<PAGE>
                                                                   EXHIBIT 10.31

* Certain portions of this exhibit have been omitted pursuant to a request for
confidential treatment which has been filed separately with the SEC.


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

          SECOND AMENDED AND RESTATED REIMBURSEMENT, LOAN AND SECURITY
                                   AGREEMENT

           $300,000,000 Letter of Credit and Revolving Credit Facility

             -------------------------------------------------------
                   EOTT ENERGY OPERATING LIMITED PARTNERSHIP,

                     EOTT ENERGY CANADA LIMITED PARTNERSHIP,

                           EOTT ENERGY LIQUIDS, L.P.,

                    EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,

                       jointly and severally as Borrower,

                           EOTT ENERGY PARTNERS, L.P.

                                       and

                       EOTT ENERGY GENERAL PARTNER, L.L.C.

                                 as Guarantors,

                               EOTT ENERGY CORP.,

                          as an Original Credit Party,

                            STANDARD CHARTERED BANK,

                   as the Administrative Agent and L/C Issuer,

                                       and

                            THE LENDERS PARTY HERETO

             -------------------------------------------------------
                                 April 23, 2002

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



<PAGE>

                                TABLE OF CONTENTS

<Table>

<S>                                                                             <C>
1.       DEFINITIONS.............................................................4
2.       THE LOANS AND LETTERS OF CREDIT........................................32
3.       PAYMENTS TO LENDERS....................................................43
4.       GRANT OF SECURITY INTEREST.............................................48
5.       AUTHORIZATION TO FILE FINANCING STATEMENTS.............................50
6.       OTHER ACTIONS OF CREDIT PARTIES........................................50
7.       REPRESENTATIONS AND WARRANTIES.........................................51
8.       AFFIRMATIVE COVENANTS..................................................58
9.       NEGATIVE COVENANTS.....................................................68
10.      EVENTS OF DEFAULT......................................................73
11.      RIGHTS AND REMEDIES....................................................76
12.      GUARANTY...............................................................77
13.      ADMINISTRATIVE AGENT...................................................79
14.      ASSIGNMENTS AND PARTICIPATIONS.........................................83
15.      INDEMNIFICATION........................................................85
16.      MISCELLANEOUS..........................................................86
</Table>



Schedules and Exhibits:

Schedule I      -   L/C Agreement Letters of Credit
Schedule II     -   Cash Collateralized Letters of Credit
Schedule III    -   Original EOTT OLP Reimbursement Agreement Letters of Credit
Schedule IV     -   Existing Letters of Credit
Schedule V      -   Disclosure Schedule
Schedule VI     -   Lender Schedule
Schedule VII    -   Security Schedule

Exhibit A       -   Form of Note
Exhibit B       -   Borrowing Notice
Exhibit C       -   Continuation/Conversion Notice
Exhibit D       -   Letter of Credit Request
Exhibit E       -   Certificate Accompanying Financial Statements
Exhibit F       -   Borrowing Base Report
Exhibit G       -   Cash Flow Report
Exhibit H       -   Environmental Compliance Certificate
Exhibit I       -   Open Position Report






                                       i
<PAGE>
                            TABLE OF DELETED SECTIONS

Schedule I - L/C Agreement Letters of Credit

62 lines

Schedule II - Cash Collateralized Letters of Credit

6 lines

Schedule III - Original OLP Reimbursement Agreement Letters of Credit

126 lines

Schedule IV - Existing Letters of Credit

7 pages omitted

Schedule V - Disclosure Schedule

Section 7(d)               -        133 lines
Section 7(h)               -        1 line
Section 7(i)               -        6 lines
Section 7(j)               -        24 lines
Section 7(k)               -        140 lines
Section 7(l)               -        128 lines
Section 7(t)               -        38 lines
Section 7(x)(2)            -        2 lines
Section 7(x)(7)            -        2 lines



                                       ii
<PAGE>

                           SECOND AMENDED AND RESTATED
                   REIMBURSEMENT, LOAN AND SECURITY AGREEMENT


         SECOND AMENDED AND RESTATED REIMBURSEMENT, LOAN AND SECURITY AGREEMENT,
dated as of April 23, 2002 (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, "BORROWER"), EOTT ENERGY PARTNERS, L.P., a Delaware
limited partnership ("EOTT MLP"), EOTT ENERGY GENERAL PARTNER, L.L.C. a Delaware
limited liability company ("EOTT GP" and together with EOTT MLP, each a
"GUARANTOR" and collectively, "GUARANTORS" and together with EOTT OLP and each
of the Additional Obligors, each a "CREDIT PARTY" and collectively, "CREDIT
PARTIES"), EOTT ENERGY CORP., a Delaware corporation ("EOTT CORP." and together
with the Credit Parties, the "ORIGINAL CREDIT PARTIES"), each of the banks or
other lending institutions which is a party hereto (as evidenced by the
signature pages of this Agreement) or which may from time to time become a party
hereto or any successor or assignee thereof (each a "LENDER" and collectively,
the "LENDERS") and STANDARD CHARTERED BANK, a banking institution organized and
existing under the laws of England and Wales, as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT" and in its individual
capacity, "STANDARD CHARTERED"), and as L/C Issuer hereunder.

         WHEREAS, pursuant to and upon the terms and conditions set forth in
that certain Master Letter of Credit and Reimbursement Agreement dated as of
August 31, 1995 (as amended, supplemented or modified from time to time, the
"L/C AGREEMENT") between Enron and Standard Chartered, at Enron's request,
Standard Chartered issued letters of credit for Enron as account party, but with
a statement to the effect that such letters of credit were issued for the
account of EOTT OLP, which letters of credit are identified on Schedule I hereto
(the "L/C AGREEMENT LETTERS OF CREDIT");

         WHEREAS, Standard Chartered, at the request of Enron, as account party,
has heretofore (but after the issuance of the L/C Agreement Letters of Credit)
issued certain letters of credit identified on Schedule II hereto, which were
cash collateralized by Enron to secure its reimbursement obligations with
respect thereto (the "CASH COLLATERALIZED LETTERS OF CREDIT");

         WHEREAS, EOTT OLP has previously requested that Standard Chartered (i)
add EOTT OLP as a "co-applicant" for the L/C Agreement Letters of Credit and the
Cash Collateralized Letters of Credit and (ii) permit EOTT OLP to request and
apply for, as sole account party, additional letters of credit under the L/C
Agreement, without the joinder of Enron in such request and application and
thereupon to become (A) jointly and severally liable with Enron to Standard
Chartered with regard to all such letters of credit and Cash Collateralized
Letters of Credit and






                                       1
<PAGE>

all reimbursement obligations thereunder and (B) individually and solely liable
to Standard Chartered with regard to all such letters of credit and all
reimbursement obligations thereunder, and Standard Chartered was willing to
accept such request on the terms and conditions set forth in a Reimbursement and
Security Agreement dated as of November 30, 2001 between EOTT OLP and Standard
Chartered, for itself and for its Affiliates, including without limitation
Standard Chartered Trade Services Corporation (the "ORIGINAL EOTT OLP
REIMBURSEMENT AGREEMENT");

         WHEREAS, EOTT OLP and Standard Chartered Trade Services Corporation
("SCTSC") are parties to a (i) Receivable(s) Purchase Agreement made as of
October 19, 1999 (as amended, supplemented or modified from time to time, the
"RECEIVABLES AGREEMENT") and (ii) a Commodity Repurchase Agreement dated as of
February 1998 (as amended, supplemented or modified from time to time, the
"CRUDE OIL REPO AGREEMENT" and, together with the Receivables Agreement, the
"SCTSC AGREEMENTS");

         WHEREAS, in order to induce Standard Chartered to extend credit and
other financial accommodations to EOTT OLP on the terms and conditions set forth
in the Loan Documents (as defined in the Original EOTT OLP Reimbursement
Agreement) and in consideration therefor and for the benefits conferred upon
EOTT OLP under the Original EOTT OLP Reimbursement Agreement, pursuant to the
terms of the Original EOTT OLP Reimbursement Agreement, EOTT OLP granted to
Standard Chartered , for itself and for SCTSC a first, prior and perfected lien
on, and security interest in, the Collateral (as defined in the Original EOTT
OLP Reimbursement Agreement) to secure the Obligations (as defined in the
Original EOTT OLP Reimbursement Agreement and the obligations of EOTT OLP to
SCTSC under the SCTSC Agreements;

         WHEREAS, pursuant to the Original EOTT OLP Reimbursement Agreement, on
or about November 30, 2001 Standard Chartered issued additional letters of
credit for Borrower's account as account party, all of which are identified on
Schedule III hereto (the "ORIGINAL EOTT OLP REIMBURSEMENT AGREEMENT LETTERS OF
CREDIT");

         WHEREAS, pursuant to an Amended and Restated Reimbursement, Loan and
Security Agreement dated as of December 21, 2001 by and among Standard
Chartered, for itself and its Affiliates, including without limitation, SCTSC,
and the Original Credit Parties (the "EXISTING AGREEMENT"), Standard Chartered
and the Original Credit Parties amended and restated the Original EOTT OLP
Reimbursement Agreement in its entirety, and Standard Chartered agreed to
consider, in the exercise of its sole discretion, requests from EOTT OLP for the
issuance of additional letters of credit and for working capital loans, payable
on demand; and in the event any such requests were granted, such letters of
credit would be issued and such loans would be made pursuant to the terms of the
Existing Agreement;

         WHEREAS, pursuant to the Existing Agreement, Standard Chartered has
issued, and, at the date hereof, there are currently unexpired and undrawn, the
letters of credit identified on Schedule IV hereto (the "EXISTING LETTERS OF
CREDIT"), and such Existing Letters of Credit comprise all of the letters of
credit currently unexpired and undrawn that Standard Chartered has issued for
the account of EOTT OLP;



                                       2
<PAGE>

         WHEREAS, pursuant to the Existing Agreement, Standard Chartered has
made loans to Borrower aggregating $21,600,000 in unpaid principal amount at the
date hereof (the "EXISTING LOANS");

         WHEREAS, Borrower has requested that Standard Chartered enter into this
Agreement to amend and restate the Existing Agreement in its entirety, pursuant
to which amendment and restatement the Lenders would extend to Borrower a
revolving credit facility (the "REVOLVING CREDIT FACILITY") not to exceed at any
one time outstanding $300,000,000 (as that amount may be reduced or terminated
pursuant to this Agreement and subject to availability under the Borrowing Base)
to be made available in the form of letters of credit issued from time to time
by the L/C Issuer at the request and for the account of Borrower and used by
Borrower as provided in Section 2(e)(ii), in which Letters of Credit and
Borrower's reimbursement obligations thereunder the Lenders would participate;

         WHEREAS, Borrower has further requested that up to $40,000,000 of the
Revolving Credit Facility be made available as revolving credit loans to be
funded by the Lenders from time to time and used by Borrower as provided in
Section 2(e)(i);

         WHEREAS, each of the Guarantors has derived and will derive substantial
direct and indirect benefit from (i) the issuance of the Existing Letters of
Credit, the continuance thereof as Letters of Credit hereunder, any extensions
or replacements thereof and any future Letters of Credit that may be issued
hereunder, including any future extension or replacements thereof, (ii) the
facilities made available by SCTSC to EOTT OLP under the SCTSC Agreements and
(iii) the loans made under the Existing Agreement, the continuance thereof as
Loans hereunder and the extension of the Revolving Credit Facility;

         WHEREAS, the Guarantors are willing to guarantee the reimbursement and
other obligations of Borrower hereunder and otherwise with respect to all
Letters of Credit, all Loans and all obligations of Borrower under the SCTSC
Agreements;

         WHEREAS, the Lenders are willing to extend the requested revolving
credit loans and to participate in the Letters of Credit and Borrower's
reimbursement obligations thereunder, and the L/C Issuer is willing to issue
Letters of Credit, in each case, on the terms and conditions of this Agreement;

         WHEREAS, the Original Credit Parties, the Administrative Agent, the L/C
Issuer and the Lenders wish to amend and restate the Existing Agreement in its
entirety as herein provided; and

         WHEREAS, concurrently with the Closing Date, (i) the Obligations under
the Existing Agreement will be renewed and extended in full, as amended and
restated pursuant to this Agreement; (ii) the Existing Letters of Credit will be
deemed to be issued and outstanding Letters of Credit hereunder; and (iii) the
Existing Loans will be deemed to be outstanding Loans hereunder, as evidenced by
the Notes and as amended, renewed and extended pursuant hereto.

         NOW, THEREFORE, the parties hereto agree that Existing Agreement shall
be and hereby is amended and restated in its entirety as follows:



                                       3
<PAGE>

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

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

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

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

         "ADDITIONAL GUARANTOR" has the meaning set forth in Section 11(b).

         "ADDITIONAL L/C USAGE FEE" means a fee payable by Borrower to the
         Administrative Agent for the account of the Lenders on the first day of
         each month commencing April 1, 2002 through March 1, 2003 set forth
         below based on the Applicable L/C Usage Level in effect as of the date
         of determination.

<Table>
<Caption>
     APPLICABLE L/C USAGE LEVEL                             ADDITIONAL L/C USAGE FEE
     --------------------------                             ------------------------

<S>                                                         <C>
     Level I                                                $208,333

     Level II                                               $125,000

     Level III                                              $ 72,917

     Level IV                                               $ 31,250

     Level V                                                $      0
</Table>

         "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.



                                       4
<PAGE>

         "ALTERNATE BASE RATE" means the sum of (i) the higher of (A) the
         variable per annum rate of interest so designated from time to time by
         the Administrative Agent as its "base rate" and (B) the Federal Funds
         Rate, plus one-half percent (0.5%) per annum, plus (ii) three percent
         (3.0 %) per annum. The "base rate" is a reference rate and does not
         necessarily represent the lowest or best rate being charged to any
         customer of the Administrative Agent. Changes in the Alternative Base
         Rate resulting from changes in the "base rate" shall take place
         immediately without notice or demand of any kind.

         "ALTERNATIVE BASE RATE LOAN" means a Loan that bears interest based
         upon the Alternative Base Rate.

         "APPLICABLE LENDING OFFICE" means, with respect to each Lender, such
         Lender's Domestic Lending Office in the case of Alternative Base Rate
         Loans and such Lender's LIBOR Lending Office in the case of LIBOR
         Loans.

         "APPLICABLE L/C USAGE LEVEL" means the level set forth below that
         corresponds to the Maximum Outstanding L/C Amount at the date of
         determination:

<Table>
<Caption>
     APPLICABLE L/C USAGE LEVEL                             MAXIMUM OUTSTANDING L/C AMOUNT
     --------------------------                             ------------------------------

<S>                                                         <C>
     Level I                                                Greater than $250,000,000

     Level II                                               Greater than or equal to $200,000,000 but less
                                                            than $250,000,000

     Level III                                              Greater than or equal to $175,000,000 but less
                                                            than $200,000,000

     Level IV                                               Greater than or equal to $150,000,000 but less
                                                            than $175,000,000

     Level V                                                Less than $150,000,000

</Table>

         The Applicable L/C Usage Level shall be determined on the first day of
         each month commencing April 1, 2002 through March 1, 2003 based upon
         the Maximum Outstanding L/C Amount for the immediately preceding month.

         "APPRAISED VALUE OF ELIGIBLE FIXED ASSETS" means the value of Eligible
         Fixed Assets as calculated by an independent appraiser selected by the
         Administrative Agent. At the Closing Date, the aggregate Appraised
         Value of Eligible Fixed Assets (i.e., those assets which are
         specifically identified as "Eligible Fixed Assets" in the definition
         thereof) will be $137,500,000.

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



                                       5
<PAGE>

         "BENEFICIARY" means any beneficiary identified in any letter of credit
         issued hereunder.

         "BORROWER EXPENSES" means any and all sums, costs and expenses incurred
         in connection with 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, or in
         defending, protecting or enforcing the security interest 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, all expenses for appraisals
         conducted in order to calculate the Appraised Value of Eligible Fixed
         Assets, all fees and expenses for the service and filing of papers,
         marshals, sheriffs, custodians, auctioneers and others and all court
         costs and collection charges, with interest thereon, from the date of
         demand until paid at the Alternate Base Rate. Notwithstanding the
         foregoing, Borrower Expenses shall not include Lender Expenses.

         "BORROWER PARTY" means any of the Additional Obligors or EOTT OLP.

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

         "BORROWING" means a borrowing of new Loans of a single Type pursuant to
         Section 2(b) or a Continuation or Conversion of all or a portion of an
         existing Loan into a single Type (and, in the case of LIBOR Loans, with
         the same Interest Period) pursuant to Section 2(c).

         "BORROWING BASE" means the remainder of (i), minus (ii) below as of the
         date of determination (without duplication):

         (i) the sum of the following as of the date of determination:

             (A) 100% of Eligible Cash Equivalents; plus

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

             (C) 80% of Tier II Eligible Receivables; plus

             (D) 85% of Tier I Eligible Crude/Product/Liquid Deliveries; plus

             (E) 80% of Tier II Eligible Crude/Product/Liquid Deliveries; plus

             (F) 70% of the Appraised Value of Eligible Fixed Assets, but in no
                 event to exceed $70,000,000; plus



                                       6
<PAGE>

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

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

             (I) 75% of the Market Value of Unhedged Eligible Inventory; plus

             (J) 80% of Eligible Margin Deposits; plus

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

        (ii) minus the following as of the date of determination:

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

             (B) 100% of Other Priority Claims; plus

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

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

        provided, however, the percentage amounts set forth above (the "ADVANCE
        RATES") and requirements for eligibility (with its correlative meaning
        in the context of applicable defined terms herein, "ELIGIBLE") may be
        changed at any time and from time to time upon written notice to the
        Borrower Representative from the Administrative Agent setting forth the
        Advance Rates that are Currently Approved by the Administrative Agent.

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

        "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. Any Business
        Day in any way relating to LIBOR Loans (such as the day on which an
        Interest Period begins or ends) must also be a day on which commercial
        banks settle payments in London.

        "CAPITAL EXPENDITURES" means for any period, Consolidated expenditures
        (including the aggregate amount of Capital Lease obligations incurred
        during such period) made by EOTT MLP 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.




                                       7
<PAGE>

        "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.

        "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 12 months from the date of deposit
               thereof, (A) with any office of any Lender 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 Lender or (B) any other
               commercial bank meeting the specifications of subsection (ii)
               above;

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

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

        "CASH FLOW REPORT" means a report prepared each Business Day by the
        Borrower Representative reflecting on such day EOTT MLP's cash flows for
        the current month, on an actual (historical) and projected (forecast)
        basis, substantially in the form of Exhibit G hereto.

        "CERCLA" means the Comprehensive Environmental Response, Compensation
        and Liability Act of 1980, as amended.

        "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) such Persons who are independent members of the EOTT Corp. Board of
        Directors (within the meaning of paragraph 303.01 of the New York Stock
        Exchange Listed Company Manual, as such standard may hereafter be
        amended by the New York Stock Exchange), cease for any reason to
        constitute collectively a numerical majority of the EOTT Corp. Board of
        Directors then in office, and if such Persons do not constitute a
        numerical majority of the






                                       8
<PAGE>

        EOTT Corp. Board of Directors at the time of determination, pursuant to
        the terms of EOTT Corp.'s certificate of incorporation or bylaws as in
        effect at such time, such Persons fail to constitute a majority of such
        board necessary to authorize any action required to be authorized by
        such board at such time, (ii) such Persons who are at the Closing Date,
        Named Executive Officers of EOTT Corp. cease for any reason not
        reasonably acceptable to the Administrative Agent to constitute
        collectively a majority of the Named Executive Officers of EOTT Corp.
        then serving (unless any such officer shall have ceased to serve as a
        result of death, disability, termination for cause as determined by the
        EOTT Corp. Board of Directors or other reason Currently Approved by the
        Administrative Agent), (iii) Enron, either directly or through a Wholly
        Owned Subsidiary of Enron, shall cease to be the legal and beneficial
        owner (as defined above) of 100% of the voting power of the outstanding
        voting stock of EOTT Corp., (iv) 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 partnership interests (including
        all securities that are convertible into partnership interests) of EOTT
        MLP or (v) EOTT MLP shall cease to be the sole legal and beneficial
        owner (as defined above) of all of the general and limited partner
        interests (including all securities that are convertible into general
        and limited partner interests) of each Credit Party (excluding EOTT
        MLP).

        "CLOSING DATE" means the date agreed to by the Borrower Representative
        and the Administrative Agent for the initial Extensions of Credit under
        this Agreement, which must be a Business Day occurring no later than May
        31, 2002, but not before all of the conditions precedent in this
        Agreement for such Extension of Credit have been satisfied.

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

        "COLLATERAL" shall mean and include all of the assets, properties and
        rights of each Credit Party whether now or hereafter existing or now
        owned or hereafter acquired and wherever located, of every kind and
        description, tangible or intangible, real, personal or mixed, including
        but not limited to: all assets included in Property, Plant and Equipment
        as reflected in the Initial Financial Statements, fixtures, goods
        (including inventory, equipment and any accessions thereto), instruments
        (including promissory notes), documents, documents of title (as such
        term is defined in the Alberta Personal Property Security Act), accounts
        (including health-care-insurance receivables), chattel paper (whether
        tangible or electronic), deposit accounts, money (as such term is
        defined in the Alberta Personal Property Security Act), letter-of-credit
        rights (whether or not the letter of credit is evidenced by a writing),
        commercial tort claims, securities and all other investment property
        (including without limitation, (i), in the case of EOTT MLP, its entire
        limited partner interest in EOTT OLP and its entire membership interest
        in EOTT GP; (ii) in the case of EOTT OLP, its entire limited partner
        interest in each of EOTT Canada, EOTT Liquids and EOTT Pipeline; and
        (iii) in the case of EOTT GP, its entire general partner interest in
        each of EOTT OLP, EOTT Canada, EOTT Liquids and EOTT Pipeline), general
        intangibles, payment intangibles, software, tax refund claims and
        supporting obligations. If any Credit Party shall at any time acquire a
        commercial tort claim which such Credit Party reasonably believes based
        upon then-current information



                                       9
<PAGE>

        is likely to result in a judgment in favor of such Credit Party in
        excess of $25,000, such Credit Party shall promptly notify the
        Administrative Agent in a writing signed by such Credit Party of the
        brief details thereof and grant to the Lenders in such writing a
        security interest therein and in the proceeds thereof, all upon the
        terms of this Agreement, with such writing to be in form and substance
        reasonably satisfactory to the Administrative Agent. Each Credit Party
        hereby confirms the grant of a security interest in the Collateral
        pursuant to this Agreement and each Credit Party hereby grants and
        re-grants a security interest in the Collateral, as security for the
        Obligations, together with the products and accessions of and to any
        thereof, and all books and records pertaining to all of the foregoing.
        The term "Collateral" shall exclude any property or asset (i) with
        respect to which there exists, by contract or by applicable law, a
        prohibition on transferring, assigning, pledging, or mortgaging such
        property or asset or an obligation to obtain from a Person who is not an
        Affiliate of the Credit Parties such Person's consent to or approval of
        a transfer, assignment, pledge or mortgage of such property or asset;
        (ii) which has been transferred or conveyed (other than for collateral
        security purposes only) by a Credit Party prior to the date hereof; and
        (iii) all catalysts and resins used for processing or treating,
        including any precious metals contained therein.

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

        "COMMITMENT PERIOD" means the period from and including the Closing Date
        until the earlier of (i) February 28, 2003, (ii) the day on which the
        obligations of the Lenders to make Loans hereunder have terminated,
        (iii) the day on which the obligations of the L/C Issuer to issue
        Letters of Credit hereunder have terminated and (iv) the day on which
        the Notes first becomes due and payable in full, whichever shall first
        occur).

        "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 EBITDA" means, for any period, the sum of (i) Consolidated
        Net Income (Loss) during such period, plus (ii) all income taxes
        (including any franchise taxes to the extent based upon net income) that
        were deducted in determining such Consolidated Net Income (Loss), plus
        (iii) all interest expense that was deducted in determining Consolidated
        Net Income (Loss) for such period, plus (iv) 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) that were deducted in
        determining such Consolidated Net Income (Loss), minus (v) 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).

        "CONSOLIDATED NET INCOME (LOSS)" means, for any period, EOTT MLP's
        Consolidated gross revenues for such period, including any cash
        dividends or distributions actually




                                       10
<PAGE>

        received from any other Person during such period, minus EOTT MLP'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 any of its Subsidiaries has an
        ownership interest. Consolidated Net Income (Loss) shall not include (i)
        any gain or loss from the sale of assets that is not sold or otherwise
        disposed of in the ordinary course of business; (ii) any extraordinary
        gains or losses; (iii) any gain or loss from the increase or decrease of
        the carrying value of assets recorded in accordance with GAAP; or (iv)
        the cumulative effect of a change in accounting principles.

        "CONSOLIDATED NET WORTH" means, at the time of determination thereof,
        all amounts which, in conformity with GAAP, would be included in total
        partners' capital (understood to include Additional Partnership
        Interests) on a Consolidated balance sheet of EOTT MLP and its
        Subsidiaries plus the aggregate amount of non-cash asset impairment
        charges incurred since January 31, 2001.

        "CONTINUATION/CONVERSION NOTICE" means a written or telephonic request
        or a written confirmation made by the Borrower Representative that meets
        the requirements of Section 2(c).

        "CONTINUE," "CONTINUATION" and "CONTINUED" means the continuation
        pursuant to Section 2(c) of a LIBOR Loan as a LIBOR Loan from one
        Interest Period to the next Interest Period.

        "CONVERT," "CONVERSION" and "CONVERTED" means a conversion pursuant to
        Section 2(c) or Section 3 of one Type of Loan into another Type of Loan.

        "CREDIT DOCUMENTS" means, collectively (i) the SCTSC Agreements and each
        and every other agreement, document, certificate or instrument between
        SCTSC and any Credit Party or otherwise made, executed or delivered by
        any Credit Party for the benefit of SCTSC, (ii) this Agreement, the
        Notes, the Letters of Credit, the Letter of Credit Requests 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 at or after the date
        hereof, and (iii) any mortgage, deed of trust, fixture filing, account
        control agreement or other security agreement heretofore or hereafter
        executed by any Credit Party in favor of any Lender Party pursuant
        hereto or otherwise to secure the Obligations, including, without
        limitation, the Bank Agency and Control Agreement dated December 21,
        2001 among EOTT OLP, EOTT Liquids, EOTT Pipeline, Standard Chartered and
        Southwest Bank of Texas, N.A.

        "CREDIT PARTY" has the meaning set forth in the Preamble.

        "CURRENTLY APPROVED BY THE ADMINISTRATIVE 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





                                       11
<PAGE>

        reflected in the most recent written notice given by the Administrative
        Agent to the Borrower Representative as being approved. Each such
        written notice will supersede and revoke each prior notice.

        "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.

        "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, at the time in question in respect of any
        principal of any Loan, any Matured L/C Obligation or any other amount
        payable by Borrower under this Agreement or any other Credit Document
        that is not paid when due (whether at stated maturity, by acceleration
        or otherwise), a rate per annum during the period commencing on the due
        date until such amount is paid in full equal to the sum of two percent
        (2%), plus the Alternative Base Rate as in effect from time to time:
        provided, however, that if such amount in default is principal of a
        LIBOR Loan and the due date is a day other than the last day of an
        Interest Period therefor, the "Default Rate" for such principal shall
        be, for the period from and including the due date and to but excluding
        the last day of the Interest Period therefor, two percent (2%), plus the
        interest rate for such LIBOR Loan for such Interest Period as provided
        in Section 2(m)(i) and, thereafter, the rate provided for above in this
        definition; and provided further, however, the Default Rate shall never
        exceed the Highest Lawful Rate.

        "DEFAULT RATE PERIOD" means (i) any period during which an Event of
        Default, other than pursuant to Section 10(a) or Section 10(b), is
        continuing; provided, however, that such period shall not begin until
        notice of the commencement of the Default Rate has been given to the
        Borrower Representative by the Administrative Agent and (ii) any period
        during which any Event of Default pursuant to Section 10(a) or Section
        10(b) is continuing, unless the Borrower Representative has been
        notified otherwise by the Administrative Agent.

