EOTT ENERGY PARTNERS LP
RECEIVABLE(S) PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>8
<FILENAME>d97278exv10w29.txt
<DESCRIPTION>RECEIVABLE(S) PURCHASE AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.29


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

                        RECEIVABLE(S) PURCHASE AGREEMENT


THIS RECEIVABLE(S) PURCHASE AGREEMENT (the "Agreement") IS MADE AS OF THIS 19th
day of October, 1999 BY AND BETWEEN EOTT ENERGY OPERATING LIMITED PARTNERSHIP
(the "Seller"), a limited partnership organized under the laws of Delaware and
STANDARD CHARTERED TRADE SERVICES CORPORATION ("SCTSC"), a company organized
under the laws of the State of Delaware.

WHEREAS, the Seller is engaged in the sale of certain goods ("Goods") to the
buyer (the "Buyer") listed in Appendix "A", as may be amended from time to time;
and

WHEREAS, the sales to the Buyer (once approved by SCTSC) will give rise to
Receivable(s) ("Qualified Receivable(s)") which are current and evidenced by
Pro-Forma Invoice(s) and Final Invoice(s) (as defined below in Section 1.A) and
title documents, as may be required by SCTSC, and in form and content acceptable
to SCTSC, such as transport documents, pipeline tickets, receipts and/or
nominations and truck or marine bills of lading; and

WHEREAS, the payment of such Qualified Receivable(s) shall be due to the Seller
on due dates which apply to each of the Qualified Receivable(s); and

WHEREAS, the Seller has requested that SCTSC purchase from the Seller, from time
to time on an uncommitted and fully discretionary basis, all of its rights,
title and interest in Qualified Receivable(s), up to an aggregate amount of One
Hundred Million US Dollars ($ 100,000,000) outstanding at any one time, in
accordance with the terms and conditions set forth in this Agreement which
include recourse back to the Seller in the circumstances outlined below; and

WHEREAS, the Buyer will remit payment, in accordance with instructions provided
by the Seller, as per Appendix "B", to Standard Chartered Bank, New York Branch,
for the account of EOTT Energy Operating Limited Partnership. [*], with value on
the due date of each Invoice (as defined below). The due date of each invoice
shall be referred to hereafter as an "Invoice Due Date".

NOW, THEREFORE, in consideration of the mutual promises contained herein, and
for other good and valuable consideration, the parties agree as follows:

1.       TRANSACTION ORIGINATION

         A.       Initiation of each Transaction

                  From time to time, the Seller will cause copies of the
                  pro-forma and/or the final invoices to the Buyer (each an
                  "Invoice" or, as the context may require, a "Pro-Forma
                  Invoice" or a "Final Invoice") and the relevant title
                  documents, as may be required by SCTSC, as evidenced by
                  transport documents, pipeline tickets, receipts and/or
                  nominations, truck bill(s) of lading, marine bill(s) of lading
                  or any other title document as may be acceptable to SCTSC, to
                  be delivered to SCTSC by courier, which Invoices shall contain
                  information required by SCTSC, including a description of the
                  Goods, their quantity, type, value and other relevant


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                  terms and conditions. Payment terms on the Seller's Invoices
                  will be for a period not to exceed fifty two (52) days from
                  the date of the Seller's Pro-Forma Invoice. A Final Invoice
                  will substitute each Pro-Forma Invoice within a thirty five
                  (35) day period of time from the date the Pro-Forma Invoice
                  was issued. The Final Invoice is the invoice issued by the
                  Seller to the Buyer, subsequent to the Pro-Forma Invoice which
                  indicates the total amount of Goods actually delivered to the
                  Buyer within an agreed period of time and the amount due for
                  payment on the Invoice Due Date. The aggregate amount
                  outstanding at any point in time for all Qualified
                  Receivable(s) shall not exceed One Hundred Million U.S.
                  Dollars ($100,000,000).

         B.       SCTSC Notice of Qualified Receivable(s)

                  Subject at all times to SCTSC's full discretion as to whether
                  or not it shall choose to purchase any of the Qualified
                  Receivable(s), SCTSC may accept the Seller's Transaction
                  Confirmation in the form of Appendix "C-1", annexed, if the
                  Goods and terms covering the Qualified Receivable(s) are
                  acceptable to SCTSC and if it appears to SCTSC that all
                  conditions set forth in this Agreement have been met. SCTSC
                  shall evidence any such acceptance by returning a copy of the
                  Seller's Transaction Confirmation marked "Accepted on (date)
                  by (signature)" by telefax to the Seller.

