<PAGE>

                                                                   EXHIBIT 10.42

                                                                  EXECUTION COPY

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

                           LETTER OF CREDIT AGREEMENT

                          dated as of February 11, 2003

                                      among

                   EOTT ENERGY OPERATING LIMITED PARTNERSHIP,

                     EOTT ENERGY CANADA LIMITED PARTNERSHIP,

                            EOTT ENERGY LIQUIDS, L.P.

                                       and

                    EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,

                         as joint and several Borrowers,

                                 EOTT ENERGY LLC

                                       and

                      EOTT ENERGY GENERAL PARTNER, L.L.C.,

                                 as Guarantors,

                            STANDARD CHARTERED BANK,

                   as LC Agent, LC Issuer and Collateral Agent

                                       and

                        THE LC PARTICIPANTS PARTY HERETO

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
1.       DEFINITIONS AND RULES OF INTERPRETATION.................................................     3

2.       THE LETTERS OF CREDIT...................................................................    32

         (a)      General........................................................................    32
         (b)      Requesting Letters of Credit...................................................    33
         (c)      Reimbursement and Participations...............................................    33
         (d)      No Duty to Inquire.............................................................    34
         (e)      LC Collateral..................................................................    35
         (f)      Conditions Precedent to Extensions of Credit...................................    36
         (g)      Use of Proceeds................................................................    45
         (h)      Mandatory Prepayments..........................................................    45
         (i)      Application of Payments made to LC Agent.......................................    46
         (j)      Voluntary Reduction of Maximum Commitment Amount; Interest Rates and Fees......    46

3.       PAYMENTS TO LC PARTICIPANTS.............................................................    48

         (a)      General Procedures.............................................................    48
         (b)      Payment Obligations Absolute...................................................    48
         (c)      Capital Reimbursement..........................................................    48
         (d)      Increased Cost of Letters of Credit............................................    49
         (e)      Notice; Change of Applicable Lending Office....................................    49
         (f)      Availability...................................................................    50
         (g)      Reimbursable Taxes.............................................................    50

4.       OTHER ACTIONS OF CREDIT PARTIES.........................................................    51

5.       REPRESENTATIONS AND WARRANTIES..........................................................    52

6.       AFFIRMATIVE COVENANTS...................................................................    59

         (a)      Payment and Performance........................................................    59
         (b)      Payment of Expenses............................................................    59
         (c)      Instruments, Documents, Securities or Chattel Paper............................    59
         (d)      Books, Financial Statements and Reports........................................    59
         (e)      Other Information and Inspections..............................................    63
         (f)      Notice of Material Events and Change of Address................................    64
         (g)      Maintenance of Properties......................................................    64
         (h)      Discharge of Liens.............................................................    65
         (i)      Landlord's Waiver..............................................................    65
         (j)      Maintenance of Existence and Qualifications....................................    65
         (k)      Payment of Trade Liabilities, Taxes, etc.......................................    65
         (l)      Insurance......................................................................    65
         (m)      Performance on Borrowers' Behalf...............................................    66
         (n)      Interest.......................................................................    66
         (o)      Compliance with Agreements and Law.............................................    66
         (p)      Environmental Matters; Environmental Reviews...................................    66
         (q)      Evidence of Compliance.........................................................    67
</TABLE>

<PAGE>

                               TABLE OF CONTENTS
                                  (C0NTINUED)

<TABLE>
<S>                                                                                                  <C>
         (r)      Agreement to Deliver Security Documents........................................    67
         (s)      Newly Created or Acquired Subsidiaries.........................................    67
         (t)      Compliance with Agreements.....................................................    67
         (u)      Risk Management Policies.......................................................    68
         (v)      Retention of Financial Advisor and Commercial Finance Audits...................    68

7.       NEGATIVE COVENANTS......................................................................    68

         (a)      Indebtedness...................................................................    68
         (b)      Accounts.......................................................................    70
         (c)      Limitation on Liens............................................................    70
         (d)      Hedging Contracts..............................................................    70
         (e)      Limitation on Mergers, etc. and Issuances of Securities........................    70
         (f)      Limitation on Asset Sales......................................................    70
         (g)      Limitation on Distributions, Dividends and Redemptions.........................    71
         (h)      Limitation on New Businesses, Investments and Capital Expenditures.............    71
         (i)      Limitation on Credit Extensions................................................    72
         (j)      Transactions with Affiliates...................................................    72
         (k)      Prohibited Contracts...........................................................    72
         (l)      Modification of Certain Agreements.............................................    72
         (m)      Open Positions.................................................................    72
         (n)      Redelivery of Borrowing Base Report............................................    72
         (o)      Books and Records..............................................................    73
         (p)      Minimum Consolidated EBIDA.....................................................    73
         (q)      Minimum Consolidated Tangible Net Worth........................................    74
         (r)      Interest Coverage..............................................................    74
         (s)      Current Ratio..................................................................    75
         (t)      Compliance with Environmental Laws.............................................    76

8.       EVENTS OF DEFAULT.......................................................................    76

9.       RIGHTS AND REMEDIES.....................................................................    79

10.      GUARANTY................................................................................    79

11.      LC AGENT................................................................................    81

         (a)      Appointment and Authority......................................................    81
         (b)      Exculpation, the LC Agent's Reliance, etc......................................    81
         (c)      Credit Decisions...............................................................    82
         (d)      Indemnification................................................................    82
         (e)      Rights as LC Participant.......................................................    82
         (f)      Sharing of Set-Offs and Other Payments.........................................    83
         (g)      Investments....................................................................    83
         (h)      Benefit of this Section........................................................    83
         (i)      Resignation....................................................................    84
         (j)      Other Lender Parties...........................................................    84
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (C0NTINUED)

<TABLE>
<S>                                                                                                  <C>
12.      ASSIGNMENTS AND PARTICIPATIONS..........................................................    84

13.      INDEMNIFICATION.........................................................................    86

14.      MISCELLANEOUS...........................................................................    87

</TABLE>

SCHEDULES AND EXHIBITS:

SCHEDULE I         LC PARTICIPANT SCHEDULE

EXHIBIT A          LETTER OF CREDIT REQUEST

EXHIBIT B          CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS

EXHIBIT C          BORROWING BASE REPORT

EXHIBIT D          CASH FLOW REPORT

EXHIBIT E          ENVIRONMENTAL COMPLIANCE CERTIFICATE

EXHIBIT F          OPEN POSITION REPORT

EXHIBIT G          VOLUME REPORT

                                      iii

<PAGE>

                           LETTER OF CREDIT AGREEMENT

         LETTER OF CREDIT AGREEMENT, dated as of February 11, 2003 (as amended,
supplemented or otherwise modified from time to time, and including all
Schedules and Exhibits attached hereto, this "AGREEMENT"), among EOTT ENERGY
OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership ("EOTT OLP"), EOTT
ENERGY CANADA LIMITED PARTNERSHIP, a Delaware limited partnership ("EOTT
CANADA"), EOTT ENERGY LIQUIDS, L.P., a Delaware limited partnership ("EOTT
LIQUIDS"), EOTT ENERGY PIPELINE LIMITED PARTNERSHIP, a Delaware limited
partnership ("EOTT PIPELINE", and together with EOTT Canada and EOTT Liquids,
each an "ADDITIONAL OBLIGOR" and collectively, the "ADDITIONAL OBLIGORS", and
the Additional Obligors together with EOTT OLP, on a joint and several basis,
the "BORROWERS"), EOTT ENERGY LLC, a Delaware limited liability company ("EOTT
LLC"), EOTT ENERGY GENERAL PARTNER, L.L.C., a Delaware limited liability company
("EOTT GP", and together with EOTT LLC, each a "GUARANTOR" and collectively, the
"GUARANTORS", and together with the Borrowers, each a "CREDIT PARTY" and
collectively, the "CREDIT PARTIES"), STANDARD CHARTERED BANK, a banking
institution organized and existing under the laws of England and Wales, as
administrative agent for the LC Participants (as defined below) (in such
capacity, the "LC AGENT" and in its individual capacity, "STANDARD CHARTERED")
and as LC Issuer and Collateral Agent hereunder, and each of the banks or other
lending institutions which is a party hereto (as evidenced by the signature
pages of this Agreement) or which may from time to time become a party hereto or
any successor or assignee thereof (each an "LC PARTICIPANT" and collectively,
the "LC PARTICIPANTS").

         WHEREAS, on or about April 23, 2002, EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline (collectively, the "PREPETITION BORROWERS"), EOTT
Energy Partners, L.P., a Delaware limited partnership ("EOTT MLP") and EOTT GP,
as guarantors, the lenders party thereto (the "PREPETITION LENDERS"), and
Standard Chartered as administrative agent for the Prepetition Lenders (the
"PREPETITION AGENT") and letter of credit issuer thereunder (the "PREPETITION LC
ISSUER") entered into that certain Second Amended and Restated Reimbursement,
Loan and Security Agreement (the "PREPETITION CREDIT AGREEMENT"), pursuant to
which the Prepetition Lenders and the Prepetition LC Issuer provided credit
extensions to the Prepetition Borrowers on the terms and conditions set forth
therein;

         WHEREAS, on October 8, 2002 (the "FILING DATE"), the Credit Parties (or
their predecessor entities, as the case may be), filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (as defined below) (jointly
administered under Chapter 11 Case No. 02-21730) (the "CASES") in the United
States Bankruptcy Court for the Southern District of Texas, Corpus Christi
Division (the "BANKRUPTCY COURT");

         WHEREAS, in connection with the Cases, EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline (collectively, the "DIP BORROWERS"), EOTT MLP and
EOTT GP (collectively, the "DIP GUARANTORS", and together with the DIP
Borrowers, the "DEBTORS"), the lenders party thereto (the "DIP LC
PARTICIPANTS"), and Standard Chartered as administrative agent for the DIP LC
Participants (the "DIP LC AGENT") and letter of credit issuer thereunder (the
"DIP LC ISSUER"), entered into that certain Debtor in Possession Letter of
Credit Agreement, dated as of October 18, 2002 (as amended, restated,
supplemented, amended and

<PAGE>

restated or otherwise modified from time to time, the "DIP LC AGREEMENT")
pursuant to which the DIP LC Participants and the DIP LC Issuer extended credit
to the DIP Borrowers on the terms set forth therein;

         WHEREAS, pursuant to the DIP LC Agreement, the DIP LC Issuer has issued
and will issue certain DIP Letters of Credit which will be outstanding and
undrawn as of the Closing Date, together with additional amounts for certain
contingent claims for reimbursement, indemnification and the like, the
obligations of the DIP Borrowers in respect thereof being guaranteed by the DIP
Guarantors;

         WHEREAS, on February 12, 2003, a hearing (the "CONFIRMATION HEARING")
is scheduled in the Bankruptcy Court with respect to confirmation of the
Reorganization Plan (as defined herein) of the Debtors;

         WHEREAS, as a condition to the effectiveness of the Reorganization Plan
the Debtors shall have paid in full, in cash, all amounts due and payable on the
Closing Date under the DIP LC Agreement, and the DIP Letters of Credit and other
amounts accrued thereunder shall be provided for as set forth in this Agreement;

         WHEREAS, the Borrowers have requested that Standard Chartered and the
other LC Participants provide financing to the Borrowers pursuant to this
Agreement, pursuant to which Standard Chartered and the other LC Participants
would extend to Borrowers a letter of credit facility not to exceed at any one
time outstanding $325,000,000 (as such amount may be reduced or terminated
pursuant to this Agreement and subject to availability under the Borrowing Base
(as defined herein)), to be made available in the form of letters of credit
issued from time to time by the LC Issuer at the request and for the account of
Borrowers, to be used by the Borrowers as provided in Section 2(a)(ii)(4);

         WHEREAS, subject to the Intercreditor Agreement (as defined herein),
the Credit Parties desire to secure all of the Obligations hereunder and under
the Credit Documents by granting to the Collateral Agent, for the benefit of the
Secured Parties (as defined herein), a perfected first-priority Lien in the
Collateral;

         WHEREAS, each of the Guarantors will derive substantial direct and
indirect benefit from the credit made available by the LC Participants and the
LC Issuer to the Borrowers; and

         WHEREAS, the Guarantors are willing to guarantee the reimbursement and
other obligations of the Borrowers hereunder;

         NOW, THEREFORE, in consideration of these premises and the mutual
undertakings set forth herein, the parties hereto hereby agree as follows:

                                       2

<PAGE>

1.       DEFINITIONS AND RULES OF INTERPRETATION. As used in this Agreement,
unless otherwise defined herein, all terms used herein which are defined in
Article 1 or Article 9 of the UCC (as in effect from time to time) shall have
the meanings set forth therein unless otherwise defined in this Agreement, and
all references to the plural herein shall also mean the singular. As used in
this Agreement, each of the following terms has the meaning given to such term
in this Section 1 or in the Sections and subsections referred to below:

         "ACCEPTABLE ISSUER" means any national or state bank or trust company
         which is organized under the laws of the United States of America or
         any state thereof, or any branch licensed to operate under the laws of
         the United States of America or any state thereof which is a branch of
         a bank organized under any country which is a member of the
         Organization for Economic Cooperation and Development, in each case
         which has capital, surplus and undivided profits of at least
         $500,000,000 and whose commercial paper is rated at least P-1 by
         Moody's or A-1 by S&P.

         "ACCOUNT" has the meaning given that term in the UCC.

         "ACCOUNT DEBTOR" means any Person who is or who may become obligated
         under, with respect to, or on account of, an Account.

         "ADMINISTRATIVE AGENTS" means the Term Lender Agent and the LC Agent.

         "AFFILIATE" means, as to any Person, each other Person that directly or
         indirectly (through one or more intermediaries or otherwise) controls,
         is controlled by, or is under common control with, such Person. A
         Person shall be deemed to be "controlled by" any other Person if such
         other Person possesses, directly or indirectly, power (i) to vote 5% or
         more of the securities (on a fully diluted basis) having ordinary
         voting power for the election of directors or managing general partners
         or (ii) to direct or cause the direction of the management and policies
         of such Person whether by contract or otherwise.

         "AGREEMENT" has the meaning set forth in the preamble.

         "ALTERNATE BASE RATE" means the higher of (i) the variable per annum
         rate of interest so designated from time to time by the LC Agent as its
         "base rate" and (ii) the Federal Funds Rate, plus one-half percent
         (0.5%) per annum, in each case, plus three percent (3%) per annum. The
         "base rate" is a reference rate and does not necessarily represent the
         lowest or best rate being charged to any customer of the LC Agent.
         Changes in the Alternate Base Rate resulting from changes in the "base
         rate" shall take place immediately without notice or demand of any
         kind.

         "APPLICABLE LENDING OFFICE" means with respect to any LC Participant,
         the office of such LC Participant specified as its "Applicable Lending
         Office" in the LC Participant Schedule, or such other office as such LC
         Participant may from time to time specify to the Borrower
         Representative and the LC Agent and, with respect to the LC Agent, the
         office, branch or agency through which it administers this Agreement.

                                       3

<PAGE>

         "APPLICABLE MARGIN" means the applicable margin set forth below that
         corresponds to the Average Daily Maximum Drawing Amount as determined
         on the last Business Day of each month:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
                                                    APPLICABLE MARGIN FOR
         AVERAGE DAILY MAXIMUM                        LETTERS OF CREDIT
            DRAWING AMOUNT                               (PER ANNUM)
-------------------------------------------------------------------------
<S>                                                 <C>
Less than or equal to                                       2.75%
$325,000,000 but greater than
$250,000,000
-------------------------------------------------------------------------
Less than or equal to                                       2.50%
$250,000,000 but greater than
$200,000,000
-------------------------------------------------------------------------
Less than or equal to                                       2.25%
$200,000,000
-------------------------------------------------------------------------
</TABLE>

         "APPRAISED VALUE OF ELIGIBLE FIXED ASSETS" means the value of Eligible
         Fixed Assets on an orderly liquidation basis as calculated from time to
         time by one or more independent appraisers selected by the LC Agent
         utilizing methodologies satisfactory to the LC Agent. Until revised as
         a result of subsequent appraisals, it is agreed that the aggregate
         Appraised Value of Eligible Fixed Assets is $125,000,000 (exclusive of
         the Credit Parties' linefill relating to Eligible Fixed Assets).

         "AUTHORIZED ACCOUNTS" has the meaning assigned to such term in the
         Intercreditor Agreement.

         "AVERAGE DAILY MAXIMUM DRAWING AMOUNT" means, for Letters of Credit for
         any month, the quotient of (i) the sum of the Maximum Drawing Amount
         for such Letter of Credit as it exists at 5:00 p.m., New York time, for
         each day of such month divided by (ii) the total number of days in such
         month.

         "BANKRUPTCY CODE" means Title 11, United States Code.

         "BANKRUPTCY COURT" has the meaning set forth in the recitals.

         "BENEFICIARY" means any beneficiary identified in any Letter of Credit.

         "BIG WARRIOR SETTLEMENT" means the payment by EOTT Pipeline of an
         amount not exceeding $1,800,000 in cash to Big Warrior Corporation, and
         issuance of a promissory note in original principal amount of up to
         $2,700,000 by EOTT Pipeline in favor of Big Warrior Corporation, all as
         part of the settlement of Big Warrior Corp. v. EOTT Energy Corp., No.
         2:02CV749PG (S.D. Miss.) filed August 5, 2002.

         "BORROWER EXPENSES" means, whether or not the transactions contemplated
         hereby shall be consummated, (a) any and all sums, costs and expenses
         incurred in connection with

                                       4

<PAGE>

         (i) the preparation and negotiation of this Agreement, the other Credit
         Documents and any related agreements or instruments, together with any
         amendments or supplements hereto or thereto, (ii) defending,
         protecting, maintaining or enforcing the security interests granted
         herein or in defending, collecting or attempting to collect the
         Obligations, including, without limitation, all search, filing and
         recording fees, taxes, attorneys' fees, legal expenses, (b) reasonable
         and documented fees, expenses and disbursements of the LC Agent's
         Special Counsel, and any local counsel to the LC Agent, incurred in
         connection with (i) the preparation, administration, interpretation or
         syndication of the Credit Documents and other instruments mentioned
         hereunder, and any amendments, modifications, approvals, consents or
         waivers hereto or hereunder of any of the Credit Documents or (ii)
         services rendered in connection with representing the DIP Collateral
         Agent, DIP LC Agent, the DIP LC Participants and the DIP LC Issuer in
         the Cases, (c) the reasonable fees, expenses and disbursements of the
         LC Agent and any of its affiliates incurred by the LC Agent or such
         affiliate in connection with the preparation, administration,
         interpretation or syndication of the Credit Documents and other
         instruments mentioned herein, including all appraisal charges and
         charges of other professionals retained by the LC Agent, and all title
         insurance premiums and surveyor, engineering, appraisal and examination
         charges, and (d) the reasonable and documented (to the reasonable
         satisfaction of the Borrowers) fees and expenses of KPMG (and any
         successor thereto) and any other advisors retained by the LC Agent,
         including those retained in connection with the Cases.

         "BORROWERS" has the meaning set forth in the preamble.

         "BORROWER REPRESENTATIVE" means, for purposes of making Letter of
         Credit Requests to the LC Agent, receiving Letters of Credit from the
         LC Issuer, and otherwise communicating with the LC Agent on behalf of
         the Borrowers, and taking any action required under this Agreement on
         behalf of the Borrowers (and all of the Borrowers shall be bound
         thereby), including consent to and any modifications, amendments or
         supplements to this Agreement or related documents, EOTT OLP.

         "BORROWING BASE" means, as of any date of determination:

         (i)      the sum of the following as of such date of determination
         (without duplication):

                  (A)      100% of Eligible Cash Equivalents; plus

                  (B)      90% of Tier I Eligible Receivables; plus

                  (C)      85% of Tier II Eligible Receivables; plus

                  (D)      90% of Tier I Eligible Crude/Product/Liquid
                           Deliveries; plus

                  (E)      85% of Tier II Eligible Crude/Product/Liquid
                           Deliveries; plus

                  (F)      80% of the Appraised Value of Eligible Fixed Assets,
                           but in no event to exceed $125,000,000; plus

                                       5

<PAGE>

                  (G)      90% of NYMEX Hedged Eligible Inventory; plus

                  (H)      80% of Other Hedged Eligible Inventory; plus

                  (I)      80% of the Market Value of Unhedged Eligible
                           Inventory; plus

                  (J)      80% of Eligible Margin Deposits; plus

                  (K)      80% of all Undrawn Product Purchase Letters of
                           Credit; plus

                  (L)      So long as a Borrower shall own the MTBE Assets,
                           $65,000,000;

         (ii)     minus the following as of such date of determination (without
         duplication):

                  (A)      100% of First Purchase Crude Payables; plus

                  (B)      100% of Other Priority Claims; plus

                  (C)      110% of the aggregate net amounts payable by each
                           Borrower under all Hedging Contracts to which it is a
                           party; plus

                  (D)      The amount of any setoff or contra account to any
                           Eligible Receivable that could arise from an
                           obligation of any Borrower to sell or purchase crude
                           oil in any future month to the extent not otherwise
                           reflected as a reduction of Eligible Receivables,
                           such amount to be determined on an early termination
                           or mark to market basis;

         (iii)    minus the principal amount of loans outstanding and any
         accrued and unpaid interest, fees and expenses under the Lehman Credit
         Agreement;

         (iv)     minus all outstanding amounts under the Purchase Agreements,
         including all accrued and unpaid fees and expenses thereunder;

         provided, however, that on and after the date (x) four (4) months after
         the Closing Date, the LC Agent shall be entitled to reduce the
         percentage rates set forth above (the "ADVANCE RATES") other than under
         clauses (i)(A) and (i)(F) by up to two and one half percent (2.5%), and
         under clause (i)(F) by up to five percent (5%), and (y) eight (8)
         months after the Closing Date, the LC Agent shall be entitled to reduce
         the Advance Rates other than under clauses (i)(A) and (i)(F) by up to
         an additional two and one half percent (2.5%), and under clause (i)(F)
         by an additional five percent (5%), in each case by written notice to
         the Borrower Representative setting forth such revised Advance Rates.

         "BUSINESS DAY" means any day, other than a Saturday, Sunday or day
         which shall be in the State of New York a legal holiday or day on which
         banking institutions are required or authorized to close.

                                       6

<PAGE>

         "BUSINESS PLAN" shall be the initial Business Plan as defined in
         Section 2(f)(i)(12), as such Business Plan shall be updated pursuant to
         Section 6(d)(v).

         "CAPITAL EXPENDITURES" means for any period, Consolidated expenditures
         (including the aggregate amount of Capital Lease obligations incurred
         during such period) made by EOTT LLC and its Consolidated Subsidiaries
         to acquire or construct fixed assets, plant or equipment (including
         renewals, improvements or replacements, but excluding repairs) during
         such period and which, in accordance with GAAP, are classified as
         capital expenditures.

         "CAPITAL LEASE" means a lease with respect to which the lessee is
         required concurrently to recognize the acquisition of an asset and the
         incurrence of a liability in accordance with GAAP.

         "CASES" has the meaning set forth in the recitals.

         "CASH BUDGET" means the monthly projected cash flows set forth in the
         Post-Confirmation Projections, as supplemented from time to time
         pursuant to Section 6(d)(xiii).

         "CASH EQUIVALENTS" means Investments in:

                  (i)      marketable obligations, maturing within 12 months
                           after acquisition thereof, issued or unconditionally
                           guaranteed by the United States of America or an
                           instrumentality or agency thereof and entitled to the
                           full faith and credit of the United States of
                           America;

                  (ii)     demand deposits and time deposits (including
                           certificates of deposit) maturing within 180 days
                           from the date of deposit thereof, (A) with any office
                           of any LC Participant or (B) with a domestic office
                           of any national or state bank or trust company which
                           is organized under the Laws of the United States of
                           America or any state therein, which has capital,
                           surplus and undivided profits of at least
                           $500,000,000 and whose long-term certificates of
                           deposit are rated at least Aa3 by Moody's or AA- by
                           S&P;

                  (iii)    repurchase obligations with a term of not more than
                           seven days for underlying securities of the types
                           described in subsection (i) above entered into with
                           (A) any LC Participant or (B) any other commercial
                           bank meeting the specifications of subsection (ii)
                           above;

                  (iv)     commercial paper, other than commercial paper issued
                           by any Credit Party or its Affiliates, maturing
                           within 180 days after acquisition thereof and having
                           a rating of at least P-1 by Moody's or A-1 by S&P;
                           and

                  (v)      money market or other mutual funds substantially all
                           of whose assets comprise securities of the types
                           described in subsections (i) through (iv) above.

                                       7

<PAGE>

         "CASH FLOW REPORT" means a report prepared on the first Business Day of
         each month by the Borrower Representative reflecting as of the last day
         of the immediately preceding month EOTT LLC's and its Subsidiaries'
         cash flows for such month, on an actual (historical to EOTT MLP or EOTT
         LLC, as the case may be) and projected (forecast) basis, substantially
         in the form of Exhibit D hereto, and reflecting the cash flows
         attributable to each of the Designated Assets by facility as a separate
         item.

         "CASH WATERFALL" has the meaning set forth in the Intercreditor
         Agreement.

         "CERCLIS" means the Comprehensive Environmental Response, Compensation
         and Liability Information System List of the Environmental Protection
         Agency.

         "CHANGE IN CONTROL" means the occurrence of any of the following
         events: (i) any two or more of Tom Matthews, Steve Myers, Dana Gibbs,
         Lori Maddox and H. Keith Kaelber shall cease for any reason not
         reasonably acceptable to the Majority LC Participants to serve as, in
         the case of Mr. Matthews a director, and in the case of each other
         person, an executive officer, of EOTT LLC (unless any such officer
         shall have ceased to serve as a result of death, disability,
         termination for cause as determined by the EOTT LLC Board of Directors
         or other reason reasonably acceptable to Majority LC Participants) and
         such individual has not been replaced by Persons reasonably acceptable
         to the Majority LC Participants within a reasonable period of time, and
         (ii) any Person or group shall be the legal and beneficial owner
         (within the meaning of Rule 13d-3 under the Securities Exchange Act of
         1934, as amended) of 50% or more of the combined voting power of the
         then total membership interests (including all securities that are
         convertible into membership interests) of EOTT LLC.

         "CLOSING DATE" means the date agreed to by the Borrower Representative
         and the LC Agent for the initial Extensions of Credit under this
         Agreement, which date shall occur after the Confirmation Order becomes
         the Final Order of the Bankruptcy Court, but not before all of the
         conditions precedent in this Agreement for such Extension of Credit
         have been satisfied.

         "CLOSING DATE CERTIFICATE" means the officer's certificate delivered to
         the LC Agent pursuant to Section 2(f)(i)(12), attaching (a) the
         Post-Confirmation Projections, (b) the Business Plan, (c) the Security
         Schedule, (d) the Disclosure Schedule, (e) the initial Cash Budget and
         (f) a schedule of all changes anticipated to be made upon application
         of "fresh start" accounting to the financial statements of EOTT LLC and
         its Consolidated Subsidiaries that are reflected in the
         Post-Confirmation Projections.

         "COLLATERAL" has the meaning set forth in the Intercreditor Agreement.

         "COLLATERAL AGENT" means Standard Chartered, acting as collateral agent
         on behalf of the LC Issuer, the LC Participants, SCTSC, the Term
         Lenders and the Administrative Agents in accordance with the
         Intercreditor Agreement.

         "COMMITMENT FEE RATE" means one-half percent (0.5%) per annum.

                                       8

<PAGE>

         "COMMITMENT PERIOD" means the period from and including the date hereof
         until the Termination Declaration Date.

         "CONFIRMATION HEARING" has the meaning set forth in the recitals.

         "CONFIRMATION ORDER" means the order of the Bankruptcy Court, dated on
         or about the date of the Confirmation Hearing, and confirming the
         Reorganization Plan pursuant to Section 1129 of the Bankruptcy Code.

         "CONSOLIDATED" means the consolidation of any Person, in accordance
         with GAAP, with its properly consolidated Subsidiaries. References
         herein to a Person's Consolidated financial statements, financial
         position, financial condition, liabilities, etc. refer to the
         consolidated financial statements, financial position, financial
         condition, liabilities, etc. of such Person and its properly
         consolidated Subsidiaries.

         "CONSOLIDATED CURRENT ASSETS" means all assets of the Borrowers and
         their Subsidiaries on a Consolidated basis that, in accordance with
         GAAP, are properly classified as current assets, including (without
         duplication) all crude oil, refined petroleum products or natural gas
         liquids in pipeline or storage assets owned by a Borrower at the time
         of determination, valued in accordance with GAAP; provided, that
         "Consolidated Current Assets" shall exclude (i) all the fixed assets of
         the Designated Assets during the first three months following the
         Closing Date, and (ii) in the calculation thereof, those items
         enumerated in Permitted Adjustments.

         "CONSOLIDATED CURRENT LIABILITIES" means all Liabilities and other
         Indebtedness of the Borrowers and their Subsidiaries on a Consolidated
         basis that, in accordance with GAAP, are properly classified as current
         liabilities; provided, that "Consolidated Current Liabilities" shall
         exclude (i) Funded Debt, (ii) all the Liabilities and Indebtedness
         directly attributable to the Designated Assets during the first three
         months following the Closing Date, and (iii) in the calculation
         thereof, those items enumerated in Permitted Adjustments.

         "CONSOLIDATED EBIDA" means, for any period, the sum of (without
         duplication) (i) Consolidated Net Income (Loss) for such period, plus
         (ii) all interest expense that was deducted in determining such
         Consolidated Net Income (Loss), plus (iii) all depreciation,
         amortization (including amortization of good will and debt issue costs)
         and other non-cash charges (excluding any non-cash charge to the extent
         it represents an accrual of, or reserve for, cash disbursement for any
         of the next succeeding four Fiscal Quarters), minus (iv) all non-cash
         items of income that were included in determining such Consolidated Net
         Income (Loss) (excluding any non-cash item to the extent it represents
         an accrual for cash receipt in any of the next succeeding four Fiscal
         Quarters); provided, that "Consolidated EBIDA" shall exclude (x) all
         the foregoing items directly attributable to the Designated Assets
         during the first three months following the Closing Date, and (y) in
         the calculation thereof, those items enumerated in Permitted
         Adjustments.

         "CONSOLIDATED NET INCOME (LOSS)" means, for any period, EOTT MLP's or,
         as the case may be, EOTT LLC's Consolidated gross revenues for such
         period, including any cash

                                       9

<PAGE>

         dividends or distributions actually received from any other Person
         during such period, minus EOTT MLP's or, as the case may be EOTT LLC's
         Consolidated expenses and other proper charges against income
         (including taxes on income to the extent imposed), determined on a
         Consolidated basis after eliminating earnings or losses attributable to
         outstanding minority interests and excluding the net earnings of any
         Person other than a Subsidiary in which EOTT MLP or, as the case may
         be, EOTT LLC or any of its Subsidiaries has an ownership interest;
         provided, that "Consolidated Net Income (Loss)" shall exclude (i) gross
         revenues and expenses directly attributable to the Designated Assets
         during the first three months following the Closing Date, and (ii) in
         the calculation thereof, those items enumerated in Permitted
         Adjustments.

         "CONSOLIDATED TANGIBLE NET WORTH" means, at any time, (a) the
         Consolidated members' capital of EOTT LLC and its Subsidiaries plus (b)
         the principal amount of any payment-in-kind notes issued in lieu of
         cash payment of interest on the New Senior Notes less (c) Intangible
         Assets (to the extent included in determining such Consolidated
         members' capital). For this purpose "INTANGIBLE ASSETS" means, the
         amounts of (i) all write-ups subsequent to December 31, 2002 in the
         book value of any non-current asset owned by EOTT LLC or any
         Subsidiary, (ii) all investments in Persons that are not Subsidiaries,
         except to the extent included in Cash Equivalents, and (iii) all
         unamortized debt discount and expense (other than fees and expenses
         related to any Funded Debt), unamortized deferred charges, goodwill,
         Intellectual Property, organizational or research and developmental
         expenses and other intangible items (other than with respect to any
         Designated Asset); provided, that "Consolidated Tangible Net Worth"
         shall exclude (x) any Consolidated members' capital of EOTT LLC and its
         Subsidiaries to the extent directly attributable to the Designated
         Assets during the first three months following the Closing Date, and
         (y) in the calculation thereof, those items enumerated in Permitted
         Adjustments.

         "CONSOLIDATED TOTAL INTEREST EXPENSE" means, for any period, the
         aggregate amount of interest required to be paid or accrued by any
         Borrower or its Subsidiaries during such period on all Indebtedness of
         such Borrower and its Subsidiaries outstanding during all or any part
         of such period, whether such interest was or is required to be
         reflected as an item of expense or capitalized, including payments
         consisting of interest in respect of any Capital Lease or any Synthetic
         Lease, and including commitment fees, agency fees, facility fees,
         balance deficiency fees and similar fees or expenses in connection with
         the borrowing of money; provided, that "Consolidated Total Interest
         Expense" shall exclude (i) the Reduction Fee payable pursuant to
         Section 2(j)(ix); (ii) any such interest, fees or expenses to the
         extent directly attributable to the Designated Assets during the first
         three months following the Closing Date, (iii) in the calculation
         thereof, those items enumerated in Permitted Adjustments, and (iv) the
         principal amount of any payment-in-kind notes issued in lieu of cash
         payment of interest on the New Senior Notes.

         "CONTROL AGREEMENT" has the meaning set forth in the Intercreditor
         Agreement.

         "CREDIT DOCUMENTS" means, collectively (i) the Purchase Agreements and
         each and every other agreement, document, certificate or instrument
         between SCTSC and any Credit Party or otherwise made, executed or
         delivered by any Credit Party for the benefit

                                       10

<PAGE>

         of SCTSC that is entered into or delivered on or after the date hereof,
         (ii) this Agreement, the Letters of Credit, the Letter of Credit
         Requests, the Syndication Letter and each and every other agreement,
         document, certificate or instrument between any Lender Party, and any
         Credit Party or otherwise for the benefit of any Lender Party that is
         entered into or delivered on or after the date hereof and (iii) the
         Security Documents.

         "CREDIT PARTIES" has the meaning set forth in the preamble as of the
         date hereof, together with such other Persons who may from time to time
         become party to this Agreement pursuant to the terms hereof.

         "CRUDE OIL PURCHASE AGREEMENT" means that certain Second Amended and
         Restated Commodities Repurchase Agreement, dated as of the date hereof,
         by and among SCTSC and EOTT OLP (as amended, amended and restated,
         supplemented or otherwise modified from time to time).

         "CURRENTLY APPROVED BY THE LC AGENT" means such Person (including a
         limit on the maximum credit exposure to any such Person), storage
         location, pipeline, form of letter of credit, event, action, policy, or
         other matter, as the case may be, as reflected in the most recent
         written notice given by the LC Agent to the Borrower Representative as
         then being approved; provided, that, with respect to any Account
         Debtor, credit limit, inventory storage location, commodity broker,
         creditworthiness criteria or designation of Tier I Account Debtor or
         Tier II Account Debtor, the Borrower Representative shall make an
         initial determination as to their respective identities, levels,
         location or criteria, as applicable, subject to the consent of the LC
         Agent (which consent shall not be unreasonably withheld). Each such
         written notice will supersede and revoke each prior notice relating to
         the subject thereof.

         "DEBT RATING" means, with respect to a Person, the rating then in
         effect by a Rating Agency for the long term senior unsecured non-credit
         enhanced debt of such Person.

         "DEBTORS" has the meaning set forth in the recitals.

         "DEFAULT" means any Event of Default and any default, event or
         condition that would, with the giving of any requisite notices and the
         passage of any requisite periods of time, constitute an Event of
         Default.

         "DEFAULT RATE" means a rate per annum equal to (a) in the case of fees
         on any Letters of Credit, the rate that otherwise would be applicable
         to such fees plus 2% per annum; and (b) in the case of any other
         monetary Obligations, the Alternate Base Rate plus 2% per annum.

         "DEFICIENCY" has the meaning set forth in Section 2(j)(iv).

         "DESIGNATED ASSETS" means the following assets: (i) the MTBE Assets and
         (ii) the West Coast Assets.

         "DIP BORROWERS" has the meaning set forth in the recitals.

                                       11

<PAGE>

         "DIP COLLATERAL AGENT" means the Standard Chartered Bank as collateral
         agent under the DIP Intercreditor Agreement.

         "DIP GUARANTORS" has the meaning set forth in the recitals.

