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                                  EXHIBIT 10.44

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                          PETRO STOPPING CENTERS, L.P.
                           PETRO FINANCIAL CORPORATION

                                   AS ISSUERS,

                                       AND

                         U.S. BANK NATIONAL ASSOCIATION

                                 AS SUCCESSOR TO

                      STATE STREET BANK AND TRUST COMPANY,

                                   AS TRUSTEE

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

                          SECOND SUPPLEMENTAL INDENTURE

                          DATED AS OF FEBRUARY 9, 2004

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                          10 1/2% SENIOR NOTES DUE 2007

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     This SECOND SUPPLEMENTAL INDENTURE is dated as of February 9, 2004, among
Petro Stopping Centers, L.P., a Delaware limited partnership (the "Company"),
and Petro Financial Corporation, a Delaware corporation and wholly-owned
subsidiary of the Company ("PFC" and, together with the Company, the "Issuers"),
as Issuers, and U.S. Bank National Association, a national banking association,
as successor to State Street Bank and Trust Company, a Massachusetts trust
company, as Trustee (the "Trustee").

     WHEREAS, the Issuers and the Trustee entered into an Indenture, dated as of
January 30, 1997, as amended by the Supplemental Indenture, dated July 23, 1999
(the "Indenture"), pursuant to which the Issuers issued 10 1/2% Senior Notes due
2007, which were subsequently exchanged for substantially identical 10 1/2%
Senior Notes due 2007 that were registered under the Securities Act of 1933 (the
"Notes") (capitalized terms used herein without definition have the respective
meanings given to them in the Indenture);

     WHEREAS, concurrently with the execution and delivery of this Second
Supplemental Indenture, the Issuers are conducting a tender offer and consent
solicitation with respect to the Notes (the "Tender Offer");

     WHEREAS, pursuant to the terms of the Tender Offer, the Issuers have
accepted Notes which were validly tendered (an not validly withdrawn) on or
prior to January 28, 2004 (the "Total Consideration Notes"); and

     WHEREAS, in accordance with Section 8.2 of the Indenture, the Issuers and
the Trustee have obtained the consent of the Holders of not less than a majority
in aggregate principal amount of the outstanding Notes to the amendments to the
Indenture set forth in this Second Supplemental Indenture;

     NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Issuers and the Trustee covenant and
agree for the benefit of each other and for the equal and proportionate benefit
of the respective Holders of the Notes as follows:

                                    ARTICLE I

     Section 1.01  Defined Terms. The following terms shall have the meaning
specified below when used in this Supplemental Indenture:

     "Initial Payment Date" shall mean the first date on which Holders receive
payment with respect to the Total Consideration Notes in connection with the
Tender Offer.

     Section 1.02  Supplemental Indenture is a Supplement to the Indenture. This
Second Supplemental Indenture is supplemental to the Indenture and does and
shall be deemed to form a part of, and shall be construed in connection with and
as part of, the Indenture for any and all purposes.

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                                   ARTICLE II

     Section 2.01  Amendments to the Indenture. Effective as of the Initial
Payment Date:

          (a)  Paragraph (b) of Section 4.2 "SEC Reports" of the Indenture shall
be deleted in its entirety;

          (b)  Section 4.5 "Taxes" of the Indenture shall be deleted in its
entirety;

          (c)  Section 4.6 "Limitation on Debt" of the Indenture shall be
deleted in its entirety;

          (d)  Section 4.7 "Limitation on Issuance and Sale of Capital Interests
in Restricted Subsidiaries" of the Indenture shall be deleted in its entirety;

          (e)  Section 4.8 "Limitation on Restricted Payments" of the Indenture
shall be deleted in its entirety;

          (f)  Section 4.10 "Limitation on Transactions with Affiliates" of the
Indenture shall be deleted in its entirety;

          (g)  Section 4.11 "Limitations on Liens" of the Indenture shall be
deleted in its entirety;

          (h)  Section 4.12 "[Intentionally Omitted]" of the Indenture shall be
deleted in its entirety;

          (i)  Section 4.13 "Limitation on Creation of Unrestricted
Subsidiaries" of the Indenture shall be deleted in its entirety;

          (j)  Section 4.14 "Limitation of Dividends and Other Payments
Affecting Restricted Subsidiaries" of the Indenture shall be deleted in its
entirety;

          (k)  Section 4.15 "Limitation on Sale and Leaseback Transactions" of
the Indenture shall be deleted in its entirety;

          (l)  Section 4.16 "Payments for Consent" of the Indenture shall be
deleted in its entirety;

          (m)  Section 4.17 "Partnership and Corporate Existence" of the
Indenture shall be deleted in its entirety;

          (n)  Section 4.19 "Maintenance of Office or Agency" of the Indenture
shall be deleted in its entirety;

          (o)  Section 4.20 "Maintenance of Properties and Insurance" of the
Indenture shall be deleted in its entirety; and

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          (p)  Paragraphs (7) and (8) of Section 6.1 "Events of Default" of the
Indenture shall be deleted in their entirety.

                                   ARTICLE III

     Section 3.01  Except as specifically modified herein, the Indenture and the
Notes are in all respects ratified and confirmed and shall remain in full force
and effect accordance with their terms.

     Section 3.02  Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Second Supplemental Indenture. This
Second Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.

     Section 3.03  The Trustee has accepted the amendment of the Indenture
effected by this Second Supplemental Indenture and agrees to execute the trust
created by the Indenture as hereby amended, but only upon the terms and
conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, and
without limiting the generality of the forgoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Issuers, or for or with respect to (a) the validity or sufficiency
of this Second Supplemental Indenture or any of the terms or provisions hereof,
(b) the proper authorization hereof by the Company or PFC by corporate action or
otherwise, (c) the execution hereof by the Issuers, (d) the consequences (direct
or indirect and whether deliberant or inadvertent) of any amendment herein
provided for, and (e) the validity or sufficiency of the solicitation or the
consent solicitation materials or procedure in connection therewith.

     Section 3.04  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, BUT OTHERWISE WITHOUT REGARD TO
CONFLICT OF LAW RULES. THE ISSUERS HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF
NEW YORK IN RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS SECOND SUPPLEMENTAL INDENTURE, THE INDENTURE AND THE NOTES, AND
IRREVOCABLY ACCEPTS FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY, GENERALLY
AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUERS
IRREVOCABLY WAIVE TO THE FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT

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HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE
RIGHTS OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMPEL LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE ISSUERS IN ANY OTHER JURISDICTION.

     Section 3.05  The parties may sign any number of copies of this Second
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.


                           [Signature Page to Follow]


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     IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date and year first written above.

                                          PETRO STOPPING CENTERS, L.P.


                                          By:
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                                              J. A. Cardwell, Sr.
                                              Chief Executive Officer

                                          PETRO FINANCIAL CORPORATION


                                          By:
                                              ----------------------------------
                                              J. A. Cardwell, Sr.
                                              President

U.S. BANK NATIONAL ASSOCIATION, A
NATIONAL BANKING ASSOCIATION, AS
SUCCESSOR TO STATE STREET BANK AND
TRUST COMPANY, as Trustee


By:
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Name:
      --------------------------------
Title:
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                 Signature Page to Second Supplemental Indenture