<PAGE>

                                                                   EXHIBIT 10.43

                                                                     [EXECUTION]
================================================================================

                               TERM LOAN AGREEMENT

                          dated as of February 11, 2003

                                      among

                   EOTT ENERGY OPERATING LIMITED PARTNERSHIP,

                     EOTT ENERGY CANADA LIMITED PARTNERSHIP,

                            EOTT ENERGY LIQUIDS, L.P.

                                       and

                    EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,

                         as joint and several Borrowers,

                                 EOTT ENERGY LLC

                                       and

                       EOTT ENERGY GENERAL PARTNER, L.L.C.

                                 as Guarantors,

                              LEHMAN BROTHERS INC.,

                              as Term Lender Agent

                                       and

                          THE TERM LENDERS PARTY HERETO

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

<PAGE>

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

2.       THE TERM LOANS..........................................................................................   23

         (a)      Commitment to Lend; Notes......................................................................   23
         (b)      Requesting Term Loans..........................................................................   23
         (c)      Conditions Precedent to Extension of Credit....................................................   23
         (d)      Use of Proceeds................................................................................   32
         (e)      Mandatory Prepayments..........................................................................   32
         (f)      Optional Prepayment of Term Loans..............................................................   33
         (g)      Interest Rates and Fees........................................................................   33

3.       PAYMENTS TO TERM LENDERS................................................................................   33

         (a)      General Procedures.............................................................................   33
         (b)      Payment Obligations Absolute...................................................................   34
         (c)      Application of Payments made to Term Lender Agent..............................................   34
         (d)      Capital Reimbursement..........................................................................   34
         (e)      Increased Cost of Term Loans...................................................................   35
         (f)      Notice; Change of Applicable Lending Office....................................................   35
         (g)      Reimbursable Taxes.............................................................................   36

4.       INTENTIONALLY OMITTED...................................................................................   37

5.       INTENTIONALLY OMITTED...................................................................................   37

6.       INTENTIONALLY OMITTED...................................................................................   37

7.       OTHER ACTIONS OF CREDIT PARTIES.........................................................................   37

8.       REPRESENTATIONS AND WARRANTIES..........................................................................   38

9.       AFFIRMATIVE COVENANTS...................................................................................   46

         (a)      Payment and Performance........................................................................   46
         (b)      Payment of Expenses............................................................................   46
         (c)      Instruments, Documents, Securities or Chattel Paper............................................   46
         (d)      Books, Financial Statements and Reports........................................................   46
         (e)      Other Information and Inspections..............................................................   49
         (f)      Notice of Material Events and Change of Address................................................   50
         (g)      Maintenance of Properties......................................................................   52
         (h)      Discharge of Liens.............................................................................   52
         (i)      Landlord's Waiver..............................................................................   52
         (j)      Maintenance of Existence and Qualifications....................................................   52
         (k)      Payment of Trade Liabilities, Taxes, etc.......................................................   52
         (l)      Insurance......................................................................................   52
</TABLE>

                                      -i-

<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)

<TABLE>
<CAPTION>
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                                                                                                                   ----
<S>                                                                                                                <C>
         (m)      Performance on Borrowers' Behalf...............................................................   53
         (n)      Interest.......................................................................................   53
         (o)      Compliance with Agreements and Law.............................................................   53
         (p)      Environmental Matters; Environmental Reviews...................................................   53
         (q)      Evidence of Compliance.........................................................................   54
         (r)      Agreement to Deliver Security Documents........................................................   54
         (s)      Newly Created or Acquired Subsidiaries.........................................................   54
         (t)      Compliance with Agreements.....................................................................   54
         (u)      Risk Management Policies.......................................................................   55
         (v)      Merger.........................................................................................   55

10.      NEGATIVE COVENANTS......................................................................................   55

         (a)      Indebtedness...................................................................................   55
         (b)      Accounts.......................................................................................   56
         (c)      Limitation on Liens............................................................................   56
         (d)      Hedging Contracts..............................................................................   56
         (e)      Limitation on Mergers, etc. and Issuances of Securities........................................   56
         (f)      Limitation on Asset Sales......................................................................   57
         (g)      Limitation on Distributions, Dividends and Redemptions.........................................   58
         (h)      Limitation on New Businesses, Investments and Capital Expenditures.............................   58
         (i)      Limitation on Credit Extensions................................................................   58
         (j)      Transactions with Affiliates...................................................................   58
         (k)      Prohibited Contracts...........................................................................   58
         (l)      Modification of Certain Agreements.............................................................   59
         (m)      Open Positions.................................................................................   59
         (n)      Books and Records..............................................................................   59
         (o)      Minimum Consolidated EBIDA.....................................................................   59
         (p)      Minimum Consolidated Tangible Net Worth........................................................   60
         (q)      Interest Coverage..............................................................................   61
         (r)      Current Ratio..................................................................................   62
         (s)      Compliance with Environmental Laws.............................................................   62

11.      EVENTS OF DEFAULT.......................................................................................   63

12.      RIGHTS AND REMEDIES.....................................................................................   65

13.      GUARANTY ...............................................................................................   66

14.      TERM LENDER AGENT.......................................................................................   68

         (a)      Appointment and Authority......................................................................   67
         (b)      Exculpation, the Term Lender Agent's Reliance, etc.............................................   68
         (c)      Credit Decisions...............................................................................   69
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)
<TABLE>
<CAPTION>
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         (d)      Indemnification................................................................................   69
         (e)      Rights as Term Lender..........................................................................   69
         (f)      Sharing of Set-Offs and Other Payments.........................................................   70
         (g)      Investments....................................................................................   70
         (h)      Benefit of this Section........................................................................   70
         (i)      Resignation....................................................................................   71
         (j)      Other Lender Parties...........................................................................   71

15.      ASSIGNMENTS AND PARTICIPATIONS..........................................................................   71

16.      INDEMNIFICATION.........................................................................................   73

17.      MISCELLANEOUS...........................................................................................   75
</TABLE>

SCHEDULES AND EXHIBITS:

SCHEDULE I      TERM LENDER SCHEDULE

EXHIBIT A-1     FORM OF TIER-A TERM NOTE
EXHIBIT A-2     FORM OF TIER-B TERM NOTE
EXHIBIT B       BORROWING NOTICE
EXHIBIT C       CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS
EXHIBIT D       CASH FLOW REPORT
EXHIBIT E       ENVIRONMENTAL COMPLIANCE CERTIFICATE
EXHIBIT F       OPEN POSITION REPORT
EXHIBIT G       VOLUME REPORT

                                     -iii-

<PAGE>

                               TERM LOAN AGREEMENT

         TERM LOAN AGREEMENT, dated as of February 11, 2003 (as amended,
supplemented or otherwise modified from time to time, and including all
Schedules and Exhibits attached hereto, this "AGREEMENT"), among :

                  -        EOTT ENERGY OPERATING LIMITED PARTNERSHIP, a Delaware
                           limited partnership ("EOTT OLP"),

                  -        EOTT ENERGY CANADA LIMITED PARTNERSHIP, a Delaware
                           limited partnership ("EOTT CANADA"),

                  -        EOTT ENERGY LIQUIDS, L.P., a Delaware limited
                           partnership ("EOTT LIQUIDS"),

                  -        EOTT ENERGY PIPELINE LIMITED PARTNERSHIP, a Delaware
                           limited partnership ("EOTT PIPELINE" and together
                           with EOTT Canada and EOTT Liquids, each an
                           "ADDITIONAL OBLIGOR" and collectively, "ADDITIONAL
                           OBLIGORS" and the Additional Obligors together with
                           EOTT OLP on a joint and several basis, "BORROWERS"),

                  -        EOTT ENERGY LLC, a Delaware limited liability company
                           ("EOTT LLC"),

                  -        EOTT ENERGY GENERAL PARTNER, L.L.C. a Delaware
                           limited liability company ("EOTT GP" and together
                           with EOTT LLC, each a "GUARANTOR" and collectively,
                           "GUARANTORS" and together with the Borrowers, each a
                           "CREDIT PARTY" and collectively, "CREDIT PARTIES"),

                  -        each of the banks or other lending institutions which
                           is a listed as a Term Lender on the signature pages
                           of this Agreement or which may from time to time
                           become a party hereto in such capacity or any
                           successor or assignee thereof (each a "TERM LENDER"
                           and collectively, the "TERM LENDERS"),

                  -        and LEHMAN BROTHERS INC., as Term Lender Agent for
                           the Term Lenders (in such capacity, the "TERM LENDER
                           AGENT" and in its individual capacity, "LEHMAN").

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

<PAGE>

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

         WHEREAS, in connection with the Cases, EOTT OLP, EOTT Canada, EOTT
Liquids, and EOTT Pipeline (collectively, the "DIP BORROWERS"), EOTT MLP and
EOTT GP (collectively, the "DIP GUARANTORS", and together with the DIP
Borrowers, the "DEBTORS"), the lenders party thereto (the "DIP LC
PARTICIPANTS"), and Standard Chartered Bank, as administrative agent for the DIP
LC Participants (the "DIP LC AGENT") and letter of credit issuer thereunder (the
"DIP LC ISSUER"), entered into that certain Debtor in Possession Letter of
Credit Agreement, dated as of October 18, 2002, (as amended, restated,
supplemented, amended and restated or otherwise modified from time to time, the
"DIP LC AGREEMENt"), pursuant to which the DIP LC Participants and the DIP LC
Issuer extended credit to the DIP Borrowers on the terms set forth therein;

         WHEREAS, in connection with the Cases, the DIP Borrowers, the DIP
Guarantors, the lenders party thereto (the "DIP TERM LENDERS"), and Lehman
Brothers, Inc., as term lender agent for the DIP Term Lenders (the "DIP TERM
LENDER AGENT") entered into that certain Debtor in Possession Term Loan
Agreement dated as of October 18, 2002 (as amended, restated, supplemented,
amended and restated or otherwise modified from time to time, the "DIP TERM LOAN
AGREEMENt"), pursuant to which the DIP Term Lenders made term loans to DIP
Borrowers on the terms set forth therein;

         WHEREAS, as of the date hereof, under the DIP Term Loan Agreement, the
DIP Term Lenders are owed $75,000,000 in principal obligations (the "DIP LOANS")
incurred directly by the DIP Borrowers, plus interest, fees and expenses (the
"NON-PRINCIPAL DIP OBLIGATIONS"), which DIP Loans and Non-Principal DIP
Obligations have been guaranteed by the DIP Guarantors.

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

         WHEREAS, the Borrowers have requested that the Term Lenders provide
financing to the Borrowers pursuant to the terms of this Agreement, pursuant to
which Term Lenders would make term loans to Borrowers in the aggregate principal
amount of $75,000,000 to be used by the Borrowers to repay the DIP Loans;

         WHEREAS, the Term Lenders have indicated their willingness to agree to
extend such credit to the Borrowers, all on the terms and conditions set forth
herein and in the other Credit Documents;

         WHEREAS, subject to the Intercreditor Agreement (as defined herein),
the Credit Parties desire to secure all of the Obligations hereunder and under
the Credit Documents by granting to

                                      -2-

<PAGE>

the Collateral Agent, for the benefit of the Secured Parties (as defined
herein), a perfected first-priority Lien in the Collateral (as defined herein);

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

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

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

1.       DEFINITIONS AND RULES OF INTERPRETATION.

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

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

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

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

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

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

         "ALTERNATE BASE RATE" has the meaning set forth in the DIP Letter of
         Credit Agreement.

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

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

                                      -3-

<PAGE>

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

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

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

         "BORROWER EXPENSES" means, whether or not the transactions contemplated
         hereby shall be consummated, (a) any and all sums, costs and expenses
         incurred in connection with (i) the preparation and negotiation of this
         Agreement, the other Credit Documents and any related agreements or
         instruments, together with any amendments or supplements hereto or
         thereto, (ii) defending, protecting, maintaining or enforcing the
         security interests granted herein or in defending, collecting or
         attempting to collect the Obligations, including, without limitation,
         all search, filing and recording fees, taxes, attorneys' fees, legal
         expenses, (b) reasonable and documented fees, expenses and
         disbursements of the Term Lender Agent's Special Counsel, and any local
         counsel for the Term Lender Agent, incurred in connection with (i) the
         preparation, administration, interpretation or syndication of the
         Credit Documents and other instruments mentioned hereunder, and any
         amendments, modifications, approvals, consents or waivers hereto or
         hereunder of any of the Credit Documents (ii) or services rendered in
         connection with representing the DIP Collateral Agent, DIP Term Lender
         Agent, and the DIP Term Lenders in the Cases, (c) the reasonable fees,
         expenses and disbursements of the Term Lender Agent and any of its
         affiliates incurred by the Term Lender Agent or such affiliate in
         connection with the preparation, administration, interpretation or
         syndication of the Credit Documents and other instruments mentioned
         herein, including all appraisal charges and charges of other
         professionals retained by the Term Lender Agent, and all title
         insurance premiums and surveyor, engineering, appraisal and examination
         charges, and (d) the reasonable and documented (to the reasonable
         satisfaction of the Borrowers) fees and expenses of any advisors
         retained by the Term Lender Agent, including those retained in
         connection with the Cases.

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

         "BORROWER REPRESENTATIVE" means, for purposes of executing the
         Borrowing Notice and otherwise communicating with the Term Lender Agent
         on behalf of the Borrowers, and taking any action required under this
         Agreement on behalf of the Borrowers (and all of the Borrowers shall be
         bound thereby), including consent to and any modifications, amendments
         or supplements to this Agreement or related documents, EOTT OLP.

         "BORROWING BASE" means, as of any date of determination, the borrowing
         base determined pursuant to the Letter of Credit Agreement.

         "BORROWING NOTICE" means a written request made by the Borrower
         Representative that meets the requirements of Section 2(a)(ii).

                                      -4-

<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.

         "BUSINESS PLAN" means the initial Business Plan as defined in Section
         2(c)(i)(9), as such Business Plan shall be updated pursuant to Section
         9(d)(v).

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

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

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

         "CASH BUDGET" means the monthly projected cash flows set forth in the
         Post-Confirmation Projections, as supplemented from time to time
         pursuant to Section 9(d)(xiii).

         "CASH EQUIVALENTS" means Investments in:

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

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

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

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

                                      -5-

<PAGE>

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

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

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

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

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

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

         "CLOSING DATE CERTIFICATE" means the officer's certificate delivered to
         the Term Lender Agent pursuant to Section 2(c)(i)(9), attaching (a) the
         Post-Confirmation Projections, (b) the Business Plan, (c) the Security
         Schedule, (d) the Disclosure Schedule, (e) the initial Cash Budget and
         (f) a schedule of all changes anticipated to be made upon application
         of "fresh start" accounting to the financial statements of EOTT LLC and
         its Consolidated Subsidiaries that are reflected in the
         Post-Confirmation Projections.

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

                                      -6-

<PAGE>

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

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

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

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

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

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

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

                                      -7-

<PAGE>

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

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

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

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

                                      -8-

<PAGE>

         "CREDIT DOCUMENTS" means, collectively (i) this Agreement, the Term
         Notes, and each and every other agreement, document, certificate or
         instrument between any Lender Party, and any Credit Party or otherwise
         for the benefit of any Lender Party that is entered into or delivered
         on or after the date hereof, and (ii) the Security Documents.

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

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

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

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

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

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

         "DEFAULT RATE" means a rate per annum equal to twelve percent (12%).

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

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

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

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

                                      -9-

<PAGE>

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

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

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

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

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

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

         "DIP NON-PRINCIPAL OBLIGATIONS" has the meaning set forth in the
         recitals.

         "DIP TERM LENDER AGENT" has the meaning set forth in the recitals.

         "DIP TERM LENDERS" has the meaning set forth in the recitals.

         "DIP TERM LOAN" means each term loan extended by the DIP Term Lenders
         under the DIP Term Loan Agreement.

         "DIP TERM LOAN AGREEMENT" has the meaning set forth in the recitals.

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

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

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

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

         "ENRON PARTIES" means Enron, Enron Energy Services, Inc. a Delaware
         corporation and a debtor in possession, Enron North America Corp., a
         Delaware corporation and a debtor in possession, Enron Pipeline
         Services Company, a Delaware corporation, EGP Fuels Company, a Delaware
         corporation, and Enron Gas Liquids, Inc., a Delaware corporation and a
         debtor and a debtor in possession.

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

                                      -10-

<PAGE>

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

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

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

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

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

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

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

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

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

         "EOTT PARTIES" means the Borrowers and the Guarantors.

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

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

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

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

         "EVENT OF DEFAULT" means the occurrence of any event described in
         Section 11 of this Agreement.

         "EXTENSION OF CREDIT" means the making of the Term Loans.

