTATE CLAIMS. The Debtors
shall have and retain the full power, authority, and standing to prosecute,
compromise, or otherwise resolve any claims and causes of action (including
Rights of Action and Avoidance Actions) constituting Estate Property. All
proceeds derived from such claims and causes of action (including Rights of
Action and Avoidance Actions) shall revest in the Debtors.

                                   ARTICLE 16
                           RETENTION OF JURISDICTION

         16.1 RETENTION OF JURISDICTION. The Bankruptcy Court, even after the
Bankruptcy Case has been closed, shall have jurisdiction over all matters
arising under, arising in, or relating to the Bankruptcy Case, including
proceedings to:

                  (a)      ensure that the Plan is fully consummated and
                           implemented;

                  (b) enter such orders that may be necessary or appropriate to
         implement, consummate, or enforce the provisions of the Plan and all
         contracts, instruments, releases, indentures, and other agreements or
         documents created in connection with the Plan or the Disclosure
         Statement;



                                       31
<PAGE>
                  (c) consider any modification of the Plan under Bankruptcy
         Code section 1127;

                  (d) hear and determine all Claims, controversies, suits, and
         disputes against the Debtors to the full extent permitted under 28
         U.S.C. Section 157 and Section 1334;

                  (e) allow, disallow, determine, liquidate, classify, estimate,
         or establish the priority or secured or unsecured status of any Claim,
         including the resolution of any and all objections to the allowance or
         priority of Claims;

                  (f) hear, determine, and adjudicate any litigation involving
         the Rights of Action and Avoidance Actions or other claims or causes of
         action constituting Estate Property;

                  (g) decide or resolve any motions, adversary proceedings,
         contested or litigated matters, and any other matters, and grant or
         deny any motions or applications involving the Debtors that are pending
         on or commenced after the Effective Date;

                  (h) resolve any cases, controversies, suits, or disputes that
         may arise in connection with the consummation, interpretation, or
         enforcement of the Plan, or any entity's obligations incurred in
         connection with the Plan, or any other agreements governing,
         instruments evidencing, or documents relating to any of the foregoing,
         including the interpretation or enforcement of any rights, remedies, or
         obligations under any of the foregoing;

                  (i) hear and determine all controversies, suits, and disputes
         that may arise out of or in connection with the enforcement of any
         subordination and similar agreements among various Creditors under
         Bankruptcy Code section 510;

                  (j) hear and determine all requests for compensation and/or
         reimbursement of expenses that may be made for fees and expenses
         incurred before the Closing Date;

                  (k) enforce any Final Order, the Confirmation Order, the final
         decree, and all injunctions contained in those orders;

                  (l) enter an order concluding and terminating the Debtors'
         chapter 11 cases;

                  (m) correct any defect, cure any omission, or reconcile any
         inconsistency in the Plan, or the Confirmation Order, or any other
         document or instruments created or entered into in connection with the
         Plan;

                  (n) determine all questions and disputes regarding title to
         the Estate Property;

                  (o) classify the Claims of any Claimholders and the treatment
         of those Claims under the Plan, re-examine Claims that may have been
         allowed for purposes of voting, and determine objections that may be
         filed to any Claims;

                  (p) take any action described in the Plan involving the
         Debtors;



                                       32
<PAGE>

                  (q) enforce, by injunction or otherwise, the provisions
         contained in the Plan, the Confirmation Order, any final decree, and
         any Final Order that provides for the adjudication of any issue by the
         Bankruptcy Court;

                  (r) enter and implement such orders that are necessary or
         appropriate if the Confirmation Order is for any reason modified,
         stayed, reversed, revoked, or vacated; and

                  (s) enter a final decree as contemplated by Bankruptcy Rule
         3022.

                                   ARTICLE 17
                               GENERAL PROVISIONS

         17.1 CONFIRMATION ORDER. The Confirmation Order shall contain all
injunctions and other orders that may be necessary to implement the Plan. To the
extent necessary, the Confirmation Order shall contain any provisions necessary
to provide for the substantial consummation of the Plan on the Effective Date.


         17.2 NOTICES. Except as otherwise specifically provided for in the
Plan, whenever the Plan requires notice be given, such notice shall be given to
the following parties at their respective addresses, unless a prior notice of
change of address has been served on the parties identified in this section
indicating a new address:

                  EOTT Energy Partners, L.P.
                  2000 West Sam Houston Parkway
                  Suite 400
                  Houston, Texas 77042
                  Facsimile No.: (713) 993-5813
                  Attn: General Counsel

                  Haynes and Boone, LLP
                  902 Main Street
                  Suite 3100
                  Dallas, Texas 75202
                  Facsimile No.:  (214) 651-5000
                  Attn:  Trey A. Monsour


         17.3 DATES. The provisions of Bankruptcy Rule 9006 shall govern the
calculation of any dates or deadlines referenced in the Plan.



                                       33
<PAGE>

         17.4 FURTHER ACTION. Nothing contained in the Plan shall prevent the
Debtors from taking any actions that may be necessary to consummate the Plan,
even though such actions may not specifically be provided for in the Plan.

         17.5 EXHIBITS. All exhibits attached to the Plan are incorporated in
the Plan by reference and are an integral part of the Plan as though fully set
forth herein.

         17.6 EXEMPTION FROM TRANSFER TAXES. Under Bankruptcy Code section
1146(c), the issuance, transfer, or exchange of notes or equity securities under
the Plan, the creation of any mortgage, deed of trust or other security
interest, the making or assignment of any lease or sublease, or the making or
delivery of any deed or other instrument of transfer under, in furtherance of,
or in connection with the Plan, including any deeds, bills of sale, or
assignments executed in connection with any of the transactions contemplated
under the Plan, shall not be subject to any stamp, real estate transfer,
mortgage recording, or other similar tax.

         17.7 BINDING EFFECT. The Plan shall be binding on, and inure to the
benefit of, the Debtors, any Committee, the Claimholders and Interestholders,
and their respective successors, heirs, and assigns, regardless of whether those
parties voted to accept the Plan.

         17.8 GOVERNING LAW. Except to the extent that the Bankruptcy Code or
Bankruptcy Rules are applicable, the rights and obligations arising under the
Plan shall be governed by, and construed and enforced in accordance with, the
laws of the State of Texas, without giving effect to any conflicts of law
principles.

         17.9 HEADINGS. Headings are used in the Plan for convenience and
reference only, and shall not constitute a part of the Plan for any other
purpose.




                                       34
<PAGE>

         17.10 ROUNDING OF AMOUNTS. Notwithstanding anything to the contrary in
the Plan, the Disbursing Agent, the Indenture Trustee, and any Noteholder may
round down all Distribution amounts payable in Cash under the Plan to the next
lowest whole dollar amount.

         17.11 WITHDRAWAL OR REVOCATION OF THE PLAN. The Debtors reserve the
right to revoke or withdraw the Plan before the Confirmation Date. If the
Debtors should revoke or withdraw the Plan, then the Plan shall be null and
void, and nothing contained in the Plan shall constitute a waiver or release of
any Claims, or prejudice in any manner the rights of the Debtors or any other
Person.

         17.12 RESERVATION OF RIGHTS. Neither the filing of the Plan nor any
statement or provision contained in the Plan or in the Disclosure Statement, nor
the taking of any action with respect to the Plan, shall (i) be or be deemed to
be an admission against interest by the Debtors and (ii) until the Effective
Date, be or be deemed to be a waiver of any rights the Debtors may have (a)
against any other person or (b) in any of the property and assets of any other
Person, and, until the Effective Date, all such rights are specifically
reserved. In the event that the Plan is not confirmed or fails to become
effective, neither the Plan nor the Disclosure Statement, nor any statement
contained in the Plan or in the Disclosure Statement, may be used or relied on
in any manner against the Debtors in any suit, action, proceeding, or
controversy within or without the Bankruptcy Case.

         17.13 DEFECTS, OMISSIONS, AND AMENDMENTS. The Debtors may, with the
approval of the Bankruptcy Court and without notice to holders of Claims,
insofar as it does not materially and adversely affect holders of Claims,
correct any defect, omission, or inconsistency in the Plan in such a manner and
to such extent necessary or desirable to expedite the execution of the Plan. The
Debtors may propose amendments or alterations to the Plan before or after
confirmation as



                                       35
<PAGE>
provided in Bankruptcy Code section 1127 if, in the opinion of the Bankruptcy
Court, the modification does not materially and adversely affect the interests
of holders of Claims, so long as the Plan, as modified, complies with Bankruptcy
Code sections 1122 and 1123 and the Debtors have complied with Bankruptcy Code
section 1125. The Debtors may propose amendments or alterations to the Plan
before or after the Confirmation Date but prior to substantial consummation, in
a manner that, in the opinion of the Bankruptcy Court, does not materially and
adversely affect holders of Claims, so long as the Plan, as modified, complies
with Bankruptcy Code sections 1122 and 1123, the Debtors have complied with
Bankruptcy Code section 1125, and after notice and a hearing, the Bankruptcy
Court confirms such Plan, as modified, under Bankruptcy Code section 1129.

         17.14 GOOD FAITH. Confirmation of the Plan shall constitute a finding
that (i) the Plan has been proposed in good faith and in compliance with the
applicable provisions of the Bankruptcy Code and (ii) the solicitation of
acceptances or rejections of the Plan by all Persons and the offer, issuance,
sale, or purchase of any security offered or sold under the Plan has been in
good faith and in compliance with applicable provisions of the Bankruptcy Code.

                                   ARTICLE 18
                            SUBSTANTIAL CONSUMMATION


         18.1 SUBSTANTIAL CONSUMMATION. The Plan shall be deemed substantially
consummated immediately on the completion of all actions required to be
undertaken at the Closing.

         18.2 FINAL DECREE. On substantial consummation, the Debtors may request
the Bankruptcy Court to enter a final decree closing the case and such other
orders that may be necessary and appropriate.



                                       36
<PAGE>
                                   ARTICLE 19
                    CONDITIONS TO EFFECTIVENESS OF THE PLAN

         19.1 CONDITIONS. The Plan shall not be effective until the following
conditions precedent have occurred:

                  (i) the Bankruptcy Court enters a confirmation order
         acceptable in form and substance to the Debtors, Standard Chartered
         Bank, the Enron Parties, and the Noteholders, unless such condition is
         expressly waived;

                  (ii) all conditions to funding of advances under the Exit
         Credit Facility have been met or waived;

                  (iii) full and indefeasible payment of all amounts due under
         the Post-Petition Credit Facility; and

                  (iv) the performance of all actions required to consummate the
         Enron Settlement Agreement (including the payment of any amounts due
         the Enron Parties under the Enron Settlement Agreement, the execution
         of any required documents, and the delivery of any required instruments
         or other documents), unless such condition is expressly waived.





                                       37
<PAGE>
DATED:  October 8, 2002.

                                      EOTT ENERGY PARTNERS, L.P.


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs
                                           ------------------------------------
                                               President and Chief Executive
                                               Officer, of EOTT Energy Corp.,
                                               its general partner


                                      EOTT ENERGY FINANCE CORP.


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs
                                           ------------------------------------
                                               President and Chief Executive
                                               Officer of EOTT Energy Corp.,
                                               on behalf of EOTT Energy
                                               Partners, L.P., its sole
                                               shareholder


                                      EOTT ENERGY GENERAL PARTNER, LLC


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs
                                           ------------------------------------
                                               President and Chief Executive
                                               Officer of EOTT Energy Corp.,
                                               on behalf of EOTT Energy
                                               Partners, L.P., its sole
                                               shareholder


                                      EOTT ENERGY OPERATING
                                      LIMITED PARTNERSHIP


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs,
                                           ------------------------------------
                                               as President and Chief Executive
                                               Officer of EOTT Energy Corp. on
                                               behalf of EOTT Energy General
                                               Partner, LLC, its general partne






                                       38
<PAGE>
                                      EOTT ENERGY PIPELINE LIMITED PARTNERSHIP


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs
                                           ------------------------------------
                                               as President and Chief Executive
                                               Officer of EOTT Energy Corp. on
                                               behalf of EOTT Energy General
                                               Partner, LLC, its general
                                               partner



                                      EOTT ENERGY CANADA LIMITED PARTNERSHIP


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs
                                           ------------------------------------
                                               as President and Chief Executive
                                               Officer of EOTT Energy Corp. on
                                               behalf of EOTT Energy General
                                               Partner, LLC, its general
                                               partner




                                      EOTT ENERGY LIQUIDS, L.P.


                                               /s/ Dana R. Gibbs
                                      -----------------------------------------
                                      By:      Dana R. Gibbs
                                           ------------------------------------
                                               as President and Chief Executive
                                               Officer of EOTT Energy Corp. on
                                               behalf of EOTT Energy General
                                               Partner, LLC, its general
                                               partner






                                       39
<PAGE>
                                    EXHIBIT A

                            GLOSSARY OF DEFINED TERMS

         1933 ACT means the Securities Act of 1933.

         1934 ACT means the Securities Exchange Act of 1934.

         ADDITIONAL PARTNERSHIP INTEREST means an additional partnership
interest in EOTT that entitles the holder thereof to the rights and privileges
defined under the EOTT Partnership Agreement.