        "DISCLOSURE SCHEDULE" means Schedule V hereto.

        "DOMESTIC LENDING OFFICE" means, with respect to any Lender, the office
        of such Lender specified as its "Domestic Lending Office" in the Lender
        Schedule, or such other office as such Lender may from time to time
        specify to the Borrower Representative and the Administrative Agent;
        with respect to an L/C Issuer, the office, branch or agency through
        which it issues letters of credit; and, with respect to the
        Administrative Agent, the office, branch or agency through which it
        administers this Agreement.

        "ELIGIBLE ASSIGNEE" means (i) a commercial bank organized under the laws
        of the United States, or any state thereof or (ii) a commercial bank
        organized under the laws of any other country which is a member of the
        Organization for Economic Cooperation and Development, or a political
        subdivision of any such country provided that such bank is acting
        through a branch or agency in the United States, and, in the case of
        each of (i) and




                                       12
<PAGE>

        (ii), having combined capital, surplus and undivided profits of at least
        $100,000,000; or (iii) a Person that is primarily engaged in the
        business of commercial banking and that is (A) a Subsidiary of a Lender,
        (B) a Subsidiary of a Person of which a Lender is a Subsidiary, or (C) a
        Person of which a Lender is a Subsidiary, or (iv) any other commercial
        bank, savings and loan association, savings bank, finance company,
        insurance company, pension fund, mutual fund or other financial
        institution (whether a corporation, partnership or other entity)
        acceptable to the Administrative Agent and, unless there shall have
        occurred and be continuing a Default, the Borrower Representative, such
        acceptance not to be unreasonably withheld or delayed.

        "ELIGIBLE CASH EQUIVALENTS" means Cash Equivalents in which any Borrower
        Party has lawful and absolute title, which are free from any express or
        implied at law Lien, trust or other beneficial interest, in which the
        Administrative Agent holds a fully perfected first-priority security
        interest prior to the rights of, and enforceable as such against, any
        other Persons pursuant to an account agreement satisfactory to the
        Administrative Agent and which remain under the sole dominion and
        control of the Administrative Agent.

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

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

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

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



                                       13
<PAGE>

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

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

        (vi)    such Account is not subject to any Lien in favor of any Person
                and is subject to a fully perfected first-priority security
                interest in favor of the Administrative Agent pursuant to the
                Credit Documents, prior to the rights of, and enforceable as
                such against, any other Person except for a Lien in respect of
                First Purchase Crude Payables;

        (vii)   such Account will be due not more than 30 days following the
                last day of the calendar month in which such Borrower Party's
                invoice will be submitted;

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

        (ix)    the Account Debtor in respect of such Account (i) is located, is
                conducting significant business or has significant assets in the
                United States of America and/or Canada, (ii) is a Person
                Currently Approved by the Administrative Agent, (iii) is not an
                Affiliate of Borrower, (iv) is not the subject of any event of
                the type described in Section 10(h) and (v) has established a
                credit limit with such Borrower Party in an amount Currently
                Approved by the Administrative Agent;

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

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

         "ELIGIBLE FIXED ASSETS" means assets of any Borrower Party that (i) are
         included in Property, Plant and Equipment as reflected in the most
         current Consolidated balance sheet of EOTT MLP and its Subsidiaries,
         (ii) are subject to a fully perfected first-priority security interest
         (subject only to Permitted Liens) in favor of the Administrative Agent
         pursuant to the Security Documents prior to the rights of, and
         enforceable as such against, any other Person and (iii) have been
         appraised by an independent appraiser selected by the Administrative
         Agent. At the Closing Date hereof, Eligible Fixed Assets will include
         only the assets known as (i) the MTBE Facility in Harris County, Texas,
         (ii) the Mont





                                       14
<PAGE>

        Belvieu Storage Facility and Grid in Chambers, Harris and Galveston
        Counties, Texas and (iii) the Mississippi/Alabama Pipeline System and
        related Mobile Terminal.

        "ELIGIBLE INVENTORY" means inventories of crude oil, refined petroleum
        products or NGLs in which any Borrower Party has lawful and absolute
        title, which are (i) not subject to any Lien in favor of any Person
        (other than Permitted Inventory Liens), (ii) subject to a fully
        perfected first-priority security interest (subject only to Permitted
        Inventory Liens) in favor of the Administrative Agent pursuant to the
        Credit Documents prior to the rights of, and enforceable as such
        against, any other Person, (iii) located in storage locations (including
        pipelines) that are either (A) owned by a Credit Party or (B) Currently
        Approved by the Administrative Agent and (iv) otherwise satisfactory to
        the Administrative Agent in its sole discretion in terms of quality,
        quantity and such other matters as the Administrative Agent deems
        relevant, minus, without duplication, (A) the amount of any Permitted
        Inventory Lien on any such inventory and (B) 110% of the amount financed
        under the Crude Oil Repo Agreement. For the avoidance of doubt,
        inventories included in Eligible Crude/Product/Liquid Deliveries are
        excluded from Eligible Inventory.

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

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

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

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

        (iii)   there has been excluded from such Account (i) any portion that
                is subject to any dispute, rejection, loss, non-conformance,
                counterclaim, offset, deduction or other claim or defense on the
                part of any Account Debtor or to any claim on the part of any
                Account Debtor denying liability under such Account, (ii) the
                amount of any account payable or other liability owed by such
                Borrower Party to the Account Debtor on such Account, whether or
                not a specific netting agreement may exist, excluding, however,
                any portion of any such account payable or other liability





                                       15
<PAGE>

                which is at the time in question covered by a Letter of Credit
                and (iii) the amount of any tax liability owed by such Borrower
                Party to any governmental authority with respect to collections
                on such Account;

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

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

        (vi)    such Account is not subject to any Lien in favor of any Person
                and is subject to a fully perfected first-priority security
                interest in favor of the Administrative Agent pursuant to the
                Credit Documents, prior to the rights of, and enforceable as
                such against, any other Person except for a Lien in respect of
                First Purchase Crude Payables;

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

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

        (ix)    the Account Debtor in respect of such Account (i) is located, is
                conducting significant business or has significant assets in the
                United States of America and/or Canada, (ii) is a Person
                Currently Approved by the Administrative Agent, (ii) is not an
                Affiliate of Borrower, (iii) is not the subject of any event of
                the type described in Section 10(h) and (iv) has established a
                credit limit with a Borrower Party in an amount Currently
                Approved by the Administrative Agent;

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

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

        "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
        Reform Act of 1978, as




                                       16
<PAGE>

        amended, Title 11, United States 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.

        "ENVIRONMENTAL LAWS" means any and all laws relating to the environment
        or to emissions, discharges, releases or threatened releases of
        pollutants, contaminants, chemicals or industrial, toxic or hazardous
        substances or wastes into the environment including ambient air, surface
        water, ground water or land, or otherwise relating to the manufacture,
        processing, distribution, use, treatment, storage, disposal, transport
        or handling of pollutants, contaminants or chemicals or industrial,
        toxic or hazardous substances or wastes.

        "EOTT CANADA" means EOTT Energy Canada Limited Partnership, a Delaware
        limited partnership.

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

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

        "EOTT GP" means EOTT Energy General Partner, L.L.C., a Delaware limited
        liability company.

        "EOTT LIQUIDS" means EOTT Energy Liquids, L.P., a Delaware limited
        partnership.

        "EOTT MLP" means EOTT Energy Partners, L.P., a Delaware limited
        partnership.

        "EOTT MLP SENIOR NOTES" means EOTT MLP's $235,000,000, in original
        aggregate principal amount, of 11% Senior Notes due 2009.

        "EOTT MLP SENIOR NOTES INDENTURE" means the Indenture dated October 1,
        1999 among EOTT MLP, EOTT Finance Corp., a Delaware corporation ("EOTT
        FINANCE CORP."), EOTT OLP, EOTT Pipeline, EOTT Canada and the Bank of
        New York, as supplemented by the Supplemental Indenture.

        "EOTT OLP AVAILABLE CASH" means "Available Cash" as defined in the
        Amended and Restated Agreement of Limited Partnership of EOTT OLP, as
        amended.

        "EOTT PIPELINE" means EOTT Energy Pipeline Limited Partnership, a
        Delaware limited partnership.

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

        "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.



                                       17
<PAGE>

         "ERISA AFFILIATE" means each Credit Party and all members of a
         controlled group of corporations and all trades or businesses (whether
         or not incorporated) under common control that, together with such
         Credit Party, are treated as a single employer under Section 414 of the
         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" shall mean the occurrence of any event described in
         Section 10 of this Agreement.

         "EXTENSION OF CREDIT" means (i) the disbursement of proceeds of any
         Borrowing, (ii) the issuance of a Letter of Credit or the amendment of
         any Letter of Credit having the effect of extending the stated
         termination date thereof or increasing the maximum amount available to
         be drawn thereunder or (iii) the funding of the participation in an
         unpaid Matured L/C Obligation (excluding any Matured L/C Obligation
         that has been repaid with the proceeds of any Borrowing). The initial
         Extensions of Credit shall occur on the Closing Date with the deemed
         conversion of each of the Existing Letters of Credit and the Existing
         Loans to Letters of Credit and Loans, respectively, hereunder pursuant
         to Section 16(q).

         "FACILITY USAGE" means, at the time in question, the aggregate amount
         of outstanding Loans and L/C Obligations at such time.

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

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

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



                                       18
<PAGE>

         "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.

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

         "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 9(d) only, any such agreement or contract covering crude
         oil, refined petroleum products or NGLs that is entered into by a
         Borrower Party (A) in the ordinary course of business, (B) in
         accordance with the then effective Risk Management Policies and (C) not
         for speculative purposes.

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

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

         (i)      Liabilities for borrowed money,

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

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

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

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



                                       19
<PAGE>

         (vi)     Liabilities constituting principal under Capital Leases,

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

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

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

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

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

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

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

         "INITIAL FINANCIAL STATEMENTS" means the unaudited Consolidated balance
         sheet of EOTT MLP and its Subsidiaries as of January 31, 2002 and the
         related Consolidated statement of operations, cash flows and partners'
         capital for the month ended January 31, 2002.

         "INTEREST PAYMENT DATE" means (i) with respect to each Alternative Base
         Rate Loan, the last day of each month and (ii) with respect to each
         LIBOR Loan, the last day of the Interest Period that is applicable
         thereto and, in the case of an Interest Period longer than one month,
         at monthly intervals after the first day of such Interest Period.

         "INTEREST PERIOD" means, with respect to each particular LIBOR Loan in
         a Borrowing, the period specified in the Borrowing Notice or
         Continuation/Conversion Notice applicable thereto, beginning on and
         including the date specified in such Borrowing






                                       20
<PAGE>

         Notice or Continuation/Conversion Notice (which must be a Business Day)
         and ending one, three, or six months thereafter, as the Borrower
         Representative may elect in such notice; provided, however, that: (i)
         any Interest Period which would otherwise end on a day which is not a
         Business Day shall be extended to the succeeding Business Day unless
         such Business Day falls in another calendar month, in which case such
         Interest Period shall end on the preceding Business Day; (ii) any
         Interest Period which begins on the last Business Day in a calendar
         month (or on a day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest Period) shall end on
         the last Business Day in a calendar month; and (iii) notwithstanding
         the foregoing, no Interest Period may be selected that would end after
         the last day of the Commitment Period.

         "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.

         "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.

         "L/C COLLATERAL" has the meaning set forth in Section 2(l)(i).

         "L/C CONDITIONS" has the meaning set forth in Section 2(h).

         "L/C ISSUER" means Standard Chartered, in its capacity as an issuer of
         Letters of Credit hereunder, its successors in such capacity and any
         other Lender appointed by the Administrative Agent as an L/C Issuer
         hereunder in place of or in addition to Standard Chartered; provided,
         however, such appointment shall have been approved by each Lender.

         "L/C OBLIGATIONS" means, at the time in question, the sum of all
         Matured L/C Obligations, plus the maximum amounts L/C Issuer might then
         or thereafter be called upon to advance under all Letters of Credit
         then outstanding.

         "LENDER EXPENSES" means any and all sums, costs and expenses incurred
         by the Administrative Agent after April 1, 2002 in connection with the
         preparation, negotiation and filing of any mortgage, deed of trust,
         fixture filing, financial statement or other document or instrument
         filed to perfect a Lien in favor of the Administrative Agent on assets
         of any Borrower Party that are included in Property, Plant and
         Equipment as reflected in a Consolidated balance sheet of EOTT MLP and
         its Subsidiaries.

         "LENDER PARTIES" means the Administrative Agent, the L/C Issuer and all
         Lenders.

         "LENDER SCHEDULE" means Schedule VI hereto.



                                       21
<PAGE>

         "LENDERS" means each signatory hereto (other than any Credit Party that
         is a party hereto), including Standard Chartered, in its capacity as a
         Lender hereunder rather than as the Administrative Agent and L/C Issuer
         and the successors of each such party as a holder of a Note.

         "LETTER OF CREDIT" means any letter of credit issued by L/C Issuer
         hereunder at the application of the Borrower Representative.

         "LETTER OF CREDIT FEE" means, with respect to each Letter of Credit for
         each month or a portion thereof while such Letter of Credit remains
         outstanding, a fee equal to the product of (i) one and three-quarters
         percent (1.75%) per annum and (ii) the Average Daily Maximum Drawing
         Amount thereof.

         "LETTER OF CREDIT REQUEST" means a request in the form and substance of
         Exhibit D or substantially in such form as the L/C Issuer may from time
         to time prescribe delivered by the Borrower Representative to the L/C
         Issuer in accordance with the provisions of this Agreement and any
         letter of credit request previously delivered to Standard Chartered in
         connection with the Existing Letters of Credit.

         "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.

         "LIBOR LENDING OFFICE" means, with respect to a Lender, the office of
         such Lender specified as its "LIBOR Lending Office" on the Lender
         Schedule hereto (or, if no such office is specified, its Domestic
         Lending Office), or such other office of such Lender as such Lender may
         from time to time specify to the Borrower Representative and the
         Administrative Agent.

         "LIBOR" means, as applicable to any LIBOR Loan within a Borrowing and
         with respect to the related Interest Period therefor, the rate per
         annum (rounded upwards, if necessary, to the nearest 1/32 of 1%) as
         determined on the basis of offered rates for deposits in U.S. dollars,
         for a period of time comparable to such Interest Period which appears
         on Telerate Page 3750 (or any successor page) as of 11:00 a.m. London
         time on the day that is two Business Days preceding the first day of
         such LIBOR Loan; provided, however, if the rate described above does
         not appear on the Telerate system on any applicable interest
         determination date, LIBOR shall be the rate (rounded upwards as
         described above, if necessary) for deposits in dollars for a period
         substantially equal to such Interest Period on the Reuters Page "LIBO"
         (or such other page as may replace the LIBO Page on that service for
         the purpose of displaying such rates), as of 11:00 a.m. (London time),
         on the date that is two Business Days prior to the beginning of such
         Interest Period; and provided further, however, if more than one rate
         is specified on Reuters Screen LIBO Page, the applicable rate shall be
         the arithmetic mean of all such rates (rounded upwards, if necessary,
         to the nearest 1/1000 of 1%). If both the Telerate and Reuters system
         are unavailable, then LIBOR for that date will be determined on the
         basis of the offered rates for deposits in U.S. dollars for a period of
         time comparable to such Interest Period which






                                       22
<PAGE>

         are offered by four major banks in the London interbank market at
         approximately 11:00 a.m. London time, on the day that is two (2)
         Business Days preceding the first day of such LIBOR Loan as selected by
         the Administrative Agent. The principal London office of each of the
         four major London banks will be requested to provide a quotation of its
         U.S. dollar deposit offered rate. If at least two such quotations are
         provided, the rate for that date will be the arithmetic mean of the
         quotations. If fewer than two quotations are provided as requested, the
         rate for that date will be determined on the basis of the rates quoted
         for loans in U.S. dollars to leading European banks for a period of
         time comparable to such Interest Period offered by major banks in New
         York City at approximately 11:00 a.m. New York City time, on the day
         that is two Business Days preceding the first day of such LIBOR Loan.
         In the event that the Administrative Agent is unable to obtain any such
         quotation as provided above, it will be deemed that LIBOR pursuant to
         such LIBOR Loan cannot be determined. In the event that the Board of
         Governors of the Federal Reserve System shall impose a Reserve
         Percentage with respect to LIBOR deposits of any Lender, then for any
         period during which such Reserve Percentage shall apply, LIBOR shall be
         equal to the amount determined above divided by an amount equal to 1,
         minus the Reserve Percentage. "RESERVE PERCENTAGE" means the maximum
         aggregate reserve requirement (including all basic, supplemental,
         marginal, special, emergency and other reserves) which is imposed on
         member banks of the Federal Reserve System against "Euro-currency
         Liabilities" as defined in Regulation D. Without limiting the effect of
         the foregoing, the Reserve Percentage shall reflect any other reserves
         required to be maintained by such member banks with respect to (i) any
         category of liabilities that includes deposits by reference to which
         LIBOR is to be determined or (ii) any category of extensions of credit
         or other assets that include LIBOR Loans. The interest rate for any
         LIBOR Loan shall change whenever the Reserve Percentage changes.

         "LIBOR LOAN" means a Loan that bears interest at a rate based upon
         LIBOR.

         "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.

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



                                       23
<PAGE>

         "LOAN COMMITMENT" means $40,000,000, as such amount may be reduced from
         time to time as provided in Section 2(m).

         "MAJORITY LENDERS" means Lenders whose aggregate Percentage Shares
         equal or exceed sixty-six and two-thirds percent (66-2/3%).

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

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

         "MATERIAL ADVERSE CHANGE" means a material and adverse change, from the
         state of affairs presented in the Initial Financial Statements,
         including any such change 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, including any such change 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, to (i) EOTT MLP's Consolidated
         financial condition, (ii) EOTT MLP's Consolidated operations,
         properties or prospects, considered as a whole, (iii) Borrower's
         ability to timely pay the Obligations or (iv) the enforceability of any
         Credit Document.

         "MATURED L/C OBLIGATIONS" means all amounts paid by L/C Issuer on
         drafts or demands for payment drawn or made under or purported to be
         under any Letter of Credit and all other amounts due and owing to L/C
         Issuer under any Letter of Credit Request, to the extent the same have
         not been repaid to L/C Issuer (with the proceeds of Loans or
         otherwise).

         "MAXIMUM DRAWING AMOUNT" means, at the time in question, the maximum
         amounts that L/C Issuer might then or thereafter be called upon to
         advance under any Letter of Credit issued by L/C Issuer then
         outstanding or, if the context requires, the sum of all such amounts
         under all such Letters of Credit.

         "MAXIMUM FACILITY AMOUNT" means $300,000,000, as such amount may be
         reduced from time to time as provided in Section 2(m).

         "MAXIMUM OUTSTANDING L/C AMOUNT" means for any month, the highest daily
         total amount of the L/C Obligations.

         "MINIMUM REQUIRED CONSOLIDATED NET WORTH" means, at the time of
         determination thereof, the sum of (i) Consolidated Net Worth as
         reflected in the Initial Financial Statements plus (ii) $10,000,000.



                                       24
<PAGE>

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

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

         "NAMED EXECUTIVE OFFICERS" has the meaning given such term in Item 402
         (a) and (b) of Regulation S-K promulgated by the Securities and
         Exchange Commission and as in effect at the Closing Date.

         "NOTES" means, whether one or more, the promissory note(s) of Borrower
         dated the date hereof and made payable to the order of the Lender(s) in
         accordance with their respective Percentage Shares, each in the form of
         Exhibit A hereto, all of which shall evidence the aggregate joint and
         several Indebtedness of Borrower in respect of the Obligations.

         "NYMEX" means the New York Mercantile Exchange.

         "NYMEX HEDGED ELIGIBLE INVENTORY" means Eligible Inventory which has
         been hedged for delivery within the next 190 days by a contract on the
         NYMEX arranged through brokers approved by the Administrative Agent and
         with whom a three-party agreement among any Borrower Party, the
         Administrative Agent and such broker has been entered in form and
         substance satisfactory to the Administrative Agent or otherwise hedged
         in a manner satisfactory to the Administrative Agent. The value of
         NYMEX Hedged Eligible Inventory shall be the volume of the inventory
         times the Market Price.

         "OBLIGATION" means any part of the Obligations.

         "OBLIGATIONS" shall mean and include any and all Indebtedness,
         Liabilities and obligations of every kind, nature and description of
         each Credit Party to any Lender Party, or any of them, however
         evidenced, whether arising under this Agreement, the Notes, the other
         Credit Documents or otherwise, 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 Lenders from any
         other entity outright, conditionally or as collateral security, by
         assignment, by merger with any other entity, by assumption, by
         subrogation, by operation of law or otherwise (including, without
         limitation, participations or interests of any Lender in the
         obligations of any Credit Party to others), including, but without
         limiting the generality of the foregoing, indebtedness, obligations or
         Liabilities of any Credit Party to any Lender as a member of any
         partnership, syndicate or association, 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 purchase agreement,
         an offsetting NYMEX contract, an offsetting physical inventory position
         (excluding tank bottoms and pipeline linefill inventory classified as a
         long term asset and working inventory not held for resale) or an
         offsetting swap, collar or option contract, in each case eliminating
         price risk and substantially all basis risk.



                                       25
<PAGE>

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

         "OTHER HEDGED ELIGIBLE INVENTORY" means Eligible Inventory which has
         been hedged with a contract for physical delivery to a counterparty
         whose Account would qualify as a Tier I Eligible Receivable or
         otherwise hedged in a manner satisfactory to the Administrative Agent
         in its sole discretion. The value of Other Hedged Eligible Inventory
         shall be the volume of the inventory times the Market Price.

         "OTHER PRIORITY CLAIMS" means any account payable, obligation or
         liability that the Administrative Agent has determined has or will have
         a Lien upon or claim against any Cash Equivalent, Account or inventory
         of Borrower senior or equal in priority to the security interests in
         favor of the Administrative Agent for the benefit of Lenders, in each
         case to the extent such Cash Equivalent, Account or inventory of
         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.

         "PERCENTAGE SHARE" means, with respect to any Lender (i) when used in
         Section 2(a), 2(b), or 2(m), in any Borrowing Notice or when no Loans
         are outstanding hereunder, the percentage set forth opposite such
         Lender's name on the Lender Schedule hereto and (ii) when used
         otherwise, the percentage obtained by dividing (A) the sum of the
         unpaid principal balance of such Lender's Loans at the time in
         question, plus the Matured L/C Obligations which such Lender has funded
         pursuant to Section 2(j)(iii), plus the portion of the Maximum Drawing
         Amount which such Lender might be obligated to fund under Section
         2(j)(iii) by (B) the sum of the aggregate unpaid principal balance of
         all Loans at such time, plus the aggregate amount of L/C Obligations
         outstanding at such time.

         "PERMITTED ACQUISITIONS" means (i) the acquisition by a Credit Party of
         all of the capital stock or other equity interests in a Person
         (exclusive of general partner interests held by EOTT GP, EOTT Corp. or
         another Wholly Owned Subsidiary of Enron not in excess of a 1% economic
         interest and exclusive of director qualifying shares and other equity
         interests required to be held by an Affiliate to comply with a
         requirement of Law) or (ii) any acquisition by a Credit Party of all or
         a portion of the business, assets or operations of a Person (whether in
         a single transaction or a series of related transactions); provided,
         however, that (A) prior to and after giving effect to such acquisition
         no Default or Event of Default shall have occurred and be continuing;
         (B) all representations and warranties shall be true and correct as if
         restated immediately following the consummation of such acquisition;
         (C) substantially all of such business, assets and operations so
         acquired, or of the Person so acquired, consists of crude oil, refined
         petroleum products and/or NGLs marketing, gathering, transportation,
         storage, terminalling and pipeline operations; and (D) the
         consideration paid or payable in connection with all such acquisitions
         does not exceed $1,000,000 in the aggregate.

         "PERMITTED CAPITAL EXPENDITURES" means (i) cash Capital Expenditures
         made to maintain, up to the level that exists on the Closing Date, the
         operating capacity of the capital assets of Borrower, taken as a whole,
         as such assets exist on the Closing Date and (ii) cash Capital
         Expenditures made during Fiscal Year 2002 not to exceed $27,000,000





                                       26
<PAGE>

         in the aggregate for additions or improvements to the capital assets
         owned by any Borrower Party or the acquisition (including Permitted
         Acquisitions, of existing or the construction of new capital assets
         that consist of pipeline systems, storage facilities or other assets
         directly related to the business of crude oil, refined petroleum
         products and/or NGLs, marketing, gathering, transportation, storage or
         terminalling.

         "PERMITTED INTERCOMPANY INDEBTEDNESS" means Indebtedness of any Credit
         Party (other than EOTT MLP) to (i) EOTT MLP, (ii) Enron or any
         Affiliate of Enron that is subject to the Enron Bankruptcy Proceedings,
         but only to the extent described under the caption "Enron Related
         Matters" in Section 7(t) of the Disclosure Schedule or (iii) any other
         Affiliate of Enron (other than a Credit Party) Currently Approved by
         the Administrative Agent that is subordinated to all of the Obligations
         and all Indebtedness and other Liabilities incurred by any Credit Party
         (other than EOTT MLP) in the ordinary course of business to vendors,
         suppliers or other Persons providing goods and services to any Credit
         Party on terms approved in writing by the Majority Lenders; provided,
         however, that such terms shall not prohibit the regular payment of a
         market rate of interest (as determined in good faith by the board of
         directors of EOTT Corp.) on Permitted Intercompany Indebtedness unless
         there shall have occurred and be continuing a Default or Event of
         Default, or such payment would result in the occurrence of a Default or
         Event of Default; and provided further, however, that such terms shall
         prohibit or restrict repayments, repurchases and redemptions of
         principal as the Majority Lenders shall determine in its sole
         discretion.

         "PERMITTED INVENTORY LIENS" means any Lien and the amount of any
         Liability secured thereby, on crude oil, refined petroleum products or
         NGLs inventory that would be a Permitted Lien under Section 9(a)(ii)
         (so long as such Lien is inchoate) or Section 9(a)(iv).

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

         "PERMITTED LIEN" shall mean any of the following:

         (i)      Liens created pursuant to the Existing Agreement or the Credit
                  Documents;

         (ii)     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;

         (iii)    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




                                       27
<PAGE>

                  proceedings, if necessary, and for which adequate reserves are
                  maintained on the books of any Credit Party in accordance with
                  GAAP;

         (iv)     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;

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

         (vi)     Liens in respect of existing Capital Leases but encumbering
                  only the property under lease;

         (vii)    statutory Liens related to the purchase of crude oil by a
                  Borrower Party;

         (viii)   Liens granted by EOTT Canada in favor of Enron reflected in
                  the Alberta Personal Property Registry;

         (ix)     Liens permitted by the Security Documents;

         (x)      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; and

         (xi)     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.

         "PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness incurred by any
         Credit Party (i) secured by any asset included in Property, Plant and
         Equipment as reflected in the most current Consolidated balance sheet
         of EOTT MLP and its Subsidiaries and (ii) with respect to which all of
         the proceeds are applied to pay or prepay outstanding Obligations.

         "PERMITTED REPURCHASE INDEBTEDNESS" means Indebtedness incurred by any
         Credit Party pursuant to which the counterparty will purchase
         commodities from such Credit Party under a repurchase arrangement.

         "PERMITTED SUBORDINATED DEBT" means (i) Indebtedness of a Borrower
         Party to EOTT MLP that is subordinated to (A) all of the Obligations or
         terms approved in writing by the Majority Lenders and (B) all
         Indebtedness incurred by such Borrower Party to trade




                                       28
<PAGE>

         creditors, the terms of which do not provide for scheduled payments of
         any principal of such Indebtedness (including scheduled repayments or
         sinking fund payments) prior to December 31, 2003 and (ii) any and all
         other current or future Indebtedness of any Credit Party that is
         subordinated to all of the Obligations on terms approved in writing by
         the Majority Lenders.