                                      -11-

<PAGE>

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

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

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

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

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

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

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

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

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

         "HEDGING CONTRACT" means (i) any agreement providing for options,
         swaps, floors, caps, collars, forward sales or forward purchases
         involving interest rates, commodities or commodity prices, equities,
         currencies, bonds or indexes based on any of the foregoing, (ii) any
         option, futures or forward contract traded on an exchange and (iii) any
         other derivative agreement or other similar agreement or arrangement,
         excluding in the case of subsection (i), (ii) and (iii), for purposes
         of Section 10(d) only, any such agreement or contract covering crude
         oil, refined oil products or NGLs that is entered into by a Borrower
         (A) in the ordinary course of business, (B) in accordance with the then
         effective Risk Management Policies and (C) not for speculative
         purposes.

         "HIGHEST LAWFUL RATE" means, with respect to each Lender Party to whom
         Obligations are owed, the maximum nonusurious rate of interest that
         such Lender Party is permitted under applicable Law to contract for,
         take, charge or receive with respect to such Obligations. All
         determinations herein of the Highest Lawful Rate or of any interest
         rate determined by reference to the Highest Lawful Rate shall be made
         separately for each

                                      -12-

<PAGE>

         Lender Party as appropriate to assure that the Credit Documents are not
         construed to obligate any Person to pay interest to any Lender Party at
         a rate in excess of the Highest Lawful Rate applicable to such Lender
         Party.

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

         (i)      Liabilities for borrowed money,

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

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

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

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

         (vi)     Liabilities constituting principal under Capital Leases,

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

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

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

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

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

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

         provided, however, that the "INDEBTEDNESS" of any Person shall not
         include Liabilities that were incurred in the ordinary course of
         business by such Person on ordinary trade

                                      -13-

<PAGE>

         terms to vendors, suppliers or other Persons providing goods and
         services for use by such Person in the ordinary course of its business,
         unless and until such Liabilities are outstanding more than 120 days
         after the date the respective goods are delivered or the respective
         services are rendered, other than Liabilities contested in good faith
         by appropriate proceedings, if required, and for which adequate
         reserves are maintained on the books of such Person in accordance with
         GAAP.

         "INDENTURE TRUSTEE" means The Bank of New York, a New York banking
         corporation, or its successor, in its capacity as indenture trustee
         under the Senior Notes Indenture.

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

         "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
         copyrights, technology, software, know-how and processes used in or
         necessary for the conduct of the business of the Credit Parties as
         currently conducted or anticipated to be conducted that are material to
         the condition (financial or otherwise), business or operations of the
         Credit Parties, taken as a whole.

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

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

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

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

         "LC AGENT" means Standard Chartered Bank in its capacity as agent for
         the LC Participants under the Letter of Credit Agreement.

         "LC ISSUER" means Standard Chartered Bank in its capacity as issuer of
         letters of credit under the Letter of Credit Agreement.

         "LC PARTICIPANTS" means the Persons from time to time designated as
         such participants under the DIP Letter of Credit Agreement.

                                      -14-

<PAGE>

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

         "LENDER PARTIES" means the Term Lender Agent and all Term Lenders.

         "LETTER OF CREDIT AGREEMENT" means the Letter of Credit Agreement,
         dated as of the date hereof, among the Borrowers, the Guarantors, the
         LC Participants, the LC Issuer, the LC Agent, and the Collateral Agent,
         as amended, amended and restated, supplemented, or otherwise modified
         from time to time pursuant to which the participants thereunder will
         make available to the Borrowers a letter of credit facility not to
         exceed at any one time outstanding $325,000,000.

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

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

         "MAJORITY TERM LENDERS" means the Term Lenders whose aggregate
         Percentage Shares exceed fifty percent (50%) plus, so long as (i)
         Lehman is the Term Lender Agent and (ii) Lehman Commercial Paper, Inc.
         or any other Affiliate of Lehman is the beneficial holder of at least
         twenty-percent of the aggregate outstanding Term Loans, Lehman, in its
         capacity as Term Lender Agent.

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

                                      -15-

<PAGE>

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

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

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

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

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

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

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

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

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

         "NYMEX" means the New York Mercantile Exchange.

         "OBLIGATION" means any part of the Obligations.

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

         "OFFSETTING POSITION" means any offsetting sale or SCTSC Purchase
         Agreements, an offsetting NYMEX contract, an offsetting physical
         inventory position (excluding tank bottoms and pipeline linefill
         inventory classified as a long term asset and working

                                      -16-

<PAGE>

         inventory not held for resale) or an offsetting swap, collar or option
         contract, in each case eliminating price risk and substantially all
         basis risk.

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

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

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

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

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERCENTAGE SHARE" means, with respect to any Term Lender (1) when used
         in Section 2(a), the percentage set forth such Term Lender's name on
         the Term Lender Schedule hereto and (2) when used otherwise, the
         percentage obtained by dividing (A) the sum of the unpaid principal
         balance of such Term Lender's Term Loans at the time in question by (B)
         the sum of the aggregate unpaid principal balance of all Term Loans at
         such time.

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

         (i)      the bona fide application of "fresh start" accounting
         promulgated under SOP 90-7 from time to time in accordance with GAAP;
         provided that, in the case of determining compliance with the covenant
         set forth in Section 10(p), application of "fresh start" accounting
         shall not include the changes set forth on the schedule of "fresh
         start" accounting changes attached to the Closing Date Certificate, but
         shall include any other changes resulting solely from the bona fide
         application of "fresh start" accounting promulgated under SOP 90-7 from
         time to time in accordance with GAAP (it being understood that it is
         the intent of the parties hereto to exclude any changes resulting
         solely from the bona fide application of "fresh start" accounting in
         the determination of covenant compliance in Section 7);

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

                                      -17-

<PAGE>

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

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

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

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

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

         "PERMITTED LIEN" shall mean any of the following:

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

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

         (iii)    Liens under or with respect to accounts with brokers or
                  counterparties with respect to the following commodity
                  accounts maintained by EOTT OLP with Refco, L.L.C.: Account
                  Nos. 1725 43979; 1725 65803; 1725 67320; 1725 67543; 1725
                  72336; 1725 72611; 1725 67544 and 67544M; and L610 54999 (for
                  transactions effected with or through United Energy, Inc.),
                  consisting of cash, commodities or futures contracts, options,
                  securities, instruments and other like assets;

         (iv)     deposits of cash or securities to secure the performance of
                  bids, trade contracts (other than for borrowed money), leases,
                  statutory or regulatory obligations,

                                      -18-

<PAGE>

                  surety and appeal bonds, performance bonds and other
                  obligations of a like nature incurred in the ordinary course
                  of business;

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

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

         vii)     Liens permitted by the Security Documents;

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

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

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

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

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

         "POST-CONFIRMATION PROJECTIONS" shall have the meaning set forth in
         Section 2(c)(i)(9)].

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

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

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

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

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

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

                                      -19-

<PAGE>

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

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

         "REGISTER" has the meaning set forth in Section 15(e).

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

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

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

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

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

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

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

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

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

         "SECURITY DOCUMENTS" means the Intercreditor Agreement, the instruments
         listed in the Security Schedule and all other security agreements,
         deeds of trust, mortgages, chattel mortgages, pledges, guaranties,
         financing statements, continuation statements, extension

                                      -20-

<PAGE>

         agreements, Control Agreements and other agreements or instruments now,
         heretofore or hereafter delivered by any Credit Party to the Collateral
         Agent in connection with this Agreement or any transaction contemplated
         hereby to secure or guarantee the payment of any part of the
         Obligations or the performance of any Credit Party's other duties and
         obligations under the Credit Documents.

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

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

         "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.

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

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

         "TERM LENDER AGENT" has the meaning set forth in the preamble.

         "TERM LENDERS" each signatory hereto other than any Credit Party that
         is a party hereto and other than Lehman, in its capacity as Term Lender
         Agent, and the successors of each such party.

         "TERM LENDER SCHEDULE" means Schedule I hereto.

         "TERM LOANS" has the meaning set forth in Section 2(a)(i).

         "TERM LENDER AGENT'S SPECIAL COUNSEL" means Thompson & Knight L.L.P. or
         such other counsel as may be approved by the Term Lender Agent.

         "TERM NOTES" means the promissory notes of Borrowers dated the date
         hereof and made payable to the order of Term Lenders in accordance with
         their respective Percentage Shares, all of which shall evidence the
         aggregate joint and several Indebtedness of Borrowers in respect of the
         Term Loans.

                                      -21-

<PAGE>

         "TERMINATION DECLARATION DATE" means the earlier to occur of (i) the
         date on which the Term Lender Agent declares all Obligations to be due
         and payable on account of an Event of Default and (ii) the Maturity
         Date.

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

         "TIER-A OBLIGATIONS" shall have the meaning set forth in the
         Intercreditor Agreement.

         "TIER-B OBLIGATIONS" shall have the meaning set forth in the
         Intercreditor Agreement.

         "TIER-A TERM LOANS" means Term Loans in the aggregate principal amount
         of $50,000,000 evidenced, or to be evidenced, by Term Notes in the form
         of Exhibit A-1.

         "TIER-B TERM LOANS" means Term Loans in the aggregate principal amount
         of $25,000,000 evidenced, or to be evidenced, by Term Notes in the form
         of Exhibit A-2.

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

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

         "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.

                                      -22-

<PAGE>

         2.       THE TERM LOANS.

                  (a)      Commitment to Lend; Notes.

                  (i)      Subject to the terms and conditions hereof, each Term
         Lender agrees to exchange its DIP Loans and the promissory notes
         evidencing such DIP Loans, for new term loans maturing on the Maturity
         Date (collectively, the "TERM LOANS") and new Term Notes, in the same
         principal amounts, provided that such exchange must occur on or before
         March 1, 2003.

                  (ii)     The obligation of Borrowers to repay to each Term
         Lender the amount of the Term Loans owed to such Term Lender, together
         with interest accruing in connection therewith, shall be evidenced by
         two Term Notes made by Borrowers payable to the order of such Term
         Lender in the form of Exhibit A-1 and Exhibit A-2 with appropriate
         insertions. One such Note will evidence two-thirds of such Term
         Lender's Term Loans, will be in the form of Exhibit A-1 and will state
         that it is a "Tier-A Term Note". The other Note will evidence one-third
         of such Term Lender's Term Loans, will be in the form of Exhibit A-2
         and will state that it is a "Tier-B Term Note." Interest on each Term
         Note shall accrue as provided herein and therein. The Obligations shall
         be due and payable as provided in the Term Notes and herein. Borrowers
         shall be jointly and severally liable for the payment of the
         Obligations.

                  (b)      Requesting Term Loans. The Borrower Representative
         must give to each Term Lender a written request for the exchange of
         Term Loans to be received by the Term Lender Agent on or before the
         Closing Date. Such written request must be made in the form and
         substance of the Borrowing Notice attached hereto as Exhibit B, duly
         completed. If all conditions precedent to the Term Loans have been met,
         each Term Lender will on the date requested make the exchange described
         in subsection (a)(i) above as provided herein.

                  (c)      Conditions Precedent to Extension of Credit.

                  (i)      Extension of Credit. No Term Lender has any
         obligation to make its Extension of Credit unless the following
         conditions precedent have been satisfied:

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

                                      -23-

<PAGE>

                           achieved substantial completion as described in
                           Section 17.1 of the Reorganization Plan.

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

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

                  (4)      Other Agreements. Each of the Letter of Credit
                           Agreement and the Purchase Agreements shall have been
                           executed by the Borrowers and the other parties
                           thereto, shall be in full force and effect and shall
                           be in form and substance satisfactory to the Term
                           Lender Agent.

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

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

                  (7)      Financial Statements. To the extent not previously
                           received, the Term Lender Agent shall have received
                           (A) the Initial Financial Statements

                                      -24-

<PAGE>

                           certified by the chief financial officer of EOTT LLC
                           as accurately reflecting the financial position of
                           the Credit Parties as of the date of, and for the
                           periods covered by, such financial statements
                           (subject to changes resulting from normal and
                           recurring adjustments made in conformity with GAAP)
                           and (B) such receivables analyses as the Term Lender
                           Agent shall request, in each case in form and
                           substance satisfactory to the Term Lender Agent.

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

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

                                      -25-

<PAGE>

                           Schedule, setting forth the Security Documents, which
                           schedule shall be satisfactory to the Term Lender
                           Agent, and (2) the Disclosure Schedule referred to in
                           the first sentence of this Section 2(d)(i)(9).

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

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

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

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

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

                  (15)     Equity Structure and Corporate Governance. All
                           aspects of the equity ownership and corporate and
                           operational governance of the Credit Parties
                           (including the composition of each Credit Party's
                           respective Governing

                                      -26-

<PAGE>

                           Body and other management and the terms of any
                           management agreements), to the extent not expressly
                           set forth in the Reorganization Plan or referred to
                           in clause (13) of this Section 2(f), shall be
                           satisfactory to the Term Lender Agent. In addition,
                           Term Lender Agent shall have been provided with true
                           and correct copies of all documents with respect to
                           the Credit Parties' existing or proposed capital
                           structure (both debt and equity or other interests)
                           and shall be satisfied with the terms and provisions
                           thereof.

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

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

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

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

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

                                      -27-

<PAGE>

                  (21)     Payment of Fees. The Borrowers shall have paid to the
                           Term Lender Agent, for the account of the Term
                           Lenders and the Term Lender Agent, as applicable, all
                           accrued and unpaid fees, costs and expenses incurred
                           by the Term Lenders and the Term Lender Agent to the
                           extent invoiced.

                  (22)     Security Interests in Personal and Mixed Property.
                           The Collateral Agent shall have received evidence
                           satisfactory to it that each Credit Party shall have
                           taken or caused to be taken all such actions,
                           executed and delivered or caused to be executed and
                           delivered all such agreements, documents and
                           instruments, and made or caused to be made all such
                           filings and recordings (other than the filing or
                           recording of items described in clauses (C) and (D)
                           below) that may be necessary or, in the opinion of
                           the Collateral Agent, desirable in order to create in
                           favor of the Collateral Agent, for the benefit of the
                           Secured Parties a valid and (upon such filing and
                           recording) perfected first-priority Lien in the
                           Collateral. Such actions shall include, without
                           limitation, the following:

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

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

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

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

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

                                      -28-

<PAGE>

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

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

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

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

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

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

                  (25)     No Litigation. No litigation, investigation or
                           inquiry by any entity (private or governmental) shall
                           be pending or threatened with respect to this
                           Agreement, any of the transactions contemplated
                           hereby or any documentation executed in connection
                           herewith, or with respect to any material debt of the
                           Borrowers or the Guarantors which is to remain

                                      -29-

<PAGE>

                           outstanding after the Closing Date, or which the Term
                           Lender Agent shall determine could cause a Material
                           Adverse Change.

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

                  (27)     Enron Settlement Agreement. The performance of all
                           actions required to consummate the Enron Settlement
                           Agreement (including the payment of any amounts due
                           the Enron Parties under the Enron Settlement
                           Agreement, the execution of any required documents,
                           and the delivery of any required instruments or other
                           documents) shall have occurred to the satisfaction of
                           the Term Lender Agent.

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

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

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

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

                                      -30-

<PAGE>

                           Line Company, Cause No. CV438000, District Court of
                           Midland County, Texas, 385th Judicial District;
                           Jimmie B. Cooper and Shryl S. Cooper vs. Texas-New
                           Mexico Pipe Line Company, Inc., EOTT Energy Pipeline
                           Limited Partnership and Amerada Hess Corporation,
                           Case No. CIV 01-1321 M/JHG, United States District
                           Court for the District of New Mexico; Bernard
                           Lankford and Bette Lankford vs. Texas-New Mexico Pipe
                           Line Company, TXNMX and EOTT Energy Pipeline Limited
                           Partnership, Cause No. CV11176, County Court at Law
                           of Midland County, Texas; Richard D. Warden and Nancy
                           J. Warden vs. EOTT Energy Pipeline Limited
                           Partnership and EOTT Energy Corp., Case No.
                           CIV-02-370 L, United States District Court for the
                           Western District of Oklahoma; Jimmie T. Cooper and
                           Betty P. Cooper vs. Texas-New Mexico Pipe Line
                           Company, Inc., EOTT Energy Pipeline Limited
                           Partnership, and EOTT Energy Corp., Case No.
                           D-0101-CV-2002-02122, 1st Judicial District Court,
                           Santa Fe County, New Mexico.

                  (32)     Letter of Credit Agreement. The Letter of Credit
                           Agreement, satisfactory to the Term Lender Agent and
                           the Term Lenders shall concurrently be executed.

                  (33)     Funding Conditions. All the conditions precedent to
                           extension of credit under the Letter of Credit
                           Agreement shall concurrently be satisfied or waived.

                  (34)     Fees. The Term Lenders shall have received payment of
                           the fees described in Section 2(g)(iii) and (iv) of
                           this Agreement.

