<PAGE>   1

                                                                   EXHIBIT 10.23

                                 EXHIBIT 4.02(d)
                   CRUDE OIL SUPPLY AND TERMINALLING AGREEMENT


This is an agreement (the "AGREEMENT") between Koch Oil Company ("KOCH") and
EOTT ENERGY OPERATING LIMITED PARTNERSHIP ("EOTT") effective this 1st day of
December, 1998.

PREAMBLE:

A.       Koch owns and operates a crude oil terminal at Cushing, Oklahoma. Koch
         is a purchaser and marketer of crude oil.

B.       For purposes of this Agreement, EOTT operates crude oil gathering lines
         in Kansas, Oklahoma and Texas and is a purchaser and seller of crude
         oil.

C.       The Parties desire to enter into an agreement governing the purchase,
         sale and terminalling of crude oil at Cushing, Oklahoma.

D.       It is the intent of the Parties for Koch to purchase from EOTT physical
         domestic sweet crude oil at Koch's Cushing Terminal ("THE TERMINAL")
         and at [*].
 
E.       It is the intent of the Parties that Koch shall provide a terminalling
         service for EOTT such that Koch will, [*] and deliver crude oil at 
         EOTT's request and within the requirements of this Agreement.

F.       Capitalized terms and phrases not otherwise defined in the body of this
         Agreement are defined in the Definitions Schedule.

It is agreed as follows:


                                ARTICLE 1 - TERM

1.1      EFFECTIVE DATE. This Agreement is effective as of the date first
         written above.

1.2      TERM. EOTT's obligations to sell and deliver crude oil, and Koch's
         obligations to take delivery of, terminal and purchase crude oil under
         this Agreement, shall begin December 1, 1998 (the "EFFECTIVE Date").
         These obligations shall continue for an initial period of fifteen years
         after the Effective Date, and then from month to month, unless
         otherwise terminated pursuant to this Agreement. Either Koch or EOTT
         may terminate these 



 
<PAGE>   2

         obligations on written notice to the other Party effective at the end
         of the initial fifteen year term or the last day of any month
         thereafter.

         A written notice of termination under this Section 1.2 shall be given
         at least ninety days prior to the date of such termination, with such
         termination being effective on the 1st day of the following month.

1.3      EARLY TERMINATION.

         (a)     [*]

         (b)     [*]

         (c)      APPLICABILITY. The provisions of this Section 1.3 are only
                  applicable to the Supply Volumes provisions of this Agreement.
                  For purposes of this Agreement any reference to Supply Volumes
                  provisions of this Agreement shall mean EOTT's obligation to
                  provide Supply Volumes and Koch's obligation to purchase
                  Supply Volumes.


                               ARTICLE 2 - VOLUMES

2.1      SUPPLY VOLUMES. EOTT shall deliver and sell and Koch shall take
         delivery of and purchase [*] barrels per day ("BPD"), on average in
         each month, of Domestic Sweet Crude Oil as defined in Section 2.1(a)
         subject to the Adjusted Supply Volume requirements in Section 2.1(d).
         The "SUPPLY VOLUMES" are the volumes of Domestic Sweet Crude Oil which
         EOTT agrees to sell and deliver and Koch agrees to take delivery of and
         purchase at Cushing, Oklahoma. The Supply Volumes are subject to the
         following:

         (a)      For purposes of this Agreement, "DOMESTIC SWEET CRUDE OIL"
                  means crude oil produced in the United States that (i) meets
                  all the quality specifications of this Agreement for Supply
                  Volumes; (ii) is acceptable by Arco Pipeline's (or its
                  successor in interest) Cushing terminal at the time of
                  delivery as domestic sweet 


                                       2

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                  crude oil; and (iii) is deliverable into the NYMEX's light
                  sweet crude oil future contract.

         (b)      Supply Volumes sold to Koch by EOTT shall first be satisfied
                  with crude oil delivered by EOTT to the Terminal under the
                  terms of Article 6 of this Agreement ("TERMINAL VOLUMES.")
                  Supply Volumes necessary under this Agreement in excess of the
                  Terminal Volumes shall be sold to Koch into/within Arco's
                  Cushing Terminal. However, in no event shall EOTT deliver less
                  than [*] bpd, subject to the adjustment in Section 2.1(d),
                  of Supply Volumes to Koch at the Terminal and any Terminal
                  Volume in excess of [*] bpd shall be first applied to
                  satisfy the Supply Volumes.

         (c)      The price for the Supply Volumes ("SUPPLY VOLUME PRICE") shall
                  be determined pursuant to the Supply Volume Price Formula in
                  Article 3.

         (d)      ADJUSTED SUPPLY VOLUMES. Supply Volumes sold under this
                  Agreement shall be adjusted based on the rates of
                  decline/increase for onshore production in the lower
                  forty-eight United States as such rates of decline/increase
                  are calculated from oil production volume data published by
                  the Energy Information Administration of the Department of
                  Energy in their publication entitled Petroleum Supply Annual
                  (PSA). The adjustment for rates of decline/increase shall be
                  based upon the following methodology: For each year, effective
                  on the first day of the second calendar month after which the
                  actual annual production volumes of crude oil are published in
                  the PSA, the volume sold under this Agreement shall be
                  multiplied by the Decline/Increase Factor, as defined below,
                  to equal the adjusted Supply Volumes. The adjusted Supply
                  Volumes, rounded to the nearest 100 bpd, shall be the Supply
                  Volumes sold under the Agreement until the next year's
                  adjusted Supply Volumes are implemented. "DECLINE/INCREASE
                  FACTOR" (DIF) shall mean the average of the annual volumes for
                  onshore production for the lower forty-eight United States
                  from the most recent PSA data divided by the average of the
                  annual volumes for onshore production for the lower
                  forty-eight United States from the PSA data for the year
                  previous to the most recent PSA annual data. In the event the
                  PSA is delayed in its release or ceases to be published for a
                  period of more than fifteen months following the previous
                  year's publication of the PSA, the parties will agree to an
                  annual adjustment to be effective approximately one year after
                  the previous annual adjustment.

                  [*]         



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         (e)      EOTT WARRANTIES. EOTT warrants that all Supply Volumes will,
                  at the time and point of delivery to Koch, be free and clear
                  of all liens, encumbrances, claims, royalties and taxes. EOTT
                  additionally warrants that it has the exclusive right to
                  receive payment in full for all Supply Volumes and that all
                  Supply Volumes and Terminal Volumes, as referenced in Section
                  6.1, will meet the quality specifications in Section 5.1 and
                  6.2, respectively.

2.2      SERVICES. During the term of the Agreement, Koch shall provide the
         following services to EOTT:

         (a)      Koch shall provide to EOTT by the tenth (10th) day of each
                  month of this Agreement, a month end summary, showing a
                  breakdown on Terminal Volumes applied to Supply Volumes and
                  Terminal Volumes shipped to other carriers; and

         (b)      Koch will provide at its sole cost, custody transfer meter
                  measurement facilities at the Terminal that are designed,
                  operated, maintained and calibrated in accordance with
                  industry standards to measure the quantities of oil delivered
                  by EOTT for the account of Koch at the Terminal or for the
                  transfer to terminals to which Koch is directly connected at
                  the time of transfer, subject to operational and logistical
                  constraints of the Terminal. During the Term of the Agreement,
                  Koch will maintain connections with Arco and Texaco.

         (c)      [*]

                         ARTICLE 3 - SUPPLY VOLUME PRICE

3.1      [*]

         (a)      [*]                             
                                                  
         (b)      [*]                             
                                                  
                                                  
         (c)      [*]                             
                                                  
                                                  
3.2      [*]                                      
                                                  
         (a)      [*]                             
                                                  


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<PAGE>   5

         (b)      [*]

                  (i)      [*]

                  (ii)     [*]

                  (iii)    [*]

                  (iv)     [*]


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                  [*]

         (c)      [*]

         (d)      [*]

3.3      TAX LIABILITY. EOTT shall be liable for all taxes, assessments, duties
         or other levies imposed on the Supply Volumes prior to delivery to
         Koch. Koch shall be liable for all taxes, assessments, duties or other
         levies imposed on the Supply Volumes after delivery to Koch.


                               ARTICLE 4 - PAYMENT

4.1      INVOICES AND PAYMENTS. EOTT shall invoice Koch promptly after the end
         of each month during the Term for deliveries of Supply Volumes made to
         Koch pursuant to this Agreement during that month. Koch shall pay the
         invoice on or before the twentieth (20th) day of such month (or such
         other date during a month as mutually agreed to by the parties). Koch
         shall pay EOTT the amount invoiced by wire transfer, bank draft, or
         other method of payment reasonably requested by EOTT, to EOTT's account
         at Bank of America, San Francisco, California, [*] or such other 
         account or bank as EOTT may stipulate by notice to Koch.

         Koch shall invoice EOTT promptly after the end of each month during the
         Term for terminalling services provided to EOTT pursuant to this
         Agreement during that month. EOTT shall pay the invoice on or before
         the twentieth (20th) day of such month, (or such other date during a
         month as mutually agreed to by the parties). EOTT shall pay Koch the
         amount invoiced by wire transfer, bank draft, or other method of
         payment reasonably requested by Koch, to Koch's account at Chase
         Manhattan Bank, New York, New York, [*], Koch Oil Company, [*], or such
         other account or bank as Koch may stipulate by notice to EOTT.