         "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.

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

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

         "REGISTER" has the meaning set forth in Section 14(e).

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

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

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

         "RESTRICTED PAYMENTS" means (i) the declaration, payment or making of
         any distribution or other payment on account of EOTT MLP's partnership
         or other equity interests or to the direct or indirect holders of EOTT
         MLP's partnership or other equity interests in their capacity as such
         (other than distributions payable in partnership or other equity
         interests of EOTT MLP); (ii) the purchase, redemption or other
         acquisition or retirement by EOTT MLP for value of any partnership or
         other equity interests of EOTT MLP; or (iii) the making of any
         principal payment on, or the purchase, redemption, defeasance or other
         acquisition or retirement for value of, any Indebtedness of EOTT MLP
         that is subordinated to the Obligations.

         "RISK MANAGEMENT POLICIES" means, with respect to any Borrower Party,
         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 Corp. board of directors.

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

         "SECURITY" means any rights, properties or interests of any Lender
         Party under the Credit Documents, which provide recourse or other
         benefits to any Lender Party 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.



                                       29
<PAGE>

         "SECURITY DOCUMENTS" means the instruments listed in the Security
         Schedule and all other security agreements, deeds of trust, mortgages,
         chattel mortgages, pledges, guaranties, financing statements,
         continuation statements, extension agreements and other agreements or
         instruments now, heretofore or hereafter delivered by any Credit Party
         to the Administrative 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 Schedule VII hereto.

         "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.

         "SUPPLEMENTAL INDENTURE" means the First Supplemental Indenture dated
         October 1, 1999 among EOTT MLP, EOTT Finance Corp., EOTT OLP, EOTT
         Pipeline, EOTT Canada and the Bank of New York.

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

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

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

         "TIER I ELIGIBLE CRUDE/PRODUCT/LIQUID DELIVERIES" means each Eligible
         Crude/Product/Liquid Delivery (i) to a Tier I Account Debtor; (ii)
         fully and unconditionally guaranteed as to payment by a Person whose
         Debt Rating is either at least Baa3 by Moody's or at least BBB- by S&P;
         or (iii) fully covered by a letter of credit from an Acceptable Issuer,
         in form Currently Approved by the Administrative Agent.


                                       30
<PAGE>

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

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

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

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

         "TYPE" means, with respect to any Loans, the characterization of such
         Loans as either Alternate Base Rate Loans or LIBOR Loans.

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

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

         "UNHEDGED ELIGIBLE INVENTORY" means Eligible Inventory other than NYMEX
         Hedged Eligible Inventory and Other Hedged Eligible Inventory.

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

         "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.



                                       31
<PAGE>

2.   The Loans and Letters of Credit.

(a)      Commitments to Lend; Notes.

         (i)      Subject to the terms and conditions hereof, each Lender agrees
                  to make one or more revolving credit loans (collectively, the
                  "LOANS") to Borrower upon the Borrower Representative's
                  request from time to time during the Commitment Period;
                  provided, however, that (A) subject to Sections 3(c), 3(d) and
                  3(f), all Lenders are requested to make Loans of the same Type
                  as part of the same Borrowing, (B) after giving effect to such
                  Loans, the aggregate principal amount of outstanding Loans
                  will not exceed the Loan Commitment and (C) after giving
                  effect to such Loans, the Facility Usage does not exceed the
                  lesser of (1) the Maximum Facility Amount and (2) the
                  Borrowing Base determined as of the date on which the
                  requested Loans are to be made. Subject to the terms and
                  conditions of this Agreement, Borrower may borrow, repay and
                  reborrow hereunder Loans under the Revolving Credit Facility.

         (ii)     The aggregate amount of all Loans in any Borrowing must be
                  equal to $500,000 or any higher integral multiple of $250,000.
                  Borrower may have no more than five Borrowings of LIBOR Loans
                  outstanding at any time. The obligation of Borrower to repay
                  to each Lender the aggregate amount of all Loans made by such
                  Lender, and to reimburse such Lender for its share of all
                  Matured L/C Obligations, together with interest accruing in
                  connection therewith, shall be evidenced by a Note made by
                  Borrower payable to the order of such Lender in the form of
                  Exhibit A with appropriate insertions. The amount of
                  principal owing on any Note at any given time shall be the
                  aggregate amount of all Loans theretofore made by such Lender,
                  minus all payments of principal theretofore received by
                  such Lender on such Note. Interest on each Note shall accrue
                  and be due and payable as provided herein and therein. The
                  principal amount of each Note shall be due and payable as
                  provided herein and therein. Notwithstanding any other
                  provision hereof to the contrary each Note shall be due and
                  payable in full not later than the last day of the Commitment
                  Period.

(b)      Requests for New Loans. The Borrower Representative must give to the
         Administrative Agent written notice (or telephonic notice promptly
         confirmed in writing) of any requested Borrowing of Loans to be funded
         by the Lenders. Each such notice constitutes a "BORROWING NOTICE"
         hereunder and must:

         (i)      specify (A) the aggregate amount of any such Borrowing of
                  Alternative Base Rate Loans and the date on which such
                  Alternative Base Rate Loans are to be advanced or (B) the
                  aggregate amount of any such Borrowing of LIBOR Loans, the
                  date on which such LIBOR Loans are to be advanced (which shall
                  be the first day of the Interest Period which is to apply
                  thereto) and the length of the applicable Interest Period; and

         (ii)     be received by the Administrative Agent not later than 11:00
                  a.m., New York, New York time, on (A) the Business Day
                  preceding the day on which any such





                                       32
<PAGE>

                  Alternative Base Rate Loans are to be made or (B) the third
                  Business Day preceding the day on which any such LIBOR Loans
                  are to be made.

         Each such written request or confirmation must be made in the form and
         substance of the Borrowing Notice attached hereto as Exhibit B, duly
         completed. Each such telephonic request shall be deemed a
         representation, warranty, acknowledgment and agreement by Borrower as
         to the matters that are required to be set out in such written
         confirmation. Upon receipt of any such Borrowing Notice, the
         Administrative Agent shall give each Lender prompt notice of the terms
         thereof. If all conditions precedent to such new Loans have been met,
         each Lender will on the date requested promptly remit to the
         Administrative Agent at the Administrative Agent's office in New York,
         New York the amount of such Lender's Loan in immediately available
         funds, and upon receipt of such funds, unless to its actual knowledge
         any conditions precedent to such Loans have been neither met nor waived
         as provided herein, the Administrative Agent shall promptly make such
         Loans available to Borrower. Unless the Administrative Agent shall have
         received prompt notice from a Lender that such Lender will not make
         available to the Administrative Agent such Lender's new Loan, the
         Administrative Agent may in its discretion assume that such Lender has
         made such Loan available to the Administrative Agent in accordance with
         this Section and the Administrative Agent may if it chooses, in
         reliance upon such assumption, make such Loan available to Borrower. If
         and to the extent such Lender shall not so make its new Loan available
         to the Administrative Agent, such Lender and Borrower severally agree
         to pay or repay to the Administrative Agent within three days after
         demand the amount of such Loan together with interest thereon, for each
         day from the date such amount was made available to Borrower until the
         date such amount is paid or repaid to the Administrative Agent, with
         interest at (i) the Federal Funds Rate, if such Lender is making such
         payment and (ii) the interest rate applicable at the time to the other
         new Loans made on such date, if Borrower is making such repayment. If
         neither such Lender nor Borrower pays or repays to the Administrative
         Agent such amount within such three-day period, the Administrative
         Agent shall be entitled to recover from Borrower, on demand, in lieu of
         the interest provided for in the preceding sentence, interest thereon
         at the Default Rate, calculated from the date such amount was made
         available to Borrower. The failure of any Lender to make any new Loan
         to be made by it hereunder shall not relieve any other Lender of its
         obligation hereunder, if any, to make its new Loan, but no Lender shall
         be responsible for the failure of any other Lender to make any new Loan
         to be made by such other Lender.

(c)      Conditions Precedent to Extension of Credit. No Lender or LC Issuer has
         any obligation to make any Extension of Credit (including its first)
         unless the following conditions precedent have been satisfied:

         (i)      All representations and warranties as made by any Credit Party
                  in any Credit Document shall be true on and as of the date of
                  such Extension of Credit as if such representations and
                  warranties had been made as of the date of such Extension of
                  Credit, except to the extent that such representation or
                  warranty was made as of a specific date or updated, modified
                  or supplemented as of a subsequent date with the consent of
                  the Majority Lenders.



                                       33
<PAGE>

         (ii)     No Default shall exist at the date of such Extension of
                  Credit.

         (iii)    No Material Adverse Change shall have occurred.

         (iv)     The making of such Extension of Credit shall not be prohibited
                  by any Law and shall not subject any Lender or any LC Issuer
                  to any penalty or other onerous condition under or pursuant to
                  any such Law.

(d)      Continuations and Conversions of Existing Loans. Borrower may make the
         following elections with respect to Loans already outstanding: to
         Convert, in whole or in part, Alternative Base Rate Loans to LIBOR
         Loans, to Convert, in whole or in part, LIBOR Loans to Alternative Base
         Rate Loans on the last day of the Interest Period applicable thereto
         and to Continue, in whole or in part, LIBOR Loans beyond the expiration
         of such Interest Period by designating a new Interest Period to take
         effect at the time of such expiration. In making such elections,
         Borrower may combine existing Loans made pursuant to separate
         Borrowings into one new Borrowing or divide existing Loans made
         pursuant to one Borrowing into separate new Borrowings. Borrower may
         have no more than five Borrowings of LIBOR Loans outstanding at any
         time. To make any such election, the Borrower Representative must give
         to the Administrative Agent written notice (or telephonic notice
         promptly confirmed in writing) of any such Conversion or Continuation
         of existing Loans, with a separate notice given for each new Borrowing.
         Each such notice constitutes a "CONTINUATION/CONVERSION NOTICE"
         hereunder and must:

         (i)      specify the existing Loans which are to be Continued or
                  Converted;

         (ii)     specify (A) the aggregate amount of any Borrowing of
                  Alternative Base Rate Loans into which such existing Loans are
                  to be Continued or Converted and the date on which such
                  Continuation or Conversion is to occur or (B) the aggregate
                  amount of any Borrowing of LIBOR Loans into which such
                  existing Loans are to be Continued or Converted, the date on
                  which such Continuation or Conversion is to occur (which shall
                  be the first day of the Interest Period which is to apply to
                  such LIBOR Loans) and the length of the applicable Interest
                  Period; and

         (iii)    be received by Lender not later than 11:00 a.m., New York, New
                  York time, on (A) the day on which any such Continuation or
                  Conversion to Alternative Base Rate Loans is to occur or (B)
                  the third Business Day preceding the day on which any such
                  Continuation or Conversion to LIBOR Loans is to occur.

         Each such written request or confirmation must be made in the form and
         substance of the Continuation/Conversion Notice attached hereto as
         Exhibit C, duly completed. Each such telephonic request shall be deemed
         a representation, warranty, acknowledgment and agreement by Borrower as
         to the matters that are required to be set out in such written
         confirmation. Upon receipt of any such Continuation/Conversion Notice,
         the Administrative Agent shall give each Lender prompt notice of the
         terms thereof. Each Continuation/Conversion Notice shall be irrevocable
         and binding on Borrower. During the continuance of any Default,
         Borrower may not make any election to Convert existing Loans into LIBOR
         Loans or Continue existing Loans as LIBOR Loans beyond the





                                       34
<PAGE>

         expiration of their respective and corresponding Interest Period then
         in effect. If, due to the existence of a Default or for any other
         reason, Borrower fails to timely and properly give any
         Continuation/Conversion Notice with respect to a Borrowing of existing
         LIBOR Loans at least three Business Days prior to the end of the
         Interest Period applicable thereto, such LIBOR Loans, to the extent not
         prepaid at the end of such Interest Period, shall automatically be
         Converted into Alternative Base Rate Loans at the end of such Interest
         Period. No new funds shall be repaid by Borrower or advanced by any
         Lender in connection with any Continuation or Conversion of existing
         Loans pursuant to this Section, and no such Continuation or Conversion
         shall be deemed to be a new advance of funds for any purpose; such
         Continuations and Conversions merely constitute a change in the
         interest rate applicable to already outstanding Loans.

(e)      Use of Proceeds.

         (i)      Borrower shall use all proceeds of Loans solely (A) for
                  working capital purposes in the ordinary course of business
                  and (B) to refinance Matured L/C Obligations.

         (ii)     Borrower shall use all Letters of Credit solely for the
                  purposes specified in Section 2(h)(iv).

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

(f)      Optional Prepayments of Loans. Borrower may, upon five Business Days'
         notice to the Administrative Agent (and the Administrative Agent will
         promptly give notice to the other Lenders), from time to time and
         without premium or penalty prepay the Loans, in whole or in part, so
         long as the aggregate amounts of all partial prepayments of principal
         on the Loans equals $2,000,000 or any higher integral multiple of
         $250,000. Each prepayment of principal under this Section shall be
         accompanied by all interest then accrued and unpaid on the principal so
         prepaid. Any principal or interest 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, including, without limitation, pursuant to Section 3(f).

(g)      Mandatory Prepayments; Automatic Reduction of Maximum Facility Amount.

         (i)      Borrower shall ensure that at no time will Facility Usage
                  exceed the Borrowing Base as calculated on any day during the
                  Commitment Period, which amount as so calculated may differ
                  from the amount of the Borrowing Base reflected in the




                                       35
<PAGE>

                  most recently delivered Borrowing Base Report. If at any time
                  the Facility Usage exceeds the Borrowing Base (whether due to
                  a reduction in the Borrowing Base in accordance with this
                  Agreement, or otherwise), or the Maximum Facility Amount
                  (whether due to a reduction thereto pursuant to Section
                  2(g)(ii) or Section 2(m)(iii), or otherwise), Borrower shall
                  immediately and without demand prepay the principal of the
                  Loans in an amount at least equal to such excess.

         (ii)     If at any time during the Commitment Period Borrower shall
                  receive or be entitled to receive (A) a loan or other proceeds
                  of any Permitted Refinancing Indebtedness or (B) any proceeds
                  (including insurance proceeds) with respect to any sale,
                  transfer, lease, exchange, alienation, disposition, loss,
                  destruction or condemnation of any Collateral (excluding any
                  sale permitted under Section 9(f)(iii) below), the Maximum
                  Facility Amount will be reduced automatically and permanently
                  on a pro tanto basis by an amount equal to (x) the total
                  proceeds received minus (y) any amount thereof applied to pay
                  or prepay Obligations outstanding under either of the SCTSC
                  Agreements with a concomitant permanent reduction of SCTSC's
                  commitment thereunder.

         (iii)    If at any time during the Commitment Period Borrower shall
                  receive or be entitled to receive proceeds of any Permitted
                  Repurchase Indebtedness, the Maximum Facility Amount will be
                  reduced automatically and permanently on a pro tanto basis by
                  an amount equal to the lesser of (A) the total proceeds
                  received minus any amount thereof applied to pay or prepay
                  Obligations outstanding under either of the SCTSC Agreements
                  and with a concomitant permanent reduction of SCTSC's
                  commitment thereunder and (B) $65,000,000 minus any amount of
                  such total proceeds received applied as described in the
                  foregoing subclause (A).

         (iv)     Each prepayment of principal under this Section shall be
                  accompanied by all interest then accrued and unpaid on the
                  principal so prepaid. Any principal or interest 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.

(h)      Letters of Credit. Subject to the terms and conditions hereof, Borrower
         may during the Commitment Period request L/C Issuer to issue, amend or
         extend the expiration date of, one or more Letters of Credit; provided,
         however, that:

         (i)      after taking such Letter of Credit into account, the Facility
                  Usage does not at such time exceed the lesser of (A) the
                  Maximum Facility Amount and (B) the Borrowing Base;

         (ii)     the expiration date of such Letter of Credit is prior to the
                  earlier of (A) 70 days after the date such Letter of Credit is
                  to be issued, or such longer period (not to exceed 365 days)
                  as may be Currently Approved by the Majority Lenders and (B)
                  prior to the end of the Commitment Period;


                                       36
<PAGE>

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

         (iv)     such Letter of Credit is related to the purchase or exchange
                  by any Borrower Party of crude oil, refined petroleum products
                  or NGLs or other business purposes and is in a form and with
                  terms as is usual and customary for letters of credit issued
                  by L/C Issuer and shall be acceptable to L/C Issuer in its
                  sole and absolute discretion and Currently Approved by the
                  Administrative Agent; and

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

L/C Issuer will honor any such request if the foregoing conditions (i) through
(v) (in the following Section (i) referred to as the "L/C CONDITIONS") have been
met as of the date of issuance, amendment or extension of such Letter of Credit.

(i)      Requesting Letters of Credit. The Borrower Representative must make
         written request for any Letter of Credit at least one Business Day
         before the date on which Borrower desires for L/C Issuer to issue such
         Letter of Credit. By making any such written request, unless otherwise
         expressly stated therein, Borrower shall be deemed to have represented
         and warranted that the L/C Conditions described in Section (h) will be
         met as of the date of issuance of such Letter of Credit. Each such
         written request for a Letter of Credit must be made in writing in the
         form and substance of Exhibit D, the terms and provisions of which are
         hereby incorporated herein by reference (or in such other form as may
         mutually be agreed upon by L/C Issuer and the Borrower Representative).
         If all L/C Conditions for a Letter of Credit have been met as described
         in Section (h) on any Business Day before 11:00 a.m., New York, New
         York time, L/C Issuer will issue such Letter of Credit on the same
         Business Day at L/C Issuer's Domestic Lending Office. If the L/C
         Conditions are met as described in Section (h) on any Business Day on
         or after 11:00 a.m., New York, New York time, L/C Issuer will issue
         such Letter of Credit on the next succeeding Business Day at L/C
         Issuer's Domestic Lending Office. If any provisions of any Letter of
         Credit Request conflict with any provisions of this Agreement, the
         provisions of this Agreement shall govern and control.

(j)      Reimbursement and Participations.

         (i)      Each Matured L/C Obligation shall constitute a loan by L/C
                  Issuer to Borrower. Borrower promises to pay to L/C Issuer, or
                  to L/C Issuer's order, on demand, the full amount of each
                  Matured L/C Obligation, together with interest thereon (A) at
                  the Alternative Base Rate to and including the second Business
                  Day after the Matured L/C Obligation is incurred and (B) at
                  the Default Rate on each day thereafter.

         (ii)     If the beneficiary of any Letter of Credit makes a draft or
                  other demand for payment thereunder then the Borrower
                  Representative may, during the interval between the making
                  thereof and the honoring thereof by L/C Issuer, request the



                                       37
<PAGE>

                  Lenders to make Loans to Borrower in the amount of such draft
                  or demand, which Loans shall be made concurrently with L/C
                  Issuer's payment of such draft or demand and shall be
                  immediately applied by L/C Issuer to repay the amount of the
                  resulting Matured L/C Obligation. Such a request by the
                  Borrower Representative shall be made in compliance with all
                  of the provisions hereof; provided, however, that for the
                  purposes of the first sentence of Section 2(a)(i), the amount
                  of such Loans shall be considered, but the amount of the
                  Matured L/C Obligation to be concurrently paid by such Loans
                  shall not be considered.

         (iii)    L/C Issuer irrevocably agrees to grant and hereby grants to
                  each Lender, and, to induce L/C Issuer to issue Letters of
                  Credit hereunder, each Lender irrevocably agrees to accept and
                  purchase and hereby accepts and purchases from L/C Issuer, on
                  the terms and conditions hereinafter stated and for such
                  Lender's own account and risk an undivided interest equal to
                  such Lender's Percentage Share of L/C Issuer's obligations and
                  rights under each Letter of Credit issued hereunder and the
                  amount of each Matured L/C Obligation paid by L/C Issuer
                  thereunder. Each Lender unconditionally and irrevocably agrees
                  with L/C Issuer that, if a Matured L/C Obligation is paid
                  under any Letter of Credit for which L/C Issuer is not
                  reimbursed in full by Borrower in accordance with the terms of
                  this Agreement and the related Letter of Credit Request
                  (including any reimbursement by means of concurrent Loans or
                  by the application of L/C Collateral), such Lender shall (in
                  all circumstances and without set-off or counterclaim) pay to
                  L/C Issuer on demand, in immediately available funds at L/C
                  Issuer's address for notices hereunder, such Lender's
                  Percentage Share of such Matured L/C Obligation (or any
                  portion thereof that has not been reimbursed by Borrower).
                  Each Lender's obligation to pay L/C Issuer pursuant to the
                  terms of this subsection is irrevocable and unconditional. If
                  any amount required to be paid by any Lender to an L/C Issuer
                  pursuant to this subsection is paid by such Lender to L/C
                  Issuer within three Business Days after the date such payment
                  is due, L/C Issuer shall in addition to such amount be
                  entitled to recover from such Lender, on demand, interest
                  thereon calculated from such due date at the Federal Funds
                  Rate. If any amount required to be paid by any Lender to an
                  L/C Issuer pursuant to this subsection is not paid by such
                  Lender to L/C Issuer within three Business Days after the date
                  such payment is due, L/C Issuer shall in addition to such
                  amount be entitled to recover from such Lender, on demand,
                  interest thereon calculated from such due date at the
                  Alternative Base Rate.

         (iv)     Whenever an L/C Issuer has in accordance with subsection (iii)
                  above received from any Lender payment of such Lender's
                  Percentage Share of any Matured L/C Obligation, if L/C Issuer
                  thereafter receives any payment of such Matured L/C Obligation
                  or any payment of interest thereon (whether directly from
                  Borrower or by application of L/C Collateral or otherwise, and
                  excluding only interest for any period prior to L/C Issuer's
                  demand that such Lender make such payment of its Percentage
                  Share), L/C Issuer will distribute to such Lender its
                  Percentage Share of the amounts so received by L/C Issuer;
                  provided, however, that if any such payment received by L/C
                  Issuer must thereafter be returned by L/C Issuer, such





                                       38
<PAGE>

                  Lender shall return to L/C Issuer the portion thereof that L/C
                  Issuer has previously distributed to it.

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

(k)      No Duty to Inquire.

         (i)      L/C Issuer is authorized and instructed to accept and pay
                  drafts and demands for payment under any Letter of Credit
                  without requiring, and without responsibility for, any
                  determination as to the existence of any event giving rise to
                  such draft, either at the time of acceptance or payment or
                  thereafter. L/C Issuer is under no duty to determine the
                  proper identity of anyone presenting such a draft or making
                  such a demand (whether by tested telex or otherwise) as the
                  officer, representative or agent of any beneficiary under any
                  Letter of Credit, and payment by L/C Issuer to any such
                  beneficiary when requested by any such purported officer,
                  representative or agent is hereby authorized and approved.
                  Each Borrower Party releases each Lender Party from, and
                  agrees to hold each Lender Party harmless and indemnified
                  against, any liability or claim in connection with or arising
                  out of the subject matter of this Section, WHICH INDEMNITY
                  SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN
                  ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
                  NEGLIGENT ACT OR OMISSION OF ANY KIND BY SUCH LENDER PARTY;
                  provided, however, only that no Lender Party shall be entitled
                  to indemnification for that portion, if any, of any liability
                  or claim which is proximately caused by its own individual
                  gross negligence or willful misconduct, as determined in a
                  final judgment.

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

         (iii)    If any Letter of Credit provides that it is transferable, L/C
                  Issuer shall have no duty to determine the proper identity of
                  anyone appearing as transferee of such Letter of Credit, nor
                  shall L/C Issuer be charged with responsibility of any nature
                  or character for the validity or correctness of any transfer
                  or successive transfers, and payment by L/C Issuer to any
                  purported transferee or transferees as determined by L/C
                  Issuer is hereby authorized and approved, and Borrower
                  releases each Lender Party from and agrees to hold each Lender
                  Party harmless




                                       39
<PAGE>

                  and indemnified against, any liability or claim in connection
                  with or arising out of the foregoing, WHICH INDEMNITY SHALL
                  APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY
                  OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT
                  ACT OR OMISSION OF ANY KIND BY SUCH LENDER PARTY; provided,
                  however, only that no Lender Party shall not be entitled to
                  indemnification for that portion, if any, of any liability or
                  claim which is proximately caused by its own individual gross
                  negligence or willful misconduct, as determined in a final
                  judgment.

(l)      L/C Collateral.

         (i)      If, after the making of all mandatory prepayments required
                  under Section 2(g), the outstanding L/C Obligations to the L/C
                  Issuer will exceed the lesser of (i) Borrowing Base and (ii)
                  the Maximum Facility Amount, then in addition to prepayment of
                  the entire principal balance of the Loans, Borrower will
                  immediately pay to L/C Issuer an amount equal to such excess
                  attributable to the L/C Obligations held by L/C Issuer. L/C
                  Issuer will hold such amount as collateral security for the
                  remaining L/C Obligations held by it (all such amounts held as
                  collateral security for such L/C Obligations being herein
                  collectively referred to as the "L/C COLLATERAL") and the
                  other Obligations, and such collateral may be applied from
                  time to time to pay the Matured L/C Obligations of L/C Issuer.
                  However, neither this subsection nor the following subsection
                  shall limit or impair any rights which L/C Issuer may have
                  under any other document or agreement relating to any Letter
                  of Credit, L/C Collateral or L/C Obligation, including any
                  Letter of Credit Request or any rights that any Lender Party
                  may have to otherwise apply any payments by Borrower and any
                  L/C Collateral under Section 3(a).

         (ii)     If the Obligations or any part thereof become immediately due
                  and payable pursuant to Section 10 then, unless all Lenders
                  otherwise specifically elect to the contrary (which election
                  may thereafter be retracted by all Lenders at any time), all
                  L/C Obligations shall become immediately due and payable
                  without regard to whether or not actual drawings or payments
                  on the Letters of Credit have occurred, and Borrower shall be
                  obligated to pay to L/C Issuer immediately an amount equal to
                  the aggregate L/C Obligations of L/C Issuer that are then
                  outstanding to be held as L/C Collateral.

         (iii)    Pending application thereof, all L/C Collateral shall be
                  invested by L/C Issuer in such Cash Equivalents as L/C Issuer
                  may choose in its sole discretion. All interest on (and other
                  proceeds of) such Investments shall be reinvested or applied
                  to L/C Issuer's Matured L/C Obligations or other Obligations
                  that are due and payable. When all Obligations have been
                  satisfied in full, including all L/C Obligations, all Letters
                  of Credit have expired or been terminated, and all of
                  Borrower's reimbursement obligations in connection therewith
                  have been satisfied in full, L/C Issuer shall release any
                  remaining L/C Collateral held by it. Borrower hereby assigns
                  and grants to L/C Issuer for the benefit of Lenders a
                  continuing security interest in all L/C Collateral paid by it
                  to L/C Issuer, all Investments purchased





                                       40
<PAGE>

                  with such L/C Collateral and all proceeds thereof to secure
                  its Matured L/C Obligations and its Obligations under this
                  Agreement, each Note and the other Credit Documents, and
                  Borrower agrees that such L/C Collateral, Investments and
                  proceeds shall be subject to all of the terms and conditions
                  of Section 4 and Section 11 and the other provisions hereof.
                  Borrower further agrees that L/C Issuer shall have all of the
                  rights and remedies of a secured party under the UCC with
                  respect to such security interest and that an Event of Default
                  under this Agreement shall constitute a default for purposes
                  of such security interest.

         (iv)     When Borrower is required to provide L/C Collateral for any
                  reason and fails to do so on the day when required, L/C Issuer
                  or the Administrative Agent may, without prior notice to
                  Borrower or any other Credit Party, provide such L/C
                  Collateral (whether by application of proceeds of other
                  Collateral, by transfers from other accounts maintained with
                  L/C Issuer, or otherwise) using any available funds of any
                  Borrower Party or any other Person also liable to make such
                  payments, and L/C Issuer or the Administrative Agent will give
                  notice thereof to the Borrower Representative promptly after
                  such application or transfer. Any such amounts that are
                  required to be provided as L/C Collateral and which are not
                  provided on the date required shall be considered past due
                  Obligations owing hereunder, and L/C Issuer is hereby
                  authorized to exercise its respective rights hereunder to
                  obtain such amounts.