         "DIP INTERCREDITOR AGREEMENT" means that certain Intercreditor and
         Security Agreement, dated as of October 18, 2002, among the Debtors,
         the DIP LC Agent, the DIP LC Participants, SCTSC, the DIP Term Lender
         Agent, the DIP Term Lenders and the DIP Collateral Agent.

         "DIP LC AGENT" has the meaning set forth in the recitals.

         "DIP LC AGREEMENT" has the meaning set forth in the recitals.

         "DIP LC ISSUER" has the meaning set forth in the recitals.

         "DIP LC PARTICIPANTS" has the meaning set forth in the recitals.

         "DIP LETTERS OF CREDIT" means each of the letters of credit issued,
         extended or renewed by the DIP LC Issuer under the DIP LC Agreement.

         "DIP TERM LENDER AGENT" means Lehman Brothers, Inc. as term lender
         agent under the DIP Intercreditor Agreement.

         "DIP TERM LENDERS" means those certain lending institutions as term
         lenders under the DIP Intercreditor Agreement.

         "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached to the
         Closing Date Certificate, in form and substance satisfactory to the LC
         Agent.

         "ELIGIBLE ASSIGNEE" means (i) a commercial bank organized under the
         laws of the United States, or any state thereof or (ii) a commercial
         bank organized under the laws of any other country which is a member of
         the Organization for Economic Cooperation and Development, or a
         political subdivision of any such country, provided that such bank is
         acting through a branch or agency in the United States, and, in the
         case of each of (i) and (ii), has combined capital, surplus and
         undivided profits of at least $100,000,000; or (iii) a Person that is
         primarily engaged in the business of commercial banking and that is (A)
         a Subsidiary of an LC Participant, (B) a Subsidiary of a Person of
         which an LC Participant is a Subsidiary, or (C) a Person of which an LC
         Participant is a Subsidiary; or (iv) any other 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 the LC Agent.

         "ELIGIBLE CASH EQUIVALENTS" means Cash Equivalents in which any
         Borrower has lawful and absolute title, which are free from any express
         or implied at law Lien, trust or other beneficial interest, in which
         the Collateral Agent holds a fully perfected first-priority

                                       12

<PAGE>

         security interest prior to the rights of, and enforceable as such
         against, any other Persons pursuant to a Control Agreement.

         "ELIGIBLE CRUDE/PRODUCT/LIQUID DELIVERIES" means at the time of any
         determination thereof (without duplication), each Account representing
         an amount that will be, as reasonably determined in good faith by the
         Borrower Representative, an Account of any Borrower with respect to
         sales and deliveries of crude oil, refined petroleum products or NGLs
         made or committed to be made in each case under a firm written purchase
         and sale agreement but for which a Borrower has not yet issued an
         invoice to the purchaser, and as to which the following requirements
         have been fulfilled to the reasonable satisfaction of the LC Agent:

         (i)      such Borrower has lawful and absolute title to such Account;

         (ii)     such Account is a valid, legally enforceable obligation of an
                  Account Debtor payable in United States or Canadian dollars,
                  arising from the sale and delivery of crude oil, refined
                  petroleum products or NGLs to such Person in the United States
                  of America and/or Canada in the ordinary course of business of
                  such Borrower, to the extent of the volumes of crude oil,
                  refined petroleum products or NGLs delivered to such Person
                  prior to the date of determination;

         (iii)    there has been excluded from such Account (i) any portion that
                  is subject to any dispute, rejection, loss, non-conformance,
                  counterclaim, offset, deduction or other claim or defense on
                  the part of any Account Debtor or to any claim on the part of
                  any Account Debtor denying liability under such Account, (ii)
                  the amount of any account payable or other liability owed by
                  such Borrower to the Account Debtor on such Account, whether
                  or not a specific netting agreement may exist, excluding,
                  however, any portion of any such account payable or other
                  liability which is at the time in question covered by a Letter
                  of Credit, limited to the total amount of such Account and
                  (iii) the amount of any tax liability owed by such Borrower to
                  any governmental authority with respect to collections on such
                  Account;

         (iv)     such Borrower has the full and unqualified right to assign and
                  grant a security interest in such Account to the Collateral
                  Agent as security for the Obligations;

         (v)      such Account (A) represents the uninvoiced amount in respect
                  of volumes of crude oil, refined petroleum products or NGLs,
                  title to which was or will be assigned or otherwise
                  transferred by such Borrower during the month of determination
                  or the month immediately preceding or immediately following
                  the month of determination, (B) is governed by an enforceable
                  purchase and sale agreement and (C) and is not evidenced by
                  any promissory note or other instrument;

         (vi)     such Account is not subject to any Lien in favor of any Person
                  and is subject to a fully perfected first-priority security
                  interest in favor of the Collateral Agent pursuant to the
                  Credit Documents, prior to the rights of, and enforceable as
                  such

                                       13

<PAGE>

                  against, any other Person except for a Lien in respect of
                  First Purchase Crude Payables;

         (vii)    such Account will be due not more than 30 days following the
                  last day of the calendar month in which such Borrower's
                  invoice will be submitted unless payment thereof is secured by
                  a letter of credit from an Acceptable Issuer, in form
                  Currently Approved by the LC Agent;

         (viii)   such Account is not payable by an Account Debtor with more
                  than twenty percent (20%) of its Accounts to the Borrowers
                  that are outstanding more than 60 days from the invoice date;

         (ix)     the Account Debtor in respect of such Account (i) is located,
                  is conducting significant business or has significant assets
                  in the United States of America and/or Canada, (ii) is a
                  Person Currently Approved by the LC Agent, (iii) is not an
                  Affiliate of any Borrower (other than another Borrower or a
                  Guarantor), (iv) is not the subject of any event of the type
                  described in Section 8(h) and (v) has established a credit
                  limit with Borrower to whom such Account is owed in an amount
                  Currently Approved by the LC Agent;

         (x)      the Account Debtor in respect of such Account is not a
                  governmental authority, domestic or foreign; and

         (xi)     such Account is not the obligation of an Account Debtor as to
                  which the LC Agent determines in good faith that there is a
                  legitimate concern over the timing or collection of such
                  obligation.

         "ELIGIBLE FIXED ASSETS" means assets (other than, the Designated
         Assets) of any Borrower that (i) are included in Property, Plant and
         Equipment as reflected in the most current Consolidated balance sheet
         of EOTT LLC and its Subsidiaries, (ii) are subject to a fully perfected
         first-priority security interest (subject only to Permitted Liens) in
         favor of the Collateral Agent pursuant to the Security Documents prior
         to the rights of, and enforceable as such against, any other Person and
         (iii) have been appraised by an independent appraiser selected by the
         LC Agent. At the Closing Date hereof, Eligible Fixed Assets will
         include only the assets known as (i) the Mississippi/Alabama pipeline
         system and related Mobile terminal, (ii) the Kansas pipelines, (iii)
         the Oklahoma pipelines and (iv) the Rockies pipelines (which comprise
         of assets located in the states of Colorado, North Dakota, South
         Dakota, Wyoming, Montana and Nebraska).

         "ELIGIBLE INVENTORY" means inventories of crude oil or NGLs in which
         any Borrower has lawful and absolute title (or which are owned by SCTSC
         pursuant to the Crude Oil Purchase Agreement), which are (i) not
         subject to any Lien in favor of any Person (other than Permitted
         Inventory Liens), (ii) subject to a fully perfected first-priority
         security interest (subject only to Permitted Inventory Liens) in favor
         of the Collateral Agent pursuant to the Credit Documents securing all
         the Obligations prior to the rights of, and enforceable as such
         against, any other Person, (iii) located in storage locations
         (including pipelines) that are either (A) owned by a Credit Party or
         (B) Currently Approved by the

                                       14

<PAGE>

         LC Agent and (iv) otherwise satisfactory to the LC Agent in its sole
         discretion in terms of quality, quantity and such other matters as the
         LC Agent deems relevant (provided that such inventories shall not be
         located in or attributable to any Designated Asset), minus, the amount
         of any Permitted Inventory Lien on any such inventory. For the
         avoidance of doubt, inventories included in Eligible
         Crude/Product/Liquid Deliveries are excluded from Eligible Inventory.

         "ELIGIBLE MARGIN DEPOSIT" means the net equity value of investments by
         any Borrower in margin deposit accounts with commodities brokers
         Currently Approved by the LC Agent on nationally recognized exchanges
         subject to a perfected first-priority security interest in favor of the
         Collateral Agent or a three-party agreement among Borrower, the
         Collateral Agent and the depository institution, in form and substance
         satisfactory to the Collateral Agent.

         "ELIGIBLE RECEIVABLES" means at the time of any determination thereof
         (without duplication, each Account with respect to sales and deliveries
         by any Borrower of crude oil or NGLs, and as to which the following
         requirements have been fulfilled to the reasonable satisfaction of the
         LC Agent:

         (i)      such Borrower, or SCTSC pursuant to the Receivables Purchase
                  Agreement, has lawful and absolute title to such Account;

         (ii)     such Account is a valid, legally enforceable obligation of an
                  Account Debtor payable in United States or Canadian dollars,
                  arising from the sale and delivery of crude oil or NGLs to
                  such Person in the United States of America in the ordinary
                  course of business of such Borrower, to the extent of the
                  volumes of crude oil or NGLs delivered to such Person prior to
                  the date of determination;

         (iii)    there has been excluded from such Account (i) any portion that
                  is subject to any dispute, rejection, loss, non-conformance,
                  counterclaim, offset, deduction or other claim or defense on
                  the part of any Account Debtor or to any claim on the part of
                  any Account Debtor denying liability under such Account, (ii)
                  the amount of any account payable or other liability owed by
                  such Borrower to the Account Debtor on such Account, whether
                  or not a specific netting agreement may exist, excluding,
                  however, any portion of any such account payable or other
                  liability which is at the time in question covered by a Letter
                  of Credit and (iii) the amount of any tax liability owed by
                  such Borrower to any governmental authority with respect to
                  collections on such Account;

         (iv)     such Borrower has the full and unqualified right to assign and
                  grant a security interest in such Account to the Collateral
                  Agent as security for the Obligations;

         (v)      such Account is evidenced by an invoice rendered to the
                  Account Debtor, is governed by a purchase and sale agreement,
                  exchange agreement or other written agreement and is not
                  evidenced by any promissory note or other instrument;

         (vi)     such Account is not subject to any Lien in favor of any Person
                  and is subject to a fully perfected first-priority security
                  interest in favor of the Collateral Agent

                                       15

<PAGE>

                  pursuant to the Credit Documents, prior to the rights of, and
                  enforceable as such against, any other Person except for a
                  Lien in respect of First Purchase Crude Payables;

         (vii)    such Account is due not more than 30 days following the last
                  day of the calendar month in which the crude oil or NGLs
                  delivery occurred and is not more than 30 days past due
                  (except that any Account or group of Accounts of a single
                  Account Debtor, in either case in excess of $500,000 shall be
                  excluded from Eligible Receivables if not paid within five
                  days after the original invoice due date);

         (viii)   such Account is not payable by an Account Debtor with more
                  than twenty percent (20%) of its Accounts to any Borrower that
                  are outstanding more than 60 days from the invoice date;

         (ix)     the Account Debtor in respect of such Account (i) is located,
                  is conducting significant business or has significant assets
                  in the United States of America and/or Canada, (ii) is a
                  Person Currently Approved by the LC Agent , (iii) is not an
                  Affiliate of Borrower, (iv) is not the subject of any event of
                  the type described in Section 8(h) and (v) has established a
                  credit limit with a Borrower in an amount Currently Approved
                  by the LC Agent;

         (x)      the Account Debtor in respect of such Account is not a
                  governmental authority, domestic or foreign; and

         (xi)     such Account is not the obligation of an Account Debtor as to
                  which the LC Agent determines in good faith that there is a
                  legitimate concern over the timing or collection of such
                  obligation.

         "EMPLOYEE TRANSITION AGREEMENT" means that certain employee transition
         agreement, dated as of October 7, 2002, by and among the EOTT Parties
         and the Enron Parties.

         "ENRON" means Enron Corp., an Oregon corporation and
         debtor-in-possession in the Enron Bankruptcy Proceedings.

         "ENRON BANKRUPTCY PROCEEDINGS" means the actions under the petitions
         for relief filed by Enron and certain of its Affiliates under the
         Bankruptcy Code in the United States Bankruptcy Court for the Southern
         District of New York, In re Enron Corp., et al, jointly administered
         under Case No. 01-16034.

         "ENRON PARTIES" means Enron, Enron Energy Services, Inc. a Delaware
         corporation and a debtor in possession, Enron North America Corp., a
         Delaware corporation and 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 a
         debtor and a debtor in possession.

         "ENRON SETTLEMENT AGREEMENT" means the settlement agreement, dated as
         of October 7, 2002, by and among the EOTT Parties, the Enron Parties
         and EOTT Energy

                                       16

<PAGE>

         Corp. settling, among other things, certain claims owed by each of the
         EOTT Parties to the Enron Parties.

         "ENVIRONMENTAL LAWS" means the Resource Conservation and Recovery Act
         ("RCRA"), the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments
         and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act,
         the Federal Clean Air Act, the Toxic Substances Control Act, the
         Occupational Safety and Health Act, the Atomic Energy Act of 1954, and
         any other federal, state, local or foreign law, statute, treaty,
         regulation, ordinance, rule, regulation, order, decree, judgment,
         permit, concession, franchise, license, agreement or other governmental
         restriction, relating to health, safety or the environment now in
         effect or hereafter amended or enacted.

         "EOTT CANADA" has the meaning set forth in the preamble.

         "EOTT FINANCE CORP." means EOTT Energy Finance Corp., a Delaware
         corporation.

         "EOTT GP" has the meaning set forth in the preamble.

         "EOTT LIQUIDS" has the meaning set forth in the preamble.

         "EOTT LLC" has the meaning set forth in the preamble.

         "EOTT MLP" has the meaning set forth in the recitals.

         "EOTT OLP" has the meaning set forth in the preamble.

         "EOTT PARTIES" means the Borrowers and the Guarantors.

         "EOTT TERMINAL" means any storage terminal, tankage or facility owned
         by any Borrower.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time, together with all rules and regulations
         promulgated with respect thereto.

         "ERISA AFFILIATE" means each Credit Party and all other Persons that,
         together with such Credit Party, are treated as a single employer under
         Section 414 of the Tax Code.

         "ERISA PLAN" means any employee pension benefit plan subject to Title
         IV of ERISA maintained by any ERISA Affiliate with respect to which any
         Credit Party has a fixed or contingent Liability.

         "EVENT OF DEFAULT" means the occurrence of any event described in
         Section 8 of this Agreement.

         "EXTENSION OF CREDIT" means (i) the issuance of a Letter of Credit or
         the amendment of any Letter of Credit having the effect of extending
         the stated termination date thereof or

                                       17

<PAGE>

         increasing the maximum amount available to be drawn thereunder and (ii)
         the funding of a participation in an unpaid Matured LC Obligation. The
         initial Extensions of Credit shall occur on the Closing Date with the
         conversion of the DIP Letters of Credit to Letters of Credit hereunder
         pursuant to Section 2(a)(i).

         "FACILITY FEE" has the meaning set forth in Section 2(j)(vii).

         "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest 1/1000th of one percent) equal to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day;
         provided, however, that (i) if the day for which such rate is to be
         determined is not a Business Day, the Federal Funds Rate for such day
         shall be such rate on such transactions on the next preceding Business
         Day as so published on the next succeeding Business Day and (ii) if
         such rate is not so published for any day, the Federal Funds Rate for
         such day shall be the average rate quoted to the LC Agent on such day
         on such transactions as determined by the LC Agent.

         "FINAL ORDER" means an order, judgment or other decree of the
         Bankruptcy Court or any other court, judicial body or Tribunal with
         proper jurisdiction, as the case may be, which is in full force and
         effect and which has not been reversed, stayed, modified or amended and
         as to which (i) any right to appeal or seek certiorari, review or
         rehearing has been waived or (ii) the time to appeal or seek
         certiorari, review or rehearing has expired and as to which no appeal,
         position for certiorari, review or rehearing has been filed and is
         either pending or has been stayed.

         "FIRST PURCHASE CRUDE PAYABLES" means the unpaid amount of any payable
         obligation related to the purchase of crude oil by any Borrower that
         the LC Agent determines will be secured by a statutory Lien, including
         but not limited to the statutory Liens, if any, created under the laws
         of Alabama, Arkansas, Colorado, Kansas, Louisiana, Mississippi,
         Montana, Nebraska, New Mexico, North Dakota, Oklahoma, South Dakota,
         Texas or any other state to the extent such payable obligation is not
         at the time in question covered by a Letter of Credit.

         "FISCAL QUARTER" means a three-month period ending on March 31, June
         30, September 30 or December 31 of any year.

         "FISCAL YEAR" means a twelve-month period ending on December 31 of any
         year.

         "FIXED PRICE CONTRACT" means a purchase or sale contract for crude oil,
         refined petroleum products or NGLs where the price has been fixed.

         "FUNDED DEBT" means Indebtedness of a Credit Party described in any of
         clauses (i) through (iii) or (v) through (xii) of the definition of
         "Indebtedness."

                                       18

<PAGE>

         "GAAP" means those generally accepted accounting principles and
         practices recognized as such by the Financial Accounting Standards
         Board (or any generally recognized successor).

         "GOVERNING BODY" means the board of directors or other body having the
         power to direct or cause the direction of the management and policies
         of a Person that is a corporation, partnership, trust or limited
         liability company.

         "GUARANTORS" has the meaning set forth in the preamble.

         "HAZARDOUS MATERIALS" means any substances regulated under any
         Environmental Law, whether as pollutants, contaminants or chemicals, as
         industrial, toxic or hazardous substances or wastes or otherwise.

         "HEDGING CONTRACT" means (i) any agreement providing for options,
         swaps, floors, caps, collars, forward sales or forward purchases
         involving interest rates, commodities or commodity prices, equities,
         currencies, bonds or indexes based on any of the foregoing, (ii) any
         option, futures or forward contract traded on an exchange and (iii) any
         other derivative agreement or other similar agreement or arrangement,
         excluding in the case of subsection (i), (ii) and (iii), for purposes
         of Section 7(d) only, any such agreement or contract covering crude
         oil, refined oil products or NGLs that is entered into by a Borrower
         (A) in the ordinary course of business, (B) in accordance with the then
         effective Risk Management Policies and (C) not for speculative
         purposes.

         "HIGHEST LAWFUL RATE" means, with respect to each Lender Party to whom
         Obligations are owed, the maximum nonusurious rate of interest that
         such Lender Party is permitted under applicable Law to contract for,
         take, charge or receive with respect to such Obligations. All
         determinations herein of the Highest Lawful Rate or of any interest
         rate determined by reference to the Highest Lawful Rate shall be made
         separately for each Lender Party as appropriate to assure that the
         Credit Documents are not construed to obligate any Person to pay
         interest to any Lender Party at a rate in excess of the Highest Lawful
         Rate applicable to such Lender Party.

         "INDEBTEDNESS" of any Person means its Liabilities (without
         duplication) in any of the following categories:

         (i)      Liabilities for borrowed money,

         (ii)     Liabilities constituting an obligation to pay the deferred
                  purchase price of property or services,

         (iii)    Liabilities evidenced by a bond, debenture, note or similar
                  instrument,

         (iv)     Liabilities that would be required under GAAP to be shown on
                  such Person's balance sheet as a liability,

         (v)      Liabilities arising under Hedging Contracts (on a net basis to
                  the extent netting is provided for in the applicable Hedging
                  Contract),

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<PAGE>

         (vi)     Liabilities constituting principal under Capital Leases,

         (vii)    Liabilities arising under conditional sales or other title
                  retention agreements,

         (viii)   Liabilities owing under direct or indirect guaranties of
                  Liabilities of any other Person or otherwise constituting
                  obligations to purchase or acquire or to otherwise protect or
                  insure a creditor against loss in respect of Liabilities of
                  any other Person (such as obligations under working capital
                  maintenance agreements, agreements to keep-well or agreements
                  to purchase Liabilities, assets, goods, securities or
                  services), but excluding endorsements in the ordinary course
                  of business of negotiable instruments in the course of
                  collection,

         (ix)     Liabilities consisting of an obligation to purchase or redeem
                  commodities, securities or other property, if such Liabilities
                  arise out of or in connection with the sale or issuance of the
                  same or similar commodities, securities or property (for
                  example, repurchase agreements, mandatorily redeemable
                  preferred stock and sale/leaseback agreements),

         (x)      Liabilities with respect to letters of credit or applications
                  or reimbursement agreements therefor,

         (xi)     Liabilities with respect to banker's acceptances or

         (xii)    Liabilities with respect to obligations to deliver goods or
                  services in consideration of advance payments therefor;

         provided, however, that the "INDEBTEDNESS" of any Person shall not
         include Liabilities that were incurred in the ordinary course of
         business by such Person on ordinary trade terms to vendors, suppliers
         or other Persons providing goods and services for use by such Person in
         the ordinary course of its business, unless and until such Liabilities
         are outstanding more than 120 days after the date the respective goods
         are delivered or the respective services are rendered, other than
         Liabilities contested in good faith by appropriate proceedings, if
         required, and for which adequate reserves are maintained on the books
         of such Person in accordance with GAAP.

         "INDENTURE TRUSTEE" means The Bank of New York, a New York banking
         corporation, or its successor, or such other Person as shall be
         acceptable to the LC Agent, in its capacity as indenture trustee under
         the Senior Notes Indenture.

         "INITIAL FINANCIAL STATEMENTS" means the unaudited Consolidated balance
         sheet of EOTT MLP and its Subsidiaries as of December 31, 2002 and the
         related Consolidated income statements, statements of cash flows and
         partners' capital for the year ended December 31, 2002.

         "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
         copyrights, technology, software, know-how and processes used in or
         necessary for the conduct of the business of the Credit Parties as
         currently conducted or anticipated to be conducted

                                       20

<PAGE>

         that are material to the condition (financial or otherwise), business
         or operations of the Credit Parties, taken as a whole.

         "INTERCREDITOR AGREEMENT" means that certain Intercreditor and Security
         Agreement, dated on or about the Closing Date, among the Credit
         Parties, the LC Agent, the LC Participants, SCTSC, the Term Lender
         Agent, the Term Lenders and the Collateral Agent, as amended, amended
         and restated, supplemented, or otherwise modified from time to time.

         "INVESTMENT" means any investment made, directly or indirectly in any
         Person, whether by acquisition of shares of capital stock, Indebtedness
         or other obligations or securities or by loan, advance, capital
         contribution or otherwise and whether made in cash, by the transfer of
         property or by any other means.

         "IP COLLATERAL" means the Intellectual Property that constitutes
         Collateral.

         "KPMG" means KPMG L.L.P., acting as financial advisor to the LC Agent's
         Special Counsel.

         "LAW" means any statute, law, regulation, ordinance, rule, treaty,
         judgment, order, decree, permit, concession, franchise, license,
         agreement or other governmental restriction of the United States or any
         state or political subdivision thereof or of any foreign country or any
         department, province or other political subdivision thereof.

         "LC AGENT" has the meaning set forth in the preamble.

         "LC AGENT'S SPECIAL COUNSEL" means Lovells and Bingham McCutchen LLP or
         such other counsel as may be approved by the LC Agent.

         "LC COLLATERAL" has the meaning set forth in Section 2(e)(i).

         "LC CONDITIONS" has the meaning set forth in Section 2(a)(ii).

         "LC ISSUER" means Standard Chartered, in its capacity as an issuer of
         Letters of Credit hereunder, its successors in such capacity and any
         other LC Participant appointed by the LC Agent as an LC Issuer
         hereunder in place of or in addition to Standard Chartered; provided,
         however, such appointment shall have been approved by the Majority LC
         Participants.

         "LC OBLIGATIONS" means, as of any date of determination, the sum of all
         Matured LC Obligations, plus the Maximum Drawing Amount under all
         Letters of Credit then outstanding.

         "LC PARTICIPANT SCHEDULE" means Schedule I hereto.

         "LC PARTICIPANTS" has the meaning set forth in the preamble.

                                       21

<PAGE>

         "LEHMAN CREDIT AGREEMENT" means the Term Loan Agreement, dated as of
         the date hereof, among the Credit Parties, the Term Lenders and the
         Term Lender Agent, as amended, amended and restated, supplemented, or
         otherwise modified from time to time evidencing loans from the lenders
         thereunder to the Borrowers an aggregate principal amount of
         $75,000,000.00.

         "LENDER PARTIES" means the LC Agent, the LC Issuer, and each LC
         Participant.

         "LETTER OF CREDIT" means a letter of credit issued (or deemed issued)
         by the LC Issuer hereunder at the application of the Borrower
         Representative.

         "LETTER OF CREDIT FEE" means, with respect to each Letter of Credit for
         each month or a portion thereof while such Letter of Credit remains
         outstanding, a fee equal to the product of (i) the Applicable Margin
         for Letters of Credit and (ii) the Average Daily Maximum Drawing Amount
         thereof.

         "LETTER OF CREDIT REQUEST" means a request in the form and substance of
         Exhibit A or substantially in such form as the LC Issuer may from time
         to time prescribe delivered by the Borrower Representative to the LC
         Issuer in accordance with the provisions of this Agreement.

         "LIABILITIES" means, as to any Person, all Indebtedness, liabilities
         and obligations of such Person, whether matured or unmatured,
         liquidated or unliquidated, primary or secondary, direct or indirect,
         absolute, fixed or contingent, and whether or not required to be
         considered pursuant to GAAP.

         "LIEN" means, with respect to any property or assets, any right or
         interest therein of a creditor to secure Liabilities owed to it or any
         other arrangement with such creditor which provides for the payment of
         such Liabilities out of such property or assets or which allows such
         creditor to have such Liabilities satisfied out of such property or
         assets prior to the general creditors of any owner thereof, including
         any lien, mortgage, security interest, pledge, deposit, production
         payment, rights of a vendor under any title retention or conditional
         sale agreement or lease substantially equivalent thereto, tax lien,
         mechanic's or materialman's lien or any other charge or encumbrance for
         security purposes, whether arising by law or agreement or otherwise,
         but excluding any right of offset that arises without agreement in the
         ordinary course of business. "LIEN" also means any filed financing
         statement, any registration of a pledge (such as with an issuer of
         uncertificated securities) or any other arrangement or action that
         would serve to perfect a Lien described in the preceding sentence,
         regardless of whether such financing statement is filed, such
         registration is made or such arrangement or action is undertaken before
         or after such Lien exists.

         "MAJORITY LC PARTICIPANTS" means as of any date, (a) if there are two
         (2) or fewer LC Participants, all LC Participants and (b) if there are
         more than two (2) LC Participants, LC Participants whose aggregate
         Percentage Shares equal or exceed sixty-six and two-thirds percent
         (66-2/3%).

                                       22

<PAGE>

         "MARKET PRICE" means, on each day, a spot price for the inventory of
         crude oil or NGLs being valued, determined by published prices and
         methodology as Currently Approved by the LC Agent at the time of
         determination.

         "MARKET VALUE OF UNHEDGED ELIGIBLE INVENTORY" means, with respect to
         any volume of Unhedged Eligible Inventory, the net proceeds that would
         be realized upon an immediate sale thereof for cash at the Market Price
         and otherwise on an as-is/where-is basis pursuant to foreclosure of the
         Liens thereon in favor of the Collateral Agent.

         "MATERIAL ADVERSE CHANGE" means a material and adverse change, from the
         state of affairs since December 31, 2002, including any such change
         (other than any Permitted Adjustment, in and of itself) that may result
         from the settlement, discharge, release or other resolution of, or any
         change that may result from any development or event affecting any
         matter disclosed in the Disclosure Schedule, or as represented or
         warranted in any Credit Document, to (i) EOTT LLC's (or its predecessor
         entity's) Consolidated financial condition, operations, properties,
         business or prospects, considered as a whole, (ii) the Borrowers'
         ability to timely pay the Obligations or (iii) the enforceability of
         any Credit Document or any Lien granted pursuant thereto.

         "MATURED LC OBLIGATIONS" means all amounts paid by LC Issuer on drafts
         or demands for payment drawn or made under or purported to be under any
         Letter of Credit and all other amounts due and owing to LC Issuer under
         any Letter of Credit Request.

         "MATURITY DATE" means the date which is the earlier of (a) eighteen
         (18) calendar months after the Closing Date and (b) August 30, 2004.

         "MAXIMUM COMMITMENT" means $325,000,000, as such amount may be reduced
         from time to time as provided in Section 2.

         "MAXIMUM DRAWING AMOUNT" means, at any time, the maximum amounts that
         LC Issuer might then or thereafter be called upon to advance under any
         Letter of Credit issued by LC Issuer then outstanding (including any
         Letter of Credit converted from DIP Letters of Credit) or, if the
         context requires, the sum of all such amounts under all such Letters of
         Credit.

         "MONTHLY PAYMENT DATE" means the first Business Day of each month.

         "MOODY'S" means Moody's Investors Service, Inc., or its successor.

         "MTBE ASSETS" means the MTBE facility in Harris County, Texas and the
         Mont Belvieu Storage Facility and Grid in Chambers, Harris and
         Galveston Counties, Texas.

         "NEW GP INTEREST" means the entire general partner interest in EOTT MLP
         following the Effective Date (as defined in the Reorganization Plan) of
         the Reorganization Plan.

         "NEW LLC UNITS" means the units of member interests in EOTT LLC to be
         issued by EOTT LLC pursuant to the Reorganization Plan.

                                       23

<PAGE>

         "NEW LP INTEREST" means the entire limited partner interest in EOTT MLP
         following the Effective Date (as defined in the Reorganization Plan) of
         the Reorganization Plan.

         "NEW SENIOR NOTES" means the 9% Senior Notes due 2009 in the original
         principal amount of up to $104,000,000, together with all
         payment-in-kind notes in an aggregate principal amount not to exceed
         $10,660,000, in each case issued by EOTT LLC pursuant to the Senior
         Notes Indenture and the Reorganization Plan.

         "NGLS" means liquid hydrocarbon products extracted from a natural gas
         stream, including ethane, propane, normal butane, isobutane and natural
         gasoline.

         "NYMEX" means the New York Mercantile Exchange.

         "NYMEX HEDGED ELIGIBLE INVENTORY" means Eligible Inventory which has
         been hedged for delivery within the next 190 days by a contract on the
         NYMEX arranged through brokers approved by the LC Agent and with whom a
         three-party agreement among any Borrower, the Collateral Agent and such
         broker has been entered in form and substance satisfactory to the
         Collateral Agent or otherwise hedged in a manner satisfactory to the LC
         Agent (it being understood that any such Eligible Inventory which has
         been sold to SCTSC pursuant to the Crude Oil Purchase Agreement shall
         be included in "NYMEX Hedged Eligible Inventory"). The value of NYMEX
         Hedged Eligible Inventory shall be the volume of the inventory times
         the Market Price.

         "OBLIGATION" means any part of the Obligations.

         "OBLIGATIONS" shall mean and include any and all Indebtedness,
         Liabilities, and obligations of every kind, nature and description of
         each Credit Party to any Lender Party, or any of them, however
         evidenced, arising under this Agreement or the other Credit Documents,
         whether now existing or hereafter arising, whether direct or indirect,
         absolute or contingent, joint and/or several, due or not due, primary
         or secondary, liquidated or unliquidated, secured or unsecured, or on
         original, renewed or extended terms and whether arising directly or
         acquired by LC Participants from any other party to the Credit
         Documents (including, without limitation, participations or interests
         of any LC Participant in the obligations of any Credit Party to
         others), whether incurred by any Credit Party as principal, surety,
         endorser, guarantor, accommodation party, indemnitor or otherwise.

         "OFFSETTING POSITION" means any offsetting sale or Purchase Agreements,
         an offsetting NYMEX contract, an offsetting physical inventory position
         (excluding tank bottoms and pipeline linefill inventory classified as a
         long term asset and working inventory not held for resale) or an
         offsetting swap, collar or option contract, in each case eliminating
         price risk and substantially all basis risk.

         "OLD SENIOR NOTES" means the 11% Senior Notes due 2009 in the original
         principal amount of $235,000,000 issued by EOTT MLP, which shall be
         discharged pursuant to the Reorganization Plan.

                                       24

<PAGE>

         "OPEN POSITION" means, with respect to crude oil inventory or crude oil
         purchase or sale contracts, any position that does not have an
         Offsetting Position.

         "ORGANIZATIONAL DOCUMENTS" means the documents (including Bylaws, if
         applicable) pursuant to which a Person that is a corporation,
         partnership, trust or limited liability company is organized.

         "OTHER HEDGED ELIGIBLE INVENTORY" means Eligible Inventory (other than
         NYMEX Hedged Eligible Inventory) which has been hedged with a contract
         for physical delivery to a counterparty whose Account would qualify as
         a Tier I Eligible Receivable or otherwise hedged in a manner
         satisfactory to the LC Agent in its sole discretion (it being
         understood that any such Eligible Inventory which has been sold to
         SCTSC pursuant to the Crude Oil Purchase Agreement shall be included in
         "Other Hedged Eligible Inventory"). The value of Other Hedged Eligible
         Inventory shall be the volume of the inventory times the Market Price.

         "OTHER PRIORITY CLAIMS" means any account payable, obligation or
         liability that the LC Agent has determined has or will have a Lien upon
         or claim against any Cash Equivalent, Account or inventory of any
         Borrower senior or equal in priority to the security interests in favor
         of the Collateral Agent, in each case to the extent such Cash
         Equivalent, Account or inventory of any Borrower is otherwise included
         in the determination of the Borrowing Base and the included portion
         thereof has not already been reduced by such Lien or claim.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERCENTAGE SHARE" means, with respect to any LC Participant the
         percentage obtained by dividing (A) the sum of the Matured LC
         Obligations which such LC Participant has funded pursuant to Section
         2(c)(ii), plus the portion of the Maximum Drawing Amount which such LC
         Participant might be obligated to fund under Section 2(c)(ii) by (B)
         the aggregate amount of LC Obligations outstanding at such time. On the
         Closing Date, the Percentage Share of each LC Participant shall be as
         set forth in the LC Participant Schedule.

         "PERMITTED ADJUSTMENTS" means, without duplication, changes to the
         financial statements of EOTT LLC and its Consolidated Subsidiaries
         resulting solely from:

         (i)      the bona fide application of "fresh start" accounting
                  promulgated under SOP 90-7 from time to time in accordance
                  with GAAP; provided, that in the case of determining
                  compliance with the covenant set forth in Section 7(q),
                  application of "fresh start" accounting shall not include the
                  changes set forth on the schedule of "fresh start" accounting
                  changes attached to the Closing Date Certificate, but shall
                  include any other changes resulting solely from the bona fide
                  application of "fresh start" accounting promulgated under SOP
                  90-7 from time to time in accordance with GAAP (it being
                  understood that it is the intent of the parties hereto to
                  exclude any changes resulting solely from the bona fide
                  application of "fresh start" accounting in the determination
                  of covenant compliance in Section 7);

                                       25

<PAGE>

         (ii)     income or expense directly attributable to any Designated
                  Assets in accordance with GAAP;

         (iii)    upon the approval of the LC Agent, the cumulative effect of
                  changes to GAAP;

         (iv)     gains or losses realized upon the sale of any assets (other
                  than Designated Assets) not sold in the ordinary course of
                  business; or

         (v)      gains or losses realized upon the sale or other disposition of
                  any Designated Assets, write-ups and write-downs of any
                  Designated Assets.

         "PERMITTED CAPITAL EXPENDITURES" means (a) cash Capital Expenditures
         made by EOTT MLP or EOTT LLC, as the case may be, and its consolidated
         Subsidiaries that (i) in the aggregate, other than Capital Expenditures
         made in connection with the Designated Assets, do not exceed
         $12,500,000 during each of the calendar years 2003 and 2004, and (ii)
         in the aggregate, for Capital Expenditures made in connection with the
         Designated Assets, do not exceed $3,300,000 during each of the calendar
         years 2003 and 2004, and (b) cash Capital Expenditures made with the
         proceeds from the issuance of additional equity by EOTT LLC for the
         purpose of funding any asset acquisition on terms and conditions, and
         of an asset, reasonably acceptable to the Majority LC Participants.

         "PERMITTED INVENTORY LIENS" means any Lien and the amount of any
         Liability secured thereby, on crude oil or NGLs inventory that would be
         a Permitted Lien.

         "PERMITTED INVESTMENTS" means (i) Cash Equivalents, (ii) Investments
         described in the Disclosure Schedule, and (iii) Investments by EOTT LLC
         or any of its Subsidiaries in any Wholly Owned Subsidiary of EOTT LLC
         that is a Borrower or a Guarantor.