         C.       Payment to the Seller

                  Upon purchase of the Qualified Receivable(s), SCTSC shall
                  thereupon make payment to the Seller for 90% of the total
                  value of the Pro-Forma Invoice less the discount fee, handling
                  fees and any other fees or expenses incurred due to SCTSC as
                  defined in Section 2 of this Agreement and remit the
                  difference to the Seller. Approximately thirty five (35) days
                  after Seller's issuance of the Pro-Forma Invoice, the Seller
                  will issue its Final Invoice to the Buyer. This Final Invoice
                  will replace the Pro-Forma Invoice. As a condition precedent
                  for SCTSC's payment, the Seller hereby sells, assigns and
                  transfers over to SCTSC its entire title and interest in and
                  right to receive payment for each Qualified Receivable, all
                  contract rights with respect thereto and all of the Seller's
                  rights to the Goods and property represented thereby.

         D.       Payment to SCTSC

                  The Buyer will be required to remit payment for the full
                  amount of the Final Invoice, in accordance with instructions
                  provided by the Seller as per Appendix "B" and as per each
                  Final Invoice, to Standard Chartered Bank, New York Branch
                  (the "Bank"), [*] (the "Account"). The Account will be subject
                  to a Blocked Account Agreement under which the Seller
                  authorizes the Bank to remit such funds credited to this
                  Account, from time to time to Standard Chartered Bank, New
                  York Branch, [*] in order to repay SCTSC for the amount paid
                  to the Seller for the Qualified Receivable(s) purchased. The
                  balance remaining in the Account after SCTSC has been repaid
                  in full shall be remitted to the Seller.


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2.       FEES AND INTEREST

         A.       Arrangement Fee

                  Upon execution of this Agreement, the Seller will pay SCTSC a
                  non-refundable arrangement fee of Twenty Five Thousand U.S.
                  Dollars ($ 25,000) to cover the initial legal, structuring and
                  set up expenses of SCTSC.

         B.       Handling Fee

                  The Seller shall pay to SCTSC a handling fee ("Handling Fee")
                  on all Qualified Receivable(s) purchased by SCTSC hereunder in
                  a flat amount of Five Hundred U.S. Dollars ($ 500), on each of
                  the Seller's Pro-Forma Invoices purchased by SCTSC. Such
                  Handling Fee shall be deducted from any payment due to the
                  Seller.

         C.       Discount Fee

                  The Seller agrees to pay SCTSC a discount fee on the
                  outstanding Qualified Receivable(s) purchased calculated at
                  the applicable LIBOR (defined below) plus a spread of seventy
                  five basis point per annum (75 b.p. p.a.) (the "Discount
                  Fee"). The Discount Fee due by the Seller to SCTSC shall be
                  calculated on the aggregate face value of the Qualified
                  Receivable(s) purchased by SCTSC from the date payment was
                  made to the Seller to the Invoice Due Date, calculated on the
                  basis of a 360 actual day year. SCTSC will deduct the
                  applicable Discount Fee from its payment due to the Seller,
                  plus any and all other fees and incidental expenses incurred
                  or anticipated by SCTSC (including legal and other fees) in
                  obtaining payment from the Buyer. The Discount Fee as
                  specified above will apply for a period not to exceed the
                  Invoice Due Date for the Qualified Receivable(s) purchased.

                  LIBOR is defined as the rate per annum at which deposits in US
                  Dollars for the period comparable to the period from the date
                  SCTSC is to make payment to the Seller to the date payment is
                  due to SCTSC from the Buyer are offered to SCTSC by the Bank,
                  as quoted at 11:00 a.m. New York time, for value two (2)
                  Business Days (as defined herein) prior to the date when
                  payment is made by SCTSC to the Seller, provided, however,
                  that if the Bank cannot offer SCTSC a LIBOR rate calculated as
                  set forth above, the Seller agrees that the LIBOR rate shall
                  be defined as such other rate as the Bank shall determine as
                  its cost of funds.

                  A Business Day is defined as a day on which SCTSC and
                  commercial banks are open for business in New York, New York.

         D.       Excess Costs

                  Any Qualified Receivable(s) not paid on the Invoice Due Date
                  by Buyer shall be subject to a penalty to cover any excess
                  costs incurred by SCTSC as a result of any delay in the Buyer
                  making payment by the Invoice Due Date. The Seller shall have
                  the responsibility of collecting such excess costs from the
                  Buyer as well as the ultimate responsibility for payment of
                  SCTSC's excess costs. The Seller


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                  hereby assigns and transfers to SCTSC all such amounts the
                  Seller shall receive in coverage of such excess costs. The
                  Seller shall set the penalty rate for such excess costs, but
                  it shall be no less than the Bank's applicable overnight
                  Reference Rate in effect from time to time plus a margin of
                  two percent per annum (2% p.a.) and shall be based on the face
                  amount of the Final Invoice from the Invoice Due Date until
                  full repayment thereof has been received by SCTSC from the
                  Buyer.