(m)      Interest Rates and Fees; Voluntary Reduction of Maximum Facility
         Amount.

         (i)      Unless the Default Rate shall apply, (A) each Alternative Base
                  Rate Loan shall bear interest on each day outstanding at the
                  Alternative Base Rate in effect on such day and (B) each LIBOR
                  Loan shall bear interest on each day during the related
                  Interest Period at the related LIBOR in effect during such
                  period, plus three percent (3.0%). During a Default Rate
                  Period, all Loans shall bear interest on each day outstanding
                  at the Default Rate. If an Event of Default based upon
                  Sections 10(a), 10(b) or, with respect to Borrower, based upon
                  Sections 10(h)(i), 10(h)(ii) or 10(h)(iii) exists and the
                  Loans are not bearing interest at the Default Rate, the past
                  due principal and past due interest shall bear interest on
                  each day outstanding at the Default Rate. The interest rate
                  for any Alternative Base Rate Loan and LIBOR Loan shall change
                  whenever the applicable Alternative Base Rate or the Reserve
                  Percentage, respectively, changes. In no event shall the
                  interest rate on any Loan exceed the Highest Lawful Rate.

         (ii)     On each applicable Interest Payment Date, the Borrower shall
                  pay to the Administrative Agent all unpaid interest that has
                  accrued on the related Loans to, but not including, such
                  Interest Payment Date.

         (iii)    In consideration of each Lender's commitment to make Loans,
                  Borrower will pay to the Administrative Agent for the account
                  of each of Lender a commitment fee determined on a daily basis
                  equal to the Commitment Fee Rate in effect on such day times
                  the unused portion of such Lender's Percentage Share of the
                  unused portion of the Maximum Facility Amount on each day
                  during the Commitment




                                       41
<PAGE>

                  Period, determined for each such day by deducting from the
                  amount of the Maximum Facility Amount at the end of such day
                  the Facility Usage. This commitment fee shall be due and
                  payable in arrears on the last day of each Fiscal Quarter and
                  at the end of the Commitment Period. Borrower shall have the
                  right from time to time to reduce permanently the Maximum
                  Facility Amount; provided, however, that (A) notice of such
                  reduction is given not less than two Business Days prior to
                  such reduction, (B) the resulting Maximum Facility Amount is
                  not less than the Facility Usage and (C) each partial
                  reduction shall be in an amount at least equal to $500,000 and
                  in multiples of $100,000 in excess thereof.

         (iv)     In consideration of L/C Issuer's issuance of any Letter of
                  Credit, Borrower agrees to pay to the Administrative Agent,
                  for the account of all Lenders in accordance with their
                  respective Percentage Shares:

                  (A)      the Letter of Credit Fee, payable monthly in arrears
                           within 15 days after the end of each month, or
                           portion thereof, that any Letter of Credit is
                           outstanding; and

                  (B)      an additional letter of credit fee equal to the
                           Additional L/C Usage Fee. Such fee will be calculated
                           on the face amount of each Letter of Credit
                           outstanding on the first day of each month and will
                           be payable monthly in arrears within 15 days after
                           the end of such month.

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

         (vi)     In addition to all other amounts due to the Administrative
                  Agent under the Credit Documents, Borrower will pay to the
                  Administrative Agent, for its own account, an arrangement fee,
                  payable monthly in arrears on the first day of each month with
                  respect to the immediately preceding month in an amount equal
                  to (i) two percent (2%) per annum multiplied by (ii) the
                  Average Daily Maximum Facility Amount for each month. The
                  first installment of such fee shall be payable on May 1, 2002
                  with respect to each of the months of February, March and
                  April, 2002. For purposes of this Section 2(m)(vi), the
                  "AVERAGE DAILY MAXIMUM FACILITY AMOUNT" for any month shall
                  equal the quotient of (x) the sum of the Maximum Facility
                  Amount as it exists at 5:00 p.m., New York time, for each day
                  in the month divided by (y) the total number of days in such
                  month.



                                       42
<PAGE>

3.   Payments to Lenders.

(a)      General Procedures. Borrower will make each payment that it owes under
         the Credit Documents to the Administrative 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
         Administrative Agent not later than noon, New York, New York time, on
         the date such payment becomes due and payable. Any payment received by
         the Administrative 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 or past due interest,
         interest shall accrue and be payable thereon for the period of such
         extension in the Credit Document under which such payment is due. Each
         payment under a Credit Document shall be due and payable at the place
         provided therein and, if no specific place of payment is provided,
         shall be due and payable at the place of payment of the Notes. When the
         Administrative Agent collects or receives money on account of the
         Obligations, the Administrative Agent shall distribute all money so
         collected or received and each Lender Party shall apply all such money
         so distributed, as follows:

         (i)      first, for the payment of all Obligations which are then due
                  (and if such money is insufficient to pay all such
                  Obligations, first to any reimbursements due such Lender Party
                  under Section 8(b) or Section 8(l) and then to the partial
                  payment of all other Obligations then due in proportion to the
                  amounts thereof, or as the Lender Party shall otherwise
                  agree);

         (ii)     then for the prepayment of amounts owing under the Credit
                  Documents (other than principal on the Notes) if so specified
                  by the Borrower Representative;

         (iii)    then for the prepayment of principal on the Notes, together
                  with accrued and unpaid interest on the principal so prepaid
                  and then held as L/C Collateral pursuant to Section 2(l)(iii);
                  and

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

         All payments applied to principal or interest on any Note shall be
         applied first to any interest then due and payable, then to principal
         then due and payable and last to any prepayment of principal and
         interest in compliance with Section 2(f) and Section 2(g). All
         distributions of amounts described in any of subsections (ii), (iii) or
         (iv) above shall be made by the Administrative Agent pro rata to each
         Lender Party then owed Obligations described in such subsection in
         proportion to all amounts owed to all Lender Parties which are
         described in such subsection; provided, however, that if any Lender
         then owes payments to L/C Issuer for the purchase of a participation
         under Section 2(j)(iii) or to the Administrative Agent hereunder, any
         amounts otherwise distributable under this Section to such Lender shall
         be deemed to belong to L/C Issuer or the Administrative Agent,
         respectively, to the extent of such unpaid payments, and the
         Administrative Agent shall apply such amounts to make such unpaid
         payments rather than distribute such amounts to such Lender.



                                       43
<PAGE>

(b)      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 demand by such Lender
         Party, Borrower 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 Loans, Letters of Credit, participations in Letters of Credit
         or Loan Commitment under this Agreement.

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

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

         (ii)     shall change, impose, modify, apply or deem applicable any
                  reserve, special deposit or similar requirements in respect of
                  any LIBOR Loan or any Letter of Credit (excluding those for
                  which such Lender Party is fully compensated pursuant to
                  adjustments made in the definition of LIBOR) 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 or the interbank eurocurrency
                  deposit market any other condition affecting any LIBOR Loan or
                  Letter of Credit, the result of which is to increase the cost
                  to any Lender Party of funding or maintaining any LIBOR Loan
                  or of issuing any Letter of Credit or to reduce the amount of
                  any sum receivable by any Lender Party in respect of any LIBOR
                  Loan or Letter of Credit by an amount deemed by any Lender
                  Party to be material,

         then such Lender Party shall promptly notify the Administrative 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 (i) Borrower shall, within five Business
         Days after demand therefor by such Lender Party, pay such amount to the
         Administrative




                                       44
<PAGE>

         Agent for the account of such Lender Party and (ii) Borrower may elect,
         by giving to the Administrative Agent and such Lender Party not less
         than three Business Days' notice, to Convert all (but not less than
         all) of any such LIBOR Loans into Alternative Base Rate Loans.

(d)      Notice; Change of Applicable Lending Office. A Lender Party shall
         notify the Borrower Representative of any event occurring after the
         date of this Agreement that will entitle such Lender Party to
         compensation under Sections 3(b), (c), 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 Sections 3(b), (c), or (e)
         in respect of any costs resulting from such event, only be entitled to
         payment under Sections 3(b), (c), or (e) for costs 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 for the Loans affected by such event if such
         designation will avoid the need for, or reduce the amount of, such
         compensation and will not, in the sole opinion 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 in the United States of America. Each Lender Party will furnish
         to the Borrower Representative a certificate setting forth the basis
         and amount of each request by such Lender Party for compensation under
         Sections 3(b), (c), or (e).

(e)      Availability. If (i) any change in applicable Laws, or in the
         interpretation or administration thereof, of or in any jurisdiction
         whatsoever, domestic or foreign, shall make it unlawful or
         impracticable for such Lender Party to fund or maintain LIBOR Loans or
         to issue or participate in Letters of Credit or shall materially
         restrict the authority of any Lender Party to purchase or take offshore
         deposits of dollars (i.e., "eurodollars"), (ii) any Lender Party
         determines that matching deposits appropriate to fund or maintain any
         LIBOR Loan are not available to it or (iii) any Lender Party determines
         that the formula for calculating LIBOR does not fairly reflect the cost
         to such Lender Party of making or maintaining loans based on such rate,
         then, upon notice by such Lender Party to the Borrower Representative
         and such Lender Party, Borrower's right to elect LIBOR Loans from such
         Lender Party (or, if applicable, to obtain Letters of Credit) shall be
         suspended to the extent and for the duration of such illegality,
         impracticability or restriction and all LIBOR Loans of such Lender
         Party that are then outstanding or are then the subject of any
         Borrowing Notice and which cannot lawfully or practicably be maintained
         or funded shall immediately become or remain, or shall be funded as,
         Alternative Base Rate Loans of such Lender Party. Borrower agrees to
         indemnify each Lender Party and hold it harmless against all costs,
         expenses, claims, penalties, liabilities and damages that may result
         from any such change in Law, interpretation or administration. Such
         indemnification shall be on an after-tax basis, taking into account any
         taxes imposed on the amounts paid as indemnity.

(f)      Funding Losses. In addition to its other obligations hereunder,
         Borrower will indemnify each Lender Party against, and reimburse each
         Lender Party on demand for, any loss or expense incurred or sustained
         by such Lender Party (including any loss or expense





                                       45
<PAGE>

         incurred by reason of the liquidation or reemployment of deposits or
         other funds acquired by each Lender Party to fund or maintain LIBOR
         Loans), as a result of (i) any payment or prepayment (whether or not
         authorized or required hereunder) of all or a portion of a LIBOR Loan
         on a day other than the day on which the applicable Interest Period
         ends, (ii) any payment or prepayment, whether or not required
         hereunder, of a Loan made after the delivery, but before the effective
         date, of a Continuation/Conversion Notice, if such payment or
         prepayment prevents such Continuation/Conversion Notice from becoming
         fully effective, (iii) the failure of any Loan to be made or of any
         Continuation/Conversion Notice to become effective due to any condition
         precedent not being satisfied or due to any other action or inaction of
         any Credit Party or (iv) any Conversion (whether or not authorized or
         required hereunder) of all or any portion of any LIBOR Loan into an
         Alternative Base Rate Loan or into a different LIBOR Loan on a day
         other than the day on which the applicable Interest Period ends. Such
         indemnification shall be on an after-tax basis, taking into account any
         taxes imposed on the amounts paid as indemnity.

(g)      Reimbursable Taxes.  Borrower covenants and agrees that:

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

         (ii)     All payments on account of the principal of, and interest on,
                  each Lender Party's Loans and the Notes, and all other amounts
                  payable by Borrower 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 Borrower. In the event of Borrower
                  being compelled by Law to make any such deduction or
                  withholding from any payment to any Lender Party, Borrower
                  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 Borrower shall make any deduction or
                  withholding as aforesaid, Borrower 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)    If Borrower is ever required to pay any Reimbursable Tax with
                  respect to any LIBOR Loan, Borrower may elect, by giving to
                  the Administrative Agent and such Lender Party not less than
                  three Business Days' notice, to Convert all (but




                                       46
<PAGE>

                  not less than all) of any such LIBOR Loan into an Alternative
                  Base Rate Loan, but such election shall not diminish
                  Borrower's obligation to pay all Reimbursable Taxes.

         (iv)     Notwithstanding the foregoing provisions of this Section,
                  Borrower shall be entitled, to the extent it is required to do
                  so by Law, to deduct or withhold (and not to make any
                  indemnification or reimbursement for) income or other similar
                  taxes imposed by the United States of America (other than any
                  portion thereof attributable to a change in federal income tax
                  Laws effected after the date hereof) from interest, fees or
                  other amounts payable hereunder for the account of any Lender
                  Party, other than a 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 Administrative 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
                  Administrative 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 reasonably request for assisting such Lender
                  Party to obtain any allowable credits or deductions for the
                  taxes so deducted or withheld in the jurisdiction or
                  jurisdictions in which such Lender Party is subject to tax. As
                  used in this Section, "PRESCRIBED FORMS" means such duly
                  executed forms or statements, and in such number of copies,
                  which may, from time to time, be prescribed by Law and which,
                  pursuant to applicable provisions of (i) an income tax treaty
                  between the United States and the country of residence of such
                  Lender Party providing the forms or statements, (ii) the Code
                  or (iii) any applicable rules or regulations thereunder,
                  permit Borrower to make payments hereunder for the account of
                  such Lender Party free of such deduction or withholding of
                  income or similar taxes.

(h)      Replacement of Lender Parties. If any Lender Party seeks reimbursement
         for increased costs under Sections 3(b) through 3(g), then within 90
         days thereafter, provided no Default or Event of Default then exists,
         Borrower shall have the right (unless such Lender Party withdraws its
         request for additional compensation) to replace such Lender Party by
         requiring such Lender Party to assign its Loans and the Notes and its
         Loan Commitment hereunder to an Eligible Transferee reasonably
         acceptable to the Administrative Agent and to Borrower; provided,
         however, that: (i) all Obligations of Borrower owing to such Lender
         Party being replaced (including such increased costs and any breakage
         costs with respect to any outstanding LIBOR Loans, but excluding
         principal and accrued interest on the Note being assigned) shall be
         paid in full to such Lender Party concurrently with such assignment and
         (ii) the replacement Eligible Transferee shall purchase each Note being
         assigned by paying to such Lender Party a price equal to the principal
         amount thereof, plus accrued and unpaid interest and accrued and unpaid
         fees, including but not limited to those fees and amounts owed under
         Section 2(m). In connection with any such assignment, Borrower, the
         Administrative Agent, such Lender Party and the replacement Eligible
         Transferee shall otherwise comply with Section 14. However,
         notwithstanding the foregoing rights of Borrower under this Section,
         Borrower may not replace any





                                       47
<PAGE>

         Lender Party that seeks reimbursement for increased costs under
         Sections 3(b) through 3(g) unless Borrower is at the same time
         replacing all Lender Parties which are then seeking such compensation.

4.   GRANT OF SECURITY INTEREST.

(a)      To secure payment, performance and observance in full of all of the
         Obligations, each Credit Party hereby grants to the Administrative
         Agent for the benefit of all Lender Parties a continuing security
         interest in, a Lien upon, and a right of set-off against, and each such
         Credit Party hereby assigns, transfers, pledges and sets over to the
         Administrative Agent, all of such Credit Party's Collateral. All such
         Collateral shall be security for the payment, performance and
         observance of all such Obligations notwithstanding the maintenance of
         separate accounts by Lenders or the existence of any instruments
         evidencing any of the Obligations.

(b)      Upon the occurrence of an Event of Default as described herein and for
         the purposes of safeguarding the Lender Parties' interests in the
         Collateral, each Credit Party hereby constitutes the Administrative
         Agent and any designee of the Administrative Agent as such Credit
         Party's attorney-in-fact and authorizes the Administrative Agent or
         such designee, at such Credit Party's sole cost and expense, to
         exercise at any time or times in the Administrative Agent's discretion
         all or any of the following powers, at the sole expense of such Credit
         Party, which power-of-attorney being coupled with an interest shall be
         irrevocable until all of the Obligations have been indefeasibly paid in
         full: (i) receive, take, endorse, assign, deliver, accept, and deposit,
         in the name of the Administrative Agent or such Credit Party, any and
         all cash, checks, commercial paper, drafts, remittances and other
         instruments and documents relating to the Collateral, (ii) receive,
         open and dispose of all mail addressed to such Credit Party and notify
         postal authorities to change the address for delivery thereof to such
         address as the Administrative Agent may designate, (iii) transmit to
         account debtors and any bailees notice of the interest of the
         Administrative Agent in the Collateral or request from account debtors
         or such bailees at any time, in the name of such Credit Party or the
         Administrative Agent or any designee of the Administrative Agent,
         information concerning the Collateral and any amount owing with respect
         thereto, (iv) notify account debtors to make payment directly to the
         Administrative Agent, (v) take or bring, in the name of the
         Administrative Agent or such Credit Party, all steps, actions, suits or
         proceedings deemed by the Administrative Agent necessary or desirable
         to effect collection of the Collateral, (vi) enter such Credit Party's
         premises for the purpose of inspecting, verifying, auditing,
         maintaining, preserving, protecting and removing the Collateral and
         (vii) obtaining, adjusting, compromising, settling and canceling
         insurance policies on the Collateral and any claims thereunder. Each
         Credit Party hereby releases the Administrative Agent, its officers,
         employees and designees from any Liability arising from any act or acts
         under the authorizations granted in Section 3, or granted below or
         otherwise under this Agreement, the other Credit Documents or in
         furtherance hereof or thereof, whether by omission or commission, and
         whether based upon any error of judgment or mistake of law or fact.




                                       48
<PAGE>

(c)      There is hereby established with the Administrative Agent for the
         benefit of all Lender Parties a cash collateral account (the
         "COLLATERAL ACCOUNT") in the name and, pursuant to the terms hereof,
         under the control of the Administrative Agent into which there shall be
         deposited from time to time the cash proceeds of the Collateral (and of
         any other collateral under any other Credit Document) required to be
         delivered to the Administrative Agent pursuant to the following clause
         of this Section or pursuant to any other provision of this Agreement or
         any other Credit Document. The Credit Parties and the Administrative
         Agent shall deal with the Collateral Account as follows:

         (i)      Concurrently with the execution hereof (or promptly
                  thereafter), each Credit Party shall instruct all account
                  debtors and other persons or entities obligated to make
                  payments to such Credit Party on any accounts or other rights
                  to payment included within the Collateral to make such
                  payments either (A) directly to the Administrative Agent, in
                  which case such Credit Party shall instruct that such payments
                  be remitted to a post office box which shall be in the name
                  and under the control of the Administrative Agent or (B) if
                  the Administrative Agent agrees, to one or more banks
                  acceptable to the Administrative Agent, in which case such
                  Credit Party shall instruct that such payments be remitted to
                  a post office box in the name and under the control of such
                  bank that is subject to the terms of a lockbox letter
                  satisfactory to the Administrative Agent, duly executed by
                  such Credit Party and such bank, pursuant to which such Credit
                  Party shall have irrevocably instructed such other bank (and
                  such other bank shall have agreed) to remit all proceeds of
                  such payments directly to the Administrative Agent for deposit
                  into the Collateral Account or as the Administrative Agent may
                  otherwise instruct such bank. All such payments made to the
                  Administrative Agent shall be deposited in the Collateral
                  Account. In addition to the foregoing, each Credit Party
                  agrees that if the proceeds of any Collateral (including any
                  payments with respect to which instructions have been given as
                  provided above) shall be received by it, such Credit Party
                  shall as promptly as possible deposit such proceeds into the
                  Collateral Account. Until so deposited, all such proceeds
                  shall be held in trust by such Credit Party for the
                  Administrative Agent and shall not be commingled with any
                  other funds or property of such Credit Party, and such Credit
                  Party will not adjust, settle or compromise the amount or
                  payment of any such account or other right to payment or
                  release wholly or partly any account debtor or obligor thereof
                  or allow any credit or discount thereon.

         (ii)     Amounts on deposit in the Collateral Account shall either
                  remain on deposit therein or be invested and re-invested from
                  time to time in such Cash Equivalents as the Borrower
                  Representative (or, if a default or Event of Default has
                  occurred and is continuing, the Administrative Agent) shall
                  determine, which such Investments shall be held in the name
                  and be under the control of the Administrative Agent until
                  liquidated and applied as provided in the following subsection
                  (iii). Any income received by the Administrative Agent with
                  respect to the balance from time to time standing to the
                  credit of the Collateral Account, including any interest on or
                  proceeds of such Investments, shall also remain, or be
                  deposited, in the Collateral Account. All right, title and
                  interest in and to the amounts on deposit from time to time in
                  the Collateral Account, together with any




                                       49
<PAGE>

                  such Investments from time to time made pursuant to this
                  subsection shall vest in such Credit Party, subject in all
                  respects to the Liens and security interests created
                  hereunder, and shall constitute part of the Collateral
                  hereunder, and shall not constitute payment of the Obligations
                  until applied thereto as herein provided.

         (iii)    The balance from time to time standing in the Collateral
                  Account shall, except upon the occurrence and during the
                  continuation of a Default or an Event of Default, be
                  distributed to the applicable Credit Party upon the order of
                  the Borrower Representative. If immediately available cash on
                  deposit in the Collateral Account is not sufficient to make
                  any such distribution, the Administrative Agent shall, upon
                  the direction of the Borrower Representative, liquidate as
                  promptly as practicable such Cash Equivalent Investments as
                  may be required to obtain sufficient cash to make such
                  distribution; provided, however, that the portion of any such
                  distribution that can be made from immediately available cash
                  on deposit in the Collateral Account shall be made while such
                  liquidation is pending. Upon the occurrence and continuation
                  of a Default or an Event of Default, the Administrative Agent
                  shall, at the Administrative Agent's discretion, either (A)
                  continue to hold the balance of the Collateral Account and all
                  such Investments as Collateral or (B) apply any or all of the
                  balance from time to time outstanding to the credit of the
                  Collateral Account (subject to collection) as specified in
                  Section 11(a)(iii) and liquidate any or all Investments and
                  apply the proceeds thereof as specified in Section 11(a)(iii).

5.   AUTHORIZATION TO FILE FINANCING STATEMENTS. The Administrative Agent
         may at any time and from time to time file financing statements,
         continuation statements and amendments thereto that describe the
         Collateral as all assets of each Credit Party or words of similar
         effect and which contain any other information required by applicable
         law for the sufficiency or filing office acceptance of any financing
         statement, continuation statement or amendment, including whether such
         Credit Party is an organization, the type of organization and any
         organization identification number issued to such Credit Party. Each
         Credit Party agrees to furnish any such information to the
         Administrative Agent promptly upon request. Any such financing
         statements, continuation statements or amendments may be signed by the
         Administrative Agent on behalf of any Credit Party and may be filed at
         any time with or without any signature of such Credit Party or the
         Administrative Agent in any jurisdiction.

6.   OTHER ACTIONS OF CREDIT PARTIES.

(a)      Each Credit Party shall at any time and from time to time take such
         steps as the Administrative Agent may request for the Administrative
         Agent to (i) obtain an acknowledgment, in form and substance
         satisfactory to the Administrative Agent, of any bailee having
         possession of any of the Collateral that the bailee holds such
         Collateral for the Administrative 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




                                       50
<PAGE>

         Administrative Agent, and (iii) otherwise insure the continued
         perfection and priority of the Administrative 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 Administrative 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 Administrative
         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,
         title opinions and other legal opinions as the Administrative Agent
         deems necessary or desirable to better confirm the granting to the
         Administrative Agent by the applicable Credit Party of such Lien on
         such Credit Party's real property or fixtures included in the
         Collateral owned or leased by such Credit Party.

(c)      Nothing contained in this Agreement shall be construed to narrow the
         scope of the Administrative Agent's security interest in 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 Administrative Agent hereunder.

7.       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 Borrower by the Lenders:

(a)      Such Credit Party is duly organized, formed or incorporated, validly
         existing and in good standing 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. 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 within the United States identified in
         Section 7(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 the business transacted
         by it makes such qualification necessary, except where the failure to
         so qualify would not cause 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




                                       51
<PAGE>

         actions and procedures necessary, except where the failure to so
         qualify would not cause a Material Adverse Change.

(c)      Except as set forth in Section 7(c) of the Disclosure Schedule, this
         Agreement and the other Credit Documents constitute and will constitute
         legal, valid and binding obligations of such Credit Party, enforceable
         in accordance with their respective terms except as such enforcement
         may be limited by bankruptcy, insolvency or similar Laws of general
         application relating to the enforcement of creditors' rights.

(d)      Such Credit Party is in material 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, including, without limitation, all permits, licensing
         and approval requirements; ERISA; the Internal Revenue Code of 1986, as
         amended (the "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 as
         set forth in Section 7(d) of the Disclosure Schedule and to the extent
         that all such instances of noncompliance (if any) in the aggregate
         could not cause a Material Adverse Change.

(e)      No action of, or filing with, any governmental or public body or
         authority (other than the filing or recording of such UCC financing
         statements, mortgages, deeds of trust, fixture filings or other
         documents evidencing security interests and Liens in favor of the
         Administrative Agent set forth in Section 7(e) of the Disclosure
         Schedule) 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 7(f) of the Disclosure
         Schedule, conflict with any provision of (A) any law, (B) the
         organizational or other charter documents of such Credit Party or any
         of its Affiliates or (C) any material agreement, judgment, license,
         order or permit applicable to or binding upon such Credit Party or any
         of its Affiliates, (ii) result in the acceleration of any Indebtedness
         owed by such Credit Party or any of its Affiliates 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.

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<PAGE>

(g)      Such Credit Party's place of incorporation, organization or formation,
         as applicable, is the State of Delaware, and its principal place of
         business and chief executive office, where its records are maintained
         are disclosed on the signature page hereto. Except as set forth in
         Section 7(g) of the Disclosure Schedule, such Credit Party does not use
         any trade styles, trade names or fictitious partnership names.

(h)      Except as set forth in Section 7(h) of the Disclosure Schedule, the
         security interests and/or mortgage Liens granted by such Credit Party
         to the Administrative Agent or, as the case may be, executed and
         delivered by such Credit Party in favor of the Administrative Agent and
         included in the Credit Documents constitute valid, and upon perfection,
         first priority security interests in and/or mortgage Liens upon the
         applicable Collateral subject only to Permitted Liens.

(i)      Except as set forth in Section 7(i) of the Disclosure Schedule, each
         Credit Party has good and valid title to all of its Collateral subject
         to no Liens of any kind, except for Permitted Liens, and has the right
         to grant and convey the same to the Administrative Agent all in the
         manner and form herein provided and without obtaining the waiver,
         consent or approval of any Person.

(j)      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, except as set forth in Section 7(j) of the Disclosure
         Schedule.

(k)      Subject to the matters described in Section 7(k) of the Disclosure
         Schedule, no Termination Event has occurred with respect to any ERISA
         Plan and all ERISA Affiliates are in compliance with ERISA in all
         material respects excluding any such failure that could not reasonably
         be expected to result in a Material Adverse Change. 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 which could reasonably be expected to result in a
         Material Adverse Change. No "accumulated funding deficiency" (as
         defined in Section 412(a) of the 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 except to the extent such excess could not
         reasonably be expected to result in a Material Adverse Change.

(l)      Without limiting the provisions of Section 7(d):

         (i)      No notice, notification, demand, request for information,
                  citation, summons or order has been issued, no complaint has
                  been filed, no 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 except (A)
                  as set forth in the Section 7(l)(i) of the Disclosure Schedule
                  or (B) to the extent the same could not reasonably be expected
                  to result in a Material Adverse Change: (1) any alleged
                  generation, treatment, storage, recycling, transportation,
                  disposal or Release of





                                       53
<PAGE>

                  any Hazardous Materials, either by any Credit Party or on any
                  property owned by such Credit Party, (2) any remedial action
                  that might be needed to respond to any such alleged
                  generation, treatment, storage, recycling, transportation,
                  disposal or Release, or (3) 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.