         ADMINISTRATIVE CLAIM means a Claim, or the portion thereof, that is
entitled to priority under Bankruptcy Code sections 503(b) and 507(a)(1),
including (i) the actual and necessary costs and expenses incurred after the
Petition Date of preserving the Estates and operating the business of the
Debtors (such as wages, salaries, or payments for goods and services); (ii)
compensation for legal, financial advisory, accounting and other services and
reimbursement of expenses awarded or allowed under Bankruptcy Code sections
330(a) or 331; and (iii) all fees and charges assessed against the Estates under
28 U.S.C. Section 1930.

         ADMINISTRATIVE CLAIMANT means any Person asserting entitlement to
payment of an Administrative Claim.

         ADMINISTRATIVE CLAIMS RESERVE means that certain reserve of Cash to be
established by the Disbursing Agent under the Plan.

         ADMINISTRATIVE TAX CLAIM means an Administrative Claim held by a
Governmental Unit for taxes (and for interest related to such taxes) for any tax
year or period, all or any portion of which accrued or became due from and after
the Petition Date through and including the Effective Date.

         AFFILIATE means with respect to a Person, (i) an entity that directly
or indirectly owns, controls or holds with power to vote, twenty percent or more
of the outstanding voting securities of such Person, other than an entity that
holds such securities (a) in a fiduciary or agency capacity without sole
discretionary power to vote such securities or (b) solely to secure a debt, if
such entity has not in fact exercised such power to vote, or (ii) a corporation
twenty percent or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote, by such Person, or by
an entity that directly or indirectly owns, controls or holds with power to
vote, twenty percent or more of the outstanding voting securities of such
Person, other than an entity that holds such securities (a) in a fiduciary or
agency capacity without sole discretionary power to vote such securities or (b)
solely to secure a debt, if such entity has not in fact exercised such power to
vote.

         ALLOWANCE DATE means (i) as to a Disputed Claim, the date on which such
Disputed Claim becomes an Allowed Claim by Final Order; (ii) as to a Claim
Allowed by Final Order, the date on which the order allowing such Claim becomes
an Allowed Claim by a Final Order; and (iii) as otherwise provided by the Plan.



<PAGE>

         ALLOWED ADDITIONAL PARTNERSHIP INTEREST means an Additional Partnership
Interest that is an Allowed Equity Interest.

         ALLOWED ADMINISTRATIVE CLAIM means an Administrative Claim allowed
under Bankruptcy Code section 503(b) and entitled to priority under Bankruptcy
Code section 507(a)(1).

         ALLOWED CLAIM means any Claim allowable under Bankruptcy Code section
502 (i) for which a proof of claim was filed on or before the Bar Date and as to
which no objection to the allowance thereof has been timely filed, or if an
objection has been timely filed, such claim is allowed by Final Order; or (ii)
for which a proof of claim is not filed and which has been or hereafter is
listed in the Debtors' Schedules of Assets and Liabilities and is not listed as
disputed, contingent or unliquidated as to amount; or (iii) that is deemed
allowed by the terms of the Plan. For purposes of determining the amount of an
Allowed Claim there shall be deducted therefrom an amount equal to the amount of
any claim that Debtors may hold against the Claimant under Bankruptcy Code
section 553.

         ALLOWED COMMON UNITS means a Common Unit that is an Allowed Equity
Interest.

         ALLOWED CONVENIENCE CLAIM means a Convenience Claim that is an Allowed
Claim.

         ALLOWED DISPUTED LITIGATION CLAIMS means a Disputed Litigation Claim
that is an Allowed Claim.

         ALLOWED GENERAL UNSECURED CLAIM means a General Unsecured Claim that is
an Allowed Claim.

         ALLOWED GP UNITS means a GP Unit that is an Allowed Equity Interest.

         ALLOWED ENRON SECURED CLAIM means a Secured Claim of Enron that is an
Allowed Claim.

         ALLOWED EQUITY INTEREST means any Equity Interest allowable under
Bankruptcy Code section 502 (i) for which a proof of interest was filed on or
before the Bar Date and as to which no objection to the allowance thereof has
been timely filed, or if an objection has been timely filed, such Equity
Interest is allowed by Final Order; or (ii) for which a proof of interest is not
filed and that has been or hereafter is listed in the Debtors' Schedules of
Assets and Liabilities or any list of Debtors' Equity Security Holders filed
with the Bankruptcy Court, and is not listed therein as disputed, contingent or
unliquidated as to amount; or (iii) that is deemed allowed by the terms of the
Plan.

         ALLOWED M&M LIENHOLDER SECURED CLAIM means an M&M Lienholder Secured
Claim that is an Allowed Claim.

         ALLOWED OTHER SECURED CLAIM means an Other Secured Claim that is an
Allowed Claim.

         ALLOWED PRIORITY UNSECURED NON-TAX CLAIM means a Priority Unsecured
Non-Tax Claim that is an Allowed Claim.


<PAGE>
         ALLOWED PRIORITY UNSECURED TAX CLAIM means a Priority Unsecured Tax
Claim that is an Allowed Claim.

         ALLOWED PROFESSIONAL FEE CLAIM means a Professional Fee Claim that is
an Allowed Claim.

         ALLOWED SECURED CLAIM means a Secured Claim that is an Allowed Claim.

         ALLOWED SECURED TAX CLAIM means a Secured Tax Claim that is an Allowed
Claim.

         ALLOWED SENIOR NOTE CLAIM means a Senior Note Claim that is an Allowed
Claim.

         ALLOWED SUBORDINATED UNIT mean a Subordinated Unit that is an Allowed
Equity Interest.

         ALLOWED TRADE PARTNER SECURED CLAIM means a Trade Partner Secured Claim
that is an Allowed Claim.

         AMENDED EOTT LLC AGREEMENT means the Amended and Restated Limited
Liability Company Agreement of EOTT LLC, the terms of which are substantially
described in the Term Sheet for Amended EOTT LLC Agreement attached as Exhibit F
to the Plan. The form of the Amended EOTT LLC Agreement will be filed with the
Bankruptcy Court as a Plan Document.

         AVOIDANCE ACTIONS means any causes of action arising under Bankruptcy
Code sections 506, 510, 542, 543, 544, 545, 546, 547, 548, 549, 550, 551 and
553.

         BALLOT means the ballot for voting to accept or reject the Plan.

         BANKRUPTCY CASE means the bankruptcy cases filed by the Debtors under
chapter 11 of the Bankruptcy Code in the Bankruptcy Court, which are jointly
administered under bankruptcy case no. _____________________.

         BANKRUPTCY CODE means title 11 of the United States Code.

         BANKRUPTCY COURT means the United States Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division, or in the event such court
ceases to exercise jurisdiction over the Debtors' chapter 11 cases, such court
that may have jurisdiction over the reorganization of the Debtors under chapter
11 of the Bankruptcy Code.

         BANKRUPTCY RULES means the Federal Rules of Bankruptcy Procedure.

         BAR DATE means ____________, the deadline established by the Bankruptcy
Court for filing proofs of claim or proofs of interest in the Bankruptcy Case.

         BUSINESS means all of the activities in which the Debtors are or have
been engaged before the Effective Date.

         BUSINESS DAY means any day that is not a Saturday, Sunday, or a "legal
holiday" within the meaning of Bankruptcy Rule 9006(a).


<PAGE>
         CASH means lawful currency of the United States of America, including
readily marketable direct obligations of the United States of America,
certificates of deposit issued by federally insured banks, and money market
accounts of federally insured banks.

         CASH COLLATERAL has the meaning prescribed by Bankruptcy Code section
363(a).

         CLAIM has the meaning set forth in Bankruptcy Code section 101(5).

         CLAIMANT OR CLAIMHOLDER means the holder of a Claim.

         CLAIMS OBJECTION DEADLINE means the first Business Day following sixty
(60) days from the Effective Date or any other date established in any Final
Order entered by the Bankruptcy Court modifying such deadline.

         CLASS means a category of holders of Claims or Equity Interests as
classified in the Plan.

         CLASS 4 DISTRIBUTION PERCENTAGE means the ratio of (a) the total
present value as of the Effective Date of all consideration paid to holders of
Class 4 Allowed Senior Note Claims under the Plan to (b) the aggregate amount of
all Class 4 Allowed Senior Note Claims.

         CLASS 4 LLC DISTRIBUTION means the distribution of 11,947,820 New LLC
Units to be issued by EOTT LLC under the Plan.

         CLASS 5 DISTRIBUTION means the distribution of Cash made by the
Disbursing Agent from payments received under the Master Creditor Note.

         CLASS 6 LLC DISTRIBUTION means a distribution, to each holder of Common
Units, of New LLC Units equal to the aggregate of the number of Common Units
held by such holder multiplied by 0.02000 and rounded up or down to the next
whole share in an appropriate manner such that the maximum aggregate number of
New LLC Units issued does not exceed 369,520.

         CLOSING means the closing to be conducted under Article 6 of the Plan.

         COMMITTEE means any Official Committee of Unsecured Creditors appointed
in the Debtors' bankruptcy cases.

         COMMODITY REPURCHASE AGREEMENT means that certain Commodity Repurchase
Agreement dated February 28, 1998 by and between SCTSC and certain of the
Debtors, as amended or modified.

         COMMON UNIT means common units representing limited partner interests
in EOTT that entitle the holder thereof to participate in distributions and
exercise the rights and privileges under the EOTT Partnership Agreement.

         CONFIRMATION DATE means the date that the Confirmation Order is entered
on the docket of the Debtors' chapter 11 cases by the Clerk of the Bankruptcy
Court.


<PAGE>

         CONFIRMATION HEARING means the hearing before the Bankruptcy Court to
consider confirmation of the Plan.

         CONFIRMATION HEARING DATE means the date established by the Bankruptcy
Court for the Confirmation Hearing.

         CONFIRMATION ORDER means the order of the Bankruptcy Court confirming
the Plan in accordance with the provisions of chapter 11 of the Bankruptcy Code.

         CONSENTING HOLDERS means the Noteholders who signed the Restructuring
Agreement dated as of October ___, 2002, by and among EOTT, Enron, Standard
Chartered Bank, Lehman and the signatory Noteholders thereto.

         CONVENIENCE CLAIM means a General Unsecured Claim (otherwise classified
in Class 5.1) in an amount (a) equal to or less than $10.000.00 or (b) greater
than $10,000.00, but which is reduced to $10,000.00 by written election of the
holder thereof made on a validly executed and timely delivered Ballot. All
Allowed General Unsecured Claims (other than Intercompany Claims) held by a
single Creditor will be aggregated and treated as a single Allowed General
Unsecured Claim for purposes of determining the amount of the Convenience Claim.
The post-petition assignment of Allowed General Unsecured Claims shall not
consolidate such Claims owed to separate Creditors on the Petition Date for
purposes of determining the amount of a Convenience Claim.

         CONVENIENCE CLAIM AMOUNT means $1.5 million.

         CREDITOR has the meaning prescribed by Bankruptcy Code section 101(10).

         CURE means the amount of Cash required for the cure necessary to assume
or assume and assign an Executory Contract under Bankruptcy Code section 365(b)
as determined by the Bankruptcy Court or pursuant to any agreement among the
Debtors and the other Party(ies) to the Executory Contract.

         DEBTORS means collectively EOTT Energy Partners, L.P.; EOTT Energy
Finance Corp.; EOTT Energy Operating Limited Partnership; EOTT Energy General
Partners; LLC, EOTT Energy Pipeline Limited Partnership; EOTT Energy Canada
Limited Partnership; and EOTT Energy Liquids, L.P.

         DISBURSING AGENT means the Person selected by the Debtors to serve as
the Disbursing Agent under the Plan, and any successor to such Person.

         DISCLOSURE STATEMENT means the disclosure statement relating to the
Plan and all amendments thereto filed by the Debtors.

         DISCLOSURE STATEMENT APPROVAL DATE means the date that an order
approving any disclosure statement concerning the Plan is entered on the docket
of the Debtors' chapter 11 cases by the Clerk of the United States Bankruptcy
Court.


<PAGE>

         DISPUTED CLAIM means a claim in a particular Class as to which a proof
of Claim has been filed or is deemed to have been filed under applicable law or
an Administrative Claim, as to which an objection has been or is filed in
accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the
Local Rules, which objection has not been withdrawn or determined by a Final
Order. At such time as a Disputed Claim is disallowed by a Final Order, such
Claim shall no longer be considered a Claim for any purpose under the Plan.
Prior to the time that an objection has been or is filed, for the purposes of
the Plan, a Claim is a Disputed Claim to the extent that (i) the amount of a
Claim specified in a proof of claim exceeds the amount of any corresponding
Claim scheduled by the applicable Debtor in the Schedules of Assets and
Liabilities; (ii) any corresponding Claim scheduled by the applicable Debtor in
the Schedules of Assets and Liabilities has been scheduled as disputed,
contingent or unliquidated, irrespective of the amount scheduled; or (iii) no
corresponding Claim has been scheduled by the applicable Debtor in the Schedules
of Assets and Liabilities.