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4.2      LATE PAYMENTS. If Koch fails to pay EOTT the total amount set forth in
         the statement of account by the due date referred to in Section 4.1, or
         if EOTT fails to pay or credit to Koch the total amount set forth in
         the statement of account by the due date referred to in Section 4.1
         (the Fee), then interest on the unpaid portion shall accrue for each
         day from the due date to the date of payment at the rate of Prime Rate
         plus four percent (4 percentage points) per annum, which "PRIME RATE"
         is equal to the Prime Rate of interest published in the Wall Street
         Journal, the day before the payment is due, as being the reference rate
         then in effect for determining interest rates on commercial loans made
         by banks (the "DEFAULT RATE").

4.3      NON BUSINESS DAYS. If the date for payment of any monies under this
         Agreement falls on a Saturday or on a bank holiday other than Monday
         during which New York banks are closed for normal business
         transactions, then payment shall be due on the immediately preceding
         day on which New York banks are open for normal business transactions.
         If the date for payment of any monies under this Agreement falls on a
         Sunday or a Monday bank holiday during which New York banks are closed
         for normal business transactions, then payment shall be due on the next
         day on which New York banks are open for normal business transactions.

4.4      ADDRESSES FOR INVOICES.

         (a)      KOCH ADDRESS FOR INVOICES. All invoices shall be forwarded
                  promptly to:

                                       Koch Oil Company
                                       Attention:  Crude Oil Accounting
                                       P.O. Box 2256
                                       Wichita, Kansas  67201
                                       Fax Number: (316) 828-2720

                  or such other address as Koch may stipulate by notice in
                  writing to EOTT.

         (b)      EOTT ADDRESS FOR INVOICES. All invoices shall be forwarded
                  promptly to:

                                       EOTT Energy Operating Limited Partnership
                                       Attention:  Crude Oil Accounting
                                       P.O. Box 4666
                                       Houston, Texas  77210-4666
                                       Fax Number:  713-993-5805

                  or such other address as EOTT may stipulate by notice in
                  writing to Koch.

4.5      DISPUTES REGARDING INVOICES.

         (a)      If Koch in good faith disputes the amount of any invoice, it
                  shall notify EOTT promptly of such disagreement including
                  particulars thereof. Koch shall nevertheless pay to EOTT the
                  full amount of the statement within the time limited by this
                  Article 4. Upon the final determination of any dispute, the
                  price shall be appropriately adjusted 


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                  promptly or in the next statement of account together with
                  interest on the amount due from the due date at the Default
                  Rate.

         (b)      If EOTT in good faith disputes the amount of any invoice, it
                  shall notify Koch promptly of such disagreement including
                  particulars thereof. EOTT shall nevertheless pay to Koch the
                  full amount of the statement within the time limited by this
                  Article 4. Upon the final determination of any dispute, the
                  price shall be appropriately adjusted promptly or in the next
                  statement of account together with interest on the amount due
                  from the due date at the Default Rate.

4.6      CREDIT. If the financial condition of either party should at any time
         become materially adversely impaired such that in the reasonable good
         faith opinion of the unimpaired Party ("UNIMPAIRED PARTY") the ability
         of the impaired Party ("IMPAIRED PARTY") to perform its obligations
         hereunder is materially impaired, then the Impaired Party shall, upon
         written notice from the Unimpaired Party, immediately deliver to the
         Unimpaired Party advance payments or other security as may be
         reasonably requested by the Unimpaired Party to establish financial
         security. Until such payments or security is delivered, the Unimpaired
         Party may withhold deliveries of Supply or Terminal Volumes under this
         Agreement. If such security is not received within 15 days from receipt
         of such request, then the Unimpaired Party shall have the right to
         immediately terminate this Agreement (regardless of anything to the
         contrary stated or implied elsewhere in this Agreement) and to offset
         pursuant to Section 4.1 herein any payments or deliveries due to the
         Impaired Party under this Agreement.


                        ARTICLE 5 - SUPPLY VOLUME QUALITY

5.1      SPECIFICATIONS. Subject to the provisions of Section 5.2, the Supply
         Volumes shall meet the following specifications at the delivery point
         described in Section 7.1:

         (a)      [*]

         (b)      [*]

         (c)      [*]

         (d)      [*]

         (e)      [*]


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         (f)      [*]

         (g)      [*]

         (h)      [*]

         (i)      [*]

         [*]

5.2      [*]

5.3      [*]

         (a)      the direct associated operating costs and acquisition costs on
                  a per barrel basis to terminal and deliver a crude oil stream
                  to the Arco Cushing terminal compliant 



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<PAGE>   10
 
                  with the specifications in Section 5.1(g) for the crude oil
                  stream delivered to Koch; as compared to

         (b)      the direct associated operating costs and acquisition costs on
                  a per barrel basis to terminal and deliver a crude oil stream
                  to the Arco Cushing terminal compliant with the specifications
                  in Section 5.1(g) for a crude oil stream that would have met
                  the specifications in Section 5.1(g).

         The notice shall include the particulars of all direct Koch operating
         costs and Cover Costs and the charges described above. The notice shall
         also include the estimated related costs of Koch and third parties, if
         any, for Koch to redeliver, if possible, such Supply Volumes to EOTT so
         that EOTT may treat or otherwise dispose of such crude oil. EOTT shall
         notify Koch within 24 hours of receipt of notice from Koch under this
         provision as to whether EOTT will take delivery of such crude oil, if
         possible, or authorize Koch to terminal such crude oil pursuant to
         Section 5.3. If EOTT authorizes Koch to terminal such crude oil, then
         EOTT shall pay, or credit to Koch, the full respective amount described
         in Koch's notice in the month following the date on which Koch
         delivered the notice. EOTT shall not pay the respective Fee more than
         once for any Terminal Volumes.

5.4      INDEMNITY. EOTT shall indemnify, defend and hold Koch, its parent or
         parents, Affiliates, officers, agents, and employees harmless from and
         against all claims, demands, damages, judgments, causes of action,
         liabilities, lawsuits, costs, fees, penalties (to the extent permitted
         by law) and expenses (which shall not include attorney fees) for actual
         damages (including, but not limited to property damage, disposal and/or
         treatment costs, or failure to meet contractual obligations),
         specifically excluding any consequential or incidental damages
         associated with such actual damages, arising out of or in connection
         with the timeliness of deliveries or quality of Supply Volumes
         delivered by EOTT which fail to comply with the requirements of this
         Agreement.


                       ARTICLE 6 - CRUDE OIL TERMINALLING

6.1      TERMINALLING SERVICES

         (a)      During the term of this Agreement, Koch shall provide the
                  following services to EOTT:

                  (i)      Koch will receive Terminal Volumes into the Terminal
                           as may be delivered by EOTT; and

                  (ii)     Koch will provide certain crude oil storage tanks as
                           specified herein for the exclusive use of receiving
                           and delivering Terminal Volumes; and

                  (iii)    Koch will provide EOTT with a monthly summary of
                           Terminal Volume deliveries, including a physical
                           inventory summary; and



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                  (iv)     Koch will provide at its sole cost, custody transfer
                           meter measurement facilities at the Terminal that are
                           designed, operated, maintained and calibrated in
                           accordance with industry standards to measure the
                           Terminal Volumes delivered by EOTT for the account of
                           Koch at the Terminal and for the transfer to
                           connecting terminals at the time of delivery, and

                  (v)      Koch shall provide at its sole cost under the same
                           guidelines set forth herein custody meter facilities
                           at the Terminal for receipt from third party
                           connecting carriers into the Terminal for EOTT's
                           account, provided that Koch has the connection and
                           the facilities to measure at the time of delivery and
                           the connection is economically justified.

         (b)      [*]

         (c)      [*]

                  EOTT shall deliver the Terminal Volume in accordance with the
                  requirements of Section 6.2 in a timely manner, subject to
                  delays and operational complications caused by necessary
                  maintenance and constraints of the Terminal and other Cushing
                  connected terminals and pipelines.

         (d)      The fee for Terminal Volumes shall be the Fee set out in
                  Section 6.4.

         (e)      Koch shall take reasonable measures needed to segregate all
                  Terminal Volumes delivered by EOTT into the dedicated tankage
                  listed on Schedule B, or alternate tankage, as may be
                  designated by Koch per Section 6.1(b), including manifolds,
                  transfer lines and tank inlets and outlets, up to the inlet
                  flange of the sales meter within the Terminal, subject to
                  operational and logistical constraints of the Terminal.



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6.2      QUANTITIES AND QUALITY OF TERMINAL VOLUMES 

         (a)      During the term of this Agreement, EOTT shall deliver at the
                  Terminal and Koch shall accept delivery of a minimum of [*]
                  bpd of Terminal Volumes, on average in each month, at the
                  Terminal, subject to the same adjustment method set out in
                  Section 2.1(d) and in accordance with the total minimum
                  quantities and qualities established in this Section 6.2.

         (b)      Throughout the term of this Agreement, the maximum Terminal
                  Volumes shall be [*] bpd on an average for any month. The
                  Parties may agree that any Terminal Volumes commingled in
                  excess of Supply Volume obligations shall be delivered to Koch
                  at the Terminal and Koch shall return to EOTT an equal volume
                  of Domestic Sweet Crude Oil at Arco's or Texaco's Cushing
                  Terminal, as designated by EOTT, at an even trade differential
                  (even trade).