                  "Reference Rate" is defined as the rate established from time
                  to time by the Bank as its Reference Rate, as quoted at 11:00
                  a.m. New York time.

         E.       Mis-directed Payments

                  In the event of funds being forwarded in error by the Buyer
                  directly to another account of the Seller rather than to the
                  Account, the Seller undertakes to hold these funds in trust
                  for SCTSC and to immediately remit said payment to the Bank,
                  ABA Number 026002561, for the account of SCTSC, Account No.
                  3582-088476-001, Attention: Mr. Serafin J. Cabayan. The Seller
                  will pay SCTSC a rate of interest equal to the Bank's
                  applicable overnight Reference Rate plus three percent per
                  annum (3% p.a.) based on a 360 day year and the actual number
                  of days elapsed, for the period between receipt of payment by
                  the Seller and the date such funds are received in full by
                  SCTSC.

3.       ROLE AND RESPONSIBILITY OF THE SELLER

         A.       Relationship of Parties

                  Neither the Seller nor SCTSC shall be deemed a partner, agent,
                  representative or joint venturer of the other.

         B.       Covenants, Representations and Warranties of the Seller

                  The Seller agrees, represents, warrants with and to SCTSC both
                  now and with each transaction contemplated hereunder that:

                  (i)      it is duly incorporated, has the full power,
                           authority and legal right to incur and to perform its
                           obligations under this Agreement;

                  (ii)     it has taken all required action necessary to
                           authorize the due execution and delivery by its duly
                           appointed officers of this Agreement;

                  (iii)    the officers executing this Agreement and any
                           Appendix are duly authorized and empowered to execute
                           said documents on behalf of the Seller;

                  (iv)     no authorization or approval or other action by, and
                           no notice to or filing with, any governmental
                           authority or regulatory body is required for the due
                           execution, delivery and performance by it of this
                           Agreement;

                  (v)      the execution, delivery and performance by the Seller
                           of this Agreement


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                           does not contravene any law, regulation or
                           contractual restriction binding on or affecting the
                           Seller and that the Buyer is a party with which the
                           Seller is permitted to transact business pursuant to
                           all applicable laws, regulations and rulings of both
                           the United States and its agencies and the State in
                           which the Seller maintains its principal place of
                           business and, in particular, to the regulations of
                           the U.S. Treasury Department's Office of Foreign
                           Assets Control;

                  (vi)     to the best of its knowledge there exist no material
                           disputes or discrepancies outstanding between the
                           Seller and the Buyer relating to prior transactions
                           (except to the extent that the Seller advises SCTSC
                           of such a dispute and SCTSC chooses in its sole
                           discretion to waive such dispute or discrepancy
                           solely for the purpose of purchasing a Qualified
                           Receivable).

                  (vii)    each of the Qualified Receivable(s) is a legal,
                           binding and assignable by the Seller and is
                           enforceable in accordance with its respective terms.

                  (viii)   each of the Qualified Receivable(s) is or will be
                           unaltered and genuine and the Seller has exclusive
                           and unencumbered title to same.

                  (ix)     each of the Qualified Receivable(s) will not have
                           been sold, assigned, transferred or encumbered by a
                           lien or security interest of any nature, directly or
                           indirectly, prior to its acceptance by SCTSC and this
                           is a material term of this Agreement.

                  (x)      the Seller is not prohibited by any security, loan or
                           other agreement from selling the Qualified
                           Receivable(s) as contemplated herein and such sales
                           do not conflict with any agreement binding on the
                           Seller.

                  (xi)     to the best of the Seller's knowledge, the Buyer has
                           not asserted any claim, defense or right of offset to
                           payment of the Qualified Receivable(s), nor does it
                           have grounds to make such assertions. However, if the
                           Seller learns of any such claim, defense or right of
                           offset, it will promptly notify SCTSC thereof in
                           writing.

                  (xii)    each of the Invoices and title documents, such as
                           transport documents, pipeline tickets, receipts or
                           nominations, truck or marine bill(s) of lading, as
                           may be required by SCTSC, is or will be unaltered and
                           genuine and the Seller has exclusive and unencumbered
                           title to same.