                  (ii)     Extension of Credit. In addition to the foregoing, no
Term Lender has any obligation to make the Extension of Credit unless the
following conditions precedent have been satisfied:

                  (1)      Representations True; No Event of Default. Each of
                           the representations and warranties of any of the
                           Credit Parties contained in this Agreement, the other
                           Credit Documents or in any document or instrument
                           delivered pursuant to or in connection with this
                           Agreement shall be true as of the time which they
                           were made and shall also be true at and as of the
                           time of the making of the Extension of Credit, with
                           the same effect as if made at and as of that time
                           (except to the extent that such representations and
                           warranties relate expressly to an earlier date) and
                           no Default or Event of Default shall have occurred
                           and be continuing or would result from the making of
                           the Extension of Credit.

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

                  (3)      No Legal Impediment. No change shall have occurred in
                           any Law or regulations thereunder or interpretations
                           thereof that in the opinion of any

                                      -31-

<PAGE>

                           Term Lender would make it illegal for such Term
                           Lender to make such Extension of Credit.

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

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

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

                  (e)      Mandatory Prepayments.

                  (i)      The Borrowers shall make any prepayment or other
         payment required from time to time under the Intercreditor Agreement.

                  (ii)     If any Credit Party or any Subsidiary of any Credit
         Party shall receive or be entitled to receive any proceeds with respect
         to any sale or issuance by such Person of (a) any Indebtedness not
         permitted by Section 10(a) or (b) any additional equity (other than as
         described in clause (b) of the definition of Permitted Capital
         Expenditures), the Borrowers shall pay to the Collateral Agent, an
         amount equal to such proceeds to be applied in accordance with the Cash
         Waterfall.

                  (iii)    If at any time any Credit Party or any Subsidiary of
         any Credit Party shall receive or be entitled to receive proceeds of
         any Designated Assets, the Borrowers shall pay to the Collateral Agent,
         an amount equal to such proceeds, to be applied by the Collateral Agent
         in accordance with the Cash Waterfall.

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

                                      -32-

<PAGE>

                  (f)      Optional Prepayment of Term Loans. The Borrowers may,
upon five Business Days' notice to the Term Lender Agent (and the Term Lender
Agent will promptly give notice to the other Term Lenders), from time to time
and without premium or penalty, prepay the Term Loans in whole or in part, so
long as the aggregate amount of all partial prepayments of principal on the Term
Loans equals $5,000,000 or any higher integral multiple thereof. Any amounts
prepaid pursuant to this Section shall be in addition to, and not in lieu of,
all payments otherwise required to be paid under the Credit Documents at the
time of such prepayment. Any such payment will be paid to the Collateral Agent
for application in accordance with the Cash Waterfall and, in any event, shall
be applied first to the Tier-A Term Loans and then to the Tier-B Term Loans.

                  (g)      Interest Rates and Fees.

                  (i)      The Obligations under the Term Notes shall bear
         interest as provided therein.

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

                  (iii)    In consideration of each Term Lender's commitment to
         exchange its DIP Loans for the Term Loans, Borrowers will pay to Term
         Lender Agent, for the account of each Term Lender in accordance with
         such Term Lender's Percentage Share, an extension fee in the aggregate
         amount of $750,000, which fee shall be fully earned and due and payable
         on the Closing Date.

                  (v)      Pursuant to Section 2(g)(v) of the DIP Term Loan
         Agreement, Borrowers agreed to pay to Term Lender Agent, for the
         account of each Term Lender in accordance with such Term Lender's
         Percentage Share, a deferred financing fee in the aggregate amount of
         $2,000,000, on the effective date of the Reorganization Plan. Borrower,
         Term Lender Agent and the Term Lenders agree that such fee shall be
         paid on, at Borrower's option, either (1) the Closing Date or (2) the
         earlier to occur of (A) the Maturity Date and (B) the date the Term
         Loans are paid in full (whether by prepayment or upon acceleration).
         The deferred financing fee shall be fully earned on the Closing Date

3.       PAYMENTS TO TERM LENDERS.

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

                                      -33-

<PAGE>

the Credit Document under which such payment is due. Each payment under a Credit
Document shall be due and payable at the place provided therein. The Collateral
Agent shall distribute all money so collected or received in accordance with the
Cash Waterfall.

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

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

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

                  (2)      second, for the payment of interest on the Tier-A
                           Term Loans which is then due;

                  (3)      third, to the payment of required principal payments
                           on the Tier-A Term Loans which are then due;

                  (4)      fourth, to the payment of interest on the Tier-B Term
                           Loans which is then due;

                  (5)      fifth, to the payment of required principal payments
                           on the Tier-B Term Loans which are then due; and

                  (6)      last, for the payment or prepayment of any other
                           Obligations.

         If any Term Lender owes payments to the Term Lender Agent hereunder,
         any amounts otherwise distributable under this Section to such Term
         Lender shall be deemed to belong to Term Lender Agent to the extent of
         such unpaid payments, and the Term Lender Agent shall apply such
         amounts to make such unpaid payments rather than distribute such
         amounts to such Term Lender. All distributions of amounts described in
         subsections 2 through 5 shall be made by Term Lender Agent to each Term
         Lender in accordance with such Term Lender's Percentage Share.

                  (d)      Capital Reimbursement. If either (i) the introduction
or implementation of or the compliance with or any change in or in the
interpretation of any Law or (ii) the introduction or implementation of or the
compliance with any request, directive or guideline from any central bank or
other governmental authority (whether or not having the force of Law) affects or
would affect the amount of capital required or expected to be maintained by any
Lender Party or any Person controlling any Lender Party, then, within five
Business Days after

                                      -34-

<PAGE>

demand by such Lender Party, Borrowers will pay to such Lender Party, from time
to time as specified by such Lender Party, such additional amount or amounts as
such Lender Party shall determine to be appropriate to compensate such Lender
Party or any Person controlling such Lender Party in light of such
circumstances, to the extent that such Lender Party reasonably determines that
the amount of any such capital would be increased or the rate of return on any
such capital would be reduced by, or in whole or in part based on, the existence
of the face amount of such Lender Party's Term Loans.

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

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

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

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

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

                  (f)      Notice; Change of Applicable Lending Office. A Lender
Party shall notify the Borrower Representative of any event occurring after the
date of this Agreement that will entitle such Lender Party to compensation under
Section 3(d) or (e) as promptly as practicable, but in any event within 90 days
after such Lender Party obtains actual knowledge thereof; provided, however,
that (i) if such Lender Party fails to give such notice within 90 days after it
obtains actual knowledge of such an event, such Lender Party shall, with respect
to compensation payable pursuant to Section 3(d) or (e) in respect of any costs
or compensation resulting from such event, only be entitled to payment under
Section 3(d) or (e) for costs or compensation incurred from and after the date
90 days prior to the date that such Lender Party does give such notice and (ii)
such Lender Party will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, such compensation

                                      -35-

<PAGE>

and will not, in the sole determination of such Lender Party, be disadvantageous
to such Lender Party, except that such Lender Party shall have no obligation to
designate an Applicable Lending Office located outside the United States of
America. Each Lender Party will furnish to the Borrower Representative a
certificate setting forth the basis and amount of each request by such Lender
Party for compensation under Section 3 (d) or (e).

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

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

                  (ii)     All payments on account of the principal of, and
         interest on, each Lender Party's Term Loan, and all other amounts
         payable by Borrowers to any Lender Party hereunder, shall be made in
         full without set-off or counterclaim and shall be made free and clear
         of and without deductions or withholdings of any nature by reason of
         any Reimbursable Taxes, all of which will be for the account of
         Borrowers. In the event of Borrowers being compelled by Law to make any
         such deduction or withholding from any payment to any Lender Party,
         Borrowers shall pay on the due date of such payment, by way of
         additional interest, such additional amounts as are needed to cause the
         amount receivable by such Lender Party after such deduction or
         withholding to equal the amount which would have been receivable in the
         absence of such deduction or withholding. If Borrowers shall make any
         deduction or withholding as aforesaid, Borrowers shall within 60 days
         thereafter forward to such Lender Party an official receipt or other
         official document evidencing payment of such deduction or withholding.

                  (iii)    Notwithstanding the foregoing provisions of this
         Section, Borrowers shall be entitled, to the extent they are required
         to do so by Law, to deduct or withhold (and not to make any
         indemnification or reimbursement for) income or other similar taxes
         imposed by the United States of America (other than any portion thereof
         attributable to a change in federal income tax Laws effected after the
         date hereof) from interest, fees or other amounts payable hereunder for
         the account of any Lender Party, other than Lender Party (A) who is a
         U.S. person for Federal income tax purposes or (B) who has the
         Prescribed Forms on file with the Term Lender Agent (with copies
         provided to the Borrower Representative) for the applicable year to the
         extent deduction or withholding of such taxes is not required as a
         result of the filing of such Prescribed Forms; provided, however, that
         if Borrower shall so deduct or withhold any such taxes, it shall
         provide a statement to the Term Lender Agent and such Lender Party,
         setting forth the amount of such taxes so deducted or withheld, the
         applicable rate and any other information or documentation which such
         Lender Party may request for assisting such Lender Party to

                                      -36-

<PAGE>

         obtain any allowable credits or deductions for the taxes so deducted or
         withheld in the jurisdiction or jurisdictions in which such Lender
         Party is subject to tax. As used in this Section, "PRESCRIBED FORMS"
         means such duly executed forms or statements, and in such number of
         copies, which may, from time to time, be prescribed by Law and which,
         pursuant to applicable provisions of (i) an income tax treaty between
         the United States and the country of residence of such Lender Party
         providing the forms or statements, (ii) the Tax Code or (iii) any
         applicable rules or regulations thereunder, permit Borrowers to make
         payments hereunder for the account of such Lender Party free of such
         deduction or withholding of income or similar taxes.

4.       INTENTIONALLY OMITTED.

5.       INTENTIONALLY OMITTED.

6.       INTENTIONALLY OMITTED.

7.       OTHER ACTIONS OF CREDIT PARTIES.

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

                  (b)      Each Credit Party shall at any time and from time to
                           time take such steps as the Collateral Agent may
                           request with respect to the creation and perfection
                           of valid, enforceable, first priority mortgage Liens
                           on and/or security interests in any real property or
                           fixtures included in the Collateral owned or leased
                           by such Credit Party, including, without limitation,
                           (i) the execution, delivery, acknowledgement, filing
                           and recordation of such mortgages, deeds of trust,
                           fixture filings and similar instruments as the
                           Collateral Agent deems necessary or desirable to the
                           granting of a valid, enforceable first priority
                           mortgage Lien on any such property or fixtures and
                           (ii) the delivery of such mortgagee's title insurance
                           (other than with respect to the real property
                           underlying pipelines, to the extent not typically
                           obtained by lenders taking a lien in similar assets),
                           title opinions and other legal opinions as the
                           Collateral Agent deems necessary or desirable to
                           better confirm the granting to the Collateral Agent
                           by the applicable Credit

                                      -37-

<PAGE>

                           Party of such Lien on such Credit Party's real
                           property or fixtures included in the Collateral owned
                           or leased by such Credit Party.

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

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

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

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

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

                                      -38-

<PAGE>

                  (d)      Except as set forth in Section 8(d) of the Disclosure
                           Schedule such Credit Party is in compliance with the
                           requirements of all applicable laws, rules,
                           regulations and orders of any governmental authority
                           or Tribunal relating to its business as presently
                           conducted or contemplated and relating to all real
                           estate formerly or presently owned, operated or
                           leased by any Credit Party, including, without
                           limitation, all permits, licensing and approval
                           requirements; ERISA; the Tax Code; all limitations,
                           restrictions, conditions, standards, prohibitions,
                           requirements, obligations, schedules and timetables
                           contained in any Environmental Law, or in any
                           regulation, code, plan, order, decree, judgment,
                           injunction, notice or demand letter issued, entered,
                           promulgated or approved thereunder, except to the
                           extent that any such non-compliance (alone or in the
                           aggregate with other such instances of
                           non-compliance) could not result in a Material
                           Adverse Change.

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

                  (f)      The execution and delivery by such Credit Party of
                           the Credit Documents to which it is a party, the
                           performance by such Credit Party of its obligations
                           under such Credit Documents and the consummation of
                           the transactions contemplated by the various Credit
                           Documents do not and will not (i) except as set forth
                           in Section 8(f) of the Disclosure Schedule, conflict
                           with any provision of (1) any Law, or (2) the
                           Organizational Documents of such Credit Party, (ii)
                           conflict with the terms of or result in a breach or
                           default under any material contract, indenture,
                           lease, license or other agreement to which such
                           Credit Party is party or (iii) result in or require
                           the creation of any Lien upon any assets or
                           properties of such Credit Party or any of its
                           Affiliates, except as expressly contemplated in the
                           Credit Documents. Except as expressly contemplated in
                           the Credit Documents, no permit, consent, approval,
                           authorization or order of and no notice to or filing,
                           registration or qualification with, any Tribunal or
                           third party is required in connection with the
                           execution, delivery or performance by such Credit
                           Party of any Credit Document or to consummate any
                           transactions contemplated by the Credit Documents,
                           other than consents, approvals, authorizations or
                           orders that have been obtained or notices given or
                           filings made prior to the date hereof.

                  (g)      Such Credit Party's place of incorporation,
                           organization or formation, as applicable, is the
                           State of Delaware, and its principal place of
                           business and

                                      -39-

<PAGE>

                           chief executive office, where its records are
                           maintained are disclosed on the signature page
                           hereto. Except as set forth in Section 8(g) of the
                           Disclosure Schedule, such Credit Party does not use
                           any trade styles, trade names or fictitious
                           partnership names.

                  (h)      All filings, assignments, pledges and deposits of
                           documents or instruments will have been made and all
                           other actions have been taken that are necessary or
                           advisable (other than, as of the Closing Date, the
                           filing or recording of such UCC financing statements,
                           mortgages, deeds of trust, fixture filings and other
                           documents evidencing security interests and Liens in
                           favor of the Collateral Agent as have been delivered,
                           in form and substance satisfactory, to the Term
                           Lender Agent on or prior to the Closing Date), under
                           applicable law, to establish and perfect the
                           Collateral Agent's first-priority security interest
                           in and Liens on the Collateral. The Collateral and
                           the Collateral Agent's rights with respect to the
                           Collateral are not subject to any set-off, claims,
                           recoupment, withholdings or other defenses. The
                           Credit Parties are the owners of the Collateral, free
                           from any lien, security interest, encumbrance or any
                           other claim of demand except for Permitted Liens.

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

                  (j)      Except as set forth in Section 8(j) of the Disclosure
                           Schedule: (a) no Termination Event has occurred with
                           respect to any ERISA Plan and all ERISA Affiliates
                           are in compliance with ERISA in all material
                           respects, (b) no ERISA Affiliate is required to
                           contribute to, or has any other absolute or
                           contingent Liability in respect of, any
                           "multiemployer plan" as defined in Section 4001 of
                           ERISA, and (c) no "accumulated funding deficiency"
                           (as defined in Section 412(a) of the Tax Code) exists
                           with respect to any ERISA Plan, whether or not waived
                           by the Secretary of the Treasury or his delegate and
                           the current value of each ERISA Plan's benefits does
                           not exceed the current value of such ERISA Plan's
                           assets available for the payment of such benefits.

                  (k)      Except as set forth in Section 8(k) of the Disclosure
                           Schedule:

                  (i)      No notice, notification, demand, request for
                           information, citation, summons, order, notice of
                           violation, or notice of non-compliance has been
                           issued, no complaint, consent order or consent decree
                           has been filed, no fine or penalty has been assessed
                           and no investigation or review is pending or
                           threatened by any Tribunal or any other Person with
                           respect to any of the following: (A) any alleged
                           generation, treatment, storage, recycling,
                           transportation, disposal or Release of any Hazardous
                           Materials, either by any Credit Party or on any
                           property owned by such Credit Party, (B) any

                                      -40-

<PAGE>

                           remedial action that might be needed to respond to
                           any such alleged generation, treatment, storage,
                           recycling, transportation, disposal or Release (C)
                           any alleged failure by any Credit Party to have any
                           permit, license or authorization required in
                           connection with the conduct of its business or with
                           respect to any such generation, treatment, storage,
                           recycling, transportation, disposal or Release or (D)
                           the failure of any Credit Party to comply in any
                           manner and to any extent with any Environmental Law.

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

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

                  (iv)     Each Credit Party represents and warrants that:

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

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

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

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

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

                  (vi)     Any Hazardous Substances that have been generated by
                           any Credit Party business or at any properties
                           presently or formerly owned, operated or leased by
                           any Credit Party have, if required pursuant to
                           applicable Environmental Laws, been transported
                           offsite only by carriers having an identification
                           number issued by the EPA (or the equivalent thereof
                           in any

                                      -41-

<PAGE>

                           foreign jurisdiction), and treated or disposed of
                           only by treatment or disposal facilities maintaining
                           valid permits as required under applicable
                           Environmental Laws, which transporters and facilities
                           have been and are, to the best of the Credit Parties'
                           knowledge, operating in compliance with such permits
                           and applicable Environmental Laws, other than as
                           could not, alone or in the aggregate, result in a
                           Material Adverse Change.