         (c)      [*]

                  (i)      [*]

                  (ii)     [*]

                  (iv)     [*]

                  (v)      [*]

                  (vi)     [*] 

                  (vii)    [*]

         (d)      [*]

         (e)      [*]

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                  [*]

         (f)      [*]

6.3      FAILURE TO MEET SPECIFICATIONS. [*]

         (a)      the direct associated operating costs and acquisition costs on
                  a per barrel basis to terminal and deliver a crude oil stream
                  to the Arco Cushing terminal compliant with the specifications
                  in Section 5.1 for the crude oil stream delivered to Koch; as
                  compared to

         (b)      the direct associated operating costs and acquisition costs on
                  a per barrel basis to terminal and deliver a crude oil stream
                  to the Arco Cushing terminal compliant with the specifications
                  in Section 5.1 for a crude oil stream that would have met the
                  specifications in Section 5.1.

         The notice shall include the particulars of all direct Koch operating
         costs and Cover Costs and the charges described above. The notice shall
         also include the estimated related costs of Koch and third parties, if
         any, for Koch to redeliver, if possible, such Terminal Volumes to EOTT
         so that EOTT may treat or otherwise dispose of such crude oil. EOTT
         shall notify Koch within 24 hours of receipt of notice from Koch under
         this provision as to whether EOTT will take delivery of such crude oil,
         if possible, or authorize Koch to terminal such crude oil pursuant to
         Section 6.3. If EOTT authorizes Koch to terminal such crude oil, then
         EOTT shall pay, or credit to Koch, the full respective amount described
         in Koch's notice in the month following the date on which Koch
         delivered the notice.

6.4      TERMINALLING FEES

         (a)      EOTT shall pay Koch an initial terminalling fee of [*] per
                  barrel, subject to adjustment in Section 6.4(d) (the "FEE"),
                  for all Terminal Volumes received by Koch into the Terminal.
                  EOTT shall pay Koch the Fee for [*] bpd (or for the volume
                  delivered, if greater) for the term of Agreement, subject to
                  decline in 



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<PAGE>   14
 
                  Section 2.1(d) and regardless of whether EOTT delivers the
                  Terminal Volumes required under this Agreement, except in the
                  following circumstances:

                  (i)      This Agreement is terminated; or

                  (ii)     Either Party suffers a Force Majeure event affecting
                           the terminalling obligations under this Agreement, in
                           which case no Fee shall be assessed during the term
                           of the Force Majeure event.

         (b)      Koch shall send EOTT monthly invoices which set forth Fees due
                  to Koch for the prior month's deliveries. EOTT shall pay
                  Koch's invoices in accordance with Section 4.1.

         (c)      EOTT shall pay for all services that may be required by EOTT
                  in order to make deliveries pursuant to this Agreement that
                  are not to be performed by Koch, including but not limited to,
                  independent inspection and laboratory testing and costs
                  associated with the disposal of and/or treatment of Terminal
                  Volumes and Supply Volumes under Sections 5.3 and 6.3.

         (d)      Fee Adjustment: Beginning on January 1, 2002, and every three
                  years thereafter, the Fee shall be adjusted by a factor
                  calculated in the formula below. The calculation of the factor
                  adjustment for the Fee shall be based upon the Producer Price
                  Index Revision - Current Series ("PPI") and the National
                  Employment, Hours, and Earnings Report ("NEHER"), published by
                  the United States Department of Labor, Bureau of Labor
                  Statistics ("BLS").

         (i)      Formula: The Fee shall be adjusted using the following
                  formula:

                           Fee(Y) = 0.85(E(Y)-1) + 0.15(L(Y)-1) x (Fee(Y)-1)
                                    0.85(E(Y)-2) + 0.15(L(Y)-2)

                           Where:

                           Fee(Y) = Fee for the current three year period,
                           January 1 of year one through December 31 of year
                           three of such period.

                           Fee(Y)-1 = Fee for the period previous to the current
                           period.

                           E(Y)-1 = The average of all monthly values from the
                           PPI for Electric Power and Natural Gas Utilities,
                           West South Central region, Series ID #PCU4981-137,
                           for the three calendar years previous to the current
                           calendar year that are published by the BLS as of
                           December 30 of such year previous.


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<PAGE>   15

                           L(Y)-1 = The average of all monthly values from the
                           NEHER for Average Hourly Earnings of Production
                           Workers, Crude Petroleum and Natural Gas, Series ID
                           #EEU10131006, for the three calendar years previous
                           to the current calendar year that are published by
                           the BLS as of December 30 of such year previous.

                           E(Y)-2 = The average of all monthly values from the
                           PPI for Electric Power and Natural Gas Utilities,
                           West South Central region, Series ID #PCU4981-137,
                           for the three calendar years previous to the current
                           calendar year that are published by the BLS as of
                           December 30 of such year previous.

                           L(Y)-2 = The average of all monthly values from the
                           NEHER for Average Hourly Earnings of Production
                           Workers, Crude Petroleum and Natural Gas, Series ID
                           #EEU10131006, for the three calendar years previous
                           to the current calendar year that are published by
                           the BLS as of December 30 of such year previous.

         Three decimal places shall be carried throughout the calculation of the
         Fee. The Fee shall be rounded to hundredths of cents to determine the
         final Fee.

                           Example:  [*]

<TABLE>
<S>               <C>
                           [*]
</TABLE>

                  (ii)     In the event that the PPI, NEHER or the
                           above-referenced statistics shall no longer be
                           published or shall materially change in nature or
                           scope, both parties shall agree on a substitute index
                           or publication which shall be reasonably comparable
                           in form and substance to the PPI or NEHER as
                           published on the date of this Agreement.

6.5      MEASUREMENT OF SUPPLY AND TERMINAL VOLUMES

         (a)      Koch shall measure deliveries of Terminal Volumes and Supply
                  Volumes by EOTT to Koch or transfer to a connecting terminal
                  by using approved custody transfer meters (according to API
                  standards) designed, maintained and operated in accordance
                  with industry standards. In the event such meter measurement
                  facilities are not available, measurement of the Supply and
                  Terminal Volumes shall be based on tank gauges at the
                  Terminal.


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<PAGE>   16

         (b)      EOTT may, at its expense, have a representative witness all
                  measurements of Supply and Terminal Volumes taken by Koch.

         (c)      All measurement facilities shall be in conformance with the
                  latest edition of API Recommended Practices, and all
                  measurements shall be in accordance with the latest edition of
                  the API Manual of Petroleum Measurements Standards, using net
                  barrels corrected to 60 degrees Fahrenheit. All meters shall
                  be proved at least once a month, and EOTT may have a
                  representative present during meter proving.

6.6      INDEMNITY.

         (a)      EOTT shall indemnify, defend and hold Koch, its parent or
                  parents, Affiliates, officers, agents, and employees harmless
                  from and against all claims, demands, damages, judgments,
                  causes of action, liabilities, lawsuits, costs, fees,
                  penalties (to the extent permitted by law) and expenses
                  (excluding attorney fees) for actual damages (including, but
                  not limited to property damage, disposal and/or treatment
                  costs, or failure to meet contractual obligations),
                  specifically excluding any consequential or incidental damages
                  associated with such actual damages, arising out of or in
                  connection with the timeliness of deliveries or quality of
                  Terminal Volumes delivered by EOTT which fail to comply with
                  the requirements of this Agreement.

         (b)      Koch shall indemnify, defend and hold EOTT, its parent or
                  parents, Affiliates, officers, agents, and employees harmless
                  from and against all claims, demands, damages, judgments,
                  causes of action, liabilities, lawsuits, costs, fees,
                  penalties (to the extent permitted by law) and expenses
                  (excluding attorney fees) for failure to meet contractual
                  obligations, specifically excluding any consequential or
                  incidental damages associated with such actual damages,
                  [*].


             ARTICLE 7 - DELIVERY POINT, TITLE, RISK AND MEASUREMENT

7.1      DELIVERY POINT. EOTT shall deliver Supply Volumes required to be
         delivered hereunder and Terminal Volumes, subject to the requirements
         of Sections 2.1, 2.2 and Articles 5 and 6, into/within the facilities
         of Koch at Cushing, Oklahoma, and Arco's Cushing Terminal, and/or by
         in-line transfer or as mutually agreed to between the parties at
         Texaco's Cushing terminal or Shell's Cushing terminal (or the
         respective successors in interest of these terminals). Koch shall
         deliver any Terminal Volumes in excess of Supply Volumes to a carrier
         designated by EOTT with which Koch has a direct connection and capacity
         to deliver to the desired terminal.

7.2      TITLE AND RISK. Title to and risk of loss of Supply and Terminal
         Volumes delivered hereunder shall pass at the delivery points
         contemplated by Section 7.1. EOTT shall retain 



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<PAGE>   17

         title to and risk of loss of the Terminal Volumes until delivered to
         Koch as Supply Volumes.

7.3      VARIATION IN DELIVERIES. The Parties agree that the Supply and Terminal
         Volumes shall be delivered in accordance with the applicable published
         transportation tariffs of relevant pipelines into the Terminal.
         Accordingly, the total volume delivered during each month shall be
         deemed to have been delivered on each day during the month at an
         average daily rate during that month.

