EOTT ENERGY PARTNERS LP
LETTER AGREEMENT DATED JANUARY 9, 2002
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>6
<FILENAME>d97278exv10w27.txt
<DESCRIPTION>LETTER AGREEMENT DATED JANUARY 9, 2002
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.27

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


                                 January 9, 2002


EOTT Energy Operating Limited Partnership
P. O. Box 4666
Houston, Texas 77210-4666

Re:      Crude Oil Supply and Terminalling Agreement ("Agreement") dated
         December 1, 1998 by and between EOTT Energy Operating Limited
         Partnership ("EOTT") and Koch Supply & Trading, LP (assignee of Koch
         Petroleum Group, L.P.) ("Koch"), EOTT Contract No. 37562

Gentlemen:

         Effective December 1, 2001, for a period of six months, and continuing
month to month thereafter on an evergreen basis subject to cancellation by
either party with 30-day notice, each party agrees to amend Section 3.1 of the
Agreement, Supply Volume Price Formula, in its entirety, to provide:

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

                         ARTICLE 3 - SUPPLY VOLUME PRICE

3.1      [*]

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

         In recognition of this amendment, both parties agree to suspend the
right to make any claims regarding any renegotiation of the Supply Volume Price
pursuant to Section 8 and termination of the aforementioned Agreement pursuant
to Section 8.3 through 8.6 for the period of time this amendment is in effect,
starting December 1, 2001.

         If either party issues a 30-day notice of cancellation for this
amendment, the claims previously suspended shall be reinstated and each party
shall be allowed to exercise any and all rights they may have under the
Agreement. Additionally, Section 3.1 shall revert to the language in the
original Agreement at the end of the 30-day cancellation notice period.

         Should any party claim Uneconomic Market Conditions, as defined in the
Agreement, the prices used to calculate such conditions shall be the Supply
Volume Price Formula in effect for each month in question. Any claim for
Uneconomic Market Conditions shall be made pursuant to the terms of the original
Agreement and the suspension period shall not affect how such calculation is
performed.


<PAGE>

Koch Petroleum Group
January 9, 2002
Page 2

Except as hereby modified, all other terms and conditions of the Agreement, and
any amendments hereto, shall remain in full force and effect.

EOTT ENERGY OPERATING LIMITED PARTNERSHIP     KOCH SUPPLY & TRADING, L.P.
BY: EOTT ENERGY CORP., ON BEHALF OF EOTT
     ENERGY GENERAL PARTNER, L.L.C., ITS
     GENERAL PARTNER

By: /s/ Dana R. Gibbs mms                     By: /s/ James B. Urban
    -----------------------------------           ------------------------------
Printed Name:  Dana R. Gibbs                  Printed Name:  James B. Urban
Title:  President and CEO                     Title:  Vice President






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