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                                                                   EXHIBIT 10.45

                                                                  EXECUTION COPY

                           SECOND AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT

This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (the
"Agreement"), dated as of February 11, 2003, by and among (1) EOTT Energy
Operating Limited Partnership (the "Seller"), a limited partnership organized
under the laws of Delaware, (2) Standard Chartered Trade Services Corporation
("SCTSC"), a company organized under the laws of the State of Delaware, and (3)
STANDARD CHARTERED BANK, as collateral agent for SCTSC (the "Collateral Agent"),
hereby modifying that certain Amended and Restated Receivables Purchase
Agreement, dated as of October 18, 2002, by and among the Seller, SCTSC and the
Collateral Agent (the "Prior Agreement").

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

WHEREAS, pursuant to the Prior Agreement, SCTSC purchased from the Seller
certain receivables which are payable by the Buyer on March 20, 2003 and April
21, 2003 (the "Existing Receivables"); and

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

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

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

WHEREAS, the Buyer will remit payment, in accordance with instructions provided
by the Seller, as per Appendix "B", to Standard Chartered Bank, New York Branch,
for the EOTT Account (as defined below), with value on the due date of each
Invoice (as defined below). The due date of each Invoice shall be referred to
hereafter as an "Invoice Due Date";

WHEREAS, each of the Seller and SCTSC wishes to continue the Prior Agreement by
extending the Maturity Date (as defined in the Prior Agreement) and amend
certain other provisions of the Prior Agreement on the terms and conditions set
forth herein;

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

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1.       Transaction Origination

         A.       Initiation of each Transaction

                  From time to time, the Seller will cause copies of the
                  pro-forma and/or the final invoices to the Buyer (each an
                  "Invoice" or, as the context may require, a "Pro-Forma
                  Invoice" or a "Final Invoice") and the relevant title
                  documents, as may be required by nominations, truck bill(s) of
                  lading, marine bill(s) of lading or any other title document
                  as may be acceptable to SCTSC, to be delivered to SCTSC by
                  courier, which Invoices shall contain information required by
                  SCTSC, including a description of the Goods, their quantity,
                  type, value and other relevant terms and conditions. Payment
                  terms on the Seller's Invoices will be for a period not to
                  exceed fifty two (52) days from the date of the Seller's
                  Pro-Forma Invoice. A Final Invoice will substitute each
                  Pro-Forma Invoice within a forty-nine (49) day period of time
                  from the date the Pro-Forma Invoice was issued. The Final
                  Invoice is the invoice issued by the Seller to the Buyer,
                  subsequent to the Pro-Forma Invoice which indicates the total
                  amount of Goods actually delivered to the Buyer within an
                  agreed period of time and the amount due for payment on the
                  Invoice Due Date. The Invoice Due Date shall be on the
                  twentieth (20th) day of each month (or, if such day is not a
                  Business Day and (x) falls on a Saturday, the next preceding
                  Business Day, or (y) does not fall on a Saturday, the next
                  succeeding Business Day). The aggregate amount outstanding for
                  all Qualified Receivable(s) as of the Effective Date (as
                  defined below) shall not exceed One Hundred Million U.S.
                  Dollars ($100,000,000) (the "Maximum Commitment").

         B.       SCTSC Notice of Qualified Receivable(s)

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

         C.       Commitment to Purchase

                  If at the time the Seller proposes that SCTSC purchase any
                  Qualified Receivable(s), the following conditions have all
                  been satisfied, SCTSC will purchase any such Qualified
                  Receivable(s):

                  (i)      all conditions precedent to Extensions of Credit
                           under the Letter of Credit Agreement (as defined
                           below) shall be satisfied or waived by the LC Agent;

                  (ii)     all other conditions precedent herein shall be
                           satisfied or waived by SCTSC;

                  (iii)    each of the representations and warranties of the
                           Seller contained in this Agreement or in any document
                           or instrument delivered pursuant to or in

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                           connection with this Agreement shall be true as of
                           the time which they were made and shall also be true
                           at and as of the time the Seller proposes that SCTSC
                           purchase any Qualified Receivable(s), with the same
                           effect as if made at and as of that time (except to
                           the extent that such representations and warranties
                           relate expressly to an earlier date); and

                  (iv)     no Event of Seller Default shall have occurred and be
                           continuing.