7.4      MEASUREMENT OF SUPPLY AND TERMINAL VOLUMES. The quantity of Supply and
         Terminal Volumes physically delivered under this Agreement shall be
         determined by the official shipper's balance at the custody transfer
         meter at the delivery points described in Section 7.1 maintained in
         accordance with the published rules and regulations of the pipeline
         carrier or terminal operator which takes delivery of such Supply or
         Terminal Volumes at the delivery point. In the event that a Party owns
         and maintains a meter that is to be used for measurement of Supply or
         Terminal Volumes, measurement from that meter shall be conducted
         according to the API Manual of Petroleum Measurement Standards in
         effect at the time of the measurement, and the metering equipment used
         for such measurement shall be proven.

         Either party may request for a meter to be proven more than once a
         month, using the following procedure: A Party owning a meter that is to
         be proven shall give the other Party to this Agreement at least
         forty-eight hours advance written or verbal notice prior to meter
         proving, and the Party receiving such notice shall have the right to
         witness that meter proving. The Parties shall use all reasonable
         efforts to have such proving occur as soon as practicable after the
         request thereof and in any event no later than ten (10) days after such
         request. If, on any such proving, the meter factor is determined to be
         correct (varies by less than 0.25% from the last meter proving), the
         meter shall be deemed to be accurate for the purposes of this Article
         7, and no adjustment shall be made in computing the quantity of the
         Supply or Terminal Volumes delivered and the Party which requested the
         proving shall pay the expenses of the proving. If, on any such proving,
         the meter factor is determined not to be correct, the Party which did
         not request the proving shall pay the expense thereof and the quantity
         of Supply or Terminal Volumes delivered shall be adjusted for any
         period which is known definitely or agreed upon by the Parties;
         provided however that, if the period is not known definitely or agreed
         upon by the Parties, such adjustment shall be for the period covering
         the last half of the volumes measured by the meter being proven since
         the date of the last proving.

7.5      [*]

                                       17

<PAGE>   18

         [*]

                      ARTICLE 8 - LIMITATION ON OBLIGATIONS

8.1      FORCE MAJEURE EVENTS. In the event of the occurrence of a Force Majeure
         event which prevents performance hereunder, the Party or Parties whose
         performance is thereby prevented or delayed shall, unless otherwise
         provided below, be relieved for any obligation or liability under
         Article 2 or Article 6 of this Agreement other than Koch's obligation
         to pay for Supply Volumes delivered prior to the Force Majeure event or
         EOTT's obligation to pay for terminalling services provided prior to
         the Force Majeure event. "FORCE MAJEURE" means an event which is beyond
         the reasonable control of the Parties that either prevents the Party
         from delivering the affected Supply Volumes or prevents the Party from
         accepting the delivery of the affected Supply Volumes. The following
         are the only instances that will be recognized as Force Majeure events:
         earthquakes, floods, landslides, civil disturbances, sabotage, acts of
         public enemies, war, blockages, insurrections, riots, epidemics, the
         act of any governmental, statutory or regulatory authority, the
         inability to obtain or the curtailment of electric power, water or
         fuel, strikes, lockouts or other labor disruptions, fires, and
         explosions. For greater certainty, a lack of funds, the availability of
         more attractive markets, or inefficiencies in operations do not
         constitute Force Majeure events. The Party claiming the Force Majeure
         event agrees to notify the other Party of the occurrence of the Force
         Majeure event as soon as possible, but in any event within two (2)
         Business Days, specifying the causes of and expected duration of the
         Force Majeure event.

         (a)      EXCEPTIONS. No Party shall be entitled to the benefits of the
                  provisions of this Section 8.1 under any or all of the
                  following circumstances:

                  (i)      if the failure to observe or perform any of the
                           covenants or obligations therein imposed upon it was
                           caused by arrest or restraint by any government or
                           regulatory or statutory undertaking or order of any
                           court and such arrest, restraint or order was the
                           result of breach by the Party claiming Force Majeure
                           of the terms of a permit, license, certificate or
                           other authorization granted by a governmental or
                           regulatory body having jurisdiction, or of any
                           applicable laws, regulations or orders; or

                  (ii)     if the failure to observe or perform any of the
                           covenants or obligations herein imposed upon it was
                           caused by the Party claiming Force Majeure having
                           failed to remedy the conditions and to resume the
                           performance of such covenants or obligations with
                           reasonable dispatch.

         (b)      RESUMPTION OF PERFORMANCE. Upon cessation of the causes of
                  such failure or delay by either Party, performance hereunder
                  shall be resumed. Such failure or 



                                       18

<PAGE>   19
 
                  delay shall not operate to extend the Term of this Agreement
                  nor obligate either Party to make up any quantities not
                  delivered or accepted. Nothing herein shall be interpreted as
                  requiring either Party to settle any strike or other labor
                  dispute contrary to what it deems its best interest or
                  requiring any Party to delay payment for Supply Volumes
                  delivered pursuant hereto.

8.2      KOCH CUSHING TERMINAL SHUTDOWN.

         (a)      KOCH CUSHING TERMINAL SHUTDOWN. If Koch makes a bona fide
                  decision to permanently terminate operations at the Terminal,
                  Koch shall forthwith give notice of such decision to EOTT (a
                  "KOCH CUSHING TERMINAL SHUTDOWN NOTICE"), including the
                  reasons therefor and the scheduled date for the permanent
                  termination of operations at Cushing (any such termination
                  referred to herein as a "KOCH CUSHING TERMINAL SHUTDOWN") and

                  (i)      Koch shall be entitled to terminate this Agreement
                           upon the date of the Koch Cushing Terminal Shutdown
                           PROVIDED THAT the shutdown does not occur until at
                           least ninety (90) days after the delivery of Koch
                           Cushing Terminal Shutdown Notice and no later than
                           one (1) year after the delivery of such notice;

                  (ii)     EOTT shall be entitled to terminate this Agreement at
                           any time after the delivery of the of Koch Cushing
                           Terminal Shutdown Notice;

                  (iii)    EOTT shall also be entitled to suspend its
                           obligations to sell and deliver Supply Volumes
                           pursuant to this Agreement by notice to Koch at any
                           time after the delivery of a Koch Cushing Terminal
                           Shutdown Notice, which suspension shall commence
                           thirty (30) days after the delivery of the suspension
                           notice by EOTT and continue until the earlier of the
                           termination of this Agreement or thirty (30) days
                           after delivery of a notice by EOTT to Koch of EOTT's
                           election to resume the sale and delivery of Supply
                           Volumes to Koch pursuant to this Agreement;

                  (iv)     EOTT, in addition to being entitled to suspend its
                           obligations to deliver and sell Supply Volumes under
                           this Agreement, shall be entitled to a right of first
                           refusal to purchase the Terminal from Koch (or any
                           successor in interest to Koch for as long as this
                           Agreement is in effect) when Koch (or any successor
                           in interest to Koch for as long as this Agreement is
                           in effect) receives any bona fide bid which Koch (or
                           any successor in interest to Koch for as long as this
                           Agreement is in effect) is willing to accept for the
                           sale of such terminal; and

                  (v)      In the event EOTT does not exercise its right of
                           first refusal on the Terminal (as referenced in
                           Section 8.2(a)(iv) above), Koch (or any successor in
                           interest) shall include, as a requirement in any sale
                           of the 



                                       19
<PAGE>   20

                           Terminal, that the purchaser agree to continue with
                           this Agreement for the remainder of its Term.

8.3      ANTICIPATED MARKET CHANGES

         (a)      [*]

         (b)      If the NYMEX Light Sweet Crude Oil Contract is transacted on a
                  gravity delivered basis, Section 3.1 shall be amended to
                  incorporate the related price adjustments for a gravity
                  delivered crude oil barrel.

8.4      MARKET CHANGE ON SUPPLY VOLUMES RENDERING EOTT PERFORMANCE UNECONOMIC.

         (a)      If a change in the Crude Oil Market at Cushing, Oklahoma
                  (hereinafter referred to as a "Changed Condition") occurs and,
                  as a direct result of that change, [*], then EOTT shall be
                  entitled to renegotiate the price under which the Parties sell
                  and purchase Supply Volumes under this Agreement by written
                  notice to Koch ( the "EOTT RENEGOTIATION NOTICE"). "Economic
                  Harm" for EOTT results when an alternative publicly quoted
                  market pricing index for Domestic Sweet Crude Oil at Cushing,
                  readily obtainable at Cushing, reflects prices which are
                  greater than the price paid by Koch to EOTT for Supply Volumes
                  and priced during the same relevant time period. For purposes
                  of this Agreement, rolling the barrels by selling front/back
                  spreads does not constitute an alternative publicly quoted
                  market.



                                       20

<PAGE>   21

         (b)      EOTT shall not be entitled to deliver an EOTT Renegotiation
                  Notice unless EOTT shall have delivered to Koch a detailed
                  description of EOTT's calculations of EOTT's Uneconomic
                  Conditions, which shall specify the difference between the
                  market pricing provisions in section 3.1 and another publicly
                  quoted market pricing index for Domestic Sweet Crude Oil at
                  Cushing, Oklahoma, of the same quality priced during the same
                  time frame.