         DISPUTED CLAIMS RESERVE means that certain reserve of Cash to be
established by the Disbursing Agent or Debtors (as applicable) under the Plan.

         DISPUTED EQUITY INTEREST means an Equity Interest as to which a proof
of interest has been filed or is deemed to have been filed under applicable law
as to which an objection has been or is filed in accordance with the Plan, the
Bankruptcy Code, the Bankruptcy Rules, or the Local Rules, which objection has
not been withdrawn or determined by a Final Order. At such time as a Disputed
Equity Interest is disallowed by a Final Order, such Equity Interest shall no
longer be considered an Equity Interest for any purpose under the Plan. Prior to
the time that an objection has been or is filed, for the purposes of the Plan,
an Equity Interest is a Disputed Equity Interest to the extent that (i) the
amount of an Equity Interest specified in a proof of interest exceeds the amount
of any corresponding Equity Interest scheduled by the applicable Debtor in the
Bankruptcy Case; (ii) any corresponding Equity Interest scheduled by the
applicable Debtor in the Bankruptcy Case has been scheduled as disputed,
contingent or unliquidated, irrespective of the amount scheduled; or (iii) no
corresponding Equity Interest has been scheduled by the applicable Debtor in the
Bankruptcy Case.

         DISTRIBUTION means a distribution of Cash or other non-Cash
consideration made by the Debtors or Disbursing Agent (as applicable) pursuant
to the Plan.

         DISTRIBUTION DATE means any date that a Distribution is made under the
Plan.

         DISTRIBUTION RECORD DATE means the Effective Date.

         EFFECTIVE DATE means the first Business Day following the tenth day (as
calculated in accordance with Bankruptcy Rule 9006(a)), after the Confirmation
Date, on which (a) the Confirmation Order is not stayed and (b) all conditions
to the effectiveness of the Plan have been satisfied or waived as provided in
the Plan.

         ENRON means Enron Corp., an Oregon corporation.

         ENRON PARTIES means collectively, Enron Corp., Enron North America
Corp., Enron Energy Services, Inc., Enron Pipeline Services, Company, EGP Fuels
Company and Enron Gas Liquids, Inc.


<PAGE>

         ENRON SETTLEMENT AGREEMENT means that certain Settlement Agreement
dated _________, 2002, by and among the EOTT Parties and the Enron Parties,
which is attached as Exhibit B to the Plan.

         EOTT means EOTT Energy Partners, L.P., a Delaware limited partnership
and a chapter 11 debtor.

         EOTT CANADA means EOTT Energy Canada Limited Partnership, a Delaware
limited partnership and a chapter 11 debtor.

         EOTT FINANCE mean EOTT Energy Finance Corp., a Delaware corporation and
a chapter 11 debtor.

         EOTT GP means EOTT Energy Corp., a Delaware corporation.

         EOTT GUARANTEE means the guarantee of payments under the EOTT Note made
by EOTT LLC and the EOTT Operating Subsidiaries.

         EOTT LIQUIDS means EOTT Energy Liquids, L.P., a Delaware limited
partnership and the chapter 11 debtor.

         EOTT LLC means EOTT Energy General Partner, L.L.C., a Delaware limited
liability company and a chapter 11 debtor.

         EOTT LLC AGREEMENT means the Limited Liability Company Agreement of
EOTT LLC.

         EOTT OLP means EOTT Energy Operating Limited Partnership, a Delaware
limited partnership and a chapter 11 debtor.

         EOTT OPERATING SUBSIDIARIES means collectively EOTT Pipeline, EOTT OLP,
EOTT Canada and EOTT Liquids.

         EOTT NOTE means the promissory note in the original principal amount of
$6,211,673.13 made by EOTT to the order of Enron and guaranteed by EOTT LLC and
the EOTT Operating Subsidiaries.

         EOTT PARTIES means collectively, EOTT, EOTT Canada, EOTT Finance, EOTT
GP, EOTT Liquids, EOTT LLC, EOTT Pipeline, and EOTT OLP.

         EOTT PARTNERSHIP AGREEMENT means the Amended and Restated Agreement of
Limited Partnership of EOTT Energy Partners, L.P., as amended.

         EOTT PIPELINE means EOTT Energy Pipeline Limited Partnership, a
Delaware limited partnership and a chapter 11 debtor.

         EQUITY INTEREST means all rights arising from any membership interest
or other equity security (as defined in Bankruptcy Code section 101(16)) in any
of the Debtors.


<PAGE>
         ESTATE means the bankruptcy estate of each of the Debtors and all
Estate Property comprising the individual bankruptcy estates of each of the
Debtors within the meaning of Bankruptcy Code section 541.

         ESTATE PROPERTY means all right, title, and interest in and to any and
all property of every kind or nature, owned by the Debtors or their Estates on
the Effective Date as defined by Bankruptcy Code section 541.

         EXCLUSIVE PERIOD means the first 120 days after the Petition Date,
during which only the debtor may file a plan of reorganization/liquidation,
including any extension of that period pursuant to an order of the Bankruptcy
Court.

         EXECUTORY CONTRACTS means "executory contracts" and "unexpired leases"
as such terms are used within Bankruptcy Code section 365, including all
operating leases, capital leases, and Contracts to which any Debtor is a party
or beneficiary on the Confirmation Date.

         EXIT CREDIT FACILITY means the credit facility by and among Standard
Chartered Bank, Lehman, and the Debtors as reorganized to be executed at the
Closing, the terms of which are substantially described in the Term Sheet for
Exit Credit Facility attached as Exhibit E to the Plan. The form of the Exit
Credit Facility will be filed with the Bankruptcy Court as a Plan Document.

         FINAL ORDER means an order or judgment (i) as to which the time to
appeal, petition for certiorari, or move for reargument or rehearing has
expired; or (ii) in the event an appeal, writ of certiorari, or motion for
reargument or rehearing has been filed, such judgment or order has not been
reversed, modified, stayed, or amended.

         GAAP means the generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board ("FASB") (or in such
other statements by such other entity as approved by a significant segment of
the accounting profession which are in effect in the United States).

         GENERAL UNSECURED CLAIM means an Unsecured Claim that is not (i) an
Administrative Claim, (ii) an Administrative Tax Claim, (iii) a Professional Fee
Claim, (iv) a Priority Unsecured Tax Claim, (v) a Priority Unsecured Non-Tax
Claim, or (vi) an Old Note Claim, and includes any GP Intercompany Claims and
all other Claims not separately classified under the Plan.

         GOVERNMENTAL UNIT means a governmental unit as such term is defined in
Bankruptcy Code section 101(27).

         GP INTERCOMPANY CLAIMS means any Intercompany Claim of EOTT GP against
EOTT arising under any indemnity provisions of the EOTT Partnership Agreement.

         GP INTEREST means a general partner interest in EOTT that entitles the
holder thereof to participate in distributions and exercise the rights and
privileges of the general partner under the EOTT Partnership Agreement.


<PAGE>
         HOLDING LLC means EOTT LP Holding LLC, a wholly owned subsidiary of
EOTT LLC to be formed pursuant to the Plan to hold the New LP Units issued by
EOTT.

         IMPAIRED OR IMPAIRMENT has the meaning set forth in Bankruptcy Code
section 1124.

         INDENTURE TRUSTEE means ____________________________________ in its
capacity as indenture trustee under the Senior Note Indenture.

         INSIDER has meaning prescribed in Bankruptcy Code section 101(31).

         INTERCOMPANY CLAIM means any claim, cause of action, liability, or
right to payment, whether reduced to judgment, liquidated or unliquidated, fixed
or contingent, matured or unmatured, disputed or undisputed, legal or equitable,
secured or unsecured, or known or unknown, that exists between or among the
Debtors or their affiliates on the Effective Date.

         INTERESTHOLDER means the holder of an Equity Interest.

         IRS means the Internal Revenue Service.

         LEHMAN means Lehman Commercial Paper Inc.

         LIEN means a lien, security interest, or other interest or encumbrance
as defined in Bankruptcy Code section 101(37) asserted against any Estate
Property.

         LLC WARRANTS means warrants entitling the holders thereof to purchase
an aggregate amount of up to 958,016 New LLC Units (representing approximately
seven percent (7%) of the New LLC Units on a fully diluted basis before giving
effect to the management incentive plan described in section 6.5 of the Plan),
the terms of which are substantially described in the Term Sheet for LLC
Warrants attached as Exhibit D to the Plan. The form of the LLC Warrants will be
filed with the Bankruptcy Court as a Plan Document.

         LLC WARRANT DISTRIBUTION means a distribution, to each holder of Class
6.1A Allowed Common Units, of LLC Warrants to purchase a number of New LLC Units
equal to the aggregate of the number of Common Units held multiplied by 0.05185
and rounded up or down to the next whole share in an appropriate manner such
that the maximum aggregate number of New LLC Units purchaseable on exercise of
the LLC Warrants does not exceed 957,981.

         LOCAL RULES means the local bankruptcy rules prescribed by the
Bankruptcy Court.

         M&M LIENHOLDER SECURED CLAIM means a Secured Claim of a mechanic or
materialman that is secured by a Lien arising under applicable state law to the
extent such Lien is properly and timely perfected in accordance with the
applicable state law and the Bankruptcy Code.

         MASTER CREDITOR NOTE means the promissory note to be issued under the
Plan to the Disbursing Agent as agent for the benefit of Claimholders holding
Allowed Class 5 General Unsecured Claims.


<PAGE>

         NEW INDENTURE means that certain indenture between the applicable
Debtors or issuers and the Indenture Trustee concerning the issuance of the New
Notes, the terms of which are substantially described in the Term Sheet for New
Indenture attached as Exhibit C to the Plan. The Form of the New Indenture will
be filed with the Bankruptcy Court as a Plan Document.

         NEW LLC UNITS means the units of member interests in EOTT LLC to be
issued by EOTT LLC pursuant to the Plan, the terms of which are substantially
described in the Term Sheet for Amended EOTT LLC Agreement attached as Exhibit F
to the Plan. The form of the Amended EOTT LLC Agreement will be filed with the
Bankruptcy Court as a Plan Document.

         NEW NOTES means aggregate of $100 million principal amount of ten
percent (10%) Senior Notes due 2009 issued by the applicable Debtors pursuant to
the New Indenture, the terms of which are substantially described in the Term
Sheet for New Indenture attached as Exhibit C to the Plan. The Form of the New
Indenture will be filed with the Bankruptcy Court as a Plan Document.

         NEW LP INTEREST means the entire limited partner interests in EOTT.

         NEW GP INTEREST means the entire general partner interest in EOTT.

         NOTEHOLDERS means collectively the holders of the Senior Notes.

         ORDINARY COURSE LIABILITY means an Administrative Claim (other than a
Professional Fee Claim or an Administrative Tax Claim) based on liabilities
incurred in the ordinary course of the Debtors' businesses.

         OTHER SECURED CLAIMS means Secured Claims classified in Classes 3.6A,
3.6B, 3C, 3.6D, 3.6E, 3.6F and 3.6G.

         PERSON means and includes natural persons, corporations, limited
partnerships, general partnerships, joint ventures, trusts, land trusts,
business trusts, unincorporated organizations, or other legal entities,
regardless of whether they are governments, agencies, or political subdivisions
thereof.

         PETITION DATE means _________, the date of filing of the Bankruptcy
Case.

         PLAN means the Joint Chapter 11 Plan filed by the Debtors, as such
Joint Chapter 11 Plan may be periodically amended or modified.

         PLAN DOCUMENTS means collectively those documents to be executed in
order to consummate the transactions contemplated under the Plan and which will
be filed with the Bankruptcy Court on or before fifteen (15) days prior to the
Confirmation Date.

         PLAN NOTE means any promissory note to be executed by any Debtor
pursuant to the requirements of the Plan.


<PAGE>
         POST-PETITION CREDIT FACILITY means that certain Debtor-in-Possession
Credit Facility among Standard Chartered Bank and EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline as borrowers and EOTT and EOTT GP as guarantors,
dated as of the Petition Date.

         PRE-PETITION CREDIT FACILITY means the Second Amended and Restated
Reimbursement Loan and Security Agreement, dated April 23, 2002 between the
Debtors and Standard Chartered Bank, as amended or modified.

         PRIORITY CLAIMS RESERVE means the Reserve of Cash to be established by
the Disbursing Agent under the Plan.

         PRIORITY UNSECURED NON-TAX CLAIM means an Unsecured Claim, or that
portion thereof, that is entitled to priority in payment under Bankruptcy Code
sections 507(a)(2-7) and 507(a)(9) and classified in Classes 1A, 1B, 1C, 1D, 1E,
1F and 1G under the Plan.

         PRIORITY UNSECURED TAX CLAIM means an Unsecured Claim, or that portion
thereof, that is entitled to priority in payment under Bankruptcy Code section
507(a)(8).

         RECEIVABLE(S) PURCHASE AGREEMENT means that certain Receivable(s)
Purchase Agreement dated October 19, 1999 by and among SCTSC and certain of the
Debtors, as amended or modified.