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

         D.       Payment to the Seller by SCTSC

                  (i)      Upon purchase of any Qualified Receivable(s), SCTSC
                           shall pay to the Seller an amount equal to 90% of the
                           aggregate face value of such Qualified Receivable(s)
                           indicated on the applicable Pro-Forma Invoice (the
                           "Purchase Price") less the Discount Fee, handling
                           fees and any other fees or expenses owing to SCTSC as
                           described in Section 2 of this Agreement. Within
                           forty-nine (49) days after the Seller's issuance of
                           the Pro-Forma Invoice, the Seller will issue its
                           corresponding Final Invoice to the Buyer. Each Final
                           Invoice will replace the corresponding Pro-Forma
                           Invoice. As a condition precedent for SCTSC's
                           payment, the Seller hereby sells, assigns and
                           transfers over to SCTSC its entire title and interest
                           in and right to receive payment for each Qualified
                           Receivable, all contract rights with respect thereto
                           and all of the Seller's rights to the Goods and
                           property represented thereby.

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

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         E.       Payment to SCTSC by the Buyer

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

                  The balance remaining in the SCTSC Account shall be applied as
                  follows:

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

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

2.       Fees and Interest

         A.       Extension Fee

                  On the date hereof, the Seller will pay SCTSC a non-refundable
                  extension fee in an amount equal to one percent (1.0%)
                  multiplied by (a) $100,000,000 and (b) a ratio (i) the
                  numerator of which is the number of days measured from the
                  Effective Date until the date immediately prior to the Initial
                  Maturity Date and (ii) the denominator of which is 365 days.

         B.       Handling Fee

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

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                  SCTSC. Such Handling Fee shall be deducted from any payment
                  due to the Seller.

         C.       Discount Fee

                  The Seller agrees to pay SCTSC a discount fee (the "Discount
                  Fee") on (i) the outstanding Qualified Receivable(s) purchased
                  and (ii) the Additional Purchase, in each case calculated at
                  the applicable LIBOR (defined below) plus the Applicable
                  Margin. As used herein, "Applicable Margin" shall mean, if the
                  Maturity Date is on the Initial Maturity Date, three percent
                  (3.0%) per annum, and if the Maturity Date is extended
                  pursuant to Section 8.C below, seven percent (7.0%) per annum.
                  As used herein, "Initial Maturity Date" shall the date which
                  is six (6) calendar months after the Effective Date.

                  The Discount Fee due by the Seller to SCTSC shall be
                  calculated as follows: (x) with respect to the outstanding
                  Qualified Receivable(s) purchased, on the aggregate Purchase
                  Price of the Qualified Receivable(s) purchased by SCTSC from
                  the date payment was made to the Seller to the Invoice Due
                  Date, and (y) with respect to the Additional Purchase, on the
                  stated amount of the applicable Letters of Credit, in each
                  case calculated on the basis of a 360 day year and paid on the
                  actual number of days elapsed. SCTSC will deduct the
                  applicable Discount Fee from its payment due to the Seller,
                  plus any and all other fees and incidental expenses incurred
                  or anticipated by SCTSC (including, without limitation, legal
                  and other fees) in obtaining payment from the Buyer. The
                  Discount Fee as specified above will apply until (A) the
                  Invoice Due Date for the Qualified Receivable(s) purchased and
                  (B) the expiry date for the Letters of Credit supporting the
                  Additional Purchases, as applicable.

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

                  As used herein, "Business Day" shall mean a day on which SCTSC
                  and commercial banks are open for business in New York, New
                  York.