         (c)      Concurrent with the delivery of the EOTT Renegotiation Notice,
                  EOTT shall make a bona fide written offer to Koch, in good
                  faith, (collectively the "EOTT ADJUSTING OFFER") to amend the
                  Supply Volume Price Formula.

         (d)      Koch shall be entitled to

                  (i)      accept any EOTT Adjusting Offer at any time within
                           the thirty (30) days after the delivery thereof; or

                  (ii)     terminate the Supply Volumes provisions of this
                           Agreement by 30 day written notice to EOTT at any
                           time after the delivery of an EOTT Renegotiation
                           Notice, which shall trigger Koch's Right of First
                           Refusal in Schedule C.

8.5      MARKET CHANGE ON SUPPLY VOLUMES RENDERING KOCH PERFORMANCE UNECONOMIC.

         (a)      If a Changed Condition occurs and, as a direct result of that
                  change,  [*], then Koch shall be entitled to renegotiate the
                  price under which the Parties to sell and purchase Supply
                  Volumes under this Agreement by written notice to EOTT (the
                  "KOCH RENEGOTIATION NOTICE"). "Economic Harm" for Koch results
                  when an alternative publicly quoted market pricing index for
                  Domestic Sweet Crude Oil at Cushing, readily obtainable at
                  Cushing, reflects prices which are less than the price paid by
                  Koch to EOTT for Supply Volumes and priced during the same
                  relevant time period. For purposes of this Agreement, rolling
                  the barrels by selling front/back spreads does not constitute
                  an alternative publicly quoted market.

         (b)      Koch shall not be entitled to deliver a Koch Renegotiation
                  Notice unless Koch shall have delivered to EOTT a detailed
                  description of Koch's calculations of Koch's Uneconomic
                  Conditions, which shall specify the difference between the
                  market pricing provisions in section 3.1 and another publicly
                  quoted market pricing index for Domestic Sweet Crude Oil at
                  Cushing, Oklahoma, of the same quality priced during the same
                  time frame.



                                       21

<PAGE>   22

         (c)      Concurrent with the delivery of the Koch Renegotiation Notice,
                  Koch shall make a bona fide written offer to EOTT, in good
                  faith, (collectively the "KOCH ADJUSTING OFFER") to amend the
                  Supply Volume Price Formula.

         (d)      EOTT shall be entitled to

                  (i)      accept any Koch Adjusting Offer at any time within
                           the thirty (30) days after the delivery thereof; or

                  (ii)     terminate the Supply Volumes provisions of this
                           Agreement by 30 day written notice to Koch at any
                           time after the delivery of a Koch Renegotiation
                           Notice.

         (e)      In the event EOTT rejects any Koch Adjusting Offer, EOTT may
                  enter into agreements with third parties on all or a portion
                  of the Supply Volumes, for terms in total which shall not
                  exceed six (6) months from the date on which Koch ceases
                  purchasing Supply Volumes. At any time Koch may elect,
                  effective no sooner than six (6) months after the date on
                  which Koch ceases purchasing Supply Volumes, to purchase crude
                  oil under its Right of First Refusal, as set out in Schedule
                  C.

8.6      CHANGES ON TERMINAL VOLUMES RENDERING KOCH PERFORMANCE UNECONOMIC. The
         term "KOCH" for purposes of this Section 8.6 shall mean Koch or its
         successors in interest approved in writing by EOTT.

         (a)      If:

                  (i)      [*]

                  (ii)     [*]

                  (herein referred to as the "UNECONOMIC TERMINAL CONDITIONS");
                  then Koch shall be entitled to suspend the obligations of the
                  Parties to deliver and terminal Terminal Volumes and sell and
                  purchase Supply Volumes under this Agreement by written notice
                  to EOTT (the "TERMINAL SUSPENSION NOTICE"). Such suspension of
                  obligations shall continue until the earlier of:


                                       22

<PAGE>   23
  
                           (A)      Thirty (30) days after the delivery of a
                                    notice by Koch to EOTT that the Uneconomic
                                    Terminal Conditions have ceased (the "KOCH
                                    RESUMPTION NOTICE"); or

                           (B)      The Termination of this Agreement.

         (b)      Koch shall not be entitled to deliver a Terminal Suspension
                  Notice unless Koch shall have delivered to EOTT a full
                  explanation of the Uneconomic Terminal Conditions, including a
                  detailed description of Koch's calculations of its direct
                  terminal costs.

         (c)      Concurrent with the delivery of the Terminal Suspension
                  Notice, Koch shall make a bona fide written offer to EOTT (the
                  "ADJUSTING TERMINAL OFFER") to amend the Fee.

         (d)      EOTT shall be entitled to accept or reject any Adjusting
                  Terminal Offer at any time within the thirty (30) days after
                  the delivery thereof.

         (e)      In the event EOTT rejects an Adjusting Terminal Offer, Koch
                  shall have the right to either continue the Agreement using
                  the Fee currently in place, issue to EOTT a Koch Cushing
                  Terminal Shutdown Notice, as set out in Section 8.2(a), or
                  continue terminalling for volumes reasonably adjusted using
                  the remaining unaffected assets at the Terminal which are
                  dedicated to EOTT pursuant to the Agreement.

         (f)      DEFINITION - TERMINAL CHANGE. "TERMINAL CHANGE" means a change
                  in conditions which causes or is projected to cause Koch to
                  incur extraordinary costs at the Terminal. Such causes shall
                  include, but are not limited to:

                  (i)      A change in the law (including but not limited to any
                           federal, state or local level statutes, regulations,
                           ordinances, orders and other legal requirements); or

                  (ii)     A change in industry practices (including but not
                           limited to operational changes and specifications);
                           or

                  (iii)    Physical damage to the Terminal resulting from
                           causes, whether occurring naturally or by other
                           means, which include, but are not limited, to any
                           weather conditions, electrical conditions,
                           explosions, fires and abnormal operational
                           occurrences. Provided, however, that EOTT shall be
                           allowed, at its sole discretion, to carry insurance
                           on the Terminal assets dedicated to EOTT, to protect
                           its position under this Agreement with Koch as an
                           additional insured so that such insurance proceeds
                           are paid to Koch and applied against Koch's Cash
                           Costs and or Terminal Changes in Section 8.6(a). If
                           any non-Koch entity successor or assign to this
                           Agreement receives insurance proceeds for damage to
                           the assets dedicated to EOTT, 



                                       23

<PAGE>   24

                           such proceeds shall be applied to offset Koch's Cash
                           Costs or Terminal Changes.

                  The foregoing notwithstanding, "Terminal Change" shall not
                  include costs which exceed costs necessary to (a) repair
                  damage to the Terminal, or (b) keep the Terminal in compliance
                  with law or industry practices.

8.7      SUPPLY VOLUMES SALES DURING FORCE MAJEURE EVENTS AND TERMINAL VOLUMES
         SUSPENSIONS. Any Supply Volumes which are not sold and delivered to
         Koch under this Agreement due to any Force Majeure event or Terminal
         Volumes Suspension pursuant to Section 8.6 may be sold by EOTT to any
         other Person free and clear of all rights or claims of Koch under this
         Agreement.


                   ARTICLE 9 - EVENTS OF DEFAULT AND REMEDIES

9.1      EVENTS OF DEFAULT BY KOCH. Each of the following events shall
         constitute an Event of Default by Koch:


         (a)      FAILURE TO TERMINAL. [*] fails to terminal [*] Terminal
                  Volumes that comply with the specifications of this Agreement,
                  pursuant to this Agreement (after giving effect to Articles 5
                  and 6 and Force Majeure events), or makes default in the due
                  and punctual payment or crediting of any amount owing by it
                  under Sections 4.1 and 4.2, and such failure or default
                  continues for a period of thirty (30) days after notice is
                  given to Koch by EOTT. If Koch defaults under the terms of
                  this Section 9.1(a), EOTT shall have the right to terminate
                  this Agreement and maintain the rights established in Section
                  10.9.

         (b)      INSOLVENCY. If a judgment, decree or order of a court of
                  competent jurisdiction is entered against Koch

                  (i)      adjudging such Person bankrupt or insolvent, or
                           approving a petition seeking its reorganization,
                           winding up or other relief with respect to itself,
                           its debts or obligations under the Bankruptcy Code
                           (United States), including Chapter 11 thereof, or any
                           other bankruptcy insolvency or analogous Applicable
                           Law in the United States or elsewhere; or

                  (ii)     appointing a receiver, trustee, liquidator, or other
                           Person with like powers, over all, or substantially
                           all, of the property of such Person; or

                  (iii)    ordering the involuntary winding up or liquidation of
                           the affairs of such Person; or



                                       24

<PAGE>   25


                  (iv)     if any receiver or other Person with like powers is
                           appointed over all, or substantially all, of the
                           property of such Person, unless such appointment is
                           stayed.

         (c)      WINDING UP.  If:

                  (i)      an order or a resolution is passed for the
                           dissolution, winding up, reorganization or
                           liquidation of Koch pursuant to Applicable Law; or

                  (ii)     if Koch institutes proceedings to be adjudicated
                           bankrupt or insolvent, or consents to the institution
                           of bankruptcy or insolvency proceedings against it
                           under the Bankruptcy Code (United States), including
                           Chapter 11 thereof, or any other bankruptcy,
                           insolvency or analogous Applicable Law; or

                  (iii)    Koch consents to the filing of any petition under any
                           such Applicable Law or to the appointment of a
                           receiver, or other Person with like powers, over all,
                           or substantially all, of such Person's property; or

                  (iv)     Koch makes a general assignment for the benefit of
                           creditors, or becomes unable to pay its debts
                           generally as they become due; or

                  (v)      Koch takes or consents to any action in furtherance
                           of any of the aforesaid purposes.