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

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

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

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

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

                                      -42-

<PAGE>

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

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

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

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

                  (q)      Other than as set forth in Section 8(q) of the
                           Disclosure Schedule, no Credit Party has any
                           outstanding Liabilities of any kind (including
                           contingent obligations, tax assessments and unusual
                           forward or long-term commitments) which are, in the
                           aggregate, material to such Credit Party or material
                           with respect to EOTT LLC's Consolidated financial
                           condition.

                  (r)      Other than as set forth in Section 8(r) of the
                           Disclosure Schedule, no Credit Party is subject to or
                           restricted by any franchise, contract, deed,
                           Organizational Document restriction or other
                           instrument or restriction that could cause a Material
                           Adverse Change.

                  (s)      No certificate, statement or other information
                           delivered herewith or heretofore by any Credit Party
                           to the Term Lender Agent or to any Lender Party in
                           connection with this Agreement or any other Credit
                           Document or in connection with any transaction
                           contemplated herein or therein contains any untrue
                           statement of a material fact or omits to state any
                           material fact necessary to make the statements
                           contained herein or therein, in light of the
                           circumstances under which they were made, not
                           misleading as of the date made or deemed made. All
                           written information furnished after the date hereof
                           by or on behalf of any Credit Party to the Lender
                           Parties in

                                      -43-

<PAGE>

                           connection with this Agreement or any other Credit
                           Documents, or the transactions contemplated hereby or
                           thereby will be true, complete and accurate in every
                           material respect in light of the circumstances in
                           which made, or based on reasonable estimates on the
                           date as of which such information is stated or
                           certified. There is no fact known to any Credit Party
                           that has not been disclosed to the Term Lender Agent
                           that could cause a Material Adverse Change.

                  (t)      Other than as set forth in Section 8(t) of the
                           Disclosure Schedule: (i) there are no actions, suits
                           or legal, equitable, arbitrative or administrative
                           proceedings pending or, to the knowledge of any
                           Credit Party threatened, against any Credit Party or
                           affecting any Collateral (including, without
                           limitation, any that challenge or otherwise pertain
                           to any Credit Party's title to any Collateral) before
                           any Tribunal and (ii) there are no outstanding
                           judgments, injunctions, writs, rulings or orders by
                           any such Tribunal against any Credit Party or any
                           Credit Party's stockholders, partners, directors or
                           officers or affecting any Collateral, that in either
                           case could result in a Material Adverse Change.

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

                  (v)      Neither EOTT LLC nor any Credit Party presently has
                           any Subsidiary or owns any capital stock in any other
                           corporation or association except those listed in
                           Section 8(v) of the Disclosure Schedule. No Credit
                           Party is a member or partner of any general or
                           limited partnership, limited liability company, joint
                           venture or association of any type whatsoever except
                           those listed in Section 8(v) of the Disclosure
                           Schedule. Each of the Credit Parties owns, directly
                           or indirectly, the entire equity interest in each of
                           its Subsidiaries listed in Section 8(v) of the
                           Disclosure Schedule.

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

                                      -44-

<PAGE>

                  (x)      Section 8(x) of the Disclosure Schedule contains a
                           complete and correct list, as of the date of this
                           Agreement, of each credit agreement, loan agreement,
                           indenture, purchase agreement, guaranty or other
                           arrangement providing for or otherwise relating to
                           any Indebtedness or any extension of credit (or
                           commitment for any extension of credit), or guaranty
                           by, any Credit Party, or to which any Credit Party is
                           subject, in excess of $1,000,000 with respect to any
                           single Person and such Person's Affiliates taken as
                           whole, other than the Credit Documents. The aggregate
                           principal or face amount outstanding or that may
                           become outstanding under each such arrangement is
                           correctly described in Section 8(x) of the Disclosure
                           Schedule.

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

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

                  (aa)     Section 8(aa) of the Disclosure Schedule contains a
                           complete and correct list, as of the date of this
                           Agreement, of each commodity, investment, securities
                           and deposit account opened or maintained by each of
                           the Credit Parties.

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

                  (cc)     No "Default or "Event of Default" (as each such term
                           is defined in the Senior Notes Indenture) has
                           occurred and is continuing, and there exists

                                      -45-

<PAGE>

                           no event or circumstance that, with the passage of
                           time or giving of notice could result in a "Default"
                           or "Event of Default" (as defined in the Senior Notes
                           Indenture).

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

9.       AFFIRMATIVE COVENANTS. To conform with the terms and conditions under
which each Term Lender is willing to have its Extension of Credit outstanding to
Borrower, and to induce each Term Lender to enter into this Agreement and to
make an Extension of Credit, the Credit Parties covenant and agree jointly and
severally that until the full and final payment in cash of the Obligations,
unless the Majority Term Lenders have has previously agreed otherwise:

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

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

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

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

                  (i)      As soon as available, and in any event within 120
         days after the end of each Fiscal Year, commencing with Fiscal Year
         2003 (A) complete Consolidated balance sheets and statements of income
         and cash flows of EOTT LLC as of, or for the period ending, December 31
         of the preceding year, together with all notes thereto, prepared in
         reasonable detail in accordance with GAAP, together with an unqualified
         opinion, based on an audit using generally accepted auditing standards,
         by PricewaterhouseCoopers, or other independent certified public
         accountants selected by EOTT and acceptable to the

                                      -46-

<PAGE>

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

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

                  (iii)    As soon as available, and in any event within 45 days
         after the end of each calendar month, (1) EOTT LLC's unaudited
         Consolidated balance sheet as of the end of such month and an unaudited
         Consolidated statement of EOTT LLC's income for such calendar month,
         all in reasonable detail and prepared in accordance with GAAP, subject
         to changes resulting from normal and recurring adjustments made in
         conformity with GAAP and (2) a volume report in the form of Exhibit G
         hereto to be agreed upon by the parties hereto prior to the Closing
         Date, setting forth for such month aggregate volumes for all marketing
         and pipeline activities of all Credit Parties.

                  (iv)     Together with each set of financial statements
         furnished under subsections (i), (ii) and (iii) above, a certificate in
         the form of Exhibit C signed by the chief financial officer or
         treasurer of EOTT LLC stating that such financial statements are

                                      -47-

<PAGE>

         accurate and complete in all material respects, stating that he or she
         has reviewed the Credit Documents containing the calculations and
         stating that no Default exists at the end of such Fiscal Quarter or
         month, respectively, or at the time of such certificate or specifying
         the nature and period of existence of any such Default.

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

                  (vi)     At such time as provided to the LC Agent, a true,
         correct and complete copy of the Borrowing Base Report provided to the
         LC Agent with such supporting information in detail as may from time to
         time be prescribed by the LC Agent, duly completed and certified by an
         authorized officer of EOTT LLC

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

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

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

                  (x)      Concurrently with the annual renewal of the Credit
         Parties' insurance policies, the Credit Parties shall at their own cost
         and expense, if requested by the Term Lender Agent in writing, cause a
         certificate or report to be issued by the Credit Parties' professional
         insurance consultants or other insurance consultants satisfactory to
         the Term Lender Agent certifying that the Credit Parties' insurance for
         the next succeeding year

                                      -48-

<PAGE>

         after such renewal (or for such longer period for which such insurance
         is in effect) complies with the provisions of this Agreement and the
         Security Documents.

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

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

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

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

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

                  (e)      Other Information and Inspections. In each case,
subject to the last sentence of this Section 9(e), each Credit Party will
furnish to each Term Lender any information that the Term Lender Agent or any
Term Lender may from time to time request concerning any covenant, provision or
condition of the Credit Documents or any matter in connection with the Credit
Parties' businesses and operations. In each case, subject to the last sentence
of this Section 9(e), each Credit Party will permit representatives appointed by
the Term Lender Agent (including independent accountants, auditors, agents,
attorneys, appraisers and any other Persons) to visit and inspect during normal
business hours any of such Credit Party's property, including its books of
account, other books and records and any facilities or other business assets, to
make extra copies therefrom and photocopies and photographs thereof and to write
down and record any information such representatives obtain, and each Credit
Party shall permit the Term Lender Agent or its representatives to investigate
and verify the accuracy of the

                                      -49-

<PAGE>

information furnished to the Term Lender Agent or any Term Lender in connection
with the Credit Documents and to discuss all such matters with its officers,
employees and, upon prior notice to the Borrower Representative, its
representatives. Without limitation of the foregoing, at such reasonable times
and intervals as the Term Lender Agent and the Term Lenders shall request,
Borrowers shall permit the Term Lender Agent and its representatives to conduct
an audit, examination, test and verification of the Collateral and the other
business and assets of the Credit Parties and in connection with such
examination to have full access to and the right to examine, audit, make
abstracts and copies from and inspect the Credit Parties' records, files, books
of account and all other documents, instruments and agreements to which any
Credit Party is a party. Borrowers shall pay all reasonable costs and expenses
of the Term Lender Agent associated with any such audits. Additionally, at
Borrowers' expense, from time to time the Term Lender Agent may require an
inspection of the Collateral in storage at EOTT Terminals to be conducted by an
independent appraiser selected by the Term Lender Agent. Each of the foregoing
audits, inspections and examinations shall be made subject to compliance with
applicable safety standards and the same conditions applicable to any Credit
Party in respect of property of that Credit Party on the premises of Persons
other than a Credit Party or an Affiliate of a Credit Party, and all
information, books and records furnished or requested to be furnished, or of
which copies, photocopies or photographs are made or requested to be made, all
information to be investigated or verified and all discussions conducted with
any officer, employee or representative of any Credit Party shall be subject to
any applicable attorney-client privilege exceptions that the Credit Party
reasonably determines is necessary and to compliance with conditions to
disclosures under non-disclosure agreements between any Credit Party and Persons
other than a Credit Party or an Affiliate of a Credit Party, and subject further
to the express undertaking of each Person acting at the direction of or on
behalf of the Term Lender Agent to be bound by the confidentiality provisions of
Section 17(p).

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

                  (i)      the occurrence of any Material Adverse Change,

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

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

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

                  (v)      the occurrence of any Termination Event,

                                      -50-

<PAGE>

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

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

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

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

                                      -51-

<PAGE>

                  (g)      Maintenance of Properties. Each Credit Party will
maintain, preserve, protect and keep all Collateral and all other property used
or useful in the conduct of its business in good condition (ordinary wear and
tear excepted) and in material compliance with all applicable Laws and will from
time to time make all repairs, renewals and replacements reasonably needed to
enable the business and operations carried on in connection therewith to be
promptly and advantageously conducted at all times.

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

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

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

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

                  (l)      Insurance. Each Credit Party shall at all times carry
insurance for all of its property (irrespective of whether such property is
owned or acquired before, on or after the Closing Date) with financially sound
and reputable insurers, of a character usually carried by responsible Persons
engaged in the same business or a business similarly situated against loss or
damage, of the kinds and in the amounts customarily carried by such Persons and
carry such other insurance as is usually carried by such Persons, including,
without limitation, insurance

                                      -52-

<PAGE>

against its liability for injury to Persons (with the Term Lender Agent, the
Term Lenders and the Collateral Agent named as additional insureds and the
Collateral Agent as loss payee), all in amounts and of the type currently
carried by such Credit Party. All insurance policies covering Collateral shall
be endorsed (i) to provide for payment of losses to the Collateral Agent, (ii)
to provide that such policies may not be canceled or reduced or affected in any
material manner for any reason without 15 days prior notice to the Collateral
Agent and (iii) to provide for any other matters specified in any applicable
Security Document or which the Collateral Agent may require.

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

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

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

                  (p)      Environmental Matters; Environmental Reviews.

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

                  (ii)     Each Credit Party will promptly furnish to the Term
         Lender Agent all written notices of violation, orders, claims,
         citations, complaints, penalty assessments, suits or other proceedings
         received by any such Credit Party after the date hereof, or of which it
         has notice after the date hereof, pending or threatened against such
         Credit Party, the potential liability of which exceeds $1,000,000 or
         could cause a Material Adverse Change if resolved adversely against
         such Credit Party, by any governmental authority

                                      -53-

<PAGE>

         with respect to any alleged violation of or non-compliance with any
         Environmental Laws or any permits, licenses or authorizations in
         connection with its ownership or use of its properties or the operation
         of its business.

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

                  (q)      Evidence of Compliance. Subject to the last sentence
of Section 9(e), each Credit Party will furnish to each Term Lender at such
Credit Party's expense all evidence which the Term Lender Agent from time to
time requests in writing as to the accuracy and validity of or compliance with
all representations, warranties and covenants made by any Credit Party in the
Credit Documents, the satisfaction of all conditions contained therein and all
other matters pertaining thereto.

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

                  (s)      Newly Created or Acquired Subsidiaries. Each
Subsidiary of EOTT LLC created, acquired or coming into existence after the date
hereof shall, promptly upon the creation, acquisition or formation thereof,
execute and deliver to the Term Lender Agent an instrument of joinder, in form
and substance satisfactory to Term Lender Agent, pursuant to which each new
Subsidiary (i) shall adopt, ratify, confirm and agree to perform and be bound by
Section 13 hereof and the absolute and unconditional guaranty of the timely
repayment of the Obligations and the due and punctual performance of the
obligations of the Borrowers hereunder set forth therein, (ii) shall join the
applicable Security Documents as if such new Subsidiary was an original
signatory thereto, and (iii) shall deliver such other instruments and documents,
including, without limitation, perfection certificates, UCC financing statements
and certificates representing all of the issued and outstanding equity interests
of such new Subsidiary, in each case required to be executed or delivered
pursuant to such Security Documents in order to grant to or maintain the
Collateral Agent's, first-priority perfected security interest in and to the
assets of and the interests issued by such new Subsidiary. EOTT LLC will cause
each such new Subsidiary to deliver to the Term Lender Agent, simultaneously
with its delivery of such an instrument of joinder, written evidence
satisfactory to the Term Lender Agent and its counsel that such Subsidiary has
taken all corporate, limited liability company or partnership action necessary
to duly approve and authorize its execution, delivery and performance of such
instrument and any other documents that it is required to execute.

                  (t)      Compliance with Agreements. Each Credit Party shall
observe, perform or comply with any term or condition under the Reorganization
Plan. In addition, each Credit Party

                                      -54-

<PAGE>

shall observe, perform or comply with any agreement with any Person or any term
or condition of any instrument, if such agreement or instrument is materially
significant to such Credit Party or to EOTT LLC on a Consolidated basis or
materially significant to any Guarantor, unless any such failure to so observe,
perform or comply is remedied within the applicable period of grace (if any)
provided in such agreement or instrument.

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

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

10.      NEGATIVE COVENANTS. To conform with the terms and conditions under
which each Term Lender is willing to have its Extension of Credit outstanding to
Borrowers, and to induce each Term Lender to enter into this Agreement and make
the Extension of Credit, the Credit Parties covenant and agree jointly and
severally that until the full and final payment in cash of the Obligations ,
unless the Majority Term Lenders have previously agreed otherwise:

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

                  (i)      the Obligations;

                  (ii)     Indebtedness arising under Hedging Contracts
         permitted under Section 10(d) or consisting of options, swaps, collars
         and similar instruments that relate to crude oil, refined petroleum
         products or NGLs that satisfy the requirements of subclauses (A), (B)
         and (C) of the proviso to the definition of "Hedging Contracts";

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

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

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

                  (vi)     any Indebtedness outstanding under the Purchase
         Agreements;

                                      -55-

<PAGE>

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

                  (viii)   any Indebtedness existing under the Letter of Credit
Agreement not exceeding $325,000,000 in principal amount;

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

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

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

                  (xii)    Indebtedness under promissory notes payable to the
order of the taxing authorities set forth in Section 10(a) of the Disclosure
Schedule with respect to tax liabilities of the Credit Parties (or their
predecessors, as the case may be) incurred prior to the Closing Date and
provided for in the Reorganization Plan, in aggregate principal amount not
exceeding $9,800,000.

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

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

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

                  (e)      Limitation on Mergers, etc. and Issuances of
Securities. Except as expressly provided in this Section, no Credit Party will
(i) enter into any transaction of merger or

                                      -56-

<PAGE>

consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), (ii) acquire any business or property
from, or capital stock of, or be a party to any acquisition of, any Person
except for (1) purchases of inventory and other property to be sold or used in
the ordinary course of business, and (2) Investments permitted under Section
10(h) or (iii) sell, transfer, lease, exchange, alienate or otherwise dispose
of, in one transaction or a series of transactions, any part of its business or
property, whether now owned or hereafter acquired, except for sales or transfers
not prohibited by Section 10(f). EOTT LLC will not issue any securities other
than membership interests and any options or warrants giving the holders thereof
only the right to acquire such interests. No Subsidiary of EOTT LLC will issue
any additional partnership or limited liability company interests or shares of
its capital stock or other securities or any options, warrants or other rights
to acquire such additional partnership or limited liability company interests or
shares or other securities, except that a direct Subsidiary of a Credit Party
may issue additional partnership or limited liability company interests or
shares or other securities to such Credit Party or to EOTT LLC so long as such
Subsidiary is a Wholly Owned Subsidiary of EOTT LLC after giving effect thereto.
No Subsidiary of a Borrower which is a partnership will allow any diminution of
such Borrower's interest (direct or indirect) therein.