         (ii)     Except as set forth in Section 7(l)(ii) of the Disclosure
                  Schedule, no Credit Party otherwise has any known material
                  contingent Liability in connection with any alleged
                  generation, treatment, storage, recycling, transportation,
                  disposal or Release of any Hazardous Materials that has
                  caused, or could reasonably be expected to cause, a Material
                  Adverse Change.

         (iii)    Except as set forth in Section 7(l)(iii) of the Disclosure
                  Schedule, no Credit Party has handled any Hazardous Materials,
                  other than as a generator, on any properties now or previously
                  owned or leased by any Credit Party to an extent that such
                  handling has caused, or could cause, a Material Adverse
                  Change.

         (iv)     Except as set forth in Section 7(l)(iv) of the Disclosure
                  Schedule or to the extent that the following in the aggregate
                  has not caused and could not cause a Material Adverse Change:

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

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

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

                  (D)      no Hazardous Materials have been Released at, on or
                           under any properties now or previously owned 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, except as set forth in Section 7(l)(v) of the
                  Disclosure Schedule or to the extent that such has not caused
                  and could not cause a Material Adverse Change, any location
                  listed on any similar state list or which is the subject of
                  federal, state or local enforcement actions or other
                  investigations that may lead to claims against such Credit
                  Party for clean-up costs, remedial work, damages to natural
                  resources or for personal injury claims, including, but not
                  limited to, claims under CERCLA.



                                       54
<PAGE>

         (vi)     Except as set forth in Section 7(l)(vi) of the Disclosure
                  Schedule or to the extent that such has not caused and could
                  not cause a Material Adverse Change, no property now or
                  previously owned 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.

         (vii)    Except as set forth in Section 7(l)(vii) of the Disclosure
                  Schedule or to the extent that such has not caused and could
                  not cause a Material Adverse Change, 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.

         (viii)   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 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 Administrative Agent at the Borrower
                  Representative's offices or facilities.

(m)      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.

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

(o)      None of the following securities is evidenced by a certificate: (i) the
         limited partner interest of EOTT MLP in EOTT OLP; (ii) the membership
         interest of EOTT MLP in EOTT GP; (iii) the limited partner interest of
         EOTT OLP in any of EOTT Canada, EOTT



                                       55
<PAGE>

         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.

(p)      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.

(q)      EOTT MLP has heretofore delivered to the Administrative Agent true,
         correct and complete copies of the Initial Financial Statements. The
         Initial Financial Statements fairly present (subject to normal and
         recurring adjustments in conformity with GAAP) 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. Since the date of the Initial Financial
         Statements no Material Adverse Change has occurred, except to the
         extent described in Section 7(q) of the Disclosure Schedule delivered
         by EOTT MLP prior to the Closing Date. The Initial Financial Statements
         were prepared in accordance with GAAP.

(r)      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 MLP's Consolidated
         financial condition and not shown in the Initial Financial Statements
         or disclosed in Section 7(r) of the Disclosure Schedule. Except as
         shown in the Initial Financial Statements or disclosed in Section 7(r)
         of the Disclosure Schedule, no Credit Party is subject to or restricted
         by any franchise, contract, deed, charter 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 Lender in connection with this
         Agreement or in connection with any transaction contemplated hereby
         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 Administrative Agent in connection with this Agreement and the
         other Credit Documents, and the transactions contemplated hereby and
         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 Administrative Agent in writing that could cause a
         Material Adverse Change.

(t)      Except as disclosed in the Initial Financial Statements or in Section
         7(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 that could cause a Material Adverse
         Change and (ii) there are no outstanding judgments, injunctions, writs,
         rulings or orders by any such Tribunal against any Credit Party or any



                                       56
<PAGE>

         Credit Party's stockholders, partners, directors or officers or
         affecting any Collateral that could cause a Material Adverse Change.

(u)      Except as disclosed in Section 7(u) of the Disclosure Schedule, 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), which could cause a Material Adverse Change.

(v)      Neither EOTT MLP nor any Borrower Party presently has any Subsidiary or
         owns any capital stock in any other corporation or association except
         those listed in Section 7(v) of the Disclosure Schedule. No Credit
         Party is a member of any general or limited partnership, limited
         liability company, joint venture or association of any type whatsoever
         except those listed in Section 7(v) of the Disclosure Schedule. Each of
         EOTT MLP and EOTT OLP owns, directly or indirectly, the entire equity
         interest in each of its Subsidiaries listed in Section 7(v) of the
         Disclosure Schedule.

(w)      Upon giving effect to the issuance of the Notes, the execution of the
         Credit Documents by Borrower and each Guarantor and the consummation of
         the transactions contemplated hereby, (i) EOTT MLP and its Subsidiaries
         on a Consolidated basis will be solvent (as such term is used in
         applicable bankruptcy, liquidation, receivership, insolvency or similar
         Laws), and the absolute and contingent Liabilities of EOTT MLP and its
         Subsidiaries on a Consolidated basis, including the Obligations, shall
         not exceed the fair market value of the assets of EOTT MLP and its
         Subsidiaries on a Consolidated basis and (ii) the capital of EOTT MLP
         and its Subsidiaries on a Consolidated basis should be 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 MLP and its Subsidiaries) as
         such debts mature.

(x)      Section 7(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 7(x) of the Disclosure Schedule.

(y)      The disclosures in the Disclosure Schedule, and those in any supplement
         thereto, relate only to the representations and warranties in the
         Section or paragraph of the Agreement that corresponds with the Section
         reference to which the disclosures in the Disclosure Schedule expressly
         refer or otherwise incorporate by express reference and not to any
         other representation or warranty in this Agreement.



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<PAGE>

8.   Affirmative Covenants.

         To conform with the terms and conditions under which each Lender is
         willing to have Extensions of Credit outstanding to Borrower, and to
         induce each Lender to enter into this Agreement and to make Extensions
         of Credit, the Credit Parties covenant and agree jointly and severally
         that until the full and final payment of the Obligations and the
         termination of this Agreement, unless the Majority 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 Administrative 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 Lender, such Credit Party shall deliver and pledge to on behalf of
         Lenders, duly endorsed and/or accompanied by such instruments of
         assignment and transfer in such form and substance as the
         Administrative Agent may reasonably request, any and all instruments,
         documents, securities and/or chattel paper which are included in the
         Collateral as the Administrative 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 Administrative 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 MLP
         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 Administrative Agent at
         Borrower's expense:

         (i)      As soon as available, and in any event within 90 days after
                  the Closing Date (A) complete Consolidated financial
                  statements of EOTT MLP as of, or for the period ending,
                  December 31, 2001, 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 LLP, or
                  other independent certified public accountants selected by
                  EOTT and acceptable to the Administrative Agent, stating that
                  such Consolidated financial statements have been so prepared
                  and (B) consolidating unaudited balance sheets and statements
                  of income of each Consolidated Subsidiary of EOTT MLP.


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<PAGE>


         (ii)     As soon as available, and in any event within 120 days after
                  the end of each Fiscal Year, commencing with Fiscal Year 2002
                  (A) complete Consolidated financial statements of EOTT MLP 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 LLP, or other independent
                  certified public accountants selected by EOTT and acceptable
                  to the Administrative Agent, stating that such Consolidated
                  financial statements have been so prepared and (B)
                  consolidating unaudited balance sheets and statements of
                  income of each Consolidated Subsidiary of EOTT MLP. 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. In
                  addition, within 120 days after the end of each Fiscal Year,
                  commencing with Fiscal Year 2002 EOTT MLP 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.

         (iii)    As soon as available, and in any event within 45 days after
                  the end of each of the first three Fiscal Quarters of each
                  Fiscal Year, commencing with Fiscal Year 2002, (A) EOTT MLP's
                  Consolidated balance sheet as of the end of such Fiscal
                  Quarter and Consolidated statements of EOTT MLP's operations
                  and cash flows for such Fiscal Quarter and for the period from
                  the beginning of the then current Fiscal Year to the end of
                  such Fiscal Quarter, (B) consolidating balance sheets and
                  statements of income of each Consolidated Subsidiary as of (1)
                  the end of such Fiscal Quarter or (2) 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 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 MLP's unaudited
                  Consolidated balance sheet as of the end of such Fiscal
                  Quarter and Consolidated statement of operations for such
                  Fiscal Quarter and for the period from the beginning of the
                  current Fiscal Year to the end of such Fiscal Quarter.

         (iv)     As soon as available, and in any event within 45 days after
                  the end of each calendar month, (A) EOTT MLP's unaudited
                  Consolidated balance sheet as of the end of such month and an
                  unaudited Consolidated statement of EOTT MLP's earnings for
                  such calendar month, all in reasonable detail and prepared in
                  accordance with GAAP, subject to changes resulting from normal
                  and recurring adjustments in conformity with GAAP and (B) a
                  report setting forth for such month aggregate volumes for all
                  marketing activities of all Credit Parties.

         (v)      Together with each set of financial statements furnished under
                  subsections (ii) (iii), and (iv) above, a certificate in the
                  form of Exhibit E signed by the chief



                                       59
<PAGE>

                  financial officer or treasurer of EOTT Corp. stating that such
                  financial statements are accurate and complete in all material
                  respects (subject to normal and recurring adjustments in
                  conformity with GAAP in the case of unaudited financial
                  statements), stating that he has reviewed the Credit Documents
                  containing the calculations and stating that no Default exists
                  at the end of such Fiscal Year, Fiscal Quarter or month,
                  respectively, or at the time of such certificate or specifying
                  the nature and period of existence of any such Default.

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

         (vii)    As soon as available, and in any event within 90 days of the
                  Closing Date, a business and financial plan for EOTT MLP (in
                  form reasonably satisfactory to the Administrative Agent),
                  prepared or caused to be prepared by a senior financial
                  officer thereof, setting forth for the Fiscal Year 2002,
                  quarterly financial projections and budgets for EOTT MLP, and
                  thereafter yearly financial projections during the Commitment
                  Period.

         (viii)   As soon as available, and in any event within 90 days after
                  the end of each Fiscal Year commencing with the end of Fiscal
                  Year 2002, a business and financial plan for EOTT MLP (in form
                  reasonably satisfactory to the Administrative Agent), prepared
                  or caused to be prepared by a senior financial officer
                  thereof, setting forth for the then existing Fiscal Year,
                  quarterly financial projections and budgets for EOTT MLP, and
                  thereafter yearly financial projections for the period
                  specified by the Administrative Agent.

         (ix)     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 Administrative Agent a Borrowing Base Report in
                  the form of Exhibit F, with such supporting information in
                  detail as may from time to time be prescribed by the
                  Administrative Agent, duly completed by an authorized officer
                  of EOTT Corp. 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. Each such report shall include (A) a detailed
                  listing of each Borrower Party's Accounts and Eligible
                  Crude/Product/Liquid Deliveries; (B) a detailed listing of the
                  volumes of each such party's crude oil, refined petroleum
                  products and NGLs and the location of same; and (C) a listing
                  of each such party's crude oil, refined petroleum product or
                  NGL repurchase transactions in place or executed during the
                  period covered by such report.

         (x)      On each Business Day, (A) a Cash Flow Report in the form of
                  Exhibit G duly completed by an authorized officer of EOTT
                  Corp., as of the preceding Business



                                       60
<PAGE>

                  Day and (B) a statement reconciling such report with the most
                  recent Cash Flow Report previously delivered pursuant to this
                  subsection (x).

         (xi)     As soon as available, and in any event within 30 days after
                  the end of each Fiscal Year, an environmental compliance
                  certificate signed by the chief executive officers of EOTT GP
                  and EOTT Corp. in the form attached hereto as Exhibit H.
                  Further, if requested by the Administrative 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 Administrative Agent which
                  review shall, if requested by the Administrative Agent, be
                  arranged and supervised by environmental legal counsel for the
                  Administrative Agent, all at the Credit Parties' cost and
                  expense. The consultant shall render an oral or written
                  report, as specified by the Administrative Agent, based upon
                  such review at the Credit Parties' cost and expense and a copy
                  thereof will be provided to the Credit Parties.

         (xii)    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 Administrative 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 Administrative Agent
                  certifying that the Credit Parties' insurance for the next
                  succeeding year after such renewal (or for such longer period
                  for which such insurance is in effect) complies with the
                  provisions of this Agreement and the Security Documents.

         (xiii)   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 Administrative Agent an Open Position Report in
                  the form of Exhibit I, with such supporting information in
                  detail as may from time to time be prescribed by the
                  Administrative Agent, duly completed by an authorized officer
                  of EOTT Corp. 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) a listing of all long
                  and short positions; (B) crude oil, refined petroleum product
                  and NGL location information; (C) pricing information
                  published by an independent publication acceptable to the
                  Administrative Agent; and (D) a report on a mark to market
                  basis of all Fixed Price Contracts together with a complete
                  list of all net realized gains and losses on any Fixed Price
                  Contracts in form satisfactory to the Administrative Agent.

         (xiv)    On or before the tenth (10th) Business Day following receipt
                  by any Borrower Party 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 Party or such Credit Party
                  maintains any deposit, investment, trading or other account.



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<PAGE>

         (xv)     Promptly, from time to time, such other information, documents
                  or reports regarding any Borrower Party or any other Credit
                  Party as the Administrative Agent may request, including any
                  regulatory filings.

(e)      Other Information and Inspections. In each case, subject to the last
         sentence of this Section 8(e), each Credit Party will furnish to each
         Lender any information that the Administrative Agent or any 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 8(e), each Credit Party will permit
         representatives appointed by the Administrative 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 Administrative Agent or its
         representatives to investigate and verify the accuracy of the
         information furnished to the Administrative Agent or any 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, on a semi-monthly basis during the Commitment Period, if
         requested by the Administrative Agent, Borrower shall permit the
         Administrative 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. Borrower shall pay all
         reasonable costs and expenses of the Administrative Agent associated
         with any such regular semi-monthly audit and, should there occur and be
         continuing a Default or Event of Default, Borrower shall pay such costs
         and expenses related to any additional audit. Additionally, at
         Borrower's expense, from time to time the Administrative Agent may
         require an inspection of the Collateral in storage at EOTT Terminals to
         be conducted by an independent appraiser selected by the Administrative
         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 Administrative Agent to be bound by the confidentiality
         provisions of Section 16(p).




                                       62
<PAGE>

(f)      Notice of Material Events and Change of Address. Each Credit Party will
         notify each Lender, not later than five 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,

         (iii)    the acceleration of the maturity of any Indebtedness owed by
                  any Credit Party or of (A) any default by EOTT MLP under the
                  EOTT MLP Senior Notes Indenture or (B) any default by EOTT MLP
                  or any other Credit Party under any indenture (other than the
                  EOTT MLP Senior Notes 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 referred to in this subclause (B) could cause
                  a Material Adverse Change,

         (iv)     the occurrence of any Termination Event,

         (v)      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,

         (vi)     (A) any material loss, damage, investigation, action, suit,
                  proceeding or claim relating to the Collateral or which would
                  result in any material adverse change in such Credit Party's
                  business, properties, assets, goodwill or condition, financial
                  or otherwise, and (B) the occurrence of any Event of Default
                  or event which, with the passing of time or giving of notice
                  or both, would constitute an Event of Default, and

         (vii)    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 in which an adverse decision
                  could cause a Material Adverse Change.

         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, 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
         Administrative Agent and the Administrative Agent's counsel in writing
         at least 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
         Administrative Agent and its counsel to prepare the same.

(g)      Maintenance of Properties. Each Credit Party will maintain, preserve,
         protect and keep all Collateral and all other property used or useful
         in the conduct of its business in good



                                       63
<PAGE>

         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 Administrative 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.
         Borrower agrees to reimburse the Administrative Agent on demand,
         together with interest thereon at the Alternate Base Rate, for any
         payment made or expense incurred by the Administrative 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 hereby.

(i)      Subordination. If all or any part of the Collateral is or is about to
         become affixed to realty, each Credit Party shall, at the
         Administrative Agent's request, furnish the Administrative Agent on
         behalf of Lenders with a writing executed by the owner and mortgagee of
         the realty whereby the owner and mortgagee subordinates its rights and
         priorities to Lenders' interest in the Collateral. If the Collateral is
         or may become subject to a landlord's Lien, the applicable Credit Party
         shall, at the Administrative Agent's request, furnish the
         Administrative Agent with a landlord's waiver satisfactory in form and
         substance to the Administrative Agent.

(j)      Maintenance of Existence and Qualifications. Each Credit Party will
         maintain and preserve its existence and 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, except where the
         failure so to qualify will not cause 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 in the
         Enron Bankruptcy Proceedings, if applicable, or by other appropriate
         proceedings, if necessary or (ii) it is in good faith contesting the
         validity of such Liability, and such Liability is claimed by an
         Affiliate of Enron that is not a debtor-in-possession in the Enron
         Bankruptcy Proceedings.



                                       64
<PAGE>

(l)      Insurance. Each Credit Party shall at all times carry insurance for all
         of its property (irrespective of whether such property is owned or
         acquired before, on or after the Closing Date) with financially sound
         and reputable insurers, of a character usually carried by responsible
         Persons engaged in the same business or a business similarly situated
         against loss or damage, of the kinds and in the amounts customarily
         carried by such Persons and carry such other insurance as is usually
         carried by such Persons, including, without limitation, insurance
         against its liability for injury to Persons (with the Administrative
         Agent and the Lenders named as additional insureds), all in amounts and
         of the type currently carried by such Credit Party. Within ten (10)
         days after the Closing Date, Borrower will provide to the
         Administrative Agent a detailed schedule describing all insurance
         coverages maintained by or for any Credit Party together with copies of
         the underlying policies. Within 20 days after the Closing Date, all
         insurance policies covering Collateral shall be endorsed (i) to provide
         for payment of losses to the Administrative 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
         Administrative Agent and (iii) to provide for any other matters
         specified in any applicable Security Document or which the
         Administrative Agent may reasonably require.

(m)      Performance on Borrower's 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 Administrative
         Agent may pay the same after notice of such payment by the
         Administrative Agent is given to the Borrower Representative. Borrower
         shall immediately reimburse the Administrative Agent for any such
         payments and each amount paid by the Administrative Agent shall
         constitute an Obligation owed hereunder that is due and payable on the
         date such amount is paid by the Administrative Agent.

(n)      Interest. Borrower hereby promises to each Lender to pay interest at
         the Default Rate on all Obligations (including Obligations to pay fees
         or to reimburse or indemnify any Lender) that Borrower has in this
         Agreement promised to pay to such 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 MLP the EOTT MLP Senior Notes
         Indenture, 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 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





                                       65
<PAGE>

                  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.

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

         (iii)    Each Credit Party will promptly furnish to the Administrative
                  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 or could cause a
                  Material Adverse Change if resolved adversely against such
                  Credit Party.

(q)      Evidence of Compliance. Subject to the last sentence of Section 8(e),
         each Credit Party will furnish to each Lender at such Credit Party's
         expense all evidence which the Administrative Agent from time to time
         reasonably 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 Administrative 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 Administrative
         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)      Perfection and Protection of Security Interests and Liens. Each Credit
         Party will from time to time deliver to the Administrative Agent any
         financing statements, continuation statements, extension agreements and
         other documents, properly completed and executed (and acknowledged when
         required) by such Credit Party in form and substance satisfactory to
         the Administrative Agent, which the Administrative Agent requests for
         the purpose of perfecting, confirming or protecting any Liens or other
         rights in any Collateral securing any Obligations.



                                       66
<PAGE>

(t)      Bank Accounts; Offset. To secure the repayment of the Obligations, each
         Credit Party hereby grants to each Lender a security interest, a Lien
         and a right of offset, each of which shall be in addition to all other
         interests, Liens and rights of any Lender at common Law, under the
         Credit Documents or otherwise, and each of which shall be upon and
         against (i) any and all moneys, securities or other property (and the
         proceeds therefrom) of such Credit Party now or hereafter held or
         received by or in transit to any Lender from or for the account of such
         Credit Party, whether for safekeeping, custody, pledge, transmission,
         collection or otherwise, (ii) any and all deposits (general or special,
         time or demand, provisional or final) of such Credit Party with any
         Lender and (iii) any other credits and claims of such Credit Party at
         any time existing against any Lender, including claims under
         certificates of deposit. At any time and from time to time during the
         continuance of any Event of Default, each Lender is hereby authorized
         to foreclose upon, or to offset against the Obligations then due and
         payable (in either case without notice to any Credit Party), any and
         all items herein above referred to. The remedies of foreclosure and
         offset are separate and cumulative, and either may be exercised
         independently of the other without regard to procedures or restrictions
         applicable to the other.

(u)      Guaranties of Newly Created or Acquired Subsidiaries. Each Subsidiary
         of EOTT created, acquired or coming into existence after the date
         hereof shall, promptly upon request by the Administrative Agent,
         execute and deliver to the Administrative Agent an instrument of
         joinder pursuant to which each Subsidiary adopts, ratifies, confirms
         and agrees to perform and be bound by Section 12 hereof and the
         absolute and unconditional guaranty of the timely repayment of the
         Obligations and the due and punctual performance of the obligations of
         Borrower hereunder set forth therein, which instrument shall otherwise
         be satisfactory to the Administrative Agent in form and substance. EOTT
         MLP will cause each such Subsidiary to deliver to the Administrative
         Agent, simultaneously with its delivery of such an instrument of
         joinder, written evidence satisfactory to the Administrative 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.

(v)      Compliance with Agreements. Each Credit Party shall observe, perform or
         comply with any agreement with any Person or any term or condition of
         any instrument, if such agreement or instrument is materially
         significant to such Credit Party or to EOTT MLP 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.

(w)      Risk Management Policies. During the term of this Agreement, EOTT MLP
         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 Administrative Agent
         of any changes to the Risk Management Policies that the EOTT Corp.
         board of directors adopts promptly





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<PAGE>

         upon the EOTT Corp. board of directors' action thereon, and in no event
         more than 30 days after approval by the EOTT Corp. board of directors
         of such changes.

9.   Negative Covenants.

         To conform with the terms and conditions under which each Lender is
         willing to have Extensions of Credit outstanding to Borrower, and to
         induce each Lender to enter into this Agreement and make the Extensions
         of Credit, the Credit Parties covenant and agree jointly and severally
         that until the full and final payment of the Obligations and the
         termination of this Agreement, unless the Majority 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 9(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 Party owing to any other Borrower
                  Party;

         (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 Party; provided, however, such delivery or rendering,
                  as applicable, is to be made within 60 days after such
                  payment;

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

         (vi)     Permitted Refinancing Indebtedness;

         (vii)    Permitted Repurchase Indebtedness;

         (viii)   Permitted Subordinated Debt;

         (ix)     Permitted Intercompany Indebtedness; and

         (x)      other Indebtedness not to exceed in the aggregate in respect
                  of all Credit Parties the principal amount of $2,000,000 at
                  any one time outstanding.

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



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<PAGE>

(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; (ii) Liens in favor of the
         Administrative Agent; (iii) taxes constituting a Lien but not due and
         payable; (iv) Liens described in any description of property attached
         to any mortgage, deed of trust or fixture filing included in the
         Security Documents and any renewals, extensions or modifications (but
         not enlargements) thereof; (v) Liens securing purchase money financing
         for any property or asset hereafter acquired; (vi) Liens reserved in
         leases, or arising by operation of law, for rent and for compliance
         with the terms of the lease with respect to leasehold estates; (vii)
         mechanic's or materialmen's Liens or other similar Liens, whether
         contractual or arising by operation of law, for amounts that are not
         more than 60 days past due or the validity of which is being contested
         in good faith by appropriate proceedings; (viii) those consented to in
         writing by the Administrative Agent; (ix) Liens in favor of any Person
         providing financing to any Credit Party that constitutes Permitted
         Refinancing Indebtedness on the Collateral released by the
         Administrative Agent from the Liens of the Security Documents in
         connection therewith; and (x) Permitted Liens. 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. So long as no Default then exists, the
         Administrative Agent shall, at the Borrower Representative's request
         and expense, execute a release, satisfactory to the Borrower and the
         Administrative Agent, of any Collateral (i) as to which any Credit
         Party is required to grant a Lien to a Person providing financing to
         such Credit Party that constitutes Permitted Refinancing Indebtedness;
         provided, however, in no event shall the Administrative Agent be
         required to release any Collateral to the extent that the value of the
         remaining Collateral on which the Lenders have a perfected, first
         priority Lien (as such value is determined by the Administrative Agent
         in its sole discretion) is less than 150% of the greater of (A) the
         aggregate Obligations at such time and (B) the total of (1) the Maximum
         Facility Amount plus (2) the outstanding aggregate maximum facility
         amounts that may be outstanding under the Crude Oil Repo Agreement and
         the Receivables Agreement at such time or (ii) that is sold pursuant to
         a transaction approved by the Administrative Agent.

(d)      Hedging Contracts. No Credit Party will be a party to or in any manner
         be liable on any Hedging Contract, except Hedging Contracts entered
         into by a Credit Party with the purpose and effect of fixing interest
         rates on a principal amount of Indebtedness of such Credit Party that
         is accruing interest at a variable rate; provided, however, that (A)
         the aggregate notional amount of such contracts never exceeds one
         hundred percent (100%) of the anticipated outstanding principal balance
         of the Indebtedness to be hedged by such contracts or an average of
         such principal balances calculated using a generally accepted method of
         matching interest swap contracts to declining principal balances, (B)
         the floating rate index of each such contract generally matches the
         index used to determine the floating rates of interest on the
         corresponding Indebtedness to be hedged by such





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<PAGE>

         contract and (C) each such contract is with a counterparty who has, or
         has a guarantor of the obligation of the counterparty who has (unless
         such counterparty is an Affiliate of any Lender at the time such
         contract is entered into) at the time the contract is made a Debt
         Rating of at least A by S&P or A2 by Moody's or is otherwise acceptable
         to the Administrative Agent.

(e)      Limitation on Mergers, etc. and Issuances of Securities. Except as
         expressly provided in this Section, no Credit Party will (i) enter into
         any transaction of merger or consolidation or amalgamation, or
         liquidate, wind up or dissolve itself (or suffer any liquidation or
         dissolution), (ii) acquire any business or property from, or capital
         stock of, or be a party to any acquisition of, any Person except for
         (A) purchases of inventory and other property to be sold or used in the
         ordinary course of business, (B) Investments permitted under Section
         9(h) and (C) Permitted Acquisitions 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 9(f). However, any Person, other than a Borrower
         Party, that is a Subsidiary of a Credit Party may be merged into or
         consolidated with (i) another Subsidiary of such Credit Party, so long
         as a Guarantor is the surviving business entity or (ii) such Credit
         Party, so long as such Credit Party is the surviving business entity.
         EOTT MLP will not issue any securities other than (i) limited
         partnership interests and any options or warrants giving the holders
         thereof only the right to acquire such interests and (ii) debt
         securities permitted by Section 9. No Subsidiary of EOTT MLP 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 MLP so long as such
         Subsidiary is a Wholly Owned Subsidiary of EOTT MLP after giving effect
         thereto. No Subsidiary of a Borrower Party which is a partnership will
         allow any diminution of such Borrower Party'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 material
         assets or properties or any material 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 Repo Agreement or any
                  replacement thereof that constitutes Permitted Repurchase
                  Indebtedness; and

         (iii)    any other property sold for fair consideration not in the
                  aggregate in excess of $2,000,000 in any Fiscal Year for all
                  Credit Parties, the sale of which will not






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<PAGE>

                  materially impair or diminish the value of the Collateral or
                  any Credit Party's financial condition, business or
                  operations.

         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 MLP or a Wholly Owned Subsidiary of EOTT MLP. No Credit
         Party will discount, sell, pledge or assign any notes payable to it,
         Accounts or future income. So long as no Default then exists, the
         Administrative Agent will, at the Borrower Representative's request and
         expense, execute a release, satisfactory to the Borrower Representative
         and the Administrative Agent, of any Collateral so sold, transferred,
         leased, exchanged, alienated or disposed of pursuant to subsection (i)
         or (iii) above.