                  (xiii)   the Seller agrees to compensate SCTSC for all costs,
                           claims, losses and expenses (including, but not
                           limited to legal fees) incurred or suffered by SCTSC
                           as a result of any transaction or as a result of the
                           Seller's breach of any representation or warranty
                           contained herein or the Seller's failure to comply
                           with any of the terms or conditions contained herein.

                  (xiv)    SCTSC is granted hereby a security interest in and a
                           right of set-off with respect to all Qualified
                           Receivable(s) which have been purchased by SCTSC and
                           in all contract rights and proceeds related thereto,
                           all as security for payment and performance of all of
                           the Seller's obligations


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                           hereunder. SCTSC may file such financing statements
                           as it elects with the Seller's signature to perfect
                           its security interest.

                  (xv)     it will cooperate fully with SCTSC in taking any and
                           all actions requested by SCTSC in collecting all
                           amounts owed by the Buyer which the Seller is allowed
                           to perform under its contract with the Buyer,
                           including, and not limited to, delaying or not
                           shipping future deliveries of Goods to the Buyer
                           unless (and until) SCTSC has been paid in full.

                  (xvi)    SCTSC shall have the right to request, and the Seller
                           shall provide promptly, such information about the
                           purchase, delivery and terminalling of the Goods as
                           SCTSC may reasonably request and SCTSC may, upon
                           reasonable advance notice, inspect the Goods and the
                           Seller's records pertaining to the Goods.

                  (xvii)   the guarantee issued in favor of the Seller by Koch
                           Industries Inc. which guarantees all obligations of
                           the Buyer to the Seller is in full force and effect
                           on the date of this Agreement and will continue to be
                           in full force and effect as long as any amounts are
                           due and owing to SCTSC with respect to any Qualified
                           Receivable(s).

                  (xviii)  the Seller agrees to issue to the Buyer a Final
                           Invoice approximately thirty five (35) days after the
                           issuance of the Pro-Forma Invoice, but not later than
                           the fifth Business Day of each month, and to provide
                           SCTSC with a copy thereof on the same day as it is
                           issued to the Buyer.

         C.       Indemnity

                  The Seller acknowledges that SCTSC shall have no liability for
                  any product liability claim from the Seller, the Buyer or any
                  other person relating to or arising out of the Goods,
                  including but not limited to claims relating to the
                  performance (or nonperformance) of the Seller, the quality of
                  the Goods supplied, the contents of any shipments and/or any
                  damage or loss (economic or physical) suffered by the Buyer or
                  any other person arising out of the Goods supplied. The Seller
                  agrees to bear the full risk of defects in or due to the
                  nonconformity of the Goods. The Seller further agrees that it
                  shall hold SCTSC harmless and indemnify SCTSC from any and all
                  claims of the Buyer or any third party relating to any product
                  liability and/or damage claim of any party or person arising
                  from the non-performance of the Seller, from defects in the
                  Goods or injury or loss arising from the Goods. The Seller
                  further acknowledges that SCTSC shall be excused from
                  performing any obligations hereunder which are prevented or
                  delayed by any occurrence not within its effective control
                  including, without limitation, destruction or damage to the
                  Goods, strikes, floods, fire, accidents, Acts of God or any
                  governmental orders or regulations; provided, however, any
                  disruption of obligations to be performed by SCTSC due to the
                  date roll-over from 1999 to 2000 and the leap-year in 2000
                  shall not be deemed to excuse SCTSC from its obligations
                  hereunder.

         D.       On each date on which any amounts fall due for payment from
                  either SCTSC or the Seller under this Agreement for any
                  transaction, the party required to make such payment shall
                  effect such payment denominated in U.S. Dollars ("Dollars")


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                  by payment in Dollars and in immediately available funds (or
                  such funds as may at the time be customary in the City of New
                  York for settlement in the City of New York of banking
                  transactions in Dollars) to such account in the United States
                  of the other party as such party may designate to the other in
                  writing; or, where such amount is denominated in any other
                  currency, by payment in such other currency and in immediately
                  available funds (or in such funds as may at the time be
                  customary in the city of delivery of such funds for the
                  settlement in such city of international banking transactions)
                  to such account of the other party as shall be specified by it
                  in the Transaction Confirmation.

         E.       All payments hereunder by the Buyer or by the Seller to SCTSC
                  shall be made free and clear of and without deduction for any
                  set-off or counterclaim and without deduction for or on
                  account of any present or future taxes including but not
                  limited to duties, levies, sales or value added taxes and
                  imposts now or hereafter imposed. If the Buyer is required by
                  law to make any deduction or any withholding is required to be
                  made, the Seller shall ensure that the relevant payment shall
                  be increased to the extent necessary to ensure that, after the
                  making of such deduction or withholding, SCTSC receives (free
                  from any liability in respect of any such deduction or
                  withholding) a net sum equal to the sum which would have been
                  received and so retained had no such deduction or withholding
                  been made.