         "PERMITTED LIEN" shall mean any of the following:

         (i)      pledges or deposits of cash or securities under worker's
                  compensation, unemployment insurance or other social security
                  legislation or deposits with insurers to cover self-retention
                  obligations under employee life or medical insurance programs;

         (ii)     carriers', warehousemen's, mechanics', materialmen's,
                  repairmen's, landlord's or other like Liens (including,
                  without limitation, Liens on property of any Credit Party in
                  the possession of storage facilities, pipelines or barges)
                  arising in the ordinary course of business for amounts that
                  are not more than 60 days past due or the validity of which is
                  being contested in good faith and by appropriate proceedings,
                  if necessary, and for which adequate reserves are maintained
                  on the books of any Credit Party in accordance with GAAP;

         (iii)    Liens under or with respect to accounts with brokers or
                  counterparties with respect to the following commodity
                  accounts maintained by EOTT OLP with Refco, L.L.C.: Account
                  Nos. 1725 43979; 1725 72336; and L610 54999 (for transactions
                  effected with or through United Energy, Inc.), consisting of
                  cash,

                                       26

<PAGE>

                  commodities or futures contracts, options, securities,
                  instruments and other like assets;

         (iv)     deposits of cash or securities to secure the performance of
                  bids, trade contracts (other than for borrowed money), leases,
                  statutory or regulatory obligations, surety and appeal bonds,
                  performance bonds and other obligations of a like nature
                  incurred in the ordinary course of business;

         (v)      Liens in respect of existing Capital Leases described in the
                  Disclosure Schedule and such other leases, but encumbering
                  only the property under lease;

         (vi)     statutory Liens related to the purchase of crude oil by a
                  Borrower in the ordinary course of business;

         (vii)    Liens permitted by the Security Documents;

         (viii)   Liens for taxes, assessments or governmental charges or claims
                  that are not yet delinquent or that are being contested in
                  good faith and by appropriate proceedings, if necessary, and
                  for which adequate reserves are maintained on the books of any
                  Credit Party in accordance with GAAP;

         (ix)     easements, rights-of-way, restrictions, minor defects and
                  irregularities in title and other similar charges or
                  encumbrances not interfering in any material respect with the
                  business of any Credit Party;

         (x)      Liens securing purchase money financing for any property or
                  asset hereafter acquired; and

         (xi)     Liens provided for in the Reorganization Plan, granted by the
                  Person, in the assets, and securing the Indebtedness, listed
                  on as set forth on Schedule 1(a) to the Disclosure Schedule.

         "PERSON" means an individual, corporation, partnership, limited
         liability company, association, joint stock company, trust or trustee
         thereof, estate or executor thereof, unincorporated organization or
         joint venture, Tribunal or any other legally recognizable entity.

         "POST-CONFIRMATION PROJECTIONS" shall have the meaning set forth in
         Section 2(f)(i)(12).

         "PREPETITION AGENT" has the meaning set forth in the recitals.

         "PREPETITION BORROWERS" has the meaning set forth in the recitals.

         "PREPETITION CREDIT AGREEMENT" has the meaning set forth in the
         recitals.

         "PREPETITION LC ISSUER" has the meaning set forth in the recitals.

         "PREPETITION LENDERS" has the meaning set forth in the recitals.

                                       27

<PAGE>

         "PRESCRIBED FORMS" has the meaning set forth in Section 3(g)(iii).

         "PTO" means the United States Patent and Trademark Office or any
         successor or substitute office in which filings are necessary or, in
         the opinion of the LC Agent, desirable in order to create or perfect
         Liens on any Intellectual Property that constitutes Collateral.

         "PURCHASE AGREEMENTS" means, collectively, the Crude Oil Purchase
         Agreement and the Receivables Purchase Agreement.

         "RATING AGENCY" means either S&P or Moody's.

         "RECEIVABLES PURCHASE AGREEMENT" means that certain Second Amended and
         Restated Receivables Purchase Agreement, dated as of the date hereof,
         by and among SCTSC and EOTT OLP (as amended, amended and restated,
         supplemented or otherwise modified from time to time).

         "REFERENCE PERIOD" means, (a) for the period ending January 31, 2003,
         the calendar month ending January 31, 2003, (b) for the period ending
         February 28, 2003, the period of two consecutive calendar months ending
         on such date, (c) for the period ending March 31, 2003, the period of
         three consecutive calendar months ending on such date and (d) for a
         period ending as of any other date, the period of four (4) consecutive
         calendar months ending on such date (in each case treated as a single
         accounting period).

         "REGISTER" has the meaning set forth in Section 12(e).

         "REGULATION D" means Regulation D of the Board of Governors of the
         Federal Reserve System as from time to time in effect.

         "REIMBURSABLE TAXES" has the meaning set forth in Section 3(g)(i).

         "RELEASE" has the meaning given such term in 42 U.S.C.
         Section 9601(22).

         "REORGANIZATION PLAN" means that Third Amended Joint Chapter 11 Plan of
         the Debtors, dated December 6, 2002, and filed with the Bankruptcy
         Court in connection with the Cases.

         "RISK MANAGEMENT POLICIES" means, with respect to any Borrower, such
         risk management procedures and internal controls and such trading
         policies with such Open Position limits, with such changes thereto in
         effect at any time after the Closing Date, as are then currently
         approved by the EOTT LLC board of directors.

         "S&P" means Standard & Poor's Ratings Group (a division of McGraw Hill,
         Inc.) or its successor.

         "SCTSC" means, Standard Chartered Trade Services Corporation, a
         Delaware corporation, as purchaser under the Purchase Agreements.

                                       28

<PAGE>

         "SECURED PARTIES" shall have the meaning set forth in the Intercreditor
         Agreement.

         "SECURITY" means any rights, properties or interests of any Lender
         Party and the Collateral Agent under the Credit Documents, which
         provide recourse or other benefits to any Lender Party or the
         Collateral Agent in connection with the Obligations or the non-payment
         or non-performance thereof, including any Collateral, guaranties of the
         payment of any Obligation, bonds, surety agreements, keep-well
         agreements, letters of credit, rights of subrogation, rights of offset
         and other rights provided for thereunder.

         "SECURITY DOCUMENTS" means the Intercreditor Agreement, the instruments
         listed in the Security Schedule and all other security agreements,
         deeds of trust, mortgages, chattel mortgages, pledges, guaranties,
         financing statements, continuation statements, extension agreements,
         Control Agreements and other agreements or instruments now, heretofore
         or hereafter delivered by any Credit Party to the Collateral Agent in
         connection with this Agreement or any transaction contemplated hereby
         to secure or guarantee the payment of any part of the Obligations or
         the performance of any Credit Party's other duties and obligations
         under the Credit Documents.

         "SECURITY SCHEDULE" means the Security Schedule attached to the Closing
         Date Certificate, in form and substance satisfactory to the LC Agent.

         "SENIOR NOTES INDENTURE" means that certain indenture or those certain
         indentures, each dated on or about the Closing Date, among EOTT LLC,
         EOTT Finance Corp., the Subsidiary Guarantors (as defined therein), and
         the Indenture Trustees, pursuant to which EOTT LLC will issue the New
         Senior Notes.

         "STANDARD CHARTERED" has the meaning set forth in the preamble.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
         association, partnership, limited liability company, joint venture or
         other business or corporate entity, enterprise or organization which is
         directly or indirectly (through one or more intermediaries) controlled
         or owned more than 50% by such Person.

         "SYNDICATION LETTER" means the letter agreement among the Credit
         Parties, Standard Chartered Bank and SCTSC, dated the Closing Date,
         addressing certain issues regarding the syndication of the financing
         provided under this Agreement, the Crude Oil Purchase Agreement and the
         Receivables Purchase Agreement.

         "SYNTHETIC LEASE" means, as applied to any Person, any lease (including
         leases that may be terminated by the lessee at any time) of any
         property (whether real, personal or mixed) (a) that is not a Capital
         Lease and (b) in respect of which the lessee retains or obtains
         ownership of the property so leased for federal income tax purposes,
         other than any such lease under which that Person is the lessor.

         "TAX CODE" means the Internal Revenue Code of 1986, as amended from
         time to time, together with all rules and regulations promulgated with
         respect thereto.

                                       29

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         "TEN-DAY WAITING PERIOD" means the period of time beginning on the date
         that the aggregate amount of drawings on Letters of Credit during a
         calendar month exceeds $15,000,000 and ending on the date which is the
         earlier of (a) ten days from such date and (b) the date that the Term
         Lender Agent, as directed by the Majority Term Lenders (as defined in
         the Lehman Credit Agreement), gives notice to the Collateral Agent that
         they do or do not elect to designate such drawings in excess of
         $15,000,000 as a Triggering Event (as defined in the Intercreditor
         Agreement).

         "TERM LENDER AGENT" means Lehman Brothers Inc., as agent for the Term
         Lenders under the Lehman Credit Agreement.

         "TERM LENDERS" means the lenders under the Lehman Credit Agreement.

         "TERMINATION DECLARATION DATE" means the earliest to occur of (i) the
         date on which the LC Agent declares all Obligations to be due and
         payable on account of an Event of Default, (ii) the date on which the
         LC Agent declares a termination, reduction or restriction of any
         further commitment to extend credit to the Borrowers on account of an
         Event of Default, and (iii) the Maturity Date.

         "TERMINATION EVENT" means (i) the occurrence with respect to any ERISA
         Plan of (A) a reportable event described in Sections 4043(c)(5) or (6)
         of ERISA or (B) any other reportable event described in Section 4043(c)
         of ERISA other than a reportable event not subject to the provision for
         30-day notice to the Pension Benefit Guaranty Corporation pursuant to a
         waiver by such corporation under Section 4043(a) of ERISA, (ii) the
         withdrawal of any ERISA Affiliate from an ERISA Plan during a plan year
         in which it was a "substantial employer" as defined in Section
         4001(a)(2) of ERISA, (iii) the filing of a notice of intent to
         terminate any ERISA Plan or the treatment of any ERISA Plan amendment
         as a termination under Section 4041 of ERISA, (iv) the institution of
         proceedings to terminate any ERISA Plan by the Pension Benefit Guaranty
         Corporation under Section 4042 of ERISA or (v) any other event or
         condition that might constitute grounds under Section 4042 of ERISA for
         the termination of, or the appointment of a trustee to administer, any
         ERISA Plan.

         "TIER I ACCOUNT DEBTOR" means a Person (i) whose Debt Rating is either
         at least Baa3 by Moody's or at least BBB- by S&P, (ii) whose commercial
         paper is rated A-1 by S&P or P-1 by Moody's or (iii) which is Currently
         Approved by the LC Agent as a Tier I Account Debtor.

         "TIER I ELIGIBLE CRUDE/PRODUCT/LIQUID DELIVERIES" means each Eligible
         Crude/Product/Liquid Delivery (i) to a Tier I Account Debtor; (ii)
         fully and unconditionally guaranteed as to payment by a Person whose
         Debt Rating is either at least Baa3 by Moody's or at least BBB- by S&P;
         or (iii) fully covered by a letter of credit from an Acceptable Issuer,
         in form Currently Approved by the LC Agent (it being understood that
         any Account which has been sold to SCTSC pursuant to the Receivables
         Purchase Agreement shall be included in "Tier I Eligible
         Crude/Product/Liquid Deliveries") .

                                       30

<PAGE>

         "TIER I ELIGIBLE RECEIVABLES" means each Eligible Receivable (i) from a
         Tier I Account Debtor; (ii) fully and unconditionally guaranteed as to
         payment by a Person whose Debt Rating is either at least Baa3 by
         Moody's or at least BBB- by S&P or whose commercial paper is rated A-1
         by S&P or P-1 by Moody's; or (iii) fully covered by a letter of credit
         from an Acceptable Issuer, in form Currently Approved by the LC Agent.

         "TIER II ACCOUNT DEBTOR" means a Person Currently Approved by the LC
         Agent as a Tier II Account Debtor.

         "TIER II ELIGIBLE CRUDE/PRODUCT/LIQUID DELIVERIES" means each Eligible
         Crude/Product/Liquid Delivery to a Tier II Account Debtor.

         "TIER II ELIGIBLE RECEIVABLES" means each Eligible Receivable from a
         Tier II Account Debtor.

         "TRIBUNAL" means any government, any arbitration panel, any court or
         any governmental department, commission, board, bureau, agency or
         instrumentality of the United States of America or any state, province,
         commonwealth, nation, territory, possession, county, parish, town,
         township, village or municipality, whether now or hereafter constituted
         or existing.

         "UCC" means the Uniform Commercial Code as in effect in the State of
         New York.

         "U.C.P." means the Uniform Customs and Practice for Documentary Credits
         (1993 revision), International Chamber of Commerce Publication No. 500,
         or any subsequent revision thereof.

         "UNDRAWN PRODUCT PURCHASE LETTERS OF CREDIT" means, on any day, the
         aggregate amount of all underlying product purchase obligations
         supported by one or more Letters of Credit. As used herein, "underlying
         product purchase obligation" means all existing unpaid obligations of a
         Borrower to the beneficiary of such Letter of Credit in respect of
         crude oil, refined petroleum products or NGLs that such Borrower is
         obligated to purchase or receive or has then nominated to purchase or
         receive and such beneficiary is obligated to sell or deliver, in each
         case pursuant to an enforceable purchase and sale or exchange
         agreement. For the avoidance of doubt, any such crude oil, refined
         petroleum products or NGLs are excluded from Eligible Inventory and
         Eligible Crude/Product/Liquid Deliveries.

         "UNHEDGED ELIGIBLE INVENTORY" means Eligible Inventory other than NYMEX
         Hedged Eligible Inventory and Other Hedged Eligible Inventory (it being
         understood that any such Eligible Inventory which has been sold to
         SCTSC pursuant to the Crude Oil Purchase Agreement shall be included in
         "Unhedged Eligible Inventory").

         "WEST COAST ASSETS" means the gas processing, storage and
         transportation facilities at Tupnam, Kern County, California.

         "WHOLLY OWNED SUBSIDIARY" means any Subsidiary of a Person, all of the
         issued and outstanding stock, limited liability company membership
         interests or partnership interests

                                       31

<PAGE>

         of which (including all rights or options to acquire such stock or
         interests) are directly or indirectly (through one or more
         Subsidiaries) owned by such Person, excluding any general partner
         interests owned by EOTT GP in any such Subsidiary that is a
         partnership, such general partner interests not to exceed two percent
         (2%) of the aggregate ownership interests of any such partnership and
         directors' qualifying shares if applicable.

2.       THE LETTERS OF CREDIT.

                  (a) General

                  (i)   From and after the Closing Date, all reimbursement
         obligations in respect of the DIP Letters of Credit issued pursuant to
         the DIP LC Agreement shall constitute reimbursement obligations in
         respect of Letters of Credit issued hereunder and all DIP Letters of
         Credit shall be deemed to be Letters of Credit issued hereunder (and
         any and all fees accrued but not yet payable as of the Closing Date
         under the DIP LC Agreement shall be deemed accrued fees under this
         Agreement, and shall continue to accrue and become due and payable
         pursuant to the terms hereof) and shall be treated as Letters of Credit
         hereunder for all purposes.

                  (ii)  Subject to the terms and conditions hereof and in the
         manner set forth in Section 2(b), the Borrowers may request LC Issuer
         to issue, amend or extend the expiration date of, one or more Letters
         of Credit; provided, however, that:

                           (1)      taking such Letter of Credit into account,
                                    the aggregate LC Obligations do not at such
                                    time exceed the lesser of (A) the Maximum
                                    Commitment and (B) the Borrowing Base;

                           (2)      the expiration date of such Letter of Credit
                                    is prior to the earlier of (A) 70 days after
                                    the date such Letter of Credit is to be
                                    issued, or such longer period (not to exceed
                                    365 days) as may be approved by the Majority
                                    LC Participants and (B) the Maturity Date;

                           (3)      the issuance of any Letter of Credit is in
                                    compliance with all applicable governmental
                                    restrictions, policies and guidelines and
                                    will not subject LC Issuer to any cost that
                                    is not reimbursable under Section 3;

                           (4)      such Letter of Credit is (A) issued at a
                                    Borrower's application for the benefit of
                                    (i) its crude oil suppliers and other
                                    vendors related to the purchase or exchange
                                    by any Borrower of crude oil or NGLs or
                                    other business purposes, (ii) SCTSC, (iii)
                                    Enron pursuant to Section 6 of the Enron
                                    Settlement Agreement, (iv) the purchaser of
                                    any Designated Assets to secure the payment
                                    of any indemnity or holdback in connection
                                    with the sale of such Designated Assets or
                                    (v) any other party as otherwise agreed to
                                    by the LC Agent, (B) in a form and with
                                    terms as is usual and customary for letters
                                    of credit issued by LC Issuer and shall be
                                    acceptable to LC Issuer in

                                       32

<PAGE>

                                    its sole and absolute discretion and
                                    Currently Approved by the LC Agent and (C)
                                    issued on a Business Day; and

                           (5)      all other conditions in this Agreement to
                                    the issuance of such Letter of Credit have
                                    been satisfied.

         LC Issuer will honor any such request if the foregoing conditions (1)
         through (5) (in the following Section (b) referred to as the "LC
         CONDITIONS") have been met as of the date of issuance, amendment or
         extension of such Letter of Credit.

                  (b)      Requesting Letters of Credit. The Borrower
Representative shall deliver a Letter of Credit Request to the LC Issuer for any
Letter of Credit at least one Business Day before the date of issuance of such
Letter of Credit. Delivery of each such request to the LC Issuer, unless
otherwise expressly stated therein, shall be deemed a representation and
warranty by the Borrowers that the LC Conditions described in Section (a) will
be met as of the date of issuance of such Letter of Credit. Each such written
request for a Letter of Credit shall be made in writing in substantially the
form of Exhibit A, the terms and provisions of which are hereby incorporated
herein by reference (or in such other form as may mutually be agreed upon by LC
Issuer and the Borrower Representative). If all LC Conditions for a Letter of
Credit have been met as described in Section (a) on the date requested for the
issuance thereof (i) before 11:00 a.m., New York, New York time, LC Issuer will
issue such Letter of Credit on such date at LC Issuer's Applicable Lending
Office and (ii) on or after 11:00 a.m., New York, New York time, LC Issuer will
issue such Letter of Credit on the next succeeding Business Day at LC Issuer's
Applicable Lending Office. If any provisions of any Letter of Credit Request
conflict with any provisions of this Agreement, the provisions of this Agreement
shall govern and control.

                  (c)      Reimbursement and Participations

                  (i)      Each Matured LC Obligation shall constitute a loan by
         LC Issuer to Borrowers. Borrowers agree on a joint and several basis to
         pay to the Collateral Agent, for the benefit of the LC Issuer, on
         demand but subject to a deferral of such payment as required by Section
         3.2(d) of the Intercreditor Agreement, the full amount of each Matured
         LC Obligation, together with interest thereon (A) at the Alternate Base
         Rate to and including the second Business Day after the Matured LC
         Obligation is incurred and (B) at the Default Rate on each day
         thereafter. All such funds received by the Collateral Agent from the
         Borrowers shall be applied in accordance with the Cash Waterfall.

                  (ii)     LC Issuer irrevocably agrees to grant and hereby
         grants to each LC Participant, and, to induce LC Issuer to issue
         Letters of Credit hereunder, each LC Participant irrevocably agrees to
         accept and purchase and hereby accepts and purchases from LC Issuer, on
         the terms and conditions hereinafter stated and for such LC
         Participant's own account and risk an undivided interest equal to such
         LC Participant's Percentage Share of LC Issuer's obligations and rights
         under each Letter of Credit issued hereunder and the amount of each
         Matured LC Obligation paid by LC Issuer thereunder. Each LC Participant
         unconditionally and irrevocably agrees that, if a Matured LC Obligation
         is paid under any Letter of Credit for which LC Issuer is not
         reimbursed in full by Borrowers in accordance with the terms of this
         Agreement and the related Letter of

                                       33

<PAGE>

         Credit Request (including by the application of LC Collateral), such LC
         Participant shall (in all circumstances and without set-off or
         counterclaim) pay to LC Issuer on demand, in immediately available
         funds at LC Issuer's address for notices hereunder, such LC
         Participant's Percentage Share of such Matured LC Obligation (or any
         portion thereof that has not been reimbursed by Borrowers). Each LC
         Participant's obligation to pay LC Issuer pursuant to the terms of this
         subsection is irrevocable and unconditional. If any amount required to
         be paid by any LC Participant to an LC Issuer pursuant to this
         subsection is paid by such LC Participant to LC Issuer within three
         Business Days after the date such payment is due, LC Issuer shall in
         addition to such amount be entitled to recover from such LC
         Participant, on demand, interest thereon calculated from such due date
         at the Federal Funds Rate. If any amount required to be paid by any LC
         Participant to an LC Issuer pursuant to this subsection is not paid by
         such LC Participant to LC Issuer within three Business Days after the
         date such payment is due, LC Issuer shall in addition to such amount be
         entitled to recover from such LC Participant, on demand, interest
         thereon calculated from such due date at the Alternate Base Rate.

                  (iii)    Whenever an LC Issuer has in accordance with
         subsection (ii) above received from any LC Participant payment of such
         LC Participant's Percentage Share of any Matured LC Obligation, if LC
         Issuer thereafter receives any payment of such Matured LC Obligation,
         or any payment of interest thereon (whether directly from the Borrowers
         or by application of proceeds of LC Collateral or otherwise, and
         excluding only interest for any period prior to LC Issuer's demand that
         such LC Participant make such payment of its Percentage Share), LC
         Issuer shall distribute to such LC Participant its Percentage Share of
         the amounts so received by LC Issuer; provided, however, that if any
         such payment received by LC Issuer must thereafter be returned by LC
         Issuer, such LC Participant shall return to LC Issuer the portion
         thereof that LC Issuer has previously distributed to it.

                  (iv)     A written advice setting forth in reasonable detail
         the amounts owing under this Section, submitted by the LC Issuer to any
         Borrower or any LC Participant from time to time, shall be conclusive,
         absent manifest error, as to the amounts thereof.

                  (d) No Duty to Inquire

                  (i)      LC Issuer is authorized and instructed to accept and
         pay drafts and demands for payment under any Letter of Credit without
         requiring, and without responsibility for, any determination as to the
         existence of any event giving rise to such draft, either at the time of
         acceptance or payment or thereafter. LC Issuer is under no duty to
         determine the proper identity of anyone presenting such a draft or
         making such a demand (whether by tested telex or otherwise) as the
         officer, representative or agent of any beneficiary under any Letter of
         Credit, and payment by LC Issuer to any such beneficiary when requested
         by any such purported officer, representative or agent is hereby
         authorized and approved. Each Borrower releases each LC Participant
         from, and agrees to hold each LC Participant harmless and indemnified
         against, any liability or claim in connection with or arising out of
         the subject matter of this Section, WHICH INDEMNITY SHALL APPLY WHETHER
         OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT
         CAUSED, IN WHOLE OR IN

                                       34

<PAGE>

         PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY SUCH LENDER
         PARTY; provided, however, only that no LC Participant shall be entitled
         to indemnification for that portion, if any, of any liability or claim
         which is proximately caused by its own individual gross negligence or
         willful misconduct, as determined in a final judgment.

                  (ii)     If the maturity of any Letter of Credit is extended
         by its terms or by Law or governmental action, if any extension of the
         maturity or time for presentation of drafts or any other modification
         of the terms of any Letter of Credit is made at the request of the
         Borrower Representative, or if the amount of any Letter of Credit is
         increased at the request of the Borrower Representative, this Agreement
         shall be binding upon all Credit Parties with respect to such Letter of
         Credit as so extended, increased or otherwise modified, with respect to
         drafts and property covered thereby and, with respect to any action
         taken by LC Issuer, LC Issuer's correspondents or any LC Participant in
         accordance with such extension, increase or other modification.

                  (iii)    If any Letter of Credit provides that it is
         transferable, LC Issuer shall have no duty to determine the proper
         identity of anyone appearing as transferee of such Letter of Credit,
         nor shall LC Issuer be charged with responsibility of any nature or
         character for the validity or correctness of any transfer or successive
         transfers, and payment by LC Issuer to any purported transferee or
         transferees as determined by LC Issuer is hereby authorized and
         approved, and Borrowers release each LC Participant from and agrees to
         hold each LC Participant harmless and indemnified against, any
         liability or claim in connection with or arising out of the foregoing,
         WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM
         IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
         NEGLIGENT ACT OR OMISSION OF ANY KIND BY SUCH LENDER PARTY; provided,
         however, only that no LC Participant shall be entitled to
         indemnification for that portion, if any, of any liability or claim
         which is proximately caused by its own individual gross negligence or
         willful misconduct, as determined in a final judgment.

                  (e)      LC Collateral

                  (i)      If, after the making of all mandatory prepayments
         required under Section 2(h), the outstanding LC Obligations to the LC
         Issuer will exceed (a) the lesser of (1) the Borrowing Base and (2) the
         Maximum Commitment, Borrowers will immediately pay to the Collateral
         Agent an amount equal to such excess. In accordance with the
         Intercreditor Agreement, the Collateral Agent will hold such amount as
         collateral security for the remaining LC Obligations held by the LC
         Issuer (all such amounts held as collateral security for such LC
         Obligations being herein collectively referred to as the "LC
         COLLATERAL") and the other Obligations, and such collateral may be
         applied from time to time in accordance with the Cash Waterfall to pay
         the Matured LC Obligations of the LC Issuer.

                  (ii)     If the Obligations or any part thereof (a) become
         immediately due and payable pursuant to Section 9 or (b) remain
         outstanding on the Maturity Date (unless this Agreement is extended on
         terms acceptable to the Lender Parties), then, unless all LC

                                       35

<PAGE>

         Participants otherwise specifically elect to the contrary (which
         election may thereafter be retracted by such LC Participants at any
         time), all LC Obligations shall become immediately due and payable
         without regard to whether or not actual drawings or payments on the
         Letters of Credit have occurred, and Borrowers shall be obligated to
         pay to the Collateral Agent immediately an amount equal to the
         aggregate LC Obligations that are then outstanding, plus an additional
         amount acceptable to the LC Agent, to be held as LC Collateral.

                  (f)      Conditions Precedent to Extensions of Credit

                  (i)      Initial Extensions of Credit. Neither any LC
         Participant nor the LC Issuer shall have any obligation to make the
         initial Extension of Credit unless the following conditions precedent
         have, in the determination of the LC Agent, been satisfied or waived by
         the LC Agent:

                  (1)      Reorganization Plan. The Reorganization Plan and all
                           amendments, modifications, revisions and restatements
                           thereof, if any, shall have been delivered to the LC
                           Agent and shall be in form and substance satisfactory
                           to the LC Agent (in such form approved by the LC
                           Agent, the "APPROVED PLAN"). Except as set forth in
                           modification motions filed with the Bankruptcy Court
                           and served upon and approved by the LC Agent, there
                           shall have been no modifications, amendments,
                           revisions or restatements of the Approved Plan. Any
                           representation or warranty made by any DIP Credit
                           Party in the Approved Plan shall be accurate, true,
                           correct and complete in all material respects as of
                           the Closing Date. All conditions precedent to the
                           effectiveness of the Approved Plan shall have been
                           satisfied pursuant to Article 18 of the
                           Reorganization Plan and the Approved Plan shall have
                           achieved substantial completion as described in
                           Section 17.1 of the Reorganization Plan.

                  (2)      Confirmation Order. The Confirmation Order shall have
                           been delivered to the LC Agent and shall be in form
                           and substance satisfactory to the LC Agent. The
                           Confirmation Order shall have been entered by the
                           Bankruptcy Court, shall be a Final Order and the LC
                           Agent shall have received evidence satisfactory to it
                           demonstrating such fact.

                  (3)      Release of Claims. All prior claims against each
                           present and former party (other than any Credit Party
                           or predecessor entity thereto) to the DIP LC
                           Agreement (and their agents, representatives,
                           affiliates, professionals, etc.) shall have been
                           released and waived by each Credit Party, which
                           releases and waivers shall be in form and substance
                           satisfactory to the LC Agent in its sole discretion.

                  (4)      Termination of DIP LC Agreement. The DIP LC Agreement
                           shall have been terminated, and all amounts owing
                           thereunder shall have been repaid in full in cash (or
                           deemed to be accrued and outstanding under this

                                       36

<PAGE>

                           Agreement) and all DIP Letters of Credit shall be
                           deemed to be Letters of Credit issued hereunder.

                  (5)      Purchase Agreements. Each of the Purchase Agreements
                           shall have been executed by the Borrowers and SCTSC,
                           shall be in full force and effect and shall be in
                           form and substance satisfactory to the LC Agent.

                  (6)      Fees and Expenses. Borrowers shall have paid to the
                           LC Agent, for the account of the LC Participants or
                           the LC Agent, as applicable, all fees and expenses to
                           be paid on the Closing Date.

                  (7)      Credit Documents. Each of the Credit Documents shall
                           have been duly executed and delivered by the
                           respective Credit Parties thereto, shall be in full
                           force and effect and shall be in form and substance
                           satisfactory to the LC Agent. All Schedules to this
                           Agreement and each other Credit Document shall be
                           complete and satisfactory in form and substance to
                           the LC Agent. Each LC Participant shall have received
                           a fully executed copy of each such document.

                  (8)      Lehman Credit Agreement. The Lehman Credit Agreement
                           shall have been executed by each of the respective
                           parties thereto, shall be in full force and effect
                           and shall be in form and substance satisfactory to
                           the LC Agent. All the conditions precedent to
                           extension of credit under the Lehman Credit Agreement
                           shall have been, or concurrently be, satisfied.

                  (9)      Governmental and Third-Party Approvals; Judgments,
                           Etc. All necessary governmental and all material
                           third-party approvals and/or consents, as the case
                           may be, in connection with the consummation of the
                           Reorganization Plan, the Credit Documents and the
                           transaction contemplated therein, shall have been
                           obtained and remain in full force and effect, subject
                           to no unsatisfied conditions, and all applicable
                           waiting periods shall have expired without any action
                           being taken by any competent authority which
                           restrains, prevents or imposes materially adverse
                           conditions upon the consummation of the
                           Reorganization Plan, any Credit Document, or any of
                           the transactions contemplated therein. In addition,
                           there shall not exist any judgment, order, injunction
                           or other restraint prohibiting or imposing materially
                           adverse conditions on the consummation or performance
                           of this Agreement, any other Credit Document or any
                           of the transactions contemplated therein.

                  (10)     Financial Statements. To the extent not previously
                           received, the LC Agent shall have received (A) the
                           Initial Financial Statements certified by the chief
                           financial officer of EOTT LLC as accurately
                           reflecting the financial position of the Credit
                           Parties as of the date of, and for the periods
                           covered by, such financial statements (subject to
                           changes resulting from normal and recurring
                           adjustments made in conformity with GAAP) and (B)
                           such

                                       37

<PAGE>

                           receivables analyses as the LC Agent shall request,
                           in each case in form and substance satisfactory to
                           the LC Agent.

                  (11)     Financial Condition. No Material Adverse Change shall
                           have occurred since December 31, 2002. The LC Agent
                           shall be satisfied in all respects with the projected
                           amount of available cash, Cash Equivalents, other
                           credit lines (on terms and conditions satisfactory to
                           the LC Agent, other than credit extended pursuant to
                           this Agreement, the Lehman Credit Agreement, the New
                           Senior Notes or the Purchase Agreements) or other
                           sources of liquidity acceptable to the LC Agent,
                           available to the Credit Parties during each period
                           from the Closing Date through the Maturity Date.

                  (12)     Disclosure Schedule; Closing Date Certificate. Not
                           less than five (5) Business Days prior to the Closing
                           Date, the LC Agent shall have received the Disclosure
                           Schedule, which shall be satisfactory in form and
                           substance to the LC Agent in its sole discretion. In
                           addition, the LC Agent shall have received a
                           certificate of an executive officer of EOTT LLC
                           attaching thereto, and (A) certifying that as of the
                           Closing Date such projections, business plans,
                           budgets and statements are their best estimate of
                           such matters: (1) financial projections regarding the
                           Credit Parties in form and substance satisfactory to
                           the LC Agent in its sole and absolute discretion for
                           the period commencing January 1, 2003 and ending
                           September 30, 2004 (collectively, the
                           "POST-CONFIRMATION PROJECTIONS") with respect to
                           which the LC Agent shall be satisfied with the
                           accounting practices and procedures utilized by the
                           Credit Parties in connection with such
                           Post-Confirmation Projections, (2) a business and
                           financial plan for EOTT LLC (in form and detail
                           satisfactory to the LC Agent), prepared or caused to
                           be prepared by a senior financial officer thereof,
                           setting forth for Fiscal Years 2003 and 2004, (a)
                           monthly balance sheets, income statements and
                           statements of cash flows for the following year,
                           including the availability projections and plans for
                           personnel, capital expenditures and facilities, and
                           (b) a statement of the material assumptions on which
                           such plan is based (collectively, the "BUSINESS
                           PLAN"), (3) the initial Cash Budget, which shall be
                           in form and substance satisfactory to the LC Agent,
                           and (4) a statement (which may be unaudited) in
                           detail satisfactory to the LC Agent of changes to the
                           financial statements of EOTT LLC and its Consolidated
                           Subsidiaries anticipated to result from the
                           application of "fresh start" accounting that have
                           been reflected in the Post-Confirmation Projections,
                           which shall be satisfactory to the LC Agent, and (B)
                           certifying as true and correct as of the Closing
                           Date, (1) the Security Schedule, setting forth the
                           Security Documents, which schedule shall be
                           satisfactory to the LC Agent, (2) the Disclosure
                           Schedule referred to in the first sentence of this
                           Section 2(f)(i)(12) and (3) a schedule of all DIP
                           Letters of Credit outstanding as of the Closing Date,
                           showing the undrawn face amount, the beneficiary, the
                           termination date and the

                                       38

<PAGE>

                           amount of any accrued and unpaid interest or fees
                           thereon under the DIP LC Agreement, subject to
                           confirmation by the LC Agent.

                  (13)     Solvency Certificate. The LC Participants shall have
                           received an officer's certificate of EOTT LLC dated
                           as of the Closing Date as to the solvency of each of
                           the Credit Parties following the consummation of the
                           transactions contemplated herein, in form and
                           substance satisfactory to the LC Agent.

                  (14)     Licenses, Etc. All franchises, licenses, permits,
                           certifications, accreditation and other rights,
                           consents and approvals which are necessary for the
                           operations of the Credit Parties' respective business
                           (after giving effect to the transactions contemplated
                           hereby) shall have been obtained and shall be in full
                           force and effect, and all necessary applications for
                           renewals pertaining thereto shall have been submitted
                           to the proper issuing governmental authority or
                           Tribunal.

                  (15)     Labor and Employee Agreements. All labor and related
                           employee agreements and liabilities, and all pension
                           and other employee benefit plans and liabilities of
                           the Credit Parties, after giving effect to the
                           Reorganization Plan, shall be satisfactory to the LC
                           Agent.

                  (16)     Reorganization of Corporate Structure. The LC Agent
                           shall have received evidence which shall be
                           satisfactory to the LC Agent that (A) EOTT LLC shall
                           have been formed as a limited liability company under
                           Delaware state law, (B) all necessary action shall
                           have been taken by EOTT MLP to transfer all of its
                           equity interest in EOTT GP to EOTT LLC and (C) all
                           necessary action shall have been taken to authorize
                           and issue the New GP Interest to EOTT GP and the New
                           LP Interest to EOTT LLC.

                  (17)     Documentation Regarding New Senior Notes. The Old
                           Senior Notes shall have been cancelled in accordance
                           with the terms and conditions of the Reorganization
                           Plan. The Senior Notes Indenture shall have been
                           executed by the respective parties thereto,
                           substantially in the form delivered to the LC Agent
                           prior to the date hereof, with only such changes as
                           shall be acceptable to the LC Agent, and each of the
                           representations, covenants, events of default (and
                           any remedies arising as a result thereof) and other
                           provisions shall as determined by the LC Agent be
                           substantially identical to those contained in the
                           indenture and the other documents evidencing or
                           relating to the Old Senior Notes, or otherwise
                           acceptable to the LC Agent.