         PRO RATA SHARE means, as to a particular Claimholder or Interestholder,
the ratio that the amount of the Claim or Equity Interest held by such
Claimholder or Interestholder bears to the total amount of all Claims held by
Claimholders or Interestholders within the same Class of Claims or Equity
Interests. Such ratio shall be calculated as if all Disputed Claims or Disputed
Equity Interests were Allowed Claims or Equity Interests as of the Effective
Date, unless specifically provided otherwise by the Plan.

         PROFESSIONAL means a professional employed in the Bankruptcy Case under
Bankruptcy Code sections 327 and 1103.

         PROFESSIONAL FEE CLAIM means a Claim for compensation or reimbursement
of expenses of a Professional retained in the Debtors' case, any chapter 11
trustee, and requested in accordance with the provisions of Bankruptcy Code
sections 326, 327, 328, 330, 331, 503(b) and 1103.

         REJECTION CLAIM BAR DATE means the first Business Day that is thirty
(30) days after the Confirmation Date.

         REJECTION SCHEDULE means those Executory Contracts to be rejected by
the Debtors at the Confirmation Hearing as identified on a schedule to be filed
with the Bankruptcy Court on or before the Disclosure Statement Approval Date.

         RESERVES means collectively the Administrative Claims Reserve, the
Priority Claims Reserve, the Disputed Claims Reserve, and the Operating Reserve,
and any other reserve required by the Plan.


<PAGE>
         RIGHTS OF ACTION means any and all claims, debts, demands, rights,
defenses, actions, causes of action, suits, contracts, agreements, obligations,
accounts, defenses, offsets, powers, privileges, licenses and franchises of any
kind or character whatsoever, known or unknown, suspected or unsuspected,
whether arising before, on, or after the Petition Date, in contract or in tort,
at law or in equity, or under any other theory of law, of the Debtors or their
Estates, including (i) rights of setoff, counterclaim, or recoupment, and claims
on contracts or for breaches of duties imposed by law, (ii) claims pursuant to
Bankruptcy Code section 362, (iii) such claims and defenses as fraud, mistake,
duress, and usury, and (iv) all Avoidance Actions.

         SCHEDULES OF ASSETS AND LIABILITIES means the schedules of assets and
liabilities as may be amended and filed by the Debtors in their bankruptcy
cases.

         SCTSC means Standard Chartered Trade Services Corporation, a Delaware
corporation and subsidiary of Standard Chartered Bank.

         SEC means the Securities and Exchange Commission.

         SECURED CLAIM means a Claim for which a Claimant asserts a valid,
perfected, and enforceable Lien, not subject to avoidance or subordination under
the Bankruptcy Code or applicable non-bankruptcy law, or a Claim for which a
Claimant asserts a setoff under Bankruptcy Code section 553, but only to the
extent of the value, determined in accordance with Bankruptcy Code section
506(a), of the Claimant's interest in the Debtors' interest in Estate Property
or to the extent of the amount subject to such setoff, as the case may be,
unless a timely election has been made under Bankruptcy Code section 1111(b)(2).

         SECURED TAX CLAIM means a Secured Claim for taxes held by a
Governmental Unit, including cities, counties, school districts, and hospital
districts, (i) entitled by statute to assess taxes based on the value or use of
real and personal property and/or to obtain a Lien against such property to
secure payment of such taxes; or (ii) entitled to obtain a Lien on property to
secure payment of any tax claim specified in Bankruptcy Code section 507(a)(8).

         SENIOR NOTE CLAIM means an Unsecured Claim arising pursuant to the
Senior Notes.

         SENIOR NOTE INDENTURE means that certain First Supplemental Indenture
dated October 1, 1999, between the applicable Debtors, as issuers, and the
Indenture Trustee concerning the issuance of the Senior Notes.

         SENIOR NOTES means the 11% Senior Notes due 2009 issued by EOTT Energy
Partners, L.P. and EOTT Energy Finance Corp. pursuant to that First Supplemental
Indenture, dated October 1, 1999.

         STANDARD CHARTERED BANK means Standard Chartered Bank plc, a banking
institution organized and existing under the laws of England and Wales.

         SUBORDINATED UNIT means a subordinated unit interest in EOTT that
entitles the holder thereof to participate in distribution and exercise the
rights and privileges under the EOTT Partnership Agreement.


<PAGE>

         TRADE PARTNER means a Creditor from whom the Debtors purchase, or to
whom the Debtors sell, crude oil products.

         TRADE PARTNER SECURED CLAIM means a Secured Claim held by a Trade
Partner.

         TREASURY REGULATIONS means the regulations promulgated under the
Internal Revenue Code by the Department of the Treasury of the United States.

         UNSECURED CLAIM means a Claim that is not a Secured Claim. The term
specifically includes any tort Claims or contractual Claims or Claims arising
from damage or harm to the environment and, pursuant to section 506(a) of the
Bankruptcy Code, any Claim of a Creditor against the Debtors to the extent that
such Creditor's Claim is greater than the value of the Lien securing such Claim,
any Claim for damages resulting from rejection of any Executory Contract under
Bankruptcy Code section 365, and any Claim not otherwise classified under the
Plan.



<PAGE>
                                    EXHIBIT B


                ENRON SETTLEMENT AGREEMENT AND RELATED DOCUMENTS



                       (Included as part of Exhibit 10.2)
<PAGE>
                                    EXHIBIT C


                   TERM SHEET FOR NEW INDENTURE AND NEW NOTES




                       (Included as part of Exhibit 2.1)




<PAGE>
                                    EXHIBIT D


                           TERM SHEET FOR LLC WARRANTS



                       (Included as part of Exhibit 2.1)

<PAGE>
                                    EXHIBIT E

                       TERM SHEET FOR EXIT CREDIT FACILITY



             (This Document Has Not Been Prepared Or Entered Into.)
<PAGE>
                                    EXHIBIT F

                    TERM SHEET FOR AMENDED EOTT LLC AGREEMENT



                       (Included as part of Exhibit 2.1)
<PAGE>


                                    EXHIBIT G

                   ORDER APPROVING ENRON SETTLEMENT AGREEMENT




             (This Document Has Not Been Prepared Or Entered Into.)




<PAGE>
                                    EXHIBIT B

                           ENRON SETTLEMENT AGREEMENT




                       (Included as part of Exhibit 10.2)
<PAGE>
                                    EXHIBIT C

                          TERM SHEET FOR LLC AGREEMENT


<Table>
<S>                                         <C>
Name:                                       To be selected by holders of a
                                            majority in principal amount of Old
                                            Notes.

State of formation:                         Delaware.

Tax status:                                 LLC Newco will elect to be taxed as
                                            a partnership.


                                BOARD OF MANAGERS

Size:                                       Initially seven, which may be
                                            increased or decreased by action of
                                            the Board, provided that no decrease
                                            will have the effect of shortening
                                            the term of a Manager.

Term:                                       Each Manager shall serve from the
                                            date of election until the next
                                            annual meeting of Managers, unless
                                            the Manager shall resign or be
                                            removed in accordance with the LLC
                                            Agreement.

Initial Board:                              The Chief Executive Officer and six
                                            additional persons selected by
                                            holders of a majority principal
                                            amount of the Old Notes.

Election:                                   Managers shall be elected by the
                                            vote of holders of LLC Units
                                            entitled to vote thereon at an
                                            annual meeting or at special meeting
                                            called for the purpose of electing
                                            Managers. Managers shall be elected
                                            by the vote of holders of a
                                            plurality of the LLC Units voting at
                                            a meeting at which a quorum is
                                            present.

Removal:                                    Managers may be removed, with or
                                            without cause, by holders of a
                                            majority of the LLC Units
                                            outstanding at a meeting held for
                                            the purpose of removing Managers.

Board action:                               A majority of Managers present at a
                                            meeting shall constitute a quorum,
                                            and the action by a majority of
                                            Managers present at a meeting at
                                            which a quorum is present will
                                            constitute action of the Board of
                                            Managers.

Written consent:                            The Board of Managers may act by a
                                            written consent signed by all of the
                                            Managers then in office.
</Table>


<PAGE>
<Table>
<S>                                         <C>
Vacancies:                                  Vacancies may be filled by the
                                            Members at an annual meeting or a
                                            meeting called for that purpose, or
                                            by a majority of the Managers on the
                                            Board of Managers, even if less than
                                            a quorum.

Compensation:                               Members of the Board of Managers
                                            shall be entitled to such
                                            compensation as they shall
                                            determine.

Committees:                                 The Board of Managers may establish
                                            such committees as it determines. A
                                            committee shall have such powers of
                                            the Board of Managers as is set
                                            forth in the resolutions
                                            establishing the committee.


                                    OFFICERS

Title:                                      The Board of Managers may establish
                                            such officer positions as it deems
                                            appropriate, and appoint such
                                            persons to hold such offices as it
                                            deems appropriate.

Tenure:                                     Officers shall serve at the
                                            discretion of the Board of Managers.

Compensation:                               The officers shall be entitled to
                                            such compensation as the Board of
                                            Managers determines. The Board of
                                            Managers may delegate its authority
                                            to establish compensation of
                                            officers to one or more officers.


                           MEMBERS AND CAPITALIZATION

LLC Common Units                            The common equity interest in LLC
                                            Newco shall be divided into LLC
                                            Common Units. Each LLC Common Unit
                                            shall have the right to one vote on
                                            all matters submitted to a vote of
                                            LLC Common Unit holders, and shall
                                            be entitled to such distributions as
                                            the Board of Managers determines
                                            from time to time, subject to the
                                            rights of holders of any outstanding
                                            LLC Preference Units. Holders of LLC
                                            Common Units shall be entitled to
                                            all distributions in liquidation
                                            after payment of creditors and
                                            holders of LLC Preference Units. The
                                            Board of Managers may issue LLC
                                            Common Units from time to time to
                                            such persons and for such
                                            consideration as determined by the
                                            Board of Managers.

LLC Preference Units                        The Board of Managers may, from time
                                            to time, issue one or
</Table>

<PAGE>

<Table>
<S>                                         <C>
                                            more series or classes of LLC
                                            Preference Units which entitle
                                            holders thereof to preferences over
                                            LLC Common Units or other series or
                                            classes of LLC Preference Units as
                                            to distributions and liquidating
                                            distributions. LLC Preference Units
                                            may have such voting rights, if any,
                                            as is determined by the Board of
                                            Managers. The rights and preferences
                                            of LLC Preference Units shall be set
                                            forth in a certificate of
                                            designation approved by the Board of
                                            Managers, which shall be deemed to
                                            be an amendment of the LLC
                                            Agreement. The LLC Common Units and
                                            LLC Preference Units are
                                            collectively called the LLC Units.

Convertible securities:                     The Board of Managers may issue
                                            options, warrants and other
                                            securities convertible into, or
                                            exchangeable for, LLC Units.

Transferability:                            LLC Units will be transferable
                                            without restriction, subject to
                                            applicable securities laws.
                                            Transferees of LLC Units will have
                                            all voting, distribution and other
                                            rights of the transferee.


                                OTHER PROVISIONS

Amendment:                                  The LLC Agreement may be amended by
                                            the approval of the Board of
                                            Managers and the affirmative vote of
                                            holders of a majority of LLC Units
                                            outstanding and entitled to vote on
                                            such amendment. In connection with
                                            the issuance of LLC Preference
                                            Units, the Board of Managers may
                                            grant rights to holders of LLC
                                            Preference Units to approve
                                            amendments affecting the rights of
                                            the holders of LLC Preference Units.

Indemnity:                                  The LLC Agreement will provide for
                                            indemnification of the Holders,
                                            Standard Chartered, SCTSC and
                                            Lehman, as defined in the
                                            Restructuring Agreement to which
                                            this term sheet is attached as
                                            Exhibit C, and their respective
                                            officers, directors, employees,
                                            partners and affiliates.
</Table>



<PAGE>

                                    EXHIBIT D

                     TERM SHEET FOR NEW INDENTURE AND NOTES
                       $100,000,000 SENIOR NOTES DUE 2010

                        Included as Part of Exhibit 2.1
<PAGE>


                                    EXHIBIT E

                             TERM SHEET FOR WARRANTS

                        Included as Part of Exhibit 2.1
<PAGE>
                                    EXHIBIT F

                TERM SHEET FOR NEW CREDIT FACILITY AND DEBTOR IN
                        POSSESSION FINANCING AGREEMENT(S)



                                       28
<PAGE>
                                EOTT PARTNERSHIPS
                    DEBTOR IN POSSESSION FINANCING TERM SHEET

Borrowers:           1. Under the LC Facility and the Term Loan Facility
                        (each as defined below): EOTT Energy Operating Limited
                        Partnership ("EOTT OLP"), EOTT Canada Limited
                        Partnership ("EOTT Canada"), EOTT Energy Liquids, L.P.
                        ("EOTT Liquids"), and EOTT Energy Pipeline Limited
                        Partnership ("EOTT Pipeline"), as debtors and debtors in
                        possession in Chapter 11 cases filed in the United
                        States Bankruptcy Court for the Southern District of
                        Texas, Corpus Christi Division (the "Bankruptcy Court").
                        The obligations of the Borrowers will be joint and
                        several.