         D.       Excess Costs

                  Any Qualified Receivable(s) not paid on the Invoice Due Date
                  by Buyer shall be subject to a penalty, payable by the Seller
                  within one Business Day following demand, to cover any excess
                  costs incurred by SCTSC as a result of any delay in the Buyer
                  making payment by the Invoice Due Date. The Seller shall have
                  the responsibility of collecting such excess costs from the
                  Buyer. The Seller hereby assigns and transfers to SCTSC all
                  such amounts the Seller shall receive from the

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                  Buyer in coverage of such excess costs. The Seller shall set
                  the penalty rate for such excess costs, but it shall be no
                  less than the Bank's applicable overnight Reference Rate in
                  effect from time to time plus a margin of (i) if the Maturity
                  Date is on the Initial Maturity Date, two percent (2.0%) per
                  annum and (ii) if the Maturity Date is extended pursuant to
                  Section 8.C below, six percent (6.0%) per annum. Such penalty
                  rate shall be based on the face amount of the Final Invoice
                  from the Invoice Due Date until full repayment thereof has
                  been received by SCTSC from the Buyer.

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

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

         E.       Mis-directed Payments

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

3.       Reduction of Maximum Commitment; Mandatory and Optional Prepayment.

         A.       If the Seller is obligated to repurchase all or a portion of
                  the Qualified Receivables prior to the Maturity Date in
                  accordance with Section 3. B below, on the Mandatory
                  Prepayment Date (as defined below), the Maximum Commitment
                  shall automatically and permanently be reduced by an amount
                  equal to the amount of such repurchase.

         B.       If at any time any Designated Assets are sold in accordance
                  with the Letter of Credit Agreement, the Seller shall, in
                  accordance with the Intercreditor Agreement, cause all the
                  proceeds of such sale (net of costs of sale) (the "Net Sale
                  Proceeds") be paid to the Collateral Agent for deposit in the
                  Debt Service Payment Account (as defined in the Intercreditor
                  Agreement). Upon receipt, the

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                  Collateral Agent shall, on behalf of the Seller, make a
                  mandatory prepayment of the amounts owing by the Seller to
                  SCTSC under this Agreement in accordance with the
                  Intercreditor Agreement. The date of such mandatory prepayment
                  shall be referred to as the "Mandatory Prepayment Date".

         C.       The Seller may, from time to time on any Business Day
                  occurring after the Effective Date, make a voluntary
                  prepayment, in whole or in part, of the amounts owing by the
                  Seller to SCTSC under this Agreement.

         D.       With respect to any Qualified Receivables repurchased by the
                  Seller from SCTSC pursuant to Sections 3.B and 3.C above,
                  SCTSC agrees that it shall reasonably co-operate with the
                  Seller in providing instructions to the Buyer to remit payment
                  for the applicable amount of the Final Invoice for such
                  Qualified Receivables directly to the Seller. Notwithstanding
                  the above, SCTSC shall not have any responsibility to the
                  Seller to collect any portion of such Qualified Receivables
                  from the Buyer.

4.       Role and Responsibility of the Seller

         A.       Relationship of Parties

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

         B.       Covenants, Representations and Warranties of the Seller

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

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

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

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

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

                  (v)      the execution, delivery and performance by the Seller
                           of this Agreement does not contravene any law,
                           regulation or contractual restriction binding on or
                           affecting the Seller and that the Buyer is a party
                           with which the Seller is permitted to transact
                           business pursuant to all applicable laws, regulations
                           and rulings of both the United States and its
                           agencies and the

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                           State in which the Seller maintains its principal
                           place of business and, in particular, to the
                           regulations of the U.S. Treasury Department's Office
                           of Foreign Assets Control;

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

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

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

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

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

                  (xi)     to the best of the Seller's knowledge, the Buyer has
                           not asserted any claim, defense or right of offset to
                           payment of the Qualified Receivable(s), nor does it
                           have grounds to make such assertions; and promptly
                           upon the Seller learning of any such claim, defense
                           or right of offset, it will notify SCTSC thereof in
                           writing;