                  (18)     Equity Structure and Corporate Governance. All
                           aspects of the equity ownership and corporate and
                           operational governance of the Credit Parties
                           (including the composition of each Credit Party's
                           respective Governing Body and other management and
                           the terms of any management agreements), to the
                           extent not expressly set forth in the Reorganization

                                       39

<PAGE>

                           Plan or referred to in clause (16) of this Section
                           2(f), shall be satisfactory to the LC Agent. In
                           addition, LC Agent shall have been provided with true
                           and correct copies of all documents with respect to
                           the Credit Parties' existing or proposed capital
                           structure (both debt and equity or other interests)
                           and shall be satisfied with the terms and provisions
                           thereof.

                  (19)     Certified Copy of Organizational Documents. The LC
                           Agent shall have received from each of the Credit
                           Parties a copy, certified by a duly authorized
                           officer of such Person to be true and complete as of
                           the Closing Date, of each of its Organizational
                           Documents as in effect on such date.

                  (20)     Corporate Action. All corporate action necessary for
                           the valid execution, delivery and performance by each
                           of the Credit Parties of this Agreement and the other
                           Credit Documents to which it is or is to become a
                           party, and the transactions contemplated therein
                           shall have been duly and effectively taken, and
                           evidence thereof satisfactory to the LC Agent shall
                           have been provided to the LC Agent.

                  (21)     Incumbency Certificate. The LC Agent shall have
                           received from each of the Credit Parties an
                           incumbency certificate, dated as of the Closing Date,
                           certified by a duly authorized officer of such Credit
                           Party, and giving the name and bearing a specimen
                           signature of each individual who shall be authorized:
                           (A) to sign, in the name and on behalf of the each
                           such Credit Party each of the Credit Documents to
                           which such Person is or is to become a party, (B) in
                           the case of the Borrower Representative, to apply for
                           Letters of Credit, and (C) to give notices and to
                           take other action on its behalf under the Credit
                           Documents.

                  (22)     Insurance. The LC Agent shall have received (A) a
                           certificate of insurance from an independent
                           insurance broker acceptable to the LC Agent, dated as
                           of the Closing Date, identifying insurers, types of
                           insurance, insurance limits, and policy terms, and
                           otherwise describing the insurance obtained in
                           accordance with the provisions of the Security
                           Agreements and (B) a detailed schedule describing all
                           insurance coverage maintained by or for any Credit
                           Party together with copies of the underlying
                           policies, each of (A) and (B) in form and substance
                           satisfactory to the LC Agent.

                  (23)     Opinions of Counsel. Each of the LC Participants and
                           the LC Agent shall have received a favorable opinion
                           addressed to the LC Participants and the LC Agent,
                           dated as of the Closing Date, in form and substance
                           satisfactory to the LC Participants and the LC Agent,
                           from counsel to the Credit Parties.

                  (24)     Security Interests in Personal and Mixed Property.
                           The Collateral Agent shall have received evidence
                           satisfactory to it that each Credit Party shall have
                           taken or caused to be taken all such actions,
                           executed and delivered

                                       40

<PAGE>

                           or caused to be executed and delivered all such
                           agreements, documents and instruments, and made or
                           caused to be made all such filings and recordings
                           (other than the filing or recording of items
                           described in clauses (C) and (D) below) that may be
                           necessary or, in the opinion of the Collateral Agent,
                           desirable in order to create in favor of the
                           Collateral Agent, for the benefit of the Secured
                           Parties a valid and (upon such filing and recording)
                           perfected first-priority Lien in the Collateral. Such
                           actions shall include, without limitation, the
                           following:

                           (A)      Schedules to Credit Documents. Delivery to
                                    Collateral Agent of accurate and complete
                                    schedules to all of the applicable Credit
                                    Documents.

                           (B)      Instruments. Delivery to Collateral Agent
                                    all promissory notes or other instruments
                                    (duly endorsed, where appropriate, in a
                                    manner satisfactory to the Collateral Agent)
                                    evidencing any Collateral.

                           (C)      UCC Termination Statements. Delivery to the
                                    Collateral Agent of UCC termination
                                    statements duly executed by all applicable
                                    Persons for filing in all applicable
                                    jurisdictions as may be necessary in the
                                    determination of the Collateral Agent to
                                    terminate any effective UCC financing
                                    statements or fixture filings (other than
                                    any such financing statements or fixture
                                    filings in respect of Liens permitted to
                                    remain outstanding pursuant to the terms of
                                    this Agreement).

                           (D)      UCC Financing Statements. Delivery to the
                                    Collateral Agent of UCC financing statements
                                    and, where appropriate, duly executed by
                                    each applicable Credit Party with respect to
                                    all personal and mixed property Collateral
                                    of such Credit Party, for filing by the
                                    Closing Date in all jurisdictions as may be
                                    necessary or, in the opinion of the
                                    Collateral Agent, desirable to perfect the
                                    security interests created in such
                                    Collateral pursuant to the Credit Documents.

                           (E)      PTO Cover Sheets, Etc. Delivery to the
                                    Collateral Agent of all cover sheets and
                                    other documents or instruments required to
                                    be filed with the PTO in order to create or
                                    perfect Liens in respect of any IP
                                    Collateral.

                           (F)      Certificates of Title, Etc. If requested by
                                    the Collateral Agent, delivery to the
                                    Collateral Agent of certificates of title
                                    with respect to all motor vehicles and the
                                    taking of all actions necessary to cause the
                                    Collateral Agent to be noted as lienholder
                                    thereon or otherwise necessary to perfect
                                    the first-priority Lien granted to
                                    Collateral Agent on behalf of the Secured
                                    Parties in such motor vehicles.

                                       41

<PAGE>

                           (G)      Control Agreements. Delivery to the
                                    Collateral Agent of such control agreements
                                    with such financial institutions and other
                                    Persons in order to perfect Liens in respect
                                    of the Authorized Accounts, securities
                                    accounts, if any, and other Collateral
                                    pursuant to the Credit Documents.

                  (25)     Security Interests in Real Property. The Collateral
                           Agent shall have received from all applicable Credit
                           Parties:

                           (A)      Mortgages, Deeds of Trust, Etc. All
                                    mortgages, deeds of trust and any other
                                    Security Documents, including any fixture
                                    filings, relating to the Collateral Agent's
                                    first-priority Lien in real property
                                    Collateral, duly executed and notarized by
                                    each applicable Credit Party with respect to
                                    such Collateral of such Credit Party, for
                                    filing by the Closing Date in all
                                    jurisdictions as may be necessary or, in the
                                    opinion of the Collateral Agent, desirable
                                    to perfect the security interests or liens
                                    created in such Collateral pursuant to the
                                    Credit Documents.

                           (B)      Opinions of Local Counsel. Delivery to the
                                    Collateral Agent of an opinion of counsel
                                    (which counsel shall be satisfactory to the
                                    Collateral Agent and the LC Agent) under the
                                    laws of each jurisdiction in which any
                                    Credit Party or any real property Collateral
                                    is located with respect to the creation and
                                    perfection of the security interests in
                                    favor of the Collateral Agent in such
                                    Collateral and such other matters governed
                                    by the laws of such jurisdiction regarding
                                    such security interests as the Collateral
                                    Agent and/or the LC Agent may request, in
                                    each case in form and substance satisfactory
                                    to such Person.

                  (26)     Outstanding Indebtedness. The Indebtedness of the
                           Borrowers and Guarantors existing on the Closing Date
                           set forth on the Disclosure Schedule shall be
                           satisfactory in all respects to the LC Agent.

                  (27)     No Litigation. No litigation, investigation or
                           inquiry by any entity (private or governmental) shall
                           be pending or threatened with respect to this
                           Agreement, any of the transactions contemplated
                           hereby or any documentation executed in connection
                           herewith, or with respect to any material debt of the
                           Borrowers or the Guarantors which is to remain
                           outstanding after the Closing Date, or which the LC
                           Agent shall determine could cause a Material Adverse
                           Change.

                  (28)     DIP LC Agreement. No Default or Event of Default (as
                           such terms are defined in the DIP LC Agreement) shall
                           have occurred or be continuing.

                  (29)     Enron Settlement Agreement. The performance of all
                           actions required to consummate the Enron Settlement
                           Agreement (including the payment of

                                       42

<PAGE>

                           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) shall have occurred
                           to the satisfaction of the LC Agent.

                  (30)     Appraisals for Eligible Assets. Delivery, on or
                           before the Closing Date, to the LC Agent of all final
                           appraisals conducted by an appraiser selected by the
                           LC Agent, in form and substance satisfactory to the
                           LC Agent, of the Eligible Fixed Assets.

                  (31)     Environmental and Hazardous Waste Assessments.
                           Delivery to the LC Agent any and all non-confidential
                           environmental and hazardous waste site assessments,
                           reports or analyses that have been obtained on or
                           before the Closing Date (including, without
                           limitation, any drafts thereof to the extent not yet
                           completed), covering any real property presently or
                           formerly owned, operated or leased by the Credit
                           Parties and any other real property in respect of
                           which the Credit Parties may have material liability,
                           whether contingent or otherwise, relating to the
                           presence of Hazardous Substances or noncompliance
                           with Environmental Laws, together with such
                           information as the LC Agent may request with respect
                           to any such assessment, report or analyses ongoing as
                           of the Closing Date, to the extent requested by the
                           LC Agent.

                  (32)     PBGC. All claims against any Credit Party with
                           respect to the alleged joint and several liability of
                           EOTT GP for underfunded benefits liabilities upon the
                           termination of the benefit pension plan known as the
                           "Enron Corp. Cash Balance Plan", shall have been
                           resolved to the satisfaction of the LC Agent.

                  (33)     Big Warrior Settlement. An order of the Bankruptcy
                           Court shall have been entered approving the Big
                           Warrior Settlement, and such order shall be a Final
                           Order.

                  (34)     Texas-New Mexico Pipeline Cases. Progress
                           satisfactory to the LC Agent shall have been made
                           with respect to litigation (A) over alleged
                           indemnification liability of EOTT Pipeline to the
                           Texas-New Mexico Pipeline Company ("TEX-NEW MEX CO.")
                           with respect to environmental claims against Tex-New
                           Mex Co., and (B) over any alleged liability of EOTT
                           Pipeline under any of John H. Roam, et al. vs.
                           Texas-New Mexico Pipe Line Company and EOTT Energy
                           Pipeline Limited Partnership, Cause No. CV43296,
                           District Court of Midland County, Texas, 238th
                           Judicial District; Jerry W. Holmes and Barbara I.
                           Holmes vs. EOTT Energy Pipeline Limited Partnership
                           and Texas-New Mexico Pipe Line Company, Cause No.
                           CV438000, District Court of Midland County, Texas,
                           385th Judicial District; Jimmie B. Cooper and Shryl
                           S. Cooper vs. Texas-New Mexico Pipe Line Company,
                           Inc., EOTT Energy Pipeline Limited Partnership and
                           Amerada Hess Corporation, Case No. CIV 01-

                                       43

<PAGE>

                           1321 M/JHG, United States District Court for the
                           District of New Mexico; Bernard Lankford and Bette
                           Lankford vs. Texas-New Mexico Pipe Line Company,
                           TXNMX and EOTT Energy Pipeline Limited Partnership,
                           Cause No. CV11176, County Court at Law of Midland
                           County, Texas; Richard D. Warden and Nancy J. Warden
                           vs. EOTT Energy Pipeline Limited Partnership and EOTT
                           Energy Corp., Case No. CIV-02-370 L, United States
                           District Court for the Western District of Oklahoma;
                           Jimmie T. Cooper and Betty P. Cooper vs. Texas-New
                           Mexico Pipe Line Company, Inc., EOTT Energy Pipeline
                           Limited Partnership, and EOTT Energy Corp., Case No.
                           D-0101-CV-2002-02122, 1st Judicial District Court,
                           Santa Fe County, New Mexico.

                  (ii)     Extensions of Credit. In addition to the foregoing,
         the LC Issuer shall have no obligation to make any Extension of Credit
         (including the initial Extension of Credit on the Closing Date) unless
         the following conditions precedent have been satisfied:

                  (1)      Representations True; No Event of Default. Each of
                           the representations and warranties of any of the
                           Credit Parties contained in this Agreement, the other
                           Credit Documents or in any document or instrument
                           delivered pursuant to or in 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 of the making of such Extension of Credit, 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), no
                           Default or Event of Default shall have occurred and
                           be continuing or would result from the making of such
                           Extension of Credit, and no Ten-Day Waiting Period
                           shall be continuing.

                  (2)      Letter of Credit Request. All LC Conditions described
                           in Section 2(a), and all other requirements of
                           Section 2(b), shall be satisfied.

                  (3)      No Material Adverse Change. No Material Adverse
                           Change shall have occurred.

                  (4)      No Legal Impediment. No change shall have occurred in
                           any Law or regulations thereunder or interpretations
                           thereof that, in the opinion of any LC Participant,
                           would make it illegal for such LC Participant to
                           participate in the issuance, extension or renewal of
                           such Letter of Credit, or in the opinion of the LC
                           Issuer would make it illegal for such LC Issuer to
                           issue, extend of renew such Letter of Credit.

                  (5)      Governmental Regulation. Each LC Participant shall
                           have received such statements in form and substance
                           satisfactory to such LC Participant as such LC
                           Participant shall require for the purpose of
                           compliance with any applicable regulations of the
                           Comptroller of the Currency or the Board of Governors
                           of the Federal Reserve System.

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<PAGE>

                  (6)      Proceedings and Documents. All proceedings in
                           connection with the transactions contemplated by this
                           Agreement, the other Credit Documents and all other
                           documents incident thereto shall be satisfactory in
                           form and substance to the LC Participants, the LC
                           Agent and the LC Agent's Special Counsel, and the LC
                           Participants, the LC Agent and such counsel shall
                           have received all information and such counterpart
                           originals or certified or other copies of such
                           documents as the LC Agent shall reasonably request.

                  (7)      Payment of Fees. The Borrowers shall have paid to the
                           LC Agent all fees, expenses and other amounts due and
                           owing, on the date of the issuance, extension or
                           renewal of any Letter of Credit.

                  Each request by the Borrower Representative for, and the
         acceptance by the Borrowers of, an Extension of Credit shall be deemed
         to be a representation and warranty by the Borrowers that the
         conditions specified in (1)-(7) above have been and remain satisfied as
         of the date of such representation and warranty and the date of such
         Extension of Credit.

                  (g) Use of Proceeds

                  (i)      Borrowers shall use all Letters of Credit solely for
         the purposes specified in Section 2(a)(ii)(4).

                  (ii)     In no event shall any Letter of Credit be used
         directly or indirectly by any Person for personal, family, household or
         agricultural purposes, (A) for the purpose, whether immediate,
         incidental or ultimate, of purchasing, acquiring or carrying any
         "margin stock" (as such term is defined in Regulation U promulgated by
         the Board of Governors of the Federal Reserve System) or (B) to extend
         credit to others directly or indirectly for the purpose of purchasing
         or carrying any such margin stock. The Borrowers represent and warrant
         that no Borrower is engaged principally in, or has as one of any
         Borrower's important activities, the business of extending credit to
         others for the purpose of purchasing or carrying such margin stock.

                  (h)      Mandatory Prepayments

                  (i)      The Borrowers shall ensure that at no time will the
         aggregate LC Obligations exceed the Borrowing Base as calculated as of
         any day during the Commitment Period, which amount as so calculated may
         differ from the amount of the Borrowing Base reflected in the most
         recently delivered Borrowing Base Report. If at any time aggregate LC
         Obligations exceed the lesser of (A) the Borrowing Base at such time
         (whether due to a reduction in the Borrowing Base in accordance with
         this Agreement, or otherwise), or (B) the Maximum Commitment at such
         time, the Borrowers shall pay to the Collateral Agent, an amount at
         least equal to such excess to be applied in accordance with the Cash
         Waterfall.

                  (ii)     If at any time any Credit Party or any Subsidiary of
         any Credit Party shall receive or be entitled to receive any proceeds
         with respect to any sale or issuance by such

                                       45

<PAGE>

         Person of (A) any Indebtedness not permitted by Section 7(a) or (B) any
         additional equity (other than as described in clause (b) of the
         definition of Permitted Capital Expenditures), the Borrowers shall pay
         to the Collateral Agent, an amount equal to such proceeds to be applied
         in accordance with the Cash Waterfall.

                  (iii)    Any amounts prepaid pursuant to this Section shall be
         in addition to, and not in lieu of, all payments otherwise required to
         be paid under the Credit Documents at the time of such prepayment.

                  (i)      Application of Payments made to LC Agent. Subject to
the provisions of the Intercreditor Agreement, funds received by the LC Agent in
accordance with the Cash Waterfall shall be applied as follows:

                  (1)      first, to pay expenses incurred by the LC Agent;

                  (2)      second, to pay fees and other amounts (other than
                           principal) then due and payable under this Agreement;

                  (3)      third, to the LC Issuer to pay Matured LC
                           Obligations; and

                  (4)      fourth, to cash collateralize any Letters of Credit
                           in an amount up to 105% of the Maximum Drawing
                           Amount.

         If any LC Participant owes payments to LC Issuer for the purchase of a
         participation under Section 2(c) or to the LC Agent hereunder, any
         amounts otherwise distributable under this Section to such LC
         Participant shall be deemed to belong to LC Issuer or the LC Agent,
         respectively, to the extent of such unpaid payments, and the LC Agent
         shall apply such amounts to make such unpaid payments rather than
         distribute such amounts to such LC Participant.

                  (j)      Voluntary Reduction of Maximum Commitment Amount;
Interest Rates and Fees

                  (i)      The Borrowers shall have the right from time to time
         to reduce permanently the Maximum Commitment; provided, however, that
         (A) notice of such reduction is given not less than ten (10) Business
         Days prior to such reduction, (B) the resulting Maximum Commitment is
         not less than the aggregate LC Obligations at the time of such
         reduction and (C) each partial reduction shall be in an amount at least
         equal to $5,000,000 and in multiples of $1,000,000 in excess thereof.

                  (ii)     Upon the occurrence and during the continuance of a
         Default or Event of Default, all Obligations shall bear interest on
         each day outstanding at the Default Rate.

                  (iii)    Commitment Fee. In consideration of each LC
         Participant's commitment to participate in the LC Issuer's obligations
         and rights under each Letter of Credit issued hereunder and the amount
         of each Matured LC Obligation paid by LC Issuer thereunder, the
         Borrowers jointly and severally agree to pay to the LC Agent, for the
         pro rata account of each LC Participant in accordance with its
         respective Percentage Share a commitment

                                       46

<PAGE>

         fee determined on a daily basis equal to the Commitment Fee Rate in
         effect on such day multiplied by the unused portion of such LC
         Participant's Percentage Share of the unused portion of the Maximum
         Commitment on each day during the Commitment Period, determined for
         each such day by deducting from the amount of the Maximum Commitment at
         the end of such day the aggregate LC Obligations. This commitment fee
         shall be due and payable in arrears on each Monthly Payment Date and at
         the end of the Commitment Period.

                  (iv)     Letter of Credit Fee. In consideration of LC Issuer's
         issuance of any Letter of Credit, the Borrowers jointly and severally
         agree to pay to the LC Agent, for the pro rata account of each LC
         Participant in accordance with its respective Percentage Share, the
         Letter of Credit Fee, payable monthly in arrears on each Monthly
         Payment Date that any Letter of Credit is outstanding, and on the
         Monthly Payment Date immediately following the expiration date of each
         Letter of Credit for the immediately preceding month or portion
         thereof. If the LC Agent, in contravention of the terms of this
         Agreement, receives any amount in excess of the Letter of Credit Fee
         required to be paid by the Borrowers, the LC Agent shall promptly
         deposit such excess amount into the Collection Account (as defined in
         the Intercreditor Agreement). If, however, the LC Agent receives an
         amount less than the Letter of Credit Fee required to be paid by the
         Borrowers (the "DEFICIENCY"), the Borrowers shall promptly pay the
         Deficiency to the LC Agent for the account of all LC Participants in
         accordance with their respective Percentage Shares.

                  (v)      Letter of Credit Fronting Fee. In consideration of LC
         Issuer's issuance of any Letter of Credit, the Borrowers jointly and
         severally agree to pay to the LC Issuer for its own account, (A) upon
         issuance, a letter of credit fronting fee equal to the greater of (1)
         an amount equal to 0.25% per annum times the face amount of such Letter
         of Credit and (2) $250, and (B) a minimum administrative issuance fee
         and such other fees and charges customarily charged by LC Issuer in
         respect of any issuance, amendment or negotiation of any Letter of
         Credit in accordance with LC Issuer's published schedule of such
         charges effective as of the date of such amendment or negotiation.

                  (vi)     Arrangement Fee. In addition to all other amounts due
         to the LC Agent under the Credit Documents, the Borrowers jointly and
         severally agree to pay to the LC Agent, for its own account, an
         arrangement fee, payable monthly in arrears on each Monthly Payment
         Date with respect to the immediately preceding month (or portion
         thereof) in an amount equal to (1) one percent (1%) per annum
         multiplied by (2) the Average Daily Maximum Commitment Amount for such
         month (or portion thereof). For purposes of this Section 2(j), the
         "AVERAGE DAILY MAXIMUM COMMITMENT AMOUNT" for any month (or portion
         thereof) shall equal the quotient of (A) the sum of the Maximum
         Commitment as it exists at 5:00 p.m. New York time, for each day in
         such month divided by (B) the total number of days in such month. (or
         portion thereof).

                  (vii)    Facility Fee. The Borrowers jointly and severally
         agree to pay to the LC Agent a facility fee in the amount of $1,250,000
         (the "FACILITY FEE") which fee shall be fully earned by the LC Agent as
         of the Closing Date and shall be paid on the Closing Date for the
         account of the LC Agent.

                                       47

<PAGE>

                  (viii)   Change in Control Fee. The Borrowers jointly and
         severally agree to pay to the LC Agent a Change in Control Fee in the
         amount of $250,000, for its own account, upon (1) a Change in Control
         or (2) the disposal by the holders of the Old Senior Notes of 50% of
         the equity interests such holders own, as of the Closing Date, in the
         membership interests of EOTT LLC.

                  (ix)     Reduction Fee. The Borrowers jointly and severally
         agree to pay to the LC Agent a reduction fee in the amount of
         $2,500,000 (the "REDUCTION FEE") for its own account on the date that
         is the earlier of (1) twelve (12) months from the Closing Date and (2)
         March 29, 2004, in the event that the sum of (A) the Maximum
         Commitment, (B) the "Maximum Commitment" (as defined in the Crude Oil
         Purchase Agreement) and (C) the "Maximum Commitment" (as defined in the
         Receivables Purchase Agreement) shall not have been permanently reduced
         to an amount equal to or less than $200,000,000 on or prior to such
         date.

3.       PAYMENTS TO LC PARTICIPANTS.

                  (a)      General Procedures. The Credit Parties will make each
payment that they owe under the Credit Documents (other than fees payable to the
Lender Parties on the Closing Date) to the Collateral Agent for the account of
the Lender Party to whom such payment is owed in lawful money of the United
States of America, without set-off, deduction or counterclaim and in immediately
available funds. Each such payment must be received by the Collateral Agent not
later than noon, New York, New York time, on the date such payment becomes due
and payable. Any payment received by the Collateral Agent after such time will
be deemed to have been made on the next following Business Day. Should any such
payment become due and payable on a day other than a Business Day, the maturity
of such payment shall be extended to the next succeeding Business Day, and, in
the case of a payment of principal, past due interest, fees or expenses,
interest shall accrue and be payable thereon for the period of such extension in
the Credit Document under which such payment is due. Each payment under a Credit
Document shall be due and payable at the place provided therein. The Collateral
Agent shall distribute all money so collected or received in accordance with the
Cash Waterfall.

                  (b)      Payment Obligations Absolute. Notwithstanding any
payment by the Credit Parties to the Collateral Agent pursuant to Section 3(a),
nothing contained in this Agreement is intended to or shall (i) impair, as among
the Credit Parties and the Lender Parties, the obligation of the Credit Parties,
which is absolute and unconditional, to pay to the Lender Parties any
Obligations payable by the Credit Parties under or this Agreement or any other
Credit Document as and when the same shall become due and payable in accordance
with their respective terms, or (ii) prevent the Lender Parties from exercising
all remedies otherwise permitted by applicable law upon default under this
Agreement or any other Credit Document, subject to the Intercreditor Agreement.

                  (c)      Capital Reimbursement. If any Lender Party shall
determine that the adoption, effectiveness, phase-in or applicability after the
date hereof of any Law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof, or compliance by a Lender Party with any guideline,
request or directive regarding capital adequacy (whether or not having the force
of Law) of any

                                       48

<PAGE>

such Tribunal, has or would have the effect of reducing the rate or return on
the capital of such Lender Party or any Person controlling such Lender Party as
a consequence of, or with reference to such Lender Party's Letters of Credit or
participations therein or other obligations hereunder to a level below which
such Lender Party or such controlling Person could have achieved but for such
adoption, effectiveness, phase-in, applicability, change or compliance (taking
into consideration the policies of such Lender Party or such controlling Person
with regard to such capital adequacy), then from time to time within five
Business Days after notice to the Borrower Representative from such Lender Party
of a written statement (with a copy to the LC Agent) setting forth in reasonable
detail the basis of the calculation of such compensation and reimbursement,
which statement shall be conclusive and binding upon all parties hereto absent
manifest error and which shall be delivered to the Borrower Representative as
soon as practicable after such Lender Party becomes aware of the fact giving
rise thereto, the Borrowers shall pay to such Lender Party such additional
amount or amounts as will compensate such Lender Party or such controlling
Person on an after-tax basis for such reduction.

                  (d)      Increased Cost of Letters of Credit. If any
applicable Law (whether now in effect or hereinafter enacted or promulgated,
including Regulation D) or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration thereof
(whether or not having the force of Law):

                  (i)      shall change the basis of taxation of payments to any
         Lender Party of any principal, interest or other amounts attributable
         to any Letter of Credit or otherwise due under this Agreement in
         respect of any Letter of Credit (other than taxes imposed on, or
         measured by, the overall net income of such Lender Party or any
         Applicable Lending Office of such Lender Party by any jurisdiction in
         which such Lender Party or any such Applicable Lending Office is
         located); or

                  (ii)     shall change, impose, modify, apply or deem
         applicable any reserve, special deposit or similar requirements in
         respect of any Letter of Credit or against assets of, deposits with or
         for the account of, or credit extended by, such Lender Party; or

                  (iii)    shall impose on any Lender Party any other condition
         affecting any Letter of Credit, the result of which is to increase the
         cost to any Lender Party of issuing any Letter of Credit or to reduce
         the amount of any sum receivable by any Lender Party in respect of any
         Letter of Credit by an amount deemed by any Lender Party to be
         material,

then such Lender Party shall promptly notify the LC Agent and the Borrower
Representative in writing of the happening of such event and of the amount
required to compensate such Lender Party for such event (on an after-tax basis,
taking into account any taxes on such compensation), whereupon Borrower shall,
within five Business Days after demand therefor by such Lender Party, pay such
amount to the LC Agent for the account of such Lender Party.

                  (e)      Notice; Change of Applicable Lending Office. A Lender
Party shall notify the Borrower Representative of any event occurring after the
date of this Agreement that will entitle such Lender Party to compensation under
Sections 3(a), (c), or (d) as promptly as practicable, but in any event within
90 days after such Lender Party obtains actual knowledge thereof; provided,
however, that (i) if such Lender Party fails to give such notice within 90 days

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<PAGE>

after it obtains actual knowledge of such an event, such Lender shall, with
respect to compensation payable pursuant to Sections 3(a), (c), or (d) in
respect of any costs or compensation resulting from such event, only be entitled
to payment under Sections 3(a), (c), or (d) for costs or compensation incurred
from and after the date 90 days prior to the date that such Lender Party does
give such notice and (ii) such Lender Party will designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole determination of such
Lender Party, be disadvantageous to such Lender Party, except that such Lender
Party shall have no obligation to designate an Applicable Lending Office located
outside the United States of America. Each Lender Party will furnish to the
Borrower Representative a certificate setting forth the basis and amount of each
request by such Lender Party for compensation under Sections 3(a), (c), or (d).

                  (f)      Availability. If any change in applicable Laws, or in
the interpretation or administration thereof, of or in any jurisdiction
whatsoever, domestic or foreign, shall make it unlawful or impracticable for
such Lender Party to issue or participate in Letters of Credit, then, upon
notice by such Lender Party to the Borrower Representative and such Lender
Party, Borrowers' right to obtain Letters of Credit shall be suspended to the
extent and for the duration of such illegality, impracticability or restriction.
The Borrowers agree to indemnify each Lender Party and hold it harmless against
all costs, expenses, claims, penalties, liabilities and damages that may result
from any such change in Law, interpretation or administration. Such
indemnification shall be on an after-tax basis, taking into account any taxes
imposed on the amounts paid as indemnity.

                  (g)      Reimbursable Taxes. Borrowers covenant and agree
that:

                  (i)      Borrowers will indemnify each Lender Party against
         and reimburse each Lender Party for all present and future stamp and
         other taxes, levies, costs and charges whatsoever imposed, assessed,
         levied or collected on or in respect of this Agreement or any Letters
         of Credit (whether or not legally or correctly imposed, assessed,
         levied or collected), excluding, however, any taxes imposed on or
         measured by the overall net income of such Lender Party or any
         Applicable Lending Office of such Lender Party by any jurisdiction in
         which such Lender Party or any such Applicable Lending Office is
         located (all such non-excluded taxes, levies, costs and charges being
         collectively called "REIMBURSABLE TAXES" in this Section). Such
         indemnification shall be on an after-tax basis, taking into account any
         taxes imposed on the amounts paid as indemnity.

                  (ii)     All payments on account of the principal of, and
         interest on, each Lender Party's Letters of Credit, and all other
         amounts payable by Borrowers to any Lender Party hereunder, shall be
         made in full without set-off or counterclaim and shall be made free and
         clear of and without deductions or withholdings of any nature by reason
         of any Reimbursable Taxes, all of which will be for the account of
         Borrowers. In the event of Borrowers being compelled by Law to make any
         such deduction or withholding from any payment to any Lender Party,
         Borrowers shall pay on the due date of such payment, by way of
         additional interest, such additional amounts as are needed to cause the
         amount receivable by such Lender Party after such deduction or
         withholding to equal the amount which would have been receivable in the
         absence of such deduction or withholding. If Borrowers shall make any
         deduction or withholding as aforesaid, Borrowers shall within

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<PAGE>

         60 days thereafter forward to such Lender Party an official receipt or
         other official document evidencing payment of such deduction or
         withholding.

                  (iii)    Notwithstanding the foregoing provisions of this
         Section, Borrowers shall be entitled, to the extent it is required to
         do so by Law, to deduct or withhold (and not to make any
         indemnification or reimbursement for) income or other similar taxes
         imposed by the United States of America (other than any portion thereof
         attributable to a change in federal income tax Laws effected after the
         date hereof) from interest, fees or other amounts payable hereunder for
         the account of any Lender Party, other than Lender Party (A) who is a
         U.S. person for Federal income tax purposes or (B) who has the
         Prescribed Forms on file with the LC Agent (with copies provided to the
         Borrower Representative) for the applicable year to the extent
         deduction or withholding of such taxes is not required as a result of
         the filing of such Prescribed Forms; provided, however, that if
         Borrower shall so deduct or withhold any such taxes, it shall provide a
         statement to the LC Agent and such Lender Party, setting forth the
         amount of such taxes so deducted or withheld, the applicable rate and
         any other information or documentation which such Lender Party may
         request for assisting such Lender Party to obtain any allowable credits
         or deductions for the taxes so deducted or withheld in the jurisdiction
         or jurisdictions in which such Lender Party is subject to tax. As used
         in this Section, "PRESCRIBED FORMS" means such duly executed forms or
         statements, and in such number of copies, which may, from time to time,
         be prescribed by Law and which, pursuant to applicable provisions of
         (i) an income tax treaty between the United States and the country of
         residence of such Lender Party providing the forms or statements, (ii)
         the Tax Code or (iii) any applicable rules or regulations thereunder,
         permit Borrowers to make payments hereunder for the account of such
         Lender Party free of such deduction or withholding of income or similar
         taxes.

4.       OTHER ACTIONS OF CREDIT PARTIES.

(a)      Each Credit Party shall at any time and from time to time take such
         steps as the LC Agent may request for the Collateral Agent to (i)
         obtain an acknowledgment, in form and substance satisfactory to the
         Collateral Agent, of any bailee having possession of any of the
         Collateral that the bailee holds such Collateral for the Collateral
         Agent, (ii) obtain "control" of any investment property, deposit
         accounts, letter-of-credit rights or electronic chattel paper (as such
         terms are defined in Article 9 of the UCC with corresponding provisions
         in Sections 9-104, 9-105, 9-106 and 9-107, relating to what constitutes
         "control" for such items of Collateral), with any agreements
         establishing control to be in form and substance satisfactory to the
         Collateral Agent, and (iii) otherwise insure the continued perfection
         and priority of the Collateral Agent's security interest in any of the
         Collateral and of the preservation of its rights therein.

(b)      Each Credit Party shall at any time and from time to time take such
         steps as the Collateral Agent may request with respect to the creation
         and perfection of valid, enforceable, first priority mortgage Liens on
         and/or security interests in any real property or fixtures included in
         the Collateral owned or leased by such Credit Party, including, without
         limitation, (i) the execution, delivery, acknowledgement, filing and
         recordation of such mortgages, deeds of trust, fixture filings and
         similar instruments as the Collateral Agent

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<PAGE>

         deems necessary or desirable to the granting of a valid, enforceable
         first priority mortgage Lien on any such property or fixtures and (ii)
         the delivery of such mortgagee's title insurance (other than with
         respect to the real property underlying pipelines, to the extent not
         typically obtained by lenders taking a lien in similar assets), title
         opinions and other legal opinions as the Collateral Agent deems
         necessary or desirable to better confirm the granting to the Collateral
         Agent by the applicable Credit Party of such Lien on such Credit
         Party's real property or fixtures included in the Collateral owned or
         leased by such Credit Party.

(c)      Nothing contained in this Agreement shall be construed to narrow the
         scope of the Collateral Agent's security interests in or liens on any
         of the Collateral or the perfection or priority thereof or to impair or
         otherwise limit any of the rights, powers, privileges or remedies of
         the Collateral Agent.

5.       REPRESENTATIONS AND WARRANTIES. Each Credit Party hereby makes the
following representations and warranties, each of which is a continuing
representation and warranty, the continuing truth and accuracy of each of such
representations and warranties being a continuing condition of financing of
Borrowers by the LC Issuer:

(a)      Such Credit Party is duly organized, formed or incorporated and validly
         existing under the Laws of its jurisdiction of organization or
         incorporation, having all powers required to carry on its business.
         Such Credit Party has the partnership, corporate or limited liability
         company, as applicable, power to execute, deliver and perform the terms
         and provisions of this Agreement and the other Credit Documents. Such
         Credit Party has taken or caused to be taken all necessary partnership,
         corporate or limited liability company, as applicable, action to
         authorize the execution, delivery and performance of this Agreement and
         the other Credit Documents. Each Borrower is duly authorized to borrow
         funds hereunder.

(b)      Such Credit Party is duly qualified, in good standing and authorized to
         do business in the jurisdictions in the United States identified in
         Section 5(b) of the Disclosure Schedule. Such jurisdictions comprise
         all jurisdictions within the United States wherein the character of the
         properties owned or held by it or the nature of business transacted by
         it makes such qualification necessary, except to the extent that such
         non-qualification, lack of good standing or non-authorization could not
         result in a Material Adverse Change. Such Credit Party has taken all
         actions and procedures customarily taken in order to enter, for the
         purpose of conducting business or owning property, each jurisdiction
         outside the United States wherein the character of the properties owned
         or held by it or the nature of the business transacted by it makes such
         actions and procedures necessary, except for such actions which if not
         taken, could not result in a Material Adverse Change.

(c)      This Agreement and the other Credit Documents constitute and will
         constitute legal, valid and binding obligations of such Credit Party,
         enforceable against it in accordance with their respective terms,
         except as enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting the
         enforcement of creditors' rights generally.

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<PAGE>

(d)      Except as set forth in Section 5(d) of the Disclosure Schedule, such
         Credit Party is in compliance with the requirements of all applicable
         laws, rules, regulations and orders of any governmental authority or
         Tribunal relating to its business as presently conducted or
         contemplated and relating to all real estate formerly or presently
         owned, operated or leased by any Credit Party, including, without
         limitation, all permits, licensing and approval requirements; ERISA;
         the Tax Code; all limitations, restrictions, conditions, standards,
         prohibitions, requirements, obligations, schedules and timetables
         contained in any Environmental Law, or in any regulation, code, plan,
         order, decree, judgment, injunction, notice or demand letter issued,
         entered, promulgated or approved thereunder, except to the extent that
         any such non-compliance (alone or in the aggregate with other such
         instances of non-compliance) could not result in a Material Adverse
         Change.