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

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

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

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

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

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

         All proceeds of any such sales shall be paid directly to the Collateral
         Agent as provided for in the Intercreditor Agreement. No Credit Party
         will sell, transfer or otherwise dispose of capital stock of or
         partnership or other interests in any of its Subsidiaries except to
         EOTT LLC or a Wholly Owned Subsidiary of EOTT LLC. No Credit Party will
         discount, sell, pledge or assign any notes payable to it, Accounts or
         future income. The Collateral Agent will, at the Borrower
         Representative's request and expense, execute a release, satisfactory
         to the Borrower Representative and the Term Lender Agent, of any

                                      -57-

<PAGE>

         Collateral so sold, transferred, leased, exchanged, alienated or
         disposed of in compliance with this Section 10(f).

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

                  (h)      Limitation on New Businesses, Investments and Capital
Expenditures. No Credit Party will (i) make any expenditure or commitment or
incur any obligation or enter into or engage in any transaction except in the
ordinary course of business and transactions contemplated by the Purchase
Agreement, (ii) engage directly or indirectly in any business or conduct any
operations except in connection with or incidental to its present businesses and
operations, (iii) make any capital contributions to or other Investments in any
Person, other than Permitted Investments, or (v) make or incur any Capital
Expenditures other than Permitted Capital Expenditures and, to the extent
required to be reflected as a Capital Expenditure pursuant to GAAP, payments
made with respect to the Big Warrior Settlement. All transactions permitted
under this Section are subject to Section 10(f).

                  (i)      Limitation on Credit Extensions. Except for Permitted
Investments and Hedging Contracts permitted under Section 10(d), no Credit Party
will extend credit, make advances or make loans other than normal and prudent
extensions of credit to customers buying goods and services in the ordinary
course of business or to another Credit Party in the ordinary course of
business, which extensions shall not be for longer periods than those extended
by similar businesses operated in a normal and prudent manner.

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

                  (k)      Prohibited Contracts. Except as expressly provided
for in the Credit Documents and as described in the Disclosure Schedule, no
Credit Party will, directly or indirectly, enter into, create or otherwise allow
to exist any contract or other consensual arrangement restricting the ability of
any Subsidiary of EOTT LLC, including but not limited to any Borrower to: (i)
pay dividends or make other distributions, (ii) purchase or redeem equity
interests held in it by any Borrower or EOTT LLC, (iii) repay loans and other
Indebtedness owing by it to any Borrower or EOTT LLC, (iv) transfer any of its
assets to any Borrower or EOTT LLC or (v) create, incur, assume or suffer to
exist any Lien upon its property or assets to

                                      -58-

<PAGE>

secure the Obligations. No Credit Party will enter into any "take-or-pay"
contract or other contract or arrangement for the purchase of goods or services
that obligates it to pay for such goods or service regardless of whether they
are delivered or furnished to it other than contracts for pipeline capacity or
for services in either case reasonably anticipated to be utilized in the
ordinary course of business. No ERISA Affiliate will incur any obligation to
contribute to any "multiemployer plan" as defined in Section 4001 of ERISA that
is subject to Title IV of ERISA. No Credit Party shall prepay the principal of,
or purchase, redeem or otherwise acquire or retire for value, any of the New
Senior Notes.

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

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

                  (n)      Books and Records. No Credit Party shall permit any
material change in the accounting treatment or reporting practices of each
Credit Party from those used in preparation of the financial statements
referenced in Section 9(d), except as required or permitted under GAAP.

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

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

February 28, 2003                  $         0

March 31, 2003                     $         0

April 30, 2003                     $         0

May 31, 2003                       $   750,000

June 30, 2003                      $ 1,678,000

July 31, 2003                      $ 3,403,000

August 31, 2003                    $ 5,098,000

September 30, 2003                 $ 6,551,000

October 31, 2003                   $ 8,680,000
</TABLE>

                                      -59-

<PAGE>

<TABLE>
<CAPTION>
                                        Minimum
Reference Period Ended            Consolidated EBIDA
----------------------            ------------------
<S>                               <C>
November 30, 2003                  $10,440,000

December 31, 2003                  $12,684,000

January 31, 2004                   $15,969,000

February 29, 2004                  $15,670,000

March 31, 2004                     $16,895,000

April 30, 2004                     $16,532,000

May 31, 2004                       $16,531,000

June 30, 2004                      $17,333,000

July 31, 2004                      $16,972,000

August 31, 2004                    $17,386,000

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

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

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

April 30, 2003                      $ 8,500,000

May 31, 2003                        $ 8,500,000

June 30, 2003                       $ 8,500,000

July 31, 2003                       $ 8,500,000

August 31, 2003                     $ 8,500,000

September 30, 2003                  $ 8,500,000

October 31, 2003                    $ 8,500,000

November 30, 2003                   $ 8,500,000

December 31, 2003                   $ 8,500,000

January 31, 2004                    $10,000,000

February 29, 2004                   $10,000,000

March 31, 2004                      $10,000,000

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

                                      -60-

<PAGE>

<TABLE>
<CAPTION>
                                Minimum Consolidated
     Date                        Tangible Net Worth
------------------              --------------------
<S>                             <C>
May 31, 2004                        $10,000,000

June 30, 2004                       $10,000,000

July 31, 2004                       $10,000,000

August 31, 2004                     $10,000,000

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

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

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

February 28, 2003                  0.00 : 1.00

March 31, 2003                     0.00 : 1.00

April 30, 2003                     0.00 : 1.00

May 31, 2003                       0.07 : 1.00

June 30, 2003                      0.16 : 1.00

July 31, 2003                      0.33 : 1.00

August 31, 2003                    0.49 : 1.00

September 30, 2003                 0.62 : 1.00

October 31, 2003                   0.79 : 1.00

November 30, 2003                  0.93 : 1.00

December 31, 2003                  1.11 : 1.00

January 31, 2004                   1.36 : 1.00

February 29, 2004                  1.35 : 1.00

March 31, 2004                     1.36 : 1.00

April 30, 2004                     1.34 : 1.00

May 31, 2004                       1.34 : 1.00

June 30, 2004                      1.40 : 1.00

July 31, 2004                      1.37 : 1.00
</TABLE>

                                      -61-

<PAGE>

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

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

February 28, 2003                   0.78 : 1.00

March 31, 2003                      0.90 : 1.00

April 30, 2003                      0.90 : 1.00

May 31, 2003                        0.90 : 1.00

June 30, 2003                       0.90 : 1.00

July 31, 2003                       0.90 : 1.00

August 31, 2003                     0.90 : 1.00

September 30, 2003                  0.90 : 1.00

October 31, 2003                    0.90 : 1.00

November 30, 2003                   0.90 : 1.00

December 31, 2003                   0.90 : 1.00

January 31, 2004                    0.90 : 1.00

February 29, 2004                   0.90 : 1.00

March 31, 2004                      0.90 : 1.00

April 30, 2004                      0.90 : 1.00

May 31, 2004                        0.90 : 1.00

June 30, 2004                       0.90 : 1.00

July 31, 2004                       0.90 : 1.00
</TABLE>

                  (s) Compliance with Environmental Laws. Other than as set
forth in the Disclosure Schedule, no Credit Party will (a) use or allow the use
of any real property owned, operated or leased by any Credit Party or any
portion thereof for the handling, processing, storage or disposal of Hazardous
Substances, (b) cause or permit to be located on any real property owned,
operated or leased by any Credit Party any underground tank or other underground
storage receptacle for Hazardous Substances, (c) generate any Hazardous
Substances on any real property owned, operated or leased by any Credit Party,
(d) conduct any activity at or use any real property owned, operated or leased
by any Credit Party in any manner so as to cause a release (i.e. releasing,
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping) or threatened release of Hazardous
Substances on, upon or into the environment or (e) otherwise conduct any
activity at or use any real property owned, operated or leased by any Credit
Party, in each case, in any

                                      -62-

<PAGE>

manner that would violate any Environmental Law or cause any Credit Party to
incur or be subject to any liability under any Environmental Law other than
violations and liabilities that could not, in the aggregate, result in a
Material Adverse Change.

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

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

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

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

                  (d)      Any Credit Party fails to duly observe, perform or
                           comply with any covenant, agreement or provision of
                           Section 2(d), Section 2(e), Section 9(f), Section
                           9(k), or Section 10;

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

                  (f)      Any representation or warranty previously, presently
                           or hereafter made or deemed made in writing by or on
                           behalf of any Credit Party in connection with any
                           Credit Document shall prove to have been false or
                           incorrect in any material respect on any date on or
                           as of which made or deemed made, or any Credit
                           Document at any time ceases to be valid, binding and
                           enforceable as warranted in Section 8(b) for any
                           reason other than its release or subordination by all
                           Term Lenders;

                  (g)      Any (x) Credit Party shall default in the payment
                           when due of any principal of or interest on any
                           Indebtedness in excess of $2,500,000 in the aggregate
                           (other than Indebtedness the validity of which is
                           being contested in good faith by appropriate
                           proceedings and for which adequate reserves with
                           respect thereto are maintained on the books of such
                           Credit Party in accordance with GAAP), or (y) any
                           event specified in any note, agreement, indenture,
                           mortgage, deed of trust, security agreement or other

                                      -63-

<PAGE>

                           document evidencing or relating to any such
                           Indebtedness shall occur if the effect of such event
                           is to cause, or (with the giving of any notice or the
                           lapse of time or both) to permit the holder or
                           holders of such Indebtedness (or a trustee or agent
                           on behalf of such holder or holders) to cause, such
                           Indebtedness to become due, or to be prepaid in full
                           (whether by redemption, purchase, offer to purchase
                           or otherwise), prior to its stated maturity;

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

                  (i)      Any Credit Party:

                           (i)      has entered against it a judgment, decree or
                                    order for relief by a court of competent
                                    jurisdiction in an involuntary proceeding
                                    commenced under any applicable bankruptcy,
                                    insolvency or other similar law of any
                                    jurisdiction now or hereafter in effect,
                                    including the Bankruptcy Code, as from time
                                    to time amended, or has any such proceeding
                                    commenced against it, in each case, which
                                    remains undismissed for a period of 60 days;

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

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

                           (iv)     has entered against it a final judgment for
                                    the payment of money in excess of $2,500,000
                                    (in each case not covered by insurance
                                    satisfactory to the Term Lender Agent in its
                                    sole discretion), unless the same is stayed
                                    or discharged within 30 days after the date
                                    of

                                      -64-

<PAGE>

                                    entry thereof or an appeal or appropriate
                                    proceeding for review thereof is taken
                                    within such period and a stay of execution
                                    pending such appeal is obtained;

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

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

                  (j)      Any Change in Control occurs;

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

                  (l)      Any Material Adverse Change occurs;

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

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

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

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

12.      RIGHTS AND REMEDIES. Upon the occurrence and during the continuance of
any Event of Default, the Term Lender Agent may, and upon the direction of the
Majority Term Lenders, shall by notice to the Borrower Representative declare
all or any portion of the Obligations to be due and payable and/or the
commitment to extend credit to the Borrowers (if not theretofore terminated) to
be terminated, whereupon the full unpaid amount of such Obligations which shall
be so declared due and payable shall be and become immediately due

                                      -65-

<PAGE>

and payable, without further notice, demand or presentment, and/or, as the case
may be, the commitment to extend credit to the Borrowers shall terminate;
provided, that in the event of any Event of Default specified in Section 8(i)(i)
or (ii), all such amounts shall become immediately due and payable automatically
without any requirement of notice from the Term Lender Agent. In addition
pursuant to Section 2.3(a) of the Intercreditor Agreement, if the obligations
under the DIP Letter of Credit Agreement are accelerated as a result of a
continuing "Event of Default" thereunder, the Term Lender Agent, upon the
direction of the Majority Term Lenders, shall by notice to the Borrower
Representative declare all or any portion of the Obligations to be due and
payable at the same time as the obligations under the DIP Letter of Credit
Agreement, whereupon the full unpaid amount of such Obligations which shall be
so declared due and payable shall be and become immediately due and payable,
without further notice, demand or presentment. In accordance with the
Intercreditor Agreement, the Term Lender Agent shall not exercise certain of its
remedies without the consent of the Required Secured Parties (as defined in the
Intercreditor Agreement). In addition, the Term Lender Agent will not, without
the consent of Majority Term Lenders, direct the Collateral Agent to take any
"Enforcement Action" (as defined in the Intercreditor Agreement), give any
consent under Section 2.3(e) or 7.3 of the Intercreditor Agreement, or make any
election or designation under Section 3.2(d) of the Intercreditor Agreement.

13.      GUARANTY.

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

                  (i)      All obligations of Borrowers to pay the principal of
                           and accrued interest on the Term Notes;

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

                  (iii)    Any and all other Indebtedness, obligations or
                           Liabilities that may at any time be owed by any
                           Credit Party to the Term Lenders, whether incurred
                           heretofore or hereafter or concurrently herewith,
                           under or pursuant to any of the Credit Documents, and
                           including interest, attorneys' fees and collection
                           costs as may be provided by Law or in any instrument
                           evidencing any such Indebtedness or Liability.

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

                                      -66-

<PAGE>

                  (b)      If Borrowers shall for any reason fail to pay any
                           Obligation described in Section 13(a), as and when
                           such Obligation shall become due and payable, whether
                           at its stated maturity, as a result of the exercise
                           of any power to accelerate, or otherwise, the
                           Guarantors will, forthwith upon demand by the Term
                           Lender Agent, pay such Obligation in full to the
                           Collateral Agent for the account of the Term Lenders.

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

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

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

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

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

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

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

                  (v)      any Event of Default; or

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

                                      -67-

<PAGE>

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

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

14.      TERM LENDER AGENT.

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

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

                                      -68-
<PAGE>

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

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

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

                  (e)      Rights as Term Lender. In its capacity as a Term
Lender, the Term Lender Agent shall have the same rights and obligations as any
Term Lender and may exercise such rights as though it were not the Term Lender
Agent. The Term Lender Agent may accept deposits from, lend money to, act as
trustee under indentures of and generally engage in any kind

                                      -69-

<PAGE>

of business with any Credit Party or their Affiliates, all as if it were not the
Term Lender Agent hereunder and without any duty to account therefor to any
other Term Lender.

                  (f)      Sharing of Set-Offs and Other Payments. Each Lender
Party agrees that if it shall, whether through the exercise of rights under any
Security Document or rights of banker's Lien, set off or counterclaim against
any of the Borrowers or otherwise, obtain payment of a portion of the aggregate
Obligations owed to it which, taking into account all distributions made by the
Term Lender Agent under Section 3(b), causes such Lender Party to have received
more than it would have received had such payment been distributed by the Term
Lender Agent pursuant Section 3(b), then (i) it shall be deemed to have
simultaneously purchased and shall be obligated to purchase interests in the
Obligations as necessary to cause all Lender Parties to share all payments and
(ii) such other adjustments shall be made from time to time as shall be
equitable to ensure that the Term Lender Agent and all Lender Parties share all
payments of Obligations as provided in Section 3(b); provided, however, that
nothing herein contained shall in any way affect the right of any Lender Party
to obtain payment (whether by exercise of rights of banker's Lien, set-off or
counterclaim or otherwise) of Indebtedness other than the Obligations. The
Borrowers expressly consent to the foregoing arrangements and agree that any
holder of any such interest or other participation in the Obligations, whether
or not acquired pursuant to the foregoing arrangements, may to the fullest
extent permitted by Law and, subject to the Intercreditor Agreement, exercise
any and all rights of banker's Lien, set-off or counterclaim as fully as if such
holder were a holder of the Obligations in the amount of such interest or other
participation. If all or any part of any funds transferred pursuant to this
Section is thereafter recovered from the seller under this Section which
received the same, the purchase provided for in this Section shall be deemed to
have been rescinded to the extent of such recovery, together with interest, if
any, if interest is required pursuant to the order of a Tribunal to be paid on
account of the possession of such funds prior to such recovery.

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

                  (h)      Benefit of this Section. The provisions of this
Section are intended solely for the benefit of the Lender Parties and no Credit
Party shall be entitled to rely on any such provision or assert any such
provision in a claim or defense against any Term Lender (other than in relation
to the Intercreditor Agreement contained in Section 14(f). The Lender Parties
may

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waive or amend such provisions as they desire without any notice to or
consent of Borrower or any other Credit Party.

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

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

15.      ASSIGNMENTS AND PARTICIPATIONS.

                  (a)      None of the Credit Parties may, without the consent
                           of the Term Lender Agent, assign or delegate any of
                           its respective rights or obligations under this
                           Agreement or any other Credit Document. Each Term
                           Lender may, without the consent of any other Lender
                           Party or any Credit Party, assign any or all of its
                           rights and obligations under this Agreement to any
                           Person; provided that (i) such assignment shall
                           include the assignment of the same percentage of the
                           assignor's Tier-A Term Loans and Tier-B Term Loans
                           and (ii) any assignment made by Lehman Commercial
                           Paper Inc., in its capacity as a Term Lender, during
                           the two week period following the Closing Date shall
                           solely be to Persons who are Bondholders and their
                           Affiliates.

