<PAGE>
                                                                  EXHIBIT 10.46


                                                                    [EXECUTION]
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                      INTERCREDITOR AND SECURITY AGREEMENT



                                      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,

                                       and

                                 EOTT ENERGY LLC

                                       and

                       EOTT ENERGY GENERAL PARTNER, L.L.C.

                        as joint and several Guarantors,

                                       and

                            STANDARD CHARTERED BANK,

                              LEHMAN BROTHERS INC.

                                       and

                  STANDARD CHARTERED TRADE SERVICES CORPORATION

                       AND VARIOUS OTHER SECURED PARTIES,

                                       and

                             STANDARD CHARTERED BANK
                               as Collateral Agent



                            Dated as of March 1, 2003

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>      <C>      <C>                                                                                            <C>
SECTION 1. DEFINITIONS                                                                                            2

         1.1.     Defined Terms...................................................................................2
         1.2.     Other Definitional Provisions..................................................................10

SECTION 2. COLLATERAL AND ACTIONABLE DEFAULTS                                                                    10

         2.1.     Security Interests and Liens in the Collateral.................................................10
         2.2.     General Authority of the Collateral Agent over the Collateral and Priority of Liens............12
         2.3.     Notices of Actionable Defaults; Directions as to Enforcement Actions...........................12
         2.4.     Right to Initiate Judicial Proceedings; Appointment of Receiver................................13
         2.5.     Exercise of Powers; Instructions of Required Secured Parties...................................14
         2.6.     Remedies Not Exclusive.........................................................................16
         2.7.     Waiver and Estoppel............................................................................17
         2.8.     Limitation on Collateral Agent's Duty in Respect of Collateral.................................17
         2.9.     Limitation by Law..............................................................................17

SECTION 3. COLLECTIONS AND ACCOUNTS                                                                              18

         3.1.     Authorized Accounts............................................................................18
         3.2.     Payments from Debt Service Payment Account.....................................................19
         3.3.     Special Payments...............................................................................22
         3.4.     Other Agreements about Authorized Accounts.....................................................23

SECTION 4. AGREEMENTS WITH COLLATERAL AGENT                                                                      24

         4.1.     Delivery of Credit Documents...................................................................24
         4.2.     Indemnification by Credit Parties..............................................................24
         4.3.     Filing Fees, Excise Taxes, Etc.................................................................24

SECTION 5. THE COLLATERAL AGENT                                                                                  25

         5.1.     Appointment....................................................................................25
         5.2.     Exculpatory Provisions.........................................................................25
         5.3.     Delegation of Duties...........................................................................26
         5.4.     Reliance by Collateral Agent...................................................................26
         5.5.     Limitations on Duties of Collateral Agent......................................................27
         5.6.     Resignation and Removal of the Collateral Agent................................................27
         5.7.     Status of Successor............................................................................29
         5.8.     Merger of the Collateral Agent.................................................................29
         5.9.     Treatment of Payee or Indorsee by Collateral Agent.............................................29
         5.10.    Non-Reliance on Collateral Agent...............................................................29
         5.11.    Indemnification................................................................................30

SECTION 6. ASSIGNMENTS                                                                                           30

         6.1.     Agreement Binding on Assignees.................................................................30
</TABLE>


                                        i

<PAGE>

<TABLE>
<CAPTION>

<S>      <C>      <C>                                                                                            <C>
         6.2.     Limited Restriction on Assignments or Resignation of Term Lender Agent.........................30

SECTION 7. MISCELLANEOUS                                                                                         30

         7.1.     Notices........................................................................................30
         7.2.     No Waivers.....................................................................................30
         7.3.     Amendments, Supplements and Waivers............................................................31
         7.4.     Headings.......................................................................................32
         7.5.     Severability...................................................................................32
         7.6.     Successors and Assigns.........................................................................32
         7.7.     GOVERNING LAW..................................................................................32
         7.8.     Counterparts...................................................................................32
         7.9.     SUBMISSION TO JURISDICTION; WAIVERS............................................................32
         7.10.    Termination....................................................................................33
         7.11.    Acknowledgements...............................................................................33

SCHEDULE A  --  ADDRESSES FOR NOTICES

SCHEDULE B  --  DEED OF TRUST FILING JURISDICTIONS
</TABLE>


                                       ii

<PAGE>

                       INTERCREDITOR AND SECURITY AGREMENT

         THIS INTERCREDITOR AND SECURITY AGREEMENT (this "Agreement"), dated as
of March 1, 2003, is made by and among:

         o    EOTT Energy Operating Limited Partnership, a Delaware limited
              partnership ("EOTT OLP"),

         o    EOTT Energy Canada Limited Partnership, a Delaware limited
              partnership ("EOTT Canada"),

         o    EOTT Energy Liquids, L.P., a Delaware limited partnership ("EOTT
              Liquids"),

         o    EOTT Energy Pipeline Limited Partnership, a Delaware limited
              partnership ("EOTT Pipeline") (each of the foregoing entities, on
              a joint and several basis, the "Borrowers"),

         o    EOTT Energy LLC., a Delaware limited liability company ("EOTT
              LLC"),

         o    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"),

         o    Standard Chartered Bank, in its capacity as Collateral Agent
              hereunder,

         o    Standard Chartered Bank, in its capacity as LC Agent under the LC
              Agreement referred to below, acting on behalf of the LC Issuer and
              the LC Participants,

         o    Standard Chartered Bank, in its capacity as an LC Participant
              under the LC Agreement,

         o    Lehman Brothers Inc., in its capacity as Term Lender Agent under
              the Term Loan Agreement referred to below, acting on behalf of the
              Term Lenders,

         o    each of the Persons signing below as a Term Lender, and

         o    Standard Chartered Trade Services Corporation ("SCTSC").

                                    RECITALS:

         WHEREAS, the Borrowers, the Guarantors, Standard Chartered Bank, as LC
Issuer and LC Agent, and the letter of credit participants from time to time
party thereto are parties to that certain Letter of Credit Agreement dated as of
February 11, 2003 (as from time to time amended in accordance herewith, the "LC
Agreement"), pursuant to which the LC Issuer has agreed to issue Letters of
Credit to the Borrowers on the terms and conditions set forth therein;


                                       1

<PAGE>

         WHEREAS, the Borrowers, the Guarantors, Lehman Brothers Inc., as Term
Lender Agent, and the other lenders from time to time party thereto are parties
to that certain Term Loan Agreement dated as of February 11, 2003 (as from time
to time amended in accordance herewith, the "Term Loan Agreement"), pursuant to
which the Term Lenders have agreed to make loans to the Borrowers on the terms
and conditions set forth therein;

         WHEREAS, EOTT OLP and SCTSC are parties to (a) that certain Second
Amended and Restated Commodities Repurchase Agreement dated as of February 11,
2003 (as from time to time amended in accordance herewith, the "Crude Oil
Purchase Agreement"), pursuant to which SCTSC has agreed to purchase and resell
to EOTT OLP certain commodities on the terms and conditions set forth therein
and (b) that certain Second Amended and Restated Receivables Purchase Agreement
dated as of February 11, 2003 (as from time to time amended in accordance
herewith, the "Receivables Purchase Agreement"), pursuant to which SCTSC has
agreed to purchase certain qualified receivables from EOTT OLP on the terms and
conditions set forth therein; and

         WHEREAS, the parties hereto desire to provide, among other things, for
their respective rights in respect of the Collateral and the distribution of the
proceeds thereof;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:

                             SECTION 1. DEFINITIONS

         1.1. Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

         "Acceleration Notice" means either (a) a formal notice given by the LC
Agent on behalf of the LC Participants stating that an "Event of Default" has
occurred under the LC Agreement that has not been remedied and that the LC Agent
has exercised its acceleration remedy under the LC Agreement or (b) a formal
notice given by the Term Lender Agent on behalf of the Term Lenders stating that
an "Event of Default" has occurred under the Term Loan Agreement that has not
been remedied and that the Term Lender Agent has exercised its acceleration
remedy under the Term Loan Agreement.

         "Actionable Default" means either (a) an "Event of Default", as defined
in the LC Agreement or (b) an "Event of Default", as defined in the Term Loan
Agreement, which, in either case, has neither been cured nor waived at the time
in question.

         "Administrative Agents" means the LC Agent and the Term Lender Agent.

         "Authorized Accounts" means the Collection Accounts, the Concentration
Account, the Debt Service Payment Account, the LC Collateral Account, the
Funding Account, and the Disbursement Accounts.

         "Bankruptcy Court" means the United States Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division.


                                       2

<PAGE>

         "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.

         "Canadian Accounts" means the following accounts maintained by EOTT
Canada with Bank of Montreal: account number 4812-838 (U. S. dollars) and
account number 1185-710 (Canadian dollars).

         "Cases" means the jointly administered voluntary petitions for relief
of the Credit Parties under Chapter 11 Case No. 02-21730, in the United States
Bankruptcy Court for the Southern District of Texas, Corpus Christi Division.

         "Cash Equivalents" means "Cash Equivalents" as defined in the LC
Agreement.

         "Cash Waterfall" means the payment, priority and other provisions of
Sections 3.1, 3.2 and 3.3 hereof.

         "Collateral" means all of the assets, properties and rights of each
Credit Party, whether now or hereafter existing or now owned or hereafter
acquired and wherever located, of every kind and description, tangible or
intangible, real, personal or mixed, including but not limited to the
"Collateral" as defined in the Security Agreement and the "Property" as defined
in the Deed of Trust, provided that the term "Collateral" as used herein (or in
the Security Agreement or the Deed of Trust) shall not include (a) the "Excluded
Property" as defined in the Deed of Trust or (b) the receivables and contract
rights purchased by SCTSC under the Receivables Purchase Agreement or any
proceeds thereof.

         "Collateral Agent" means Standard Chartered Bank, acting in its
capacity as collateral agent hereunder, and any successor collateral agent
appointed under Section 5 hereof to act on behalf of the Secured Parties with
respect to the Collateral.

         "Collection Accounts" means the following bank accounts: the Canadian
Accounts, account number 314994 of EOTT OLP with Southwest Bank, account number
315001 of EOTT Pipeline with Southwest Bank, and account number 316423 of EOTT
Liquids with Southwest Bank.

         "Concentration Account" means account number 3582-058765-001 of EOTT
OLP with SCB into which the funds in the Collection Accounts shall be
transferred.

         "Confirmation Order" means the order of the Bankruptcy Court, dated as
of February 18, 2003 and confirming the Reorganization Plan pursuant to Section
1129 of the Bankruptcy Code.

         "Control Agreement" means any lock-box agreement, control agreement, or
agency agreement among any of the Credit Parties, the Collateral Agent, and the
banks with which the Authorized Accounts are maintained (including without
limitation the Bank Agency and Control Agreement dated March 1, 2003, among EOTT
OLP, EOTT Liquids, EOTT Pipeline, SCB and Southwest Bank), as each of the same
may be amended, supplemented or otherwise modified from time to time.


                                       3

<PAGE>

         "Credit Documents" means collectively, the following agreements as the
same may be amended, restated, supplemented or otherwise modified from time to
time: the LC Agreement, the other "Credit Documents" as defined therein, the
Term Loan Agreement, the other "Credit Documents" as defined therein, the
Purchase Agreements and the documents and agreements entered into pursuant
thereto, this Agreement, all Security Documents and the Confirmation Order, in
each case whether now existing or hereafter executed and delivered.

         "Credit Parties" means the Borrowers and the Guarantors.

         "Debtors" has the meaning given to such term in the LC Agreement.

         "Debt Service Payment Account" means bank account number
3582-058757-500 established with SCB by EOTT LLC, to be used to pay amounts
owing to the Secured Parties.

         "Deed of Trust" means those certain Deeds of Trust, Mortgage, Line of
Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement of even date herewith executed by the Borrowers in favor of the
Collateral Agent, for the benefit of Secured Parties, as amended, restated,
amended and restated, supplemented or otherwise modified from time to time,
filed in the jurisdictions listed on Schedule B.

         "Default" means the occurrence of any event or condition, which with
the giving of notice or the lapse of time, or both, would constitute an
Actionable Default.

         "Designated Assets" means the following assets: (a) the MTBE Assets and
(b) the West Coast Assets.