(e)      No action of, or filing with, any governmental or public body or
         authority (other than, as of the Closing Date, the filing or recording
         of such UCC financing statements, mortgages, deeds of trust, fixture
         filings and other documents evidencing security interests and Liens in
         favor of the Collateral Agent as have been delivered, in form and
         substance satisfactory, to the LC Agent on or prior to the Closing
         Date) is required in connection with the execution, delivery and
         performance of this Agreement, the other Credit Documents or any of the
         instruments or documents to be delivered pursuant hereto or thereto.

(f)      The execution and delivery by such Credit Party of the Credit Documents
         to which it is a party, the performance by such Credit Party of its
         obligations under such Credit Documents and the consummation of the
         transactions contemplated by the various Credit Documents do not and
         will not (i) except as set forth in Section 5(f) of the Disclosure
         Schedule, conflict with any provision of (1) any Law, or (2) the
         Organizational Documents of such Credit Party, (ii) conflict with the
         terms of or result in a breach or default under any material contract,
         indenture, lease, license or other agreement to which such Credit Party
         is party or (iii) result in or require the creation of any Lien upon
         any assets or properties of such Credit Party or any of its Affiliates,
         except as expressly contemplated in the Credit Documents. Except as
         expressly contemplated in the Credit Documents, no permit, consent,
         approval, authorization or order of and no notice to or filing,
         registration or qualification with, any Tribunal or third party is
         required in connection with the execution, delivery or performance by
         such Credit Party of any Credit Document or to consummate any
         transactions contemplated by the Credit Documents, other than consents,
         approvals, authorizations or orders that have been obtained or notices
         given or filings made prior to the date hereof.

(g)      Such Credit Party's place of incorporation, organization or formation,
         as applicable, is the State of Delaware, and its principal place of
         business and chief executive office, where its records are maintained
         are disclosed on the signature page hereto. Except as set forth in
         Section 5(g) of the Disclosure Schedule, such Credit Party does not use
         any trade styles, trade names or fictitious partnership names.

(h)      All filings, assignments, pledges and deposits of documents or
         instruments will have been made and all other actions have been taken
         that are necessary or advisable (other than, as of the Closing Date,
         the filing or recording of such UCC financing statements, mortgages,

                                       53

<PAGE>

         deeds of trust, fixture filings and other documents evidencing security
         interests and Liens in favor of the Collateral Agent as have been
         delivered, in form and substance satisfactory, to the LC Agent on or
         prior to the Closing Date) under applicable law, to establish and
         perfect the Collateral Agent's first-priority security interest in and
         Liens on the Collateral. The Collateral and the Collateral Agent's
         rights with respect to the Collateral are not subject to any set-off,
         claims, recoupment, withholdings or other defenses. The Credit Parties
         are the owners of the Collateral, free from any lien, security
         interest, encumbrance or any other claim of demand except for Permitted
         Liens.

(i)      After giving effect to the transactions contemplated by this Agreement
         and the other Credit Documents, there does not exist at the date hereof
         any condition or event which constitutes a Default hereunder or which
         after notice or lapse of time, or both, would constitute such a Default
         hereunder.

(j)      Except as set forth in Section 5(j) of the Disclosure Schedule, (a) no
         Termination Event has occurred with respect to any ERISA Plan and all
         ERISA Affiliates are in compliance with ERISA in all material respects,
         (b) no ERISA Affiliate is required to contribute to, or has any other
         absolute or contingent Liability in respect of, any "multiemployer
         plan" as defined in Section 4001 of ERISA, and (c) no "accumulated
         funding deficiency" (as defined in Section 412(a) of the Tax Code)
         exists with respect to any ERISA Plan, whether or not waived by the
         Secretary of the Treasury or his delegate and (d) the current value of
         each ERISA Plan's benefits does not exceed the current value of such
         ERISA Plan's assets available for the payment of such benefits.

(k)      Except as set forth in Section 5(k) of the Disclosure Schedule:

                  (i)      No notice, notification, demand, request for
         information, citation, summons, order, notice of violation, or notice
         of noncompliance, has been issued, no complaint, consent order or
         consent decree has been filed, no fine or penalty has been assessed and
         no investigation or review is pending or threatened by any Tribunal or
         any other Person with respect to any of the following: (A) any alleged
         generation, treatment, storage, recycling, transportation, disposal or
         Release of any Hazardous Materials, either by any Credit Party or on
         any property owned by such Credit Party, (B) any remedial action that
         might be needed to respond to any such alleged generation, treatment,
         storage, recycling, transportation, disposal or Release, (C) any
         alleged failure by any Credit Party to have any permit, license or
         authorization required in connection with the conduct of its business
         or with respect to any such generation, treatment, storage, recycling,
         transportation, disposal or Release, or (D) the failure of any Credit
         Party to comply in any manner and to any extent with any Environmental
         Law.

                  (ii)     No Credit Party has any known material contingent
         Liability in connection with any alleged generation, treatment,
         storage, recycling, transportation, disposal or Release of any
         Hazardous Materials at any location.

                  (iii)    No Credit Party has handled any Hazardous Materials,
         other than as a generator, on any properties now or previously owned,
         operated or leased by any Credit Party.

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<PAGE>

                  (iv)     Each Credit Party represents and warrants that:

                  (1)      no PCBs are or have been present at any properties
                           now or previously owned, operated or leased by any
                           Credit Party;

                  (2)      no asbestos is or has been present at any properties
                           now or previously owned, operated or leased by any
                           Credit Party;

                  (3)      there are no underground storage tanks for Hazardous
                           Materials, active or abandoned, at any properties now
                           or previously owned, operated or leased by any Credit
                           Party; and

                  (4)      no Hazardous Materials have been Released at, on or
                           under or are migrating from or to any properties now
                           or previously owned, operated or leased by any Credit
                           Party.

                  (v)      No Credit Party has transported or arranged for the
         transportation of any Hazardous Material to any location listed on the
         National Priorities List under CERCLA, any location listed for possible
         inclusion on the National Priorities List by the Environmental
         Protection Agency in CERCLIS, nor, any location listed on any similar
         state list or which is the subject of federal, state or local
         enforcement actions or other investigations, other than as could not,
         alone or in the aggregate, result in a Material Adverse Change.

                  (vi)     Any Hazardous Substances that have been generated by
         any Credit Party business or at any properties presently or formerly
         owned, operated or leased by any Credit Party have, if required
         pursuant to applicable Environmental Laws, been transported offsite
         only by carriers having an identification number issued by the EPA (or
         the equivalent thereof in any foreign jurisdiction), and treated or
         disposed of only by treatment or disposal facilities maintaining valid
         permits as required under applicable Environmental Laws, which
         transporters and facilities have been and are, to the best of the
         Credit Parties' knowledge, operating in compliance with such permits
         and applicable Environmental Laws, other than as could not, alone or in
         the aggregate, result in a Material Adverse Change.

                  (vii)    No property now or previously owned, operated or
         leased by any Credit Party is listed or proposed for listing on the
         National Priorities List promulgated pursuant to CERCLA, in CERCLIS,
         nor on any similar state list of sites requiring investigation or
         clean-up, other than as could not, alone or in the aggregate, result in
         a Material Adverse Change.

                  (viii)   There are no Liens arising under or pursuant to any
         Environmental Laws on any of the real properties or properties owned or
         leased by any Credit Party, and no governmental actions of which any
         Credit Party is aware have been taken or are in process that could
         subject any of such properties to such Liens; nor would any Credit
         Party be required to place any notice or restriction relating to the
         presence of Hazardous Materials at any properties owned by it or in any
         deed to such properties, other than as could not, alone or in the
         aggregate, result in a Material Adverse Change.

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<PAGE>

                  (ix)     All environmental investigations, studies, audits,
         tests, reviews or other analyses for ground water or soil contamination
         relating to the Release of Hazardous Materials conducted by or which
         are in the possession or control of such Credit Party in relation to
         any properties or facility now or previously owned or leased by such
         Credit Party are available for inspection by the LC Agent or the
         Collateral Agent at the Borrower Representative's offices or
         facilities.

                  (x)      None of the Credit Parties or any real property is
         subject to any applicable Environmental Law requiring the performance
         of Hazardous Substances site assessments, or the removal or remediation
         of Hazardous Substances, or the giving of notice to any Tribunal or
         governmental authority or the recording or delivery to other Persons of
         an environmental disclosure document or statement by virtue of or as a
         condition to the transactions set forth herein and contemplated hereby.

(l)      No Credit Party is subject to regulation under the Public Utility
         Holding Company Act of 1935, the Investment Company Act of 1940 (as any
         of the preceding acts have been amended) or any other law which
         regulates the incurring by such Credit Party of indebtedness, including
         laws relating to common contract carriers or the sale of electricity,
         gas, steam, water or other public utility services. Such Credit Party
         is not subject to regulation under the Federal Power Act that would
         violate, result in a default under or prohibit the effectiveness or the
         performance of any of the provisions of the Credit Documents.

(m)      This Agreement is a "Credit Facility" for purposes of the Senior Notes
         Indenture, as defined therein. Neither the execution of any Credit
         Document executed in connection therewith, nor the issuance of Letters
         of Credit hereunder or the consummation of any other transaction
         contemplated by any of the foregoing is prohibited by, or conflicts
         with the terms of the Senior Notes Indenture; and furthermore, none of
         the execution, issuance, extension or consummation requires EOTT LLC to
         make any provision for the granting of any Lien in favor of the holders
         of the notes issued under the New Senior Notes.

(n)      None of the following securities is evidenced by a certificate: (i) the
         limited partner interest of EOTT LLC in EOTT OLP; (ii) the membership
         interest of EOTT LLC in EOTT GP; (iii) the limited partner interest of
         EOTT OLP in any of EOTT Canada, EOTT Liquids or EOTT Pipeline; or (iv)
         the general partner interest of EOTT GP in any of EOTT OLP, EOTT
         Canada, EOTT Liquids or EOTT Pipelines.

(o)      No Credit Party is in default in the performance of any of the
         covenants and agreements contained in any Credit Document. No event has
         occurred and is continuing that constitutes a Default.

(p)      The Initial Financial Statements, taken as a whole, fairly present EOTT
         MLP's Consolidated financial position at the date thereof, the
         Consolidated results of EOTT MLP's operations for the periods thereof
         and Consolidated cash flows for the periods thereof. The Initial
         Financial Statements were prepared in accordance with GAAP.

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<PAGE>

(q)      Other than as set forth in Section 5(q) of the Disclosure Schedule, no
         Credit Party has any outstanding Liabilities of any kind (including
         contingent obligations, tax assessments and unusual forward or
         long-term commitments) which are, in the aggregate, material to such
         Credit Party or material with respect to EOTT LLC's Consolidated
         financial condition.

(r)      Other than as set forth in Section 5(r) of the Disclosure Schedule, no
         Credit Party is subject to or restricted by any franchise, contract,
         deed, Organizational Document, restriction or other instrument or
         restriction that could cause a Material Adverse Change.

(s)      No certificate, statement or other information delivered herewith or
         heretofore by any Credit Party to the LC Agent or to any LC Participant
         in connection with this Agreement or any other Credit Document or in
         connection with any transaction contemplated herein or therein contains
         any untrue statement of a material fact or omits to state any material
         fact necessary to make the statements contained herein or therein, in
         light of the circumstances under which they were made, not misleading
         as of the date made or deemed made. All written information furnished
         after the date hereof by or on behalf of any Credit Party to the LC
         Agent or to any LC Participant in connection with this Agreement or any
         other Credit Document, or the transactions contemplated hereby or
         thereby will be true, complete and accurate in every material respect
         in light of the circumstances in which made, or based on reasonable
         estimates on the date as of which such information is stated or
         certified. There is no fact known to any Credit Party that has not been
         disclosed to the LC Agent that could cause a Material Adverse Change.

(t)      Other than as set forth in Section 5(t) of the Disclosure Schedule, (i)
         there are no actions, suits or legal, equitable, arbitrative or
         administrative proceedings pending or, to the knowledge of any Credit
         Party threatened, against any Credit Party or affecting any Collateral
         (including, without limitation, any that challenge or otherwise pertain
         to any Credit Party's title to any Collateral) before any Tribunal and
         (ii) there are no outstanding judgments, injunctions, writs, rulings or
         orders by any such Tribunal against any Credit Party or any Credit
         Party's stockholders, partners, directors or officers or affecting any
         Collateral, that in either case could result in a Material Adverse
         Change.

(u)      Since December 31, 2002, neither the business nor the properties of any
         Credit Party has been affected by any fire, explosion, accident,
         strike, lockout or other labor dispute, drought, storm, hail,
         earthquake, embargo, act of God or of the public enemy or other
         casualty (whether or not covered by insurance).

(v)      Neither EOTT LLC nor any Credit Party presently has any Subsidiary or
         owns any capital stock in any other corporation or association except
         those listed in Section 5(v) of the Disclosure Schedule. No Credit
         Party is a member or partner of any general or limited partnership,
         limited liability company, joint venture or association of any type
         whatsoever except those listed in Section 5(v) of the Disclosure
         Schedule. Each of the Credit Parties owns, directly or indirectly, the
         entire equity interest in each of its Subsidiaries listed in Section
         5(v) of the Disclosure Schedule.

(w)      (i) EOTT LLC and its Subsidiaries on a Consolidated basis is solvent
         (as such term is used in applicable bankruptcy, liquidation,
         receivership, insolvency or similar Laws), and

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<PAGE>

         the absolute and contingent Liabilities of EOTT LLC and its
         Subsidiaries on a Consolidated basis, including the Obligations, will
         not exceed the fair market value of the assets of EOTT LLC and its
         Subsidiaries on a Consolidated basis and (ii) the capital of EOTT LLC
         and its Subsidiaries on a Consolidated basis is adequate for the
         businesses in which the Credit Parties are engaged and intend to be
         engaged. No Credit Party has incurred (whether under the Credit
         Documents or otherwise), nor does any Credit Party intend to incur or
         believe that it will incur, debts that will be beyond its ability to
         pay (on a basis Consolidated with EOTT LLC and its Subsidiaries) as
         such debts mature.

(x)      Section 5(x) of the Disclosure Schedule contains a complete and correct
         list, as of the date of this Agreement, of each credit agreement, loan
         agreement, indenture, purchase agreement, guaranty or other arrangement
         providing for or otherwise relating to any Indebtedness or any
         extension of credit (or commitment for any extension of credit), or
         guaranty by, any Credit Party, or to which any Credit Party is subject,
         in excess of $1,000,000 with respect to any single Person and such
         Person's Affiliates taken as whole, other than the Credit Documents.
         The aggregate face amount outstanding or that may become outstanding
         under each such arrangement is correctly described in Section 5(x) of
         the Disclosure Schedule.

(y)      The Credit Parties have delivered (or will have delivered by the
         Closing Date) to the LC Agent and each of the LC Participants the
         Post-Confirmation Projections. The Post-Confirmation Projections have
         been prepared in good faith based on reasonable estimates and
         assumptions, and on the basis of assumptions stated therein, and
         reflect the reasonable estimates of the Borrowers of the results of
         operations and other information projected therein.

(z)      Subject to the rights of the Credit Parties set forth in the proviso
         below, the Credit Parties acknowledge and agree that (i) they have no
         claims or causes of actions against (a) the Prepetition Agent or any
         Prepetition Lenders under the Prepetition Credit Agreement (or any
         their directors, officers, employees, or agents) or (b) the DIP
         Collateral Agent, the DIP LC Agent or any DIP LC Participants under the
         DIP LC Agreement or the DIP Intercreditor Agreement, as applicable (or
         any their directors, officers, employees, or agents), (ii) have no
         offset right, counterclaim or defense of any kind against any of the
         obligations, indebtedness or liabilities to the agent or the lenders
         under the Prepetition Credit Agreement, the DIP LC Agreement or the DIP
         Intercreditor Agreement, and (iii) the Prepetition Agent and the
         Prepetition Lenders under the Prepetition Agreement, the DIP LC Agent
         and the DIP LC Participants under the DIP LC Agreement and the DIP
         Collateral Agent under the DIP Intercreditor Agreement have properly
         performed and satisfied in a timely manner all of their obligations to
         any Credit Party.

(aa)     Section 5(aa) of the Disclosure Schedule contains a complete and
         correct list, as of the date of this Agreement, of each commodity,
         investment, securities and deposit account opened or maintained by each
         of the Credit Parties.

(bb)     No "Default" or "Event of Default" (as each such term is defined in the
         Lehman Credit Agreement) has occurred and is continuing, and there
         exists no event or circumstance

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         that, with the passage of time or giving of notice, could result in a
         "Default" or "Event of Default" (as defined in the Lehman Credit
         Agreement).

(cc)     No "Default or "Event of Default" (as each such term is defined in the
         Senior Notes Indenture) has occurred and is continuing, and there
         exists no event or circumstance that, with the passage of time or
         giving of notice could result in a "Default" or "Event of Default" (as
         defined in the Senior Notes Indenture).

(dd)     Each "Subsidiary Guarantor" (as such term is defined in the Senior
         Notes Indenture) is a Guarantor hereunder.

6.       AFFIRMATIVE COVENANTS. To conform with the terms and conditions under
which each LC Participant is willing to have Extensions of Credit outstanding to
Borrowers, and to induce each LC Participant to enter into this Agreement and to
make Extensions of Credit, the Credit Parties covenant and agree jointly and
severally that, from the date that this Agreement is executed and delivered by
the parties hereto until the full and final payment in cash of the Obligations
and the expiration or termination of all obligations to make Credit Extensions
hereunder and of all Letters of Credit, unless the Majority LC Participants have
previously agreed otherwise:

                  (a)      Payment and Performance. Each Credit Party will pay
all amounts due under the Credit Documents to which it is a party in accordance
with the terms thereof and will observe, perform and comply with every covenant,
term and condition expressed in the Credit Documents to which it is a party.

                  (b)      Payment of Expenses. All Borrower Expenses shall be
part of the Obligations. Borrower shall pay any Lender Party, on such Lender
Party's demand, any and all Borrower Expenses which such Lender Party may pay in
connection with the provisions hereof.

                  (c)      Instruments, Documents, Securities or Chattel Paper.
Each Credit Party shall promptly notify the Collateral Agent of any instruments,
documents, securities or chattel paper that are owned or acquired by such Credit
Party. At any time and from time to time, upon the demand of the LC Agent, such
Credit Party shall deliver and pledge to the Collateral Agent, duly endorsed
and/or accompanied by such instruments of assignment and transfer in such form
and substance as the LC Agent may request, any and all instruments, documents,
securities and/or chattel paper which are included in the Collateral as the LC
Agent may request. Such Credit Party shall maintain and safeguard any and all
documents, instruments and chattel paper in its possession and its individual
books and records relating to the Collateral in a commercially reasonable manner
and cause the security interest granted herein to the Collateral Agent to be
marked thereon.

                  (d)      Books, Financial Statements and Reports. Each Credit
Party will at all times maintain full and accurate books of account and records.
EOTT LLC will maintain and will cause its Subsidiaries to maintain a standard
system of accounting, will maintain its Fiscal Year and will furnish the
following statements and reports to the LC Agent at Borrowers' expense:

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                  (i)      As soon as available, and in any event within 90 days
         after the end of each Fiscal Year, commencing with Fiscal Year 2003 (A)
         complete Consolidated balance sheets and statements of income and cash
         flows of EOTT LLC as of, and for the period ending, December 31 of the
         preceding year, together with all notes thereto, prepared in reasonable
         detail in accordance with GAAP, together with an unqualified opinion,
         based on an audit using generally accepted auditing standards, by
         PricewaterhouseCoopers, or other independent certified public
         accountants selected by EOTT and acceptable to the LC Agent, stating
         that such Consolidated financial statements have been so prepared;
         provided, however, that with respect to such balance sheets and
         statements of income and cash flows as of, and for the period ending,
         December 31, 2002, the opinion by such independent certified public
         accountant may be subject to the following qualifications: (x)
         qualification relating to issues between PBGC and the Credit Parties to
         the extent disclosed in the Disclosure Schedule, and (y) qualification
         relating to the Credit Parties' status as debtors and
         debtors-in-possession under the Chapter 11 in the Bankruptcy Court, and
         (B) consolidating unaudited balance sheets and statements of income of
         each consolidated Subsidiary of EOTT LLC. The Consolidated financial
         statements referred to in subclause (A) of the preceding sentence shall
         set forth in comparative form the corresponding figures for the
         preceding Fiscal Year for the corresponding predecessor entities. In
         addition, within 90 days after the end of each Fiscal Year, commencing
         with Fiscal Year 2003 EOTT LLC will furnish a certificate signed by
         such accountants (1) stating that they have read this Agreement, and
         (2) further stating that in making their examination and reporting on
         the Consolidated financial statements described above they obtained no
         knowledge of any Default existing at the end of such Fiscal Year, or,
         if they did so conclude that a Default existed, specifying its nature
         and period of existence.

                  (ii)     As soon as available, and in any event within 45 days
         after the end of each Fiscal Quarter of each Fiscal Year, (1) EOTT
         LLC's unaudited Consolidated balance sheet as of the end of such Fiscal
         Quarter and unaudited Consolidated statements of EOTT LLC's income and
         cash flows for such Fiscal Quarter and for the period from the
         beginning of the then current Fiscal Year (or, in the case of each
         Fiscal Quarter in 2003, from the date that the Reorganization Plan
         becomes effective as described in Section 2(f)(i)(1)) to the end of
         such Fiscal Quarter, (2) unaudited consolidating balance sheets and
         statements of income of each consolidated Subsidiary as of (A) the end
         of such Fiscal Quarter or (B) for such Fiscal Quarter and for the
         period from the beginning of the then current Fiscal Year to the end of
         such Fiscal Quarter, all in reasonable detail and prepared in
         accordance with GAAP (subject to changes resulting from normal and
         recurring adjustments made in conformity with GAAP), and as soon as
         available, and in any event within 60 days after the end of the last
         Fiscal Quarter of each Fiscal Year, EOTT LLC's unaudited Consolidated
         balance sheet as of the end of such Fiscal Quarter and unaudited
         Consolidated statement of income and operations for such Fiscal Quarter
         and for the period from the beginning of the current Fiscal Year to the
         end of such Fiscal Quarter.

                  (iii)    As soon as available, and in any event within 45 days
         after the end of each calendar month, (1) EOTT LLC's unaudited
         Consolidated balance sheet as of the end of such month and an unaudited
         Consolidated statement of EOTT LLC's income for such calendar month,
         all in reasonable detail and prepared in accordance with GAAP (subject

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         to changes resulting from normal and recurring adjustments made in
         conformity with GAAP) and (2) a volume report in the form attached
         hereto as Exhibit G, setting forth for such month aggregate volumes for
         all marketing and pipeline activities of all Credit Parties.

                  (iv)     Together with each set of financial statements
         furnished under subsections (i), (ii) and (iii) above, a certificate in
         the form of Exhibit B signed by the chief financial officer or
         treasurer of EOTT LLC stating that such financial statements are
         accurate and complete in all material respects, stating that he or she
         has reviewed the Credit Documents containing the calculations and
         stating that no Default exists at the end of such Fiscal Quarter or
         month, respectively, or at the time of such certificate or specifying
         the nature and period of existence of any such Default.

                  (v)      As soon as is available, and in any event no later
         than 45 days after the end of Fiscal Year 2003, a business and
         financial plan for EOTT LLC (in form and detail satisfactory to the LC
         Agent), prepared or caused to be prepared by a senior financial officer
         thereof, setting forth for Fiscal Year 2004, (1) monthly balance
         sheets, income statements and statements of cash flows for the
         following year, including the availability projections and plans for
         personnel, capital expenditures and facilities and (2) a statement of
         the material assumptions on which such plan is based.

                  (vi)     On or about the fifth (5th) (but no later than the
         eighth (8th)) and on or about the twentieth (20th) (but no later than
         the twenty-third (23rd)) day of each calendar month and upon request by
         the LC Agent, a Borrowing Base Report in the form of Exhibit C with
         such supporting information in detail as may from time to time be
         prescribed by the LC Agent, duly completed and certified by an
         authorized officer of EOTT LLC as of the first day of such month if
         delivered on or about the fifth (5th) day of a month, as of the
         fifteenth (15th) day if delivered on or about the twentieth (20th) day
         of a month, or as of the date otherwise requested. Each Borrowing Base
         Report shall include (A) a detailed listing of each Borrower's Accounts
         and Eligible Crude/Product/Liquid Deliveries; (B) a detailed listing of
         the volumes of each such party's crude oil and NGLs and the location of
         same; and (C) a listing of each such party's crude oil, refined
         petroleum product or NGL repurchase transactions in place or executed
         during the period covered by such report.

                  (vii)    Promptly upon their becoming available, copies of all
         financial statements, reports, notices and proxy statements sent by
         EOTT LLC to its unit holders and all registration statements,
         prospectus supplements, periodic reports and other statements and
         schedules filed by EOTT LLC with any securities exchange, the
         Securities and Exchange Commission or any similar governmental
         authority.

                  (viii)   On the first Business Day of each month, (1) a Cash
         Flow Report in the form of Exhibit D duly completed by an authorized
         officer of EOTT LLC, for the immediately preceding month and (2) a
         statement reconciling such report with the then-current Cash Budget.

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                  (ix)     As soon as available, and in any event within 45 days
         after the end of Fiscal Year 2003, an environmental compliance
         certificate signed by the chief executive officer of EOTT LLC in the
         form attached hereto as Exhibit E. Further, if requested by the LC
         Agent, the Credit Parties shall permit and cooperate with an
         environmental and safety review made in connection with the operations
         of the Credit Parties' properties one time during each Fiscal Year, by
         consultants selected by the LC Agent which review shall, if requested
         by the LC Agent, be arranged and supervised by environmental legal
         counsel for the LC Agent, all at the Credit Parties' cost and expense.
         The consultant shall render an oral or written report, as specified by
         the LC Agent, based upon such review at the Credit Parties' cost and
         expense and a copy thereof will be provided to the Credit Parties.

                  (x)      Concurrently with the annual renewal of the Credit
         Parties' insurance policies, the Credit Parties shall at their own cost
         and expense, if requested by the LC Agent in writing, cause a
         certificate or report to be issued by the Credit Parties' professional
         insurance consultants or other insurance consultants satisfactory to
         the LC Agent certifying that the Credit Parties' insurance for the next
         succeeding year after such renewal (or for such longer period for which
         such insurance is in effect) complies with the provisions of this
         Agreement and the Security Documents.

                  (xi)     On or about the fifth (5th) (but no later than the
         eighth (8th)) and on or about the twentieth (20th) (but no later than
         the twenty-third (23rd)) day of each calendar month and upon request by
         the LC Agent an Open Position Report in the form of Exhibit F, with
         such supporting information in detail as may from time to time be
         prescribed by the LC Agent, duly completed by an authorized officer of
         EOTT LLC as of the last day of the preceding month if delivered on or
         about the fifth (5th) day of a month, as of the fifteenth (15th) day if
         delivered on or about the twentieth (20th) day of a month, or as of the
         date otherwise requested. Such report shall include (a) net long or net
         short fixed price crude oil positions, in total, and by delivery month
         by grade or product, and (b) net long or net short ratably priced crude
         oil positions, in total and by delivery month by grade or product.

                  (xii)    On or before the tenth (10th) Business Day following
         receipt by any Borrower or any other Credit Party, a copy of any
         account statement received from any bank, securities intermediary,
         commodities or futures broker or other institution with whom such
         Borrower or such Credit Party maintains any deposit, investment,
         trading or other account.

                  (xiii)   Within 30 days after the end of each calendar month,
         the Cash Budget, which should be in form and substance reasonably
         satisfactory to the LC Agent.

                  (xiv)    As soon as practicable, and in any case no later than
         June 30, 2003, the Borrowers shall deliver to the LC Agent the
         Consolidated balance sheet of EOTT LLC dated as of March 1, 2003,
         reflecting the application of "fresh start" accounting, applied in
         accordance with GAAP.

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                  (xv)     Promptly, from time to time, such other information,
         documents or reports regarding any Borrower or any other Credit Party
         (including accountants' management letters and updates to the Cash
         Budget) as the LC Agent may request, including any regulatory filings.

                  (e)      Other Information and Inspections. In each case,
subject to the last sentence of this Section 6(e), each Credit Party will
furnish to each LC Participant any information that the LC Agent or any LC
Participant may from time to time request concerning any covenant, provision or
condition of the Credit Documents or any matter in connection with the Credit
Parties' businesses and operations. In each case, subject to the last sentence
of this Section 6(e), each Credit Party will permit representatives appointed by
the LC Agent (including independent accountants, auditors, agents, attorneys,
appraisers and any other Persons) to visit and inspect during normal business
hours any of such Credit Party's property, including its books of account, other
books and records and any facilities or other business assets, to make extra
copies therefrom and photocopies and photographs thereof and to write down and
record any information such representatives obtain, and each Credit Party shall
permit the LC Agent or its representatives to investigate and verify the
accuracy of the information furnished to the LC Agent or any LC Participant in
connection with the Credit Documents and to discuss all such matters with its
officers, employees and, upon prior notice to the Borrower Representative, its
representatives. Without limitation of the foregoing, at such reasonable times
and intervals as the LC Agent and the LC Participants shall request, Borrowers
shall permit the LC Agent and its representatives to conduct an audit,
examination, test and verification of the Collateral and the other business and
assets of the Credit Parties and in connection with such examination to have
full access to and the right to examine, audit, make abstracts and copies from
and inspect the Credit Parties' records, files, books of account and all other
documents, instruments and agreements to which any Credit Party is a party.
Borrowers shall pay all reasonable costs and expenses of the LC Agent associated
with any such audits. Additionally, at Borrowers' expense, from time to time the
LC Agent may require an inspection of the Collateral in storage at EOTT
Terminals to be conducted by an independent appraiser selected by the LC Agent.
Each of the foregoing audits, inspections and examinations shall be made subject
to compliance with applicable safety standards and the same conditions
applicable to any Credit Party in respect of property of that Credit Party on
the premises of Persons other than a Credit Party or an Affiliate of a Credit
Party, and all information, books and records furnished or requested to be
furnished, or of which copies, photocopies or photographs are made or requested
to be made, all information to be investigated or verified and all discussions
conducted with any officer, employee or representative of any Credit Party shall
be subject to any applicable attorney-client privilege exceptions that the
Credit Party reasonably determines is necessary and to compliance with
conditions to disclosures under non-disclosure agreements between any Credit
Party and Persons other than a Credit Party or an Affiliate of a Credit Party,
and subject further to the express undertaking of each Person acting at the
direction of or on behalf of the LC Agent to be bound by the confidentiality
provisions of Section 14(q).

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                  (f)      Notice of Material Events and Change of Address. Each
Credit Party will notify each LC Participant, not later than five (5) Business
Days after any executive officer of such Credit Party has knowledge thereof,
stating that such notice is being given pursuant to this Agreement, of:

                  (i)      the occurrence of any Material Adverse Change,

                  (ii)     the occurrence of any Default or Event of Default,

                  (iii)    the occurrence of any event or circumstance
         constituting a "Default" or "Event of Default" (as such terms are
         defined in the Lehman Credit Agreement or the Senior Notes Indenture),

                  (iv)     the acceleration of the maturity of any Indebtedness
         owed by any Credit Party or of any default under any indenture,
         mortgage, agreement, contract or other instrument to which any of them
         is a party or by which any of them or any of their properties is bound,
         if such default could cause a Material Adverse Change,

                  (v)      the occurrence of any Termination Event,

                  (vi)     under any Environmental Law, any claim of $1,000,000
         or more, any notice of potential liability that might be reasonably
         likely to exceed such amount or any other material adverse claim
         asserted against any Credit Party or with respect to any Credit Party's
         properties taken as a whole,

                  (vii)    any material loss, damage, investigation, action,
         suit, proceeding, claims, setoff, withholding or other defenses
         relating to the Collateral or which could result in any Material
         Adverse Change, and

                  (viii)   the filing of any suit or proceeding, or the
         assertion in writing of a claim against any Credit Party or with
         respect to any Credit Party's properties.

Upon the occurrence of any of the foregoing, the Credit Parties will take all
necessary or appropriate steps to remedy promptly any such Material Adverse
Change, Default, Event of Default, acceleration, default or Termination Event to
protect against any such adverse claim, to defend any such suit or proceeding
and to resolve all controversies on account of any of the foregoing. The Credit
Parties will also notify the LC Agent and the LC Agent's counsel in writing at
least twenty (20) Business Days prior to the date that any Credit Party changes
its name or the location of its chief executive office or principal place of
business or the place where it keeps its books and records concerning the
Collateral, furnishing with such notice any necessary financing statement
amendments or requesting the LC Agent and its counsel to prepare the same.

                  (g)      Maintenance of Properties. Each Credit Party will
maintain, preserve, protect and keep all Collateral and all other property used
or useful in the conduct of its business in good condition (ordinary wear and
tear excepted) and in material compliance with all applicable Laws and will from
time to time make all repairs, renewals and replacements

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reasonably needed to enable the business and operations carried on in connection
therewith to be promptly and advantageously conducted at all times.

                  (h)      Discharge of Liens. At its option, should any Credit
Party fail to do so, except to the extent permitted hereunder, the Collateral
Agent may discharge taxes, Liens or security interests or other encumbrances or
charges at any time levied or placed on the Collateral and may pay for the
insurance, maintenance and preservation of the Collateral. The Borrowers agree
to reimburse the Collateral Agent on demand, together with interest thereon at
the Alternate Base Rate, for any payment made or expense incurred by the
Collateral Agent in connection with the foregoing or otherwise under this
Agreement, and any such payment or expense shall constitute a part of the
Obligations secured by the Collateral.

                  (i)      Landlord's Waiver. If any Collateral of material
value is or may become subject to a landlord's Lien (other than with respect to
the realty underlying pipelines, to the extent not typically obtained by lenders
taking a lien in similar assets), the applicable Credit Party shall, at the LC
Agent's request, furnish the Collateral Agent with a landlord's waiver
satisfactory in form and substance to the LC Agent.

                  (j)      Maintenance of Existence and Qualifications. Each
Credit Party will maintain and preserve (i) its existence and (ii) its rights
and franchises in full force and effect and will qualify to do business in all
states or jurisdictions where required by applicable Law, other than, in the
case of clause (ii), as could not result in a Material Adverse Change.

                  (k)      Payment of Trade Liabilities, Taxes, etc. Each Credit
Party will (i) timely file all required tax returns including any extensions;
(ii) timely pay all taxes, assessments and other governmental charges or levies
imposed upon it or upon its income, profits or property; (iii) within 120 days
after the date such goods are delivered or such services are rendered, pay all
Liabilities owed by it on ordinary trade terms to vendors, suppliers and other
Persons providing goods and services used by it in the ordinary course of its
business; (iv) pay and discharge when due all other Liabilities now or hereafter
owed by it, other than royalty payments suspended in the ordinary course of
business; and (v) maintain appropriate accruals and reserves for all of the
foregoing in accordance with GAAP. However, each Credit Party may delay paying
or discharging any of the foregoing so long as it has set aside on its books
adequate reserves therefor in accordance with GAAP and (i) it is in good faith
contesting the validity thereof by appropriate proceedings, if necessary or (ii)
it is in good faith contesting the validity of such Liability.

                  (l)      Insurance. Each Credit Party shall at all times carry
insurance for all of its property (irrespective of whether such property is
owned or acquired before, on or after the Closing Date) with financially sound
and reputable insurers, of a character usually carried by responsible Persons
engaged in the same business or a business similarly situated against loss or
damage, of the kinds and in the amounts customarily carried by such Persons and
carry such other insurance as is usually carried by such Persons, including,
without limitation, insurance against its liability for injury to Persons (with
the LC Agent, the LC Participants and the Collateral Agent named as additional
insureds and the Collateral Agent as loss payee), all in amounts and of the type
currently carried by such Credit Party. All insurance policies covering
Collateral shall be endorsed (i) to provide for payment of losses to the
Collateral Agent, (ii) to

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provide that such policies may not be canceled or reduced or affected in any
material manner for any reason without 15 days prior notice to the Collateral
Agent and (iii) to provide for any other matters specified in any applicable
Security Document or which the Collateral Agent may require.