                     2. Under the SCTSC Purchase Agreements (as defined
                        below): EOTT OLP, as debtor and debtor in possession in
                        the Cases.

Guarantors:          1. Under the LC Facility and the Term Loan Facility
                        (each as defined below): EOTT Energy Partners, LP,
                        ("EOTT MLP") and EOTT Energy General Partner, L.L.C.
                        ("EOTT GP") will each unconditionally and irrevocably
                        guarantee the obligations of the Borrowers. EOTT MLP and
                        EOTT GP will also be debtors and debtors in possession
                        in Chapter 11 cases filed in the Bankruptcy Court, and
                        their cases, plus those of the Borrowers, are referred
                        to in this term sheet as the "Cases."

                     2. Under the SCTSC Purchase Agreements (as defined
                        below): None.

Letter of Credit:    Standard Chartered Bank ("SCB") will act as the issuer
Issuer, Agent and    of letters of credit (the "LC Issuer"). SCB and its
Participants:        successors and assigns will be participants in the
                     letter of credit risk (the "LC Participants") and SCB
                     will be the agent for the LC Participants (the "LC
                     Agent").

Term Lenders and     Lehman Commercial Paper Inc. and its successors and
Agent:               assigns will be the term lenders (the "Term Lenders").
                     Lehman Brothers Inc. will act as agent for the Term
                     Lenders (the "Term Lender Agent" and, with the LC Agent,
                     the "Administrative Agents").

                                       1
<PAGE>
Trade Finance:       Standard Chartered Trade Services Corporation ("SCTSC")
                     will offer $175,000,000 of funding under the SCTSC
                     Purchase Agreements referred to below.

Collateral Agent:    SCB will act as collateral agent (the "Collateral
                     Agent") on behalf of the LC Issuer, the LC Participants,
                     SCTSC, the Term Lenders and the Administrative Agents.

Letter of Credit     Upon entry of the Second Interim Financing Order (as
Facility:            defined below), the LC Issuer and LC Participants will
                     provide the Borrowers with a $325,000,000 letter of
                     credit facility (the "LC Facility"). Letters of credit
                     issued thereunder are the "Letters of Credit;" Letters
                     of Credit outstanding in excess of $300,000,000 (up to a
                     maximum amount of $325,000,000) are the "Tier A Letters
                     of Credit" and Letters of Credit outstanding in the
                     aggregate amount of $300,000,000 or less are the "Tier B
                     Letters of Credit".

Term Loan Facility:  A term loan facility (the "Term Loan Facility") consisting
                     of $50,000,000 Tier A Term Loans ("Tier A Term Loans") and
                     $25,000,000 Tier B Term Loans ("Tier B Term Loans" and,
                     collectively with the Tier A Term Loans, the "Term Loans").

Crude Oil Purchase   $75,000,000 Commodities Repurchase Agreement, dated as
Agreement:           of February 28, 1998 (as amended as of June 22, 2001 and
                     April 23, 2002, the "Crude Oil Purchase Agreement"; and
                     as further amended on or prior to the Closing Date by
                     the Modification of Commodity Repurchase Agreement, the
                     "Amended Crude Oil Purchase Agreement") between EOTT OLP
                     and SCTSC.

                     Pursuant to the Crude Oil Purchase Agreement, SCTSC has
                     purchased from EOTT OLP certain barrels of crude oil
                     that constitutes EOTT OLP's line fill in various
                     pipelines. The aggregate amount of the Purchase Prices
                     (as defined therein) thereunder is not permitted to
                     exceed $100,000,000 at any time. EOTT OLP is presently
                     contractually obligated to repurchase the line fill from
                     SCTSC on October 23, 2002.

                     Pursuant to the Amended Crude Oil Purchase Agreement,
                     the size of the facility thereunder shall be reduced to
                     $75,000,000. EOTT OLP will not be contractually
                     obligated to repurchase all or a

                                       2
<PAGE>
                     portion of the line fill from SCTSC until March 31, 2003
                     and shall have the right to use the line fill in its
                     business in the interim. The aggregate amounts outstanding
                     under the Amended Crude Oil Purchase Agreement will be
                     reduced if EOTT OLP (a) elects to repurchase the line fill
                     prior to March 31, 2003, or (b) fails to either (i)
                     maintain a hedge contract at a price and amount and
                     otherwise in form and substance satisfactory to SCTSC from
                     a counterparty acceptable to SCTSC or (ii) secure the
                     repurchase price for the line fill with one or more letters
                     of credit in favor of SCTSC issued by a bank acceptable to
                     SCTSC at a stated amount satisfactory to SCTSC.

                     In the event that EOTT OLP elects to maintain a hedge
                     contract, EOTT OLP shall collaterally assign such hedge
                     contract to SCTSC. SCTSC shall purchase the crude oil at
                     the hedge price less the discount rate and the
                     repurchase price shall be equal to the hedge price (or
                     such other price as may be agreed to by EOTT OLP and
                     SCTSC). If the hedge matures prior to the repurchase
                     date, then EOTT OLP shall replace the hedge at maturity
                     with another hedge contract in form and substance
                     satisfactory to SCTSC at a hedge price equal or higher
                     than the repurchase price (or such other price as may be
                     agreed to by EOTT OLP and SCTSC).

                     To the extent that SCTSC does not recover its
                     investments and associated interest, yield, fees and
                     collection costs or other costs under the Amended Crude
                     Oil Purchase Agreement from the sale of the line fill
                     subject thereto, EOTT OLP's repurchase obligation is a
                     "Tier B Repurchase Obligation."

Receivables          $100,000,000 Restated Receivables Purchase Agreement,
Purchase Agreement:  dated as of October 19, 1999 (as amended as of January
                     12, 2000 and April 23, 2002, the "Receivables Purchase
                     Agreement"; and as further amended on or prior to the
                     Closing Date by the Modification of Receivables Purchase
                     Agreement, the "Amended Receivables Purchase Agreement")
                     between EOTT OLP and SCTSC. (The Amended Receivables
                     Purchase Agreement and the Amended Crude Oil Purchase
                     Agreement shall collectively be defined as the "SCTSC
                     Purchase Agreements".)

                                       3
<PAGE>

                     Pursuant to the Receivables Purchase Agreement, SCTSC
                     has purchased from EOTT OLP certain major accounts
                     receivable that are paid monthly and are anticipated to
                     be paid on or about October 20 and November 20, 2002.

                     The Amended Receivables Purchase Agreement will give
                     SCTSC the right to collect these receivables, return to
                     EOTT OLP the excess over SCTSC's investment, and
                     continue to purchase and collect these receivables (and
                     return the contractual excess amount) on a monthly basis
                     for a monthly payment of $50,000,000 (or such lesser
                     amount as EOTT OLP may request) until the Maturity Date,
                     provided that no more than $100,000,000 in unrecovered
                     investments will be outstanding at any time. To the
                     extent, if any, that the amounts requested by EOTT OLP
                     exceed 90% of the subject receivables, EOTT OLP will be
                     entitled to post a Letter of Credit (subject to
                     applicability of availability restrictions) in the
                     amount of such excess for the benefit of SCTSC and then
                     receive the excess funds. To the extent that SCTSC does
                     not recover its investments and associated interest,
                     yield, fees and collection costs or other costs under
                     the Receivables Purchase Agreement from collection of
                     the receivables subject thereto (or from any such Letter
                     of Credit), EOTT OLP's unsatisfied obligation is a "Tier
                     B Repurchase Obligation."

DIP Facilities and   The SCTSC Purchase Agreements, the Term Loans and the LC
DIP Lenders;         Facility are collectively called the "DIP Facilities."
Prepetition Lenders  and the LC Issuer, the LC Participants, the Term Lenders,
                     the Administrative Agents, the Collateral Agent and SCTSC
                     are collectively called the "DIP Lenders".

                     "Prepetition Lenders" means (a) SCB, in its capacity as
                     lender, issuer of letters of credit (the "Prepetition
                     LCs"), and administrative agent under the Second Amended
                     and Restated Reimbursement, Loan and Security Agreement
                     dated as of April 23, 2002 among the Borrowers and SCB
                     (as amended, the "Prepetition Credit Agreement"), and
                     (b) SCTSC, to the extent, if any, that it is found to be
                     a lender under either of the predecessor agreements to
                     the SCTSC Purchase Agreements.

Closing Date:        Closing of the DIP Facilities will occur promptly after
                     entry by the Bankruptcy Court of a second interim DIP
                     financing order (the

                                       4
<PAGE>
                     "Second Interim Financing Order") in form and substance
                     acceptable to the Administrative Agents, authorizing and
                     approving the DIP Facilities and the other transactions
                     described herein and granting superpriority claim status
                     and the liens and security interests contemplated hereby.
                     The Second Interim Financing Order must not have been
                     modified, reversed, amended or stayed on the Closing Date,
                     and the Closing Date must occur on or before October 18,
                     2002.

Maturity Date:       The "Maturity Date" will be the earlier of March 31,
                     2003 (the "Stated Maturity Date") and the effective date
                     of a plan for reorganization of the Borrowers. The
                     Letters of Credit shall not have expiry dates after the
                     Stated Maturity Date. Unless extended as provided below,
                     the Term Loans will mature and become due and payable in
                     full in cash on the Maturity Date. Unless the LC
                     Facility is extended as provided below, any Letters of
                     Credit outstanding on the Maturity Date must be cash
                     collateralized at that time in an amount reasonably
                     acceptable to the LC Agent.

Purpose and          The Letters of Credit will be issued at the Borrowers'
Availability of      application for the benefit of (a) their critical crude
Letters of Credit:   oil suppliers and other vendors in order to preserve the
                     Borrowers' ongoing trading and other businesses, (b)
                     Enron Corp., in the amount and as required pursuant to
                     the terms of the Settlement Agreement (as referred to
                     below) and (c) SCTSC or any other party as otherwise
                     agreed to by the LC Agent. The Letters of Credit will be
                     issued at the Borrowers' application from the Closing
                     Date until the Maturity Date, so long as the aggregate
                     outstanding amount thereof does not exceed the "LC
                     Availability," which is the remainder of (a) the lesser
                     of $325,000,000 and the then applicable Borrowing Base,
                     minus (b) the sum of (i) the aggregate amount available
                     for drawing, or drawn and unpaid, under all Letters of
                     Credit, (ii) the aggregate amount available for drawing,
                     or drawn and unpaid, under the Prepetition LCs plus all
                     outstanding loans under the Prepetition Credit
                     Agreement, and (iii) the Carve-Out Reserve referred to
                     below.

                     The Borrowing Base will be calculated in a way similar
                     to that provided in the Prepetition Credit Agreement;
                     provided, that any assets that are subject to a
                     successful lien challenge (with respect to any of the
                     liens granted under the Prepetition Credit Agreement

                                       5
<PAGE>
                     or the DIP Financing Documents) shall be excluded from the
                     Borrowing Base.

Roll Up:             In consideration of the use of Prepetition LCs to
                     support payment obligations of the Borrowers that come
                     due and, in part, accrue after commencement of the
                     Cases, and in order to allow the Borrowers continuing
                     access to the full amount of the LC Facility, the Second
                     Interim Financing Order will authorize the payment of
                     prepetition revolving credit loans under the Prepetition
                     Credit Agreement, as provided below, and will provide
                     that all Prepetition LCs, and all reimbursement
                     obligations, fees and indemnities related thereto, are
                     upon entry thereof converted into postpetition Letters
                     of Credit and reimbursement obligations, fees and
                     indemnities related thereto.

Purpose and          The Term Loans will be used to provide working capital
Availability of      to the Borrowers, in accordance with the budget and
Term Loans:          budget process approved by the Bankruptcy Court and to
                     pay up to $40,000,000 in prepetition revolving credit
                     loans outstanding under the Prepetition Credit
                     Agreement. The proceeds of the Term Loans will be
                     available in a single drawing on the Closing Date or on
                     the first business day thereafter.

Purpose and          The Crude Oil Purchase Agreement will allow EOTT OLP to
Availability of      use ts line fill until the required repurchase date and
SCTSC Purchase       will defer the required repurchase thereof until that
Agreements:          time. Monthly payments under the Receivables Purchase
                     Agreement will be used to provide working capital to
                     EOTT OLP in accordance with the budget and budget
                     process approved by the Bankruptcy Court, and these
                     payments will be available on the first business day of
                     each month.

Claims and Security  Subject to the rights of the Borrowers and the
Interests:           Guarantors set forth in the "Reservation of Rights"
                     paragraph below, the Borrowers and the Guarantors shall
                     acknowledge and agree that (a) they have no claims or
                     causes of action (including, without limitation,
                     avoidance actions) against the agent or the lenders
                     under the Prepetition Credit Agreement (or any of their
                     directors, officers, employees or agents), (b) they have
                     no offset right, counterclaim or defense of any kind
                     against any of its obligations, indebtedness or
                     liabilities to the agent or the lenders under the
                     Prepetition Credit Agreement, (c) the agent and the
                     lenders under the Prepetition Credit Agreement have
                     valid first priority perfected liens on the

                                       6
<PAGE>
                     prepetition collateral described in their mortgages and
                     security agreements and that there have been no past
                     conditions, acts, omissions, events, circumstances or
                     matters which have impaired or adversely affected any of
                     the agent's or the lenders' rights, interests and title
                     under the Prepetition Credit Agreement with respect to such
                     prepetition collateral and (d) the agent and the lenders
                     under the Prepetition Credit Agreement have properly
                     performed and satisfied in a timely manner all of their
                     obligations to the Borrowers.