(g)      Limitation on Distributions, Dividends and Redemptions. Except, in the
         case of EOTT MLP, as permitted by Section 9(h), 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 Loan,
         Letter of Credit or Loan Commitment hereunder is outstanding.
         Notwithstanding the foregoing, (i) Subsidiaries of a Borrower Party
         shall not be restricted, directly or indirectly, from declaring and
         paying dividends or making any other distributions to such Borrower
         Party; (ii) no Credit Party shall be restricted from making capital
         contributions of any nature to a Wholly Owned Subsidiary of such Credit
         Party that is a Guarantor; and (iii) so long as no Default has occurred
         and is continuing or would result therefrom, EOTT OLP shall be
         permitted to (A) distribute cash to EOTT MLP, limited to the aggregate
         amount of payments required to be made by EOTT MLP to EOTT Corp. for
         credit extended by EOTT Corp. to EOTT MLP in connection with services
         rendered or goods supplied in the ordinary course of business pursuant
         to Section 6.4(b) of the Amended and Restated Agreement of Limited
         Partnership of EOTT MLP, as amended and (B) distribute EOTT OLP
         Available Cash for each Fiscal Quarter in accordance with the EOTT OLP
         Partnership Agreement, limited in the case of this subclause (B) to the
         aggregate amount of Restricted Payments, if any, that EOTT MLP would be
         permitted to make with respect to such Fiscal Quarter pursuant to
         Section 9(h).

(h)      Limitation on Restricted Payments. EOTT MLP will not declare, pay or
         make any Restricted Payments unless each of the following conditions is
         satisfied and would remain satisfied after giving pro forma effect to
         such Restricted Payments: (i) there shall not have occurred or be
         continuing any Default hereunder; (ii) Consolidated Net Worth shall be
         not less than the Minimum Required Consolidated Net Worth; (iii) the
         aggregate Obligations in existence at the Closing Date shall have been
         permanently reduced to an aggregate amount not exceeding $300,000,000,
         and Standard Chartered's commitments under the Credit Documents shall
         have been permanently terminated to the extent of such reduction; and
         (iv) the matters described under the caption "Enron Related Matters" in




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<PAGE>

         Section 7(t) of the Disclosure Schedule shall have been discharged,
         released or otherwise resolved to the satisfaction of the
         Administrative Agent.

(i)      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, (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
         acquisitions of or capital contributions to or other Investments in any
         Person, other than Permitted Investments and Permitted Acquisitions,
         (iv) make any acquisitions of properties other than Permitted
         Acquisitions or (v) make or incur any Capital Expenditures other than
         Permitted Capital Expenditures. All transactions permitted under this
         Section are subject to Section 9(f).

(j)      Limitation on Credit Extensions. Except for Permitted Investments and
         Hedging Contracts permitted under Section 9(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.

(k)      Transactions with Affiliates. No Credit Party will engage in any
         material transaction with Enron or any of its Affiliates, except
         transactions among EOTT MLP and Wholly Owned Subsidiaries of EOTT MLP
         on terms that are no less favorable to such Wholly Owned Subsidiaries
         thereto than those which would have been obtainable at the time in
         arm's-length transactions with Persons other than EOTT MLP, subject to
         the other provisions of this Agreement. Nothing in this Section 9(k)
         will preclude the Credit Parties from effecting a resolution of any of
         the matters described under the caption "Enron Related Matters" in
         Section 7(t) of the Disclosure Schedule in the exercise of their
         reasonable business judgment, it being understood that no such
         resolution or the effect thereof on the Credit Parties will prejudice
         or in any other way adversely affect the rights of the Lenders
         hereunder.

(l)      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 MLP, including but not limited to any
         Borrower Party to: (i) pay dividends or make other distributions, (ii)
         purchase or redeem equity interests held in it by any Borrower Party or
         EOTT MLP, (iii) repay loans and other Indebtedness owing by it to
         Borrower or EOTT MLP, (iv) transfer any of its assets to any Borrower
         Party or EOTT MLP or (v) create, incur, assume or suffer to exist any
         Lien upon its property or assets to secure the Obligations. No Credit
         Party will enter into any "take-or-pay" contract or other contract or
         arrangement for the purchase of goods or services that obligates it to
         pay for such goods or service regardless of whether they are delivered
         or furnished to it other than contracts for pipeline capacity or for
         services in either case reasonably anticipated to be utilized in the
         ordinary course of business. No Credit Party will amend, modify, or
         permit any amendment or modification to (i) its



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         partnership agreement, limited liability company agreement, certificate
         of formation, certificate of incorporation or other organizational
         document, as applicable, (ii) the EOTT MLP 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 Administrative Agent or any other Lender Party under or acquired
         pursuant to any Security Documents. 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 EOTT Senior Notes.

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

(n)      Redelivery of Borrowing Base Report. If any contract gives rise to an
         Eligible Receivable that is reflected in a Borrowing Base Report
         representing the obligation to deliver crude oil in the month next
         succeeding the month in which the Borrowing Base Report is delivered,
         and such contract is modified, sold or exchanged in any way that would
         negatively affect the Borrowing Base, then the Borrower Representative
         shall immediately (i) deliver to the Administrative Agent a revised
         Borrowing Base Report satisfactory to the Administrative Agent and (ii)
         make any prepayment as may be required under Section 2(g) resulting
         from such reduced Borrowing Base.

(o)      Minimum Consolidated Net Income (Loss), Minimum Consolidated EBITDA and
         Minimum Consolidated Net Worth. Borrower shall not permit any of
         Consolidated Net Income (Loss), Consolidated EBITDA and Consolidated
         Net Worth to be less than (and in the case of Consolidated Net Income
         (Loss) for the Fiscal Quarter ended March 31, 2002, for the loss to be
         greater than) the following for each of the Fiscal Quarters set forth
         below (dollar amounts expressed in thousands):

<Table>
<Caption>
                                     Minimum Consolidated           Minimum         Minimum Consolidated
         Fiscal Quarter Ended             Net Income          Consolidated EBITDA        Net Worth
-------------------------------      --------------------     -------------------   --------------------
                                                                 (in thousands)
<S>                                  <C>                      <C>                   <C>
March 31, 2002.................          $    (7,650)              $    12,500           $    33,000
June 30, 2002..................                8,000                    27,000                42,000
September 30, 2002.............                1,250                    19,000                45,000
December 31, 2002..............                  650                    18,000                47,500
</Table>

(p)      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 8(d), except as required or permitted under GAAP.

10.  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 Borrowings or
         Matured L/C Obligations when due and payable;




                                       73
<PAGE>

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

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

(d)      Any Credit Party fails to duly observe, perform or comply with any
         covenant, agreement or provision of Section 2(g), Section 4(c), Section
         8(f), Section 8(l) or Section 9;

(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 10 days after notice of such failure is given by the Administrative
         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 7(c) for any reason
         other than its release or subordination by all Lenders;

(g)      Any Credit Party shall default in the payment when due of any principal
         of or interest on any of its other Indebtedness in excess of $1,000,000
         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 any event specified in
         any note, agreement, indenture, mortgage, deed of trust, security
         agreement or other document evidencing or relating to any such
         Indebtedness shall occur if the effect of such event is to cause, or
         (with the giving of any notice or the lapse of time or both) to permit
         the holder or holders of such Indebtedness (or a trustee or agent on
         behalf of such holder or holders) to cause, such Indebtedness to become
         due, or to be prepaid in full (whether by redemption, purchase, offer
         to purchase or otherwise), prior to its stated maturity;

(h)      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 federal 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;



                                       74
<PAGE>

         (ii)     commences a voluntary case under any applicable bankruptcy,
                  insolvency or similar law now or hereafter in effect,
                  including the federal 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 $1,000,000 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 $1,000,000 (in each case not covered by
                  insurance satisfactory to the Administrative Agent in its sole
                  discretion), unless the same is stayed or discharged within 30
                  days after the date of entry thereof or an appeal or
                  appropriate proceeding for review thereof is taken within such
                  period and a stay of execution pending such appeal is
                  obtained;

         (v)      suffers a writ or warrant of attachment or any 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 $1,000,000, and such writ or warrant of attachment
                  or any 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;

(i)      Any Change in Control occurs;

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

(k)      Any Material Adverse Change occurs; or

(l)      At any time the Administrative Agent shall notify the Borrower
         Representative that Lenders, in the exercise of their sole discretion,
         deem themselves to be undersecured with respect to the Obligations, and
         after the passage of such period (if any) as the Administrative Agent
         may provide in such notice, the Credit Parties shall have failed to
         provide additional Collateral sufficient, in the sole discretion of the
         Administrative Agent, to adequately secure payment and performance of
         all Obligations in full.



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<PAGE>

11.  RIGHTS AND REMEDIES.

(a)      Upon the occurrence and during the continuance of any Event of Default
         and notice thereof from the Administrative Agent and at any time
         thereafter, in addition to all other rights and remedies of the
         Lenders, whether provided under the UCC or other applicable law, this
         Agreement, the other Credit Documents or otherwise, the Lenders shall
         have the following rights and remedies which may be exercised, at the
         Lenders' discretion, at any time or times with or without judicial
         process, with or without the assistance of others and without notice to
         or consent by any Credit Party except as such notice or consent is
         expressly provided for hereunder or required by law:

         (i)      The Administrative Agent, at its discretion and without
                  limitation, may enter upon any premises on or in which the
                  Collateral may be located and take possession thereof and
                  remove all or any of the Collateral from such premises for the
                  purposes of effecting the sale, foreclosure or other
                  disposition thereof or for any other purpose. Each Credit
                  Party shall, at the request of the Administrative Agent,
                  assemble the Collateral at such place or places as the
                  Administrative Agent designates in its request. The
                  Administrative Agent shall have the right to take possession
                  of the Collateral or any portion thereof pursuant to the UCC
                  or other applicable law. In the event the Administrative Agent
                  institutes an action to recover any Collateral, or seeks
                  recovery of any Collateral by way of prejudgment remedy, each
                  Credit Party waives the posting of any bond which might
                  otherwise be required.

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

         (iii)    The Administrative Agent may apply any cash held by the
                  Administrative Agent as Collateral (including without
                  limitation cash held in the Collateral Account) and the cash
                  proceeds of the Collateral actually received by the
                  Administrative Agent from any sale, lease, foreclosure or
                  other disposition of the Collateral to payment of (A) all
                  costs and expenses of every kind or nature incurred or paid by




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                  the Administrative Agent in connection therewith, including,
                  without limitation, reasonable attorneys' fees and a
                  reasonable estimate of the allocated cost of the
                  Administrative Agent's in-house counsel and legal staff, and
                  (B) all and any of the other Obligations, in whole or in part
                  and in such order as the Administrative Agent may elect,
                  whether then due or not due. The Credit Parties shall be
                  liable to all Lender Parties for the payment on demand of all
                  such costs and expenses and any deficiency with interest at
                  the Alternate Base Rate, together with any reasonable
                  attorneys' fees if placed with an attorney for collection or
                  enforcement. The costs and expenses incurred or paid by the
                  Administrative Agent with respect to any sale, lease,
                  foreclosure or other disposition of the Collateral may
                  include, without limitation, (A) expenses of retaking,
                  holding, assembling, preparing for sale or lease, advertising,
                  storing, repairing, completing, selling, leasing, foreclosing
                  or otherwise disposing of the Collateral, (B) premiums on
                  bonds and undertakings, (C) sales, use and other taxes, (D)
                  fees and expenses of custodians, warehousemen, brokers,
                  appraisers, auctioneers, sheriffs and others, (E) legal
                  expenses and attorneys' fees, (F) travel and hotel expenses,
                  (G) a reasonable estimate of the allocated cost of the
                  Administrative Agent's in-house counsel and legal staff and
                  (H) all other expenses which may be incurred or paid by the
                  Administrative Agent in attempting to collect the Obligations
                  and to foreclose upon the Collateral.

(b)      The Administrative Agent shall have the right at its sole discretion to
         determine which rights and remedies and in which order any of the same
         are to be exercised, and the Administrative Agent may at any time
         pursue, relinquish, subordinate, modify or take any other action with
         respect thereto, without in any way modifying or affecting any of the
         Obligations. The Administrative Agent may, at any time or times,
         proceed directly against any or all Credit Parties or any other
         guarantor or other obligor (each, an "ADDITIONAL GUARANTOR") on or in
         respect of the Obligations to enforce payment of the Obligations and
         shall not be required to take any action of any kind to preserve,
         collect or protect the Lenders' or any Credit Party's rights in the
         Collateral.

(c)      All rights, remedies, powers and benefits granted to the Lenders by the
         Credit Parties or any Additional Guarantor under this Agreement, the
         other Credit Documents or any oral or other written agreement, or
         granted by applicable law, whether expressly granted or implied in law,
         are cumulative, not exclusive and enforceable alternatively,
         successively, or concurrently on any one or more occasions and shall
         include, without limitation, the right to apply to a court of equity
         for an injunction to restrain a breach or threatened breach by any
         Credit Party or any Additional Guarantor of this Agreement, the other
         Credit Documents or such other agreements.

12.  GUARANTY.

(a)      Each Guarantor hereby jointly and severally, irrevocably, absolutely
         and unconditionally guarantees to the 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:



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         (i)      All obligations of Borrower to make reimbursements and other
                  payments to Lenders in respect of Letters of Credit issued;

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

         (iii)    Any and all other Indebtedness, obligations or Liabilities
                  that may at any time be owed by Borrower to the 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 post-petition
         interest, expenses and other Liabilities of Borrower described above in
         this subsection (a), or below in the following subsection (b), which
         would be owed by Borrower 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 Party.

(b)      If Borrower shall for any reason fail to pay any Obligation described
         in Section 12(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 Administrative Agent, pay such Obligation in full to
         the Administrative Agent.

(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
         Administrative Agent, and the Guarantors will forthwith upon demand by
         the Administrative Agent pay to the Administrative Agent, the amount of
         any and all expenses, including fees and disbursements of the
         Administrative Agent's counsel and of any experts or agents retained by
         the Administrative Agent that the Administrative Agent may incur as a
         result of such failure.

(d)      As between the Guarantors and 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 Lender to exercise or to
                  exhaust any right or remedy or to bring any right or remedy or
                  action against Borrower, the Collateral or any other security
                  available to the 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;



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         (iii)    the existence of any claim, set-off, or other rights that any
                  Borrower Party 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 Party, 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 Party 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, Borrower.

(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 or insolvency of any Borrower Party.

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

13.  ADMINISTRATIVE AGENT.

(a)      Appointment and Authority. . Each Lender Party hereby irrevocably
         authorizes the Administrative Agent, and the Administrative 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 Administrative Agent by the terms hereof
         or thereof, together with all other powers reasonably incidental
         thereto. The relationship of the Administrative Agent to the other
         Lender Parties is only that of one commercial lender acting as the
         Administrative Agent for others, and nothing in the Credit Documents
         shall be construed to constitute the Administrative Agent a trustee or
         other fiduciary for any Lender Party or any holder of any participation
         in a Note nor to impose on the Administrative 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 Administrative Agent, the Administrative
         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 Lenders (including itself);
         provided, however, that the Administrative 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 Administrative Agent from the
         Borrower Representative of any communication calling for action on the
         part of the Lenders or upon notice from the Borrower Representative or




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         any Lender to the Administrative Agent of any Default or Event of
         Default, the Administrative Agent shall promptly notify each other
         Lender thereof.

(b)      Exculpation, the Administrative Agent's Reliance, Etc. Neither the
         Administrative 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 Administrative
         Agent (i) may treat the payee of any Note as the holder thereof until
         the Administrative Agent receives written notice of the assignment or
         transfer thereof in accordance with this Agreement, signed by such
         payee and in form satisfactory to the Administrative Agent; (ii) may
         consult with legal counsel (including counsel for Borrower),
         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; (iii) 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; (iv) shall not have any duty to ascertain or
         to inquire as to the performance or observance of any of the terms,
         covenants or conditions of the Credit Documents on the part of any
         Credit Party or to inspect the property (including the books and
         records) of any Credit Party; (v) 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; (vi) may rely
         upon the representations and warranties of each Credit Party or Lender
         Party in exercising its powers hereunder; and (vii) 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 Borrower 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 Lender agrees to indemnify the Administrative
         Agent (to the extent not reimbursed by Borrower within ten (10) days
         after demand) from and against such 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 Administrative
         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





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         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
         Administrative Agent; provided, however, only that no Lender shall be
         obligated under this Section to indemnify the Administrative Agent for
         that portion, if any, of any Liabilities and Costs proximately caused
         by the Administrative Agent's own individual gross negligence or
         willful misconduct, as determined in a final judgment. Cumulative of
         the foregoing, each Lender agrees to reimburse the Administrative Agent
         promptly upon demand for such Lender's Percentage Share of any costs
         and expenses to be paid to the Administrative Agent by Borrower under
         Section 1 to the extent that the Administrative Agent is not timely
         reimbursed for such expenses by Borrower as provided in such section.
         As used in this Section the term "THE ADMINISTRATIVE 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 Lender. In its capacity as a Lender, the Administrative Agent
         shall have the same rights and obligations as any Lender and may
         exercise such rights as though it were not the Administrative Agent.
         The Administrative Agent may accept deposits from, lend money to, act
         as trustee under indentures of and generally engage in any kind of
         business with any Credit Party or their Affiliates, all as if it were
         not the Administrative Agent hereunder and without any duty to account
         therefor to any other 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 Borrower Party or otherwise, obtain payment of a portion of the
         aggregate Obligations owed to it which, taking into account all
         distributions made by the Administrative Agent under Section 3(a),
         causes such Lender Party to have received more than it would have
         received had such payment been received by the Administrative Agent and
         distributed pursuant to Section 3(a), 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 as provided for in Section 3(a) and (ii) such
         other adjustments shall be made from time to time as shall be equitable
         to ensure that the Administrative Agent and all Lender Parties share
         all payments of Obligations as provided in Section 3(a); 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. Borrower expressly consents to
         the foregoing arrangements and agrees 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 provisions of Section 8(t),
         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




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<PAGE>

         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 Administrative 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 Administrative Agent in
         good faith determines that there is any dispute among the Lender
         Parties about how such funds should be distributed, the Administrative
         Agent may choose to defer distribution of the funds that are the
         subject of such uncertainty or dispute. If the Administrative Agent in
         good faith believes that the uncertainty or dispute will not be
         promptly resolved, or if the Administrative Agent is otherwise required
         to invest funds pending distribution to the Lender Parties, the
         Administrative 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 Administrative
         Agent for distribution to the Lender Parties (other than to the Person
         who is the Administrative Agent in its separate capacity as a Lender
         Party) shall be held by the Administrative Agent pending such
         distribution solely as the Administrative Agent for such Lender
         Parties, and the Administrative 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 Lender (other than in relation to the
         reference to Section 8(i) contained in Section 13(f) or the right to
         reasonably approve a successor the Administrative Agent under Section
         13(i)). The Lender Parties may waive or amend such provisions as they
         desire without any notice to or consent of Borrower or any other Credit
         Party.

(i)      Resignation. The Administrative Agent may resign at any time by giving
         written notice thereof to the Lenders and the Borrower Representative.
         Each such notice shall set forth the date of such resignation. Upon any
         such resignation, the Majority Lenders shall have the right to appoint
         a successor the Administrative Agent. A successor must be appointed for
         any retiring the Administrative Agent, and such the Administrative
         Agent's resignation shall become effective when such successor accepts
         such appointment. If, within 30 days after the date of the retiring the
         Administrative Agent's resignation, no successor the Administrative
         Agent has been appointed and has accepted such appointment, then the
         retiring the Administrative Agent may appoint a successor the
         Administrative 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 Administrative Agent hereunder by a successor
         the Administrative Agent, the retiring the Administrative Agent shall
         be discharged from its duties and obligations under this Agreement and
         the other Credit Documents. After any retiring the Administrative
         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 Administrative Agent under the Credit
         Documents.



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(j)      Other Lender Parties. None of the Lender Parties in such capacities,
         other than the Administrative 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 Lenders
         or L/C Issuer, as applicable) under or in connection with this
         Agreement or under any of the other Credit Documents. The relationship
         between Borrower, on the one hand, and the Administrative Agent and
         such other Lender Parties, on the other hand, shall be solely that of
         borrower and lender. Neither the Administrative Agent nor any other of
         the Lender Parties shall have any fiduciary responsibilities to
         Borrower or any of its Affiliates. Neither the Administrative Agent nor
         any of the other Lender Parties undertakes any responsibility to
         Borrower or any of its Affiliates to review or inform any Borrower
         Party of any matter in connection with any phase of any Borrower
         Party's or such Affiliate's business or operations.

14.  ASSIGNMENTS AND PARTICIPATIONS.

(a)      None of the Credit Parties may, without the consent of the
         Administrative Agent, assign or delegate any of its respective rights
         or obligations under this Agreement or any other Credit Document. Each
         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 Eligible Assignee.

(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 Lender hereunder
         and (ii) the assignor 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 Lender's rights and obligations under this Agreement, such Lender
         shall cease to be a party hereto).

(c)      By executing and delivering an assignment, the assignor 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 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 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 Lender and based on
         such documents and information as it shall deem





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         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 Lender.

(d)      Upon its receipt of an assignment executed by a Lender and an assignee,
         together with the Note of such assignor Lender, the Administrative
         Agent shall give prompt notice thereof to the Borrower Representative.
         Within two Business Days after its receipt of such notice, Borrower
         shall execute and deliver to the assignor Lender and the assignee in
         exchange for the surrendered Note, new Notes to the order of the
         assignor Lender and such assignee, respectively. Such new Notes shall
         be in an aggregate principal amount equal to the aggregate principal
         amount of such surrendered Note. The new Notes shall be dated the
         closing date of such assignment and shall otherwise be in substantially
         the form of Exhibit A.

(e)      The Administrative 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 Lenders, the
         principal amount owing to each 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 Lender may treat each person, corporation,
         partnership, limited liability company or other entity whose name is
         recorded in the Register as a Lender hereunder for the purposes of this
         Agreement. The Register shall be available for inspection by the
         Borrower Representative or any Lender at any reasonable time and from
         time to time upon reasonable prior notice.

(f)      Any Lender may sell participations to one or more Assignees in or to
         all or a portion of its rights and obligations under this Agreement
         (including, without limitation, all or a portion of the Borrowings
         owing to it under such Lender's Note); provided, however that (i) such
         Lender's obligations under this Agreement shall remain unchanged, (ii)
         such Lender shall remain solely responsible to the other parties hereto
         for the performance of such obligations, (iii) such Lender shall remain
         the holder of such Lender's Note for all purposes of this Agreement,
         (iv) the Borrower Representative shall continue to deal solely and
         directly with such Lender in connection with such Lender's rights and
         obligations under this Agreement and (v) in any proceeding under any
         bankruptcy, insolvency or similar proceeding in respect of any Borrower
         Party or any other Credit Party, such 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 Lender
         (whether such rights or obligations are for such Lender's own account
         or for the account of any participant).

(g)      Each 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 Lender by or on behalf of the Credit Parties,
         provided that such assignees have agreed to be bound by the
         confidentiality provisions in Section 16(p).



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15.  INDEMNIFICATION.

(a)      Subject to Section 15(b), the Credit Parties, on a joint and several
         basis, shall indemnify each Lender Party on demand against any and all
         Liabilities, costs and claims which to any extent (in whole or in part)
         may be imposed on, incurred by or asserted against any Lender Party
         growing out of, resulting from or in any other way associated with:

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

         (ii)     any L/C Issuer's issuance of or performance under any Letter
                  of Credit;

         (iii)    the making of Loans hereunder by the Lenders;

         (iv)     any of the Collateral, the Credit Documents, the Original EOTT
                  OLP Reimbursement Agreement, the Existing Agreement, the L/C
                  Agreement, the SCTSC Agreements, the L/C Agreement Letters of
                  Credit, the Cash Collateralized Letters of Credit, the
                  Original EOTT OLP Reimbursement Agreement Letters of Credit,
                  the Existing Letters of Credit, the Existing Loans 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 Lender Party or any other Person or
                  any Liabilities or duties of any Lender 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 LENDER PARTY; provided, however, only that a Lender 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 a Lender 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 "Lender Party" shall refer not only to a Lender Party but also
         to each director, officer, agent, attorney, employee, representative
         and affiliate of such Lender Party.



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16.  MISCELLANEOUS.

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

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

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

(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 a
         Lender Party of amounts to be paid under Section 3 or any other matters
         that are to be determined hereunder by a Lender Party (such as LIBOR,
         Business Day, Interest Period or Reserve Percentage) shall, in the
         absence of manifest error, be conclusive and binding. Unless otherwise
         expressly provided herein or unless the Majority Lenders otherwise
         consent, all financial statements and reports furnished to any Lender
         Party hereunder shall be prepared and all financial computations and
         determinations pursuant hereto shall be made in accordance with GAAP as
         in effect at the Closing Date.

(e)      Notwithstanding that the Lenders, whether on their 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




                                       86
<PAGE>

         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 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 13(f), upon the occurrence and during the
         continuance of any Event of Default hereunder, each 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 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 Lender agrees
         promptly to notify the Administrative Agent and the Borrower
         Representative after any such set-off and application is made by such
         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 Lenders under this Section are in addition to other rights and
         remedies (including, without limitation, other rights of set-off) which
         the Lenders may have.

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

(j)      The Credit Parties agree that no Lender, its Affiliates or its
         correspondents shall be responsible for: (i) the failure of any Letter
         of Credit Request to bear any reference to any Letter of Credit, or
         inadequate reference in any Letter of Credit Request to the relevant
         Letter of Credit, or failure of documents (other than documents
         expressly required to be presented under the relevant Letter of Credit)
         to accompany any Letter of Credit Request at negotiation, or failure of
         any Person to note the amount of any Letter of





                                       87
<PAGE>

         Credit Request on the reverse of the relevant Letter of Credit, or to
         surrender or to take up any Letter of Credit or to forward documents
         apart from Letter of Credit Requests as required by the terms of the
         relevant Letter of Credit, each of which provisions, if contained in
         any Letter of Credit itself, may be waived by L/C Issuer; (ii) errors,
         omissions, interruptions or delays in transmissions, or delivery of any
         messages, by mail, facsimile, telex, cable, telegraph, wireless or
         other teletransmission or by oral instructions, whether or not they may
         be in cipher; (iii) the existence, character, quality, quantity,
         condition, packing, value or delivery of any property purporting to be
         represented by documents; (iv) any difference in character, quality,
         quantity, condition, packing, value or delivery of such property from
         that expressed in documents; (v) any breach of contract between any
         Credit Party and any Beneficiary or any other Person or any dispute as
         to the use which may be made of any Letter of Credit or funds obtained
         thereunder by any Beneficiary or other party; (vi) the validity,
         sufficiency, or genuineness of any Letter of Credit Request or other
         document; and (vii) the time, place, manner or order in which shipment
         is made.

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

(l)      The occurrence of any one or more of the contingencies or events
         referred to in the U.C.P. or in the preceding clauses of Sections 16(j)
         and (k) shall not affect, impair, or prevent the vesting of any
         Lender's rights or powers hereunder or the enforceability of any
         Obligations.

(m)      Each Credit Party hereby irrevocably and unconditionally submits, for
         itself and its property, to the nonexclusive jurisdiction of any 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.



                                       88
<PAGE>

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

(o)      The Administrative Agent and each L/C Issuer may rely on the written
         notices, requests, waivers and consents of the Borrower Representative,
         its officers and designated agents, including, without limitation, any
         Letter of Credit Requests or requests for Borrowings under the Notes,
         as the binding actions of Borrower hereunder. Any such notices,
         requests, waivers or consents received by the Administrative Agent and
         each L/C Issuer from the Borrower Representative on behalf of Borrower
         hereunder shall be deemed to have been sent by Borrower, and all
         notices and other information furnished by the Administrative Agent or
         any L/C Issuer to the Borrower Representative hereunder will be
         received by the Borrower Representative on behalf of Borrower. In
         addition, the Administrative Agent and each L/C Issuer may receive from
         the Borrower Representative, on behalf of Borrower, all amounts
         required to be paid by Borrower and may pay to the Borrower
         Representative for Borrower's account, all amounts required to be paid
         by or on behalf of any Lender to Borrower; provided, however that
         neither the Administrative Agent nor any L/C Issuer shall have any
         responsibility to inquire as to the application of such amounts by the
         Borrower Representative and is hereby released from any liability to
         Borrower or any other Credit Party arising from such application by the
         Borrower Representative.