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

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

                  (xiv)    the transactions under this Agreement are intended to
                           be true sales; however, for precautionary purposes,
                           SCTSC is granted hereby a security interest in and a
                           right of set-off with respect to all Qualified
                           Receivable(s) which have been purchased by SCTSC and
                           in all contract rights and proceeds related thereto,
                           all as security for payment and performance of all

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                           of the Seller's obligations to SCTSC, whether now
                           existing or hereafter arising, direct or indirect,
                           due or to become due, matured or unmatured, or
                           absolute or contingent. SCTSC may file such financing
                           statements as it elects to perfect its security
                           interest;

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

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

                  (xvii)   the guarantee issued in favor of the Seller by Koch
                           Industries Inc. (the "Koch Guarantee"), which
                           guarantees all obligations of the Buyer to the Seller
                           is in full force and effect on the date of this
                           Agreement and will continue to be in full force and
                           effect as long as any amounts are due and owing to
                           SCTSC with respect to any Qualified Receivable(s); no
                           amendments to the Koch Guarantee are permitted
                           without the prior written consent of SCTSC; and

                  (xviii)  the Seller agrees to issue to the Buyer a Final
                           Invoice within forty-nine (49) days after the
                           issuance of the corresponding Pro-Forma Invoice, but
                           not later than the eighteenth (18th) day of each
                           month, and to provide SCTSC with a copy thereof on
                           the same day as it is issued to the Buyer.

         C.       Indemnity

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

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

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

5.       Event of Seller Default

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

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

         B.       the Seller shall fail to perform any covenant or agreement
                  contained herein or any of its obligations under this
                  Agreement or with respect to the Goods or the underlying
                  contract pertaining thereto; or

         C.       an "Event of Default" shall have occurred under and as defined
                  in the Letter of Credit Agreement.

         The Seller shall immediately notify SCTSC in writing of the occurrence
         of an Event of Seller Default or any event that, with the passage of
         time or the giving of notice, will constitute an Event of Seller
         Default ("Default"). During the continuance of an Event of Seller
         Default, SCTSC shall have the right (in addition to any other right or
         remedy SCTSC may have at law, in equity or under this Agreement,
         subject to the Intercreditor Agreement) to demand that the Seller
         deliver immediately, at the request of SCTSC to it

                                       10

<PAGE>

         or to any third party nominated by SCTSC for collection by such party
         (which may be an affiliate of SCTSC), any Qualified Receivable(s) held
         by SCTSC under any transaction.

6.       Event of Buyer Default

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

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

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

         The Seller shall immediately notify SCTSC in writing of the occurrence
         of an Event of Buyer Default or any event that, with the passage of
         time or the giving of notice, will constitute an Event of Buyer
         Default. If the Buyer's bankruptcy or failure to pay is due to any of
         the causes listed in Section 9 of this Agreement, SCTSC shall have the
         same limited recourse rights against the Seller as are described in
         Section 9 below.

7.       Conditions Precedent to Effectiveness of Agreement

         As a condition precedent to the effectiveness of this Agreement, the
         Seller shall have caused to be delivered to SCTSC, in form and
         substance satisfactory to SCTSC, (a) a counterpart of this Agreement
         executed by the parties hereto, (b) a copy of resolutions of the Board
         of Directors or other authorizing documents of the Seller, in form and
         substance satisfactory to SCTSC, approving the execution and
         performance of the Agreement, certified by the Secretary or other
         appropriate officer of the Seller, (c) an incumbency certificate
         executed by the Secretary or other appropriate officer of the Seller
         certifying the names and signatures of the officers of the Seller
         authorized to execute and act under this Agreement, (d) a duly executed
         Blocked Account Agreement between the Seller, SCTSC and the Bank, (e) a
         copy of the Koch Guarantee and the Oil Supply Contract (referred to in
         Section 9 below), and (f) a copy of the underlying contract pertaining
         to the sale of Goods from the Seller to the Buyer, if any until the
         date immediate prior to the Initial Maturity Date. In addition, the
         Seller shall have paid to SCTSC, on or prior to the date hereof, (x)
         any accrued and unpaid facility fee owing to SCTSC under Section 6 of
         the Prior Agreement and (y) the extension fee referred to in Section
         2.A. The date on which all of the above conditions precedent have been
         satisfied, in each case on or prior to March 31, 2003, shall be the
         "Effective Date".