         "Disbursement Accounts" means the Canadian Accounts and the following
controlled disbursement accounts established by one or more of the Credit
Parties with Southwest Bank:

                                    888802226
                                    888802239
                                    888802242
                                    888802255
                                    888802320
                                    888802918

         "Enforcement Action" means (a) any action that the Collateral Agent may
take, whether hereunder or under any of the Security Documents and Orders, to
exercise remedies or other rights against Collateral following the occurrence of
an Actionable Default or (b) any action that SCTSC may take to enforce its
rights and remedies against the Linefill under the Crude Oil Purchase Agreement
following the occurrence of a default thereunder by EOTT OLP, provided that none
of the following shall constitute Enforcement Actions: (i) actions taken by the
Collateral Agent with respect to the Authorized Accounts pursuant to Section 3
hereof, (ii) acceleration of any of the Secured Obligations, (iii) actions taken
by SCTSC to exercise its rights and remedies under the Receivables Purchase
Agreement, and (iv) actions taken by any of the Secured Parties to seek specific
performance of any covenant in any of the Credit Documents.


                                       4

<PAGE>

         "Funding Account" means account number 336041 established by EOTT OLP
with Southwest Bank.

         "GAAP" means generally accepted accounting principles in the United
States of America from time to time in effect.

         "Koch Payment" means each payment made by Koch Supply and Trading L.P.
or any of its affiliates with respect to any account owed by Koch Supply and
Trading L.P. or its affiliates to EOTT LLP or the other Credit Parties that is
sold to SCTSC pursuant to the Receivables Purchase Agreement.

         "LC Agent" means Standard Chartered Bank, in its capacity as LC Agent
under the LC Agreement, and any successor LC Agent appointed thereunder.

         "LC Collateral Account" means bank account number 3582-058757-501
established with SCB by EOTT LLC, to be used to hold cash collateral as provided
herein.

         "LC Exposure" means, at any time in question, the sum of 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 plus the maximum amounts LC Issuer
might then or thereafter be called upon to advance under all Letters of Credit
then outstanding.

         "LC Issuer" means Standard Chartered Bank, in its capacity as LC Issuer
under the LC Agreement, and any successor LC Issuer appointed thereunder.

         "LC Obligations" means, at any time in question, any and all
indebtedness, liabilities and obligations of every kind, nature and description
owing by any Credit Party to the LC Issuer, the LC Agent, or any LC Participant,
or any of them (however evidenced) under or pursuant to the LC Agreement or the
other "Credit Documents" (as defined in the LC Agreement), 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 the LC Issuer, the LC Agent, or any
LC Participant from any other party to such "Credit Documents" (including,
without limitation, participations or interests in the obligations of any Credit
Party to others), whether for principal, interest, fees, expenses, indemnities
or other amounts and whether incurred by any Credit Party as principal, surety,
endorser, guarantor, accommodation party, indemnitor or otherwise.

         "LC Participants" means the Persons that from time to time make up the
"LC Participants" under the LC Agreement.

         "Letters of Credit" means the letters of credit issued under and in
compliance with the LC Agreement, in an aggregate face amount not to exceed
$325,000,000 at any time.

         "Linefill" means the inventory of crude oil, refined petroleum products
or natural gas liquids sold by EOTT OLP to SCTSC under the Crude Oil Purchase
Agreement.


                                       5

<PAGE>

                  "Linefill Sales" means (a) any sales and delivery from time to
time of the Linefill pursuant to the permanent shutdown and purging of pipeline
or storage assets, (b) any sales by the Credit Parties that reduce the crude
oil, refined petroleum products or natural gas liquids in the Credit Parties'
pipeline and storage assets to amounts below those required in the Crude Oil
Purchase Agreement, (c) any sales of the Linefill in conjunction with the sale
of the pipelines or storage assets in which the Linefill is stored, and (d) any
sales of the Linefill by SCTSC pursuant to the Crude Oil Repurchase Agreement.

         "Matured LC Obligations" means all amounts paid by LC Issuer on drafts
or demands for payment drawn or made under or purposed to be under any Letter of
Credit.

         "Maturity Date" means the date which is the earlier of (a) eighteen
(18) calendar months after the "Closing Date" of the LC Agreement and the Term
Loan Agreement and (ii) August 30, 2004.

         "Monthly Payment Date" means the first Business Day of each month.

         "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.

         "Notice of Actionable Default" means (a) a written notice stating that
an Actionable Default has occurred that has not been remedied, sent by either
the LC Agent or the Term Lender Agent to the other and to the Collateral Agent,
or (b) a written notice stating that a default that has not been remedied has
occurred under the Crude Oil Purchase Agreement and that any applicable grace
period has expired, sent by SCTSC to both LC Agent and the Term Lender Agent.

         "Overdraft Obligations" means any obligations or liabilities of any
Credit Party to pay to SCB the amount of any amounts advanced to such Credit
Party by SCB on account of any overdraft or similar extension of credit honored
by SCB in its capacity as depository bank for such Credit Party or in its
capacity as Collateral Agent, along with any interest, fees, expenses, and other
amounts due by the Credit Parties to SCB in connection therewith.

         "Percentage of Exposure" means, at the time in question, with respect
to any Term Lender or LC Participant or SCTSC, its percentage share of the total
Tier-A Obligations and Tier-B Obligations at such time.

         "Permitted Investments" means (i) Cash Equivalents, (ii) investments
described in the Disclosure Schedules to each of the LC Agreement and the Term
Loan Agreement, 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"
under the LC Agreement and the Term Loan Agreement.

         "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or entity of whatever nature.


                                       6

<PAGE>

         "Proceeds" means "proceeds", as defined in the UCC, and, in any event,
shall include, but not be limited to, (a) any and all proceeds of any insurance,
indemnity, warranty or guaranty payable to any of the Credit Parties from time
to time with respect to any of the Collateral, (b) any and all payments (in any
form whatsoever) made or due and payable to any of the Credit Parties from time
to time in connection with any requisition, confiscation, condemnation, seizure
or forfeiture of all or any part of the Collateral by any Governmental Authority
and (c) any and all other amounts from time to time paid or payable under or in
connection with any of the Collateral.

         "Purchase Agreements" means the Crude Oil Purchase Agreement and the
Receivables Purchase Agreement.

         "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.

         "Required Secured Parties" means at any date of determination (a) at
any time prior to the Maturity Date when no Actionable Default exists or, when
an Actionable Default exists, at any time prior to the 31st day following the
sending of a Notice of Actionable Default with respect thereto, both of the
Administrative Agents, and (b) at any time after the Maturity Date, or at any
time prior to the Maturity Date whenever an Actionable Default has continued to
exist for at least 30 days following the sending of a Notice of Actionable
Default with respect thereto, either of the Administrative Agents.

         "SCB" means Standard Chartered Bank.

         "SCTSC Collection Account" means the account established by SCTSC with
SCB for the purpose of collecting the Koch Payments and any payments from
Linefill Sales.

         "SCTSC Maturity Date" means the date which is six (6) calendar months
after the effective date of both Purchase Agreements (herein called the "Initial
SCTSC Maturity Date"), or such later date as extended pursuant to the terms of
the Purchase Agreements, which such date shall be no later than the earlier of
(a) twelve (12) calendar months after the Initial SCTSC Maturity Date and (b)
August 30, 2004.

         "SCTSC Shortfall Obligations" means (a) any unpaid amounts owing to
SCTSC for recovery of its purchase price paid under either of the Purchase
Agreements that remain after SCTSC has made all efforts customary in the
industry (consistent with applicable restrictions under this Agreement) to
collect the amounts owing to it under such Purchase Agreement, and (b) any other
amounts owing to SCTSC under either or both of the Purchase Agreements that
remain unpaid after SCTSC has made such customary collection efforts.

         "Secured Obligations" means all LC Obligations, all Term Loan
Obligations, all SCTSC Shortfall Obligations, all Overdraft Obligations, and all
obligations owed by any of the Credit Parties under this Agreement or any of the
Security Documents and Orders to any of the Secured Parties in their capacity as
such.


                                       7

<PAGE>

         "Secured Parties" means all of the following: the LC Participants, the
LC Issuer, the LC Agent, the Term Lenders, the Term Lender Agent, SCTSC, and the
Collateral Agent.

         "Security Agreement" means that certain Security Agreement of even date
herewith by and among by the Credit Parties and the Collateral Agent, for the
benefit of Secured Parties, as amended, restated, amended and restated,
supplemented or otherwise modified from time to time.

         "Security Documents" means this Agreement, the Security Agreement, the
Deed of Trust, and all security agreements, deeds of trust, mortgages, chattel
mortgages, pledges, guaranties, financing statements, continuation statements,
extension agreements, lock box 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 Credit
Document or any transaction contemplated hereby or thereby to secure or
guarantee the payment of any part of the Secured Obligations or the performance
of any Credit Party's other duties and obligations under the Credit Documents.

         "Security Documents and Orders" means the Security Documents, the
Confirmation Order and any additional orders from time to time given by the
Bankruptcy Court to implement and enforce the Confirmation Order.

         "Southwest Bank" means Southwest Bank of Texas, N.A. or any successor
bank from time to time approved by both of the Administrative Agents.

         "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.

         "Term Lender Agent" means Lehman Brothers Inc, in its capacity as Term
Lender Agent under the Term Loan Agreement, and any successor Term Lender Agent
appointed thereunder.

         "Term Lenders" means the Persons that from time to time make up the
"Term Lenders" under the Term Loan Agreement.

         "Term Loan Obligations" means, at any time in question, any and all
indebtedness, liabilities and obligations of every kind, nature and description
owing by any Credit Party to the Term Lender Agent or any Term Lender, or any of
them (however evidenced) under or pursuant to the Term Loan Agreement or the
other "Credit Documents" (as defined in the Term Loan Agreement), 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 the Term Lender Agent
or any Term Lender from any other party to such "Credit Documents" (including,
without limitation, participations or interests in the obligations of any Credit
Party to others), whether for principal, interest, fees, expenses, indemnities
or other amounts and whether incurred by any Credit Party as principal, surety,
endorser, guarantor, accommodation party, indemnitor or otherwise.


                                       8

<PAGE>

         "Tier-A Obligations" means, at any time, the Tier-A Standard Chartered
Exposure at such time and the Tier-A Term Loan Exposure at such time.

         "Tier-A Standard Chartered Exposure" means, at any time, the product of
the following formula:

         [(A + B) - C] + D

where "A" is the amount of the unpaid Overdraft Obligations at such time
(excluding any interest, fees, expenses, and amounts other than advances that
are due by the Credit Parties to SCB in connection therewith), "B" is the amount
of the LC Exposure at such time, "C" is $300,000,000, and "D" is the product of
(i) the sum of that portion of the Overdraft Obligations consisting of interest,
fees, expenses, and amounts other than advances plus that portion of the LC
Obligations other than the LC Exposure, multiplied by (ii) a fraction whose
numerator is (A + B) - C and whose denominator is A + B.

         "Tier-A Term Loan Exposure" means, at any time, the unpaid principal
balance of the Tier-A Term Loans at such time, plus any interest, fees, expenses
and other Term Loan Obligations accrued at such time with respect to the Tier-A
Term Loans.

         "Tier-A Term Loans" means the Term Loans in the original aggregate
principal amount of $50,000,000 that are designated as such pursuant to the Term
Loan Agreement.

         "Tier-B Obligations" means, at any time, the Tier-B Standard Chartered
Exposure at such time and the Tier-B Term Loan Exposure at such time.

         "Tier-B LC Exposure" means, at any time, the amount of the LC
Obligations as such time, excluding the amount of LC Obligations included in the
Tier-A Standard Chartered Exposure.

         "Tier-B Standard Chartered Exposure" means, at any time, the Tier-B LC
Exposure plus the SCTSC Shortfall Obligations.

         "Tier-B Term Loan Exposure" means, at any time, the amount of the Term
Loan Obligations at such time, excluding the Tier-A Term Loan Exposure.

         "Tier-B Term Loans" means the Term Loans in the original aggregate
principal amount of $25,000,000 that are designated as such pursuant to the Term
Loan Agreement.

         "Triggering Event" means any of the following: (a) the giving of an
Acceleration Notice, (b) the giving of a written notice by the LC Agent on
behalf of the LC Participants stating that an "Event of Default" has occurred
under the LC Agreement that has not been remedied and that the LC Agent has
terminated the obligation of the LC Issuer to issue Letters of Credit
thereunder, and (c) the giving of a written notice by the Term Lender Agent
pursuant to Section 3.2(d) below, electing to designate as a Triggering Event
drawings on Letters of Credit in excess of $15,000,000 in a particular calendar
month.