                  (m)      Performance on Borrowers' Behalf. If any Credit Party
fails to pay any taxes, insurance premiums, expenses, attorneys' fees or other
amounts it is required to pay under any Credit Document, the LC Agent may pay
the same after notice of such payment by the LC Agent is given to the Borrower
Representative. The Borrowers shall immediately reimburse the LC Agent for any
such payments and each amount paid by the LC Agent shall constitute an
Obligation owed hereunder that is due and payable on the date such amount is
paid by the LC Agent.

                  (n)      Interest. The Borrowers hereby, on a joint and
several basis, agree to pay interest at the Default Rate on all Obligations
(including Obligations to pay fees or to reimburse or indemnify any LC
Participant) that Borrower has in this Agreement promised to pay to such LC
Participant and that are not paid when due. Such interest shall accrue from the
date such Obligations become due until they are paid.

                  (o)      Compliance with Agreements and Law. Each Credit Party
will perform all material obligations it is required to perform under the terms
of each indenture, including in the case of EOTT LLC, the New Senior Notes,
mortgage, deed of trust, security agreement, lease and franchise and each
material agreement, contract or other instrument or obligation to which it is a
party or by which it or any of its properties is bound. Each Credit Party will
conduct its business and affairs in compliance with all Laws applicable thereto.

                  (p)      Environmental Matters; Environmental Reviews.

                  (i)      Each Credit Party will comply in all material
         respects with all Environmental Laws now or hereafter applicable to
         such Credit Party and any real estate owned, operated or leased thereby
         as well as all contractual obligations and agreements with respect to
         environmental remediation or other environmental matters and will
         obtain, at or prior to the time required by applicable Environmental
         Laws, all environmental, health and safety permits, licenses and other
         authorizations necessary for its operations, will maintain such
         authorizations in full force and effect, and will submit timely
         applications for renewal of such permits, licenses and other
         authorizations.

                  (ii)     Each Credit Party will promptly furnish to the LC
         Agent all written notices of violation, orders, claims, citations,
         complaints, penalty assessments, suits or other proceedings received by
         any such Credit Party after the date hereof, or of which it has notice
         after the date hereof, pending or threatened against such Credit Party,
         the potential liability of which exceeds $1,000,000 or could cause a
         Material Adverse Change if resolved adversely against such Credit
         Party, by any governmental authority with respect to any alleged
         violation of or non-compliance with any Environmental Laws or any
         permits, licenses or authorizations in connection with its ownership or
         use of its properties or the operation of its business.

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                  (iii)    Each Credit Party will promptly furnish to the LC
         Agent all requests for information, notices of claim, demand letters
         and other notifications received after the date hereof by such Credit
         Party in connection with its ownership or use of its properties or the
         conduct of its business, relating to potential responsibility with
         respect to any investigation or clean-up of Hazardous Material at any
         location, the potential liability of which exceeds $1,000,000.

                  (q)      Evidence of Compliance. Subject to the last sentence
of Section 6(e), each Credit Party will furnish to each LC Participant at such
Credit Party's expense all evidence which the LC Agent from time to time
requests in writing as to the accuracy and validity of or compliance with all
representations, warranties and covenants made by any Credit Party in the Credit
Documents, the satisfaction of all conditions contained therein and all other
matters pertaining thereto.

                  (r)      Agreement to Deliver Security Documents. To further
secure the Obligations whenever requested by the LC Agent in its sole and
absolute discretion, the Credit Parties will deliver chattel mortgages, security
agreements, financing statements and other Security Documents in form and
substance satisfactory to the LC Agent for the purpose of granting, confirming
and perfecting first and prior Liens or security interests in any personal
property (tangible or intangible) now owned or hereafter acquired by any Credit
Party.

                  (s)      Newly Created or Acquired Subsidiaries. Each
Subsidiary of EOTT created, acquired or coming into existence after the date
hereof shall, promptly upon the creation, acquisition or formation thereof,
execute and deliver to the LC Agent an instrument of joinder, in form and
substance satisfactory to the LC Agent, pursuant to which each new Subsidiary
(i) shall adopt, ratify, confirm and agree to perform and be bound by Section 10
hereof and the absolute and unconditional guaranty of the timely repayment of
the Obligations and the due and punctual performance of the obligations of the
Borrowers hereunder set forth therein, (ii) shall join the applicable Security
Documents as if such new Subsidiary was an original signatory thereto, and (iii)
shall deliver such other instruments and documents, including, without
limitation, perfection certificates, UCC financing statements and certificates
representing all of the issued and outstanding equity interests of such new
Subsidiary, in each case required to be executed or delivered pursuant to such
Security Documents in order to grant to or maintain the Collateral Agent's,
first-priority perfected security interest in and to the assets of and the
interests issued by such new Subsidiary. EOTT LLC will cause each such new
Subsidiary to deliver to the LC Agent, simultaneously with its delivery of such
an instrument of joinder, written evidence satisfactory to the LC Agent and its
counsel that such Subsidiary has taken all corporate, limited liability company
or partnership action necessary to duly approve and authorize its execution,
delivery and performance of such instrument and any other documents that it is
required to execute.

                  (t)      Compliance with Agreements. Each Credit Party shall
observe, perform or comply with any term or condition under the Reorganization
Plan. In addition, each Credit Party shall observe, perform or comply with any
agreement with any Person or any term or condition of any instrument, if such
agreement or instrument is materially significant to such Credit Party or to
EOTT LLC on a Consolidated basis or materially significant to any Guarantor,

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unless any such failure to so observe, perform or comply is remedied within the
applicable period of grace (if any) provided in such agreement or instrument.

                  (u)      Risk Management Policies. During the term of this
Agreement, EOTT LLC will maintain in effect the Risk Management Policies and
adhere to and conduct its risk management activities, and cause the other Credit
Parties to adhere to and conduct their respective risk management activities, in
accordance with such policies. The Borrower Representative shall provide written
notice to the LC Agent of any changes to the Risk Management Policies that the
EOTT LLC board of managers adopts promptly upon the EOTT LLC board of directors'
action thereon, and in no event more than 30 days after approval by the EOTT LLC
board of directors of such changes.

                  (v)      Retention of Financial Advisor and Commercial Finance
Audits. The Credit Parties acknowledge that the LC Agent and/or the LC Agent's
Special Counsel may continue to retain KPMG, or other advisors or consultants
(each an "ADVISOR") to, among other things, make visits to, and discuss
financial and operational matters with, the Borrowers and to advise the LC Agent
and the LC Participants as to business, operations and financial condition of
the Credit Parties. Any Advisor shall not be limited in the frequency of visits
to the facilities of the Credit Parties. The Credit Parties shall cooperate with
each Advisor and provide such Advisor with all information reasonably requested
by such Advisor in connection with its engagement by the LC Agent and/or the LC
Agent's Special Counsel. Upon the reasonable request of the LC Agent, the
Borrowers will obtain and deliver to the LC Agent, or, if the LC Agent so
elects, will cooperate with the LC Agent in the LC Agent's obtaining, a report
of an independent collateral auditor satisfactory to the LC Agent (which may be
affiliated with one of the LC Participants) with respect to some or all of the
assets included in the Borrowing Base or constituting Collateral, which report
shall indicate whether or not the information set forth in the Borrowing Base
Report most recently delivered is accurate and complete in all material respects
based upon (among other things) a review by such auditors of the accounts
receivable (including verification with respect to the amount, aging, identity
and credit of the respective Account Debtors and the billing practices of the
Borrowers) and inventory (including verification as to the value, location and
respective types). All such collateral value reports shall be conducted and made
at the expense of the Borrowers.

                  (w)      The Credit Parties shall, on or prior to the second
Business Day after the Closing Date, cause the merger of EOTT MLP into EOTT OLP,
as contemplated in the Reorganization Plan.

7.       NEGATIVE COVENANTS. To conform with the terms and conditions under
which each LC Participant is willing to have Extensions of Credit outstanding to
the Borrowers, and to induce each LC Participant to enter into this Agreement
and make the Extensions of Credit, the Credit Parties covenant and agree jointly
and severally that, from the date that this Agreement is executed and delivered
by the parties hereto until the full and final payment in cash of the
Obligations and the expiration or termination of all Letters of Credit, unless
the Majority LC Participants have previously agreed otherwise:

                  (a)      Indebtedness. No Credit Party will in any manner owe
or be liable for Indebtedness except:

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<PAGE>

                  (i)      the Obligations;

                  (ii)     Indebtedness arising under Hedging Contracts
         permitted under Section 7(d) or consisting of options, swaps, collars
         and similar instruments that relate to crude oil, refined petroleum
         products or NGLs that satisfy the requirements of subclauses (A), (B)
         and (C) of the proviso to the definition of "Hedging Contracts";

                  (iii)    Indebtedness of any Borrower owing to any other
         Borrower;

                  (iv)     Liabilities with respect to obligations to deliver
         crude oil, refined petroleum products or NGLs or to render terminalling
         or storage services in consideration for advance payments to a
         Borrower; provided, however, such delivery or rendering, as applicable,
         is to be made within 60 days after such payment;

                  (v)      guaranties by EOTT LLC or any Borrower of trade
         payables of any Borrower incurred and paid in the ordinary course of
         business on ordinary trade terms;

                  (vi)     any Indebtedness outstanding under the Purchase
         Agreements;

                  (vii)    Indebtedness existing under the "Note" (as defined in
         the Enron Settlement Agreement not exceeding $6,250,000 in principal
         amount, plus any deferred interest which is added to the principal
         thereof in accordance with its terms);

                  (viii)   any Indebtedness existing under the Lehman Credit
         Agreement not exceeding $75,000,000 in principal amount, less any
         optional or mandatory prepayments or repayments of principal;

                  (ix)     any Indebtedness existing under the New Senior Notes
         not exceeding $114,660,000 ($10,660,000 of which must be
         payment-in-kind notes issued in lieu cash payment of up to six months
         interest on the New Senior Notes) in principal amount, provided that no
         Credit Party shall make any payment of or distribution on account of
         principal, or make any cash payment of interest, on any New Senior
         Notes;

                  (x)      Overdraft Obligations (as defined in the
         Intercreditor Agreement) to Standard Chartered, not to exceed
         $15,000,000;

                  (xi)     Indebtedness under the promissory note to Big Warrior
         Corporation in connection with the Big Warrior Settlement, not
         exceeding $2,700,000 in principal amount; and

                  (xii)    Indebtedness under promissory notes payable to the
         order of the taxing authorities set forth in Section 7(a) of the
         Disclosure Schedule with respect to tax liabilities of the Credit
         Parties (or their predecessors, as the case may be) incurred prior to
         the Closing Date and provided for in the Reorganization Plan, in
         aggregate principal amount not exceeding $9,800,000.

                                       69

<PAGE>

                  (b)      Accounts. No Credit Party shall, without the prior
written consent of the Majority LC Participants, open or maintain any commodity,
investment, securities or deposit accounts except for those listed on the
Disclosure Schedule.

                  (c)      Limitation on Liens. No Credit Party will assign,
sell, mortgage, lease, transfer, set over, pledge, grant any security interest
in or Lien upon, encumber, or otherwise dispose of or abandon any Accounts,
inventory, cash, investment securities, margin deposit accounts with commodities
brokers or other rights or properties that constitute Collateral, whether now
owned or hereafter acquired, nor will any Credit Party permit any such Lien,
encumbrance or disposition to exist or occur with respect to such property,
except for (i) the sale from time to time in the ordinary course of business of
such property as may constitute inventory of such Credit Party, and (ii)
Permitted Liens. Except as provided in the Intercreditor Agreement, no Credit
Party shall abandon, forfeit, surrender, or release any rights in the Collateral
or enter into any operating, joint venture or similar agreement with respect to
the Collateral.

                  (d)      Hedging Contracts. No Credit Party will be a party to
or in any manner be liable on any Hedging Contract, except Hedging Contracts to
hedge the Credit Parties' risk from fluctuations in commodity prices in the
ordinary course of business or pursuant to the Crude Oil Purchase Agreement.

                  (e)      Limitation on Mergers, etc. and Issuances of
Securities. Except as expressly provided in this Section, no Credit Party will
(i) enter into any transaction of merger or consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), (ii) acquire any business or property from, or capital stock of,
or be a party to any acquisition of, any Person except for (1) purchases of
inventory and other property to be sold or used in the ordinary course of
business, and (2) Investments permitted under Section 7(h) or (iii) sell,
transfer, lease, exchange, alienate or otherwise dispose of, in one transaction
or a series of transactions, any part of its business or property, whether now
owned or hereafter acquired, except for sales or transfers not prohibited by
Section 7(f). EOTT LLC will not issue any securities other than membership
interests and any options or warrants giving the holders thereof only the right
to acquire such interests. No Subsidiary of EOTT LLC will issue any additional
partnership or limited liability company interests or shares of its capital
stock or other securities or any options, warrants or other rights to acquire
such additional partnership or limited liability company interests or shares or
other securities, except that a direct Subsidiary of a Credit Party may issue
additional partnership or limited liability company interests or shares or other
securities to such Credit Party or to EOTT LLC so long as such Subsidiary is a
Wholly Owned Subsidiary of EOTT LLC after giving effect thereto. No Subsidiary
of a Borrower which is a partnership will allow any diminution of such
Borrower's interest (direct or indirect) therein.

                  (f)      Limitation on Asset Sales. No Credit Party will sell,
transfer, lease, exchange, alienate or dispose of any Collateral or any of its
assets or properties or any interest therein, including pursuant to any
sale/leaseback transaction, except:

                  (i)      equipment that is worthless or obsolete or no longer
         necessary or useful to the proper conduct of its business or that is
         replaced by equipment of equal suitability and value;

                                       70

<PAGE>

                  (ii)     (x) inventory (including pipeline linefill) sold in
         the ordinary course of business on ordinary trade terms and (y) such
         inventory sold pursuant to the Crude Oil Purchase Agreement (including
         documents of title delivered to SCTSC in connection therewith and all
         proceeds thereof);

                  (iii)    Accounts, contract rights and any proceeds thereof
         sold pursuant to the Receivables Purchase Agreement;

                  (iv)     other dispositions of assets not exceeding (A)
         $250,000 for any individual disposition or series of related
         dispositions and (B) $1,000,000 in aggregate amount for all such
         dispositions during any fiscal year of the Borrowers; and

                  (v)      the disposition of the Designated Assets for cash, on
         terms and conditions satisfactory to the LC Agent, provided that the
         net proceeds therefrom shall be applied in accordance with the Cash
         Waterfall.

All proceeds of any such sales shall be paid directly to the Collateral Agent as
provided for in the Intercreditor Agreement. No Credit Party will sell, transfer
or otherwise dispose of capital stock of or partnership or other interests in
any of its Subsidiaries except to EOTT LLC or a Wholly Owned Subsidiary of EOTT
LLC. No Credit Party will discount, sell, pledge or assign any notes payable to
it, Accounts or future income. The Collateral Agent will, at the Borrower
Representative's request and expense, execute a release, satisfactory to the
Borrower Representative and the LC Agent, of any Collateral so sold,
transferred, leased, exchanged, alienated or disposed of in compliance with this
Section 7(f).

                  (g)      Limitation on Distributions, Dividends and
Redemptions. No Credit Party will declare or pay any dividends on, or make any
other distribution of any kind in respect of, any class of its capital stock or
any partnership, limited liability company or other interest in it, nor will any
Credit Party directly or indirectly make any capital contribution of any nature
to, or purchase, redeem, acquire or retire any shares of the capital stock of,
or partnership or limited liability company interests in, any Credit Party
(whether such interests are now or hereafter issued, outstanding or created), or
cause or permit any reduction or retirement of the capital stock of any Credit
Party, while any Obligations are outstanding. Notwithstanding the foregoing,
Subsidiaries of a Borrower shall not be restricted, directly or indirectly, from
declaring and paying dividends or making any other distributions to such
Borrower.

                  (h)      Limitation on New Businesses, Investments and Capital
Expenditures. No Credit Party will (i) make any expenditure or commitment or
incur any obligation or enter into or engage in any transaction except in the
ordinary course of business and transactions contemplated by the Purchase
Agreements, (ii) engage directly or indirectly in any business or conduct any
operations except in connection with or incidental to its present business and
operations, (iii) make any capital contributions to or other Investments in any
Person, other than Permitted Investments, or (iv) make or incur any Capital
Expenditures other than Permitted Capital Expenditures and, to the extent
required to be reflected as a Capital Expenditure pursuant to GAAP, payments
made with respect to the Big Warrior Settlement. All transactions permitted
under this Section are subject to Section 7(f).

                                       71

<PAGE>

                  (i)      Limitation on Credit Extensions. Except for Permitted
Investments and Hedging Contracts permitted under Section 7(d), no Credit Party
will extend credit, make advances or make loans other than normal and prudent
extensions of credit to customers buying goods and services in the ordinary
course of business or to another Credit Party in the ordinary course of
business, which extensions shall not be for longer periods than those extended
by similar businesses operated in a normal and prudent manner.

                  (j)      Transactions with Affiliates. No Credit Party will
engage in any transaction with any Affiliate (other than a Borrower or a
Guarantor) on terms more favorable to such Person than would have been
obtainable on an arms'-length basis in the ordinary course of business. Further,
no Credit Party will engage in any material transaction with Enron or any of its
Affiliates, except as contemplated in the Enron Settlement Agreement and the
Employee Transition Agreement.

                  (k)      Prohibited Contracts. Except as expressly provided
for in the Credit Documents and as described in the Disclosure Schedule, no
Credit Party will, directly or indirectly, enter into, create or otherwise allow
to exist any contract or other consensual arrangement restricting the ability of
any Subsidiary of EOTT LLC, including but not limited to any Borrower to: (i)
pay dividends or make other distributions, (ii) purchase or redeem equity
interests held in it by any Borrower or EOTT LLC, (iii) repay loans and other
Indebtedness owing by it to any Borrower or EOTT LLC, (iv) transfer any of its
assets to any Borrower or EOTT LLC or (v) create, incur, assume or suffer to
exist any Lien upon its property or assets to secure the Obligations. No Credit
Party will enter into any "take-or-pay" contract or other contract or
arrangement for the purchase of goods or services that obligates it to pay for
such goods or service regardless of whether they are delivered or furnished to
it other than contracts for pipeline capacity or for services in either case
reasonably anticipated to be utilized in the ordinary course of business. No
ERISA Affiliate will incur any obligation to contribute to any "multiemployer
plan" as defined in Section 4001 of ERISA that is subject to Title IV of ERISA.
No Credit Party shall prepay the principal of, or purchase, redeem or otherwise
acquire or retire for value, any of the New Senior Notes.

                  (l)      Modification of Certain Agreements. No Credit Party
will amend, modify, or permit any amendment or modification to (i) its
partnership agreement, limited liability company agreement, certificate of
formation, certificate of incorporation or other Organizational Document, as
applicable (other than solely to effect the merger of EOTT MLP and EOTT OLP),
(ii) the Senior Notes Indenture, or (iii) any contract or lease, that releases,
qualifies, limits, makes contingent or otherwise detrimentally affects the
rights and benefits of the LC Agent or any other Lender Party under or acquired
pursuant to any Security Documents.

                  (m)      Open Positions. The Credit Parties shall at all times
limit their Open Positions in accordance with the Risk Management Policies as
from time to time in effect.

                  (n)      Redelivery of Borrowing Base Report. If any contract
gives rise to an Eligible Receivable that is reflected in a Borrowing Base
Report representing the obligation to deliver crude oil in the month next
succeeding the month in which the Borrowing Base Report is delivered, and such
contract is modified, sold or exchanged in any way that would negatively affect
the Borrowing Base, then the Borrower Representative shall immediately (i)
deliver to the

                                       72

<PAGE>

LC Agent a revised Borrowing Base Report satisfactory to the LC Agent and (ii)
make any prepayment as may be required under Section 2(h) resulting from such
reduced Borrowing Base.

                  (o)      Books and Records. No Credit Party shall permit any
material change in the accounting treatment or reporting practices of each
Credit Party from those used in preparation of the financial statements
referenced in Section 6(d), except as required under GAAP.

                  (p)      Minimum Consolidated EBIDA. The Borrowers shall not
permit Consolidated EBIDA to be less than the following for the Reference
Periods ending on the dates set forth below:

<TABLE>
<CAPTION>
                                 Minimum
Reference Period Ended     Consolidated EBIDA
----------------------     ------------------
<S>                        <C>
January 31, 2003              $          0

February 28, 2003             $          0

March 31, 2003                $          0

April 30, 2003                $          0

May 31, 2003                  $    750,000

June 30, 2003                 $  1,678,000

July 31, 2003                 $  3,403,000

August 31, 2003               $  5,098,000

September 30, 2003            $  6,551,000

October 31, 2003              $  8,680,000

November 30, 2003             $ 10,440,000

December 31, 2003             $ 12,684,000

January 31, 2004              $ 15,969,000

February 29, 2004             $ 15,670,000

March 31, 2004                $ 16,895,000

April 30, 2004                $ 16,532,000

May 31, 2004                  $ 16,531,000

June 30, 2004                 $ 17,333,000

July 31, 2004                 $ 16,972,000

August 31, 2004               $ 17,386,000

September 30, 2004            $ 16,998,000
</TABLE>

                                       73

<PAGE>

                  (q)      Minimum Consolidated Tangible Net Worth. The
Borrowers will not permit Consolidated Tangible Net Worth to be less than the
amounts set forth as of each of the corresponding dates set forth below:

<TABLE>
<CAPTION>
                           Minimum Consolidated
       Date                 Tangible Net Worth
------------------         --------------------
<S>                        <C>
March 31, 2003                 $  8,500,000

April 30, 2003                 $  8,500,000

May 31, 2003                   $  8,500,000

June 30, 2003                  $  8,500,000

July 31, 2003                  $  8,500,000

August 31, 2003                $  8,500,000

September 30, 2003             $  8,500,000

October 31, 2003               $  8,500,000

November 30, 2003              $  8,500,000

December 31, 2003              $  8,500,000

January 31, 2004               $ 10,000,000

February 29, 2004              $ 10,000,000

March 31, 2004                 $ 10,000,000

April 30, 2004                 $ 10,000,000

May 31, 2004                   $ 10,000,000

June 30, 2004                  $ 10,000,000

July 31, 2004                  $ 10,000,000

August 31, 2004                $ 10,000,000

September 30, 2004             $ 10,000,000
</TABLE>

                  (r)      Interest Coverage. The Borrowers will not permit the
ratio of (a) Consolidated EBIDA for any Reference Period ending on a date set
forth below to (b) Consolidated Total Interest Expense for such period, to be
less than the ratio corresponding to such date set forth:

<TABLE>
<CAPTION>
                            Consolidated EBIDA
                           to Consolidated Total
       Date                   Interest Expense
------------------         ----------------------
<S>                        <C>
January 31, 2003                0.00 : 1.00

February 28, 2003               0.00 : 1.00

March 31, 2003                  0.00 : 1.00
</TABLE>

                                       74

<PAGE>

<TABLE>
<CAPTION>
                            Consolidated EBIDA
                           to Consolidated Total
       Date                  Interest Expense
------------------         ---------------------
<S>                        <C>

April 30, 2003                  0.00 : 1.00

May 31, 2003                    0.07 : 1.00

June 30, 2003                   0.16 : 1.00

July 31, 2003                   0.33 : 1.00

August 31, 2003                 0.49 : 1.00

September 30, 2003              0.62 : 1.00

October 31, 2003                0.79 : 1.00

November 30, 2003               0.93 : 1.00

December 31, 2003               1.11 : 1.00

January 31, 2004                1.36 : 1.00

February 29, 2004               1.35 : 1.00

March 31, 2004                  1.36 : 1.00

April 30, 2004                  1.34 : 1.00

May 31, 2004                    1.34 : 1.00

June 30, 2004                   1.40 : 1.00

July 31, 2004                   1.37 : 1.00

August 31, 2004                 1.42 : 1.00

September 30, 2004              1.21 : 1.00
</TABLE>

                  (s)      Current Ratio. The Borrowers will not permit the
ratio of Consolidated Current Assets to Consolidated Current Liabilities to be
less than the ratios set forth below as of each of the corresponding dates set
forth below:

<TABLE>
<CAPTION>
                            Consolidated Current
                           Assets to Consolidated
       Date                 Current Liabilities
------------------         ----------------------
<S>                        <C>
January 31, 2003                0.77 : 1.00

February 28, 2003               0.78 : 1.00

March 31, 2003                  0.90 : 1.00

April 30, 2003                  0.90 : 1.00

May 31, 2003                    0.90 : 1.00

June 30, 2003                   0.90 : 1.00

July 31, 2003                   0.90 : 1.00
</TABLE>

                                       75

<PAGE>

<TABLE>
<CAPTION>
                            Consolidated Current
                           Assets to Consolidated
       Date                 Current Liabilities
------------------         ----------------------
<S>                        <C>
August 31, 2003                 0.90 : 1.00

September 30, 2003              0.90 : 1.00

October 31, 2003                0.90 : 1.00

November 30, 2003               0.90 : 1.00

December 31, 2003               0.90 : 1.00

January 31, 2004                0.90 : 1.00

February 29, 2004               0.90 : 1.00

March 31, 2004                  0.90 : 1.00

April 30, 2004                  0.90 : 1.00

May 31, 2004                    0.90 : 1.00

June 30, 2004                   0.90 : 1.00

July 31, 2004                   0.90 : 1.00

August 31, 2004                 0.90 : 1.00

September 30, 2004              0.90 : 1.00
</TABLE>

                  (t)      Compliance with Environmental Laws. Other than as set
forth in Section 7(t) of the Disclosure Schedule, no Credit Party will (a) use
or allow the use of any real property owned, operated or leased by any Credit
Party or any portion thereof for the handling, processing, storage or disposal
of Hazardous Substances, (b) cause or permit to be located on any real property
owned, operated or leased by any Credit Party any underground tank or other
underground storage receptacle for Hazardous Substances, (c) generate any
Hazardous Substances on any real property owned, operated or leased by any
Credit Party, (d) conduct any activity at or use any real property owned,
operated or leased by any Credit Party in any manner so as to cause a release
(i.e. releasing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, disposing or dumping) or threatened
release of Hazardous Substances on, upon or into the environment or (e)
otherwise conduct any activity at or use any real property owned, operated or
leased by any Credit Party; in each case, in any manner that would violate any
Environmental Law or cause any Credit Party to incur or be subject to any
liability under any Environmental Law, other than violations and liabilities
that could not, in the aggregate, result in a Material Adverse Change.

8.       EVENTS OF DEFAULT. Each of the following events constitutes an Event of
Default under this Agreement:

(a)      Borrower fails to pay any Obligations with respect to any Matured LC
         Obligations when due and payable;

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<PAGE>

(b)      Any Credit Party fails to pay any Obligation (other than the
         Obligations in subsection (a) above) when due and payable, whether at a
         date for the payment of a fixed installment or as a contingent or other
         payment becomes due and payable or as a result of acceleration or
         otherwise, within three Business Days after the same becomes due;

(c)      Any event defined as a "default" or "event of default" in any Credit
         Document (other than this Agreement and such "events of default" that
         are defined to have occurred upon the occurrence of Events of Default
         hereunder) occurs, and the same is not remedied within the applicable
         period of grace (if any) provided in such Credit Document;

(d)      Any Credit Party fails to duly observe, perform or comply with any
         covenant, agreement or provision of Section 2(a)(ii), Section 2(h),
         Section 6(f), Section 6(g), Section 6(l), or Section 7;

(e)      Any Credit Party fails (other than as referred to in subsection (a),
         (b), (c) or (d) above) to duly observe, perform or comply with any
         covenant, agreement, condition or provision of any Credit Document to
         which it is a party, and such failure remains unremedied for a period
         of 5 Business Days after written notice of such failure from the LC
         Agent to the Borrower Representative;

(f)      Any representation or warranty previously, presently or hereafter made
         or deemed made in writing by or on behalf of any Credit Party in
         connection with any Credit Document shall prove to have been false or
         incorrect in any material respect on any date on or as of which made or
         deemed made, or any Credit Document at any time ceases to be valid,
         binding and enforceable as warranted in Section 5(c) for any reason
         other than its release or subordination by all LC Participants;

(g)      Any Credit Party (x) shall default in the payment when due of any
         principal of or interest on any Indebtedness in excess of $2,500,000 in
         the aggregate (other than Indebtedness the validity of which is being
         contested in good faith by appropriate proceedings and for which
         adequate reserves with respect thereto are maintained on the books of
         such Credit Party in accordance with GAAP), or (y) any event specified
         in any note, agreement, indenture, mortgage, deed of trust, security
         agreement or other document evidencing or relating to any such
         Indebtedness shall occur if the effect of such event is to cause, or
         (with the giving of any notice or the lapse of time or both) to permit
         the holder or holders of such Indebtedness (or a trustee or agent on
         behalf of such holder or holders) to cause, such Indebtedness to become
         due, or to be prepaid in full (whether by redemption, purchase, offer
         to purchase or otherwise), prior to its stated maturity;

(h)      There shall occur a "Default" or an "Event of Default" (as such terms
         are defined in the Lehman Credit Agreement or the Senior Notes
         Indenture), and the same shall not be remedied within the applicable
         period of grace (if any) provided for in the Lehman Credit Agreement or
         Senior Notes Indenture, as applicable;

(i)      Any Credit Party:

                  (i)      has entered against it a judgment, decree or order
         for relief by a court of competent jurisdiction in an involuntary
         proceeding commenced under any applicable

                                       77

<PAGE>

         bankruptcy, insolvency or other similar law of any jurisdiction now or
         hereafter in effect, including the Bankruptcy Code, as from time to
         time amended, or has any such proceeding commenced against it, in each
         case, which remains undismissed for a period of 60 days;

                  (ii)     commences a voluntary case under any applicable
         bankruptcy, insolvency or similar law now or hereafter in effect,
         including the Bankruptcy Code, as from time to time amended; or applies
         for or consents to the entry of an order for relief in an involuntary
         case under any such law; or makes a general assignment for the benefit
         of creditors; or is generally unable to pay (or admits in writing its
         inability to so pay) its debts as such debts become due; or takes
         corporate, partnership, limited liability company or other action to
         authorize any of the foregoing;

                  (iii)    has entered against it the appointment of or taking
         of possession by a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of any part of the Collateral of a
         value in excess of $2,500,000 in a proceeding brought against or
         initiated by it, and such appointment or taking of possession is
         neither made ineffective nor discharged within 60 days after the making
         thereof, or such appointment or taking possession is at any time
         consented to, requested by or acquiesced to by it;

                  (iv)     has entered against it a final judgment for the
         payment of money in excess of $2,500,000 (in each case not covered by
         insurance satisfactory to the LC Agent in its sole discretion), unless
         the same is stayed or discharged within 30 days after the date of entry
         thereof or an appeal or appropriate proceeding for review thereof is
         taken within such period and a stay of execution pending such appeal is
         obtained;

                  (v)      suffers a writ or warrant of attachment or similar
         process to be issued by any Tribunal against all or any substantial
         part of its assets or any part of the Collateral of a value in excess
         of $2,500,000, and such writ or warrant of attachment or similar
         process is not stayed or released within 30 days after the entry or
         levy thereof or after any stay is vacated or set aside;

                  (vi)     any Termination Event shall occur with respect to (A)
         the ERISA Plan known as the "Enron Corp. Cash Balance Plan" resulting
         in the incurrence of Liability by any Credit Party or (B) any other
         ERISA Plan of any Credit Party, any Subsidiary of any Credit Party or
         any of their respective ERISA Affiliates;

(j)      Any Change in Control occurs;

(k)      Any Borrower (i) maintains in effect Risk Management Policies that are
         not Currently Approved by the LC Agent or (ii) fails to adhere to or
         conduct its risk management activities, or cause any other Credit Party
         to adhere to or conduct their respective risk management activities, in
         accordance with the Risk Management Policies as in effect from time to
         time;

(l)      Any Material Adverse Change occurs;

(m)      Any of the Borrowers shall be enjoined from conducting any part of its
         business;

                                       78

<PAGE>

(n)      Any event defined as a "default" or "event of default" in either of the
         Purchase Agreements occurs and is not remedied within the applicable
         period of grace (if any) provided in such Purchase Agreements;

(o)      Any Credit Party shall breach any of its obligations under the
         Reorganization Plan; or

(p)      Any Credit Party, without the prior written consent of the LC Agent and
         the LC Participants, breach, modify, terminate, amend, appeal or seek
         to vacate the Confirmation Order.

9.       RIGHTS AND REMEDIES. Upon the occurrence and during the continuance of
any Event of Default, the LC Agent may, and upon the direction of the Majority
LC Participants shall, by notice to the Borrower Representative declare all or
any portion of the LC Obligations and other Obligations to be due and payable
and/or the commitment to extend credit to the Borrowers (if not theretofore
terminated) to be terminated, whereupon the full unpaid amount of such
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the commitment to extend credit to the Borrowers
shall terminate, provided, that in the event of any Event of Default specified
in Section 8(i)(i) or (ii), all such amounts shall become immediately due and
payable automatically without any requirement of notice from the LC Agent. In
addition, pursuant to Section 2.3(a) of the Intercreditor Agreement, if the
obligations under the Lehman Credit Agreement are accelerated as a result of a
continuing "Event of Default" thereunder, the LC Agent, upon the direction of
the Majority LC Participants, shall by notice to the Borrower Representative
declare all or any portion of the Obligations to be due and payable at the same
time as the obligations under the Lehman Credit Agreement, whereupon the full
unpaid amount of such Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment. In accordance with the Intercreditor Agreement, the LC Agent
shall not exercise certain of its remedies without the consent of the Required
Secured Parties (as defined in the Intercreditor Agreement).

10.      GUARANTY.

(a)      Each Guarantor hereby jointly and severally, irrevocably, absolutely
         and unconditionally guarantees to the LC Participants and the LC Agent
         the prompt, complete and full payment and performance when due, no
         matter how the same shall become due, of all Obligations, including but
         not limited to:

                  (i)      All obligations of the Credit Parties to make
         reimbursements and other payments to LC Participants or the LC Agent in
         respect of Letters of Credit issued;

                  (ii)     All other sums payable under this Agreement and the
         other Credit Documents, whether for principal, interest, fees or
         otherwise; and

                  (iii)    Any and all other Indebtedness, obligations or
         Liabilities that may at any time be owed by any Credit Party to the LC
         Participants, whether incurred heretofore or hereafter or concurrently
         herewith, under or pursuant to any of the Credit Documents,

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         and including interest, attorneys' fees and collection costs as may be
         provided by Law or in any instrument evidencing any such Indebtedness
         or Liability.

Without limiting the generality of the foregoing, the Guarantors' liability
hereunder shall extend to and include all postpetition interest, expenses and
other Liabilities of Borrowers described above in this subsection (a), or below
in the following subsection (b), which would be owed by Borrowers but for the
fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving a Borrower.

(b)      If Borrowers shall for any reason fail to pay any Obligation described
         in Section 10(a), as and when such Obligation shall become due and
         payable, whether at its stated maturity, as a result of the exercise of
         any power to accelerate, or otherwise, the Guarantors will, forthwith
         upon demand by the LC Agent, pay such Obligation in full to the
         Collateral Agent for the account of the LC Participants.

(c)      If any Guarantor fails to pay any obligation as described in the
         immediately preceding subsections (a) or (b), each Guarantor will incur
         the additional joint and several obligation to pay to the Collateral
         Agent for the account of the LC Agent, and the Guarantors will
         forthwith upon demand by the LC Agent pay to the Collateral Agent for
         the account of the LC Agent, the amount of any and all expenses,
         including fees and disbursements of the LC Agent's counsel and of any
         experts or agents retained by the LC Agent that the LC Agent may incur
         as a result of such failure.

(d)      As between the Guarantors and LC Participants, this guaranty shall be
         considered a primary and liquidated Liability of the Guarantors.

(e)      Each Guarantor hereby waives all defenses based on suretyship and
         agrees that its obligations shall continue and the enforceability
         thereof against such Guarantor shall not be affected by:

                  (i)      any waiver, delay or failure of any LC Participant to
         exercise or to exhaust any right or remedy or to bring any right or
         remedy or action against the Borrowers, the Collateral or any other
         security available to the LC Participants in connection with the
         Obligations;

                  (ii)     any extension, renewal, settlement, compromise,
         modification, amendment, consent, waiver or release in any respect,
         arising under or in connection with any of the Obligations;

                  (iii)    the existence of any claim, set-off, or other rights
         that any Borrower may have at any time against any Lender Party,
         whether in connection with the Obligations or any unrelated
         transactions;

                  (iv)     any invalidity or unenforceability relating to or
         against any Borrower, for any reason, of any of the Obligations or any
         agreement relating thereto;

                  (v)      any Event of Default; or

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                  (vi)     any other act or failure to act or delay of any kind
         by any Borrower or Lender Party or any other circumstance whatsoever
         which might, but for the provisions hereof, constitute a defense
         available to, or a legal or equitable discharge of, the Borrowers.