                                      -71-

<PAGE>

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

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

                  (d)      Upon its receipt of an assignment executed by a Term
                           Lender and an assignee, the Term Lender Agent shall
                           give prompt notice thereof to the Borrower
                           Representative. The assignor or assignee shall pay to
                           the Term Lender Agent a processing and recordation
                           fee of $3,500 for each assignment. Within two
                           Business Days after its receipt of such notice,
                           Borrowers shall execute and deliver to the assignor
                           Term Lender and the assignee in exchange for the
                           surrendered Term Note, new Term Notes to the order of
                           the assignor Term Lender and such assignee,
                           respectively. Such new Term Notes shall be in an
                           aggregate principal amount equal to the aggregate
                           principal amount of such surrendered Term Note. The
                           new

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                           Term Notes shall be dated the closing date of such
                           assignment and shall otherwise be in substantially
                           the form of Exhibit A-1 or Exhibit A-2, as
                           applicable.

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

                  (f)      Any Term Lender may sell participations to one or
                           more assignees in or to all or a portion of its
                           rights and obligations under this Agreement;
                           provided, however, that (i) such Term Lender's
                           obligations under this Agreement shall remain
                           unchanged, (ii) such Term Lender shall remain solely
                           responsible to the other parties hereto for the
                           performance of such obligations, (iii) the Borrower
                           Representative shall continue to deal solely and
                           directly with such Term Lender in connection with
                           such Term Lender's rights and obligations under this
                           Agreement and (iv) in any proceeding under any
                           bankruptcy, insolvency or similar proceeding in
                           respect of any Borrower or any other Credit Party,
                           such Term Lender shall remain and be, to the fullest
                           extent permitted by law, the sole representative with
                           respect to the rights and obligations held in the
                           name of such Term Lender (whether such rights or
                           obligations are for such Term Lender's own account or
                           for the account of any participant).

                  (g)      Each Term Lender may, in connection with any
                           assignment or participation or proposed assignment or
                           participation pursuant to this Section, disclose to
                           the assignee or participant or proposed assignee or
                           participant any information relating to the Credit
                           Parties or their Affiliates furnished to such Term
                           Lender by or on behalf of the Credit Parties,
                           provided, that such assignees or participants have
                           agreed to be bound by the confidentiality provisions
                           in Section 17(p).

16.      INDEMNIFICATION.

                  (a)      Subject to Section 16(b) the Credit Parties, on a
                           joint and several basis, shall indemnify each Lender
                           Party, the DIP Term Lender Agent, the DIP Collateral
                           Agent and each DIP Term Lender (each an "Indemnified
                           Party") on demand against any and all Liabilities,
                           costs and claims which to any extent (in whole or in
                           part) may be imposed on, incurred by or

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<PAGE>

                           asserted against any Indemnified Party growing out
                           of, resulting from or in any other way associated
                           with:

                  (i)      the Extension of Credit;

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

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

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

                  (c)      The Credit Parties further agree to indemnify on a
                           joint and several basis the Term Lender Agent's
                           Special Counsel from, and to hold the Term Lender
                           Agent's Special Counsel harmless against, any and all
                           claims, liabilities, costs and expenses relating to
                           the Term Lender Agent's Special Counsel's
                           representation of the Term Lender Agent on matters
                           relating to this Agreement and the Credit Documents
                           and the Cases, except to the extent finally
                           determined to have resulted from the willful
                           misconduct, gross negligence or fraudulent behavior
                           as determined in a final non-appealable judgment of
                           the Term Lender Agent's Special Counsel relating to
                           such services. The Term Lender Agent's Special
                           Counsel may rely

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<PAGE>

                           upon the provisions contained in this Section 16(c)
                           although such Person is not a party to this
                           Agreement.

17.      MISCELLANEOUS.

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

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

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

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

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<PAGE>

                           hereunder shall be prepared and all financial
                           computations and determinations pursuant hereto shall
                           be made in accordance with GAAP.

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

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

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

                  (h)      Subject to Section 14(f), upon the occurrence and
                           during the continuance of any Event of Default
                           hereunder, each Term Lender is hereby authorized at
                           any time and from time to time, to the fullest extent
                           permitted by law, to set off and apply any and all
                           deposits (general or special, time or demand,
                           provisional or final) at any time held and other
                           Indebtedness at any time owing by such Term Lender to
                           or for the credit or the account of any Credit Party
                           against any and all of the Obligations which are then
                           liquidated and matured. Such Term Lender agrees
                           promptly to notify the Term Lender Agent and the
                           Borrower Representative after any such set-off and
                           application is made by such Term Lender; provided,
                           however, that the failure to give such notice shall
                           not affect the validity of such set-off and
                           application. The rights of the Term Lenders under
                           this Section are in addition to other rights and
                           remedies (including, without limitation, other rights
                           of set-off) which the Term Lenders may have.

                  (i)      No Term Lender shall be liable to any Credit Party
                           for (i) any act or omission of any Person unless due
                           to the gross negligence or willful

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<PAGE>

                           misconduct of such Term Lender, such Term Lender's
                           own branches or such Term Lender's agents, (ii) loss
                           or destruction of any draft, demand, or document in
                           transit or in the possession of others unless due to
                           the gross negligence or willful misconduct of such
                           Term Lender, such Term Lender's own branches or such
                           Term Lender's agents, (iii) lack of knowledge of any
                           particular trade usage (other than standard banking
                           usage as used in the normal course of business)
                           unless such lack of knowledge is due to the gross
                           negligence or willful misconduct of such Term Lender,
                           such Term Lender's own branches or such Term Lender's
                           agents, or (iv) the genuineness, falsification, or
                           effect of any document which appears on due
                           examination to be regular on its face.

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

                  (k)      Each Credit Party hereby irrevocably and
                           unconditionally submits, for itself and its property,
                           to the nonexclusive jurisdiction of the courts of New
                           York State or federal court of the United States of
                           America sitting in New York City, whether trial or
                           appellate, in any action or proceeding arising out
                           of, or relating to, this Agreement, or for
                           recognition or enforcement of any judgment in respect
                           thereof, and each Credit Party hereby irrevocably and
                           unconditionally agrees that all claims in respect of
                           any such action or proceeding may be heard and
                           determined in any such New York State court or, to
                           the extent permitted by law, in such federal court
                           and consents that any such action or proceeding may
                           be brought in such courts and waives to the fullest
                           extent permitted by law any objection or claim that
                           it may now or hereafter have to the venue of any such
                           action or proceeding in any such court or that such
                           action or proceeding was brought in an inconvenient
                           court and agrees not to plead or claim the same. Each
                           Credit Party hereby agrees that a final judgment in
                           any such action or proceeding shall be conclusive and
                           may be enforced in other jurisdictions by suit on the
                           judgment or in any other manner provided by law.
                           Nothing in this Agreement shall affect any right that
                           any party may otherwise have to bring any action or
                           proceeding relating to this Agreement in the courts
                           of any jurisdiction. EACH CREDIT PARTY HEREBY
                           IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
                           ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR
                           RELATING TO, THIS AGREEMENT OR ANY OTHER CREDIT
                           DOCUMENT OR THE ACTIONS OF ANY LENDER PARTY IN THE
                           NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
                           ENFORCEMENT THEREOF..

                  (l)      The Term Lender Agent may rely on the written
                           notices, requests, waivers and consents of the
                           Borrower Representative, its officers and designated
                           agents, including, without limitation, the Borrowing
                           Notice, as the binding

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<PAGE>

                           actions of Borrowers hereunder. Any such notices,
                           requests, waivers or consents received by the Term
                           Lender Agent from the Borrower Representative on
                           behalf of Borrowers hereunder shall be deemed to have
                           been sent by Borrowers, and all notices and other
                           information furnished by the Term Lender Agent to the
                           Borrower Representative hereunder will be received by
                           the Borrower Representative on behalf of Borrowers.
                           In addition, the Term Lender Agent may receive from
                           the Borrower Representative, on behalf of Borrowers,
                           all amounts required to be paid by Borrowers and may
                           pay to the Borrower Representative for Borrowers'
                           account, all amounts required to be paid by or on
                           behalf of any Term Lender to Borrowers; provided,
                           however, that the Term Lender Agent shall not have
                           any responsibility to inquire as to the application
                           of such amounts by the Borrower Representative and is
                           hereby released from any liability to Borrowers or
                           any other Credit Party arising from such application
                           by the Borrower Representative.

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

                  (n)      Waivers and Amendments; Acknowledgments.

                           (i)      No failure or delay (whether by course of
                           conduct or otherwise) by any Lender Party in
                           exercising any right, power or remedy which such
                           Lender Party may have under any of the Credit
                           Documents shall operate as a waiver thereof or of any
                           other right, power or remedy, nor shall any single or
                           partial exercise by any Lender Party of any such
                           right, power or remedy preclude any other or further
                           exercise thereof or of any other right, power or
                           remedy. No waiver of any provision of any Credit
                           Document and no consent to any departure therefrom
                           shall ever be effective unless it is in writing and
                           signed as provided below in this Section, and then
                           such waiver or consent shall be effective only in the
                           specific instances and for the purposes for which
                           given and to the extent specified in such writing. No
                           notice to or demand on any Credit Party shall in any
                           case of itself

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<PAGE>

                           entitle any Credit Party to any other or further
                           notice or demand in similar or other circumstances.
                           This Agreement and the other Credit Documents set
                           forth the entire understanding among the parties
                           hereto with respect to the transactions contemplated
                           herein and therein and supersede all prior
                           discussions and understandings with respect to the
                           subject matter hereof and thereof, and no waiver,
                           consent, release, modification or amendment of or
                           supplement to this Agreement or the other Credit
                           Documents shall be valid or effective against any
                           party hereto unless the same is in writing and signed
                           by (A) if such party is a Credit Party, by such
                           party, (B) if such party is the Term Lender Agent, by
                           such party and (C) if such party is a Term Lender, by
                           such Term Lender or by the Term Lender Agent with the
                           consent of the Majority Term Lenders. Notwithstanding
                           the foregoing or anything to the contrary herein, the
                           Term Lender Agent shall not, without the prior
                           consent of each individual Lender Party, execute and
                           deliver on behalf of such Lender Party any waiver or
                           amendment that would: (A) increase or reduce the
                           Percentage Share of any Term Lender or the maximum
                           amount any such Term Lender is committed to fund in
                           respect of the Term Loans or subject such Term Lender
                           to any additional obligations, (B) reduce any
                           principal, interest or fees payable to such Term
                           Lender hereunder, (C) change any date fixed for any
                           payment of any such principal, interest or fees, (D)
                           amend the definition herein of "Majority Term
                           Lenders" or otherwise change the aggregate amount of
                           Percentage Shares required for the Term Lender Agent,
                           the Term Lenders or any of them to take any
                           particular action under the Credit Documents, (E)
                           release Borrower from its requirement to pay the
                           Obligations or any Guarantor from its guaranty of
                           such payment, or (F) except as otherwise expressly
                           provided for in Section 10(c), release any
                           Collateral.

                           (ii)     Each Borrower hereby represents, warrants,
                           acknowledges and admits that (A) it has been advised
                           by counsel in the negotiation, execution and delivery
                           of the Credit Documents to which it is a party, (B)
                           it has made an independent decision to enter into
                           this Agreement and the other Credit Documents to
                           which it is a party, without reliance on any
                           representation, warranty, covenant or undertaking by
                           the Term Lender Agent or any Lender Party (C) there
                           are no representations, warranties, covenants,
                           undertakings or agreements by any Lender Party as to
                           the Credit Documents other than as set forth in the
                           Credit Documents, (D) no Lender Party has any
                           fiduciary obligation toward any Credit Party with
                           respect to any Credit Document or the transactions
                           contemplated thereby, (E) the relationship pursuant
                           to the Credit Documents between Borrowers and the
                           other Credit Parties, on one hand, and each Lender
                           Party, on the other hand, is and shall be solely that
                           of debtor and creditor, respectively, (F) no
                           partnership or joint venture exists with respect to
                           the Credit Documents between any Credit Party and any
                           Lender Party, (G) the Term Lender Agent is not
                           Borrowers' agent, but the Term Lender Agent for Term
                           Lenders, (H) should an Event of Default or Default
                           occur or exist, each Lender Party will determine in
                           its sole discretion and for its own

                                      -79-

<PAGE>

                           reasons what remedies and actions it will or will not
                           exercise or take at that time, (I) without limiting
                           any of the foregoing, the Credit Parties are not
                           relying upon any representation or covenant by any
                           Lender Party, or any representative thereof, and no
                           such representation or covenant has been made, that
                           any Lender Party will, at the time of an Event of
                           Default or Default, or at any other time, waive,
                           negotiate, discuss or take or refrain from taking any
                           action permitted under the Credit Documents with
                           respect to any such Event of Default or Default or
                           any other provision of the Credit Documents and (J)
                           all Lender Parties have relied upon the truthfulness
                           of the acknowledgments in this Section in deciding to
                           execute and deliver this Agreement and to become
                           obligated hereunder.

                  (o)      The Lender Parties, the Credit Parties and each other
                           party to the Credit Documents intend to contract in
                           strict compliance with applicable usury Law from time
                           to time in effect. In furtherance thereof such
                           Persons stipulate and agree that none of the terms
                           and provisions contained in the Credit Documents
                           shall ever be construed to create a contract to pay,
                           for the use, forbearance or detention of money,
                           interest in excess of the maximum amount of interest
                           permitted to be contracted for, charged or received
                           by applicable Law from time to time in effect.
                           Neither any Credit Party nor any present or future
                           guarantors, endorsers or other Persons hereafter
                           becoming liable for payment of any Obligation shall
                           ever be liable for unearned interest thereon or shall
                           ever be required to pay interest thereon in excess of
                           the maximum amount that may be lawfully contracted
                           for, charged or received under applicable Law from
                           time to time in effect, and the provisions of this
                           Section shall control over all other provisions of
                           the Credit Documents that may be in conflict or
                           apparent conflict herewith. The Lender Parties
                           expressly disavow any intention to contract for,
                           charge or receive excessive unearned interest or
                           finance charges in the event the maturity of any
                           Obligation is accelerated. If (i) the maturity of any
                           Obligation is accelerated for any reason, (ii) any
                           Obligation is prepaid and as a result any amounts
                           held to constitute interest are determined to be in
                           excess of the legal maximum or (iii) any Term Lender
                           or any other holder of any or all of the Obligations
                           shall otherwise collect moneys that are determined to
                           constitute interest which would otherwise increase
                           the interest on any or all of the Obligations to an
                           amount in excess of that permitted to be contracted
                           for, charged or received by applicable Law then in
                           effect, then all sums determined to constitute
                           interest in excess of such legal limit shall, without
                           penalty, be promptly applied to reduce the then
                           outstanding principal of the related Obligations or,
                           at such Term Lender's or holder's option, promptly
                           returned to Borrower or other payor thereof upon such
                           determination. In determining whether or not the
                           interest paid or payable, under any specific
                           circumstance, exceeds the maximum amount permitted
                           under applicable Law, the Lender Parties and the
                           Credit Parties (and any other payors thereof) shall
                           to the greatest extent permitted under applicable
                           Law, (i) characterize any non- principal payment as
                           an expense, fee or premium

                                      -80-

<PAGE>

                           rather than as interest, (ii) exclude voluntary
                           prepayments and the effects thereof and (iii)
                           amortize, prorate, allocate and spread the total
                           amount of interest throughout the entire contemplated
                           term of the instruments evidencing the Obligations in
                           accordance with the amounts outstanding from time to
                           time thereunder and the maximum legal rate of
                           interest from time to time in effect under applicable
                           Law in order to lawfully charge the maximum amount of
                           interest permitted under applicable Law. In the event
                           applicable Law provides for an interest ceiling under
                           Chapter 303 of the Texas Finance Code (the "TEXAS
                           FINANCE CODE") as amended, to the extent that the
                           Texas Finance Code is mandatorily applicable to any
                           Term Lender, for that day, the ceiling shall be the
                           "weekly ceiling" as defined in the Texas Finance
                           Code; provided, however, that if any applicable Law
                           permits greater interest, the Law permitting the
                           greatest interest shall apply.