                                       9

<PAGE>

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

         "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 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.

         1.2. Other Definitional Provisions.

         (a) As used herein, and any certificate or other document made or
delivered pursuant hereto, accounting terms relating to any of the Credit
Parties not defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

         (b) The words "hereof', "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, subsection,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

         (c) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                 SECTION 2. COLLATERAL AND ACTIONABLE DEFAULTS

         2.1. Security Interests and Liens in the Collateral.

         (a) The Bankruptcy Court has, pursuant to the Confirmation Order,
ordered the grant of the "Post-Confirmation Liens", as defined in the
Confirmation Order, to the Collateral Agent to secure the Secured Obligations.

         To further secure the payment, performance and observance in full of
all of the Secured Obligations, each Credit Party hereby ratifies and confirms
such action by the Bankruptcy Court and, concurrently herewith, the various
Credit Parties are executing and delivering the Security documents in order to
grant to the Collateral Agent for the benefit of all Secured Parties a
continuing security interest in, a lien upon, and a right of set-off against all
of such Credit Party's Collateral. All such Collateral shall be security for the
payment, performance and observance of all Secured Obligations, and the liens
and security interests of the Collateral Agent shall have the priority provided
in the Confirmation Order.

         (b) The Collateral Agent is hereby specifically authorized by the
Credit Parties to file financing statements describing the Collateral provided
for in the Security


                                       10

<PAGE>

Documents and Orders in each jurisdiction that it deems appropriate. Each of the
Credit Parties further acknowledges and agrees that (a) any and all financing
statements filed in connection with any other previously or now existing credit
facilities (including, without limitation, the Prepetition Credit Agreement, the
DIP LC Agreement and the DIP Term Loan Agreement referred to in the LC
Agreement) naming Standard Chartered Bank, as administrative agent (or otherwise
as a representative for itself and other financial institutions), as secured
party, and such Credit Party, as debtor, shall be effective to perfect the
Collateral Agent's security interest granted by such Credit Party pursuant to
the Security Documents to the extent that such security interest may be
perfected by the filing of financing statements and (ii) such prior filings
represent pre-filings of financing statements for purposes of so perfecting the
security interests granted by the Credit Parties under the Security Documents.
Until all of the Secured Obligations have been finally paid and satisfied in
full, the provisions of this section shall continue to apply, and such
pre-filings shall continue to be effective to the fullest extent permitted by
law and shall not be subject to any right of termination in respect of the
security interests granted herein, whether any such other credit facilities are
to be discharged with the proceeds of any of the Loans, or are to continue
independently.

         (c) To further secure the Secured Obligations, whenever requested by
the Collateral Agent, the LC Agent, or the Term Lender Agent, each acting in its
sole and absolute discretion, the Credit Parties will deliver - to or for the
benefit of the Collateral Agent - Control Agreements, mortgages, deeds of trust,
security agreements, financing statements, continuation statements, extension
agreements, acknowledgements, other Security Documents, and amendments to any of
the foregoing, in each case in form and substance satisfactory to the Person
requesting the same and to the Collateral Agent, for the purpose of granting,
evidencing of record, confirming, or perfecting liens and security interests in
favor of the Collateral Agent in any Collateral now owned or hereafter acquired
by any Debtor. Without limiting the foregoing, the Credit Parties will, if so
requested, deliver amendments to the mortgages previously given to Standard
Chartered Bank and presently of record in order to confirm that such mortgages,
deeds of trust, and other similar instruments evidence the liens and security
interests granted under the Confirmation Order and hereunder, and if any Debtor
shall at any time acquire a commercial tort claim that such Debtor reasonably
believes based upon then-current information could result in a judgment in favor
of such Debtor in excess of $25,000, such Debtor shall promptly notify the
Collateral Agent in a writing signed by such Debtor of the brief details thereof
and confirm to the Collateral Agent in such writing that such commercial tort
claim (and the Proceeds thereof) is subject to the security interests provided
herein, with such writing to be in form and substance reasonably satisfactory to
the Collateral Agent.

         (d) To further secure the repayment of the Secured Obligations, each
Debtor hereby grants to the Collateral Agent a security interest, a lien and a
right of offset, each of which shall be in addition to all other interests,
liens and rights of the Collateral Agent at common law, under the Credit
Documents or otherwise, and each of which shall be upon and against (i) any and
all moneys, securities or other property (and the proceeds therefrom) of such
Debtor now or hereafter held or received by or in transit to the Collateral
Agent from or for the account of such Debtor, whether for safekeeping, custody,
pledge, transmission, collection or otherwise, (ii) any and all deposits
(general or special, time or demand, provisional or final) of such Debtor with
the Collateral Agent or Southwest Bank of Texas, including without limitation
all deposits in the Authorized Accounts, and (iii) any other credits and claims
of such Debtor at


                                       11

<PAGE>

any time existing against the Collateral Agent. The remedies of foreclosure and
offset are separate and cumulative, and either may be exercised independently of
the other without regard to procedures or restrictions applicable to the other.

         (e) Certain Credit Documents may permit other liens or security
interests to exist on the Collateral, but no such permission shall be construed
as an agreement to subordinate the liens and security interests in favor of the
Collateral Agent to such other liens and security interests.

         2.2. General Authority of the Collateral Agent over the Collateral and
Priority of Liens. Each of the Credit Parties hereby irrevocably constitutes and
appoints the Collateral Agent for the benefit of the Secured Parties and any
officer or agent thereof, with full power of substitution as among such officers
and agents, as its true and lawful attorney-in-fact with full power and
authority in the name of such Credit Party or in its own name, from time to time
in the Collateral Agent's discretion to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or
desirable to carry out the terms of this Agreement and the Security Documents
and Orders and to accomplish the purposes hereof and thereof, including without
limitation the right and power to: (a) receive, take, endorse, assign, deliver,
accept, and deposit, in the name of the Collateral Agent or such Credit Party,
any and all cash, checks, commercial paper, drafts, remittances and other
instruments and documents relating to the Collateral, (b) receive, open and
dispose of all mail addressed to such Credit Party and notify postal authorities
to change the address for delivery thereof to such address as the Collateral
Agent may designate, (c) transmit to account debtors and any bailees notice of
the interest of the Collateral Agent in the Collateral or request from account
debtors or such bailees at any time, in the name of such Credit Party or the
Collateral Agent or any designee of the Collateral Agent, information concerning
the Collateral and any amount owing with respect thereto, (d) notify account
debtors to make payment directly to the Collateral Agent for deposit into the
Concentration Account, (e) take or bring, in the name of the Collateral Agent or
such Credit Party, all steps, actions, suits or proceedings deemed by the
Collateral Agent necessary or desirable to effect collection of the Collateral,
(f) enter such Credit Party's premises for the purpose of inspecting, verifying,
auditing, maintaining, preserving, protecting and removing the Collateral, (g)
obtaining, adjusting, compromising, settling and canceling insurance policies on
the Collateral and any claims thereunder, and (h) otherwise exercise, without
notice to or further assent by the Credit Parties, all remedies provided for by
the Security Documents and Orders. Each Credit Party hereby releases the
Collateral Agent, its officers, employees and designees from any Liability
arising from any act or acts under the authorizations granted under this
Agreement, the other Credit Documents or in furtherance hereof or thereof,
whether by omission or commission, and whether based upon any error of judgment
or mistake of law or fact, and the Credit Parties hereby ratify all that the
Collateral Agent shall lawfully do or cause to be done by virtue hereof. This
power of attorney is a power coupled with an interest and is irrevocable.
Notwithstanding any contrary provision contained in any Credit Document or in
the UCC, any applicable law or judicial decision, or whether any Secured Party
has possession of all or any part of the Collateral, as among the Secured
Parties the respective rights of each Secured Party in respect of liens and
security interests existing under the Security Documents shall at all times be
shared as provided herein.

         2.3. Notices of Actionable Defaults; Directions as to Enforcement
Actions.


                                       12

<PAGE>

         (a) Prior to the LC Agent and SCTSC declaring pursuant to the terms of
the LC Agreement or the Purchase Agreements, as applicable, that any and all of
the Credit Parties' obligations thereunder are to become due and payable prior
to the maturity thereof, each of the LC Agent and SCTSC will give five days'
prior notice of its intention to do so to the Term Lender Agent. In addition,
prior to the Term Lender Agent declaring pursuant to the terms of the Term Loan
Agreement that any and all of the Credit Parties' obligations thereunder are to
become due and payable prior to the maturity thereof, the Term Lender Agent will
give five days' prior notice of its intention to do so to the LC Agent. Upon
receipt of such notice, the LC Agent, the Term Lender Agent or SCTSC, as
applicable, shall have the right to declare, pursuant to the terms of the LC
Agreement, the Term Loan Agreement or the Purchase Agreements, as applicable,
that any and all of the Credit Parties' obligations thereunder are also to
become immediately due and payable at the same time.

         (b) Promptly upon receipt by the Collateral Agent of a Notice of
Actionable Default, the Collateral Agent shall simultaneously notify the LC
Agent (if other than the Collateral Agent), SCTSC, and the Term Lender Agent of
the receipt and the contents thereof, and the LC Agent and the Term Lender Agent
shall promptly send copies of such notice to the LC Participants and the Term
Lenders, respectively. So long as such Notice of Actionable Default is in
effect, the Collateral Agent shall exercise the rights and remedies provided in
this Agreement and in the Security Documents and Orders as directed by the
Required Secured Parties, except as otherwise provided herein. Unless otherwise
expressly authorized herein, the Collateral Agent is not authorized to take any
Enforcement Action unless a Notice of Actionable Default is in effect and the
Collateral Agent has obtained the requisite consent of the Required Secured
Parties as provided herein.

         (c) A Notice of Actionable Default delivered by an Administrative Agent
shall become effective upon actual receipt thereof by the Collateral Agent and
the other Administrative Agent. A Notice of Actionable Default, once effective,
shall remain in effect unless and until the Collateral Agent actually receives a
written notice of cancellation as provided in Section 2.1(d).

         (d) The Administrative Agent giving a Notice of Actionable Default
shall be entitled to cancel it by delivering a written notice of cancellation to
the Collateral Agent and the other Administrative Agent. The Collateral Agent
shall immediately notify the Credit Parties of the cancellation of any Notice of
Actionable Default.

         (e) Unless the Term Lender Agent consents thereto, SCTSC shall not take
any Enforcement Action with respect to the Linefill prior to the earliest of (i)
the SCTSC Maturity Date, (ii) the 31st day following the sending of a Notice of
Actionable Default by SCTSC to the Term Lender Agent, and (iii) the date on
which the Collateral Agent is directed by Required Secured Parties to take any
Enforcement Action against the Collateral.

         2.4. Right to Initiate Judicial Proceedings; Appointment of Receiver.
If a Notice of Actionable Default is in effect, the Collateral Agent, subject to
the provisions of Section 2.3(b) and of the Security Documents and Orders, (a)
shall have the right and power to institute and maintain such suits and
proceedings as it may deem appropriate to protect and enforce the rights vested
in it by this Agreement and each of the Security Documents and Orders


                                       13

<PAGE>

and (b) may either after entry, or without entry, proceed by suit or suits at
law or in equity to enforce such rights and to foreclose upon the Collateral and
to sell all or, from time to time, any of the Collateral under the judgment or
decree of a court of competent jurisdiction.

         2.5. Exercise of Powers; Instructions of Required Secured Parties.

         (a) All of the powers, remedies and rights of the Collateral Agent as
set forth in this Agreement may be exercised by the Collateral Agent in respect
of any of the Security Documents and Orders as though set forth in full therein,
and, upon the direction of the Required Secured Parties, all of the powers,
remedies and rights of the Collateral Agent and the Secured Parties as set forth
in any of the Security Documents and Orders may be exercised by the Collateral
Agent from time to time as herein and therein provided. In the event of any
inconsistency between this Agreement and any of the Security Documents and
Orders, the provisions of the Confirmation Order first, and then this Agreement
second, shall prevail.