(f)      The obligations of each Guarantor hereunder shall continue to be
         effective or be reinstated, as the case may be, if at any time,
         payment, or any part thereof, of any obligation or interest thereon is
         rescinded or must otherwise be restored by any Lender Party in
         connection with the bankruptcy of any of the Borrowers.

(g)      Each Guarantor hereby waives promptness, diligence, presentment, demand
         of payment, protest, order and receipt of any notice in connection with
         its obligations hereunder.

11.      LC AGENT.

                  (a)      Appointment and Authority. Each Lender Party hereby
irrevocably authorizes the LC Agent, and the LC Agent hereby undertakes, to
receive payments of principal, interest and other amounts due hereunder as
specified herein and to take all other actions and to exercise such powers under
the Credit Documents as are specifically delegated to the LC Agent by the terms
hereof or thereof, together with all other powers reasonably incidental thereto.
The relationship of the LC Agent to the other Lender Parties is only that of one
commercial lender acting as agent for others, and nothing in the Credit
Documents shall be construed to constitute the LC Agent a trustee or other
fiduciary for any Lender Party, nor to impose on the LC Agent duties and
obligations other than those expressly provided for in the Credit Documents.
With respect to any matters not expressly provided for in the Credit Documents
and any matters that the Credit Documents place within the discretion of the LC
Agent, the LC Agent shall not be required to exercise any discretion or take any
action, and it may request instructions from the Lender Parties with respect to
any such matter, in which case it shall be required to act or to refrain from
acting (and shall be fully protected and free from liability to all Lender
Parties in so acting or refraining from acting) upon the instructions of the
Majority LC Participants (including itself); provided, however, that the LC
Agent shall not be required to take any action that exposes it to a risk of
personal liability that it considers unreasonable or which is contrary to the
Credit Documents or to applicable Law. Upon receipt by the LC Agent from the
Borrower Representative of any communication calling for action on the part of
the LC Participants or upon notice from the Borrower Representative or any LC
Participant to the LC Agent of any Default or Event of Default, the LC Agent
shall promptly notify each other LC Participant thereof.

                  (b)      Exculpation, the LC Agent's Reliance, etc. Neither
the LC Agent nor any of its directors, officers, agents, attorneys or employees
shall be liable for any action taken or omitted to be taken by any of them under
or in connection with the Credit Documents, including their negligence of any
kind, except that each shall be liable for its own gross negligence or willful
misconduct. Without limiting the generality of the foregoing, the LC Agent (i)
may consult with legal counsel (including counsel for the Borrowers),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (ii) makes
no warranty or representation to any other Lender Party and shall not be
responsible to

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any other Lender Party for any statements, warranties or representations made in
or in connection with the Credit Documents; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of the Credit Documents on the part of any Credit Party
or to inspect the property (including the books and records) of any Credit
Party; (iv) shall not be responsible to any other Lender Party for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Credit Document or any instrument or document furnished in connection
therewith; (v) may rely upon the representations and warranties of each Credit
Party or Lender Party in exercising its powers hereunder; and (vi) shall incur
no Liability under or in respect of the Credit Documents by acting upon any
notice, consent, certificate or other instrument or writing (including any
facsimile, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper Person or Persons.

                  (c)      Credit Decisions. Each Lender Party acknowledges that
it has, independently and without reliance upon any other Lender Party, made its
own analysis of the Borrowers and the transactions contemplated hereby and its
own independent decision to enter into this Agreement and the other Credit
Documents. Each Lender Party also acknowledges that it will, independently and
without reliance upon any other Lender Party and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents.

                  (d)      Indemnification. Each LC Participant agrees to
indemnify the LC Agent (to the extent not reimbursed by the Borrowers within ten
(10) days after demand) from and against such LC Participant's Percentage Share
of any and all Liabilities and costs which to any extent (in whole or in part)
may be imposed on, incurred by or asserted against the LC Agent growing out of,
resulting from or in any other way associated with any of the Collateral, the
Credit Documents and the transactions and events (including the enforcement
thereof) at any time associated therewith or contemplated therein (whether
arising in contract or in tort or otherwise and including any violation or
noncompliance with any Environmental Laws by any Person or any Liabilities or
duties of any Person with respect to Hazardous Materials found in or released
into the environment). The foregoing indemnification shall apply whether or not
such Liabilities and costs are in any way or to any extent owed, in whole or in
part, under any claim or theory of strict Liability or caused, in whole or in
part, by any negligent act or omission of any kind by the LC Agent; provided,
however, only that no LC Participant shall be obligated under this Section to
indemnify the LC Agent for that portion, if any, of any Liabilities and costs
proximately caused by the LC Agent's own individual gross negligence or willful
misconduct, as determined in a final judgment. Cumulative of the foregoing, each
LC Participant agrees to reimburse the LC Agent promptly upon demand for such LC
Participant's Percentage Share of any costs and expenses to be paid to the LC
Agent by Borrowers under this Agreement to the extent that the LC Agent is not
timely reimbursed for such expenses by Borrowers as provided for herein. As used
in this Section, the term "THE LC AGENT" shall refer not only to the Person
designated as such in Section 1 but also to each director, officer, agent,
attorney, employee, representative and Affiliate of such Person.

                  (e)      Rights as LC Participant. In its capacity as an LC
Participant, the LC Agent shall have the same rights and obligations as any LC
Participant and may exercise such rights as though it were not the LC Agent. The
LC Agent may accept deposits from, lend money

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to, act as trustee under indentures of and generally engage in any kind of
business with any Credit Party or their Affiliates, all as if it were not the LC
Agent hereunder and without any duty to account therefor to any other LC
Participant.

                  (f)      Sharing of Set-Offs and Other Payments. Each Lender
Party agrees that if it shall, whether through the exercise of rights under any
Security Document or rights of banker's Lien, set-off or counterclaim against
any of the Borrowers or otherwise, obtain payment of a portion of the aggregate
Obligations owed to it which, taking into account all distributions made by the
LC Agent under Section 2(i), causes such Lender Party to have received more than
it would have received had such payment been distributed by the LC Agent
pursuant to Section 2(i), then (i) it shall be deemed to have simultaneously
purchased and shall be obligated to purchase interests in the Obligations as
necessary to cause all Lender Parties to share all payments and (ii) such other
adjustments shall be made from time to time as shall be equitable to ensure that
the LC Agent and all Lender Parties share all payments of Obligations as
provided in Section 2(i); provided, however, that nothing herein contained shall
in any way affect the right of any Lender Party to obtain payment (whether by
exercise of rights of banker's Lien, set-off or counterclaim or otherwise) of
Indebtedness other than the Obligations. The Borrowers expressly consent to the
foregoing arrangements and agree that any holder of any such interest or other
participation in the Obligations, whether or not acquired pursuant to the
foregoing arrangements, may to the fullest extent permitted by Law and, subject
to the Intercreditor Agreement, exercise any and all rights of banker's Lien,
set-off or counterclaim as fully as if such holder were a holder of the
Obligations in the amount of such interest or other participation. If all or any
part of any funds transferred pursuant to this Section is thereafter recovered
from the seller under this Section which received the same, the purchase
provided for in this Section shall be deemed to have been rescinded to the
extent of such recovery, together with interest, if any, if interest is required
pursuant to the order of a Tribunal to be paid on account of the possession of
such funds prior to such recovery.

                  (g)      Investments. Whenever the LC Agent in good faith
determines that it is uncertain about how to distribute to the Lender Parties,
any funds that it has received, or whenever the LC Agent in good faith
determines that there is any dispute among the Lender Parties about how such
funds should be distributed, the LC Agent may choose to defer distribution of
the funds that are the subject of such uncertainty or dispute. If the LC Agent
in good faith believes that the uncertainty or dispute will not be promptly
resolved, or if the LC Agent is otherwise required to invest funds pending
distribution to the Lender Parties, the LC Agent shall invest such funds pending
distribution, and all interest on any such Investment shall be distributed upon
the distribution of such Investment in the same proportion and to the same
Persons as such Investment. All moneys received by the LC Agent for distribution
to the Lender Parties (other than to the Person who is the LC Agent in its
separate capacity as Lender Party) shall be held by the LC Agent pending such
distribution solely as the LC Agent for such Lender Parties, and the LC Agent
shall have no equitable title to any portion thereof.

                  (h)      Benefit of this Section. The provisions of this
Section are intended solely for the benefit of the Lender Parties, and no Credit
Party shall be entitled to rely on any such provision or assert any such
provision in a claim or defense against any LC Participant (other than in
relation to the reference to the Intercreditor Agreement contained in Section
11(f)). The

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Lender Parties may waive or amend such provisions as they desire without any
notice to or consent of Borrowers or any other Credit Party.

                  (i)      Resignation. The LC Agent may resign at any time by
giving written notice thereof to the LC Participants and the Borrower
Representative. Each such notice shall set forth the date of such resignation.
Upon any such resignation, the Majority LC Participants shall have the right to
appoint a successor LC Agent. A successor must be appointed for any retiring LC
Agent, and such LC Agent's resignation shall become effective when such
successor accepts such appointment. If, within 30 days after the date of the
retiring LC Agent's resignation, no successor LC Agent has been appointed and
has accepted such appointment, then the retiring LC Agent may appoint a
successor LC Agent, which shall be a commercial bank organized or licensed to
conduct a banking or trust business under the Laws of the United States of
America or of any state thereof. Upon the acceptance of any appointment as the
LC Agent hereunder by a successor LC Agent, the retiring LC Agent shall be
discharged from its duties and obligations under this Agreement and the other
Credit Documents. After any retiring LC Agent's resignation hereunder, the
provisions of this Section shall continue to inure to its benefit as to any
actions taken or omitted to be taken by it while it was the LC Agent under the
Credit Documents.

                  (j)      Other Lender Parties. None of the Lender Parties in
such capacities, other than the LC Agent in such capacity, shall have any duties
or responsibilities or incur any liabilities in their respective agency
capacities (as opposed to their respective capacities as LC Participants or LC
Issuer, as applicable) under or in connection with this Agreement or under any
of the other Credit Documents. The relationship between the Borrowers, on the
one hand, and the LC Agent and such other Lender Parties, on the other hand,
shall be solely that of borrower and lender. The LC Agent and the Lender Parties
shall not have any fiduciary responsibilities to the Borrowers or any of their
Affiliates. The LC Agent and the Lender Parties do not undertake any
responsibility to the Borrowers or any of their Affiliates to review or inform
any of the Borrowers of any matter in connection with any phase of any the
Borrowers' or their Affiliate's business or operations.

12.      ASSIGNMENTS AND PARTICIPATIONS.

(a)      None of the Credit Parties may, without the consent of the LC Agent,
         assign or delegate any of its respective rights or obligations under
         this Agreement or any other Credit Document. Each LC Participant may,
         with the prior written consent of the LC Agent and, provided that no
         Default or Event of Default shall have occurred and be continuing, (i)
         so long as the sum of the LC Issuer's Percentage Share of the Maximum
         Commitment, together with the maximum exposure of SCTSC under the
         Purchase Agreements, shall have been reduced to $200,000,000 or less,
         the consent of the Borrowers (acting through the Borrower
         Representative, which consent shall not be unreasonably withheld or
         delayed) and (ii) otherwise, upon consultation with the Borrowers, but
         without the consent of any other any Credit Party, assign any or all of
         its rights and obligations under this Agreement to any Eligible
         Assignee. The assigning LC Participant shall pay to the LC Agent an
         administration fee of $3,500 per assignment.

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(b)      Upon execution and delivery of any assignment permitted hereunder, from
         and after the closing date specified in the assignment, (i) the
         assignee thereunder shall be a party hereto and, to the extent that
         rights and obligations hereunder have been assigned to it pursuant to
         such assignment, have the rights and obligations as an LC Participant
         hereunder and (ii) the assignor LC Participant shall, to the extent
         that rights and obligations hereunder have been assigned by it pursuant
         to such assignment, relinquish its rights and be released from its
         obligations under this Agreement (and, in the case of an assignment
         covering all of such LC Participant's rights and obligations under this
         Agreement, such LC Participant shall cease to be a party hereto).

(c)      By executing and delivering an assignment, the assignor LC Participant
         and the assignee thereunder confirm to and agree with each other and
         the other parties hereto as follows: (i) other than as provided in such
         assignment, such LC Participant makes no representation or warranty and
         assumes no responsibility with respect to any statements, warranties or
         representations made in or in connection with this Agreement or any
         other Credit Document or the execution, legality, validity,
         enforceability, genuineness, sufficiency or value of this Agreement or
         any other Credit Document or any other instrument or document furnished
         pursuant hereto; (ii) such LC Participant makes no representation or
         warranty and assumes no responsibility with respect to the financial
         condition of any Credit Party or the performance or observance by any
         Credit Party of any of its obligations under this Agreement or any
         other Credit Document or any other instrument or document furnished
         pursuant hereto; (iii) such assignee confirms that it has received a
         copy of this Agreement, and such other Credit Documents and other
         documents and information as it has deemed appropriate to make its own
         credit analysis and decision to enter into such assignment; (iv) such
         assignee will, independently and without reliance upon such LC
         Participant and based on such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under this Agreement; and (v) such
         assignee agrees that it will perform in accordance with their terms all
         of the obligations which by the terms of this Agreement are required to
         be performed by it as an LC Participant.

(d)      Upon its receipt of an assignment executed by an LC Participant and an
         assignee, the LC Agent shall give prompt notice thereof to the Borrower
         Representative.

(e)      The LC Agent shall maintain a copy of each assignment delivered to it
         and a register for the recordation of the names and addresses of each
         assignee and, with respect to the LC Participants, the principal amount
         owing to each LC Participant from time to time (the "REGISTER"). The
         entries in the Register shall be conclusive and binding for all
         purposes, absent manifest error, and the Borrower Representative and
         each LC Participant may treat each person, corporation, partnership,
         limited liability company or other entity whose name is recorded in the
         Register as an LC Participant hereunder for the purposes of this
         Agreement. The Register shall be available for inspection by the
         Borrower Representative or any LC Participant at any reasonable time
         and from time to time upon reasonable prior notice.

(f)      Any LC Participant may sell participations to one or more Assignees in
         or to all or a portion of its rights and obligations under this
         Agreement; provided, however, that

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         (i) such LC Participant's obligations under this Agreement shall remain
         unchanged, (ii) such LC Participant shall remain solely responsible to
         the other parties hereto for the performance of such obligations, (iii)
         the Borrower Representative shall continue to deal solely and directly
         with such LC Participant in connection with such LC Participant's
         rights and obligations under this Agreement and (iv) in any proceeding
         under any bankruptcy, insolvency or similar proceeding in respect of
         any Borrower or any other Credit Party, such LC Participant shall
         remain and be, to the fullest extent permitted by law, the sole
         representative with respect to the rights and obligations held in the
         name of such LC Participant (whether such rights or obligations are for
         such LC Participant's own account or for the account of any
         participant).

(g)      Each LC Participant may, in connection with any assignment or
         participation or proposed assignment or participation pursuant to this
         Section, disclose to the assignee or participant or proposed assignee
         or participant any information relating to the Credit Parties or their
         Affiliates furnished to such LC Participant by or on behalf of the
         Credit Parties, provided, that such assignees have agreed to be bound
         by the confidentiality provisions in Section 14(q).

13.      INDEMNIFICATION.

(a)      Subject to Section 13(b), the Credit Parties, on a joint and several
         basis, shall indemnify each Lender Party, the Prepetition Agent, the
         Prepetition LC Issuer, each Prepetition Lender, the DIP Collateral
         Agent, the DIP LC Agent, the DIP LC Issuer and each DIP LC Participant
         (each an "INDEMNIFIED PARTY") on demand against any and all
         Liabilities, costs and claims which to any extent (in whole or in part)
         may be imposed on, incurred by or asserted against any Indemnified
         Party growing out of, resulting from or in any other way associated
         with:

                  (i)      any LC Issuer's compliance with a completed Letter of
         Credit Request that the Borrower Representative provides to any LC
         Issuer by facsimile, telecopier or similar means of electronic
         transmission and that such LC Issuer believes to be genuine;

                  (ii)     any LC Issuer's issuance of or performance under any
         Letter of Credit;

                  (iii)    any cash management arrangements with respect to
         agency accounts and lockbox accounts maintained by any of the Borrowers
         with any Person; and

                  (iv)     any of the Collateral, the Credit Documents, the
         Reorganization Plan, the Prepetition Credit Agreement, the DIP LC
         Agreement, the DIP Intercreditor Agreement, or the transactions and
         events (including the enforcement or defense thereof) at any time
         associated therewith or contemplated therein, whether arising in
         contract or in tort or otherwise and including any violation or
         noncompliance with any Environmental Laws by any Indemnified Party or
         any other Person or any Liabilities or duties of any Indemnified Party
         or any other Person with respect to Hazardous Materials found in or
         Released into the environment.

(b)      The foregoing indemnification shall apply whether or not such
         Liabilities, costs and claims are in any way or to any extent owed, in
         whole or in part, under any claim or

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         theory of strict liability or caused, in whole or in part, by any
         negligent act or omission of any kind by any Indemnified Party;
         provided, however, only that Indemnified Party shall not be entitled
         under this Section to receive indemnification for that portion, if any,
         of any Liabilities, costs and claims proximately caused by its own
         individual gross negligence or willful misconduct, as determined in a
         final judgment. If any Person (including any Credit Party or any of its
         Affiliates) ever alleges such gross negligence or willful misconduct by
         any Indemnified Party, the indemnification provided for in this Section
         shall nonetheless be paid upon demand, subject to later adjustment or
         reimbursement, until such time as a court of competent jurisdiction
         enters a final judgment as to the extent and effect of the alleged
         gross negligence or willful misconduct. As used in this Section the
         term "Indemnified Party" shall refer not only to Indemnified Party but
         also to each director, officer, agent, attorney, employee,
         representative and affiliate of such Indemnified Party.

(c)      The Credit Parties further agree to indemnify on a joint and several
         basis each of the LC Agent's Special Counsel, KPMG or such other
         advisors and their respective personnel from, and to hold each of the
         LC Agent's Special Counsel, KPMG and such advisors and their respective
         personnel harmless against, any and all claims, liabilities, costs and
         expenses relating to the services rendered by KPMG or such advisors as
         special financial advisor to the LC Agent's Special Counsel in
         connection with the LC Agent's Special Counsel's representation of the
         LC Agent on matters relating to this Agreement and the Credit Documents
         and the Cases, except to the extent finally determined to have resulted
         from the willful misconduct, gross negligence or fraudulent behavior as
         determined in a final non-appealable judgment of the LC Agent's Special
         Counsel KPMG or such advisors (as the case may be) relating to such
         services. Each of the LC Agent's Special Counsel, KPMG and such
         advisors may rely upon the provisions contained in this Section 13(c)
         although such Person is not a party to this Agreement.

14.      MISCELLANEOUS.

(a)      All Exhibits and Schedules attached to or referred to in this Agreement
         are a part hereof for all purposes. Reference is hereby made to the
         Security Schedule for the meaning of certain terms defined therein and
         used but not defined herein, which definitions are incorporated herein
         by reference.

(b)      Unless the context otherwise requires or unless otherwise provided
         herein the terms defined in this Agreement that refer to a particular
         agreement, instrument or document also refer to and include all
         renewals, extensions, modifications, amendments and restatements of
         such agreement, instrument or document; provided, however, that nothing
         contained in this Section shall be construed to authorize any such
         renewal, extension, modification, amendment or restatement.

(c)      All references in this Agreement to Exhibits, Schedules, Articles,
         Sections, subsections and other subdivisions refer to the Exhibits,
         Schedules, Articles, Sections, subsections and other subdivisions of
         this Agreement unless expressly provided otherwise. Titles appearing at
         the beginning of any subdivisions are for convenience only and do not
         constitute any part of such subdivisions and shall be disregarded in
         construing

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         the language contained in such subdivisions. The words "this
         Agreement," "this instrument," "herein," "hereof," "hereby,"
         "hereunder" and words of similar import refer to this Agreement as a
         whole and not to any particular subdivision unless expressly so
         limited. The phrases "this Section" and "this subsection" and similar
         phrases refer only to the Sections or subsections hereof in which such
         phrases occur. The word "or" is not exclusive, and the word "including"
         (in its various forms) means "including, without limitation." Pronouns
         in masculine, feminine and neuter genders shall be construed to include
         any other gender, and words in the singular form shall be construed to
         include the plural and vice versa, unless the context otherwise
         requires. Except as otherwise specified herein, all references to any
         Law shall be deemed references to such Law as the same may be modified,
         amended or supplemented from time to time.

(d)      All calculations under the Credit Documents of interest and fees shall
         be made on the basis of actual days elapsed (including the first day
         but excluding the last) and a year of 360 days. Each determination by
         Lender Party of amounts to be paid under Section 3 or any other matters
         that are to be determined hereunder by Lender Party shall, in the
         absence of manifest error, be conclusive and binding. Unless otherwise
         expressly provided herein or unless the Majority LC Participants
         otherwise consent, all financial statements and reports furnished to
         any Lender Party hereunder shall be prepared and all financial
         computations and determinations pursuant hereto shall be made in
         accordance with GAAP.

(e)      Notwithstanding that the Collateral Agent, whether on its own behalf
         and/or on behalf of others, may continue to hold the Collateral, and
         regardless of the value thereof, each Credit Party shall be and remain
         liable for the payment in full, including principal and interest, of
         any balance of the Obligations and expenses hereunder at any time
         unpaid.

(f)      Each Credit Party hereby expressly waives demand, presentment, protest,
         notice of protest and notice of dishonor with respect to any and all
         instruments and commercial paper included in or evidencing any of the
         Obligations or the Collateral, and any and all other demands and
         notices of any kind or nature whatsoever with respect to the
         Obligations, the Collateral, this Agreement and the other Credit
         Documents, except such as are expressly provided for herein or therein.

(g)      Under no circumstances shall any Lender Party be deemed to have assumed
         any responsibility for or obligation or duty of any nature or kind with
         respect to any Collateral, or any matter or proceedings arising out of
         or relating thereto, but the same shall be at the sole risk of Credit
         Parties at all times. The Credit Parties hereby release each Lender
         Party from any claims, causes of action and demands at any time arising
         out of, relating to or with respect to this Agreement, the other Credit
         Documents, the Obligations, the Collateral and/or any actions taken or
         omitted to be taken by any Lender Party with respect thereto, and the
         Credit Parties hereby agree jointly and severally to indemnify and hold
         each LC Participant harmless from and with respect to any and all such
         claims, Liabilities, causes of action and demands by any Person.

(h)      Subject to Section 11(f), upon the occurrence and during the
         continuance of any Event of Default hereunder, each LC Participant is
         hereby authorized at any time and from time to

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         time, to the fullest extent permitted by law, to set-off and apply any
         and all deposits (general or special, time or demand, provisional or
         final) at any time held and other Indebtedness at any time owing by
         such LC Participant to or for the credit or the account of any Credit
         Party against any and all of the Obligations which are then liquidated
         and matured. Such LC Participant agrees promptly to notify the LC Agent
         and the Borrower Representative after any such set-off and application
         is made by such LC Participant; provided, however, that the failure to
         give such notice shall not affect the validity of such set-off and
         application. The rights of the LC Participants under this Section are
         in addition to other rights and remedies (including, without
         limitation, other rights of set-off) which the LC Participants may
         have.

(i)      No LC Participant shall be liable to any Credit Party for (i) the
         performance of any transaction between any Credit Party or one or more
         of its Affiliates and a Beneficiary that underlies a Letter of Credit,
         (ii) any act or omission of any Person unless due to the gross
         negligence or willful misconduct of such LC Participant, such LC
         Participant's own branches or such LC Participant's agents, (iii) loss
         or destruction of any draft, demand, or document in transit or in the
         possession of others unless due to the gross negligence or willful
         misconduct of such LC Participant, such LC Participant's own branches
         or such LC Participant's agents, (iv) lack of knowledge of any
         particular trade usage (other than standard banking usage as used in
         the normal course of business) unless such lack of knowledge is due to
         the gross negligence or willful misconduct of such LC Participant, such
         LC Participant's own branches or such LC Participant's agents, or (v)
         the genuineness, falsification, or effect of any document which appears
         on due examination to be regular on its face.

(j)      The Credit Parties agree that no LC Participant, its Affiliates or its
         correspondents shall be responsible for: (i) the failure of any Letter
         of Credit Request to bear any reference to any Letter of Credit, or
         inadequate reference in any Letter of Credit Request to the relevant
         Letter of Credit, or failure of documents (other than documents
         expressly required to be presented under the relevant Letter of Credit)
         to accompany any Letter of Credit Request at negotiation, or failure of
         any Person to note the amount of any Letter of Credit Request on the
         reverse of the relevant Letter of Credit, or to surrender or to take up
         any Letter of Credit or to forward documents apart from Letter of
         Credit Requests as required by the terms of the relevant Letter of
         Credit, each of which provisions, if contained in any Letter of Credit
         itself, may be waived by LC Issuer; (ii) errors, omissions,
         interruptions or delays in transmissions, or delivery of any messages,
         by mail, facsimile, telex, cable, telegraph, wireless or other
         teletransmission or by oral instructions, whether or not they may be in
         cipher; (iii) the existence, character, quality, quantity, condition,
         packing, value or delivery of any property purporting to be represented
         by documents; (iv) any difference in character, quality, quantity,
         condition, packing, value or delivery of such property from that
         expressed in documents; (v) any breach of contract between any Credit
         Party and any Beneficiary or any other Person or any dispute as to the
         use which may be made of any Letter of Credit or funds obtained
         thereunder by any Beneficiary or other party; (vi) the validity,
         sufficiency, or genuineness of any Letter of Credit Request or other
         document; and (vii) the time, place, manner or order in which shipment
         is made.

                                       89

<PAGE>

(k)      No LC Participant shall be responsible for any act, error, neglect or
         default, omission, insolvency or failure in business of its
         correspondents.

(l)      The occurrence of any one or more of the contingencies or events
         referred to in the U.C.P. or in the preceding clauses of Sections 11(l)
         and (m) shall not affect, impair, or prevent the vesting of any LC
         Participant's rights or powers hereunder or the enforceability of any
         Obligations.

(m)      This Agreement, the Credit Documents and all the transactions
         contemplated thereby shall be governed by and construed in accordance
         with the laws of the State of New York, without regard to choice of law
         principles (other than New York General Obligations Law Section
         5-1401).

(n)      Each Credit Party hereby 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 each
         Credit Party 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. Each
         Credit Party 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. EACH CREDIT PARTY HEREBY
         IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
         OR COUNTERCLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY
         OTHER CREDIT DOCUMENT OR THE ACTIONS OF ANY LENDER PARTY IN THE
         NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

(o)      The U.C.P. shall be binding upon the Borrowers and each LC Issuer with
         respect to each Letter of Credit issued by the LC Issuer except to the
         extent otherwise expressly agreed, if any.

(p)      The LC Agent and each LC Issuer may rely on the written notices,
         requests, waivers and consents of the Borrower Representative, its
         officers and designated agents, including, without limitation, any
         Letter of Credit Requests, as the binding actions of the Borrowers
         hereunder. Any such notices, requests, waivers or consents received by
         the LC Agent and each LC Issuer from the Borrower Representative on
         behalf of the Borrowers hereunder shall be deemed to have been sent by
         the Borrowers, and all notices and other information furnished by the
         LC Agent or any LC Issuer to the Borrower Representative

                                       90

<PAGE>

         hereunder will be received by the Borrower Representative on behalf of
         the Borrowers. In addition, the LC Agent and each LC Issuer may receive
         from the Borrower Representative, on behalf of the Borrowers, all
         amounts required to be paid by the Borrowers and may pay to the
         Borrower Representative for the Borrowers' account, all amounts
         required to be paid by or on behalf of any LC Participant to the
         Borrowers; provided, however, that neither the LC Agent nor any LC
         Issuer shall have any responsibility to inquire as to the application
         of such amounts by the Borrower Representative and is hereby released
         from any liability to the Borrowers or any other Credit Party arising
         from such application by the Borrower Representative.

(q)      Each Lender Party agrees (on behalf of itself and each of its
         Affiliates, and each of its and their directors, officers, agents,
         attorneys, employees and representatives) that it (and each of them)
         will take all reasonable steps to keep confidential any non-public
         information supplied to it by or at the direction of any Credit Party;
         provided, however, that this restriction shall not apply to information
         which (i) has at the time in question entered the public domain, (ii)
         is required to be disclosed by Law (whether valid or invalid) of any
         Tribunal, (iii) is disclosed to any of its Affiliates, auditors,
         attorneys or agents, (iv) is furnished to any other Lender Party or to
         any assignee or prospective assignee of, or purchaser or prospective
         purchaser of participations or other interests in, any interest under
         the Credit Documents (provided each such assignee or prospective
         assignee or purchaser or prospective purchaser first agrees to hold
         such information in confidence on the terms provided in this Section),
         or (v) is disclosed in the course of enforcing its rights and remedies
         following the occurrence of an Event of Default.

(r)      Waivers and Amendments; Acknowledgments

                  (i)      No failure or delay (whether by course of conduct or
         otherwise) by any Lender Party in exercising any right, power or remedy
         which such Lender Party may have under any of the Credit Documents
         shall operate as a waiver thereof or of any other right, power or
         remedy, nor shall any single or partial exercise by any Lender Party of
         any such right, power or remedy preclude any other or further exercise
         thereof or of any other right, power or remedy. No waiver of any
         provision of any Credit Document and no consent to any departure
         therefrom shall ever be effective unless it is in writing and signed as
         provided below in this Section, and then such waiver or consent shall
         be effective only in the specific instances and for the purposes for
         which given and to the extent specified in such writing. No notice to
         or demand on any Credit Party shall in any case of itself entitle any
         Credit Party to any other or further notice or demand in similar or
         other circumstances. This Agreement and the other Credit Documents set
         forth the entire understanding among the parties hereto with respect to
         the transactions contemplated herein and therein and supersede all
         prior discussions and understandings with respect to the subject matter
         hereof and thereof, and no waiver, consent, release, modification or
         amendment of or supplement to this Agreement or the other Credit
         Documents shall be valid or effective against any party hereto unless
         the same is in writing and signed by (A) if such party is a Credit
         Party, by such party, (B) if such party is the LC Agent or an LC
         Issuer, by such party and (C) if such party is an LC Participant, by
         such LC Participant or by the LC Agent with the consent of the Majority
         LC Participants. Notwithstanding the foregoing or anything to the
         contrary herein, the LC

                                       91

<PAGE>

         Agent shall not, without the prior consent of each individual Lender
         Party, execute and deliver on behalf of such Lender Party any waiver or
         amendment that would: (A) increase the Percentage Share of any LC
         Participant or the maximum amount any such LC Participant is committed
         to fund in respect of LC Obligations or subject such LC Participant to
         any additional obligations, (B) reduce any fees payable to such LC
         Participant hereunder, (C) change any date fixed for any payment of any
         such fees, (D) amend the definition herein of "Borrowing Base" or any
         of the terms used in that definition (other than changes to the
         "Advance Rates" and the requirements for eligibility as provided in
         such definition), (E) amend the definition herein of "Majority LC
         Participants" or otherwise change the aggregate amount of Percentage
         Shares required for the LC Agent, the LC Participants or any of them to
         take any particular action under the Credit Documents, (F) release any
         Borrower from its requirement to pay the Obligations or any Guarantor
         from its guaranty of such payment, or (G) except as otherwise expressly
         provided for in Section 7(f), release any Collateral.

                  (ii)     Each Borrower hereby represents, warrants,
         acknowledges and admits that (A) it has been advised by counsel in the
         negotiation, execution and delivery of the Credit Documents to which it
         is a party, (B) it has made an independent decision to enter into this
         Agreement and the other Credit Documents to which it is a party,
         without reliance on any representation, warranty, covenant or
         undertaking by the LC Agent or any Lender Party (C) there are no
         representations, warranties, covenants, undertakings or agreements by
         any Lender Party as to the Credit Documents other than as set forth in
         the Credit Documents, (D) no Lender Party has any fiduciary obligation
         toward any Credit Party with respect to any Credit Document or the
         transactions contemplated thereby, (E) the relationship pursuant to the
         Credit Documents between Borrowers and the other Credit Parties, on one
         hand, and each Lender Party, on the other hand, is and shall be solely
         that of debtor and creditor, respectively, (F) no partnership or joint
         venture exists with respect to the Credit Documents between any Credit
         Party and any Lender Party, (G) the LC Agent is not Borrowers' agent,
         but the LC Agent for LC Participants, (H) should an Event of Default or
         Default occur or exist, each Lender Party will determine in its sole
         discretion and for its own reasons what remedies and actions it will or
         will not exercise or take at that time, (I) without limiting any of the
         foregoing, the Borrowers are not relying upon any representation or
         covenant by any Lender Party, or any representative thereof, and no
         such representation or covenant has been made, that any Lender Party
         will, at the time of an Event of Default or Default, or at any other
         time, waive, negotiate, discuss or take or refrain from taking any
         action permitted under the Credit Documents with respect to any such
         Event of Default or Default or any other provision of the Credit
         Documents and (J) all Lender Parties have relied upon the truthfulness
         of the acknowledgments in this Section in deciding to execute and
         deliver this Agreement and to become obligated hereunder.

(s)      The Lender Parties, the Credit Parties and each other party to the
         Credit Documents intend to contract in strict compliance with
         applicable usury Law from time to time in effect. In furtherance
         thereof such Persons stipulate and agree that none of the terms and
         provisions contained in the Credit Documents shall ever be construed to
         create a contract to pay, for the use, forbearance or detention of
         money, interest in excess of the maximum amount of interest permitted
         to be contracted for, charged or received by applicable Law

                                       92

<PAGE>

         from time to time in effect. Neither any Credit Party nor any present
         or future guarantors, endorsers or other Persons hereafter becoming
         liable for payment of any Obligation shall ever be liable for unearned
         interest thereon or shall ever be required to pay interest thereon in
         excess of the maximum amount that may be lawfully contracted for,
         charged or received under applicable Law from time to time in effect,
         and the provisions of this Section shall control over all other
         provisions of the Credit Documents that may be in conflict or apparent
         conflict herewith. The Lender Parties expressly disavow any intention
         to contract for, charge or receive excessive unearned interest or
         finance charges in the event the maturity of any Obligation is
         accelerated. If (i) the maturity of any Obligation is accelerated for
         any reason, (ii) any Obligation is prepaid and as a result any amounts
         held to constitute interest are determined to be in excess of the legal
         maximum or (iii) any LC Participant or any other holder of any or all
         of the Obligations shall otherwise collect moneys that are determined
         to constitute interest which would otherwise increase the interest on
         any or all of the Obligations to an amount in excess of that permitted
         to be contracted for, charged or received by applicable Law then in
         effect, then all sums determined to constitute interest in excess of
         such legal limit shall, without penalty, be promptly applied to reduce
         the then outstanding principal of the related Obligations or, at such
         LC Participant's or holder's option, promptly returned to Borrower or
         other payor thereof upon such determination. In determining whether or
         not the interest paid or payable, under any specific circumstance,
         exceeds the maximum amount permitted under applicable Law, the Lender
         Parties and the Credit Parties (and any other payors thereof) shall to
         the greatest extent permitted under applicable Law, (i) characterize
         any non- principal payment as an expense, fee or premium rather than as
         interest, (ii) exclude voluntary prepayments and the effects thereof
         and (iii) amortize, prorate, allocate and spread the total amount of
         interest throughout the entire contemplated term of the instruments
         evidencing the Obligations in accordance with the amounts outstanding
         from time to time thereunder and the maximum legal rate of interest
         from time to time in effect under applicable Law in order to lawfully
         charge the maximum amount of interest permitted under applicable Law.
         In the event applicable Law provides for an interest ceiling under
         Chapter 303 of the Texas Finance Code (the "TEXAS FINANCE CODE") as
         amended, to the extent that the Texas Finance Code is mandatorily
         applicable to any LC Participant, for that day, the ceiling shall be
         the "weekly ceiling" as defined in the Texas Finance Code; provided,
         however, that if any applicable Law permits greater interest, the Law
         permitting the greatest interest shall apply. In no event shall Chapter
         346 of the Texas Finance Code apply to this Agreement, any other Credit
         Document or any transactions or loan arrangement provided or
         contemplated hereby or thereby.