Reservation of       The Borrowers and the Guarantors shall retain their
Rights:              rights, if any, to object to or challenge within 30 days
                     following the petition date (a) the validity, extent or
                     priority of the security interests and liens securing
                     indebtedness under the Prepetition Credit Agreement or
                     (b) the validity, allowability or status of the
                     indebtedness under the Prepetition Credit Agreement.

Letter of Credit     Letter of credit fees shall be equal to the product of
Fees:                (a) the Applicable Margin times (b) the Average Daily
                     Maximum Drawing Amount. The Applicable Margin will be:

                     o  2.75% for any month in which the Average Daily Maximum
                        Drawing Amount is $325,000,000 or less but in excess of
                        $250,000,000,

                     o  2.50% for any month in which the Average Daily Maximum
                        Drawing Amount is $250,000,000 or less but in excess of
                        $200,000,000, and

                     o  2.25% for any month in which the Average Daily Maximum
                        Drawing Amount is $200,000,000 or less.

                  All letter of credit fees shall be payable to the LC Agent for
                  the account of the LC Participants monthly in arrears on the
                  last business day of the next following month. The Average
                  Daily Maximum Drawing Amount will be defined in the SCB DIP
                  Credit Agreement but will generally be the average exposure of
                  the LC Issuer on all outstanding Letters of Credit or drawn
                  and unreimbursed Letters of Credit (including converted
                  Prepetition LCs) during the month in question.

                  In addition, the Borrowers will pay to the LC Issuer for its
                  own account at the time each Letter of Credit is issued (a) a
                  fronting fee equal to the greater of (i) $250 and (ii) 0.25%
                  per annum times the face amount of such Letter of Credit, and
                  (b) a minimum administrative issuance fee and

                                       7
<PAGE>
                  the other fees and charges that the LC Issuer customarily
                  charges for the issuance, amendment or drawing of any letter
                  of credit in accordance with its published schedule of such
                  charges as from time to time in effect.

                  A commitment fee of 0.5% per annum will be payable monthly in
                  arrears on the unused amount of the LC Availability with a
                  final payment upon the Maturity Date.

                  An arrangement fee will be payable to the LC Agent, for its
                  own account, monthly in arrears on the first day of each month
                  with respect to the immediately preceding month in an amount
                  equal to (a) 1% per annum multiplied by (b) the Average Daily
                  Maximum Facility Amount per month. The "Average Daily Maximum
                  Facility Amount" for any month shall equal the quotient of (x)
                  the maximum commitment under the LC Facility as it exists at
                  5:00 p.m., New York time, for each day in the month divided by
                  (y) the total number of days in such month. The first
                  installment of such fee shall be payable on November 30, 2002
                  with a final payment upon the Maturity Date.

Interest Rates    The interest rate on the Tier A Term Loans will be 9% per
and Fees on       annum, payable monthly on the last business day of each month.
Term Loans:       The interest rate on the Tier B Term Loans will be 10% per
                  annum, payable monthly on the last business day of each month.
                  A facility fee of $750,000 will be fully earned and paid on
                  the Closing Date to the Term Loan Agent for the account of the
                  Term Lenders.

                  An additional facility fee of $2,000,000 will be fully earned
                  on the Closing Date and will be due and payable at the
                  Borrowers' option on the Closing Date or on the Maturity Date
                  (or, if sooner, at the prepayment in full of the Term Loans).
                  If the Term Loans are prepaid in full prior to the Maturity
                  Date, the amount of this additional facility fee will be
                  reduced by $1,000,000.

                  An arrangement fee of $100,000 will be fully earned and paid
                  on the Closing Date to the Term Loan Agent for its own
                  account.

                                       8
<PAGE>
Yield and Fees    The purchase of crude oil under the Amended Crude Oil Purchase
on SCTSC          Agreement will be at a discounted price that gives SCTSC an
Purchase          effective per annum yield equal to LIBOR on the day in
Agreements:       question plus 3.0%. The interest period for LIBOR shall be for
                  the entire period from the Closing Date to the Stated Maturity
                  Date. If all of the line fill purchased by SCTSC is
                  repurchased by EOTT OLP prior to the Stated Maturity Date, the
                  repurchase price shall be adjusted appropriately (a) so that
                  the effective per annum yield equals LIBOR plus 3.0% and (b)
                  to include any breakage costs. As used herein, "LIBOR" shall
                  have the meaning given to it in the Prepetition Credit
                  Agreement.

                  The purchase of each month's receivable wider the Amended
                  Receivables Purchase Agreement will be at a discounted price
                  that gives SCTSC an effective per annum yield equal to monthly
                  LIBOR on the day in question plus 3.0%.

                  A facility fee in an amount equal to (a) 1% per annum
                  multiplied by (b) the aggregate commitments of SCTSC from time
                  under the SCTSC Purchase Agreements (initially $175,000,000)
                  will be payable to SCTSC monthly in arrears.

Default Rates:    Upon the occurrence and during the continuance of an Event of
                  Default under the SCB DIP Credit Agreement, the Lehman DIP
                  Credit Agreement or the SCTSC Purchase Agreements, as
                  applicable:

                  o  the Term Loans shall bear interest at 12% per annum;

                  o  the rate otherwise applicable on the Letters of Credit fees
                     shall be increased by 2% per annum; and

                  o  the discount factor used for the SCTSC Purchase Agreements
                     shall be increased by 2% per annum.

Calculations      All computations of interest and fees shall be based on a
and Payments:     360-day year and the actual number of days elapsed. All
                  payments shall be made in United States dollars in immediately
                  available funds. All payments, other than fees payable on the
                  Closing Date or at the extension of the DIP Facilities, shall
                  be paid to the Collateral Agent for application in accordance
                  with the Cash Waterfall described below.

Extension Option: On a date which is no earlier than the effective date of the
                  Borrowers' plan of reorganization and no later than March 31,
                  2003 (the "Extension Date"), the Borrowers may extend (a) the
                  Term Facility and the LC Facility until a date no later than
                  September 30, 2004 and (b) the

                                       9
<PAGE>
                  SCTSC Purchase Agreements until a date no later than September
                  30, 2003 (each such period being referred to as the "Extension
                  Period"), in each case upon payment of the extension fees
                  described below and on terms substantially similar to the DIP
                  Facilities, with details to be negotiated.

                  The fees for so extending are as follows:

                  o  For the Term Loans: $750,000, payable to the Term Loan
                     Agent on the Extension Date;

                  o  For the LC Facility: $1,250,000, payable to the LC Agent on
                     the Extension Date; and

                  o  For the SCTSC Purchase Agreements: 1.0% per annum of the
                     maximum commitment under the SCTSC Purchase Agreements on
                     the Extension Date, payable to SCTSC on the Extension Date.

Fees under the    In addition to the extension fee for the LC Facility referred
LC Facility       to in the above paragraph, during the Extension Period for the
during the        LC Facility, the fees payable under the LC Facility shall
Extension         include the following:
Period:

                  1. Commitment Fee.

                     A commitment fee shall be payable in the amount of 0.5%
                     per annum on the average daily unused amount of the LC
                     Facility. The commitment fee will be due and payable in
                     arrears on the last day of each month and at the
                     termination of the LC Facility.

                  3. LC Agent's Arrangement Fee.

                     The Borrowers will pay to the LC Agent, for its own
                     account, an arrangement fee, payable monthly in arrears
                     on the first day of each month with respect to the
                     immediately preceding month in an amount equal to (a) 1%
                     per annum multiplied by (b) the Average Daily Maximum
                     Facility Amount per month. The first installment of such
                     fee shall be payable on the day following the last day
                     of the first month following the Extension Date, with a
                     final payment upon termination of the LC Facility.

                                       10
<PAGE>
                  4. Change of Control Fee.

                     A change of control fee in the amount of $250,000 shall
                     be payable to the LC Agent for its own account upon the
                     change of control (to be defined) of the Borrowers.

                  5. Reduction Fee.

                     A reduction fee in the amount of $2,500,000 shall be
                     payable to the LC Agent for its own account on the date
                     which is the earlier of (a) twelve (12) months from the
                     Extension Date and (b) eighteen (18) months from
                     September 29, 2002, if on such date there has not been a
                     permanent reduction in the aggregate exposure of SCB and
                     SCTSC under all facilities provided to the Borrowers to
                     $200,000,000 or less. Such permanent reduction may be
                     accomplished either by assignment or reduction of the
                     commitments thereunder.

Cash Waterfall    Using the Borrowers' and Guarantors' present cash management
and Account       system and accounts (to the extent reasonably practical and
Structure:        approved by the Bankruptcy Court), the following account
                  structure will be established. All accounts will be under the
                  control of the Collateral Agent and will, together with all
                  deposits and investments associated therewith, constitute part
                  of the Collateral. The accounts will include:

                  o  one or more collection accounts, into which all receipts
                     of the Borrowers and the Guarantors will be deposited;

                  o  a concentration account maintained with the Collateral
                     Agent, into which all deposits in the collections
                     accounts will be transferred periodically;

                  o  a debt service payment account, into which the
                     Collateral Agent will deposit all amounts required to be
                     paid on, or held as cash collateral for, the DIP
                     Facilities;

                  o  one or more special collateral accounts (which may be
                     separate accounts or subaccounts of the debt service
                     payment account), into which the Collateral Agent will
                     transfer funds from the debt service payment account
                     that are not to be immediately paid to the DIP Lenders;
                     and

                  o  one or more operating accounts, into which the
                     Collateral Agent will transfer funds from the
                     concentration account to the extent that they are not
                     required to be deposited into the debt service payment
                     account.

                                       11
<PAGE>
                  As funds are transferred into the Concentration Account, the
                  Collateral Agent will make transfers into the debt service
                  payment account as described above and will use those funds,
                  to the extent thereof, to make payments and deposits of cash
                  collateral required under the DIP Facilities. Payments
                  required in connection with the Tier A Letters of Credit and
                  the Tier A Term Loans will have priority over payments and
                  deposits required in connection with the Tier B Letters of
                  Credit, the Tier B Term Loans, and the Tier B Repurchase
                  Obligations, subject to certain specific exceptions.

                  After making all required transfers into the debt service
                  payment account, the Collateral Agent will transfer the
                  remaining funds into the operating accounts, to be used by the
                  Borrowers and Guarantors in accordance with all applicable
                  budget orders and other orders of the Bankruptcy Court.

                  The proceeds from the sale of the line fill and collection of
                  the accounts subject to the SCTSC Purchase Agreements will be
                  paid directly to SCTSC, and after recovery of its investments
                  and associated interest, yield, fees and collection costs or
                  other costs thereunder, SCTSC will transfer any remainder to
                  the concentration account or debt service payment account
                  maintained by the Collateral Agent. Any payments received by
                  EOTT OLP, Lehman or SCB in contravention of this arrangement
                  shall be turned over immediately to SCTSC.

Mandatory         All proceeds from the sale of the Borrowers' MTBE, Grid
Prepayments:      Storage and West Coast businesses shall be deposited into the
                  debt service payment account. The first $75,000,000 of these
                  proceeds shall be applied, at the option of SCTSC, to
                  repurchase the crude oil subject to the Amended Crude Oil
                  Purchase Agreement and to permanently reduce the fundings
                  thereunder by the amounts so applied. Any proceeds in excess
                  of $75,000,000 will be applied to prepay the Tier A Term
                  Loans, or, if the remaining amount of these proceeds is less
                  than $5,000,000, deposited into the concentration account.

                  All proceeds from the incurrence of additional indebtedness or
                  the issuance of additional equity shall be used first, to
                  prepay the Tier A Term Loans and any reimbursement obligations
                  for drawings that have been made on the Tier A Letters of
                  Credit, on a pro rata basis, at par plus accrued interest and
                  then second, to prepay the Tier B Term Loans and

                                       12
<PAGE>
                  any reimbursement obligations for drawings that have been made
                  on the Tier B Letters of Credit, on a pro rata basis, at par
                  plus accrued interest.

                  The Cash Waterfall will provide for cash collateral to be
                  reserved by the Collateral Agent to the extent that
                  outstandings under the LC Facility exceed availability
                  limitations thereunder.

Optional          Subject to compliance with all applicable orders of the
Prepayments:      Bankruptcy Court and approval of SCB and SCTSC, the Borrowers
                  may prepay the Term Loans at any time at par plus accrued
                  interest in $5,000,000 minimum increments. Any such payments
                  shall be applied first to the Tier A Term Loans and then to
                  the Tier B Term Loans.