8.       Term of the Agreement

         A.       This Agreement shall terminate:

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

                                       11

<PAGE>

                  (ii)     Upon the earliest to occur of (x) an Event of Seller
                           Default, at SCTSC's election, (y) an Event of Buyer
                           Default, at SCTSC's election, and (z) the Initial
                           Maturity Date, unless extended pursuant to Section
                           8.C below (the "Maturity Date"); or

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

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

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

         C.       On any date which is four Business Days prior to the Initial
                  Maturity Date, at the option of the Seller and upon written
                  notice to SCTSC, the Seller may extend the Maturity Date from
                  the Initial Maturity Date until a date no later than the
                  earlier of (a) twelve (12) calendar months after the Initial
                  Maturity Date and (b) August 30, 2004, upon payment to SCTSC
                  of a non-refundable extension fee in an amount equal to one
                  percent (1.0%) multiplied by the Maximum Commitment as of the
                  Initial Maturity Date.

9.       SCTSC Remedies

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

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

                  b)       assertion by the Buyer that the Pro-Forma Invoice,
         the Final Invoice and/or the Crude Oil Supply and Terminalling
         Agreement dated December 1, 1998 (as same may have been amended) (the
         "Oil Supply Contract") between the Seller and the Buyer that relates to
         a Qualified Receivable(s) was not adhered to, or

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

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

                                       12

<PAGE>

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

                  f)       if the Seller fails to issue to the Buyer (or the
         Buyer claims non-receipt of) a Final Invoice within forty-nine (49)
         days from the date of the Pro-Forma Invoice.

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

10.      Miscellaneous

         A.       Notices

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

                      To the Seller:
                           Name:       EOTT Energy Operating Limited Partnership
                           Address:    P.O. Box 4666
                                       Houston, Texas 77210-4666
                           Telefax:    (713) 993-5841

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

         B.       Continuous Conditions

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

                                       13

<PAGE>

         C.       Further Assurances

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

         D.       Integration

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

         E.       Waivers and Amendments

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

         F.       Taxes

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

         G.       Assignment and Delegation

                  The Seller may not, without the consent of SCTSC, assign or
                  delegate any of its respective rights or obligations under
                  this Agreement. Provided that no Default or

                                       14

<PAGE>

                  Event of Seller Default shall have occurred and be continuing,
                  so long as the aggregate credit exposure of Standard Chartered
                  and SCTSC under the Credit Agreement and the Purchase
                  Agreements is reduced to $200,000,000 or less, SCTSC (and its
                  assigns) may, with the consent of the Seller (which consent
                  shall not be unreasonably withheld or delayed), assign any or
                  all of its rights and obligations under this Agreement to any
                  Eligible Assignee. Otherwise, upon consultation with EOTT OLP,
                  SCTSC (and its assigns) may assign any or all of its rights
                  and obligations under this Agreement to any Eligible Assignee.
                  As used herein, "Eligible Assignee" shall mean any commercial
                  bank, savings and loan association, savings bank, finance
                  company, insurance company, pension fund, mutual fund
                  investment company, investment fund, financial institution, or
                  other institutional lender (whether a corporation, partnership
                  or other entity) acceptable to SCTSC.

                  The parties hereto agree that this Agreement shall inure to
                  the benefit of any successor to such parties.