(p)      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.

(q)      Concurrently with the Closing Date, and without the necessity of any
         further act or evidence, other than consummation of the transactions
         contemplated hereby, (i) the Obligations under the Existing Agreement
         are hereby renewed and extended in full, as amended and restated, (ii)
         the Existing Letters of Credit are hereby deemed to be issued and
         outstanding Letters of Credit hereunder, and (iii) the Existing Loans
         are hereby deemed to be outstanding Loans hereunder, as evidenced by
         the Notes and as amended, renewed and extended pursuant hereto.

(r)      Waivers and Amendments; Acknowledgments.



                                       89
<PAGE>

         (i)      No failure or delay (whether by course of conduct or
                  otherwise) by any Lender in exercising any right, power or
                  remedy which such Lender Party may have under any of the
                  Credit Documents shall operate as a waiver thereof or of any
                  other right, power or remedy, nor shall any single or partial
                  exercise by any Lender Party of any such right, power or
                  remedy preclude any other or further exercise thereof or of
                  any other right, power or remedy. No waiver of any provision
                  of any Credit Document and no consent to any departure
                  therefrom shall ever be effective unless it is in writing and
                  signed as provided below in this Section, and then such waiver
                  or consent shall be effective only in the specific instances
                  and for the purposes for which given and to the extent
                  specified in such writing. No notice to or demand on any
                  Credit Party shall in any case of itself entitle any Credit
                  Party to any other or further notice or demand in similar or
                  other circumstances. This Agreement and the other Credit
                  Documents set forth the entire understanding among the parties
                  hereto with respect to the transactions contemplated herein
                  and therein and supersede all prior discussions and
                  understandings with respect to the subject matter hereof and
                  thereof, and no waiver, consent, release, modification or
                  amendment of or supplement to this Agreement or the other
                  Credit Documents shall be valid or effective against any party
                  hereto unless the same is in writing and signed by (A) if such
                  party is a Credit Party, by such party, (B) if such party is
                  the Administrative Agent or an LC Issuer, by such party and
                  (C) if such party is a Lender, by such Lender. Notwithstanding
                  the foregoing or anything to the contrary herein, the
                  Administrative Agent shall not, without the prior consent of
                  each individual Lender Party, execute and deliver on behalf of
                  such Lender Party any waiver or amendment that would: (A)
                  increase the Percentage Share of any Lender or the maximum
                  amount any such Lender is committed to fund in respect of LC
                  Obligations and Loans or subject such Lender to any additional
                  obligations, (B) reduce any fees payable to such Lender
                  hereunder, or the principal of, or interest on, such Lender's
                  Note, (C) change any date fixed for any payment of any such
                  fees, principal or interest, (D) amend the definition herein
                  of "Borrowing Base" or any of the terms used in that
                  definition, (E) amend the definition herein of "Majority
                  Lenders" or otherwise change the aggregate amount of
                  Percentage Shares required for the Administrative Agent, the
                  Lenders or any of them to take any particular action under the
                  Credit Documents, (F) release Borrower from its obligation to
                  pay the Notes or any Guarantor from its guaranty of such
                  payment, or (G) except as otherwise expressly provided for in
                  Section 9(c), release any Collateral.

         (ii)     Each Borrower Party 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 Administrative Agent
                  or any other Lender Party, (C) there are no representations,
                  warranties, covenants, undertakings or agreements by any
                  Lender Party as to the Credit Documents, (D) no Lender Party
                  has any fiduciary obligation toward any Credit Party with
                  respect to any Credit Document or the




                                       90
<PAGE>

                  transactions contemplated thereby, (E) the relationship
                  pursuant to the Credit Documents between Borrower 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 Administrative Agent is
                  not Borrower's agent, but the Administrative Agent for
                  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 reasons what remedies and actions it will or
                  will not exercise or take at that time, (I) without limiting
                  any of the foregoing, Borrower is 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.

         (iii)    Each Lender Party hereby represents that it will acquire its
                  Note for its own account in the ordinary course of its
                  commercial lending business; provided, however, the
                  disposition of such Lender's property shall at all times be
                  and remain within its control and, in particular and without
                  limitation, such Lender may sell or otherwise transfer its
                  Note, any participation interest or other interest in its
                  Note, or any of its other rights and obligations under the
                  Credit Documents subject to compliance with the provisions
                  hereunder and applicable Law.

(s)      The Lender Parties, the Credit Parties and any other parties 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 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




                                       91
<PAGE>

         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 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 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 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. In no event shall Chapter
         346 of the Texas Finance Code apply to this Agreement, any other Credit
         Document or any transactions or loan arrangement provided or
         contemplated hereby or thereby.

(t)      The Credit Parties and the Lender Parties mutually hereby knowingly,
         voluntarily and intentionally waive the right to a trial by jury in
         respect of any claim based hereon, arising out of, under or in
         connection with this Agreement or any other Credit Documents
         contemplated to be executed in connection herewith or any course of
         conduct, course of dealings, statements (whether oral or written) or
         actions of any party. This waiver constitutes a material inducement for
         the Lender Parties to enter into this Agreement and the other Credit
         Documents and to make Extensions of Credit. Each Credit Party and each
         Lender Party hereby further (i) irrevocably waives, to the maximum
         extent not prohibited by law, any right it may have to claim or recover
         in any such litigation any Special Damages, as defined below, (ii)
         certifies that no party hereto nor any representative or agent or
         counsel for any party hereto has represented, expressly or otherwise,
         or implied that such party would not, in the event of litigation, seek
         to enforce the foregoing waivers and (iii) acknowledges that it has
         been induced to enter into this Agreement, the other Credit Documents
         and the transactions contemplated hereby and thereby by, among other
         things, the mutual waivers and certifications contained in this
         Section. "SPECIAL DAMAGES" includes all special, consequential,
         exemplary or punitive damages (regardless of how named), but does not
         include any payments of funds that any party hereto has expressly
         promised to pay or deliver to any other party hereto.

(u)      All of the Credit Parties' various representations, warranties,
         covenants and agreements in the Credit Documents shall survive the
         execution and delivery of this Agreement and the other Credit Documents
         and the performance hereof and thereof, including the making or
         granting of the Loans and the delivery of the Notes and the other
         Credit Documents and shall further survive until all of the Obligations
         are paid in full to each




                                       92
<PAGE>

         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.


                  [Remainder of page intentionally left blank.]



                                       93
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amended and Restated Reimbursement and Security Agreement as of the day and year
first above written.


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

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

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer


                                    EOTT ENERGY CANADA LIMITED PARTNERSHIP,
                                    as a Borrower Party

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

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer


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

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

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer

<PAGE>



                                    EOTT ENERGY PIPELINE LIMITED PARTNERSHIP,
                                    as a Borrower Party

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

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer


                                    EOTT ENERGY PARTNERS, L.P.,
                                    as a Guarantor

                                    By: EOTT ENERGY CORP., its General Partner

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer


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

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer


                                    EOTT ENERGY CORP.,
                                    as Original Credit Party

                                        By:
                                           -------------------------------------
                                           Name:   Susan Ralph
                                           Title:  Treasurer



<PAGE>



                              Address for each Credit Party:

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


                              STANDARD CHARTERED BANK,
                              a Administrative Agent, L/C Issuer and a Lender

                                        By:
                                           ------------------------------------
                                           Name:  Allan J. Lee
                                           Title: Senior Vice President

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




<PAGE>


                                                                      SCHEDULE I


                         L/C AGREEMENT LETTERS OF CREDIT


            THIS SCHEDULE HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
       CONFIDENTIAL TREATMENT THAT HAS BEEN FILED SEPARATELY WITH THE SEC

                            1 page has been omitted.


<PAGE>
                                                                     SCHEDULE II


                      CASH COLLATERALIZED LETTERS OF CREDIT


[* One page has been omitted]
<PAGE>


                                                                    SCHEDULE III


           ORIGINAL EOTT OLP REIMBURSEMENT AGREEMENT LETTERS OF CREDIT

                          [* 3 pages have been omitted]
<PAGE>

                                                                     SCHEDULE IV

                           EXISTING LETTERS OF CREDIT

                         [* 7 Pages have been omitted]
<PAGE>

                                                                      SCHEDULE V

DISCLOSURE SCHEDULE

               *CERTAIN PORTIONS OF THIS DISCLOSURE SCHEDULE HAVE
               BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
             TREATMENT THAT HAS BEEN FILED SEPARATELY WITH THE SEC

                                  SECTION 7(b)

                          QUALIFICATION, GOOD STANDING
                        AND AUTHORIZATION TO DO BUSINESS

         Set forth below the name of each entity listed below are the
jurisdictions in which that entity is qualified to do business:

<Table>
<S>                                                      <C>
                                EOTT ENERGY CORP.

                 Alabama                                  Nebraska
                 Arizona                                   Nevada
                Arkansas                                 New Jersey
               California                                New Mexico
                Colorado                                  New York
               Connecticut                             North Carolina
                Delaware                                North Dakota
                 Florida                                    Ohio
                 Georgia                                  Oklahoma
                Illinois                                   Oregon
                 Indiana                                Pennsylvania
                  Iowa                                  Rhode Island
                 Kansas                                South Carolina
                Louisiana                               South Dakota
                Maryland                                  Tennessee
              Massachusetts                                 Texas
                Michigan                                    Utah
                Minnesota                                 Virginia
               Mississippi                               Washington
                Missouri                                West Virginia
                 Montana                                  Wisconsin
                                     Wyoming

                            EOTT ENERGY PARTNERS, L.P.

                Delaware                                    Texas

                       EOTT ENERGY GENERAL PARTNER, L.L.C.

                Delaware                                    Texas
</Table>


                                      -1-
<PAGE>

<Table>
<S>                                                    <C>
                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP

                 Alabama                                  Nebraska
                 Arizona                                   Nevada
                Arkansas                                 New Jersey
               California                                New Mexico
                Colorado                                  New York
               Connecticut                             North Carolina
                Delaware                                North Dakota
                 Florida                                    Ohio
                 Georgia                                  Oklahoma
                Illinois                                   Oregon
                 Indiana                                Pennsylvania
                  Iowa                                  Rhode Island
                 Kansas                                South Carolina
                Louisiana                               South Dakota
                Maryland                                  Tennessee
              Massachusetts                                 Texas
                Michigan                                    Utah
                Minnesota                                 Virginia
               Mississippi                               Washington
                Missouri                                West Virginia
                 Montana                                  Wisconsin

                                     Wyoming

                          EOTT ENERGY CANADA LIMITED PARTNERSHIP

                PROVINCE                                    STATE
                 Alberta                                  Delaware
            British Columbia                              Illinois
                Manitoba                                   Indiana
                 Ontario                                  Louisiana
              Saskatchewan                                Michigan
                                                          Minnesota
                                                         Mississippi
                                                           Montana
                                                         North Dakota
                                                          Oklahoma
                                                            Texas
                                                          Wisconsin
</Table>


                                      -2-
<PAGE>

<Table>
<S>                                                    <C>
                                 EOTT ENERGY LIQUIDS, L.P.

                Delaware                                    Texas

                         EOTT ENERGY PIPELINE LIMITED PARTNERSHIP

                 Alabama                                 Mississippi
                Arkansas                                   Montana
               California                                 Nebraska
                Colorado                                 New Mexico
                Delaware                                North Dakota
                 Kansas                                   Oklahoma
                Louisiana                               South Dakota
                                      Texas
</Table>


                                      -3-
<PAGE>

                                  SECTION 7(c)

                                 ENFORCEABILITY

         Sections 7(i), 7(j) [*] of this Disclosure Schedule are incorporated by
reference.


                                      -4-
<PAGE>

                                  SECTION 7(d)

                         PERMITS, LICENSES AND APPROVALS

         Section 7(i) of this Disclosure Schedule is included herein by
reference.

                                       [*]

                              COMPLIANCE WITH TAXES

         Section 7(t) of this Disclosure Schedule is incorporated by reference.

                                  ENVIRONMENTAL

         Section [*] 7(t) of this Disclosure Schedule is incorporated herein by
reference.

                                       [*]


                                      -5-
<PAGE>

                                  SECTION 7(e)

                            FILINGS TO REFLECT LIENS

         Mortgage Tax Affidavit Form - Kansas.

         Any ad valorem tax pro-ration forms in required jurisdictions.

         Section 7(h) of this Disclosure Schedule is incorporated herein by
reference.

1.       Financing Statement Filings

         A.       Alabama

         i.       Central Filings (Blanket UCC-1s):
                  EOTT Energy Operating Limited Partnership
                  EOTT Energy Corp.
                  EOTT Energy Partners, L.P.
                  EOTT Energy General Partner, L.L.C.
                  EOTT Energy Canada Limited Partnership
                  EOTT Energy Liquids, L.P.
                  EOTT Energy Pipeline Limited Partnership

         ii.      Mobile County, Alabama Filings:
                  Fixture filing for EOTT Energy Operating Limited Partnership
                  Fixture filing for EOTT Energy Pipeline Limited Partnership

         B.       Mississippi

         i.       Central Filings (Blanket UCC-1s):
                  EOTT Energy Operating Limited Partnership
                  EOTT Energy Corp.
                  EOTT Energy Partners, L.P.
                  EOTT Energy General Partner, L.L.C.
                  EOTT Energy Canada Limited Partnership
                  EOTT Energy Liquids, L.P.
                  EOTT Energy Pipeline Limited Partnership

         ii.      Mississippi Local Filings (Blanket UCC-1s):

                  a)       UCC-1 filing for EOTT Energy Operating Limited
                           Partnership

                  Amite
                  Clarke
                  Covington
                  Forrest
                  George
                  Jasper


                                      -6-
<PAGE>

                  Jefferson Davis
                  Jones
                  Lamar
                  Lincoln
                  Marion
                  Perry
                  Pike
                  Smith
                  Stone
                  Walthall
                  Wayne

                  b)       UCC-1 filing for EOTT Energy Pipeline Limited
                           Partnership:

                  Amite
                  Forrest
                  George
                  Jasper
                  Jefferson Davis
                  Jones
                  Lamar
                  Lincoln
                  Marion
                  Perry
                  Pike
                  Stone
                  Walthall
                  Wayne

C.       Delaware UCC Filings:

         EOTT Energy Operating Limited Partnership
         EOTT Energy Corp.
         EOTT Energy Partners, L.P.
         EOTT Energy General Partner, L.L.C.
         EOTT Energy Canada Limited Partnership
         EOTT Energy Liquids, L.P.
         EOTT Energy Pipeline Limited Partnership

D.       UCC Transmitting Utility Financing Statements for EOTT Energy Operating
         Limited Partnership and EOTT Energy Pipeline Limited Partnership:

         Alabama
         Arkansas
         Colorado
         Kansas
         Louisiana
         Montana


                                      -7-
<PAGE>

         Mississippi
         Nebraska
         New Mexico
         North Dakota
         Oklahoma
         South Dakota
         Texas

E.       Deed of Trust, Mortgage, Fixture Filing, Security Agreement and
         Financing Statement

         1.       EOTT Energy Operating Limited Partnership

                  a)       Alabama Counties:
                           Mobile

                  b)       Mississippi Counties:
                           Amite
                           Clarke
                           Covington
                           Forrest
                           George
                           Jasper
                           Jefferson Davis
                           Jones
                           Lamar
                           Lincoln
                           Marion
                           Perry
                           Pike
                           Smith
                           Stone
                           Walthall
                           Wayne

         2.       EOTT Energy Pipeline

                  a)       Alabama Counties:
                           Mobile

                  b)       Mississippi Counties:
                           Amite
                           Clarke
                           Forrest
                           George
                           Jasper
                           Jefferson Davis


                                      -8-
<PAGE>

                           Jones
                           Lamar
                           Lincoln
                           Marion
                           Perry
                           Pike
                           Stone
                           Walthall
                           Wayne

         3.       EOTT Energy Liquids, L.P.

                  Chambers County, Texas
                  Galveston County, Texas
                  Harris County, Texas

         Any other mortgages and UCC-1 financing statements or their equivalents
filed by the Lender.

         Any and all additional mortgages and Deeds of Trust heretofore filed by
the Lender in jurisdictions in which the Credit Parties own fixed assets.


                                      -9-
<PAGE>

                                  SECTION 7(f)

                                    CONFLICTS

         Sections 7(c), 7(d), 7(e), 7(h), 7(i), 7(j), [*], 7(r), 7(s), 7(t),
7(u) and 7(x) of this Disclosure Schedule are incorporated herein by reference.


                                      -10-
<PAGE>

                                  SECTION 7(g)

                          FICTITIOUS PARTNERSHIP NAMES

         EOTT Energy


                                      -11-
<PAGE>

                                  SECTION 7(h)

                              LIMITATION OF VALID,
                                PERFECTED, FIRST
                           PRIORITY SECURITY INTEREST

         Section 7(i) of this Disclosure Schedule is hereby incorporated by
reference.

         [*]

         Commodity Repurchase Agreement dated February 28, 1998, by and between
Standard Chartered Trade Service Corporation and EOTT Energy Operating, L.P., as
amended.

         Receivables Purchase Agreement dated October 19, 1999, by and between
EOTT Energy Operating, L.P. and Standard Chartered Trade Services Corporation,
as amended.


                                      -12-
<PAGE>

                                  SECTION 7(i)

                                   VALID TITLE

         [*]

         Sections 7(h) [*] and 7(x) of this Disclosure Schedule are incorporated
by reference.


                                      -13-
<PAGE>

                                  SECTION 7(j)

                                LIST OF DEFAULTS

         [*]

         Each section of this Disclosure Schedule is incorporated herein by
reference.


                                      -14-
<PAGE>

                                  SECTION 7(k)

                         ERISA PLAN AND ERISA COMPLIANCE

         [*]


                                      -15-
<PAGE>

                                  SECTION 7(l)

                              ENVIRONMENTAL MATTERS

                        COMPLIANCE WITH ENVIRONMENTAL LAW

         [*]


                                      -16-
<PAGE>

                                  SECTION 7(p)

                                       [*]




                                      -17-
<PAGE>

                                  SECTION 7(q)

                          INITIAL FINANCIAL STATEMENTS

         The February 2002 income statement has been delivered to the
Administrative Agent.

         [*]


                                      -18-
<PAGE>

                                  SECTION 7(r)

                                   LIABILITIES

         1. Permitted Liens.

         2. Sections 7(d), 7(f), 7(i), [*], 7(t), 7(u) and 7(x) of this
Disclosure Schedule are incorporated herein by reference.



                                      -19-
<PAGE>

                                  SECTION 7(s)

                           MISSTATEMENTS AND OMISSIONS

         PricewaterhouseCoopers LLP ("PWC") is examining the books and records
of the Credit Parties for Fiscal Year 2001 and forward and the Credit Parties
are uncertain whether, at the conclusion of its audit, PWC will propose any
adjustments to the December 31, 2001, consolidated financial statements.


                                      -20-
<PAGE>

                                  SECTION 7(t)

                        PENDING AND THREATENED LITIGATION

         1. State of Texas Royalty Suit. Certain of the Credit Parties were
served on November 9, 1995 with a petition styled The State of Texas, et al. vs.
Amerada Hess Corporation, et al. The matter was filed in District Court in Lee
County, Texas and involves several major and independent oil companies and
marketers as defendants. The plaintiffs are attempting to put together a class
action lawsuit alleging that the defendants acted in concert to buy oil owned by
members of the plaintiff class in Lee County, Texas, and elsewhere in Texas, at
"posted" prices, which the plaintiffs allege were lower than true market prices.
There is not sufficient information in the petition to fully quantify the
allegations set forth in the petition, but the Credit Parties believe that any
such claims against us will prove to be without merit. There has been no
activity on this matter for several years.

         2. State of Texas, et al. vs. Amerada Hess Corporation, et al., Cause
No. 97-12040; In the 53rd Judicial District Court of Travis County, Texas
(Common Purchaser Act Suit). This case was filed on October 23, 1997 in Austin
by the Texas Attorney General's office and involves several major and
independent oil companies and marketers as defendants. Certain of the Credit
Parties were served on November 18, 1997. The petition states that the State of
Texas brought this action in its sovereign capacity to collect statutory
penalties recoverable under the Texas Common Purchaser Act, arising from
defendants' alleged willful breach of statutory duties owed to royalty,
overriding royalty and working interest owners of crude oil sold to defendants,
as well as alleged breach of defendants' common law and contractual duties. The
plaintiffs also allege that the defendants have engaged in discriminatory
pricing of crude oil. This case appears to be similar to the State of Texas
Royalty Suit filed by the State of Texas on November 9, 1995. The Credit
Parties, along with several of the defendants, reached a settlement with the
State in the Common Purchaser Act Suit in a Settlement Agreement dated August 5,
1999. Settlement amounts for each defendant were confidential. This settlement
disposed of any claims the State may have in the State of Texas Royalty Suit,
discussed above, but did not dismiss that case. Also, any severance tax claims
the State may have were specifically excluded from this settlement. However, no
severance tax claims were asserted in the petition filed by the plaintiffs.

         3. McMahon Foundation and J. Tom Poyner vs. Amerada Hess Corporation,
et al. (Including EOTT Energy Operating Limited Partnership), Civil Action No.
H-96-1155; United States District Court, Southern District of Texas, Houston
Division (Texas Federal Anti-Trust Suit). This suit was filed on April 10, 1996
as a class action complaint for violation of the federal antitrust laws and
involves several major and independent oil companies and marketers as
defendants. The relevant area is the entire continental United States, except
for Alaska, New York, Ohio, Pennsylvania, West Virginia and the Wilmington Field
at Long Beach, California. The plaintiffs claim that there is a combination and
conspiracy among the defendant oil companies to fix, depress, stabilize and
maintain at artificially low levels the price paid for the first purchase of
lease


                                      -21-
<PAGE>

production oil sold from leases in which the class members own interests. This
was allegedly accomplished by agreement of the defendants to routinely pay for
first purchases at posted prices rather than competitive market prices and
maintain them in a range below competitive market prices through an undisclosed
scheme of using posted prices in buy/sell transactions among themselves to
create the illusion that posted prices are genuine market prices. The plaintiffs
allege violations from October of 1986 forward. No money amounts were claimed.
See No. 6-Summary, for resolution of this matter.

         4. Randolph Energy, Inc., et al. vs. Amerada Hess Corporation, et al.,
Civil Action No. 2:97CV273PG; In the United States District Court for the
Southern District of Mississippi, Jackson Division (Mississippi Federal
Anti-Trust Suit). Certain of the Credit Parties received a summons in this
matter on August 18, 1997. The case was filed on August 5, 1997 and is a class
action complaint for alleged violation of the federal antitrust laws, which
involves several major and independent oil companies and marketers as
defendants. The plaintiffs claim that this litigation arises out of a
combination and conspiracy of the defendant oil companies to fix, depress,
stabilize and maintain at artificially low levels the prices paid for the first
purchase of lease production oil sold from leases in which the class members own
interests. The issues involved in this suit appear to be a duplication of the
issues in the Texas Federal Anti-Trust Suit previously discussed. No money
amounts were claimed. See No. 6-Summary, for resolution of this matter. This
suit was dismissed with prejudice on March 29, 2002.

         5. Cameron Parish School Board, et al. vs. Texaco, Inc., et al.; Civil
Action No. C-98-111; In the United States District Court for the Western
District of Louisiana, Lake Charles Division (Louisiana Federal Anti-Trust
Suit). This case was originally filed as a state law claim in Louisiana. When
the case was removed to federal court, the anti-trust claims were added, similar
to the claims made in the Texas Federal Anti-Trust Suit and the Mississippi
Federal Anti-Trust Suit. The plaintiffs claim that this litigation arises out of
a combination and conspiracy of the defendant oil companies to fix, depress,
stabilize and maintain at artificially low levels the prices paid for the first
purchase of lease production oil sold from leases in which the class members own
interests. The issues involved in this suit appear to be a duplication of the
issues in the Texas Federal Anti-Trust Suit and the Mississippi Federal
Anti-Trust Suit, both previously discussed. On October 22, 1998, the judge
granted the Plaintiffs' motion to amend the petition and add additional
defendants. Certain of the Credit Parties were added to the case as defendants
at that time. No money amounts were claimed. See No. 6-Summary, for resolution
of this matter.

         6. Summary. The Texas Federal Anti-Trust Suit, the Mississippi Federal
Anti-Trust Suit and the Louisiana Federal Anti-Trust Suit, along with several
other suits to which the Credit Parties were not a party, were consolidated and
transferred to the Southern District of Texas by Transfer Order dated January
14, 1998. The Judicial Panel on Multidistrict Litigation made this
recommendation due to the similarity of issues in the cases. Certain of the
Credit Parties, and a number of other defendants, entered into a class-wide
settlement with the defendants, which was approved by the Court on April 7,
1999, with a Final Judgment entered on August 11, 1999. Several appeals were
subsequently


                                      -22-
<PAGE>

filed. All appeals have now been resolved. The settlement was funded on November
27, 2001. As the various cases are dismissed by each court, the relevant cases
will be removed from the Credit Parties' active litigation summary.

         7. Assessment for Crude Oil Production Tax from the Comptroller of
Public Accounts, State of Texas. EOTT Energy Operating Limited Partnership
("EOTT OLP") received a letter from the Comptroller's Office dated October 9,
1998, assessing it for severance taxes the Comptroller's Office alleges are due
on a difference the Comptroller's Office believes to exist between the market
value of crude oil and the value reported on our crude oil tax report for the
period of September 1, 1994 through December 31, 1997. The letter states that
the action, based on a desk audit of EOTT OLP's crude oil production reports, is
partly to preserve the statute of limitations where crude oil severance tax may
not have been paid on the true market price of the crude oil. The letter further
states that the Comptroller's position is similar to claims made in several
lawsuits, including the Texas Federal Anti-Trust Suit, in which we are a
defendant. The amount of the assessment, including penalty and interest, is
approximately $1.1 million. While the claim is still being reviewed, EOTT OLP
believes it should be without liability in this matter. There has been no action
on this matter since early in 1999.

         8. Export License with United States Department of Commerce. EOTT
Energy Operating Limited Partnership ("EOTT OLP") has applied for and maintained
Export Licenses through the U.S. Department of Commerce ("DOC") since 1994.
These licenses authorized EOTT OLP to export crude oil to Canada. Each license
provided an applicable license quantity and value of merchandise as authorized
by the DOC to be exported. The licenses generally covered either a one or
two-year period. In early 1999, as EOTT OLP was preparing a new license
application, it was discovered that EOTT OLP had exported more barrels and value
than had been authorized by the DOC under our current (and prior) license.
Pursuant to Section 764.5 of the Export Administration Regulations, EOTT OLP
filed a Voluntary Disclosure with the DOC on February 5, 1999, giving the DOC
notice of these license overruns. The next formal stage of the Voluntary
Disclosure process will be for the DOC to issue a Charging Letter regarding a
proposed fine for the export license overruns. To date, EOTT OLP does not have
any information as to when or in what amount the Charging Letter will be issued.