         (b) The Required Secured Parties shall have the right, by one or more
instruments in writing executed and delivered to the Collateral Agent, to direct
the time, method and place of conducting any proceeding for taking or refraining
from taking any Enforcement Action available to the Collateral Agent; provided
that (i) such direction shall not conflict with any provision of law or of this
Agreement or of any of the Security Documents and Orders, and (ii) the
Collateral Agent shall be adequately secured and indemnified as provided in
Section 5.11 and (iii) the written consent of all of the Secured Parties shall
be required before the Collateral Agent may foreclose on any real property owned
by any Credit Party that the Collateral Agent knows is contaminated with
materials that could reasonably be expected to give rise to any environmental
liability in excess of $50,000. At any time when either Administrative Agent
acting alone constitutes the Required Secured Parties, the Administrative Agents
shall attempt to coordinate their directions to the Collateral Agent, but each
Administrative Agent shall nonetheless be entitled to direct the Collateral
Agent to take specific affirmative actions to realize upon the Collateral and
neither Administrative Agent shall be entitled to direct the Collateral Agent to
cease taking any such affirmative action to realize upon the Collateral that the
Collateral Agent has been directed to take by the other Administrative Agent.
Nothing in this Section 2.4(b) shall impair the right of the Collateral Agent in
its discretion to take any action which it deems proper and which is not
inconsistent with the written instructions of the Required Secured Parties. In
the absence of such direction, the Collateral Agent shall have no duty to take
or refrain from taking any action unless explicitly required herein.

         (c) Upon the occurrence and during the continuance of any Actionable
Default with respect to which the Required Secured Parties have requested the
Collateral Agent to take one or more Enforcement Actions, the Collateral Agent
may take such Enforcement Action, including without limitation any of the
following:

               (i)    The Collateral Agent, at its discretion and without
         limitation, may enter upon any premises on or in which the Collateral
         may be located and take possession thereof and remove all or any of the
         Collateral from such premises for the purposes of effecting the sale,
         foreclosure or other disposition thereof or for any other purpose. Each
         Credit Party shall, at the request of the Collateral Agent, assemble
         the Collateral at such place or places as the Collateral Agent
         designates in its request. The Collateral Agent


                                       14

<PAGE>


         shall have the right to take possession of the Collateral or any
         portion thereof pursuant to the UCC or other applicable law. In the
         event the Collateral Agent institutes an action to recover any
         Collateral, or seeks recovery of any Collateral by way of prejudgment
         remedy, each Credit Party waives the posting of any bond which might
         otherwise be required.

               (ii)   The Collateral Agent may, at its discretion and without
         limitation, (1) collect, foreclose, receive, appropriate, set off and
         realize upon any and all Collateral, or (2) sell, lease, transfer,
         assign, deliver or otherwise dispose of any and all Collateral
         (including, without limitation, entering into contracts with respect
         thereto and by public or private sales at any exchange, broker's board,
         premises of any Credit Party, office of the Collateral Agent or
         elsewhere) at such prices or terms as the Collateral Agent may deem
         reasonable, for cash, upon credit or for future delivery, with any
         Secured Party having the right to purchase the whole or any part of the
         Collateral at any such public sale, all of the foregoing being free
         from any right or equity of redemption of any Credit Party, which right
         or equity of redemption is hereby expressly waived and released by each
         Credit Party. If any of the Collateral is sold or leased by the
         Collateral Agent upon credit terms or for future delivery, the Secured
         Obligations shall not be reduced as a result thereof until indefeasible
         payment therefor is finally collected by the Collateral Agent. Ten (10)
         days prior notice by the Collateral Agent to the Credit Party owning
         any Collateral, designating the time and place of any public auction of
         such Collateral or the time after which any private sale or other
         disposition of such Collateral may take place, shall be deemed to be
         reasonable notice thereof, and each Credit Party waives any other
         notice.

         (d) The Credit Parties shall reimburse the Collateral Agent, on demand,
for all of its out-of-pocket costs and expenses in carrying out its duties
hereunder. The costs and expenses incurred or paid by the Collateral Agent with
respect to any Enforcement Action may include, without limitation, (i) expenses
of retaking, holding, assembling, preparing for sale or lease, advertising,
storing, repairing, completing, selling, leasing, foreclosing or otherwise
disposing of the Collateral, (ii) premiums on bonds and undertakings, (iii)
sales, use and other taxes, (iv) fees and expenses of custodians, warehousemen,
brokers, appraisers, auctioneers, sheriffs and others, (v) legal expenses and
attorneys' fees, (vi) travel and hotel expenses, and (vii) all other expenses
that may be incurred or paid by the Collateral Agent in attempting to collect
the Secured Obligations and to foreclose upon the Collateral.

         (e) Subject to the directions of the Required Secured Parties, the
Collateral Agent shall have the right at its sole discretion to determine which
Enforcement Actions to exercise and the order of their exercise, and the
Collateral Agent may at any time pursue, relinquish, subordinate, modify or take
any other action with respect thereto, without in any way modifying or affecting
any of the Secured Obligations. The Collateral Agent may, at any time or times,
proceed directly against any or all Credit Parties or any other guarantor or
other obligor on or in respect of the Secured Obligations to enforce payment of
the Secured Obligations and shall not be required to take any action of any kind
to preserve, collect or protect any Credit Party's rights in the Collateral.


                                       15

<PAGE>

         (f) Section 9-320 of the UCC provides for certain releases of
Collateral constituting personal property upon the sale thereof, and Sections
10(f)(i), (ii), (iv) and (v) of the Term Loan Agreement and Sections 7(f)(i),
(ii), (iv) and (v) of the LC Agreement authorize the Credit Parties to make
certain sales of equipment and inventory without the further consent of the
Secured Parties; such assets shall upon such sale be free of any liens or
security interests held by the Collateral Agent. In addition, if the assets
subject to the Purchase Agreements are sold by SCTSC to unaffiliated third
parties pursuant to the exercise of its rights thereunder, such assets shall
upon such sale be free of any liens or security interests held by the Collateral
Agent. If a Credit Party requests the Collateral Agent to confirm that any of
the foregoing sales was made free of the Collateral Agent's liens and security
interests, the Collateral Agent may give a release of such Collateral without
the need for any additional authorization from the Secured Parties. All other
releases of Collateral must be given in writing by the Collateral Agent and may
be given only with the consent of the LC Agent and the Term Lender Agent;
provided that the Credit Parties may, without such consent, sell the Designated
Assets for cash in arm's length transactions with Persons that are not their
affiliates.

         (g) The Collateral Agent shall deposit into the Concentration Account
all Proceeds and other cash that it obtains in any manner with respect to the
Collateral.

         2.6. Remedies Not Exclusive.

         (a) No remedy conferred upon or reserved to the Collateral Agent herein
on its behalf or on behalf of the Secured Parties or in the Security Documents
and Orders is intended to be exclusive of any other remedy or remedies, but
every such remedy shall be cumulative and shall be in addition to every other
remedy conferred herein or in any of the Security Documents and Orders or now or
hereafter existing at law or in equity or by statute.

         (b) No delay or omission by the Collateral Agent to exercise any right,
remedy or power hereunder or under any of the Security Documents and Orders
shall impair any such right, remedy or power or shall be construed to be a
waiver thereof, and every right, power and remedy given by this Agreement or any
of the Security Documents and Orders to the Collateral Agent may be exercised
from time to time and as often as may be deemed expedient by the Collateral
Agent.

         (c) If the Collateral Agent shall have proceeded to enforce any right,
remedy or power under this Agreement or any of the Security Documents and Orders
and the proceeding for the enforcement thereof shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then the Credit Parties, the Collateral Agent and the Secured
Parties shall, subject to any determination in such proceeding, severally and
respectively be restored to their former positions and rights hereunder or
thereunder and in all other respects, and thereafter all rights, remedies and
powers of the Collateral Agent shall continue as though no such proceeding had
been taken.

         (d) All rights of action and of asserting claims upon or under this
Agreement and the Security Documents and Orders may be enforced by the
Collateral Agent without the possession of any document or instrument evidencing
or relating to any Secured Obligation or the production thereof at any trial or
other proceeding relative thereto; any suit or proceeding


                                       16

<PAGE>

instituted by the Collateral Agent shall be, subject to Section 5.5(c), brought
in its name as Collateral Agent on behalf of the Secured Parties; and any
recovery of judgment shall be held as part of the Collateral and distributed in
accordance with the terms of this Agreement.

         2.7. Waiver and Estoppel.

         (a) Each of the Credit Parties agrees, to the extent it may lawfully do
so, that it will not at any time in any manner whatsoever claim or take the
benefit or advantage of, any appraisement, valuation, stay, extension,
moratorium, turnover or redemption law, or any law permitting it to direct the
order in which the Collateral shall be sold, now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance or
enforcement of this Agreement or any of the Security Documents and Orders and
hereby waives all benefit or advantage of all such laws and covenants, to the
extent that it may lawfully do so, that it will not hinder, delay or impede the
execution of any power granted to the Collateral Agent in this Agreement or any
of the Security Documents and Orders but will suffer and permit the execution of
every such power as though no such law were in force.

         (b) Each of the Credit Parties, to the extent it may lawfully do so, on
behalf of itself and all who claim through or under it, including, without
limitation, any and all subsequent creditors, vendees, assignees and lienors,
waives and releases all rights to demand or to have any marshalling of the
Collateral upon any sale, whether made under any power of sale granted herein or
in any of the Security Documents and Orders or pursuant to judicial proceedings
or upon any foreclosure or any enforcement of this Agreement or any of the
Security Documents and Orders and consents and agrees that all the Collateral
may at any such sale be offered and sold as an entirety.

         (c) Each of the Credit Parties waives, to the extent permitted by
applicable law, presentment, demand, protest and any notice of any kind
(including, without limitation, notice of intent to accelerate maturity or
notice of acceleration of maturity) in connection with this Agreement and the
Credit Documents and any action taken by the Collateral Agent with respect to
the Collateral. Each of the Credit Parties acknowledges that all of the Secured
Parties are relying on all documents, certificates and opinions that are
delivered to the Collateral Agent under this Agreement.

         2.8. Limitation on Collateral Agent's Duty in Respect of Collateral.
Beyond its duties as to the custody thereof expressly provided herein or in any
of the Security Documents and Orders and to account to the Secured Parties for
Proceeds and other property received by it hereunder or under any of the
Security Documents and Orders, the Collateral Agent shall not have any duty to
the Credit Parties or to the Secured Parties as to any Collateral in its
possession or control or in the possession or control of any of its agents or
nominees, or any income thereon or as to the preservation of rights against
prior parties or any other rights pertaining thereto.

         2.9. Limitation by Law. All rights, remedies and powers provided herein
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law, and all the provisions hereof are intended to
be subject to all applicable mandatory provisions of law which may be
controlling and to be limited to the extent necessary so that they


                                       17

<PAGE>

will not render this Agreement invalid, unenforceable in whole or in part or not
entitled to be recorded, registered or filed under the provisions of any
applicable law.

                      SECTION 3. COLLECTIONS AND ACCOUNTS

         3.1. Authorized Accounts.

         (a) Establishment of Accounts. The Authorized Accounts have been
established, and the Credit Parties have no other bank accounts. Borrower will
have no other bank accounts unless the Collateral Agent consents and such other
accounts are put under the control of the Collateral Agent.

         (b) Collateral Agent Control. From and after the Closing Date and for
so long as any LC shall be outstanding and until all amounts due or to become
due in respect of any of the Secured Obligations have been paid in full in cash,
each Authorized Account shall be maintained in the name of and under the sole
dominion and control of the Collateral Agent, except to the extent otherwise
contemplated herein. The Credit Parties' sole rights in the Authorized Accounts
will be (i) to permit automatic clearinghouse debits to the Collection Accounts
for the benefit of various taxing jurisdictions and payroll, but only until the
Collateral Agent notifies the Credit Parties to transfer all such deposits to
the Concentration Account, (ii) to make withdrawals from the Funding Account for
deposit into any of the Disbursement Accounts and to make payments out of the
Disbursement Accounts in compliance with the terms of the Credit Documents, the
Bankruptcy Plan and the Confirmation Order and (iii) to direct the Collateral
Agent as to the investment of moneys held in certain Authorized Accounts as
permitted by Section 3.4(a). In no event shall any amounts or Permitted
Investments deposited into, or credited to, any Authorized Account, be
registered in the name of any Credit Party, payable to the order of any Credit
Party, or specially endorsed to any Credit Party.