4.       EVENT OF SELLER DEFAULT

         Each of the following events are herein defined as an "Event of Seller
Default":

           a)     the filing of a petition in bankruptcy or for the appointment
                  of a receiver by or against the Seller or any similar event;
                  or

           b)     the Seller's failure (alleged or actual) to discharge any of
                  its obligations under this Agreement or with respect to the
                  Goods or the underlying contract pertaining thereto.

         The Seller shall immediately notify SCTSC in writing of the occurrence
         of an Event of Seller Default and SCTSC shall have the right (in
         addition to any other right or remedy SCTSC may have at law, in equity
         or under this Agreement) to demand that the Seller deliver immediately
         at the request of SCTSC to it or to any third party nominated by SCTSC
         for collection by such party (which may be an affiliate of SCTSC) any
         Qualified Receivable(s) held by SCTSC under any transaction.

5.       EVENT OF BUYER'S DEFAULT

         Each of the following events are herein defined as the "Buyer's Event
of Default":

           a)     the filing of a petition in bankruptcy or for the appointment
                  of a receiver by or against the Buyer or any similar event; or

           b)     the Buyer's failure (alleged or actual) to pay timely for the
                  full amount of the Final Invoice to SCTSC or to the Seller, as
                  the case may be, by the Invoice Due Date or to discharge any
                  of its other obligations with respect to the Goods or the


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                  underlying contract pertaining thereto for any reason
                  whatsoever or for no reason, including any claim that the
                  Goods are, in whole or in part, not suitable or not consistent
                  with the underlying contract of sale.

         The Seller shall immediately notify SCTSC in writing of the occurrence
         of a "Buyer's Event of Default" and, if the Buyer's bankruptcy or
         failure to pay is due to any of the causes listed in Section 8 of this
         Agreement, SCTSC shall have the same limited recourse rights against
         the Seller as are described in Section 8, below.

6.       CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT

         As a condition precedent to the effectiveness of this Agreement, the
         Seller shall have caused to be delivered to SCTSC, in form and
         substance satisfactory to SCTSC, (a) a counterpart of this Agreement
         executed by the parties hereto, (b) a copy of resolutions of the Board
         of Directors or other authorizing documents of the Seller, in form and
         substance satisfactory to SCTSC, approving the execution and
         performance of the Agreement, certified by the Secretary or other
         appropriate officer of the Seller, (c) an incumbency certificate
         executed by the Secretary or other appropriate officer of the Seller
         certifying the names and signatures of the officers of the Seller
         authorized to execute and act under this Agreement, (d) the opening of
         the Account with the Bank, (e) a duly executed Blocked Account
         Agreement between the Seller, SCTSC and the Bank, (f) the filing of a
         UCC-1 Financing Statement against the Qualified Receivable(s), (g) the
         Arrangement Fee set forth herein and (h) a copy of the guarantee
         referred to in Section 3.A. (xvii), above, and the Oil Supply Contract
         referred to in Section 8, below.

7.       TERMINATION

         A.       This Agreement shall terminate:

                  (i)      At the sole discretion of either party, immediately
                           upon written notice given by either party to this
                           Agreement to the other; or

                  (ii)     Upon the occurrence of an Event of Seller Default or,
                           if SCTSC shall so elect upon the occurrence of a
                           Buyer's Event of Default; or

                  (iii)    Immediately, without notice being required, in the
                           event of any bankruptcy or insolvency of the Seller
                           or of the Buyer, or the filing of any proceeding by
                           or against the Seller, SCTSC or the Buyer under any
                           law relating to bankruptcy, insolvency or
                           reorganization or upon the sale, dissolution or
                           merger of SCTSC.

         B.       Notwithstanding anything else contained herein, the
                  termination of this Agreement shall not affect the rights or
                  obligations of either party hereto with respect to any
                  Qualified Receivable(s) purchased prior to the effective date
                  of termination, unless SCTSC has not purchased the Qualified
                  Receivable(s) from the Seller, in which case SCTSC may treat
                  the purchase of said Qualified Receivable(s) as rescinded
                  without further obligation or liability of SCTSC.