Security:         Subject to the Carve-Out Reserve described below, the DIP
                  Facilities and all obligations of the Borrowers and the
                  Guarantors in connection therewith will be:

                  o  entitled to the superpriority claim status pursuant to
                     Section 364(c)(l) of the Bankruptcy Code senior to any
                     superpriority claim granted as adequate protection in
                     respect of the Prepetition Lenders and any other claims
                     of any entity, including, without limitation, any claims
                     under Sections 503, 507, 1113, and 1114 of the
                     Bankruptcy Code; and

                  o  secured by a first priority perfected priming security
                     interest and lien granted to the Collateral Agent
                     burdening all of the properties and assets of whatever
                     kind of the Borrowers, the Guarantors and their
                     respective estates, whether now owned or hereafter
                     acquired (the "Collateral") pursuant to Sections
                     364(c)(2) and (3) and 364(d) of the Bankruptcy Code,
                     senior in priority to all other prepetition and
                     postpetition liens and security interests except (i) any
                     other security interest in or lien on such assets to the
                     extent that, as of the petition date, such other
                     security interest or lien was valid, perfected and not
                     subject to avoidance and senior to the prepetition
                     liens, (ii) any security interest in or lien on proceeds
                     or products of, or accessions to, assets subject to a
                     security interest or lien referred to in the foregoing
                     clause (i) and arising or created after the petition
                     date to the extent that (A) such security interest in or
                     lien on the proceeds, products or accessions would have
                     been valid, perfected and not subject to avoidance if
                     the proceeds, products or accessions had arisen or been
                     created immediately prior to the commencement of

                                       13
<PAGE>
                     the Chapter 11 cases and (B) such security interest in or
                     lien on the proceeds, products or accessions would be
                     entitled, under applicable non-bankruptcy law, to priority
                     over any security interest in or lien on the proceeds,
                     products or accessions securing the prepetition
                     indebtedness, or (iii) as expressly agreed to the contrary
                     by the Administrative Agents.

                  It is expected that the Administrative Agents will agree that
                  these liens and security interests will be subordinate to
                  statutory liens in favor of persons selling crude oil to the
                  Borrowers and Guarantors, to the extent those liens and
                  security interests are otherwise perfected first priority
                  liens in identifiable crude oil or identifiable proceeds from
                  the sale thereof

                  The liens and security interests granted to the Collateral
                  Agent will not be subject to Section 551 of the Bankruptcy
                  Code, and for purposes of the Second Interim Financing Order
                  the Collateral will not be charged pursuant to Section 506(c)
                  of the Bankruptcy Code.

                  The term "Carve Out Reserve" will mean (a) allowed
                  administrative expenses pursuant to 28 U.S.C. Section
                  1930(a)(6) and (b) allowed fees and expenses incurred by the
                  professionals retained by the debtors and the official
                  committee of creditors or noteholders pursuant to Sections 327
                  and 1103 of the Bankruptcy Code, but shall not include fees,
                  costs and expenses of third-party professionals employed by
                  the members of such committee. For purposes of clause (b), the
                  amount of the Carve Out Reserve, which applies upon a
                  Termination Date (as defined below), shall be limited to the
                  sum of $2,000,000, whether the fees and expenses are allowed
                  and unpaid at the time of the Termination Date or are incurred
                  before or after the Termination Date. As used herein,
                  "Termination Date" shall mean the earliest of (i) the Maturity
                  Date and (ii) the date that any remedies are exercised by the
                  Administrative Agents or SCTSC in connection with any event of
                  default under any DIP Financing Document.

                  None of the (a) Carve Out Reserve or (b) prepetition or
                  postpetition collateral proceeds or funding under the DIP
                  Facilities may be used to object to or challenge in any way
                  any claims, liens or cash collateral held by or on behalf of
                  the Prepetition Lenders and the Collateral Agent or to assert
                  any claims or causes of action against the agent or the
                  lenders under the Prepetition Credit Agreement, the LC Issuer,
                  the LC

                                       14
<PAGE>
                  Participants, SCTSC, the Term Lenders, the Administrative
                  Agents or the Collateral Agent; provided, that the Carve Out
                  Reserve and such collateral proceeds or funding under the DIP
                  Facilities may be used for investigation by the Borrowers or
                  the Guarantors (or an authorized substitute for the Borrowers
                  or the Guarantors if the Borrowers or the Guarantors are for
                  some reason unable to conduct an investigation) of claims,
                  causes of action or theories for litigation regarding (a) the
                  validity, enforceability, perfection or priority of the
                  prepetition liens in the prepetition collateral, (b) the
                  validity, allowability, priority, status or amount of the
                  prepetition indebtedness, within 30 days following the
                  petition date or (c) the validity and enforceability of the
                  Purchase Agreements (provided, that the expenses incurred for
                  such investigation shall not exceed $75,000).

Documentation:    The LC Facility will be governed by a credit agreement among
                  the Borrowers, the Guarantors, the LC Issuer, the LC
                  Participants and the LC Agent (the "SCB DIP Credit
                  Agreement"). The Term Loans will be governed by a credit
                  agreement among the Borrowers, the Guarantors, the Term
                  Lenders and the Term Lender Agent (the "Lehman DIP Credit
                  Agreement"). The SCTSC Purchase Agreements will be between
                  EOTT OLP and SCTSC. There will be an intercreditor and
                  security agreement (the "Intercreditor Agreement") among the
                  Borrowers, the Guarantors and the DIP Lenders to provide for
                  the security interests, liens and Cash Waterfall described
                  above and for certain agreements among the DIP Lenders,
                  including the matters referred to in Annex I to this term
                  sheet. The liens and security interests of the Prepetition
                  Lenders will be continued to secure the obligations under the
                  DIP Financing Documents, and appropriate mortgage amendments
                  will be executed, delivered and filed. All of the foregoing,
                  together with the Second Interim Financing Order and any other
                  documents, instruments or agreements called for thereunder,
                  are the "DIP Financing Documents."

Conditions        The obligation to provide the initial fundings and Letters of
Precedent:        Credit under the DIP Facilities shall be subject to the
                  satisfaction of conditions precedent, including, without
                  limitation, the following. (All references below to the entry
                  of orders by the Bankruptcy Court refer to their being entered
                  in form and substance acceptable to the Administrative Agents
                  and also refer to the continued effectiveness of those orders
                  without their being reversed or stayed on the Closing Date and
                  without their being modified except as consented to by the
                  Administrative Agents.)

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<PAGE>
                  o  Commencement of the Cases on or prior to October 7,
                     2002.

                  o  Entry of the Second Interim Financing Order.

                  o  Entry of first day orders that allow the Borrowers and
                     Guarantors to conduct their businesses in conformity
                     with the provisions of the DIP Financing Documents and,
                     in particular, to pay the prepetition and postpetition
                     claims of their critical crude oil suppliers and other
                     vendors and to use their existing cash management
                     systems.

                  o  Entry of a cash collateral order allowing the Borrowers
                     and Guarantors to use their cash constituting collateral
                     for prepetition claims in conformity with the provisions
                     of the DIP Financing Documents.

                  o  Receipt by the Administrative Agents of financial
                     projections and a 16-week cash budget satisfactory to
                     them, and entry of a budget order authorizing and
                     requiring the implementation of that budget.

                  o  Execution and delivery of the following, in form and
                     substance acceptable to the Administrative Agents:

                     o  A Restructuring Agreement among EOTT Energy Partners,
                        L.P., Enron Corp., SCB, SCTSC, Lehman Commercial Paper
                        Inc. and those holders of the Borrowers' 11% Senior
                        Notes due 2009 comprising the unofficial committee of
                        noteholders, providing, among other things, for the
                        parties thereto to support the DIP Facilities and to
                        support the Borrowers' and Guarantors' plan of
                        reorganization, as described therein.

                     o  A Settlement Agreement and an Employee Transition
                        Agreement, and any other documents executed in
                        connection with the foregoing (collectively, the
                        "Settlement Agreements") among the Borrowers, the
                        Guarantors, and Enron Corp. (including all its
                        requisite subsidiaries).

                  o  Negotiation, execution and delivery of definitive DIP
                     Financing Documents satisfactory to the Administrative
                     Agents and the Collateral Agent.

                                       16
<PAGE>

                  o  The SCTSC Purchase Agreements shall have been assumed by
                     the Borrowers and approved by the Bankruptcy Court
                     pursuant to the Second Interim Financing Order.

                  o  Receipt by the lenders of satisfactory corporate
                     resolutions, legal opinions and other closing documents
                     relating to the Borrowers and Guarantors.

                  o  Satisfactory completion by the Administrative Agents of
                     business, legal and environmental due diligence.

                  o  The obligation to provide the Letters of Credit under
                     the DIP Facilities shall be subject to the condition
                     that (a) all prepetition revolving credit loans
                     outstanding under the Prepetition Credit Agreement have
                     been paid in full in cash and (b) all accrued and unpaid
                     interest, fees, costs and expenses that are then due and
                     payable (supported by, to the extent required by the
                     Borrowers, invoices and proper supporting documentation)
                     under the Prepetition Credit Agreement have been paid in
                     full in cash.

Representations,  The DIP Financing Documents will contain representations,
Warranties,       warranties, covenants and events of default that are customary
Covenants and     for credit facilities of the same types. The representations,
Events of         warranties, covenants and events of default in the SCB DIP
Default:          Credit Agreement and the Lehman DIP Credit Agreement will be
                  substantially the same and will include, without limitation:

                  o  representations and warranties with respect to:
                     compliance with all laws; the accuracy and completeness
                     of financial information provided to the DIP Lenders;
                     proof of current and sufficient insurance; title to
                     properties, schedules of property locations; each of the
                     Borrowers' and Guarantors' due organization and good
                     standing and authorization and due execution and
                     enforceability of all DIP Financing Documents; status of
                     legal or other proceedings relating to the Borrowers and
                     the Guarantors; no consents required that have not been
                     obtained (taking into account the authorizations given
                     by the Bankruptcy Court); no violation of charter
                     documents or laws by the Borrowers or the Guarantors;
                     completeness and accuracy in all material respects of
                     the information furnished to the DIP Lenders; the first
                     priority perfected nature of the Collateral Agent's
                     security interests in and liens on the Collateral; no
                     liens on

                                       17
<PAGE>
                     the Borrowers' or the Guarantors' assets or estates, except
                     to the extent permitted under the DIP Financing Documents;
                     and use of the Letters of Credit and funding proceeds in
                     accordance with the budget and the DIP Financing Documents;

                  o  covenants with respect to: delivery of financial and
                     other information as the Administrative Agents may
                     reasonably request, including monthly, quarterly and
                     annual financial statements, weekly budget and cash flow
                     reports with comparisons to forecast, weekly accounts
                     payable summaries; maintenance of insurance; payment of
                     post-petition taxes; payment of postpetition obligations
                     under leases and licenses as required by the Bankruptcy
                     Code; notification of any default; rights of inspection,
                     commercial finance examinations, and asset appraisals;
                     cooperation with advisors engaged by either
                     Administrative Agent; maintenance of required bank
                     accounts; restrictions on liens, indebtedness, dividends
                     and distributions, investments, sales of assets, mergers
                     and acquisitions, capital expenditures, and prepayment
                     or amendment of other indebtedness; delivery of copies
                     of all pleadings, papers, notices and orders filed in or
                     issued from the Bankruptcy Court or any appellate court
                     in the Cases and copies of all reports filed with the
                     Office of the United States Trustee; indemnification of
                     the DIP Lenders; and submission of all disputes
                     concerning the DIP Financing Documents to the
                     jurisdiction of the Bankruptcy Court provided that
                     enforcement of liens and remedies by the Collateral
                     Agent may occur in other courts in accordance with
                     applicable law governing such liens and remedies); and

                  o  events of default with respect to: failure to pay when
                     due any obligations under the DIP Financing Documents;
                     any representation or warranty in the DIP Financing
                     Documents being found to be incorrect in any material
                     respect; breach of any affirmative, negative or
                     financial covenant, and the expiration of applicable
                     cure periods, if any; entry of any judgment in excess of
                     an amount to be agreed or which would operate to divest
                     any of the Borrowers or Guarantors of any material
                     assets; material disruption of the aggregate business
                     operations of the Borrowers and Guarantors for more than
                     a period to be agreed; failure to comply with the budget
                     within agreed variances; conversion of any of the Cases
                     to a case under Chapter 7 of the Bankruptcy Code; the
                     entry of an order terminating exclusivity; any material
                     breach by any party to the Restructuring

                                       18
<PAGE>
                     Agreement or the Settlement Agreements; the termination of
                     obligations of any party under the Restructuring Agreement;
                     the dismissal of any of the Cases; the appointment in any
                     of the Cases of a Chapter 11 trustee or an examiner with
                     expanded powers (beyond those set forth under Section
                     1106(a)(3) and (4) of the Bankruptcy Code); the grant of
                     any superpriority administrative expense claim or any lien
                     which is pari passu with or senior to those of the DIP
                     Lenders; any payment of prepetition debt not permitted
                     under the SCB DIP Credit Agreement or the Lehman DIP Credit
                     Agreement; the Bankruptcy Court's entry of an order
                     granting relief from the automatic stay to permit
                     foreclosure by any other creditor of security interests in
                     assets of any of the Borrowers of a value in excess of an
                     amount to be negotiated; any reversal, revocation or
                     modification without the consent of the Administrative
                     Agents of the Second Interim Financing Order or any other
                     order of the Bankruptcy Court with respect to any of the
                     Cases and affecting the DIP Financing Facilities; and the
                     occurrence of an event of default under any of the other
                     DIP Financing Documents.