9.2      EVENTS OF DEFAULT BY EOTT. Each of the following events shall
         constitute an Event of Default by EOTT:


         (a)      FAILURE TO DELIVER. If EOTT fails to make available for
                  delivery Supply Volumes pursuant to this Agreement (after
                  giving effect to Sections 5.1 and 7.3 and Force Majeure events
                  ), or makes default in the due and punctual payment or
                  crediting of any amount owing by it under Sections 4.1, 4.2,
                  5.3 and 6.3 of this Agreement, and such failure or default
                  continues for a period of thirty (30) days after notice is
                  given to EOTT by Koch. If EOTT defaults under the terms of
                  this Section 9.2(a), Koch shall have the right to terminate
                  this Agreement and maintain the rights established in Section
                  10.9.

         (b)      INSOLVENCY. If a judgment, decree or order of a court of
                  competent jurisdiction is entered against EOTT:

                  (i)      adjudging EOTT bankrupt or insolvent, or consents to
                           the institution of bankruptcy or insolvency
                           proceedings against it under the Bankruptcy Code
                           (United States), including Chapter 11 thereof, or any
                           other bankruptcy, insolvency or analogous Applicable
                           Law; or



                                       25

<PAGE>   26
 
                  (ii)     appointing a receiver, trustee, liquidator, or other
                           person with like powers, over all, or substantially
                           all, of the property of EOTT; or

                  (iii)    ordering the involuntary winding up or liquidation of
                           the affairs of EOTT; or

                  (iv)     if any receiver or other Person with like powers is
                           appointed over all, or substantially all, of the
                           property of EOTT, unless such appointment is stayed.

         (c)      WINDING UP.  If:

                  (i)      an order or a resolution is passed for the
                           dissolution, winding up, reorganization or
                           liquidation of EOTT pursuant to Applicable Law; or

                  (ii)     EOTT institutes proceedings to be adjudicated
                           bankrupt or insolvent, or consents to the institution
                           of bankruptcy or insolvency proceedings against it
                           under the Bankruptcy Code (United States), including
                           Chapter 11 thereof, or any other bankruptcy,
                           insolvency or analogous Applicable Law; or

                  (iii)    EOTT consents to the filing of any petition under any
                           such Applicable Law or to the appointment of a
                           receiver, or other Person with like powers, over all,
                           or substantially all, of EOTT's property; or

                  (iv)     EOTT makes a general assignment for the benefit of
                           creditors, or becomes unable to pay its debts
                           generally as they become due; or

                  (v)      EOTT takes or consents to any action in furtherance
                           of any of the aforesaid purposes.

9.3      REMEDIES ON EVENT OF DEFAULT. Where an Event of Default has occurred in
         respect of any Party (the "DEFAULTING PARTY"), the other Party (the
         "NON DEFAULTING PARTY"), in addition to, and not in substitution for
         any other rights and remedies available at law or in equity, may:

         (a)      subject to Sections 9.1(a) and 9.2(a), terminate this
                  Agreement on ten (10) days prior written notice to the
                  Defaulting Party, unless such Event of Default has been cured
                  or remedied prior to the date of such notice; and

         (b)      regardless of whether or not this Agreement is terminated
                  pursuant to Section 9.3(a), and subject to the limitations in
                  Section 9.5, recover damages from the Defaulting Party for
                  losses of the Non Defaulting Party arising from such Event of
                  Default.



                                       26

<PAGE>   27
 
         If this Agreement is terminated pursuant to Section 9.3(a), the Non
         Defaulting Party shall have no further obligations under this Agreement
         except as contemplated by Section 10.9.

9.4      WAIVERS. An Event of Default may only be waived by written notice from
         the Non Defaulting Party to the Defaulting Party.

9.5      LIMIT ON PARTIES' RESPONSIBILITY. The Parties' obligations and
         liability under this Agreement shall be subject to the following
         limitations:

         (a)      Koch's liability for any breach of its obligations to purchase
                  and take delivery of Supply Volumes from EOTT in the volumes
                  required under the terms of this Agreement shall be limited
                  to:

                  (i)      all reasonable direct costs and expenses incurred by
                           EOTT in finding substitute purchasers of the Supply
                           Volumes;

                  (ii)     any loss of profit by EOTT as measured by the
                           proceeds which EOTT would have received from the sale
                           of Supply Volumes to Koch under this Agreement at the
                           Supply Volume Price, less the proceeds received by
                           EOTT on the sale of such Supply Volumes to the
                           substitute purchaser. In calculating the costs under
                           this item (ii), EOTT shall be required to include all
                           direct costs associated with such sale; and

                  (iii)    interest as may be payable under this Agreement or
                           Applicable Law.

         (b)      EOTT's liability for any breach of its obligations to sell and
                  deliver Supply Volumes to Koch in the volumes required under
                  this Agreement shall be limited to:

                  (i)      all reasonable direct costs and expenses incurred by
                           Koch in finding substitute crude oil for the Supply
                           Volumes;

                  (ii)     any loss in profits by Koch as measured by the
                           profits which Koch would have earned on the marketing
                           and sale of the Supply Volumes, less the profits
                           which Koch earns on the marketing and sale of
                           substitute crude oil. In calculating the costs under
                           this item (ii), Koch shall be required to include all
                           of the types of direct costs which are included in
                           the definition of Koch Cash Costs; and

                  (iii)    interest as may be payable under this Agreement or
                           Applicable Law.

         (c)      Except as expressly provided in Sections 9.5(a) and (b), in no
                  event, whether in tort, negligence, breach of contract,
                  warranty, indemnity, strict liability or otherwise, shall any
                  Party hereto be liable to any other Party for loss of profits,
                  revenues, use, production or contracts, downtime costs or
                  claims of customers of a Party for such damages or for any
                  financial or economic loss or for any indirect, 



                                       27

<PAGE>   28
  
                  consequential, punitive or exemplary damages whatsoever that
                  may be suffered by any other Party. Neither party shall be
                  liable to the other for court costs, attorneys fees or other
                  litigation related costs.

         (d)      Nothing in this Section 9.5 shall have the effect of limiting
                  or reducing the obligations of any Party to mitigate its
                  losses as a result of any breach by any other Party of their
                  obligations under this Agreement and losses contemplated by
                  Sections 9.5(a) and (b) shall be calculated after giving
                  effect to the results of such mitigation or required
                  mitigation. In addition, no Party shall be entitled to recover
                  losses in respect of transactions with Affiliates unless such
                  transactions are bona fide and on terms which are more
                  favorable to the Party than the terms which would have been
                  received by the Party in the most favorable alternative arms
                  length transaction.


                         ARTICLE 10 - GENERAL PROVISIONS

10.1     INTERPRETATION.

         (a)      DEFINITIONS. In this Agreement, including the Preamble,
                  capitalized terms used in this Agreement and not otherwise
                  defined in the Preamble or body of this Agreement, shall have
                  the meanings ascribed to them in the Definitions Schedule to
                  this Agreement.

         (b)      INDUSTRY USAGE. In this Agreement, any word, phrase or
                  expression which is not defined in the Definitions Schedule or
                  elsewhere herein shall, unless the context otherwise requires,
                  have the meaning ascribed to it in the usage or custom of the
                  business of the production, transportation, distribution or
                  sale of crude oil in the United States.

         (c)      SINGULAR OR PLURAL. Words importing the singular number shall
                  include the plural and vice versa.

         (d)      HEADINGS AND INDEX. The headings and table of contents in this
                  Agreement are for convenience only and shall not be considered
                  in the interpretation of the Agreement.

         (e)      SUBJECT TO ALL LAWS. This Agreement and the rights and
                  obligations of the Parties hereto are subject to all present
                  and future Applicable Laws.

         (f)      SCHEDULES. The following Schedules attached hereto are
                  incorporated by reference into and form part of this
                  Agreement:

<TABLE>
<S>                        <C>                      <C>
                           Schedule A                Koch Cash Costs
                           Schedule B                Koch's Cushing Dedicated Crude Oil Tankage
                           Schedule C                Koch's Right of First Refusal on Supply Volumes
</TABLE>



                                       28

<PAGE>   29
 
10.2     APPLICABLE LAW. The validity, interpretation and performance of this
         Agreement shall be governed by the laws of the state of Texas and the
         federal laws of the United States applicable therein.

10.3     COMPLIANCE WITH APPLICABLE LAW. No Party, nor their duly authorized
         representatives, is permitted to take any action hereunder which would
         constitute a material breach of any Applicable Law.