         (c) Collection Accounts. Concurrently with the execution hereof (or
promptly thereafter), each Credit Party shall instruct all account debtors and
other persons or entities that make payments to such Credit Party on any
accounts or other rights to payment (including all proceeds of each purchase by
SCTSC pursuant to the Receivables Purchase Agreement and excluding only the Koch
Payments to be made to SCTSC and all purchase price payments for any Designated
Assets) to make such payments directly to one of the Collection Accounts or to
the Concentration Account. In addition to the foregoing, each Credit Party
agrees that if any such payments, or any proceeds of any Collateral, are
nonetheless received by it, such Credit Party shall as promptly as possible
deposit such proceeds into one of the Collection Accounts or the Concentration
Account. Until so deposited, all such proceeds shall be held in trust by such
Credit Party for the Collateral Agent and shall not be commingled with any other
funds or property of such Credit Party, and such Credit Party will not adjust,
settle or compromise the amount or payment of any such account or other right to
payment or release wholly or partly any account debtor or obligor thereof or
allow any credit or discount thereon.

         (d) Concentration Account. Except for the automatic clearinghouse
debits to the Collection Accounts as authorized under subsection (b)(i) above,
all collected amounts in the Collections Accounts shall be removed and
transferred to the Concentration Account on a nightly basis (provided that (i)
the Canadian Accounts may be swept on a monthly basis until the


                                       18

<PAGE>

Collateral Agent otherwise requests, (ii) Southwest Bank shall not be required
to make any such transfer of less than $100,000 and (iii) Southwest Bank may,
from time to time, withhold its reasonable and agreed fees for its services in
connection with such accounts). All such transfers to the Collateral Agent shall
be made by wire transfer of immediately available funds.

         (e) Debt Service Payment Account. Each Administrative Agent may direct
the Collateral Agent to transfer funds from the Concentration Account to the
Debt Service Payment Account in amounts not exceeding (i) all payments then due
and payable on the Secured Obligations or expected to become due and payable by
the next Monthly Payment Date, plus (without duplication) (ii) any excess of the
LC Obligations over the Borrowing Base. To the extent of the available funds in
the Concentration Account, the Collateral Agent shall make all such requested
transfers into the Debt Service Payment Account. The Collateral Agent shall
apply all funds deposited into the Debt Service Payment Account as provided in
Section 3.2. Any funds on deposit in the Debt Service Payment Account after such
applications shall continue to be held in the Debt Service Payment Account, if
less than $1,000,000, and shall be transferred to the Funding Account if
$1,000,000 or more. Each Administrative Agent will promptly furnish EOTT OLP
with a copy of any direction to the Collateral Agent given as provided above,
specifying the amount and date of the transfer of funds to the Debt Service
Account.

         (f) LC Collateral Account. The LC Collateral Account will be funded
with deposits from the Debt Service Payment Account, as provided in Section 3.2.
Upon the occurrence of any Triggering Event, all amounts then on deposit in the
LC Collateral Account shall be used to make distributions in accordance with
clauses FIRST, SECOND, and THIRD of Section 3.2(b) and all amounts thereafter
deposited in the LC Collateral Account shall be used as provided in Section
3.2(b)(ii). Prior to the occurrence of any Triggering Event, all amounts from
time to time deposited in the LC Collateral Account shall be held by the
Collateral Agent and used from time to time to make payments on account of
Matured LC Obligations as described in the last sentence of Section 3.2(a). Any
funds not so used shall continue to be held in the LC Collateral Account,
provided that on the first Business Day after each Monthly Payment Date, if
there are no Matured LC Obligations then outstanding and if the LC Obligations
do not then exceed the Borrowing Base, the Collateral Agent shall transfer to
the Concentration Account any funds remaining in the LC Collateral Account.

         (g) Funding and Disbursement Accounts. After making all payments into
the Debt Service Payment Account that are required above, the Collateral Agent
will transfer the funds remaining in the Concentration Account into the Funding
Account as requested by the Borrowers. The Borrowers will transfer such funds
from the Funding Account to the various Disbursement Accounts and will use the
funds in the Disbursement Accounts to pay their accounts payable (including any
payments on the Secured Obligations that may be required due to shortfalls in
the Debt Service Payment Account), in accordance with the requirements of the
Credit Documents and all applicable orders of the Bankruptcy Court.

         3.2. Payments from Debt Service Payment Account.

         (a) Prior to Triggering Event.


                                       19

<PAGE>

               (i)   So long as no Triggering Event shall have occurred, the
         Collateral Agent shall on each Monthly Payment Date, based on the
         instructions it has received from each Administrative Agent, distribute
         all funds then on deposit in the Debt Service Payment Account in the
         following manner and order of priority:

               FIRST, to the payment of expense reimbursements and indemnities
         then due and owing to the Secured Parties under this Agreement or the
         Credit Documents, with any partial payments being allocated to the
         Secured Parties in proportion to the amounts so due and owing;

               SECOND, to the payment of all amounts then due and owing with
         respect to the Tier-A Term Loan Exposure and the Tier-A Standard
         Chartered Exposure, allocated in accordance with the amounts so due and
         owing;

               THIRD, to the payment of all other Term Loan Obligations, LC
         Obligations, Overdraft Obligations, and SCTSC Shortfall Obligations
         then due and owing, allocated in accordance with the amounts so due and
         owing; and

               FOURTH, for deposit in the LC Collateral Account, an amount equal
         to the excess, if any, of the LC Exposure over the Borrowing Base on
         such Monthly Payment Date (determined after giving effect to the
         payments described in clauses SECOND and THIRD above).

               (ii)  In addition, and notwithstanding the foregoing, to the
         extent that drawings are made on any Letters of Credit, the Collateral
         Agent may from time to time, but subject to Section 3.2(d) below,
         distribute funds from the Debt Service Payment Account (or any other
         Authorized Account) to the LC Agent, for the account of the LC Issuer,
         as needed to allow the Credit Parties to reimburse the LC Issuer for
         such drawings.

         (b) After a Triggering Event.

               (i) After any Triggering Event has occurred, the Collateral Agent
         shall (subject to the special applications provided for in Section
         3.3), at each time that it distributes funds for application to the
         Secured Obligations, apply such funds in the following manner and order
         of priority:

               FIRST, to the payment or reimbursement of the Collateral Agent
         for all reasonable costs, expenses, disbursements and losses which
         shall have been incurred by the Collateral Agent (i) in connection with
         the collection of such funds by the Collateral Agent and the
         administration of this Agreement, or (ii) for the exercise, protection
         or enforcement by the Collateral Agent of all or any of the rights,
         remedies, powers and privileges of the Collateral Agent under this
         Agreement and the other Credit Documents or in respect of the
         Collateral;

               SECOND, to the payment of all Tier-A Term Loan Exposure and all
         Tier-A Standard Chartered Exposure at such time, allocated in
         accordance with the proportionate amounts of Tier-A Term Loan Exposure
         and Tier-A Standard Chartered Exposure that existed as of the effective
         time of such Triggering Event; and


                                       20

<PAGE>

               THIRD, to the payment of all Tier-B Term Loan Exposure and all
         Tier-B Standard Chartered Exposure, allocated in accordance with the
         proportionate amounts of Tier-B Term Loan Exposure and Tier-B Standard
         Chartered Exposure that existed as of the effective time of such
         Triggering Event (provided that SCTSC may, by notice to the Collateral
         Agent and both Administrative Agents, elect to defer all of such
         payments on the Tier-B Obligations (or any portion of such payments
         acceptable to both Administrative Agents) for a period of up to 120
         days while SCTSC eliminates any contingencies in the calculation of the
         SCTSC Shortfall Obligations.

               (ii) To the extent that any portion of the Tier-A Standard
         Chartered Exposure referred to in the foregoing clause SECOND consists
         of amounts that the LC Issuer might be called upon to advance under
         undrawn Letters of Credit rather than amounts actually owing, then the
         Collateral Agent shall deposit all amounts otherwise payable on account
         of such contingent advances into the LC Collateral Account and, if
         drawings are thereafter actually made on such undrawn Letters of
         Credit, the Collateral Agent shall distribute such funds to the LC
         Agent to be used to reimburse the LC Issuer for such drawings. To the
         extent that any portion of the Tier-B Standard Chartered Exposure
         referred to in the foregoing clause THIRD consists of amounts that the
         LC Issuer might be called upon to advance under undrawn Letters of
         Credit rather than amounts actually owing, then the Collateral Agent
         shall deposit all amounts otherwise payable on account of such
         contingent advances into the LC Collateral Account and, if drawings are
         thereafter actually made on such undrawn Letters of Credit, the
         Collateral Agent shall distribute such funds to the LC Agent to be used
         to reimburse the LC Issuer for such drawings. To the extent that any
         such Letters of Credit terminate without being drawn, the Collateral
         Agent shall use such funds to make distributions in accordance with the
         foregoing clauses FIRST, SECOND, and THIRD of this subsection (b).

         (c) Payment Obligations Absolute. Payments on the Secured Obligations
must be made in accordance with the foregoing priorities whether or not there
are sufficient funds on deposit in the Debt Service Payment Account to make all
payments due on the Secured Obligations at the time in question, but compliance
with such priorities do not relieve Borrowers of their duty to provide funds
sufficient to make all payments of the Secured Obligations whenever they become
due.

         (d) Matured LC Obligations; Optional Triggering Event. The LC Issuer
will notify the Borrowers, in accordance with its customary practices (and will
provide the Term Lender Agent with a copy of each such notice) of any drawings
made on Letters of Credit. If, during any calendar month, drawings are made on
Letters of Credit in an aggregate amount that exceeds $15,000,000, then the
Collateral Agent will suspend making distributions in excess of $15,000,000 to
the LC Agent as provided in Section 3.2(a)(ii) and will instead retain in the
Debt Service Account the funds in excess of $15,000,000 that would have
otherwise been distributed to the LC Agent. The Collateral Agent will give
written notice of such suspension to each Administrative Agent, and the Term
Lender Agent (as instructed by the "Majority Term Lenders", as defined in the
Term Loan Agreement) will have up to ten Business Days from the receipt of such
notice to elect to designate such drawings in excess of $15,000,000 as a
Triggering Event or to elect not to designate such drawings in excess of
$15,000,000 as a Triggering Event. Any such election must be made in writing
given to the Collateral Agent, with


                                       21

<PAGE>

copies given to the Credit Parties. (Failure to give any such notice within such
ten Business Day period will be deemed an election not to designate such
drawings as a Triggering Event.) Notwithstanding anything herein or in the
Credit Documents to the contrary, from the time such suspension occurs until the
Term Lender Agent (as directed by the Majority Term Lenders) elects (or is
deemed to have elected) whether or not to designate such a Triggering Event: (i)
the LC Issuer shall not be obligated to issue any Letters of Credit or allow any
Overdraft Obligations to be created, (ii) SCTSC shall not be obligated to
advance any funds under the Receivables Purchase Agreement or remit to the
Credit Parties any amounts then due by SCTSC to the Credit Parties, (iii) the
Credit Parties will not be obligated to reimburse such drawings in excess of
$15,000,000, and (iv) the Credit Parties' rights to use funds in the
Disbursement Accounts shall be suspended; provided that if the Term Lender Agent
(as directed by the Majority Term Lenders) elects (or is deemed to have elected)
not to designate such drawings as a Triggering Event, then all such obligations
shall be restored and shall be promptly performed. The Credit Parties will pay
interest to the LC Issuer at the "Default Rate" provided for in the LC Agreement
on any reimbursement obligations for such drawings in excess of $15,000,000 for
the period of time that such reimbursements are deferred.

         3.3. Special Payments. Notwithstanding the foregoing provisions of
Sections 3.1 and 3.2:

         (a) Sales of Designated Assets. Borrowers shall cause all proceeds (net
of costs of sale) from the sale of the Designated Assets to be paid directly to
the Collateral Agent for deposit into the Debt Service Payment Account. Upon
receipt, the Collateral Agent shall, on behalf of EOTT OLP, provide the first
$75,000,000 of cumulative proceeds to SCTSC (or as much thereof as is needed) to
repay and retire, in whole or in part, either or both of the Purchase Agreements
(including associated interest, yield, fees and collection costs or other costs
under such Purchase Agreements), provided that each Purchase Agreement shall
remain in effect, and provide liquidity to EOTT OLP, to the extent not repaid in
full. To the extent that any portion of such $75,000,000 remains, and to the
extent there are any additional cumulative proceeds in excess of $75,000,000,
the Collateral Agent shall pay such remaining or additional cumulative proceeds
so received to the Term Lenders, as directed by the Term Lender Agent, as
prepayments on the Tier-A Term Loans.