         9. John H. Roam, et al. vs. Texas-New Mexico Pipe Line Company and EOTT
Energy Pipeline Limited Partnership, Cause No. CV43296, In the District Court of
Midland County, Texas, 238th Judicial District (Kniffen Estates Suit). Certain
residents of the Kniffen Estates, a residential subdivision located outside of
Midland, Texas, filed the Kniffen Estates Suit on March 2, 2001. The allegations
in the petition state that free crude oil products were discovered in water
wells in the Kniffen Estates area, on or about October 3, 2000. The plaintiffs
claim that the crude oil products are from a 1992 release from a pipeline then
owned by the Texas-New Mexico Pipe Line Company ("Tex-New Mex"). EOTT Energy
Pipeline Limited Partnership ("EOTT PLP") purchased that pipeline from Tex-New
Mex in 1999. The plaintiffs have alleged that Tex-New Mex was negligent, grossly
negligent and malicious in failing to accurately report and remediate the spill.
With respect to EOTT PLP, the plaintiffs are seeking damages arising from any


                                      -23-
<PAGE>

contamination of the soil or groundwater since EOTT PLP acquired the pipeline in
question. No specific amount of money damages was claimed, and it is not
possible to determine any potential exposure at this stage of the matter. In
response to the Kniffen Estates Suit, EOTT PLP filed a cross-claim against
Tex-New Mex. In the cross-claim, EOTT PLP claims that, in relation to the
matters alleged by the plaintiffs, Tex-New Mex breached the Purchase and Sale
Agreement between the parties dated May 1, 1999, by failing to disclose the 1992
release and by failing to undertake the defense and handling of the toxic tort
claims, fair market value claims, and remediation claims arising from the
release. Additionally, EOTT PLP is asserting claims of gross negligence, fraud
and specific performance. On April 5, 2002, EOTT PLP filed an amended cross
claim which alleges that Tex-New Mex defrauded EOTT PLP as part of Tex-New Mex's
sale to EOTT PLP of the pipeline systems in 1999. The amended cross claim also
alleges that various practices employed by Tex-New Mex in the operation of its
pipelines constitute gross negligence and willful misconduct and void EOTT PLP's
obligation to indemnify Tex-New Mex for remediation of releases that occurred
prior to May 1, 1999. Due to the early stages of the proceedings, it is not
possible to speculate on the possible outcome of this matter.

         10. Enron has received a request for information from EPA under Section
308 of the Clean Water Act, requesting information regarding certain releases
and discharges from oil pipelines operated by Enron for the time period July 1,
1998 to July 11, 2001. Because the Credit Parties' pipelines, which are operated
by an Enron subsidiary, are the only domestic crude oil pipelines affiliated
with Enron, Enron responded for itself and on behalf of EOTT, to EPA's request
on January 29, 2002. No assurance can be given that EPA will agree with our
interpretation of that definition. EOTT instituted a pipeline integrity
assessment program in 1999. EOTT expanded its pipeline integrity assurance
program in December 2001 to insure evaluation of the integrity of a pipeline
after a spill to avoid putting a pipeline back in service if integrity is not on
the line. (The discussion in Section 7(d) of this Disclosure Schedule regarding
Other Applicable Rules is incorporated herein by reference.) These measures are
intended to reduce the number of discharges and releases on the pipelines. At
this time, it is not possible to predict what the outcome will be of the
response made to EPA's Section 308 request. Further, no assurance can be given
as to the amount or timing of future expenditures for environmental remediation
or compliance which may be required relating to this request, and actual future
expenditures may be different from the amounts currently anticipated. In the
event of future increases in costs, EOTT may be unable to pass on those
increases to its customers.

         11. Richard D. Warden and Nancy J. Warden v. EOTT Energy Pipeline
Limited Partnership and EOTT Energy Corp. The plaintiffs in this lawsuit are
landowners who are seeking damages arising from a release of crude oil from an
Oklahoma pipeline owned by EOTT Energy Pipeline Limited Partnership. EOTT
undertook extensive remediation efforts with respect to the crude oil release
that is the subject of this lawsuit. The plaintiffs allege that EOTT did not
properly remediate the crude oil release. The plaintiffs are alleging causes of
action for negligence, gross


                                      -24-
<PAGE>

negligence, unjust enrichment, and nuisance. Due to the early stages of the
proceedings, it is not possible to speculate on the possible outcome of this
matter.

         12. Notice of Claim by Law Offices of John A. Huettner. The Credit
Parties have been contacted by John A. Huettner, who claims to represent various
persons who have purchased Common Units of EOTT MLP. [*]

[*]
GENERAL

         Sections 7(d), 7(j), [*] and 7(x) of this Disclosure Schedule are
incorporated herein by reference.


                                      -25-
<PAGE>

                                  SECTION 7(u)

                            EXISTING LABOR DISPUTES,
                            ACTS OF GOD AND WAR, ETC.

         Section [*] 7(t) of this Disclosure Schedule are incorporated herein by
reference.



                                      -26-
<PAGE>

                                  SECTION 7(v)


                     SUBSIDIARIES/EQUITY INTEREST OWNERSHIP

<Table>
<S>    <C>      <C>                                            <C>            <C>
1.     EOTT ENERGY PARTNERS, L.P.

       o        EOTT ENERGY OPERATING LIMITED PARTNERSHIP      + or -99.99%      Limited Partnership Interest
                                                                                 (Direct) and General Partner
                                                                                 Interest (Indirect)
       o        EOTT ENERGY GENERAL PARTNER, LLC                 100%            Membership Interest
                                                                                 Stockholder Interest
       o        EOTT ENERGY FINANCE CORP.                        100%

2.     EOTT ENERGY CORP.

       o        EOTT ENERGY PARTNERS, L.P.                      1.98%            General Partnership Interest

3.     EOTT ENERGY OPERATING LIMITED PARTNERSHIP

       o        EOTT ENERGY PIPELINE LIMITED PARTNERSHIP       + or -99.99%      Limited Partnership Interest
       o        EOTT ENERGY CANADA LIMITED PARTNERSHIP         + or -99.99%      Limited Partnership Interest
       o        EOTT ENERGY LIQUIDS, L.P.                      + or -99.99%      Limited Partnership Interest

4.     EOTT ENERGY GENERAL PARTNER, LLC

       o        EOTT ENERGY OPERATING LIMITED PARTNERSHIP      + or -.01%        Limited Partnership Interest
       o        EOTT ENERGY LIQUIDS, L.P.                      + or -.01%        Limited Partnership Interest
       o        EOTT ENERGY CANADA LIMITED PARTNERSHIP         + or -.01%        Limited Partnership Interest
       o        EOTT ENERGY PIPELINE LIMITED PARTNERSHIP       + or -.01%        Limited Partnership Interest
</Table>


                                      -27-
<PAGE>

                                  SECTION 7(x)

                             PERMITTED INDEBTEDNESS

         1. Indebtedness of each Credit Party incurred in the ordinary course of
business to vendors, suppliers or other persons providing goods and services,
which are outstanding for less than 120 days from the date goods are delivered
or services are rendered.

         [*]

         3. Indebtedness of the Credit Parties to Enron and/or its affiliates as
disclosed on Section 7(t) of this Disclosure Schedule, which is incorporated
herein by reference.

         4. Amended and Restated Reimbursement, Loan and Security Agreement
among the lender and each Credit Party dated December 21, 2001.

         5. All indebtedness of each Credit Party reflected on the consolidated
balance sheet of EOTT Energy Partners, L.P. reflected on the Form 10-Q for the
quarter ended September 30, 2001 incorporated by reference hereto, as modified
or supplemented by information reflected in the Initial Financial Statements.

         6. All indebtedness under the Credit Documents.

         [*]

         8. Indebtedness pursuant to Master Lease Agreement dated April 1, 1997,
with General Electric Capital Corporation to provide lease financing for
vehicles, together with associated schedules.

         9. All indebtedness pursuant to Master Lease Agreement dated August 23,
1996 with Metlife Capital Corporation to provide lease financing for vehicles
together with associated schedules.

         10. All indebtedness pursuant to Commodity Repurchase Agreement by and
between Standard Chartered Trade Service Corporation and EOTT Energy Operating,
L.P.

         11. All indebtedness pursuant to Receivables Purchase Agreement by and
between EOTT Energy Operating, L.P. and Standard Chartered Trade Services
Corporation

         12. Any Indebtedness secured by Permitted Liens.


                                      -28-
<PAGE>

         13. All indebtedness under the Indenture and First Supplemental
Indenture dated October 1, 1999.


                                      -29-
<PAGE>
                                                                     SCHEDULE VI


                                 LENDER SCHEDULE

<Table>
<Caption>
Name of Lender      Percentage Share  Domestic Lending Office   LIBOR Lending Office
--------------      ----------------  -----------------------   --------------------
<S>                 <C>               <C>                       <C>
Standard Chartered         100%       1285 Avenue of the        1285 Avenue of the
Bank                                  Americas, 14th Floor      Americas, 14th Floor
                                      New York, NY 10019        New York, NY 10019
</Table>




<PAGE>


                                                                    SCHEDULE VII


                                SECURITY SCHEDULE


                                     Alabama


                                    [to come]


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


                                   California


                                    [to come]


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


                                    Colorado


                                    [to come]


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


                                     Kansas

(i) Mortgage; Deed of Trust; Fixture Filing; Security Agreement; and Financing
Statement made as of April 23, 2002, by EOTT Energy Pipeline Limited Partnership
to Standard Chartered Bank as collateral agent for itself and the Lenders'
parties to the Agreement and for its affiliates, including without limitation
Standard Chartered Trade Services Corporation; and (ii) UCC-1 Financing
Statement designating EOTT Energy Pipeline Limited Partnership and EOTT Energy
Operating Limited Partnership as debtors, filed in the following counties in
Kansas:

<Table>
<S>      <C>                                    <C>      <C>
1.       Barton                                 13.      Greeley
2.       Chautauqua County                      14.      Haskell
3.       Clark                                  15.      Hodgeman
4.       Comanche                               16.      Kearny
5.       Cowley                                 17.      Kiowa
6.       Decatur                                18.      Lane
7.       Edwards                                19.      Logan
8.       Ellis                                  20.      Ness
9.       Ellsworth                              21.      Osborne
10.      Finney                                 22.      Pawnee
11.      Gove                                   23.      Pratt
12.      Graham                                 24.      Rawlins
</Table>


<PAGE>

<Table>
<S>      <C>                                    <C>      <C>
25.      Rice                                   31.      Stafford
26.      Rooks                                  32.      Thomas
27.      Rush                                   33.      Trego
28.      Russell                                34.      Wallace
29.      Scott                                  35.      Wichita
30.      Sherman
</Table>


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


                                    Louisiana


<Table>
<S>      <C>                                    <C>      <C>
1.       Ascension                              11.      McKenzie
2.       Assumption                             12.      Plaquemines
3.       Beauregard                             13.      Rapides
4.       Billings                               14.      Richland
5.       Bowman                                 15.      Slope
6.       Dunn                                   16.      St. Martin
7.       Fallon                                 17.      Stark
8.       Golden Valley                          18.      Vernon
9.       Iberville                              19.      Webster Parish
10.      Jefferson                              20.      Williams
</Table>


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


                                     Montana


                                    [to come]


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


                                    Nebraska


1.       Hichcock
2.       Red Willow


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


                                   New Mexico

(i) Deed of Trust; Mortgage; Fixture Filing; Security Agreement; and Financing
Statement made as of April 23, 2002 by EOTT Energy Pipeline Limited Partnership
and EOTT Energy Operating limited Partnership to Margaret Lewis Meister for the
benefit of Standard Chartered Bank as collateral agent for itself and the
lenders party to the Agreement and for its affiliates, including without
limitation Standard Chartered Trade Services; and (ii) UCC-1 Financing Statement
designating EOTT Energy


                                        2
<PAGE>

Pipeline Limited Partnership and EOTT Energy Operating Limited Partnership as
debtors, filed in the following counties in New Mexico:

1.       Eddy
2.       Lea


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


                                  North Dakota


                                    [to come]


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


                                    Oklahoma

Mortgage; Fixture Filing; Security Agreement; and Financing Statement made as of
April 23, 2002, by EOTT Energy Pipeline Limited Partnership and Energy Operating
Limited Partnership to Standard Chartered Bank as collateral agent for itself
and the other lenders party to the Agreement and for its affiliates, including
without limitation Standard Chartered Trade Services Corporation, filed in the
following counties in Oklahoma:


<Table>
<S>      <C>                                    <C>      <C>
1.       Beckham                                19.      Love
2.       Blaine                                 20.      Major
3.       Caddo                                  21.      McClain
4.       Canadian                               22.      Murray
5.       Carter                                 23.      Noble
6.       Cleveland                              24.      Oklahoma
7.       Creek                                  25.      Oklahoma County
8.       Custer                                 26.      Osage
9.       Dewey                                  27.      Pawnee
10.      Ellis                                  28.      Payne
11.      Garvin                                 29.      Pontotoc County
12.      Grady                                  30.      Pottawatomie
13.      Harper                                 31.      Seminole
14.      Jefferson                              32.      Stephens
15.      Kay                                    33.      Washita
16.      Kingfisher                             34.      Woods
17.      Lincoln                                35.      Woodward
18.      Logan
</Table>


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


                                       3
<PAGE>


                                  South Dakota


1.       Harding


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


                                      Texas

Deed of Trust; Mortgage; Fixture Filing; Security Agreement; and Financing
statement made as of April 23, 2002, by EOTT Energy Pipeline Limited Partnership
and EOTT Energy Operating Limited Partnership to James L. Rice III for the
benefit of Standard Chartered Bank as collateral agent for itself and the
Lenders party to the Agreement and for its affiliates, including without
limitation Standard Chartered Trade Services Corporation, filed in the following
counties in Texas:


<Table>
<S>      <C>                                    <C>      <C>
1.       Archer                                 22.      Kent
2.       Baylor                                 23.      King
3.       Borden                                 24.      Knox
4.       Clay                                   25.      Lynn
5.       Cooke                                  26.      Maverick
6.       Dawson                                 27.      Midland
7.       Dimmit                                 28.      Mitchell
8.       Ector                                  29.      Newton
9.       Fisher                                 30.      Orange
10.      Frio                                   31.      Reagan
11.      Gaines                                 32.      Rusk
12.      Garza                                  33.      Scurry
13.      Glasscock                              34.      Smith
14.      Gregg                                  35.      Stonewall
15.      Hardin                                 36.      Terry
16.      Harrison                               37.      Throckmorton
17.      Haskell                                38.      Upshur
18.      Howard                                 39.      Upton
19.      Jasper                                 40.      Ward
20.      Jefferson                              41.      Winkler
21.      Jones                                  42.      Zavala
</Table>


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


                                       4


<PAGE>

                                                                       EXHIBIT A


                                 PROMISSORY NOTE


$300,000,000                    New York, New York                April 23, 2002


         FOR VALUE RECEIVED, the undersigned, 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 (together with EOTT
OLP, EOTT Canada and EOTT Liquids, on a joint and several basis, "BORROWER"),
hereby promises to pay to the order of Standard Chartered Bank and the
successors in interest of such party ("LENDER"), the principal sum of THREE
HUNDRED MILLION DOLLARS ($300,000,000), or, if greater or less, the sum of (i)
the aggregate unpaid principal amount of the Loans made or deemed made by the
Lender to the Borrower pursuant to the terms of the Credit Agreement (as
hereinafter defined) and (ii) the aggregate unpaid principal amount of all
Matured L/C Obligations, in each case, together with interest on the unpaid
principal balance thereof at the rates and at the times provided in such Credit
Agreement, both principal and interest payable as herein provided in lawful
money of the United States of America at the offices of the Administrative Agent
set forth in the Credit Agreement, or at such other place as from time to time
may be designated by the holder of this Note. Payments on this Note shall be
made and applied as provided herein and in the Credit Agreement.

         This Note (i) is issued and delivered under and pursuant to the Second
Amended and Restated Reimbursement, Loan and Security Agreement, dated as of
April 23, 2002, among Borrower, EOTT Energy Partners, L.P., EOTT Energy General
Partner, L.L.C., Standard Chartered Bank, as Administrative Agent, the Lender
and the other signatories thereto (as from time to time supplemented, amended or
restated, herein called the "CREDIT AGREEMENT"), and is one of the Notes, as
referred to in the Credit Agreement, (ii) is subject to the terms and provisions
of the Credit Agreement, which contains provisions for payments and prepayments
hereunder and acceleration of the maturity hereof upon the happening of certain
stated events and (iii) is secured by and entitled to the benefits of the
Security Documents and the guaranties of the Guarantors. Reference is hereby
made to the Credit Agreement for (i) a description of certain rights,
limitations of rights, obligations and duties of the parties hereto; (ii) the
meanings assigned to terms used and not defined herein; and (iii) a description
of the nature and extent of the security thereby provided and provided by the
other Security Documents, and the rights of the parties thereto.

         The 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


<PAGE>

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.

         THIS NOTE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH 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

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

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



                                        EOTT ENERGY CANADA LIMITED PARTNERSHIP

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

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


                                        EOTT ENERGY LIQUIDS, L.P.

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

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



<PAGE>

                                        EOTT ENERGY PIPELINE LIMITED PARTNERSHIP

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

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


<PAGE>


                                                                       EXHIBIT B


                                BORROWING NOTICE


         Reference is made to the Second Amended and Restated Reimbursement,
Loan and Security Agreement, dated as of April 23, 2002 (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
(together with EOTT OLP, EOTT Canada and EOTT Liquids, on a joint and several
basis, "BORROWER"), EOTT Energy Partners, L.P., EOTT Energy General Partner,
L.L.C. ("EOTT GP"), Standard Chartered Bank, as Administrative Agent and the
other signatories thereto. Capitalized terms used and not defined herein have
the meanings given to them in the Agreement.

         Pursuant to the terms of the Agreement, the Borrower Representative, on
behalf of the Borrower, hereby requests the Lenders to make Loans to the
Borrower in the aggregate principal amount of $ _________ and specifies
___________, 200__, as the date the Borrower desires for the Lenders to make
such Loans and for the Administrative Agent to deliver to the Borrower the
proceeds thereof.

         Type of Loans: LIBOR Loan ____ or Alternate Base Rate Loan ____

         With respect to notice made in connection with a request for LIBOR
Loans, the maturity date is ________________.

         To induce the Lenders to make such Loans, the Borrower hereby
represents, warrants, acknowledges and agrees to and with the Administrative
Agent and each Lender that:

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

                  (b) The representations and warranties of the Guarantors and
         the Borrower 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 Extensions of Credit under the Agreement or to the
         extent that such representation or warranty was made as of a specific
         date or updated, modified or supplemented as of a subsequent date with
         the consent of Majority Lenders), 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 that constitutes a Default; no such Default will exist upon the
         Borrower's receipt and application of the Loans requested hereby; and
         no Material Adverse Change has occurred or will occur upon the
         Borrower's receipt and application of the Loans requested


<PAGE>

         hereunder. The Borrower will use the Loans hereby requested in
         compliance with Section 2(e) of the Agreement.

                  (d) Each Credit Party has performed and complied with all
         agreements and conditions in the Agreement and the other Credit
         Documents required to be performed or complied with by such Credit
         Party on or prior to the date hereof, and each of the conditions
         precedent to the making of Loans contained in the Agreement remains
         satisfied.

                  (e) The Facility Usage, after the making of the Loans
         requested hereby, will not exceed the lesser of (i) the Maximum
         Facility Amount and (ii) the Borrowing Base in each case on the date
         requested for the making of such Loans.

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

         The manager or officer of EOTT GP signing this instrument hereby
certifies that, to the best of his or her knowledge after due inquiry, the above
representations, warranties, acknowledgments and agreements of the Borrower 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.

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


                                       2
<PAGE>



                                                                       EXHIBIT C


                         CONTINUATION/CONVERSION NOTICE


         Reference is made to the Second Amended and Restated Reimbursement,
Loan and Security Agreement, dated as of April 23, 2002 (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
(together with EOTT OLP, EOTT Canada and EOTT Liquids, on a joint and several
basis, "BORROWER"), EOTT Energy Partners, L.P., EOTT Energy General Partner,
L.L.C. ("EOTT GP"), Standard Chartered Bank, as Administrative Agent and the
other signatories thereto. Capitalized terms used and not defined herein have
the meanings given to them in the Agreement.

         The Borrower Representative, on behalf of the Borrower, hereby requests
a conversion or continuation of existing Loans into a new Borrowing or
Borrowings pursuant to Section 2(c) of the Agreement as follows:

         Existing Borrowing(s) of Loans to be Continued or Converted:

                  $              of LIBOR Loans under the Revolving Credit
                   -------------
                  Facility with [an] Interest Period[s] ending
                                                               -----------------

                  $               of Alternative Base Rate Loans under the
                   --------------
                  Revolving Credit Facility

<Table>
<Caption>
                                                                 Loans:
<S>                                                           <C>
         Aggregate amount of new Borrowing:                   $
                                                               -----------
         Type of Loans in new Borrowing:
                                                               -----------
         Date of Continuation or Conversion:
                                                               -----------
         The length of Interest Period for LIBOR Loans
         is (one, three or six):
                                                                     months
                                                               -----
</Table>

         The Borrower hereby represents, warrants, acknowledges and agrees to
and with the Administrative Agent and each Lender that:

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


<PAGE>

                  (b) There does not exist on the date hereof any condition or
         event that constitutes a Default; nor will any such Default exist upon
         the Borrower's receipt and application of the Loans requested hereby.

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

         The manager or officer of EOTT GP signing this instrument hereby
certifies that, to the best of his or her knowledge after due inquiry, the above
representations, warranties, acknowledgments and agreements of EOTT GP and the
Borrower 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.

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


                                       2


<PAGE>


                                                                       EXHIBIT E


                            CERTIFICATE ACCOMPANYING
                              FINANCIAL STATEMENTS


         Reference is made to the Second Amended and Restated Reimbursement,
Loan and Security Agreement, dated as of April 23, 2002 (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
(together with EOTT OLP, EOTT Canada and EOTT Liquids, on a joint and several
basis, "BORROWER"), EOTT Energy Partners, L.P. ("EOTT MLP"), EOTT Energy General
Partner, L.L.C. ("EOTT GP") and Standard Chartered Bank, as Administrative 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 8(d) of the
Agreement. Together herewith EOTT MLP is furnishing to the Administrative Agent
and each Lender, EOTT MLP's [AUDITED/UNAUDITED] consolidated financial
statements (the "FINANCIAL STATEMENTS") and supporting consolidating financial
statements, if required, as at _____________, 200__ (the "REPORTING DATE"). EOTT
MLP and the Borrower hereby jointly and severally represent, warrant and
acknowledge to the Administrative Agent and each Lender that:

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

                  (b) the manager or officer of EOTT GP signing this instrument
         is the duly elected, acting and qualified manager 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 Party in making the representations,
         warranties and acknowledgements set forth herein;

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

                  (d) on the Reporting Date each of EOTT MLP and the Borrower
         was, and on the date hereof is, in full compliance with the disclosure
         requirements of Section 8(f) of the Agreement, and no Default otherwise
         existed on the Reporting Date or otherwise exists on the date of this
         instrument;

                  (e) The representations and warranties of EOTT MLP and the
         Borrower 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


<PAGE>

         warranties are based have been changed by Extensions of Credit under
         the Agreement or to the extent that such representation or warranty was
         made as of a specific date or updated, modified or supplemented as of a
         subsequent date with the consent of Majority Lenders), with the same
         effect as though such representations and warranties had been made on
         and as of the date hereof.

         The officer of EOTT Corp. 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 representations, warranties and
acknowledgments of EOTT MLP and, to the best of his/her knowledge, such
representations, warranties and acknowledgments are true, correct and complete
in all material respects.

         The officer of EOTT GP 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 representations, warranties and
acknowledgments of the Borrower and, to the best of his/her knowledge, such
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 PARTNERS, L.P.

                                     By:  EOTT ENERGY CORP., its General Partner

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


                                     EOTT ENERGY OPERATING LIMITED PARTNERSHIP

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

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


                                        2
<PAGE>

                                     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:
                                                     ---------------------------


                                       3
<PAGE>


                                                                       EXHIBIT F

                            [LETTERHEAD OF BORROWER]

                              BORROWING BASE REPORT
                                as of    /   /
                                      --- --- ---

<Table>
<Caption>
                                                                       MARKET VALUE   ADVANCE RATE    BORROWING BASE
                                                                       ------------   ------------    --------------
<S>  <C>  <C>                                                          <C>            <C>             <C>
I.   COLLATERAL TYPE

     1.   Cash & Cash Equivalents                                                         100%
                                                                       ---------                       ------------
     2.   Eligible Accounts Receivables

          a.  Tier I Eligible Receivables                                                 90%
                                                                       ---------                       ------------
          b.  Tier II Eligible Receivables                                                80%
                                                                       ---------                       ------------
     3.   Eligible Crude/Product/Liquid Deliveries

          a.  Tier I Eligible Crude/Product/Liquid Deliveries                             85%
                                                                       ---------                       ------------
          b.  Tier II Eligible Crude/Product/Liquid Deliveries                            80%
                                                                       ---------                       ------------
     4.   Appraised Value of Eligible Fixed Assets                                        70%
                                                                       ---------                       ------------
     5.   Exchange Balance                                                                75%
                                                                       ---------                       ------------
     6.   Inventory

          a.  (i) NYMEX Hedged Eligible Inventory                                         90%
                                                                       ---------                       ------------
              (ii) Other Hedged Eligible Inventory                                        80%
                                                                       ---------                       ------------
          b.  Unhedged Eligible Inventory                                                 75%
                                                                       ---------                       ------------
     7.   Eligible Margin Deposits                                                        80%
                                                                       ---------                       ------------
     8.   Undrawn Product Purchase Letters of Credit                                      80%
                                                                       ---------                       ------------

     MINUS:

     9.   First Purchaser Crude Payables                                                  100%
                                                                       ---------                       ------------
     10.  Other Priority Claims                                                           100%
                                                                       ---------                       ------------
     11.  The aggregate net amounts payable by each Borrower Party
     under all Hedging Contracts to which it is a party:                                  110%
                                                                       ---------                       ------------
     12.  The amount of any setoff or contra account to any Eligible
     Receivable that could arise from an obligation of any Borrower
     Party to sell or purchase crude oil in any future month to the
     extent not otherwise reflected as a reduction of Eligible
     Receivables, such amount to be determined on an early
     termination or mark to market basis:                                                 100%
                                                                       ---------                       ------------

     COLLATERAL TOTAL:

II.  OUTSTANDINGS

     1.   Aggregate Loans
                                                                                       ----------
     2.   Aggregate Letters of Credit
                                                                                       ----------

     TOTAL OUTSTANDINGS
                                                                                       ----------

III. EXCESS / DEFICIT (I-II)
                                                                                       ----------
</Table>

I hereby certify that the information provided herein is true and correct to the
best of my knowledge and that Borrower has been in compliance with all terms and
conditions of all Credit Documents at all times.


                                               BY:
                                                   -----------------------------
                                               TITLE: (CEO, CFO or Treasurer)
                                                      --------------------------


<PAGE>

                                                                       EXHIBIT H


                      ENVIRONMENTAL COMPLIANCE CERTIFICATE


         Reference is made to that certain Second Amended and Restated
Reimbursement, Loan and Security Agreement, dated as of April 23, 2002 (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 (together with EOTT OLP, EOTT Canada and EOTT Liquids, on a
joint and several basis, "BORROWER"), EOTT Energy Partners, L.P., EOTT Energy
General Partner, L.L.C. ("EOTT GP"), and Standard Chartered Bank, as
Administrative 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 8(d)(xi) of the
Agreement. The Borrower hereby represents, warrants, and acknowledges to the
Administrative Agent and each Lender that:

                  1. For the Fiscal Year ending immediately prior to the date
hereof, the Borrower has complied and is complying with Section 8(p) of the
Agreement;

                  2. To the best knowledge of the undersigned after due inquiry,
the Borrower is on the date hereof in compliance with all applicable
Environmental Laws, noncompliance with which could cause a Material Adverse
Change;

                  3. The Borrower has taken (and continues to take) reasonable
steps to minimize the generation of potentially harmful effluents; and

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

         The manager of officer 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 Party 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 Party, such
representations, warranties, acknowledgments and agreements are true, correct
and complete in all material respects.


<PAGE>


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

                                     EOTT ENERGY 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:
                                                     ---------------------------



                                       2
<PAGE>

                                     EOTT ENERGY PARTNERS, L.P.

                                     By:  EOTT ENERGY CORP., its General Partner

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


                                       3