10.4     ADDRESS AND FORM OF NOTICE. Any notice permitted or required to be
         given under this Agreement shall be in writing, either delivered,
         mailed or sent via telecommunication and shall be addressed to the
         Parties hereto as follows:


         EOTT:                      EOTT Energy Operating Limited Partnership
                                    P.O. Box 4666
                                    Houston, TX  77210-4666
                                    Attention:  President
                                    Telecopier No:  (713) 993-5821

         Koch:                      Koch Oil Company
                                    4111 East 37th Street North
                                    Wichita, KS  67220
                                    Attention:  Vice President
                                    Telecopier No:  (316) 828-8245

         The address and telecopier numbers at which written notice may be
         delivered may be changed through written notice made pursuant to this
         Section 10.4.

10.5     DEEMED RECEIPT OF NOTICE.  Any notice shall:

         (a)      if hand delivered, be deemed to have been given or made at the
                  time of delivery;

         (b)      if sent by telecopy, telex, telecommunication device or other
                  similar form of communication, be deemed to have been given or
                  made on the working day following the day on which it was
                  sent; and/or

         (c)      if mailed, be deemed to have been made four (4) Business Days
                  after the postmarked date thereof.

10.6     RESTRICTIONS ON ASSIGNMENT.

         (a)      Except as provided in this Section 10.6, no Party may assign
                  its interest in this Agreement without the prior written
                  consent of the other Party, which consent shall not be
                  unreasonably withheld.



                                       29

<PAGE>   30

         (b)      A Party may at any time, without the consent of the other
                  Party, assign its interest in this Agreement to any Affiliate,
                  provided that such Affiliate shall execute and deliver to the
                  other Parties a written agreement agreeing to be bound by the
                  terms and conditions of this Agreement. Notwithstanding any
                  such assignment, the Party making such assignment shall not,
                  without the consent of the other Party (which consent shall
                  not be unreasonably withheld), be released from the
                  performance of its obligations under this Agreement.

         (c)      A Party may at any time, without the consent of the other
                  Party, assign its rights under this Agreement as collateral
                  security for the payment or performance of any indebtedness or
                  obligations payable or to become payable by such Party. In
                  connection therewith, if requested by the Person receiving the
                  assignment, (the "SECURED PARTY") the non-assigning Party
                  shall execute an appropriate consent to such assignment in a
                  form requested by the assigning Party acting reasonably. Each
                  Party agrees that the assigning Party shall remain liable to
                  the non-assigning Party notwithstanding such assignment and
                  that the Secured Party shall not be deemed to assume the
                  performance of the obligations of the assigning Party
                  hereunder solely as a result of such assignment.

10.7     INUREMENT. Subject to Section 10.6, this Agreement shall be binding
         upon and inure to the benefit of the respective successors and
         permitted assigns of the Parties hereto. Each Party covenants that it
         shall cause each of its Affiliates to comply with the terms and
         conditions of this Agreement.

10.8     CONFIDENTIALITY OBLIGATIONS.

         Any and all confidential information that either Party may acquire
         under the terms of this Agreement shall be treated as follows:

         (a)      For the purposes of this Agreement, the term "CONFIDENTIAL
                  INFORMATION" shall mean any information and knowledge relating
                  to the business of a Party, including without limiting the
                  generality of the foregoing:

                  (i)      [*]

                  (ii)     information relating to the operation of the
                           Terminal; and

                  (iii)    the terms and conditions of this Agreement.

         (b)      The provisions of this Section 10.8 shall not apply to any
                  confidential information:



                                       30

<PAGE>   31
 
                  (i)      which at the time of disclosure is generally
                           available to the public, or which after the time of
                           disclosure becomes generally available to the public
                           through no fault of the recipient Party;

                  (ii)     which at the time of disclosure is in the possession
                           of the recipient Party or any Affiliate of such
                           recipient Party, or which after the time of
                           disclosure becomes available to the recipient Party
                           or any Affiliate of such recipient Party, and which
                           was not acquired directly or indirectly from another
                           party or in breach of any contractual or other duty
                           of confidentiality; and

                  (iii)    which at any time is authorized by a Party in writing
                           to be disclosed to a specified third party.

         (c)      Notwithstanding any other provision of this Article, a Party
                  shall be entitled to disclose any confidential information:

                  (i)      to the extent necessary, in confidence to any banker,
                           underwriter or financial institution which will or
                           may provide financing to such Party;

                  (ii)     to the extent necessary to acknowledge to third
                           parties that an agreement as to the Supply and
                           Terminal Volumes exists between the Parties;

                  (iii)    to the extent necessary to comply with any Applicable
                           Law, including any applicable regulation, permit,
                           license or authorization of any governmental or
                           regulatory body having jurisdiction; or

                  (iv)     to the extent necessary in any legal proceedings
                           between EOTT and Koch with respect to this Agreement
                           or the transactions contemplated hereby.

         (d)      Each party shall use the same reasonable efforts to keep the
                  terms of this Agreement confidential as that party uses to
                  keep its other business matters confidential.

10.9     SURVIVAL OF TERMINATION. Sections 2.1(e), 3.3, 4.1, 4.2, 4.4, 4.5, 5.1,
         5.2, 5.3, 5.4, 6.2, 6.3, 6.6, 7.2, 9.3, 9.5, Article 10 and Schedule C
         shall survive the expiration or termination of this Agreement and shall
         bind the Parties to this Agreement for a period commencing with the
         effective date of this Agreement and ending on the date which is four
         (4) years after the end of the Term. In addition, termination of this
         Agreement for any reason shall not relieve a Party of any obligation
         accrued or accruing prior to such termination.

10.10    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the Parties with respect to the subject matter hereof and
         supersedes all negotiations, discussions and undertakings between the
         Parties in relation to the purchase, terminalling and sale of Supply
         and Terminal Volumes, and there are not other understandings or
         agreements, oral 



                                       31

<PAGE>   32
  
         or written, with respect thereto. There shall be no modification,
         amendment or waiver of the terms and conditions of this Agreement
         except by written agreement signed by the Parties hereto.

10.11    AMENDMENTS. Unless otherwise provided herein, no changes, alteration or
         modifications to this Agreement shall be effective unless in writing
         and signed by the respective duly authorized representatives of the
         Parties hereto. Except as otherwise expressly provided herein, the
         failure of a Party to insist upon the strict performance of any
         provision of this Agreement or to exercise any right, power or remedy
         granted hereunder shall not operate as or be construed as a waiver of
         any such provisions, right, power or remedy, or in any manner impair
         the ability of the Party to enforce it, or any other provision, right,
         power or remedy at any subsequent time or times.

10.12    SEVERABILITY. If one or more of the non-material provisions contained
         herein shall, for any reason, be held to be invalid, illegal or
         unenforceable in any respect, such invalidity, illegality or
         unenforceability shall not affect any other provisions of this
         Agreement, and shall be deemed severed from this Agreement which shall
         be construed as if such invalid, illegal or unenforceable provision or
         provisions had never been contained herein.

10.13    DUE AUTHORIZATION AND ENFORCEABILITY. Each Party represents and
         warrants that it is a corporation or partnership duly organized in
         accordance with the laws of its jurisdiction of organization; that it
         is empowered, authorized and entitled to enter into this Agreement and
         any and all transactions contemplated hereby; that all corporate and
         other proceedings required to be taken by or on its behalf to authorize
         it to enter into and carry out this Agreement have been duly and
         properly taken; and that this Agreement has been duly executed and
         delivered by it and is legal, valid and binding upon it and enforceable
         against it in accordance with its terms.

10.14    FURTHER ASSURANCES. The Parties respectively agree to execute and
         deliver such further instruments, papers and documents, and to do such
         further acts and things, as may reasonably be necessary or as may
         reasonably be requested for the purpose of carrying out the provisions
         of this Agreement.

10.15    NO PARTNERSHIP. Nothing in this Agreement shall be deemed in any way or
         for any purpose to constitute any Party a partner of any other Party to
         this Agreement in the conduct of any business or otherwise.

10.16    TIME. Time shall be of the essence in this Agreement.

10.17    COUNTERPARTS. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original but which
         together shall constitute but one and the same instrument.

10.18    GOOD FAITH. The Parties agree to act in good faith towards one another
         with regards to this Agreement.


* Confidential treatment has been requested with respect to certain portions of
this exhibit.


                                       32

<PAGE>   33
  
         AGREED TO by the Parties effective on the date written above.

                          KOCH OIL COMPANY

                          By:                 /s/  JAMES B. URBAN
                             --------------------------------------------------
                          Printed Name:       James B. Urban
                          Title:              Vice President

                          EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                          By:      EOTT Energy Corp., its General Partner

                          By:                 /s/  STEPHEN W. DUFFY
                             --------------------------------------------------
                          Printed Name:       Stephen W. Duffy
                          Title:              Vice President



                                       33

<PAGE>   34
   





                              DEFINITIONS SCHEDULE
                             TO THE CRUDE OIL SUPPLY
                           AND TERMINALLING AGREEMENT
                    DATED THE __ DAY OF _____, 1998, BETWEEN
                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                              AND KOCH OIL COMPANY

                                  DEFINED TERMS


"ADJUSTING TERMINAL OFFER" has the meaning ascribed thereto in Section 8.6(c).