                  (P)      THE CREDIT PARTIES AND THE LENDER PARTIES MUTUALLY
                           HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
                           THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM
                           BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION
                           WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENTS
                           CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR
                           ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
                           (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY.
                           THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE
                           LENDER PARTIES TO ENTER INTO THIS AGREEMENT AND THE
                           OTHER CREDIT DOCUMENTS AND TO MAKE AN EXTENSION OF
                           CREDIT. EACH CREDIT PARTY AND EACH LENDER PARTY
                           HEREBY FURTHER (I) IRREVOCABLY WAIVES, TO THE MAXIMUM
                           EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE
                           TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY
                           SPECIAL DAMAGES, AS DEFINED BELOW, (II) CERTIFIES
                           THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT
                           OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED,
                           EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY
                           WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
                           ENFORCE THE FOREGOING WAIVERS AND (III) ACKNOWLEDGES
                           THAT IT HAS BEEN INDUCED TO ENTER INTO THIS
                           AGREEMENT, THE OTHER CREDIT DOCUMENTS

                                      -81-

<PAGE>

                           AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
                           BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
                           CERTIFICATIONS CONTAINED IN THIS SECTION. "SPECIAL
                           DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL,
                           EXEMPLARY OR PUNITIVE DAMAGES (REGARDLESS OF HOW
                           NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OF FUNDS
                           THAT ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY
                           OR DELIVER TO ANY OTHER PARTY HERETO.

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

                  (r)      Each of the Term Loan Agent and the Term Lenders
                           acknowledges and agrees that the rights and
                           obligations of such parties under this Agreement are
                           subject in all respects to the Intercreditor
                           Agreement.

                  (s)      On the Closing Date and concurrently with the
                           Extension of Credit, the DIP Term Loan Agreement is
                           TERMINATED and the parties thereto have no further
                           obligations or liabilities, covenants or
                           representations thereunder; provided that, those
                           obligations or liabilities which by their terms are
                           to survive termination shall not be terminated and
                           shall remain binding upon the parties thereto as
                           provided in the DIP Term Loan

                                      -82-

<PAGE>

                           Agreement, including, but not limited to, any
                           obligations of one or more parties to indemnify or
                           hold harmless any other party under the DIP Term Loan
                           Agreement.

                           [Remainder of page intentionally left blank.]

                                      -83-

<PAGE>

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

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

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

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

                                    EOTT ENERGY CANADA LIMITED
                                    PARTNERSHIP,
                                    as a Borrower

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

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

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

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

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

<PAGE>

                                    EOTT ENERGY PIPELINE LIMITED
                                    PARTNERSHIP,
                                    as a Borrower

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

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

                                    EOTT ENERGY LLC,
                                    as a Guarantor

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

                                    Address for each Credit Party:

                                    Attention:       Vice President & General
                                                     Counsel
                                    By courier:      2000 W. Sam Houston Parkway
                                                     South,
                                                     Suite 400
                                                     Houston, Texas 77042
                                    By mail:         P.O. Box 4666
                                                     Houston, Texas 77210-4666
                                    Phone:                    713-993-5027
                                    Fax:                      713-993-5813

<PAGE>
                                    LEHMAN BROTHERS INC.
                                    Term Lender Agent

                                        By:_____________________________________
                                           Name:
                                           Title:

                                    LEHMAN COMMERCIAL PAPER, INC.
                                    a Term Lender

                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>

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

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

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

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

                                    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.,

                                    FARALLON CAPITAL OFFSHORE INVESTORS, INC.

                                    By: Farallon Capital Management, L.L.C., its
                                    Agent and Attorney-in-Fact

                                        By: ____________________________________
                                                    Managing Member,
                                                    Farallon Capital Management,
                                                    L.L.C.,

<PAGE>

                                    HIGH YIELD PORTFOLIO, a series of Income
                                    Trust

                                    By: ________________________________________
                                                    Name:
                                                    Title:

                                    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 I

                              TERM LENDER SCHEDULE

<TABLE>
<CAPTION>
                                                                                             Percentage Share
                                                                                             ----------------
<S>                                                                                          <C>
Lehman Commercial Paper Inc.                                                                     33.3333%
745 Seventh Avenue
New York, New York 10019
Attention: Francis Chang/Diane Albanese
Telecopy: (212) 526-0242/(212) 526-6643
</TABLE>

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

John W. Rain
Thompson & Knight LLP
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
Telecopy: (214) 969-1751

<TABLE>
<S>                                                                                               <C>
High Yield Portfolio                                                                             10.6667%
AXP Variable Portfolio - Extra Income Fund                                                        2.6667%
</TABLE>

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

<TABLE>
<S>                                                                                          <C>
Farallon Capital Partners, L.P.                                                                   9.8000%
Farallon Capital Institutional Partners, L.P.                                                    13.0667%
Farallon Capital Institutional Partners II, L.P.                                                  1.8667%
Farallon Capital Institutional Partners III, L.P.                                                 1.4000%
Farallon Capital Offshore Investors, Inc.                                                        20.0667%
Tinicum Partners, L.P.                                                                             .4667%
</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>
                                                                                             Percentage Share
                                                                                             ----------------
<S>                                                                                          <C>
Drawbridge Investment Partners LLC                                                                6.6667%
1251 Avenue of the Americas
16th Floor
New York, NY 10020
Attention: Kevin Treacy
Telecopy: (212) 798-6151
</TABLE>



<PAGE>

                                                                     EXHIBIT A-1

                                 PROMISSORY NOTE

                                TIER-A TERM NOTE

$_________________             New York, New York                       *[Date]

         FOR VALUE RECEIVED, the undersigned, EOTT ENERGY OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership, EOTT ENERGY CANADA LIMITED
PARTNERSHIP, a Delaware limited partnership, EOTT ENERGY LIQUIDS, L.P., a
Delaware limited partnership, EOTT ENERGY PIPELINE LIMITED PARTNERSHIP, a
Delaware limited partnership (herein collectively called "BORROWERS"), hereby
jointly and severally promise to pay to the order of
________________________________________________, a *[____________ ] (herein
called "TERM LENDER"), the principal sum of
________________________________________________________________ Dollars ($
__________), together with interest on the unpaid principal balance thereof at
the rate of nine percent (9%) per annum, calculated on the basis of a 360 day
year and the actual number of days elapsed. Both principal and interest shall be
payable as herein provided in lawful money of the United States of America by
payment to the Collateral Agent to be applied as set forth in the Intercreditor
Agreement.

         This Note (a) is issued and delivered under that certain Term Loan
Agreement dated as of February 11, 2003 among Borrowers, EOTT Energy LLC and
EOTT Energy General Partner, L.L.C., as guarantors, Lehman Brothers Inc., as
Term Loan Agent, and the term lenders (including Term Lender) referred to
therein (herein, as from time to time supplemented, amended or restated, called
the "LOAN AGREEMENT"), and is a "TIER-A TERM NOTE" as defined therein, (b) is
subject to the terms and provisions of the Loan Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of the
maturity hereof upon the happening of certain stated events, and (c) is secured
by and entitled to the benefits of certain Security Documents (as identified and
defined in the Loan Agreement). Payments on this Note shall be made and applied
as provided herein and in the Loan Agreement. Reference is hereby made to the
Loan Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings assigned to
terms used and not defined herein and to the Security Documents for a
description of the nature and extent of the security thereby provided and the
rights of the parties thereto.

         The principal amount of this Note, together with all interest accrued
hereon, shall be due and payable in full on the Maturity Date. Interest on this
Note shall be due and payable monthly as it accrues on each Monthly Payment
Date, beginning [April] 1, 2003, and continuing regularly thereafter until this
Note has been paid in full.


                                       1
<PAGE>

         If an Event of Default has occurred and is continuing, all Obligations
from time to time outstanding hereunder shall bear interest at the Default Rate.
Notwithstanding the foregoing provisions of this Note: (a) this Note shall never
bear interest in excess of the Highest Lawful Rate, and (b) if at any time the
rate at which interest is payable on this Note is limited by the Highest Lawful
Rate this Note shall bear interest at the Highest Lawful Rate and shall continue
to bear interest at the Highest Lawful Rate until such time as the total amount
of interest accrued hereon equals (but does not exceed) the total amount of
interest which would have accrued hereon had there been no Highest Lawful Rate
applicable hereto.

         Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum amount of interest which, under applicable
Law, may be contracted for, charged, or received on this Note, and this Note is
expressly made subject to the provisions of the Loan Agreement which more fully
set out the limitations on how interest accrues hereon. In the event applicable
Law provides for an interest ceiling under Chapter 303 of the Texas Finance Code
(the "Texas Finance Code") as amended, for that day, the ceiling shall be the
"weekly ceiling" as defined in the Texas Finance Code and shall be used in this
Note for calculating the Highest Lawful Rate and for all other purposes. The
term "applicable Law" as used in this Note shall mean the laws of the State of
New York or the laws of the United States, whichever laws allow the greater
interest, as such laws now exist or may be changed or amended or come into
effect in the future.

         If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, each Borrower and all endorsers,
sureties and guarantors of this Note jointly and severally agree to pay
reasonable attorneys' fees and collection costs to the holder hereof in addition
to the principal and interest payable hereunder.

         Each Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder
hereof, whether before or after maturity.


                                       2
<PAGE>

         This Note and the rights and duties of the parties hereto shall be
governed by the Laws of the State of New York (without regard to principles of
conflicts of law), except to the extent the same are governed by applicable
federal Law.

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

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



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

                                     EOTT ENERGY CANADA LIMITED PARTNERSHIP,
                                     as a Borrower

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



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

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

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



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


<PAGE>

                                     EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,
                                     as a Borrower

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



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


<PAGE>

                                                                     EXHIBIT A-2

                                 PROMISSORY NOTE

                                TIER-B TERM NOTE

$_________________             New York, New York                       *[Date]

         FOR VALUE RECEIVED, the undersigned, EOTT ENERGY OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership, EOTT ENERGY CANADA LIMITED
PARTNERSHIP, a Delaware limited partnership, EOTT ENERGY LIQUIDS, L.P., a
Delaware limited partnership, EOTT ENERGY PIPELINE LIMITED PARTNERSHIP, a
Delaware limited partnership (herein collectively called "BORROWERS"), hereby
jointly and severally promise to pay to the order of
________________________________________________, a *[____________ ] (herein
called "TERM LENDER"), the principal sum of
________________________________________________________________ Dollars ($
__________), together with interest on the unpaid principal balance thereof at
the rate of ten percent (10%) per annum, calculated on the basis of a 360 day
year and the actual number of days elapsed. Both principal and interest shall be
payable as herein provided in lawful money of the United States of America by
payment to the Collateral Agent to be applied as set forth in the Intercreditor
Agreement.

         This Note (a) is issued and delivered under that certain Term Loan
Agreement dated as of February 11, 2003 among Borrowers, EOTT Energy LLC and
EOTT Energy General Partner, L.L.C., as guarantors, Lehman Brothers Inc., as
Term Loan Agent, and the term lenders (including Term Lender) referred to
therein (herein, as from time to time supplemented, amended or restated, called
the "LOAN AGREEMENT"), and is a "TIER-B TERM NOTE" as defined therein, (b) is
subject to the terms and provisions of the Loan Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of the
maturity hereof upon the happening of certain stated events, and (c) is secured
by and entitled to the benefits of certain Security Documents (as identified and
defined in the Loan Agreement). Payments on this Note shall be made and applied
as provided herein and in the Loan Agreement. Reference is hereby made to the
Loan Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings assigned to
terms used and not defined herein and to the Security Documents for a
description of the nature and extent of the security thereby provided and the
rights of the parties thereto.

         The principal amount of this Note, together with all interest accrued
hereon, shall be due and payable in full on the Maturity Date. Interest on this
Note shall be due and payable monthly as it accrues on each Monthly Payment
Date, beginning [April] 1, 2003, and continuing regularly thereafter until this
Note has been paid in full.

         If an Event of Default has occurred and is continuing, all Obligations
from time to time outstanding hereunder shall bear interest at the Default Rate.
Notwithstanding the foregoing


                                       1
<PAGE>

provisions of this Note: (a) this Note shall never bear interest in excess of
the Highest Lawful Rate, and (b) if at any time the rate at which interest is
payable on this Note is limited by the Highest Lawful Rate this Note shall bear
interest at the Highest Lawful Rate and shall continue to bear interest at the
Highest Lawful Rate until such time as the total amount of interest accrued
hereon equals (but does not exceed) the total amount of interest which would
have accrued hereon had there been no Highest Lawful Rate applicable hereto.

         Notwithstanding the foregoing paragraph and all other provisions of
this Note, in no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum amount of interest which, under applicable
Law, may be contracted for, charged, or received on this Note, and this Note is
expressly made subject to the provisions of the Loan Agreement which more fully
set out the limitations on how interest accrues hereon. In the event applicable
Law provides for an interest ceiling under Chapter 303 of the Texas Finance Code
(the "Texas Finance Code") as amended, for that day, the ceiling shall be the
"weekly ceiling" as defined in the Texas Finance Code and shall be used in this
Note for calculating the Highest Lawful Rate and for all other purposes. The
term "applicable Law" as used in this Note shall mean the laws of the State of
New York or the laws of the United States, whichever laws allow the greater
interest, as such laws now exist or may be changed or amended or come into
effect in the future.

         If this Note is placed in the hands of an attorney for collection after
default, or if all or any part of the indebtedness represented hereby is proved,
established or collected in any court or in any bankruptcy, receivership, debtor
relief, probate or other court proceedings, each Borrower and all endorsers,
sureties and guarantors of this Note jointly and severally agree to pay
reasonable attorneys' fees and collection costs to the holder hereof in addition
to the principal and interest payable hereunder.

         Each Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentment, notice of demand and of dishonor and
nonpayment of this Note, protest, notice of protest, notice of intention to
accelerate the maturity of this Note, declaration or notice of acceleration of
the maturity of this Note, diligence in collecting, the bringing of any suit
against any party and any notice of or defense on account of any extensions,
renewals, partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or substitutions of any
security, or any delay, indulgence or other act of any trustee or any holder
hereof, whether before or after maturity.


                                       2
<PAGE>

         This Note and the rights and duties of the parties hereto shall be
governed by the Laws of the State of New York (without regard to principles of
conflicts of law), except to the extent the same are governed by applicable
federal Law.

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

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



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


                                     EOTT ENERGY CANADA LIMITED PARTNERSHIP,
                                     as a Borrower

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



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

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

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



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


<PAGE>

                                     EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,
                                     as a Borrower

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



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


<PAGE>

                                                                       EXHIBIT B

                                BORROWING NOTICE

         Reference is made to that certain Term Loan Agreement dated as of
February 11, 2003 (as from time to time amended, the "AGREEMENT"), by and among
EOTT ENERGY OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership and a
debtor and debtor in possession, EOTT ENERGY CANADA LIMITED PARTNERSHIP, a
Delaware limited partnership and a debtor and debtor in possession, EOTT ENERGY
LIQUIDS, L.P., a Delaware limited partnership and a debtor and debtor in
possession, EOTT ENERGY PIPELINE LIMITED PARTNERSHIP, a Delaware limited
partnership and a debtor and debtor in possession (collectively, "BORROWERS"),
EOTT Energy LLC and EOTT Energy General Partner, L.L.C., as guarantors, Lehman
Brothers, Inc., as Term Lender Agent, and the term lenders from time to time
party thereto ("TERM LENDERS"). Terms which are defined in the Agreement are
used herein with the meanings given them in the Agreement. Pursuant to the terms
of the Agreement the Borrower Representative, on behalf of the Borrowers, hereby
requests the Term Loans to be exchanged pursuant to Section 2(b) of the
Agreement on March 1, 2003.

         To induce Term Lenders to make the Term Loans, Borrowers hereby
represent, warrant, acknowledge, and agree to and with Term Lender Agent and
each Term Lender that:

                  (a)      The officer of the Borrower Representative signing
         this instrument is the duly elected, qualified and acting officer of
         the Borrower Representative as indicated below such officer's signature
         hereto having all necessary authority to act for the Borrower
         Representative in making the request herein contained.

                  (b)      The representations and warranties of Borrowers set
         forth in the Agreement and the other Credit Documents are true and
         correct on and as of the date hereof (except to the extent that the
         facts on which such representations and warranties are based have been
         changed by the Extension of Credit under the Agreement), with the same
         effect as though such representations and warranties had been made on
         and as of the date hereof.

                  (c)      There does not exist on the date hereof any condition
         or event which constitutes a Default or Event of Default; nor will any
         such Default or Event of Default exist upon Borrowers' receipt and
         application of the Term Loans. Borrowers will use the Term Loans in
         compliance with Section 2(d) of the Agreement.

                  (d)      Borrowers have performed and complied with all
         agreements and conditions in the Agreement required to be performed or
         complied with by Borrowers on or prior to the date hereof, and each of
         the conditions precedent to the Extension of Credit contained in the
         Agreement remains satisfied.


<PAGE>

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

         The officer of Borrower Representative signing this instrument hereby
certifies that, to the best of his knowledge after due inquiry, the above
representations, warranties, acknowledgments, and agreements of Borrowers are
true, correct and complete.

         IN WITNESS WHEREOF, this instrument is executed as of March 1, 2003.