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8.       SCTSC REMEDIES

         The sale of the Qualified Receivable(s) herein is with limited recourse
         to the Seller. This right of limited recourse shall apply in the event
         of:

         (a)      rejection of documents presented to the Buyer and / or
                  assertion by the Buyer of any commercial disputes concerning
                  quantity, quality, specifications, suitability /
                  merchantability or performance of the Goods, or the
                  institution of any litigation, counterclaims, set-offs or
                  write-offs, or

         (b)      assertion by the Buyer that the Pro-Forma Invoice, the Final
                  Invoice and/or the Crude Oil Supply and Terminalling Agreement
                  dated December 1, 1998 (as same may have been amended) (the
                  "Oil Supply Contract") between the Seller and the Buyer that
                  relates to a Qualified Receivable(s) was not adhered to, or

         (c)      the occurrence of any of the events or circumstances listed in
                  Article 8 of the Oil Supply Contract or the termination or
                  material amendment or modification to that Contract, or

         (d)      any one of the covenants, representations or warranties made
                  by the Seller in this Agreement proving to have been incorrect
                  in any material respect, or

         (e)      the Goods under any Qualified Receivable shall have been lost,
                  destroyed or subjected to an event which could create an
                  insurance claim of any nature, or

         (f)      if the Seller fails to issue to the Buyer (or the Buyer claims
                  non-receipt of) a Final Invoice within thirty five (35) days
                  from the date of the Pro-Forma Invoice.

         Upon the occurrence of any of the foregoing circumstances or in the
         event of non-acceptance of the Goods by the Buyer for any reason (or
         for no reason), the Seller shall, upon demand, immediately return to
         SCTSC any monies received from SCTSC relating to said transaction,
         together with interest calculated at the rate of 3% per annum over the
         Bank's Reference Rate in effect from time to time, from the date of
         SCTSC's payment to the Seller to the date of SCTSC's receipt of full
         payment. SCTSC shall, upon receipt of payment in full from the Seller,
         assign all of its rights, title and interest in the Goods and/or assign
         any evidence of debt from the Buyer relating to said transaction to the
         Seller and shall have no further liability or obligation with respect
         to the transaction. The Seller shall be fully liable for any claims,
         costs, fines, levies, duties, interests, fees and/or penalties arising
         out of the Buyer's failure to accept the Goods, provided, however, that
         the Seller shall reimburse SCTSC for any reasonable costs and fees
         SCTSC may incur relating to the Buyer's non-acceptance of the Goods
         and/or fees and costs incurred in attempting to seek payment from the
         Buyer.

9.       MISCELLANEOUS

         A.       Notices

                  All notices, requests, reports, information or demands shall
                  be effective when given or made through telex or telefax, two
                  days after deposit in the mails, or upon hand delivery, at the
                  following addresses (or at such other address as either party
                  may notify to the other in writing):


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                  To Seller:

                           Name:       EOTT Energy Operating Limited Partnership
                           Address:    P.O. Box 4666
                                       Houston, Texas 77210-4666
                           Attention:  Susan Ralph, Treasurer
                           Telefax:    (713) 993-5892

                  To SCTSC:

                           Name:       Standard Chartered Trade Services
                                       Corporation
                           Address:    7 World Trade Center, 27th Floor
                                       New York, New York 10048-2627
                           Attention:  Daniel Carambot, Vice President & Manager
                           Telefax:    (212) 667-0789

         B.       Continuous Conditions

                  SCTSC's obligations shall be subject at all times to
                  appropriate and satisfactory credit support documentation
                  relating to the Buyer being provided to SCTSC. The Seller
                  agrees that it is familiar with the Buyer and that Goods
                  provided to the Buyer by the Seller shall continue to meet all
                  requirements of the Buyer.

         C.       Further Assurances

                  Each party hereto represents and warrants that (i) it has the
                  capacity and has taken all necessary action (corporate and
                  otherwise) to enable it to enter into and perform its
                  obligations under this Agreement; (ii) upon execution of this
                  Agreement by or on behalf of such party, this Agreement
                  constitutes a legal, valid and binding obligation of such
                  party; and (iii) execution and delivery by such party of this
                  Agreement and the consummation of each transaction herein
                  contemplated by such party is binding upon such party. In
                  addition, the Seller represents and warrants that none of the
                  Qualified Receivable(s) which are the subject of any
                  transaction hereunder will be, at the time of such transaction
                  or thereafter, subject to any lien or security interest held
                  by any third party (other than SCTSC), including, but not
                  limited to, any security filing under the Uniform Commercial
                  Code or any similar filing and that the Seller is the sole and
                  beneficial owner of all Qualified Receivable(s).

         D.       Integration

                  This Agreement shall supersede any prior agreements or
                  understandings between the parties as to the subject matter
                  hereof. The parties may from time to time elect by mutual
                  agreement to enter into transactions on terms different from
                  those contained herein, provided that any such agreement shall
                  be evidenced by a writing signed by both parties.