         (b) Koch Payments. On or before the date hereof, EOTT LP and SCTSC
shall have instructed Koch Supply and Trading L.P. to make all Koch Payments
directly to the SCTSC Collection Account. The SCTSC Collection Account is not an
account of Borrower but an account of SCTSC. Funds in the SCTSC Collection
Account shall be applied to the payments required by the Receivables Purchase
Agreement. After collecting each Koch Payment and applying such payment to the
payments then required under the Receivables Purchase Agreement (including
associated interest, yield, fees and collection costs or other costs under the
Receivables Purchase Agreement), SCTSC shall, if a Triggering Event has
occurred, apply the remainder of such payment to repay and retire the Crude Oil
Purchase Agreement in full (including associated interest, yield, fees and
collection costs or other costs under the Crude Oil Purchase Agreement). To the
extent that there are any remaining funds from such Koch Payment, SCTSC shall
promptly transfer such remaining funds to the Concentration Account, whereupon
the funds so transferred shall constitute Collateral for all purposes.


                                       22

<PAGE>

         (c) Linefill Sales. Upon any default by Borrower in making the
repurchase payments required under the Crude Oil Purchase Agreement, Borrower
and SCTSC and the Collateral Agent will cause all proceeds from any Linefill
Sales (and all proceeds from any hedging contract purchased by the Credit
Parties for the benefit of SCTSC pursuant to the Crude Oil Purchase Agreement)
to be deposited directly into the SCTSC Collection Account. The funds so
deposited shall be applied (i) first, to repay and retire the Crude Oil Purchase
Agreement in full (including associated interest, yield, fees and collection
costs or other costs under the Crude Oil Purchase Agreement), and (ii) second,
to repay and retire the Receivables Purchase Agreement in full (including
associated interest, yield, fees and collection costs or other costs under the
Receivables Purchase Agreement). SCTSC shall then promptly transfer any
remaining portion of such funds to the Concentration Account, whereupon the
funds so transferred shall constitute Collateral for all purposes. (The
provisions of this subsection (c) do not modify the provisions of Section 2.3(b)
that require the Collateral Agent to obtain the consent of the Required Secured
Parties before taking any Enforcement Action to cause Linefill Sales to occur.)

         3.4. Other Agreements about Authorized Accounts.

         (a) Investments of Balances in Authorized Accounts. All amounts on
deposit in each Authorized Account (other than the Collections Account) shall,
until applied as provided above, be invested and re-invested from time to time
in such Cash Equivalents as the Borrower Representative (or, if an Actionable
Default has occurred and is continuing, the Collateral Agent) shall determine,
which Cash Equivalents shall be held in the name and be under the control of the
Collateral Agent until liquidated and applied. Any income received by the
Collateral Agent with respect to the balance from time to time standing to the
credit of any Authorized Accounts, including any interest on or proceeds of such
Cash Equivalents, shall also remain, or be deposited, in the same Authorized
Account.

         (b) Authorized Accounts Part of Collateral. All of the Credit Parties'
right, title and interest in and to the amounts on deposit from time to time in
the Authorized Accounts, together with any investments thereof in Cash
Equivalents and any interest thereon or other proceeds thereof, shall be
included in the Collateral and shall be subject in all respects to the Liens and
security interests created under this Agreement.

         (c) Agreement to Honor Waterfall. Should any Credit Party or Secured
Party receive any funds to be applied to the Secured Obligations from any source
whatsoever which funds have not been distributed to the Secured Parties in
accordance with the provisions of this Section 3, such Credit Party or Secured
Party shall immediately deposit such funds into the appropriate account in
accordance with the provisions of this Section 3 (and shall, prior to such
deposit, hold such funds in trust for the benefit of the Secured Parties). The
parties hereto irrevocably consent and direct that all Tier-A Obligations shall
be paid in full prior to any payment on any Tier-B Obligations, except such
payments as are expressly permitted by this Section 3, and the Borrowers and the
Guarantors agree not make, and the Secured Parties agree not to accept or
receive, any payment or benefit in cash, by setoff or otherwise, directly or
indirectly, on account of principal, interest or any other amounts owing on any
of the Tier-B Obligations except such payments as are expressly permitted
herein.


                                       23

<PAGE>

         (d) Collateral Agent's Calculations. In making the determinations and
allocations required hereunder, the Collateral Agent may rely upon information
supplied by SCB as to the amounts payable with respect to the LC Obligations and
upon information supplied by the Term Lender Agent as to the amounts payable
with respect to the Term Loans, and upon information supplied by SCTSC as to the
amounts payable with respect to the Purchase Agreements. The Collateral Agent
shall have no duty to inquire as to the application by the LC Agent, the Term
Lender Agent or SCTSC of any amounts distributed to them by the Collateral
Agent.

                  SECTION 4. AGREEMENTS WITH COLLATERAL AGENT

         4.1. Delivery of Credit Documents. The Credit Parties have delivered to
the Collateral Agent and the Term Lender Agent true and complete copies of all
Credit Documents as in effect on the date hereof (including all amendments,
supplements and other modifications thereto). The Credit Parties shall deliver
to the Collateral Agent and the Term Lender Agent, promptly upon the execution
thereof, a true and complete copy of all amendments, modifications or
supplements to any Credit Document entered into after the date hereof. Upon the
request of any Secured Party, the Credit Parties shall deliver such copies to
such Secured Party.

         4.2. Indemnification by Credit Parties. Without in any way limiting any
of its indemnification obligations under the LC Agreement or the Term Loan
Agreement, each of the Credit Parties agrees to indemnify the Collateral Agent
(in its capacity as such, but not otherwise), jointly and severally, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever (in this section, "Losses") which may at any time (including, without
limitation, at any time following the payment of the Secured Obligations) be
imposed on, incurred by or asserted against the Collateral Agent in any way
relating to or arising out of this Agreement or any of the Security Documents
and Orders, or any documents contemplated by or referred to herein or therein or
the transactions contemplated thereby or any action taken or omitted by the
Collateral Agent hereunder or thereunder or in connection therewith (whether
arising in contract or in tort or otherwise and including any violation or
noncompliance with 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), provided that no Credit Party shall be liable for the payment of
any portion of such Losses to the extent resulting from the gross negligence or
willful misconduct of the Collateral Agent. The agreements in this Section 4.2
shall survive the payment of the Secured Obligations and all other amounts
payable hereunder and the termination of this Agreement.

         4.3. Filing Fees, Excise Taxes, Etc. The Credit Parties jointly and
severally agree to pay or to reimburse the Collateral Agent and each other
Secured Party for any and all payments made by the Collateral Agent in respect
of all search, filing, recording and registration fees, taxes, excise taxes and
other similar imposts which may be payable or determined to be payable in
respect of the execution and delivery of this Agreement and any of the Security
Documents and Orders. The obligations of the Credit Parties under this section
shall survive the termination of the other provisions of this Agreement and the
repayment of the Secured Obligations.


                                       24

<PAGE>

SECTION 5.            THE COLLATERAL AGENT

         5.1. Appointment.

         (a) Each of the Secured Parties hereby designates and appoints SCB as
the Collateral Agent for such Secured Party under this Agreement and the
Security Documents and Orders and authorizes SCB, as the Collateral Agent, to
take such action on its behalf under the provisions of this Agreement and the
Security Documents and Orders and to exercise such powers and perform such
duties as are expressly delegated to the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary or trustee relationship with any
Secured Party, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Collateral Agent.

         (b) Secured Parties hereby appoint the Collateral Agent as agent for
the purposes of perfecting the security interest in assets which, in accordance
with Article 9 of the Uniform Commercial Code, can be perfected by possession
only, including without limitation the shares of stock or other certificated
securities of any Person pledged pursuant to any Security Document, and the
Collateral Agent hereby acknowledges that it shall hold any such Collateral, for
the ratable benefit of all Secured Parties in accordance with this Agreement.

         (c) Subject to the requirements of Section 2.5 relating to the
instructions of the Required Secured Parties, each Secured Party hereby
authorizes, and each LC Participant or Term Lender which is or hereafter becomes
a party to the LC Agreement or the Term Loan Agreement, as applicable, shall be
deemed to authorize, the Collateral Agent to take such action on its behalf
hereunder and under the provisions of the Security Documents and any other
instrument and agreement referred to therein or now or hereafter delivered
thereunder and to exercise such powers thereunder as are specifically delegated
to or required of the Collateral Agent by the terms thereof, subject to the
provisions hereof.

         5.2. Exculpatory Provisions.

         (a) The Collateral Agent shall not be responsible in any manner
whatsoever for the correctness of any recitals, statements, representations or
warranties herein, all of which are made solely by the Credit Parties. The
Collateral Agent makes no representations as to the value or condition of the
Collateral or any part thereof, or as to the title of any Credit Party thereto
or as to the security afforded by this Agreement or any of the Security
Documents and Orders, or as to the validity, execution, enforceability, legality
or sufficiency of this Agreement, the Security Documents and Orders or the
Secured Obligations, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. The Collateral Agent shall not be
responsible for insuring the Collateral or for the payment of taxes, charges or
assessments or discharging of liens upon the Collateral or otherwise as to the
maintenance of the Collateral.

         (b) The Collateral Agent shall not be required to ascertain or inquire
as to performance by any Credit Party of any of the covenants or agreements
contained herein or in


                                       25

<PAGE>

any of the Security Documents and Orders or Credit Document. Whenever it is
necessary, or in the opinion of the Collateral Agent advisable, for the
Collateral Agent to ascertain the amount of Secured Obligations then held by the
Secured Parties, the Collateral Agent may rely on a certificate of the LC Agent,
in the case of the LC Obligations, of the Term Lender Agent, in the case of the
Term Loan Obligations, and of SCTSC, in the case of the SCTSC Shortfall
Obligations.

         (c) The Collateral Agent shall be under no obligation or duty to take
any action under this Agreement or any of the Security Documents and Orders if
taking such action (i) would subject the Collateral Agent to a tax in any
jurisdiction where it is not then subject to a tax or (ii) would require the
Collateral Agent to qualify to do business in any jurisdiction where it is not
then so qualified, unless the Collateral Agent receives security or indemnity
satisfactory to it against such tax (or equivalent liability), or any liability
resulting from such qualification, in each case as results from the taking of
such action under this Agreement or any of the Security Documents and Orders.

         (d) Notwithstanding any other provision of this Agreement, the
Collateral Agent shall not be liable for any action taken or omitted to be taken
by it in accordance with this Agreement or the Security Documents and Orders
except for its own gross negligence or willful misconduct.

         (e) The parties hereto acknowledge that the Collateral Agent is an LC
Participant and the LC Issuer under the LC Agreement and shall have the same
rights with respect to any Secured Obligation owed to it as any other Secured
Party and may exercise such rights as though it were not the Collateral Agent
hereunder, and may accept deposits from, lend money to, and generally engage in
any kind of business or conduct with any Credit Party or any of its subsidiaries
or affiliates as if it were not the Collateral Agent.

         5.3. Delegation of Duties. The Collateral Agent may execute any of the
powers hereof and perform any duty hereunder either directly or by or through
agents or attorneys-in-fact who may include officers or employees of any Credit
Party. The Collateral Agent shall be entitled to advice of counsel concerning
all matters pertaining to such powers and duties. The Collateral Agent shall not
be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it provided that such selection occurs without
gross negligence or willful misconduct.

         5.4. Reliance by Collateral Agent.

         (a) Whenever in the administration of this Agreement or the Security
Documents and Orders the Collateral Agent shall deem it necessary or desirable
that a factual matter be proved or established in connection with the Collateral
Agent taking, suffering or omitting to take any action hereunder or thereunder,
such matter (unless other evidence in respect thereof is herein specifically
prescribed) may be deemed to be conclusively proved or established by a
certificate of an officer of any Credit Party delivered to the Collateral Agent,
and such certificate shall be full warrant to the Collateral Agent for any
action taken, suffered or omitted in reliance thereon, subject, however, to the
provisions of Section 5.5.


