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                                                                   EXHIBIT 10.27


                            FIRST AMENDMENT AGREEMENT

         This First Amendment Agreement (this "Amendment") dated as of March 17,
1999, is among EOTT Energy Operating Limited Partnership ("Borrower") and Enron
Corp. ("Lender") under the Amended and Restated Term Credit Agreement dated as
of December 1, 1998 among the Borrower and the Lender (the "Agreement"). In
consideration of the mutual covenants contained herein, the Borrower and the
Lender agree as set forth herein.

         SECTION 1.   Amendments to the Agreement

                  1.1 Section 2.02. Section 2.02 of the Agreement is hereby
         amended to read as follows:

                  Disbursement of Funds. No later than 3 p.m. (Houston, Texas
           time) on the Effective Date, the Lender shall make available the
           amount of the Loans by depositing such amounts to the Borrower's
           account at the Disbursement Office in immediately available funds.
           Tranche A or Tranche B may be funded in multiple draws, with no
           minimum amount per draw and a maximum amount per draw equivalent to
           the amount of the specific Tranche that is being funded.

                  1.2 Section 7.05. Section 7.05 of the Agreement is hereby
         amended to read as follow:

                  Minimum Tangible Net Worth. The Borrower shall not, at any
         time, permit its Consolidated Tangible Net Worth plus Additional
         Partnership Interest to be less than $75,000,000.

         SECTION 2.   Miscellaneous.

                  2.1 Amendments, Etc. No amendment or waiver of any provision
         of this Amendment nor consent to any departure by the Borrower
         herefrom, shall in any event be effective unless effected in accordance
         with Section 12.11 of the Agreement.

                  2.2 Effectiveness. This amendment shall be effective as of
         December 15, 1998 upon the receipt by the Borrower and the Lender of
         counterparts of or copies of signature pages of this Amendment executed
         by the Borrower and the Lender in compliance with Section 12.11 of the
         Agreement.

                  2.3 Representations. The Borrower hereby represents and
         warrants to the Lenders, after giving effect to this Amendment:

                  (i)      The representations and warranties contained in
                           Section 8 of the Agreement as amended hereby are
                           correct on and as of the date hereof as though made
                           on and as of the date hereof and;

                  (ii)     No event has occurred and is continuing which
                           constitutes an Event of Default or would constitute
                           an Event of Default but for the requirement that
                           notice be given or time elapse or both.

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Enron Corp.
February 9, 1999
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                  2.4 Counterparts. This Amendment may be executed in any number
         of counterparts and by the different parties hereto on separate
         counterparts, each of which when so executed and delivered shall be an
         original, but all of which shall together constitute one and the same
         instrument. A set of counterparts executed by all the parties hereto
         shall be lodged with the Borrower and the Lender.

                  2.5 Governing Law; Submission to Jurisdiction; Venue. THIS
         AMENDMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS
         OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
         ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF TEXAS.



                                        EOTT Energy Operating Limited 
                                        Partnership 
                                        By:  EOTT Energy Corp., its General 
                                             Partner


                                        By:    /s/ SUSAN RALPH
                                           -------------------------------------
                                        Name:  Susan Ralph 
                                             -----------------------------------
                                        Title: Treasurer  
                                              ----------------------------------

Agreed to and accepted this 17th 
day of March, 1999, by:

Enron Corp.


By:      /s/ JEFFREY MCMAHON                
   ------------------------------------------------
     Jeffrey McMahon
     Senior Vice President, Finance and Treasurer