                                     EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                                     As the Borrower Representative

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



                                         By:
                                            -----------------------------------
                                            H. Keith Kaelber
                                            Executive Vice President and Chief
                                            Financial Officer
<PAGE>

                                                                      EXHIBIT C

                            CERTIFICATE ACCOMPANYING
                              FINANCIAL STATEMENTS

         Reference is made to the Term Loan Agreement dated as of February 11,
2003 (as from time to time amended, the "AGREEMENT"), among EOTT Energy
Operating Limited Partnership ("EOTT OLP"), EOTT Energy Canada Limited
Partnership ("EOTT CANADA"), EOTT Energy Liquids, L.P. ("EOTT LIQUIDS"), EOTT
Energy Pipeline Limited Partnership ("EOTT PIPELINE" and together with EOTT OLP,
EOTT Canada and EOTT Liquids, on a joint and several basis, the "BORROWERS"),
EOTT Energy LLC ("EOTT LLC"), EOTT Energy General Partner, L.L.C. ("EOTT GP")
and Lehman Brothers Inc., as Term Lender Agent and the other signatories
thereto. Capitalized terms used and not defined herein have the meanings given
to them in the Agreement.

         This Certificate is furnished pursuant to Section 9(d) of the
Agreement. Together herewith, EOTT LLC is furnishing to the Term Lender Agent
and each Term Lender, EOTT LLC's [audited/unaudited]
[yearly][quarterly][monthly] consolidated financial statements (the "FINANCIAL
STATEMENTS") and supporting consolidating financial statements, if required, as
of _____________, 200__ (the "REPORTING DATE"). EOTT LLC hereby certifies,
represents, warrants and acknowledges to the Term Lender Agent and each Term
Lender that:

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

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

                  (c)      on the Reporting Date, each Credit Party was, and on
         the date hereof is, in full compliance with the disclosure requirements
         of Section 9(f) of the Agreement, and no Default otherwise existed on
         the Reporting Date or otherwise exists on the date hereof;

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

                  (e)      as of the date hereof:


<PAGE>

                           (i)      the Consolidated EBIDA for the Reference
                  Period ending on ________, 200_ was $_________, as computed on
                  Attachment 1 hereto. The minimum amount of Consolidated EBIDA
                  for such period permitted pursuant to clause (o) of Section 10
                  of the Agreement is $________;

                           (ii)     the Consolidated Tangible Net Worth as of
                  ________, 200_ is $________, as computed on Attachment 2
                  hereto. The minimum aggregate amount of Consolidated Tangible
                  Net Worth as of such date permitted pursuant to clause (p) of
                  Section 10 of the Agreement is $________;

                           (iii)    the Interest Coverage Ratio for the
                  Reference Period ending on ________, 200_ was ___ to 1.00, as
                  computed on Attachment 3 hereto. The minimum Interest Coverage
                  Ratio for such period permitted pursuant to clause (q) of
                  Section 10 of the Agreement is __ to 1.00; and

                           (iv)     the Current Ratio as of ________, 200_ is
                  ___ to 1.00, as computed on Attachment 4 hereto. The minimum
                  Current Ratio for such date permitted pursuant to clause (r)
                  of Section 10 of the Agreement is ___ to 1.00.

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

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

                                     EOTT ENERGY LLC



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


                                       2
<PAGE>

                                                                    Attachment 1

                               CONSOLIDATED EBIDA

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

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

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

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

                  (3)      Consolidated Net Income (Loss):

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

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

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

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

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

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

G.       Consolidated EBIDA for the Computation Period:

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


<PAGE>

                                                                    Attachment 2

                         CONSOLIDATED TANGIBLE NET WORTH

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

                                                                    Attachment 3

                             INTEREST COVERAGE RATIO

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

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

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

B.       Consolidated Total Interest Expense for the Computation Period:

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

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

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

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

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

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

C.       Interest Coverage Ratio for the Computation Period:

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


<PAGE>

                                                                    Attachment 4

                                  CURRENT RATIO

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

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

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

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

                  (3)      Permitted Adjustments

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

B.       Consolidated Current Liabilities:

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

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

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

                  (4)      Permitted Adjustments

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

C.       Current Ratio as of the Computation Date:

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


<PAGE>

                                    EXHIBIT D

<Table>
<Caption>
                                             Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                                        0.00     0.00     0.00     0.00     0.00     0.00     0.00
                                             Actual   Actual   Actual   Actual   Actual   Actual   Actual   Actual
                                             [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                             -------  -------  -------  -------  -------  -------  -------  -------
<S>                                          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
OPERATING RECEIPTS
  Crude Receipts
  Crude Disbursements
  Crude/Product/NGL Payables
  Royalty Checks
  Canada Receipts/Disbursements
  Pipeline Receipts
  Pipeline Disbursements
  Pipeline Lockbox
  NGL & Product-Receipts
  NGL & Product-Disbursements
  NGL & Product-Lockbox
  MTBE Receipts
  MTBE Disbursements (Working Cap)
  Storage & Grid Receipts
  Tax Disbursements
  Merc
  Other Miscellaneous Incoming
                                             ------   ------   ------   ------   ------   ------   ------   ------
     Operating Receipts

OPERATING DISBURSEMENTS
  Payroll
  Payroll Wires (Benefits)
  ETS Monthly Operating
  OLP Monthly Operating
  Pipeline Monthly Operating
  MTBE/G&S Monthly Operating
  Field Account
  Other A/P
                                             ------   ------   ------   ------   ------   ------   ------   ------
     Operating Disbursements

     CASHFLOW - OPERATIONS
                                             ------   ------   ------   ------   ------   ------   ------   ------

CAPITAL & NON-OPERATING:
  Miss #3 Pipeline
  Professional Fee/Origination Fee
  Interest/LC Cost - s/t
  ETS Payable
  Loan Advances/Payments
  Unitholder/Senior Debt/New Debt
                                             ------   ------   ------   ------   ------   ------   ------   ------
     Capital & Non-Operating

  Net Cash Flows
                                             ------   ------   ------   ------   ------   ------   ------   ------
    LOAN BALANCE - ALL LOANS
                                             ======   ======   ======   ======   ======   ======   ======   ======

  CHANGE IN BOOK CASH

  Beginning Cash
  Net Cash Flow
  Difference due to Currency Exchange Rate
  Ending Cash
                                             ------   ------   ------   ------   ------   ------   ------   ------
  Daily Conversion Rate
                                             ======   ======   ======   ======   ======   ======   ======   ======
  FX Buys (Sells) CAD $
  FX Buys (Sells) USD $
  FX Rate
  Outstanding Check Total

<Caption>
                                              Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                                0.00     0.00    0.00      0.00     0.00
                                              Actual   Actual   Actual   Actual   Actual
                                              [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                              -------  -------  -------  -------  -------
<S>                                           <C>      <C>      <C>      <C>      <C>
OPERATING RECEIPTS
  Crude Receipts
  Crude Disbursements
  Crude/Product/NGL Payables
  Royalty Checks
  Canada Receipts/Disbursements
  Pipeline Receipts
  Pipeline Disbursements
  Pipeline Lockbox
  NGL & Product-Receipts
  NGL & Product-Disbursements
  NGL & Product-Lockbox
  MTBE Receipts
  MTBE Disbursements (Working Cap)
  Storage & Grid Receipts
  Tax Disbursements
  Merc
  Other Miscellaneous Incoming
                                              ------   ------   ------   ------   ------
     Operating Receipts

OPERATING DISBURSEMENTS
  Payroll
  Payroll Wires (Benefits)
  ETS Monthly Operating
  OLP Monthly Operating
  Pipeline Monthly Operating
  MTBE/G&S Monthly Operating
  Field Account
  Other A/P
                                              ------   ------   ------   ------   ------
     Operating Disbursements

     CASHFLOW - OPERATIONS
                                              ------   ------   ------   ------   ------

CAPITAL & NON-OPERATING:
  Miss #3 Pipeline
  Professional Fee/Origination Fee
  Interest/LC Cost - s/t
  ETS Payable
  Loan Advances/Payments
  Unitholder/Senior Debt/New Debt
                                              ------   ------   ------   ------   ------
     Capital & Non-Operating

  Net Cash Flows
                                              ------   ------   ------   ------   ------
    LOAN BALANCE - ALL LOANS
                                              ======   ======   ======   ======   ======

  CHANGE IN BOOK CASH

  Beginning Cash
  Net Cash Flow
  Difference due to Currency Exchange Rate
  Ending Cash
                                              ------   ------   ------   ------   ------
  Daily Conversion Rate
                                              ======   ======   ======   ======   ======
  FX Buys (Sells) CAD $
  FX Buys (Sells) USD $
  FX Rate
  Outstanding Check Total
</Table>

<PAGE>

<Table>
<Caption>
                                            Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                                       0.00     0.00     0.00     0.00    0.00      0.00     0.00
                                            Actual   Actual   Actual   Actual   Actual   Actual   Actual   Actual
                                            [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                            -------  -------  -------  -------  -------  -------  -------  -------
<S>                                         <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
CHECKS ISSUED

Royalty Account
Expense
   Ad Valorem Taxes
   Environmental
   West Coast Capital & Other
Pipeline Account
   Ad Valorem Taxes
   Environmental
Payroll Account
Trade Payables
   Crude Payables
   Product/NGL Payables
Field Account
MTBE/G&S Monthly Oper.
   Turnaround
   Annual Preventive Maintenance
                                            ------   ------   ------   ------   ------   ------   ------   ------
    SUBTOTAL CHECKS ISSUED

CHECKS CLEARED

Royalty Account
Expense
Pipeline Account
Payroll Account
Trade Payables
Field Account
MTBE/G&S Monthly Oper.
                                            ------   ------   ------   ------   ------   ------   ------   ------
    SUBTOTAL CHECKS CLEARED

FLOAT BALANCE

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                            ------   ------   ------   ------   ------   ------   ------   ------
Ending Check Float
   CHANGE IN CHECK FLOAT

FLOAT BALANCE-ROYALTY

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                            ------   ------   ------   ------   ------   ------   ------   ------
Ending Check Float

FLOAT BALANCE-OTHER

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                            ------   ------   ------   ------   ------   ------   ------   ------
Ending Check Float

% of Royalty Checks Cleared
% of Other Checks Cleared

Checks Cleared
Checks issued
Check Float

<Caption>
                                              Beg Bal  Beg Bal  Beg Bal  Beg Bal  Beg Bal
                                                0.00     0.00     0.00     0.00     0.00
                                              Actual   Actual   Actual   Actual   Actual
                                              [DATE]   [DATE]   [DATE]   [DATE]   [DATE]
                                              -------  -------  -------  -------  -------
<S>                                           <C>      <C>      <C>      <C>      <C>
CHECKS ISSUED

Royalty Account
Expense
   Ad Valorem Taxes
   Environmental
   West Coast Capital & Other
Pipeline Account
   Ad Valorem Taxes
   Environmental
Payroll Account
Trade Payables
   Crude Payables
   Product/NGL Payables
Field Account
MTBE/G&S Monthly Oper.
   Turnaround
   Annual Preventive Maintenance
                                              ------   ------   ------   ------   ------
    SUBTOTAL CHECKS ISSUED

CHECKS CLEARED

Royalty Account
Expense
Pipeline Account
Payroll Account
Trade Payables
Field Account
MTBE/G&S Monthly Oper.
                                              ------   ------   ------   ------   ------
    SUBTOTAL CHECKS CLEARED

FLOAT BALANCE

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                              ------   ------   ------   ------   ------
Ending Check Float
   CHANGE IN CHECK FLOAT

FLOAT BALANCE-ROYALTY

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                              ------   ------   ------   ------   ------
Ending Check Float

FLOAT BALANCE-OTHER

Beginning O/S Check Balance
Checks Issued
Checks Cleared
                                              ------   ------   ------   ------   ------
Ending Check Float

% of Royalty Checks Cleared
% of Other Checks Cleared

Checks Cleared
Checks issued
Check Float
</Table>


<PAGE>

                                                                       EXHIBIT E

                      ENVIRONMENTAL COMPLIANCE CERTIFICATE

         Reference is made to that certain Term Loan Agreement, dated as of
February 11, 2003 (as from time to time amended, the "AGREEMENT"), among EOTT
Energy Operating Limited Partnership ("EOTT OLP"), EOTT Energy Canada Limited
Partnership ("EOTT CANADA"), EOTT Energy Liquids, L.P. ("EOTT LIQUIDS"), EOTT
Energy Pipeline Limited Partnership ("EOTT PIPELINE" and together with EOTT OLP,
EOTT Canada and EOTT Liquids, on a joint and several basis, the "BORROWERS"),
EOTT Energy LLC ("EOTT LLC"), EOTT Energy General Partner, L.L.C. ("EOTT GP"),
and Lehman Brothers, Inc., as Term Lender Agent and the other signatories
thereto. Capitalized terms used and not defined herein have the meanings given
to them in the Agreement.

         This Certificate is furnished pursuant to Section 9(d)(ix) of the
Agreement. EOTT LLC and the Borrowers hereby jointly and severally represent,
warrant, and acknowledge to the Term Lender Agent and each Term Lender that:

                  1.       For the Fiscal Year ending immediately prior to the
date hereof, the Credit Parties have complied and are complying with Section
9(o) of the Agreement;

                  2.       Except as disclosed in Section 8(k) of the Disclosure
Schedule, to the best knowledge of the undersigned after due inquiry, the Credit
Parties are on the date hereof in compliance with all applicable Environmental
Laws, noncompliance with which could cause a Material Adverse Change;

                  3.       The Credit Parties have taken (and continue to take)
reasonable steps to minimize the generation of potentially harmful effluents;
and

                  4.       The Credit Parties have established an ongoing
program of conducting an internal audit of each operating facility of the Credit
Parties to identify actual or potential environmental Liabilities that could
cause a Material Adverse Change.

         The managers or officers of EOTT GP signing this instrument hereby
certifies that (i) such manager or officer is a duly elected, acting and
qualified manager or officer of EOTT GP as indicated below such manager's or
officer's signature hereto, having all necessary authority to act for EOTT GP in
its capacity as the sole General Partner of each Borrower in making the
representations, warranties and acknowledgements set forth herein and (ii) to
the best of such manager's or officer's knowledge after due inquiry and
consultation with the operating officers of each Borrower, such representations,
warranties, acknowledgments and agreements are true, correct and complete in all
material respects.

         The managers or officers of EOTT LLC signing this instrument hereby
certifies that (i) such manager or officer is a duly elected, acting and
qualified manager or officer of EOTT LLC as indicated below such manager's or
officer's signature hereto, having all necessary authority to act for EOTT in
making the representations, warranties and acknowledgements set forth herein and
(ii) to the best of such manager's or officer's knowledge after due inquiry and
consultation


<PAGE>

with the operating officers of each Borrower, such representations, warranties,
acknowledgments and agreements are true, correct and complete in all material
respects

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

                                     EOTT ENERGY OPERATING LIMITED PARTNERSHIP

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



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

                                     EOTT ENERGY CANADA LIMITED PARTNERSHIP

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



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

                                     EOTT ENERGY LIQUIDS, L.P.

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



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

                                     EOTT ENERGY PIPELINE LIMITED PARTNERSHIP

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



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


<PAGE>

                                     EOTT ENERGY LLC



                                         By:
                                            -----------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------
<PAGE>
                                                                       EXHIBIT F


                              OPEN POSITION REPORT


       [Form to be agreed upon between Credit Parties and Term Lenders.]
<PAGE>
                                                                       EXHIBIT G


                          MONTHLY LEASE VOLUME REPORT


<Table>
<Caption>
CRUDE OIL LEASE
 VOLUMES
                                                                                                                           200X
                                                                                                                     ---------------
                                                                                                                       YTD    YTD
               JANUARY  FEBRUARY  MARCH  APRIL  MAY  JUNE   JULY   AUGUST  SEPTEMBER  OCTOBER   NOVEMBER   DECEMBER  BARRELS  BPD
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>    <C>    <C>  <C>    <C>    <C>     <C>        <C>       <C>        <C>       <C>      <C>
Mid Continent
 Region
Gulf Coast
 Region
Rockies
West Texas
Canada
Accruals/Other

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

Total
                -------------------------------------------------------------------------------------------------------------------
Total Barrels
 Per Day
                ===================================================================================================================
</Table>

<Table>
<Caption>
PLP AVERAGE BARRELS
                                                                                                                           200X
                                                                                                                     --------------
                                                                                                                       YTD    YTD
               JANUARY  FEBRUARY  MARCH  APRIL  MAY  JUNE   JULY   AUGUST  SEPTEMBER  OCTOBER   NOVEMBER   DECEMBER  BARRELS  BPD
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>       <C>    <C>    <C>  <C>    <C>    <C>     <C>        <C>       <C>        <C>       <C>      <C>
Mid Continent
 region
Gulf Coast
 Region
Rockies
West Texas
                -------------------------------------------------------------------------------------------------------------------
Total
                -------------------------------------------------------------------------------------------------------------------
PLP Barrels
 Per Day
                ===================================================================================================================
</Table>