                                       26

<PAGE>

         (b) The Collateral Agent may consult with counsel, and any advice or
statements of legal counsel (including, without limitation, counsel to any
Credit Party) shall be full and complete authorization and protection in respect
of any action taken or suffered by it hereunder or under any of the Security
Documents and Orders in good faith in accordance therewith.

         (c) The Collateral Agent may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties or, in the case of cables, telecopies and telexes, to have been
sent by the proper party or parties. In the absence of its gross negligence or
willful misconduct, the Collateral Agent may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Collateral Agent and conforming to
the requirements of this Agreement.

         (d) The Collateral Agent shall not be under any obligation to exercise
any of the rights or powers vested in the Collateral Agent by this Agreement and
the Security Documents and Orders at the request or direction of the Required
Secured Parties or otherwise unless the Collateral Agent shall have been
provided adequate security and indemnity against the costs, expenses and
liabilities which may be incurred by it in taking such action or in compliance
with such request or direction.

         5.5. Limitations on Duties of Collateral Agent.

         (a) The Collateral Agent shall be obligated to perform such duties and
only such duties as are specifically set forth in this Agreement and the
Security Documents and Orders, and no implied covenants or obligations shall be
read into this Agreement or any of the Security Documents and Orders against the
Collateral Agent. If and so long as a Notice of Actionable Default is in effect,
the Collateral Agent shall, subject to the provisions of Section 2.3(b),
exercise the rights and powers vested in it by this Agreement and the Security
Documents and Orders, and shall not be liable with respect to any action taken
by it, or omitted to be taken by it, in accordance with the direction of the
Required Secured Parties.

         (b) Except as herein otherwise expressly provided, the Collateral Agent
shall not be under any obligation to take any action which is discretionary with
the Collateral Agent under the provisions hereof or of any of the Security
Documents and Orders except upon the written request of the Required Secured
Parties.

         (c) No provision of this Agreement or of any of the Security Documents
and Orders shall be deemed to impose any duty or obligation on the Collateral
Agent to perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it shall be
illegal, or in which the Collateral Agent shall be unqualified or incompetent,
to perform any such act or acts or to exercise any such right, power, duty or
obligation or if such performance or exercise would constitute doing business by
the Collateral Agent in such jurisdiction or impose a tax on the Collateral
Agent by reason thereof.

         5.6. Resignation and Removal of the Collateral Agent.


                                       27

<PAGE>

         (a) The Collateral Agent may at any time, by giving written notice to
the Credit Parties, the LC Agent, and the Term Lender Agent, resign and be
discharged of the responsibilities hereby created, such resignation to become
effective upon (i) the appointment of a successor Collateral Agent, (ii) the
acceptance of such appointment by such successor Collateral Agent and (iii) the
delivery to the successor Collateral Agent of any documents in the possession of
the Collateral Agent that it is holding in such capacity. As promptly as
practicable after the giving of any such notice, the LC Agent and the Term
Lender Agent, acting together, shall appoint a successor Collateral Agent. If no
successor Collateral Agent shall be appointed and shall have accepted such
appointment within 90 days after the Collateral Agent gives the aforesaid notice
of resignation, the Collateral Agent may appoint a successor Collateral Agent to
act until such time, if any, as a successor shall have been appointed as
provided in this subsection. Any successor so appointed by the Collateral Agent
shall immediately and without further act be superseded by any successor
Collateral Agent appointed by the LC Agent and the Term Lender Agent, acting
together, as provided in this Section 5.6. The LC Agent and the Term Lender
Agent, acting together, may at any time, after giving 5 Business Days' prior
written notice thereof to the Credit Parties, remove the Collateral Agent and
appoint a successor Collateral Agent, such removal to be effective upon the
acceptance of such appointment by the successor; provided, however, that the
Collateral Agent shall not be released from any liability hereby created until
such time as it shall deliver to the successor Collateral Agent any documents in
its possession that it is holding in its capacity as Collateral Agent. The
Collateral Agent that has resigned or been removed shall be entitled to fees,
costs and expenses to the extent incurred or arising, or relating to events
occurring, before its resignation or removal.

         (b) If at any time the Collateral Agent shall resign or be removed or
otherwise become incapable of acting, or if at any time a vacancy shall occur in
the office of the Collateral Agent for any other cause, a successor Collateral
Agent may be appointed by the LC Agent and the Term Lender Agent, acting
together. The powers, duties, authority and title of the predecessor Collateral
Agent shall be terminated and canceled without procuring the resignation of such
predecessor and without any formality, except as may be required by applicable
law and other than appointment and designation of a successor in writing duly
acknowledged and delivered to the predecessor and the Credit Parties. Such
appointment and designation shall be full evidence of the right and authority to
make the same and of all the facts therein recited, and the rights and duties of
the "Collateral Agent" under this Agreement and the Security Documents and
Orders shall vest in such successor, without any further act, deed or
conveyance, all the estates, properties, rights, powers, trust, duties,
authority and title of its predecessor; but such predecessor shall,
nevertheless, on the written request of either the Term Lender Agent, the LC
Agent, any Credit Party or the successor execute and deliver an instrument
transferring to such successor all the estates, properties, rights, powers,
trusts, duties, authority and title of such predecessor hereunder and under the
Security Documents and Orders and shall deliver all Collateral held by it or its
agents to such successor. Should any deed, conveyance or other instrument in
writing from the Credit Parties be required by any successor Collateral Agent
for more fully and certainly vesting in such successor the estates, properties,
rights, powers, trusts, duties, authority and title vested or intended to be
vested in the predecessor Collateral Agent any and all such deeds, conveyances
and other instruments in writing shall, on request of such successor, be
executed, acknowledged and delivered by the Credit Parties. If any Credit Party
shall not have executed and delivered any such deed, conveyance or other
instrument within 10 days after it receives a written request from the successor
Collateral Agent to do so, or if a


                                       28

<PAGE>

Notice of Actionable Default is in effect, the predecessor Collateral Agent may
execute the same on behalf of such Credit Party. Each Credit Party hereby
appoints any successor Collateral Agent as its agent and attorney-in-fact to act
for it as provided in the immediately preceding sentence.

         5.7. Status of Successor. Every successor Collateral Agent appointed
pursuant to Section 5.6 shall be a bank or trust company in good standing and
having power to act as Collateral Agent hereunder, incorporated under the laws
of the United States of America or any State thereof or the District of Columbia
and having its principal office within the 48 contiguous States and shall also
have capital, surplus and undivided profits of not less than $500,000,000 if
there be such an institution with such capital, surplus and undivided profits
willing, qualified and able to accept the agency hereunder upon the same terms
as contained herein.

         5.8. Merger of the Collateral Agent. Any corporation into which the
Collateral Agent may be merged, or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Collateral
Agent shall be a party, shall be the Collateral Agent under this Agreement and
the Security Documents and Orders without the execution or filing of any paper
or any further act on the part of the parties hereto.

         5.9. Treatment of Payee or Indorsee by Collateral Agent. The Collateral
Agent may treat the registered holder or, if none, the payee or indorsee of any
promissory note or debenture evidencing a Secured Obligation as the absolute
owner thereof for all purposes and shall not be affected by any notice to the
contrary, whether such promissory note or debenture shall be past due or not.

         5.10. Non-Reliance on Collateral Agent. Each Secured Party expressly
acknowledges that neither the Collateral Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates has made any
representations or warranties to such Secured Party and that no act by it
hereinafter taken, including any review of the affairs of the Credit Parties,
shall be deemed to constitute any representation or warranty by the Collateral
Agent to any Secured Party. Each Secured Party represents to the Collateral
Agent that it has or will, independently and without reliance upon the
Collateral Agent, and based on such documents and information as it has deemed
or will deem appropriate, made and will make its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Credit Parties and has made and will make
its own decision to extend credit to the Credit Parties. Each Secured Party also
represents that it will, independently and without reliance upon the Collateral
Agent, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under the Credit Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties. Except for notices, reports and other documents expressly
required to be furnished to the Secured Parties by the Collateral Agent
hereunder or under any of the Security Documents and Orders, the Collateral
Agent shall not have any duty or responsibility to provide any Secured Party
with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of any Credit Party
which may come into its possession or the possession of any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.


                                       29

<PAGE>

         5.11. Indemnification. Each of the Secured Parties agrees to indemnify
the Collateral Agent (in its capacity as such, but not otherwise), to the extent
not paid or reimbursed by the Credit Parties and without limiting the obligation
of the Credit Parties to do so, ratably according to its Percentage of Exposure
on the date of occurrence of any action or failure to act which gives rise to
any claim by the Collateral Agent for indemnity under this subsection, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever (in this section, "Losses") which may at any time (including, without
limitation, at any time following the payment of the Secured Obligations) be
imposed on, incurred by or asserted against the Collateral Agent in any way
relating to or arising out of this Agreement or any of the Security Documents
and Orders, or any documents contemplated by or referred to herein or therein or
the transactions contemplated thereby or any action taken or omitted by the
Collateral Agent hereunder or thereunder or in connection therewith (whether
arising in contract or in tort or otherwise and including any violation or
noncompliance with 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), provided that no such Secured Party shall be liable for the
payment of any portion of such Losses to the extent resulting from the gross
negligence or willful misconduct of the Collateral Agent. The agreements in this
Section 5.11 shall survive the payment of the Secured Obligations and all other
amounts payable hereunder and the termination of this Agreement.

                             SECTION 6. ASSIGNMENTS

         6.1. Agreement Binding on Assignees. Each Secured Party agrees that it
shall be a condition to assignment of any of its Secured Obligations that any
assignee of such Secured Obligations shall agree in writing to be bound by the
terms of this Agreement.

         6.2. Limited Restriction on Assignments or Resignation of Term Lender
Agent. Until the termination of the LC Agreement and the payment of all Matured
LC Obligations, (a) any assignments of Term Loans made by a Term Lender must be
made pro rata, so that every Term Lender owns both Tier-A Term Loans and Tier-B
Term Loans in the same proportions, and (b) Lehman Brothers Inc. shall not
voluntarily resign as Term Lender Agent.

                            SECTION 7. MISCELLANEOUS

         7.1. Notices. Unless otherwise specified herein, all notices, requests,
demands or other communications given to any Credit Party, the Collateral Agent,
the LC Issuer, the Term Lender Agent, or SCTSC shall be given in writing
(including facsimile transmission) and shall be deemed to have been duly given
either (a) when personally delivered, or (b) three Business Days after being
duly deposited in the mails, registered or certified mail postage prepaid, or
(C) when transmitted by facsimile transmission, in each case addressed to such
party at its address specified on Schedule A hereto or any other address which
such party shall have specified as its address for the purpose of communications
hereunder, by notice given in accordance with this Section 7.1 to the party
sending such communication.

         7.2. No Waivers. No failure on the part of the Collateral Agent or any
Secured Party to exercise, no course of dealing with respect to, and no delay in
exercising, any right,


                                       30

<PAGE>

power or privilege under this Agreement or any of the Security Documents and
Orders shall operate as a waiver thereof nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.

         7.3. Amendments, Supplements and Waivers.

         (a) This Agreement may not be amended or modified except by a written
instrument executed by each party hereto, provided that, with the written
consent of the LC Agent and the Term Lender Agent, the Collateral Agent may,
from time to time, enter into written agreements supplemental hereto or to any
of the Security Documents and Orders for the purpose of adding to, or waiving
any provisions of, this Agreement or any of the Security Documents and Orders or
changing in any manner the rights of the Collateral Agent, the Secured Parties
or the Credit Parties hereunder or thereunder. Any such supplemental agreement
shall be binding upon the Credit Parties, the Secured Parties and the Collateral
Agent and their respective successors and assigns.

         (b) The Credit Parties, the LC Agent, the LC Issuer and the LC
Participant will not - without the consent of the Term Lender Agent and SCTSC -
enter into any amendment to the LC Agreement or the "Credit Documents", as
defined therein, that (i) reduces the size of the Letter of Credit Facility that
is provided thereunder (it being understood that any reduction of Advance Rates
under (and as defined in) the LC Agreement by the LC Agent in accordance with
the terms thereof shall not require the consent of the Term Lender Agent and
SCTSC), (ii) increases the fees, interest, and other per annum charges payable
thereunder by more than two percent per annum, (iii) accelerates the maturity
date under the LC Agreement, (iv) creates any additional mandatory prepayment
obligations or modifies the application of the Cash Waterfall, or (v) makes any
covenants or events of default thereunder materially more restrictive or
burdensome on the Credit Parties.