         H.       Agreement not Exclusive

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

         I.       Severability

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

         J.       Disclaimer of Warranty

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

         K.       Governing Law and Jurisdiction

                  THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS
                  OF THE STATE OF NEW YORK. THE SELLER HEREBY

                                       15

<PAGE>

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

         L.       Amendment and Restatement

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

                                       16

<PAGE>

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

EOTT ENERGY OPERATING LIMITED
PARTNERSHIP

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

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

STANDARD CHARTERED TRADE
SERVICES CORPORATION

By:      ________________________________________
Name:    ________________________________________
Title:   ________________________________________

By:      ________________________________________
Name:    ________________________________________
Title:   ________________________________________

STANDARD CHARTERED BANK, as Collateral Agent

By:      ________________________________________
Name:    Neil McCauley
Title:   Senior Vice President

                                       17

<PAGE>

APPENDIX "A"

SELLER'S LETTERHEAD

Date: [Month day, 200_]

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

Reference: Qualified Buyer

Ladies and Gentlemen:

The following entity shall be deemed a Buyer under the terms of the Second
Amended and Restated Receivables Purchase Agreement among ourselves and Standard
Chartered Bank, as collateral agent, dated as of February 11, 2003 (the
"Agreement"), subject to your approval as evidenced by your signature below.

<TABLE>
<CAPTION>
BUYER                         ADDRESS       TYPE OF GOODS      CREDIT TERMS
<S>                           <C>           <C>                <C>
1.       Koch Supply                        Crude Oil          Industry Norm
         and Trading L.P.                                      (The 20th day of
                                                               each month)
</TABLE>

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

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

Very truly yours,
EOTT Energy Operating Limited
Partnership

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

By: ____________________________

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

READ, AGREED TO AND ACCEPTED ON _________:

STANDARD CHARTERED TRADE SERVICES              STANDARD CHARTERED TRADE SERVICES
CORPORATION                                    CORPORATION

By: ______________________________             By: _____________________________

Name: ____________________________             Name: ___________________________

Title: ___________________________             Title: __________________________

<PAGE>

APPENDIX "B"

NOTICE OF ASSIGNMENT

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

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

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

Agreed and accepted this [day] day of [Month], 200_.

EOTT ENERGY OPERATING LIMITED PARTNERSHIP

By: EOTT ENERGY GENERAL PARTNER, L.L.C., its general partner

By: ____________________________

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

STANDARD CHARTERED TRADE SERVICES              STANDARD CHARTERED TRADE SERVICES
CORPORATION                                    CORPORATION

By: ______________________________             By: _____________________________
Name: ____________________________             Name: ___________________________

Title: ___________________________             Title: __________________________

<PAGE>

APPENDIX "C-1"

Seller's Letterhead

Date: [Month day, 200_]

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

Reference: Transaction Confirmation of Qualified Receivable(s)

Dear Sirs:

We hereby inform you of our desire to sell new Qualified Receivable(s) to you,
as described in Section 1.B of the Second Amended and Restated Receivables
Purchase Agreement, dated as of February 11, 2003, among EOTT Energy Operating
Limited Partnership, Standard Chartered Trade Services Corporation ("SCTSC") and
Standard Chartered Bank, as collateral agent ("Collateral Agent"), as follows:

         Qualified Receivable(s) totaling:           US$_________________

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

Kindly remit funds, by wire transfer, to Standard Chartered Bank, New York
Branch, ABA #026002561, Attn: Mr. Allan Matamis, for credit to A/C
#3582-058757-001 of EOTT Energy Operating Limited Partnership.

Please indicate your acceptance by signing below.

Very truly yours,
EOTT Energy Operating Limited
Partnership

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

By: ____________________________

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

READ, AGREED TO AND ACCEPTED ON _____:

STANDARD CHARTERED TRADE SERVICES              STANDARD CHARTERED TRADE SERVICES
CORPORATION                                    CORPORATION

By: ______________________________             By: _____________________________

Name: ____________________________             Name: ___________________________

Title: ___________________________             Title: __________________________