"AFFILIATE" means a Corporation or partnership that is affiliated with the party
in respect of which the expression is being applied, and, for the purpose of
this definition:

(a)      A corporation or partnership is affiliated with another corporation or
         partnership if it directly or indirectly controls or is controlled by
         that other corporation or partnership, and for the purpose of
         determining whether a corporation or partnership so controls or is so
         controlled, it shall be deemed that

         (i)      a corporation is directly controlled by another corporation or
                  partnership if shares of the corporation to which are attached
                  are more than 50% of the votes that may be cast to elect
                  directors of the corporation are beneficially owned by that
                  other corporation or partnership and the votes attached to
                  those share are sufficient, if exercised, to elect a majority
                  of the directors of the corporation,

         (ii)     a partnership is directly controlled by a corporation or
                  another partnership if that corporation or other partnership
                  beneficially owns more than 50% interest in the partnership,
                  and

         (iii)    a corporation or partnership is indirectly controlled by
                  another corporation or partnership if control, as defined in
                  (a)(i) or (ii) above, as the case may be, is exercised through
                  one or more other corporations or partnerships; and

(b)      Where two or more corporations or partnerships are affiliates at the
         same time with the same corporation or partnership, they shall be
         deemed to be affiliated with each other.

"AGREEMENT" means this Agreement, including the schedules and attachments
hereto, as amended from time to time, and expressions "herein," "hereof,"
"hereby," "hereunder" and similar expressions refer to this Agreement and not to
any particular subdivision hereof.

"APPLICABLE LAW" means, in relation to any Person, transaction or event, all
applicable provisions of laws, statutes, rules, regulations, official directives
and orders of all federal, provincial, municipal and local governmental bodies
(whether administrative, legislative, executive or otherwise) and judgments,
orders and decrees of all courts, arbitrators, commissions or bodies 




<PAGE>   35
 
exercising similar functions in actions or proceedings in which the Person in
question is a party or by which it is bound or having application to the
transaction or event in question.

"BARREL" means Forty-two (42) United States gallons measured at 60 degrees F.

"BASKET" has the meaning ascribed thereto in Section 3.2(b)(i).

"BPD" means barrels per day.

"BUSINESS DAY" means any day on which banks are open for business in New York,
New York.

"CONFIDENTIAL INFORMATION" has the meaning ascribed thereto in Section 10.8(a).

"COVER COSTS" means the difference between the cost of acquiring substitute
goods and/or services due under this Agreement and the price for such goods
and/or services.

"DAY" means a period of twenty four (24) consecutive hours beginning and ending
at 7:00 a.m. Central Time.

"DECLINE/INCREASE FACTOR" has the meaning ascribed thereto in Section 2.1(d).

"DEFAULTING PARTY" has the meaning ascribed thereto in Section 9.3.

"DEFAULT RATE" has the meaning ascribed thereto in Section 4.2.

"DOMESTIC SWEET CRUDE OIL" has the meaning ascribed thereto in Section 2.1(a).

"EFFECTIVE DATE" means the date on which this Agreement becomes effective, which
shall be December 1, 1998.

"EOTT" means EOTT Energy Operating Limited Partnership, its successors and
permitted assigns.

"EOTT ADJUSTING OFFER" has the meaning ascribed thereto in Section 8.4(c).

"EOTT RENEGOTIATION NOTICE" has the meaning ascribed thereto in Section 8.4(a).

"EOTT UNECONOMIC CONDITIONS" has the meaning ascribed thereto in Section 8.4(a).

"EVENTS OF DEFAULT" shall, in respect of Koch, have the meaning ascribed thereto
in Section 9.1 and, in respect of EOTT, have the meaning ascribed thereto in
Section 9.2.

"F" means Fahrenheit.

"FEE" has the meaning ascribed thereto in Section 6.4(a).




                                       II

<PAGE>   36
  
"FORCE MAJEURE" has the meaning ascribed thereto in Section 8.1.

"IMPAIRED PARTY" has the meaning ascribed thereto in Section 4.6.

"KII" means Koch Industries, Inc. and its successors.

"KOCH" means Koch Oil Company, a subsidiary of Koch Industries, Inc., its
successors and permitted assigns.

"KOCH ADJUSTING OFFER" has the meaning ascribed thereto in Section 8.5(c).

"KOCH CASH COSTS" has the meaning ascribed thereto in Schedule A.

"KOCH'S CUSHING TERMINAL" ("THE TERMINAL") has the meaning ascribed thereto in
the Agreement.

"KOCH CUSHING TERMINAL SHUTDOWN" has the meaning ascribed thereto in Section
8.2(a).

"KOCH CUSHING TERMINAL SHUTDOWN NOTICE" has the meaning ascribed thereto in
Section 8.2(a).

"KOCH RENEGOTIATION NOTICE" has the meaning ascribed thereto in Section 8.5(a).

"KOCH RESUMPTION NOTICE" has the meaning ascribed thereto in Section
8.6(a)(ii)(A).

"KOCH UNECONOMIC CONDITIONS" has the meaning ascribed thereto in Section 8.5(a).

"KOCH'S POSTING" has the meaning ascribed thereto in Section 3.2(a).

"MEDIAN POSTING" has the meaning ascribed thereto in Section 3.2(b).

"MG" means one (1) milligram.

"MONTH" shall have the meaning set forth in the Agreement.

"NON DEFAULTING PARTY" has the meaning ascribed thereto in Section 9.3.

"PARTY" OR "PARTIES" means Koch, EOTT, or their respective successors or
permitted assigns.

"PERSON" shall mean an individual, corporation, partnership, trust or
unincorporated organization.

"PLATTS P+" has the meaning ascribed thereto in Section 3.2(c).

"PRIME RATE" has the meaning ascribed thereto in Section 4.2.



                                      III

<PAGE>   37
 
"SECURED PARTY" has the meaning ascribed thereto in Section 10.6(c).

"SUPPLY VOLUME PRICE" means the price for Supply Volumes delivered or required
to be delivered pursuant hereto determined in accordance with this Agreement.

"SUPPLY VOLUMES" has the meaning ascribed thereto in Section 2.1.

"TERM" means the period starting on the Effective Date and ending on the
termination of this Agreement.

"TERMINAL CHANGE" has the meaning ascribed thereto in Section 8.6(f).

"TERMINAL SUSPENSION NOTICE" has the meaning ascribed thereto in Section 8.6(a).

"TERMINAL VOLUMES" has the meaning ascribed thereto in Section 2.1(b).

"TOTAL CASH COSTS" has the meaning ascribed thereto in Schedule A.

"TOTAL VOLUMES" has the meaning ascribed thereto in Schedule A.

"UNECONOMIC TERMINAL CONDITIONS" has the meaning ascribed thereto in Section
8.6(a).

"UNIMPAIRED PARTY" has the meaning ascribed thereto in Section 4.6.



                                       IV

<PAGE>   38
  


                                   SCHEDULE A
                             TO THE CRUDE OIL SUPPLY
                           AND TERMINALLING AGREEMENT
                    DATED THE __ DAY OF _____, 1998, BETWEEN
                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                              AND KOCH OIL COMPANY

                                 KOCH CASH COSTS
                           FOR KOCH'S CUSHING TERMINAL

UTILITIES/ENERGY

         All charges for consumed fuel gas (purchased and produced),
electricity, communications and water.

MAINTENANCE

         All direct maintenance including maintenance labor, maintenance
materials, contract maintenance and direct maintenance overhead.

OPERATIONS LABOR

         Operator and supervisor labor and related direct expenses for the
terminal.

EXTERNAL LABOR

         Contract and Professional labor charges.

SUPPLIES

         Includes all operating supplies associated with operating the Terminal.

DIRECT FACILITIES

         Insurance and property taxes.

OTHER

         Includes all direct miscellaneous expenses and environmental costs.

SUPPORT GROUPS

         All direct costs charged to Cushing terminal support groups including
labor, supplies, and other expenses.

NON-RECURRING EXPENSES

         Any non-recurring events such as power failures, major unit outages,
and/or generally uncontrollable factors.



                                      A-1

<PAGE>   39



CALCULATIONS

         Koch Cash Costs, for purposes of this Agreement, shall be calculated
using the following formula for any respective monthly or annual period:

         [*]

"TOTAL CASH COSTS" means "The total of the costs described in this Schedule
reasonably attributable to Koch's direct operation of its Cushing Terminal."

"TOTAL VOLUMES" means "The total volume of crude oil and all other associated
liquid hydrocarbons delivered into Koch's Cushing Terminal."



                                      A-2

<PAGE>   40
  





                                   SCHEDULE B
                             TO THE CRUDE OIL SUPPLY
                           AND TERMINALLING AGREEMENT
                    DATED THE __ DAY OF _____, 1998, BETWEEN
                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                              AND KOCH OIL COMPANY

                   KOCH'S CUSHING DEDICATED CRUDE OIL TANKAGE

<TABLE>
<CAPTION>
TANK NUMBER                         TANK VOLUME (BARRELS)
<S>                                <C>
41123                               250,000

41121                               150,000

41120                               100,000

41111                                15,000

41076                               100,000
</TABLE>




                                      B-1

<PAGE>   41



                                   SCHEDULE C
                             TO THE CRUDE OIL SUPPLY
                           AND TERMINALLING AGREEMENT
                    DATED THE __ DAY OF _____, 1998, BETWEEN
                    EOTT ENERGY OPERATING LIMITED PARTNERSHIP
                              AND KOCH OIL COMPANY

                 KOCH'S RIGHT OF FIRST REFUSAL ON SUPPLY VOLUMES

[*]

                                      C-1

<PAGE>   42
[*]

                                      C-2