(t)      The Credit Parties and the Lender Parties mutually hereby knowingly,
         voluntarily and intentionally waive the right to a trial by jury in
         respect of any claim based hereon, arising out of, under or in
         connection with this Agreement or any other Credit Documents
         contemplated to be executed in connection herewith or any course of
         conduct, course of dealings, statements (whether oral or written) or
         actions of any party. This waiver constitutes a material inducement for
         the Lender Parties to enter into this Agreement and the other Credit
         Documents and to make Extensions of Credit. Each Credit Party and each
         Lender Party hereby further (i) irrevocably waives, to the maximum
         extent not prohibited by law, any right it may have to claim or recover
         in any such litigation any

                                       93

<PAGE>

         Special Damages, as defined below, (ii) certifies that no party hereto
         nor any representative or agent or counsel for any party hereto has
         represented, expressly or otherwise, or implied that such party would
         not, in the event of litigation, seek to enforce the foregoing waivers
         and (iii) acknowledges that it has been induced to enter into this
         Agreement, the other Credit Documents and the transactions contemplated
         hereby and thereby by, among other things, the mutual waivers and
         certifications contained in this Section. "SPECIAL DAMAGES" includes
         all special, consequential, exemplary or punitive damages (regardless
         of how named), but does not include any payments of funds that any
         party hereto has expressly promised to pay or deliver to any other
         party hereto.

(u)      All of the Credit Parties' various representations, warranties,
         covenants and agreements in the Credit Documents shall survive the
         execution and delivery of this Agreement and the other Credit Documents
         and the performance hereof and thereof, including the delivery of the
         Credit Documents and shall further survive until all of the Obligations
         are paid in full in cash to each Lender Party and all of the Lender
         Parties' obligations to Borrower are terminated. All statements and
         agreements contained in any certificate or other instrument delivered
         by any Credit Party to any Lender Party under any Credit Document shall
         be deemed representations and warranties by Borrower or agreements and
         covenants of Borrower under this Agreement. The representations,
         warranties, indemnities and covenants made by the Credit Parties in the
         Credit Documents, and the rights, powers and privileges granted to the
         Lender Parties in the Credit Documents, are cumulative and, except for
         expressly specified waivers and consents, no Credit Document shall be
         construed in the context of another to diminish, nullify or otherwise
         reduce the benefit to any Lender Party of any such representation,
         warranty, indemnity, covenant, right, power or privilege. In particular
         and without limitation, no exception set out in this Agreement to any
         representation, warranty, indemnity or covenant herein contained shall
         apply to any similar representation, warranty, indemnity or covenant
         contained in any other Credit Document, and each such similar
         representation, warranty, indemnity or covenant shall be subject only
         to those exceptions that are expressly made applicable to it by the
         terms of the various Credit Documents.

(v)      Intercreditor Agreement. Each of the LC Issuer, LC Participants, the LC
         Agent and the Collateral Agent acknowledges and agrees that the rights
         and obligations of such parties under this Agreement are subject in all
         respects to the Intercreditor Agreement.

                  [Remainder of page intentionally left blank.]

                                       94

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Letter of
Credit Agreement as of the day and year first above written.

                           EOTT ENERGY OPERATING LIMITED
                           PARTNERSHIP,
                           as a Borrower and as the Borrower Representative

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

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

                           EOTT ENERGY CANADA LIMITED
                           PARTNERSHIP, as a Borrower

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

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

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

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

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

<PAGE>

                           EOTT ENERGY PIPELINE LIMITED
                           PARTNERSHIP, as a Borrower

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

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

                           EOTT ENERGY LLC,
                           as a Guarantor

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

                           EOTT ENERGY GENERAL PARTNER, L.L.C.,
                           as a Guarantor

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

<PAGE>

                           Address for each Credit Party:

                           Attention:  Vice President & General Counsel
                           By courier: 2000 W. Sam Houston Parkway
                                       S., Suite 400
                                       Houston, Texas 77042

                           By mail:    P.O. Box 4666
                                       Houston, Texas 77210-4666

                           Phone:      713-993-5027
                           Fax:        713-993-5813

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

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

                           Address:

                               Special Assets Management
                               One Madison Avenue
                               New York, NY 10010-3603
<PAGE>

                                                                      SCHEDULE I

                             LC PARTICIPANT SCHEDULE

        LC PARTICIPANT                        PERCENTAGE SHARE

        Standard Chartered Bank                     100%


<PAGE>

                                                                       EXHIBIT A

                            LETTER OF CREDIT REQUEST

                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                                  P.O. BOX 4666
                            HOUSTON, TEXAS 77210-4666

Date:             [_________________]

To:               [_________________]
                  Standard Chartered Bank

Fax No.:          212-667-0120
                  212-667-0780

From:             [_________________]
                  Phone: 713/993-5280
                  Fax:   713/993-5841

Subject:          Letter of Credit Request

Please [issue] [amend] [extend the expiration date of] the irrevocable standby
Letter[s] of Credit identified in Schedule I hereto.

         To induce the LC Participants to issue, amend or extend the expiration
date of, such Letter[s] of Credit, the Borrowers hereby represent, warrant,
acknowledge and agree to and with the LC Issuer, the LC Agent and each LC
Participant that:

1.       The manager or officer of EOTT General Partner, L.L.C. ("EOTT GP")
         signing this instrument is the duly elected, qualified and acting
         manager or officer of EOTT GP as indicated below such manager's or
         officer's signature hereto, having all necessary authority to act for
         EOTT GP in its capacity as the sole General Partner of the Borrower
         Representative in making the request on behalf of the Borrowers herein
         contained.

2.       The representations and warranties of the Guarantors and the Borrowers
         set forth in the Letter of Credit Agreement, dated as of February 11,
         2003 (as from time to time amended, the "CREDIT AGREEMENT"), among EOTT
         Energy Operating Limited Partnership ("EOTT OLP"), EOTT Energy Canada
         Limited Partnership ("EOTT CANADA"), EOTT Energy Liquids, L.P. ("EOTT
         LIQUIDS"), EOTT Energy Pipeline Limited Partnership ("EOTT PIPELINE"
         and together with EOTT OLP, EOTT Canada and EOTT Liquids, on a joint
         and several basis, the "BORROWERS"), EOTT ENERGY LLC, ("EOTT LLC"), and
         EOTT GP (together with EOTT LLC, the "GUARANTORS", and together with
         the Borrowers, collectively, the "CREDIT PARTIES"), Standard Chartered


<PAGE>

         Bank, as LC Agent and the other signatories thereto, and the other
         Credit Documents are true and correct on and as of the date hereof
         (except for changes resulting from the transactions contemplated in the
         Credit Agreement and the other Credit Documents, or to the extent that
         such representation or warranty was made as of a specific date), with
         the same effect as though such representations and warranties had been
         made on and as of the date hereof.

3.       On the date hereof, (a) there does not exist any condition or event
         that constitutes a Default or an Event of Default, and no Default or
         Event or Default will exist upon the Borrowers' receipt and application
         of the Extension of Credit requested hereby, and (b) no Ten-Day Waiting
         Period shall be continuing. The Borrowers will use the Letter[s] of
         Credit hereby requested in compliance with Section 2(a)(ii)(4) of the
         Credit Agreement.

4.       Each Credit Party has performed and complied with all agreements and
         conditions in the Credit Agreement and the other Credit Documents
         required to be performed or complied with by such Credit Party on or
         prior to the date hereof, and each of the conditions precedent to
         Extensions of Credit contained in the Credit Agreement have been
         satisfied.

5.       After taking the issuance, the amendment, or the extension of the
         expiration date of, such Letter[s] of Credit into account, the
         aggregate LC Obligations do not exceed the lesser of (A) the Maximum
         Commitment and (B) the Borrowing Base, in each case on the date
         requested for the Extension of Credit.

6.       The Credit Documents have not been modified, amended or supplemented by
         any unwritten representations or promises, by any course of dealing or
         by any other means not provided for in the Credit Agreement. The
         Agreement and the other Credit Documents are hereby ratified, approved
         and confirmed in all respects.

         Capitalized terms used and not defined herein have the meanings given
to them in the Credit Agreement.

         The manager or officer of EOTT GP signing this instrument hereby
certifies that, to the best of his or her knowledge after due inquiry, the above
representations, warranties, acknowledgments and agreements of the Borrowers are
true, correct and complete in all material respects.

                                      EOTT ENERGY OPERATING LIMITED PARTNERSHIP

                                      By: EOTT ENERGY GENERAL PARTNER, L.L.C.



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


<PAGE>

                                                                      SCHEDULE I

LIST OF LETTERS OF CREDIT(1)

1.       Date of Issuance:          [_________________]

         Applicant:                 [_________________]

         Beneficiary:               [_________________]
         Address:                   [_________________]
         Phone:                     [_________________]
         Fax:                       [_________________]

         Dollar Value:              $[_________________] USD Maximum

         Expiration Date:           [_________________]

         Conditions for Drawing(s): [Insert Conditions for Drawing(s)]

         Special Conditions: [Insert Special Conditions]

         Special Instructions: [Insert Special Instructions]


-----------------

        (1)       Insert additional details for each additional Letter of
                  Credit.


<PAGE>

                                                                       EXHIBIT B

                            CERTIFICATE ACCOMPANYING
                              FINANCIAL STATEMENTS

         Reference is made to the Letter of Credit Agreement, dated as of
February 11, 2003 (as from time to time amended, the "CREDIT AGREEMENT"), among
EOTT Energy Operating Limited Partnership ("EOTT OLP"), EOTT Energy Canada
Limited Partnership ("EOTT CANADA"), EOTT Energy Liquids, L.P. ("EOTT LIQUIDS"),
EOTT Energy Pipeline Limited Partnership ("EOTT PIPELINE" and together with EOTT
OLP, EOTT Canada and EOTT Liquids, on a joint and several basis, the
"BORROWERS"), EOTT ENERGY LLC, ("EOTT LLC"), and EOTT ENERGY GENERAL PARTNER,
L.L.C. ("EOTT GP", together with EOTT LLC, the "GUARANTORS", and together with
the Borrowers, collectively, the "CREDIT PARTIES"), Standard Chartered Bank, as
LC Agent and the other signatories thereto. Capitalized terms used and not
defined herein have the meanings given to them in the Credit Agreement.

         This Certificate is furnished pursuant to Section 6(d)(iv) of the
Credit Agreement. Together herewith, EOTT LLC is furnishing to the LC Agent and
each LC Participant, EOTT LLC's [audited/unaudited] [yearly][quarterly][monthly]
consolidated financial statements (the "FINANCIAL STATEMENTS") and supporting
consolidating financial statements, if required, as of _____________, 200__ (the
"REPORTING DATE"). EOTT LLC hereby certifies, represents, warrants and
acknowledges to the LC Agent and each LC Participant that:

                  (a)      the officer of EOTT LLC signing this instrument is a
         duly elected, acting and qualified officer of EOTT LLC as indicated
         below such officer's signature hereto having all necessary authority to
         act for EOTT LLC in making the certifications, representations,
         warranties and acknowledgements set forth herein;

                  (b)      the Financial Statements are accurate and complete in
         all material respects (subject, in the case of such unaudited financial
         statements, to changes resulting from normal and recurring adjustments
         made in conformity with GAAP) and satisfy the requirements of the
         Credit Agreement;

                  (c)      on the Reporting Date, each Credit Party was, and on
         the date hereof is, in full compliance with the disclosure requirements
         of Section 6(f) of the Credit Agreement, and no Default otherwise
         existed on the Reporting Date or otherwise exists on the date hereof;

                  (d)      the representations and warranties of EOTT LLC and
         the Borrowers set forth in the Credit Agreement and the other Credit
         Documents are true and correct on and as of the date hereof (except for
         changes resulting from the transactions contemplated in the Credit
         Agreement and the other Credit Documents, or to the extent that such
         representation or warranty was made as of a specific date), with the
         same effect as though such representations and warranties had been made
         on and as of the date hereof; and

                  (e)      as of the date hereof:


<PAGE>

                           (i)      the Consolidated EBIDA for the Reference
                  Period ending on ________, 200_ was $_________, as computed on
                  Attachment 1 hereto. The minimum amount of Consolidated EBIDA
                  for such period permitted pursuant to clause (p) of Section 7
                  of the Credit Agreement is $________;

                           (ii)     the Consolidated Tangible Net Worth as of
                  ________, 200_ is $________, as computed on Attachment 2
                  hereto. The minimum aggregate amount of Consolidated Tangible
                  Net Worth as of such date permitted pursuant to clause (q) of
                  Section 7 of the Credit Agreement is $________;

                           (iii)    the Interest Coverage Ratio for the
                  Reference Period ending on ________, 200_ was ___ to 1.00, as
                  computed on Attachment 3 hereto. The minimum Interest Coverage
                  Ratio for such period permitted pursuant to clause (r) of
                  Section 7 of the Credit Agreement is __ to 1.00; and

                           (iv)     the Current Ratio as of ________, 200_ is
                  ___ to 1.00, as computed on Attachment 4 hereto. The minimum
                  Current Ratio for such date permitted pursuant to clause (s)
                  of Section 7 of the Credit Agreement is ___ to 1.00.

         The officer of EOTT LLC signing this instrument hereby certifies that
he/she has reviewed the Credit Documents, the Financial Statements and the
supporting consolidating financial statements and has otherwise undertaken such
inquiry as is in his/her opinion necessary to enable him/her to express an
informed opinion with respect to the above certifications, representations,
warranties and acknowledgments made by EOTT LLC and, to the best of his/her
knowledge, such certifications, representations, warranties and acknowledgments
are true, correct and complete in all material respects.

         IN WITNESS WHEREOF, this instrument is executed as of __________,
200___.

                                    EOTT ENERGY LLC



                                    By:
                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title: [Chief Financial Officer]
                                              [Treasurer]


                                       2
<PAGE>

                                                                    Attachment 1

                               CONSOLIDATED EBIDA

                  As of _______, 200_ (the "Computation Date")
                         for the Reference Period ending
                    _______, 200_ (the "Computation Period")

<TABLE>
<S>      <C>      <C>      <C>                                                                           <C>
A.       Consolidated Net Income (Loss):

                  (1)      EOTT LLC's Consolidated gross revenues for the
                           Computation Period, including any cash dividends or
                           distributions actually received from any other Person
                           during such period..........................................................  $__________

                  (2)      EOTT LLC's Consolidated expenses and other proper
                           charges against income (including taxes on income to
                           the extent imposed), determined on a Consolidated
                           basis after eliminating earnings or losses
                           attributable to outstanding minority interests and
                           excluding the net earnings of any Person other than a
                           Subsidiary in which EOTT LLC or any of its
                           Subsidiaries has an ownership interest......................................  $__________

                  (3)      Consolidated Net Income (Loss):

                           Item A(1) minus Item A(2)...................................................  $__________

B.       All interest expense that was deducted in determining such Consolidated
         Net Income (Loss).............................................................................  $__________

C.       Depreciation and amortization (including amortization of good will and
         debt issue costs) and other non-cash charges (excluding any non-cash
         charge to the extent it represents an accrual of, or reserve for, cash
         disbursement for any of the next succeeding four Fiscal Quarters).............................  $__________

D.       All non-cash items of income that were included in determining such
         Consolidated Net Income (Loss) (excluding any non-cash item to the
         extent it represents an accrual for cash receipt in any of the next
         succeeding four Fiscal Quarters)..............................................................  $__________

E.       All of the foregoing items directly attributable to the Designated
         Assets during the first three months following the Closing Date...............................  $__________

F.       Permitted Adjustments.........................................................................  $__________

G.       Consolidated EBIDA for the Computation Period:

         Sum of Item A(3), Item B and Item C minus Items D, E and F....................................  $__________
</TABLE>


<PAGE>

                                                                    Attachment 2

                         CONSOLIDATED TANGIBLE NET WORTH

                  As of _______, 200_ (the "Computation Date")

<TABLE>
<S>      <C>      <C>      <C>                                                                           <C>
A.       The Consolidated members' capital of EOTT LLC and its Subsidiaries............................  $__________

B.       The principal amount of any payment-in-kind notes issued in lieu of
         cash payment of interest on the New Senior Notes..............................................  $__________

C.       Intangible Assets (to the extent included in determining such
         Consolidated members' capital):

                  (1)      All write-ups subsequent to December 31, 2002 in the
                           book value of any non-current asset owned by EOTT LLC
                           or any Subsidiary...........................................................  $__________

                  (2)      All investments in Persons that are not Subsidiaries,
                           except to the extent included in Cash Equivalents...........................  $__________

                  (3)      All unamortized debt discount and expense (other than
                           fees and expenses related to any Funded Debt),
                           unamortized deferred charges, goodwill, Intellectual
                           Property, organizational or research and
                           developmental expenses and other intangible items
                           (other than with respect to any Designated Asset)...........................  $__________

                  (4)      Sum of Items C(1) to C(3)...................................................  $__________

D.       Any Consolidated members' capital of EOTT LLC and its Subsidiaries to
         the extent directly attributable to the Designated Assets during the
         first three months following the Closing......................................................  $__________

E.       Permitted Adjustments.........................................................................  $__________

F.       Consolidated Tangible Net Worth as of the Computation Date:

         Sum of Items A and B minus Items C(4), D and E................................................  $__________
</TABLE>


<PAGE>

                                                                    Attachment 3

                             INTEREST COVERAGE RATIO

                  As of _______, 200_ (the "Computation Date")
                         for the Reference Period ending
                   __________, 200_ (the "Computation Period")

<TABLE>
<S>      <C>      <C>      <C>                                                                           <C>
A.       Consolidated EBIDA for the Computation Period:

         The amount set forth in Item E of Attachment 1 to this Exhibit B..............................  $__________

B.       Consolidated Total Interest Expense for the Computation Period:

                  (1)      The aggregate amount of interest required to be paid
                           or accrued by EOTT LLC or its Subsidiaries during the
                           Computation Period on all Indebtedness of EOTT LLC
                           and its Subsidiaries outstanding during all or any
                           part of such period, whether such interest was or is
                           required to be reflected as an item of expense or
                           capitalized, including payments consisting of
                           interest in respect of any Capital Lease or any
                           Synthetic Lease, and including commitment fees,
                           agency fees, facility fees, balance deficiency fees
                           and similar fees or expenses in connection with the
                           borrowing of money........................................................... $__________

                  (2)      The Reduction Fee payable pursuant to Section
                           2(j)(ix) of the Credit Agreement, to the extent
                           included in Item B(1)------------------------------.........................  $__________


                  (3)      Any such interest, fees or expenses to the extent
                           directly attributable to the Designated Assets during
                           the first three months following the Closing Date...........................  $__________

                  (4)      Permitted Adjustments.......................................................  $__________

                  (5)      The principal amount of any payment-in-kind notes
                           issued in lieu of cash payment of interest on the New
                           Senior Notes................................................................  $__________

                  (6)      Consolidated Total Interest Expense for the
                           Computation Period: Item B(1) minus Items B(2), (3),
                           (4) and (5).................................................................. $__________

C.       Interest Coverage Ratio for the Computation Period:

         The ratio of Item A to Item B(6)..............................................................  ____ to 1.0
</TABLE>


<PAGE>

                                                                    Attachment 4

                                  CURRENT RATIO

                  As of _______, 200_ (the "Computation Date")

<TABLE>
<S>      <C>      <C>      <C>                                                                           <C>
A.       Consolidated Current Assets:

                  (1)      All assets of the Borrowers and their Subsidiaries on
                           a Consolidated basis that, in accordance with GAAP,
                           are properly classified as current assets, including
                           (without duplication) all crude oil, refined
                           petroleum products or natural gas liquids in pipeline
                           or storage assets owned by a Borrower at the time of
                           determination, valued in accordance with GAAP...............................  $__________

                  (2)      All the fixed assets of the Designated Assets during
                           the first three months following the Closing Date...........................  $__________

                  (3)      Permitted Adjustments.......................................................  $__________

                  (4)      Item A(1) minus Items A(2) and (3)..........................................  $__________

B.       Consolidated Current Liabilities:

                  (1)      All Liabilities and other Indebtedness of the
                           Borrowers and their Subsidiaries on a Consolidated
                           basis that, in accordance with GAAP, are properly
                           classified as current liabilities...........................................  $__________

                  (2)      Funded Debt.................................................................  $__________

                  (3)      All Liabilities and Indebtedness directly
                           attributable to the Designated Assets during the
                           first three months following the Closing Date...............................  $__________

                  (4)      Permitted Adjustments.......................................................  $__________

                  (5)      Item B(1) minus Items B(2), (3) and (4).....................................  $__________

C.       Current Ratio as of the Computation Date:

         The ratio of Item A(4) to Item B(5)...........................................................  ____ to 1.0
</TABLE>


<PAGE>

                                                                       EXHIBIT C

                            [LETTERHEAD OF BORROWER]

                              BORROWING BASE REPORT

                                as of ___/___/___

<TABLE>
<CAPTION>
I.       COLLATERAL TYPE                                                                MARKET           ADVANCE        BORROWING
                                                                                         VALUE           RATE(1)           BASE

<S>      <C>                                                                            <C>              <C>           <C>
         1.       Eligible Cash Equivalents                                             _________          100%        ____________

         2.       Eligible Accounts Receivables

                  a.       Tier I Eligible Receivables                                  _________           90%        ____________

                  b.       Tier II Eligible Receivables                                 _________           85%        ____________

         3.       Eligible Crude/Product/Liquid Deliveries

                  a.       Tier I Eligible Crude/Product/Liquid Deliveries              _________           90%        ____________

                  b.       Tier II Eligible Crude/Product/Liquid Deliveries             _________           85%        ____________

         4.       Appraised Value of Eligible Fixed Assets                              _________           80%        ____________

         5.       Inventory

                  a.       (i)      NYMEX Hedged Eligible Inventory                     _________           90%        ____________

                           (ii)     Other Hedged Eligible Inventory                     _________           80%        ____________

                  b.       Market Value of Unhedged Eligible Inventory                  _________           80%        ____________

         6.       Eligible Margin Deposits                                              _________           80%        ____________

         7.       Undrawn Product Purchase Letters of Credit                            _________           80%        ____________

         8.       Does a Borrower own the MTBE Assets? [Y][N]                              NA               NA      [$65,000,000][0]

         MINUS:

         9.       First Purchaser Crude Payables                                        _________          100%        ____________

         10.      Other Priority Claims                                                 _________          100%        ____________

         11.      The aggregate net amounts payable by each Borrower under all
         Hedging Contracts to which it is a party:                                      _________          110%        ____________

         12.      The amount of any setoff or contra account to any Eligible
         Receivable that could arise from an obligation of any Borrower to sell
         or purchase crude oil in any future month to the extent not otherwise
         reflected as a reduction of Eligible Receivables, such amount to be
         determined on an early termination or mark to market basis                     _________          100%        ____________

         COLLATERAL TOTAL:                                                                               _______

II.      OUTSTANDINGS

         1.       Principal amount of loans outstanding and any accrued and
         unpaid fees and expenses under Lehman DIP Credit Agreement:                                     _______

         2.       Outstanding amounts under the Purchase Agreements, including
         all accrued and unpaid fees and expenses thereunder:                                            _______

              TOTAL OUTSTANDINGS                                                                         _______

III.          EXCESS / DEFICIT (I-II)                                                                    _______
</TABLE>

-----------------

(1)      Subject to adjustment per the definition of "Borrowing Base" in the
         Letter of Credit Agreement, dated as of February 11, 2003 (as from time
         to time amended, the "CREDIT AGREEMENT"), among EOTT Energy Operating
         Limited Partnership ("EOTT OLP"), EOTT Energy Canada Limited
         Partnership ("EOTT CANADA"), EOTT Energy Liquids, L.P. ("EOTT
         LIQUIDS"), EOTT Energy Pipeline Limited Partnership ("EOTT PIPELINE"
         and together with EOTT OLP, EOTT Canada and EOTT Liquids, on a joint
         and several basis, the "BORROWERS"), EOTT ENERGY LLC, ("EOTT LLC"), and
         EOTT Energy General Partner, L.L.C. ("EOTT GP", together with EOTT LLC,
         the "GUARANTORS", and together with the Borrowers, collectively, the
         "CREDIT PARTIES"), Standard Chartered Bank, as LC Agent and the other
         signatories thereto.


<PAGE>

I hereby certify that the information provided herein is true and correct to the
best of my knowledge and that the Borrowers have been in compliance with all
terms and conditions of all Credit Documents at all times.



                                       BY:
                                          -------------------------------------
                                       TITLE:  (CEO, CFO or Treasurer)
                                             ----------------------------------
<PAGE>
                                    EXHIBIT D

<Table>
<Caption>
                                            Beg Bal   Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                                        0.00     0.00     0.00     0.00     0.00     0.00     0.00
                                             Actual   Actual   Actual   Actual   Actual   Actual   Actual   Actual
                                             [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                            -------   -------  -------  -------  -------  -------  -------  -------
<S>                                         <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
OPERATING RECEIPTS
  Crude Receipts
  Crude Disbursements
  Crude/Product/NGL Payables
  Royalty Checks
  Canada Receipts/Disbursements
  Pipeline Receipts
  Pipeline Disbursements
  Pipeline Lockbox
  NGL & Product-Receipts
  NGL & Product-Disbursements
  NGL & Product-Lockbox
  MTBE Receipts
  MTBE Disbursements (Working Cap)
  Storage & Grid Receipts
  Tax Disbursements
  Merc
  Other Miscellaneous Incoming
                                             ------   ------   ------   ------   ------   ------   ------   ------
     Operating Receipts

OPERATING DISBURSEMENTS
  Payroll
  Payroll Wires (Benefits)
  ETS Monthly Operating
  OLP Monthly Operating
  Pipeline Monthly Operating
  MTBE/G&S Monthly Operating
  Field Account
  Other A/P
                                             ------   ------   ------   ------   ------   ------   ------   ------
     Operating Disbursements

     CASHFLOW - OPERATIONS
                                             ------   ------   ------   ------   ------   ------   ------   ------

CAPITAL & NON-OPERATING:
  Miss #3 Pipeline
  Professional Fee/Origination Fee
  Interest/LC Cost - s/t
  ETS Payable
  Loan Advances/Payments
  Unitholder/Senior Debt/New Debt
                                             -------  ------   ------   ------   ------   ------   ------   ------
     Capital & Non-Operating

  Net Cash Flows
                                             -------  ------   ------   ------   ------   ------   ------   ------
    LOAN BALANCE - ALL LOANS
                                             =======  ======   ======   ======   ======   ======   ======   ======

  CHANGE IN BOOK CASH

  Beginning Cash
  Net Cash Flow
  Difference due to Currency Exchange Rate
  Ending Cash
                                             -------  ------   ------   ------   ------   ------   ------   ------
  Daily Conversion Rate
                                             =======  ======   ======   ======   ======   ======   ======   ======
  FX Buys (Sells) CAD $
  FX Buys (Sells) USD $
  FX Rate
  Outstanding Check Total

<Caption>
                                             Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                               0.00     0.00     0.00     0.00     0.00
                                             Actual   Actual   Actual   Actual   Actual
                                             [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                             -------  -------  -------  -------  -------
<S>                                          <C>      <C>      <C>      <C>      <C>
OPERATING RECEIPTS
  Crude Receipts
  Crude Disbursements
  Crude/Product/NGL Payables
  Royalty Checks
  Canada Receipts/Disbursements
  Pipeline Receipts
  Pipeline Disbursements
  Pipeline Lockbox
  NGL & Product-Receipts
  NGL & Product-Disbursements
  NGL & Product-Lockbox
  MTBE Receipts
  MTBE Disbursements (Working Cap)
  Storage & Grid Receipts
  Tax Disbursements
  Merc
  Other Miscellaneous Incoming
                                             ------   ------   ------   ------   ------
     Operating Receipts

OPERATING DISBURSEMENTS
  Payroll
  Payroll Wires (Benefits)
  ETS Monthly Operating
  OLP Monthly Operating
  Pipeline Monthly Operating
  MTBE/G&S Monthly Operating
  Field Account
  Other A/P
                                             ------   ------   ------   ------   ------
     Operating Disbursements

     CASHFLOW - OPERATIONS
                                             ------   ------   ------   ------   ------

CAPITAL & NON-OPERATING:
  Miss #3 Pipeline
  Professional Fee/Origination Fee
  Interest/LC Cost - s/t
  ETS Payable
  Loan Advances/Payments
  Unitholder/Senior Debt/New Debt
                                             ------   ------   ------   ------   ------
     Capital & Non-Operating

  Net Cash Flows
                                             ------   ------   ------   ------   ------
    LOAN BALANCE - ALL LOANS
                                             ======   ======   ======   ======   ======

  CHANGE IN BOOK CASH

  Beginning Cash
  Net Cash Flow
  Difference due to Currency Exchange Rate
  Ending Cash
                                             ------   ------   ------   ------   ------
  Daily Conversion Rate
                                             ======   ======   ======   ======   ======
  FX Buys (Sells) CAD $
  FX Buys (Sells) USD $
  FX Rate
  Outstanding Check Total
</Table>

<PAGE>

<Table>
<Caption>
                                            Beg Bal   Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                                        0.00     0.00     0.00     0.00    0.00      0.00     0.00
                                             Actual   Actual   Actual   Actual   Actual   Actual   Actual   Actual
                                             [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                            -------   -------  -------  -------  -------  -------  -------  -------
<S>                                         <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
CHECKS ISSUED

Royalty Account
Expense
   Ad Valorem Taxes
   Environmental
   West Coast Capital & Other
Pipeline Account
   Ad Valorem Taxes
   Environmental
Payroll Account
Trade Payables
   Crude Payables
   Product/NGL Payables
Field Account
MTBE/G&S Monthly Oper.
   Turnaround
   Annual Preventive Maintenance
                                             ------   ------   ------   ------   ------   ------   ------   ------
    SUBTOTAL CHECKS ISSUED

CHECKS CLEARED

Royalty Account
Expense
Pipeline Account
Payroll Account
Trade Payables
Field Account
MTBE/G&S Monthly Oper.
                                             ------   ------   ------   ------   ------   ------   ------   ------
    SUBTOTAL CHECKS CLEARED

FLOAT BALANCE

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                             ------   ------   ------   ------   ------   ------   ------   ------
Ending Check Float
   CHANGE IN CHECK FLOAT

FLOAT BALANCE-ROYALTY

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                             ------   ------   ------   ------   ------   ------   ------   ------
Ending Check Float

FLOAT BALANCE-OTHER

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                             ------   ------   ------   ------   ------   ------   ------   ------
Ending Check Float

% of Royalty Checks Cleared
% of Other Checks Cleared

Checks Cleared
Checks issued
Check Float

<Caption>
                                             Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                               0.00     0.00     0.00     0.00     0.00
                                             Actual   Actual   Actual   Actual   Actual
                                             [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                             -------  -------  -------  -------  -------
<S>                                          <C>      <C>      <C>      <C>      <C>
CHECKS ISSUED

Royalty Account
Expense
   Ad Valorem Taxes
   Environmental
   West Coast Capital & Other
Pipeline Account
   Ad Valorem Taxes
   Environmental
Payroll Account
Trade Payables
   Crude Payables
   Product/NGL Payables
Field Account
MTBE/G&S Monthly Oper.
   Turnaround
   Annual Preventive Maintenance
                                             ------   ------   ------   ------   ------
    SUBTOTAL CHECKS ISSUED

CHECKS CLEARED

Royalty Account
Expense
Pipeline Account
Payroll Account
Trade Payables
Field Account
MTBE/G&S Monthly Oper.
                                             ------   ------   ------   ------   ------
    SUBTOTAL CHECKS CLEARED

FLOAT BALANCE

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                             ------   ------   ------   ------   ------
Ending Check Float
   CHANGE IN CHECK FLOAT

FLOAT BALANCE-ROYALTY

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                             ------   ------   ------   ------   ------
Ending Check Float

FLOAT BALANCE-OTHER

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                             ------   ------   ------   ------   ------
Ending Check Float

% of Royalty Checks Cleared
% of Other Checks Cleared

Checks Cleared
Checks issued
Check Float
</Table>


<PAGE>

                                                                       EXHIBIT E

                      ENVIRONMENTAL COMPLIANCE CERTIFICATE

         Reference is made to that certain Letter of Credit Agreement, dated as
of February 11, 2003 (as from time to time amended, the "CREDIT AGREEMENT"),
among EOTT Energy Operating Limited Partnership ("EOTT OLP"), EOTT Energy Canada
Limited Partnership ("EOTT CANADA"), EOTT Energy Liquids, L.P. ("EOTT LIQUIDS"),
EOTT Energy Pipeline Limited Partnership ("EOTT PIPELINE" and together with EOTT
OLP, EOTT Canada and EOTT Liquids, on a joint and several basis, the
"BORROWERS"), EOTT ENERGY LLC, ("EOTT LLC"), and EOTT ENERGY GENERAL PARTNER,
L.L.C. ("EOTT GP", together with EOTT LLC, the "GUARANTORS", and together with
the Borrowers, collectively, the "CREDIT PARTIES"), Standard Chartered Bank, as
LC Agent and the other signatories thereto. Capitalized terms used and not
defined herein have the meanings given to them in the Credit Agreement.

         This Certificate is furnished pursuant to Section 6(d)(ix) of the
Credit Agreement. EOTT LLC hereby represents, warrants, and acknowledges to the
LC Agent and each LC Participant that:

                  1.       For the Fiscal Year ending immediately prior to the
date hereof, each Credit Party have complied and are complying with Sections
6(p) and 7(t) of the Credit Agreement;

                  2.       To the best knowledge of the undersigned after due
inquiry, on the date hereof, each Credit Party is in compliance with all
applicable Environmental Laws, noncompliance with which could cause a Material
Adverse Change;

                  3.       Each Credit Party has taken (and continue to take)
reasonable steps to minimize the generation of potentially harmful effluents;
and

                  4.       Each Credit Party has established an ongoing program
of conducting an internal audit of each operating facility of such Credit Party
to identify actual or potential environmental Liabilities that could cause a
Material Adverse Change.

         The officer of EOTT LLC signing this instrument hereby certifies that
(i) such officer is a duly elected, acting and qualified officer of EOTT LLC as
indicated below such officer's signature hereto, having all necessary authority
to act for EOTT LLC in making the representations, warranties and
acknowledgements set forth herein and (ii) to the best of such officer's
knowledge after due inquiry and consultation with the operating officers of each
Borrower, such representations, warranties, acknowledgments and agreements are
true, correct and complete in all material respects.


<PAGE>

         IN WITNESS WHEREOF, this instrument is executed as of __________,
200__.

                                         EOTT ENERGY LLC

                                         By:
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------
<PAGE>
                                                                       EXHIBIT F


                              OPEN POSITION REPORT


      [Form to be agreed upon between Credit Parties and LC Participants.]

<PAGE>
                                                                       EXHIBIT G


                          MONTHLY LEASE VOLUME REPORT


<Table>
<Caption>
CRUDE OIL LEASE
 VOLUMES
                                                                                                                           200X
                                                                                                                     ---------------
                                                                                                                       YTD    YTD
               JANUARY  FEBRUARY  MARCH  APRIL  MAY  JUNE   JULY   AUGUST  SEPTEMBER  OCTOBER   NOVEMBER   DECEMBER  BARRELS  BPD
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>    <C>    <C>  <C>    <C>    <C>     <C>        <C>       <C>        <C>       <C>      <C>
Mid Continent
 Region
Gulf Coast
 Region
Rockies
West Texas
Canada
Accruals/Other

                -------------------------------------------------------------------------------------------------------------------

Total
                -------------------------------------------------------------------------------------------------------------------
Total Barrels
 Per Day
                ===================================================================================================================
</Table>

<Table>
<Caption>
PLP AVERAGE BARRELS
                                                                                                                           200X
                                                                                                                     --------------
                                                                                                                       YTD    YTD
               JANUARY  FEBRUARY  MARCH  APRIL  MAY  JUNE   JULY   AUGUST  SEPTEMBER  OCTOBER   NOVEMBER   DECEMBER  BARRELS  BPD
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>    <C>    <C>  <C>    <C>    <C>     <C>        <C>       <C>        <C>       <C>      <C>
Mid Continent
 region
Gulf Coast
 Region
Rockies
West Texas
                -------------------------------------------------------------------------------------------------------------------
Total
                -------------------------------------------------------------------------------------------------------------------
PLP Barrels
 Per Day
                ===================================================================================================================
</Table>