                                    10 of 15
<PAGE>

         E.       Waivers and Amendments

                  Any waiver of any right hereunder shall be in writing and
                  shall be effective when signed by the party granting the
                  waiver. No amendment of any provision of this Agreement shall
                  be effective unless it is in writing and is signed by the
                  Seller and SCTSC.

         F.       Taxes

                  All payments relating to the transactions contemplated by this
                  Agreement shall be made free and clear of and without
                  deduction or withholding for any present or future taxes,
                  levies, imposts or duties imposed by any governmental
                  authority in any jurisdiction or by any political subdivision
                  or taxing authority thereof or therein. If any such taxes,
                  levies, imposts or duties are required to be withheld from any
                  payments made hereunder, the amounts so payable shall be
                  increased to the extent necessary to yield to SCTSC (after
                  deduction of all such taxes, levies, imposts or duties)
                  interest or any such other amounts as specified herein.

         G.       Assignment and Delegation

                  The parties hereto may assign this Agreement and their
                  respective rights, duties and obligations hereunder solely
                  upon the written consent of the other; provided, however, that
                  SCTSC may freely assign this Agreement and its rights, duties
                  and obligations to any entity within the Standard Chartered
                  Bank Group upon notice to the Seller, provided that such
                  assignment does not result in additional costs to the Seller.
                  The parties agree that this Agreement shall inure to the
                  benefit of any successor to the parties.

         H.       Agreement not Exclusive

                  The rights to indemnification and recourse to the Seller
                  provided to SCTSC under this Agreement shall be independent
                  of, and neither subject to nor in derogation of, any other
                  rights to which SCTSC may be entitled, including, without
                  limitation, any such rights which may be assertable under the
                  General Corporation Law of New York.

         I.       Severability

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

         J.       Disclaimer of Warranty

                  SCTSC does not make and shall not be deemed to have made any
                  representation or warranty of any kind in favor of the Buyer
                  or any other person, including without limitation: any
                  representation concerning the title of SCTSC to the Goods; any
                  representation that SCTSC is a manufacturer, merchant or
                  dealer in goods; any representation or warranty, express or
                  implied, as to the


                                    11 of 15
<PAGE>

                  merchantability, compliance with specifications, design,
                  operation, freedom from patent or trademark infringement,
                  absence of latent defects or fitness for use of the Goods; or
                  any other representations, express or implied, with respect to
                  the Goods. SCTSC shall not be liable for any consequential
                  damages.

          K.      Governing Law and Jurisdiction

                  This Agreement shall be governed and construed under the laws
                  of the State of New York. Each party hereby consents to the
                  non-exclusive jurisdiction of the Federal Court in the
                  Southern District of New York or the State Courts of New York
                  with respect to any suit, action or proceeding arising out of
                  this Agreement. The Seller specifically and unconditionally
                  waives any and all right to any trial before a jury in any
                  action connected with or arising under this Agreement or under
                  any transaction as contemplated herein. The Seller agrees to
                  waive any right to seek a change of venue once an action is
                  commenced in the U.S. District Court, Southern District of New
                  York or the Supreme Court of the State of New York.

IN WITNESS WHEREOF, the Seller and SCTSC have each caused this Agreement to be
executed by a duly authorized officer(s) as of the date first written above.


EOTT ENERGY OPERATING LIMITED
PARTNERSHIP

By:  EOTT ENERGY CORP., its General Partner

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


STANDARD CHARTERED TRADE                    STANDARD CHARTERED TRADE
SERVICES CORPORATION                        SERVICES CORPORATION

By: /s/  DANIEL CARAMBOT                    By: /s/  WILLIAM R. LEUTE III
    -----------------------------               --------------------------------
Name:    Daniel Carambot                    Name:    William R. Leute III
      ---------------------------                 ------------------------------
Title:   Vice President & Manager           Title:   President & CEO
       --------------------------                  -----------------------------


                                    12 of 15
<PAGE>

                                  APPENDIX "A"
                             - Seller's Letterhead -

Date:    [Month day, 1999]

Standard Chartered Trade Services Corporation
7 World Trade Center, 27th Floor
New York, New York 10048-2627

Reference:    Qualified Buyer

Ladies and Gentlemen:

The following entity shall be deemed a Buyer under the terms of the
Receivable(s) Purchase Agreement between ourselves dated as of the 19th day of
October, 1999 (the "Agreement"), subject to your approval as evidenced by your
signature below.