         (c) The Credit Parties and SCTSC will not - without the consent of the
LC Agent and the Term Lender Agent - enter into any amendment to the Purchase
Agreements that (i) reduces the size of the financing facilities that are
provided thereunder, (ii) increases the fees, interest, and other per annum
charges payable thereunder by more than two percent per annum, (iii) accelerates
the maturity date under either Purchase Agreement, (iv) creates any additional
mandatory prepayment obligations or modifies the application of the Cash
Waterfall, or (v) makes any covenants or events of default thereunder materially
more restrictive or burdensome on the Credit Parties.

         (d) The Credit Parties, the Term Lender Agent, and the Term Lenders
will not - without the consent of the LC Agent and SCTSC - enter into any
amendment to the Term Loan Agreement or the "Credit Documents", as defined
therein, that (i) reduces the size of the credit facility that is provided
thereunder, (ii) increases the fees, interest, and other per annum charges
payable thereunder by more than two percent per annum, (iii) accelerates the
maturity date under the Term Loan Agreement or the Term Notes, (iv) creates any
additional mandatory prepayment obligations or modifies the application of the
Cash Waterfall, or (v) makes any covenants or events of default thereunder
materially more restrictive or burdensome on the Credit Parties.


                                       31

<PAGE>

         7.4. Headings. The table of contents and the headings of Sections and
subsections have been included herein for convenience only and should not be
considered in interpreting this Agreement.

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

         7.6. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and shall inure to the
benefit of each of the Secured Parties and their respective successors and
assigns, and nothing herein is intended or shall be construed to give any other
Person any right, remedy or claim under, to or in respect of this Agreement or
any Collateral.

         7.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         7.8. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument.

         7.9. SUBMISSION TO JURISDICTION; WAIVERS. (A) EACH OF THE CREDIT
PARTIES AND THE SECURED PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY:

         (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, ANY SECURITY DOCUMENTS OR ANY OTHER
DOCUMENTS EXECUTED IN RELATION TO THIS AGREEMENT, OR FOR RECOGNITION AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE JURISDICTION OF THE
BANKRUPTCY COURT AND TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF
THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

         (B) WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH PROCEEDING WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

         (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH LEGAL ACTION OR
PROCEEDING MAY BE EFFECTED BY MAILING OF A COPY THEREOF (BY REGISTERED OR
CERTIFIED MAIL OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL) POSTAGE PREPAID, TO
SUCH COMPANY, AT ITS ADDRESS REFERRED TO IN SUBSECTION 7.1 OR AT SUCH OTHER
ADDRESS OF


                                       32

<PAGE>

WHICH THE COLLATERAL AGENT AND THE SECURED PARTIES SHALL HAVE BEEN NOTIFIED
PURSUANT THERETO;

         (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE COLLATERAL AGENT'S OR
ANY SECURED PARTY'S RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION, IF
PERMITTED BY THE BANKRUPTCY COURT; AND

         (E) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT
MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN
THIS SUBSECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

         (F) EACH OF THE CREDIT PARTIES AND SECURED PARTIES AND THE COLLATERAL
AGENT HEREBY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY ACTION
OR PROCEEDING REFERRED TO IN SECTION 7.9(A) HEREOF, AND FOR ANY COUNTERCLAIM
THEREIN.

         7.10. Termination.

         (a) Upon (i) receipt by the Collateral Agent from each of the LC Agent,
the Term Lender Agent, and SCTSC of a written direction to cause the liens
created by the Security Documents and Orders to be released and discharged and
(ii) payment in full of all fees and expenses owing to the Collateral Agent
hereunder, the Collateral Agent shall promptly proceed to release the liens and
security interests created by the Security Documents and Orders and to deliver
or cause to be delivered to the Credit Parties all property of the Credit
Parties then held by the Collateral Agent or any agent or nominee thereof.

         (b) This Agreement shall terminate when the liens and security
interests granted under the Security Documents and Orders have terminated and
the Collateral has been released and all Collateral held by the Collateral Agent
has been delivered to the Persons lawfully entitled thereto in accordance with
the provisions of this Agreement; provided that the provisions of this Agreement
which are expressly stated to survive the termination of other provisions of
this Agreement shall not be affected by any such termination and shall remain in
full force and effect.

         7.11. Acknowledgements.

         Each Credit Party hereby acknowledges that it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the
other Credit Documents to which such Credit Party is a party; that neither the
Collateral Agent nor any other Secured Party has any fiduciary relationship to
such Credit Party, and the relationship between the Secured Parties, on one
hand, and the Credit Parties, on the other hand, is solely that of debtor and
creditor; and that no joint venture exists among the Secured Parties or among
any Credit Party and the Secured Parties.


                                       33

<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Intercreditor
and Security Agreement to be duly executed as of the date first written above.



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


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



                                 STANDARD CHARTERED TRADE SERVICES CORPORATION



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

<PAGE>

                                 EOTT ENERGY OPERATING LIMITED PARTNERSHIP

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



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

                                 EOTT ENERGY CANADA LIMITED PARTNERSHIP

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



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

                                 EOTT ENERGY LIQUIDS, L.P.

                                 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

                                 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



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

                                 EOTT ENERGY GENERAL PARTNER, L.L.C.



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

<PAGE>

                                 LEHMAN BROTHERS INC.,
                                 as Term Lender Agent



                                 By:
                                     ------------------------------------------
                                     Name:  J. Robert Chambers
                                     Title: Managing Director

                                 LEHMAN COMMERCIAL PAPER, INC., as a Term Lender



                                 By:
                                     ------------------------------------------
                                     Name:  J. Robert Chambers
                                     Title: Authorized Signatory

<PAGE>

                              FARALLON CAPITAL PARTNERS, L.P., a California
                              limited partnership, as a Term Lender

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



                              By:
                                  ---------------------------------------------
                                  Managing Member
                                  Farallon Partners, L.L.C

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

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



                              By:
                                  ---------------------------------------------
                                  Managing Member
                                  Farallon Partners, L.L.C

                              FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
                              a California limited partnership, as a Term Lender

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



                              By:
                                  ---------------------------------------------
                                  Managing Member
                                  Farallon Partners, L.L.C

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

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



                              By:
                                  ---------------------------------------------
                                  Managing Member
                                  Farallon Partners, L.L.C

<PAGE>

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

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



                              By:
                                  ---------------------------------------------
                                  Managing Member,
                                  Farallon Partners, L.L.C.,

<PAGE>

                              HIGH YIELD PORTFOLIO, a series of Income Trust



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

<PAGE>

                              AXP VARIABLE PORTFOLIO-EXTRA INCOME FUND,
                              a series of AXP Variable Portfolio Income
                              Series, Inc.



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

<PAGE>

                              DRAWBRIDGE INVESTMENT PARTNERS LLC, a Term Lender



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

<PAGE>

                                   SCHEDULE A

                              ADDRESSES FOR NOTICES


EOTT Energy Operating, L.P.
EOTT Energy Canada, L.P.
EOTT Energy Liquids, L.P.
EOTT Energy Pipeline, L.P.
EOTT Energy LLC
EOTT Energy General Partner, L.L.C.

Address for each Credit Party:
By courier:
2000 W. Sam Houston Parkway South, Suite 400
Houston, Texas  77042

By mail:
Post Office Box 4666
Houston, Texas  77210-4666
Telecopy:  (713) 993-5813



Standard Chartered Bank
Special Assets Division
One Madison Avenue
New York, New York 10010-3603
Attn:  Neil McCauley
Telecopy: 212-667-0797


Standard Chartered Trade Services
One Madison Avenue
New York, New York  10010-3603
Attention:  Allan J. Lee
Telecopy: 212-667-0120


Lehman Brothers Inc.
Lehman Commercial Paper Inc.
745 Seventh Avenue
New York, New York  10019
Attention:  Francis Chang/Diane Albanese
Telecopy:  (212) 526-0242/(212) 526-6643

with a copy (excluding financial reports and information) to:


John W. Rain
Thompson & Knight LLP
1700 Pacific Avenue, Suite 3300

<PAGE>

Dallas, Texas  75201
Telecopy:  (214) 969-1751


High Yield Portfolio
AXP Variable Portfolio - Extra Income Fund

c/o Kris Robinson
Assistant Manager - Legal Affairs
General Counsel's Office
American Express Financial Advisors
50592 AXP Financial Center
Minneapolis, Minnesota  55474
Telecopy:  612) 671-3767



Farallon Capital Partners, L.P.
Farallon Capital Institutional Partners, L.P.
Farallon Capital Institutional Partners II, L.P.
Farallon Capital Institutional Partners III, L.P.
Tinicum Partners, L.P.

c/o Derek Schrier and Mark C. Wehrly
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
San Francisco, California  94111
Telecopy:  (415) 421-2133


Drawbridge Investment Partners LLC
1251 Avenue of the Americas
16th Floor
new York, NY 10020
Attention: Kevin Treacy
Telecopy: (212) 798-6151

<PAGE>

                                   SCHEDULE B

              DEED OF TRUST FILING JURISDICTIONS (BY STATE/COUNTY)

ALABAMA
     o Mobile

KANSAS
     o Barton
     o Clark
     o Comanche
     o Cowley
     o Decatur
     o Edwards
     o Ellis
     o Ellsworth
     o Finney
     o Gove
     o Graham
     o Grant
     o Greeley
     o Harper
     o Haskell
     o Hodgeman
     o Kearney
     o Kiowa
     o Lane
     o Logan
     o Ness
     o Osborne
     o Pawnee
     o Pratt
     o Rawlins
     o Rice
     o Rooks
     o Rush
     o Russell
     o Scott
     o Sherman
     o Stafford
     o Thomas
     o Trego
     o Wallace
     o Wichita

<PAGE>

LOUISIANA
     o Beauregard
     o Bossier
     o Caddo
     o Calcasieu
     o Cameron
     o Claiborne
     o Evangeline
     o LaSalle
     o Rapides
     o Vernon
     o Webster

MISSISSIPPI
     o Amite
     o Clarke
     o Covington
     o Forrest
     o George
     o Jasper
     o Jefferson Davis
     o Jones
     o Lamar
     o Lincoln
     o Marion
     o Perry
     o Pike
     o Smith
     o Stone
     o Walthall
     o Wayne

NEW MEXICO
     o Eddy
     o Lea

NORTH DAKOTA
     o Billings
     o Bowman
     o Dunn
     o Golden Valley
     o McKenzie
     o Mountrail
     o Stark

<PAGE>

     o Williams

OKLAHOMA
     o Beckham
     o Blaine
     o Caddo
     o Canadian
     o Carter
     o Cleveland
     o Creek
     o Custer
     o Dewey
     o Ellis
     o Garvin
     o Grady
     o Harper
     o Jefferson
     o Kay
     o Kingfisher
     o Lincoln
     o Logan
     o Major
     o McClain
     o Murray
     o Noble
     o Okfuskee
     o Oklahoma
     o Osage
     o Pawnee
     o Payne
     o Pontotoc
     o Pottawatomie
     o Seminole
     o Stephens
     o Washita
     o Woods
     o Woodward

TEXAS
     o Anderson
     o Andrews
     o Archer
     o Baylor
     o Borden

<PAGE>

     o Chambers
     o Clay
     o Cooke
     o Crane
     o Dawson
     o Duval
     o Ector
     o Fisher
     o Frio
     o Gaines
     o Galveston
     o Garza
     o Glasscock
     o Gregg
     o Hardin
     o Harris
     o Harrison
     o Haskell
     o Howard
     o Jack
     o Jasper
     o Jefferson
     o Jones
     o Kent
     o King
     o Knox
     o Live Oak
     o Lynn
     o Martin
     o Maverick
     o Midland
     o Mitchell
     o Newton
     o Orange
     o Pecos
     o Reagan
     o Rusk
     o Schleicher
     o Scurry
     o Smith
     o Stonewall
     o Terry
     o Throckmorton
     o Upshur

<PAGE>

     o Upton
     o Ward
     o Webster
     o Winkler
     o Yoakum
     o Zavala