Financial         The SCB DIP Credit Agreement and the Lehman DIP Credit
Covenants:        Agreement will include covenants requiring a minimum average
                  monthly level of operations for the Borrowers, measured in
                  barrels of crude oil, minimum levels of cash flow, and the
                  receipt of a minimum level of cash from net margins between
                  the cost of crude oil purchased and the cost of crude oil
                  sold.

Remedies:         Subject to the terms of the Intercreditor Agreement, upon the
                  occurrence of an Event of Default the Administrative Agents
                  and SCTSC may declare all obligations owing under their
                  respective DIP Financing Documents to be immediately due and
                  payable and may declare a termination, reduction or
                  restriction of any further commitment to extend credit to the
                  Borrowers to the extent any such commitment remains.

                  Upon the occurrence of an Event of Default and following the
                  giving of five (5) business days' notice to the Borrowers, the
                  Administrative Agents, the committee of unsecured creditors or
                  noteholders of the Borrowers (if then appointed) and the
                  United States Trustee, the Collateral Agent shall have relief
                  from the automatic stay and may, if so directed by either
                  Administrative Agent, foreclose on all or any portion of the
                  Collateral or otherwise exercise remedies against the
                  Collateral permitted by applicable nonbankruptcy law. During
                  such five-business-day notice period, the Borrowers shall be
                  entitled to an emergency

                                       19
<PAGE>
                  hearing with the Bankruptcy Court for the sole purposes of
                  contesting whether an Event of Default has occurred. Unless
                  during such period the Bankruptcy Court determines that an
                  Event of Default has not occurred, the automatic stay, as to
                  the DIP Lenders, shall automatically terminate at the end of
                  such notice period.

Syndication,      Subject to the terms of the Intercreditor Agreement, any DIP
Assignments &     Lender at any time may make assignments of and sell
Participations:   participations in its rights and obligations under the DIP
                  Financing Documents, without any requirement that consent be
                  obtained from the Borrowers, the other DIP Lenders or the
                  Bankruptcy Court.

Costs and         All out-of-pocket costs and expenses of the DIP Lenders and
Expenses:         their business and legal advisors (including, without
                  limitation, legal fees and fees of financial and industry
                  advisors; expenses in connection with periodic
                  collateral/financial control, field examinations, asset
                  appraisal expenses, the monitoring of assets, enforcement of
                  rights, and other miscellaneous disbursements) and legal
                  review costs shall be payable by the Borrowers on demand,
                  whether or not the transactions contemplated hereby are
                  consummated.

Indemnity:        The Borrowers and the Guarantors shall indemnify and hold
                  harmless the agent and lenders under the Prepetition Credit
                  Agreement, the LC Issuer, the LC Participants, SCTSC, the Term
                  Lenders, the Administrative Agents and the Collateral Agent
                  and their respective officers, directors, employees,
                  affiliates, agents and controlling persons from and against
                  any and all losses, claims, damages and liabilities to which
                  any such person may become subject arising out of, or in
                  connection with, the Prepetition Credit Agreement, the DIP
                  Facilities, this term sheet, the transactions contemplated
                  hereby or any claim, litigation, investigation or proceeding
                  relating to any of the foregoing, whether or not any of such
                  indemnified persons is a party thereto, and reimburse each of
                  such indemnified persons, from time to time upon their demand,
                  for any reasonable legal or other expenses incurred in
                  connection with investigating or defending any of the
                  foregoing, whether or not the transactions contemplated hereby
                  are consummated, provided that the foregoing indemnity will
                  not, as to any indemnified person, apply to losses, claims,
                  damages, liabilities or related expenses to the extent that
                  they arise from the bad faith, willful misconduct or gross
                  negligence of such indemnified person as finally determined by
                  a final non-appealable order of a court of competent
                  jurisdiction.

                                       20
<PAGE>
                  The Borrowers and the Guarantors shall further indemnify the
                  LC Issuer, the LC Participants, SCTSC, the Term Lenders, the
                  Administrative Agents and the Collateral Agent (and their
                  respective affiliates) and hold them harmless from and against
                  any loss, cost or expense incurred or sustained by any of them
                  in providing payroll, concentration account, lock box,
                  collection, disbursement and other cash management services to
                  the Borrowers. Such indemnification obligations shall be
                  included as "Obligations" under the DIP Facilities entitled to
                  all of the benefits and protections afforded the DIP
                  Facilities, including, without limitation, superpriority claim
                  and first priority secured status.


Governing Law:    The DIP Financing Documents shall be governed by, and
                  construed in accordance with, the laws of the State of New
                  York, except as governed by the Bankruptcy Code and except to
                  the extent any real property security documents may be
                  governed by local law.


Waiver of Jury    Each of the Borrowers, the Guarantors, and the DIP Lenders
Trial:            will irrevocably and unconditionally waive trial by jury in
                  any legal action or proceeding relating hereto or to any DIP
                  Financing Document, including without limitation any
                  proceeding in or ancillary to the Cases.

                                       21
<PAGE>
                                                                         ANNEX I

                         SUMMARY OF INTERCREDITOR TERMS


Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the term sheet to which this Annex I is attached (the
"Term Sheet").

I.    Types of Collateral/Assets:

      A.    All commodities (i.e. the specified number of barrels of oil)
            purchased by SCTSC under the Amended Crude Oil Purchase Agreement,
            all the documents of title delivered to SCTSC pursuant thereto and
            all proceeds thereof (the "Commodities Assets").

      B.    All receivables and contract rights purchased by SCTSC under the
            Amended Receivables Purchase Agreement and all proceeds thereof (the
            "Receivables Assets").

      C.    The following assets: (1) MTBE facility at Morgan's Point, TX, (2)
            salt dome storage caverns and related pipelines at Mt. Belvieu, TX,
            and (3) gas processing, storage and transportation facilities at
            Bakersfield, CA (collectively, the "Assets Held for Sale").

      D.    All other assets of the Credit Parties ("General Collateral").

II.   Liens and Application of Proceeds:

      A.    Liens: All of the Commodities Assets and Receivables Assets, to the
            extent of the Borrowers' rights, if any, therein, and all Assets
            Held for Sale and General Collateral will be part of a joint
            collateral pool, with the Borrowers and the Guarantors granting a
            first priority security interest in favor of Standard Chartered Bank
            ("SCB"), acting in its capacity as the Collateral Agent.

      B.    Application of Proceeds:

            1.    With respect to Commodities Assets: To the extent of the
                  Borrower's rights, if any, therein, SCTSC will have first call
                  on the Commodities Assets, up to a maximum amount of $75m plus
                  associated interest, yield, fees and collection costs or other
                  costs under the Amended Crude Oil Purchase Agreement. Excess
                  collections from the Commodities Assets

                                       22
<PAGE>
                  will be distributed by the Collateral Agent in accordance with
                  Section II.B (4) below.

            2.    With respect to Receivables Assets: All Receivables Assets
                  that are purchased by SCTSC under the Amended Receivables
                  Purchase Agreement are no longer assets of the Borrowers. To
                  the extent of the Borrower's rights, if any, therein, SCTSC
                  will have first call on the Receivables Assets, up to the
                  maximum amount that SCTSC has advanced under the Receivables
                  Purchase Agreement plus associated interest, yield, fees and
                  collection costs or other costs thereunder. Contractual excess
                  amounts from the Receivables Assets will be distributed by the
                  Collateral Agent in accordance with Section II.B (4) below.

            3.    The proceeds from the sale of the Assets Held for Sale will be
                  applied as described in the Term Sheet.

            4.    With respect to the General Collateral:

                  a.    All proceeds from the General Collateral will be first
                        applied to (i) SCB under the Tier A Letters of Credit
                        and (ii) the Term Lenders under the Tier A Term Loans on
                        a pari passu basis, until all obligations owed under the
                        SCB DIP Credit Agreement and the Lehman DIP Credit
                        Agreement have been paid in full in cash.

                  b.    Secondly, all proceeds from the General Collateral will
                        be applied on a pari passu basis to: (i) SCB under the
                        Tier B Letters of Credit, (ii) the Term Lenders under
                        the Tier B Term Loans and (iii) to the extent of any
                        undercollateralization under the SCTSC Repurchase
                        Agreements, SCTSC with respect EOTT OLP's obligations
                        owing to it thereunder.

III.  Enforcement of Rights:

      A.    Collateral Enforcement:

            1.    As to the General Collateral, the Commodities Assets, and the
                  Assets Held for Sale, any enforcement action against such
                  collateral must be authorized by the Required Lenders,
                  provided, that if (i) an Event of Default continues for two
                  months without being waived or cured or (ii) the Maturity Date
                  has occurred, either the Term Lenders or SCB can proceed to
                  enforce remedies against the General Collateral. "Required
                  Lenders"

                                       23
<PAGE>
                  will be defined as SCB plus 51% of the Term Lenders and the
                  Term Loan Agent.

            2.    As to the Receivables Assets, there are no restrictions on
                  enforcement actions, including SCTSC's right to collect
                  receivables directly from the buyer of goods under the
                  Receivables Purchase Agreement.

      B.    Other Enforcement Actions:

            1.    Prior to accelerating the obligations under the Letters of
                  Credit or the SCTSC Purchase Agreements, SCB or SCTSC, as
                  applicable, must give 5 days' notice to the Term Lender Agent.
                  Conversely, prior to accelerating the Term loans, the Term
                  Lender Agent must give 5 days' notice to LC Agent. Provisions
                  will be made for the recipient of any such notice to be able
                  to accelerate at the same time as the giver of any such
                  notice.

            2.    No other restrictions on enforcement actions, including the
                  right of SCB to stop issuing Letters of Credit upon an event
                  of default and SCTSC's right to stop purchasing receivables or
                  commodities under the applicable SCTSC Purchase Agreements.

IV.   Restrictions on Assignment:

      A.    Assignment of Term Loans: During the period that there are any
            credit extensions or amounts outstanding under the SCB DIP Credit
            Agreement, Lehman may assign its Term Loans if the Tier A Term Loans
            and the Tier B Term Loans are assigned on a pro rata basis. During
            the initial two weeks after the Closing Date, any assignment by
            Lehman shall solely be to persons who are existing bondholders of
            the Borrowers (and their affiliates).

      B.    General: During the period that there are any credit extensions or
            amounts outstanding under the SCB DIP Credit Agreement, Lehman shall
            not resign as Term Lender Agent.

V.    Amendment of Documents:

      A.    Amendment of Lehman DIP Credit Agreement: Any amendment to the
            Lehman DIP Credit Agreement that will (i) reduce the facility size,
            (ii) increase pricing by more than 2%, (iii) accelerate the maturity
            date, (iv) create any additional mandatory prepayment obligations or
            modify the application of the Cash

                                       24
<PAGE>
            Waterfall, or (v) make any covenants or events of default materially
            more restrictive or burdensome, will require the consent of SCB.

      B.    Amendment of SCB DIP Credit Agreement: Any amendment to the SCB DIP
            Credit Agreement that will (i) reduce the facility size, (ii)
            increase pricing by more than 2%, (iii) reduce the term of the
            facility, (iv) create any additional mandatory prepayment
            obligations or modify the application of the Cash Waterfall, or (v)
            make any covenants or events of default materially more restrictive
            or burdensome, will require the consent of Lehman. (See Section VI
            below for amendments relating to "Borrowing Base" thereunder.)

      C.    Amendment of Commodities Repurchase Agreement and Receivables Assets
            Purchase Agreement: Any amendment to the Commodities Repurchase
            Agreement or Receivables Assets Purchase Agreement that will (i)
            reduce the facility size, (ii) increase pricing by more than 2%,
            (iii) reduce the term of the loans, (iv) create any additional
            mandatory prepayment obligations or modify the application of the
            Cash Waterfall, or (v) make any covenants or events of default
            materially more restrictive or burdensome, will require the consent
            of SCB and Lehman.

VI.   Borrowing Base:

      As between SCB and the Term Lenders, SCB shall agree not to change any
      Advance Rate (as defined in the SCB DIP Credit Agreement) by more than 5%
      (e.g., from 85% to 80%) without the consent of the Term Lenders.

      As between SCB and the Borrowers, SCB shall agree not to change any
      Advance Rate without the consent of the Borrowers.

      The ability of SCB to change the requirements for eligibility without the
      Term Lenders' consent is subject to further discussions. SCB shall be
      entitled to use its discretion in applying such requirements to the extent
      such discretion is provided for in the written terms of the SCB DIP Credit
      Agreement.

VII.  Miscellaneous:

      A.    None of SCB, SCTSC nor Lehman will challenge each other's liens.

      B.    Turnover provision for improper payments.

                                       25