<Table>
<Caption>
   BUYER                      ADDRESS  TYPE OF GOODS  CREDIT TERMS
<S>                           <C>      <C>            <C>
1. Koch Petroleum Group L.P.           Crude Oil      Industry Norm
                                                      (The 20th day of each month)
</Table>

The Buyer is hereby authorized and will be instructed by us both in our
Pro-Forma Invoice and in our Final Invoice and prior thereto by means of the
Notice of Assignment mailed by us to the Buyer in the form of Appendix "B" to
our Agreement to make payment directly to you or your designee (upon receipt of
written notice from you to do so) of all Qualified Receivable(s) (as defined in
the Agreement) and any such payment, to the extent thereof, shall satisfy such
Buyer's obligations to us.

This list will remain in effect until it is replaced or modified in accordance
with the terms of the Agreement.

Very truly yours,
EOTT Energy Operating Limited Partnership

By:   EOTT ENERGY CORP., its General Partner

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

Read, agreed to and accepted on ____________:
Standard Chartered Trade Services Corporation

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


                                    13 of 15
<PAGE>

                                  APPENDIX "B"

                              NOTICE OF ASSIGNMENT

For those pro-forma and final invoices of EOTT Energy Operating Limited
Partnership ("Seller") covering sales of crude oil ("Goods") to Koch Petroleum
Group L.P. ("Buyer") accepted by, sold and assigned to Standard Chartered Trade
Services Corporation ("SCTSC"), or its successors, Seller shall maintain all
existing responsibilities including, but not limited to, negotiating all prices
and terms with the Buyer, arranging shipment of the Goods and all product
responsibility and liability. Seller hereby sells and assigns to SCTSC all of
Seller's rights, title and interest in, to and under the above mentioned
invoices; provided, however, that SCTSC does not hereby assume any obligations,
duties or liabilities whatsoever of Seller under the invoices.

Each of Seller's pro-forma and final invoices to the Buyer shall contain the
following statement:

         "THIS INVOICE HAS BEEN SOLD AND ASSIGNED FOR THE PURPOSE OF COLLECTION
         TO STANDARD CHARTERED TRADE SERVICES CORPORATION OR ITS SUCCESSORS (THE
         "ASSIGNEE"). ALL PAYMENTS HEREUNDER SHALL BE MADE TO THE ASSIGNEE BY
         REMITTING FUNDS, BY WIRE TRANSFER, TO STANDARD CHARTERED BANK, NEW YORK
         BRANCH, [*] THE ACCOUNT EVIDENCED BY THIS INVOICE WILL ONLY BE
         SATISFIED BY PAYMENT TO THE ASSIGNEE AS INDICATED IN THE PRECEDING
         SENTENCE."

Agreed and accepted this [day] day of [Month], 1999.

EOTT Energy Operating Limited Partnership

By:  EOTT ENERGY CORP., its General Partner

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

Standard Chartered Trade Services           Standard Chartered Trade Services
Corporation                                 Corporation

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


                                    14 of 15
<PAGE>

                                 APPENDIX "C-1"
                             - Seller's Letterhead -

Date:    [Month day, 1999]

Standard Chartered Trade Services Corporation
7 World Trade Center, 26th Floor
New York, New York 10048-2627

Reference: Transaction Confirmation of Qualified Receivable(s)

Dear Sirs:

We hereby inform you of our desire to sell new Qualified Receivable(s) to you,
as described in Section 1.B of the Receivable(s) Purchase Agreement dated the
19th day of October, 1999 between EOTT Energy Operating Limited Partnership and
Standard Chartered Trade Services Corporation ("SCTSC"), as follows:

          Qualified Receivable(s) totaling:      US$
                                                    -------------

EOTT Energy Operating Limited Partnership has caused copies of the invoices to
the Buyer and the relevant title documents, as may be required by SCTSC, as
evidenced by transport documents, pipeline tickets, receipts and/or nominations,
truck bill(s) of lading, marine bill(s) of lading or any other title document as
may be acceptable to SCTSC, to be attached hereto, which contain all the
information required by SCTSC, including a description of the Goods, their
quantity, type, value and other relevant terms and conditions.

Kindly remit funds, by wire transfer, to Standard Chartered Bank, New York
Branch, [*]

Please indicate your acceptance by signing below.

Very truly yours,
EOTT Energy Operating Limited
Partnership

By:   EOTT ENERGY CORP., its General Partner

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

Transaction Confirmation Acknowledgement        Read, agreed to and accepted on
Standard Chartered Trade Services Corporation   _________________:

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


                                    15 of 15

</TEXT>
</DOCUMENT>
